Although D8 has obtained the Subscription Agreements in respect of the PIPE Investment, if too many Public Shareholders elect to redeem their Public Shares, the PIPE Investment alone may be insufficient to complete the Merger, and additional third-party financing may not be available to D8. Even if such third-party financing is available, D8’s ability to obtain such financing is subject to restrictions set forth in the Merger Agreement, including the consent of Vicarious Surgical. For information regarding the parameters of such restrictions, please see the sections of this proxy statement/prospectus entitled “The Business Combination Proposal — Merger Agreement — Covenants and Agreements” and “The Business Combination Proposal — Merger Agreement — Closing Conditions” beginning on pages 129 and 138, respectively, of this proxy statement/prospectus.

Furthermore, raising such additional financing, or increasing the equity portion of the Merger Consideration, in either case, if so authorized by Vicarious Surgical, may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. For information on the consequences if the Business Combination is not completed or must be restructured, see the section entitled “Risk Factors — Risks Related to D8” beginning on page 95 of this proxy statement/prospectus.

Subsequent to the Closing, New Vicarious Surgical may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Although D8 has conducted due diligence on Vicarious Surgical, it cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of D8’s or New Vicarious Surgical’s control will not later arise. As a result of these factors, New Vicarious Surgical may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with D8’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on New Vicarious Surgical’s liquidity, the fact that New Vicarious Surgical reports charges of this nature could contribute to negative market perceptions about New Vicarious Surgical or its securities. In addition, charges of this nature may cause New Vicarious Surgical to violate net worth or other covenants to which it may be subject as a result of assuming pre-existing debt held by a target business or by virtue of it obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

New Vicarious Surgical’s ability to be successful following the Business Combination will depend upon the efforts of the New Vicarious Surgical Board and New Vicarious Surgical’s key personnel and the loss of such persons could negatively impact the operations and profitability of New Vicarious Surgical’s business following the Business Combination.

New Vicarious Surgical’s ability to be successful following the Business Combination will be dependent upon the efforts of the New Vicarious Surgical Board and key personnel. D8 cannot assure you that, following the Business Combination, the New Vicarious Surgical Board and New Vicarious Surgical’s key personnel will be effective or successful or remain with New Vicarious Surgical. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause New Vicarious Surgical’s management to expend time and resources becoming familiar with such requirements.

Further, uncertainty about the effect of the Business Combination on Vicarious Surgical’s business, employees, customers, third parties with whom Vicarious Surgical has relationships, and other third parties, including regulators, may have an adverse effect on New Vicarious Surgical. These uncertainties may impair New Vicarious Surgical’s ability to attract, retain and motivate key personnel for a period of time after New Vicarious Surgical. The departure of key employees because of issues related to the uncertainty and difficulty of integration or a desire not to remain with New Vicarious Surgical could have a negative effect on New Vicarious Surgical’s business, financial condition or results of operations.

D8 may have to constrain its business activities to avoid being deemed an investment company under the Investment Company Act.

In general, a company that is or holds itself out as being engaged primarily in the business of investing, reinvesting, or trading in securities may be deemed to be an investment company under the Investment Company Act. The Investment Company Act contains substantive legal requirements that regulate the manner in which “investment companies” are permitted to conduct their business activities. D8 believes it has conducted, and intends to continue to conduct, its business in a manner that does not result in D8 being characterized as an investment company. To avoid being deemed an investment company, D8 may decide not to broaden its offerings, which could require D8 to forgo attractive opportunities. If D8 is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and its activities may be restricted, which would adversely affect D8’s business, financial condition, and results of operations. In addition, D8 may be forced to make changes to its management team if it is required to register as an investment company under the Investment Company Act.

Some of D8’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Vicarious Surgical is appropriate for D8’s initial business combination.

The personal and financial interests of the Sponsor, officers and directors may influence or have influenced their motivation in identifying and selecting a target for the Business Combination, their support for completing the Business Combination and the operation of New Vicarious Surgical following the Business Combination.

