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United States securities and exchange commission logo





                              January 6, 2021

       Brian Finn
       Chief Executive Officer
       Rotor Acquisition Corp.
       405 Lexington Avenue
       New York, NY 10174

                                                        Re: Rotor Acquisition
Corp.
                                                            Amendment No. 1 to
Form S-1
                                                            Filed December 30,
2020
                                                            File No. 333-251521

       Dear Mr. Finn:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-1

       General

   1.                                                   We note your disclosure
that certain "anchor investors" have indicated an interest to
                                                        purchase up to a
specific amount of common stock in the offering. Please identify these
                                                        investors and clarify
the percentage that will be held by insiders if the "anchor investors"
                                                        purchase a combined 20%
of the shares in the offering. We also note your disclosure that
                                                        "[n]o assurances can be
given as to the amount of our securities the anchor investors may
                                                        purchase in this
offering . . . ." So that investors will be able to understand the minimum
                                                        amount of your shares
that will enter the public market through sales to the public, as
                                                        opposed to the "anchor
investors" and existing shareholders, please disclose whether there
                                                        is a ceiling on the
amount that may be purchased by these individuals and quantify any
                                                        ceiling. If not, please
disclose the potential material impact on the public
 Brian Finn
Rotor Acquisition Corp.
January 6, 2021
Page 2
      investors. Finally, please also quantify the amount of vote of public
investors that will be
      needed for approval of a business combination, assuming that the anchor
investors
      purchase the maximum amount of shares in this offering and vote in favor
of such
      combination.
2.    We note your risk factor disclosure on pages 59 and 60 indicates that the
exclusive forum
      provision in your certificate of incorporation will not be applicable to
claims made under
      the Securities Act of 1933. The certificate of incorporation filed as
exhibit 3.2 to your
      registration statement appears to provide that the Delaware Court of
Chancery and the
      federal district court for the District of Delaware shall have concurrent
jurisdiction for
      claims made under the Securities Act. Please revise your disclosure to
clarify this aspect
      of the provision.
       You may contact Eric McPhee at 202-551-3693 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Erin E. Martin at 202-551-3391 with
any other
questions.



                                                            Sincerely,
FirstName LastNameBrian Finn
                                                            Division of
Corporation Finance
Comapany NameRotor Acquisition Corp.
                                                            Office of Real
Estate & Construction
January 6, 2021 Page 2
cc:       Jeffrey M. Gallant, Esq.
FirstName LastName
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