D8’s Initial Shareholders own 8,625,000 D8 Class B Ordinary Shares, which were initially acquired prior to the IPO for an aggregate purchase price of $25,000 and D8’s directors and officers have pecuniary interests in D8 Ordinary Shares held by the Sponsor through their ownership interest in the Sponsor. Such shares had an aggregate market value of approximately $85,818,750.00 based on the last sale price of $9.95 per share on NYSE on July 13, 2021. In addition, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants, each exercisable for one D8 Class A Ordinary Share at $11.50 per share, for a purchase price of $8,900,000, or $1.00 per warrant.

The Cayman Constitutional Documents require D8 to complete an initial business combination prior to July 17, 2022 (unless D8 submits and its shareholders approve an extension of such date). If the Business Combination is not completed and D8 is forced to wind up, dissolve and liquidate in accordance with the Cayman Constitutional Documents, the 8,625,000 D8 Class B Ordinary Shares currently held by the Insiders and the Private Placement Warrants purchased by Sponsor will be worthless.

The Sponsor, its directors and officers, and their respective affiliates have incurred significant out-of-pocket expenses incurred in connection with performing due diligence on suitable targets for business combinations and the negotiation of the Business Combination. At the Closing, the Sponsor, its directors and officers, and their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on D8’s behalf, such as identifying potential target businesses and performing due diligence on suitable targets for business combinations. If a business combination is not completed prior to July 17, 2022, the Sponsor, directors and officers, or any of their respective affiliates will not be eligible for any such reimbursement.

Certain officers and members of the D8 Board also participate in arrangements that may provide them with other interests in the Business Combination that are different from yours, including, among others, arrangements for the continued service as directors of New Vicarious Surgical.

Further, the Insiders have, pursuant to the Insider Letter, as amended by the Sponsor Support Agreement, each agreed (A) to vote any D8 Ordinary Shares owned by them in favor of the Business Combination and (B) not to redeem any shares in connection with a shareholder vote to approve the Business Combination.

These interests, among others, may influence or have influenced the Sponsor and the officers and members of the D8 Board and Vicarious Surgical to support or approve the Business Combination. For more information concerning the interests of D8’s officers and directors, see the section entitled “The Business Combination Proposal — Certain Benefits of D8’s Directors and Officers and Others in the Business Combination” beginning on page 124 of this proxy statement/prospectus and the risk factor entitled “Risk Factors — Risks Related to D8 — The Sponsor controls a substantial interest in D8 and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support” beginning on page 97 of this proxy statement/prospectus.

D8 has not obtained an opinion from an independent investment banking firm or another independent firm, and consequently, you may have no assurance from an independent source that the terms of the Business Combination are fair to D8 from a financial point of view.

The D8 Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. D8 is not required to obtain an opinion from an independent investment banking firm that is a member of FINRA or from another independent firm that the price it is paying is fair to D8 from a financial point of view. In analyzing the Business Combination, the D8 Board and D8’s management conducted due diligence on Vicarious Surgical and researched the industry in which Vicarious Surgical operates and concluded that the Business Combination was in the best interest of its shareholders. The D8 Board’s conclusion was partially based on implied valuations of comparable publicly traded companies based on ratios of enterprise value to expected revenues in 2024 and 2025 and expected compound annual growth rates of revenue for 2023-2025. The comparable publicly traded companies considered were divided into three groups: (i) high growth med-tech companies (those who are projected to have high revenue growth over the 2023-25 period); (ii) disruptive healthcare technology companies (those whose use of technology is intended to disrupt the industry); and (iii) other surgical robotics companies, namely the incumbent in the space. For more information on the comparable company analysis, please see the section entitled “—Unaudited Prospective Financial Information of Vicarious Surgical.” The D8 Board also considered valuations of comparable private companies in the US, Europe and China, at varying stages of development, and concluded those valuations also supported the D8 Board’s determination that a $1 billion enterprise valuation was fair to D8’s shareholders from a financial point of view. However, the D8 Board did not rely solely on quantitative factors. The D8 Board also made qualitative judgements based on the state of development of Vicarious Surgical, the stage of development of the robot and the rapid pace of improvement in product development, the strength of Vicarious Surgical’s engineering team, the tremendous growth opportunity the D8 Board perceived and the limited direct competition facing Vicarious Surgical, Vicarious Surgical’s international expansion opportunities that D8 could assist with, outside advisors and expertise that D8 could bring to Vicarious Surgical, additional potential shareholders that D8 could introduce to Vicarious Surgical, the D8 Board’s perception that the market was ready for alternatives to existing platforms and the compelling technological advantages of the robotic system which the D8 Board perceives as a generational advance. As part of the negotiations, Mr. Tang agreed to join the post-combination company board and D8 agreed to ask Dr. David Ho, an advisor to D8, to join the post-combination company board as well. The lack of third-party valuation or fairness opinion may also lead an increased number of shareholders to vote against the Business Combination or demand Redemption of their Public Shares, which could potentially impact our ability to consummate the Business Combination. For more information about our decision-making process, see the section entitled “The Business Combination Proposal — D8 Board of Director’s Reasons for the Approval of the Business Combination” beginning on page 116 of this proxy statement/prospectus.

The NYSE may delist D8’s or New Vicarious Surgical’s securities from trading on its exchange, which could limit investors’ ability to make transactions in D8’s or New Vicarious Surgical’s securities and subject D8 or New Vicarious Surgical to additional trading restrictions.

The D8 Units, D8 Class A Ordinary Shares and D8 Warrants are listed on NYSE. D8 cannot assure you that its securities will continue to be, listed on NYSE in the future or prior to the Business Combination. In connection with the Business Combination and as a condition to Vicarious Surgical’s obligations to complete the Business Combination, New Vicarious Surgical is required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of New Vicarious Surgical’s securities on the NYSE. In addition to the listing requirements for the New Vicarious Surgical Class A Stock, the NYSE imposes listing standards on warrants. D8 cannot assure you that New Vicarious Surgical will be able to meet those initial listing requirements, in which case Vicarious Surgical will not be obligated to complete the Business Combination. In addition, it is possible that the New Vicarious Surgical Class A Stock and New Vicarious Surgical Warrants will cease to meet the NYSE listing requirements following the Closing. D8 cannot assure you that it will be able to meet those initial listing requirements at that time.

If NYSE delists D8’s or New Vicarious Surgical’s securities from trading on its exchange and D8 or New Vicarious Surgical is not able to list its securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that New Vicarious Surgical Class A Stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of New Vicarious Surgical’s results if the Business Combination is completed.

D8 and Vicarious Surgical currently operate as separate companies and have had no prior history as a combined entity, and Vicarious Surgical’s and D8’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of New Vicarious Surgical. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 191 of this proxy statement/prospectus has been derived from D8’s and Vicarious Surgical’s historical financial statements and certain adjustments and assumptions have been made regarding New Vicarious Surgical after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of New Vicarious Surgical.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect New Vicarious Surgical’s financial condition or results of operations following the Closing. Any potential decline in New Vicarious Surgical’s financial condition or results of operations may cause significant variations in the stock price of New Vicarious Surgical.

During the pendency of the Business Combination, D8 will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

Covenants in the Merger Agreement impede the ability of D8 to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Proposed Transaction. As a result, D8 may be at a disadvantage to its competitors during that period. In addition, while the Merger Agreement is in effect, neither D8 nor Vicarious Surgical may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to D8’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect.

The exercise of D8’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in D8’s shareholders’ best interests.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require D8 to agree to amend the Merger Agreement, to consent to certain actions taken by Vicarious Surgical or to waive rights that D8 is entitled to under the Merger Agreement. Such events could arise because of changes in the course of Vicarious Surgical’s businesses or a request by Vicarious Surgical to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement. In any of such circumstances, it would be at D8’s discretion, acting through the D8 Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for D8 and

its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, D8 does not believe there will be any changes or waivers that D8’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, D8 will circulate a new or amended proxy statement/prospectus and resolicit D8’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

D8 and Vicarious Surgical will incur significant transaction and transition costs in connection with the Business Combination.

D8 and Vicarious Surgical have both incurred and expect to incur significant, nonrecurring costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. D8 and Vicarious Surgical may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by D8 following the Closing.

If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

Even if the Merger Agreement is approved by the shareholders and stockholders of D8 and Vicarious Surgical, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Merger Agreement, see the section entitled “The Business Combination Proposal — Merger Agreement — Closing Conditions” beginning on page 138 of this proxy statement/prospectus. D8 and Vicarious Surgical may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause D8 and Vicarious Surgical to each lose some or all of the intended benefits of the Business Combination.

Because D8 is incorporated under the laws of the Cayman Islands, in the event the Business Combination is not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.

Because D8 is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited prior to the Domestication. D8 is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon D8’s directors or officers, or enforce judgments obtained in the United States courts against D8’s directors or officers.

Until the Domestication is effected, D8’s corporate affairs are governed by the Cayman Constitutional Documents, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to D8 under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of D8’s shareholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

D8 has been advised by its Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (a) to recognize or enforce against D8 judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (b) in original actions brought in the Cayman Islands, to impose liabilities against D8 predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign

court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

The Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the D8 Board or controlling shareholders than they would as Public Shareholders of a U.S. company.

There is a risk that a U.S. Holder may recognize taxable gain with respect to its D8 Ordinary Shares at the Effective Time of the Domestication.

As discussed more fully under “U.S. Federal Income Tax Considerations” beginning on page 177 of this proxy statement/prospectus, White & Case LLP has delivered an opinion that the Domestication will qualify as an F Reorganization. If the Domestication fails to qualify as an F Reorganization, a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations — U.S. Holders”) of D8 Class A Ordinary Shares or D8 Warrants generally would recognize gain or loss with respect to its D8 Class A Ordinary Shares or D8 Warrants in an amount equal to the difference, if any, between the fair market value of the corresponding common stock or warrants of New Vicarious Surgical received in the Domestication and the U.S. Holder’s adjusted tax basis in its D8 Class A Ordinary Shares or D8 Warrants surrendered. Because the Domestication will occur prior to the redemption of U.S. Holders that exercise Redemption Rights with respect to D8 Class A Ordinary Shares, U.S. Holders exercising such Redemption Rights will be subject to the potential tax consequences of the Domestication. Additionally, Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations — Non-U.S. Holders”) may become subject to withholding tax on any amounts treated as dividends paid on New Vicarious Surgical Common Stock after the Domestication.

Based on the expected treatment of the Domestication as an F Reorganization, subject to the PFIC rules discussed below, U.S. Holders generally will be subject to Section 367(b) of the Code, and, as a result:

•        a U.S. Holder who is a 10% U.S. Shareholder on the date of the Domestication must include in income as a dividend deemed paid by D8 the “all earnings and profits amount” attributable to the D8 Class A Ordinary Shares it directly owns within the meaning of Treasury Regulations under Section 367 of the Code;

•        a U.S. Holder whose D8 Class A Ordinary Shares have a fair market value of $50,000 or more and who, on the date of the Domestication, is not a 10% U.S. Shareholder will recognize gain (but not loss) with respect to its D8 Class A Ordinary Shares in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s D8 Class A Ordinary Shares; and

•        a U.S. Holder whose D8 Class A Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder, should not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

Additionally, even if the Domestication qualifies as an F Reorganization, proposed Treasury Regulations promulgated under Section 1291(f) of the Code (which have a retroactive effective date) generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging D8 Warrants for newly issued New Vicarious Surgical Warrants in the Domestication) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. D8 believes that it is likely classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of D8 Class A Ordinary Shares to recognize gain under the PFIC rules on the exchange of D8 Class A Ordinary Shares for New Vicarious Surgical Common Stock pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s D8 Class A Ordinary Shares. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to

transfers of PFIC stock. These proposed Treasury Regulations, if finalized in their current form, would also apply to a U.S. Holder who exchanges D8 Warrants for newly issued New Vicarious Surgical Warrants; currently, however, the elections mentioned above do not apply to D8 Warrants (for discussion regarding the unclear application of the PFIC rules to D8 Warrants, see “U.S. Federal Income Tax Considerations — U.S. Holders — Tax Effects of the Domestication to U.S. Holders — PFIC Considerations”). Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of D8. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply.

Upon the Closing, the rights of holders of the New Vicarious Surgical Common Stock arising under the DGCL will differ from and may be less favorable to the rights of holders of D8 Ordinary Shares arising under the Companies Act.

Upon the Closing, the rights of holders of New Vicarious Surgical Stock will arise under the DGCL. The DGCL contains provisions that differ in some respects from those in the Companies Act, and, therefore, some rights of holders of New Vicarious Surgical Stock could differ from the rights that holders of D8 Ordinary Shares currently possess. For instance, while class actions are generally not available to shareholders under Cayman Islands law, such actions are generally available under Delaware law. This change could increase the likelihood that New Vicarious Surgical becomes involved in costly litigation, which could have a material adverse effect on New Vicarious Surgical.

For a more detailed description of the rights of holders of the New Vicarious Surgical Stock under the DGCL and how they may differ from the rights of holders of D8 Ordinary Shares under the Companies Act, please see the section entitled “The Domestication Proposal — Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication” beginning on page 148 of this proxy statement/prospectus.

Delaware law and the Proposed Certificate of Incorporation and Proposed By-Laws will contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

The Proposed Certificate of Incorporation and Proposed By-Laws that will be in effect at the Closing differ from the Cayman Constitutional Documents. Among other differences, the Proposed Certificate of Incorporation, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the New Vicarious Surgical Board and therefore depress the trading price of the New Vicarious Surgical Class A Stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of the New Vicarious Surgical Board or taking other corporate actions, including effecting changes in management. Among other things, the Proposed Certificate of Incorporation and Proposed By-Laws include provisions regarding:

•        the ability of the New Vicarious Surgical Board to issue shares of New Vicarious Surgical Preferred Stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•        the limitation of the liability of, and the indemnification of, New Vicarious Surgical’s directors and officers;

•        the right of the New Vicarious Surgical Board to elect a director to fill a vacancy created by the expansion of the New Vicarious Surgical Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the New Vicarious Surgical Board;

•        the requirement that directors may only be removed from the New Vicarious Surgical Board for cause and upon the affirmative vote of the holders of at least 66 2/3% of the total voting power of then outstanding New Vicarious Surgical Common Stock;

•        a prohibition on stockholder action by written consent (except for actions by the holders of New Vicarious Surgical Class B Stock or as required for holders of future series of New Vicarious Surgical Preferred Stock), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

•        the requirement that a special meeting of stockholders may be called only by the New Vicarious Surgical Board, the chairman of the New Vicarious Surgical Board or the New Vicarious Surgical’s chief executive officer, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

•        controlling the procedures for the conduct and scheduling of the New Vicarious Surgical Board and stockholder meetings;

•        the requirement for the affirmative vote of holders of at least 66 2/3% of the total voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal certain provisions in the Proposed Certificate of Incorporation which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New Vicarious Surgical Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

•        the ability of the New Vicarious Surgical Board to amend the Proposed By-Laws, which may allow the New Vicarious Surgical Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Proposed By-Laws to facilitate an unsolicited takeover attempt; and

•        advance notice procedures with which stockholders of the New Vicarious Surgical must comply to nominate candidates to the New Vicarious Surgical Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the New Vicarious Surgical Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Vicarious Surgical.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the New Vicarious Surgical Board or management.

In addition, as a Delaware corporation, New Vicarious Surgical will generally be subject to provisions of Delaware law, including the DGCL. See the section entitled “Description of D8’s and New Vicarious Surgical’s Securities — Capital Stock of New Vicarious Surgical after the Business Combination — Anti-Takeover Effects of the Proposed Certificate of Incorporation, the Proposed By-Laws and Certain Provisions of Delaware Law — Business Combinations” beginning on page 224 of this proxy statement/prospectus.

Any provision of the Proposed Certificate of Incorporation, Proposed By-Laws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for stockholders to receive a premium for their Public Shares of New Vicarious Surgical’s capital stock and could also affect the price that some investors are willing to pay for New Vicarious Surgical Common Stock.

The Proposed Certificate of Incorporation is attached as Annex B-1 to this proxy statement/prospectus and we urge you to read it.

In addition, the provisions of the Director Nomination Agreement, as described below, provide the stockholders party thereto with certain board rights which could also have the effect of delaying or preventing a change in control.

The Proposed Certificate of Incorporation will designate a state or federal court located within the State of Delaware as the exclusive forum for certain types of actions and proceedings between New Vicarious Surgical and its stockholders, and the federal district courts as the exclusive forum for Securities Act claims, which could limit New Vicarious Surgical’s stockholders’ ability to choose the judicial forum for disputes with New Vicarious Surgical or its directors, officers, or employees.

The Proposed Certificate of Incorporation will provide that, unless New Vicarious Surgical consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware, or if such court does not have subject matter jurisdiction, any other court located in the State of Delaware with subject matter jurisdiction, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of New Vicarious Surgical, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of New Vicarious Surgical to it or its stockholders, (c) any action asserting a claim against New Vicarious Surgical or its officers or directors arising pursuant to any provision of the DGCL or the Proposed Certificate of Incorporation or Proposed By-Laws or as to which the DGCL confers jurisdiction on the Court of

Chancery of the State of Delaware, (d) any action to interpret, apply, enforce or determine the validity of the Proposed Certificate of Incorporation or the Proposed By-Laws or any provision thereof, (e) any action asserting a claim against New Vicarious Surgical or any current or former director, officer, employee, stockholder or agent of New Vicarious Surgical governed by the internal affairs doctrine of the law of the State of Delaware or (f) any action asserting an “internal corporate claim” as defined in Section 115 of the DGCL. The Proposed Certificate of Incorporation will also provide that, unless New Vicarious Surgical consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States will be the exclusive forum for the resolutions of any complaint asserting a cause of action arising under the Securities Act. This provision in the Proposed Certificate of Incorporation will not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. To the extent these provisions could be construed to apply to such claims, there is uncertainty as to whether a court would enforce such provisions in connection with such claims, and stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any of the securities of New Vicarious Surgical will be deemed to have notice of and consented to the provisions of the Proposed Certificate of Incorporation described in the preceding paragraph. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with New Vicarious Surgical or its directors, officers, or other employees, which may discourage lawsuits against New Vicarious Surgical and its directors, officers, and other employees. The enforceability of similar exclusive-forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in the Proposed Certificate of Incorporation is inapplicable or unenforceable. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action, New Vicarious Surgical may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.

Although New Vicarious Surgical will not be a “controlled company” within the meaning of the NYSE rules, New Vicarious Surgical might become a “controlled company” in the future, and, as a result, New Vicarious Surgical stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

If more than 50% of the voting power for the election of our directors is held by an individual, a group or another company, New Vicarious Surgical will become a “controlled company” within the meaning of the NYSE corporate governance standards. The Vicarious Surgical Founders are expected to hold approximately 76.3% of the combined voting power of New Vicarious Surgical immediately following the Closing, assuming no options or warrants to purchase shares of New Vicarious Surgical Class A Stock are exercised, and approximately 71.1% of the combined voting power of New Vicarious Surgical on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. The Vicarious Surgical Founders have no agreement or arrangement to act together with respect to voting of the New Vicarious Surgical Class B Stock, and thus they have not formed a “group” for purposes of controlled company status. Although no individual, group or other company will have more than 50% of the voting power of New Vicarious Surgical, the Vicarious Surgical Founders may in the future decide to act as a group, and this concentration of voting power would cause New Vicarious Surgical to become a “controlled company” within the meaning of the NYSE corporate governance standards.

As a result, if New Vicarious Surgical becomes a “controlled company” within the meaning of the NYSE corporate governance standards, then New Vicarious Surgical will not be subject to the requirements that would otherwise require it to have: (i) a majority of independent directors; (ii) a nominating committee comprised solely of independent directors; (iii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; and (iv) director nominees selected, or recommended for our board of directors’ selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.

Following the completion of the Merger, New Vicarious Surgical’s principal stockholders and management will exert significant influence over New Vicarious Surgical and their interests may conflict with yours in the future.

Each New Vicarious Surgical Class A Share initially entitles its holders to one vote on all matters presented to stockholders generally and each New Vicarious Surgical Class B Share initially entitles its holders to twenty votes on all matters presented to stockholders generally. Accordingly, the Vicarious Surgical Founders, by virtue

of their New Vicarious Surgical Class B Stock will hold approximately 74.6% of the total voting power of New Vicarious Surgical on a fully-diluted basis (excluding unallocated options), assuming no redemptions. Accordingly, those owners, if voting in the same manner, will be able to control the election and removal of the directors of New Vicarious Surgical and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of the Proposed Certificate of Incorporation and Proposed By-Laws and other significant corporate transactions of New Vicarious Surgical for so long as they retain significant ownership of New Vicarious Surgical Class B Stock. This concentration of ownership may delay or deter possible changes in control of New Vicarious Surgical, which may reduce the value of an investment in the New Vicarious Surgical Class A Shares.

The Proposed Certificate of Incorporation will not limit the ability of the Sponsor to compete with us.

The Sponsor and its affiliates engage in a broad spectrum of activities, including investments in the financial services and technology industries. In the ordinary course of their business activities, the Sponsor and its affiliates may engage in activities where their interests conflict with New Vicarious Surgical’s interests or those of its stockholders. The Proposed Certificate of Incorporation will provide that none of the Sponsor, its affiliates or any director who is not employed by New Vicarious Surgical (including any non-employee director who serves as one of its officers in both his director and officer capacities) or his or her affiliates will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which New Vicarious Surgical operates. The Sponsor also may pursue, in its capacities other than as director of the New Vicarious Surgical Board, acquisition opportunities that may be complementary to New Vicarious Surgical’s business, and, as a result, those acquisition opportunities may not be available to New Vicarious Surgical. In addition, the Sponsor may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.

D8’s officers and directors and/or their affiliates may enter into agreements concerning D8’s securities prior to the extraordinary general meeting, which may have the effect of increasing the likelihood of completion of the Proposed Transaction or decreasing the value of the D8 securities.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding D8 or its securities, D8’s officers and directors and/or their affiliates may enter into a written plan to purchase D8’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding D8 or its securities, D8’s officers and directors and/or their respective affiliates may (a) purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or the other Shareholder Proposals, (b) execute agreements to purchase such shares from institutional and other investors in the future, and/or (c) enter into transactions with institutional and other investors to provide such persons with incentives to acquire Public Shares or vote their Public Shares in favor of the Business Combination Proposal or the other Shareholder Proposals. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event that D8’s officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their Public Shares, including the granting of put options and the transfer of shares or Private Placement Warrants owned by the Sponsor for nominal value to such investors or holders.

The purpose of such share purchases and other transactions by D8’s officers and directors and/or their respective affiliates would be to increase the likelihood of satisfaction of the requirements that (a) the holders of the requisite number of D8 Ordinary Shares present and voting at the extraordinary general meeting vote in favor of the Business Combination Proposal and the other Shareholder Proposals and/or (b) that D8 will (without regard to any assets or liabilities of the Target Companies) have at least $5,000,001 in net tangible assets immediately prior to the Closing or satisfy the Available Cash Condition after taking into account holders of Public Shares that properly demanded Redemption of their Public Shares into cash, when, in each case, it appears that such requirements would otherwise not be met.

Entering into any such arrangements may have a depressive effect on the D8 Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares it owns, either prior to or immediately after the extraordinary general meeting.

As of the date of this proxy statement/prospectus, except as noted above, D8’s directors and officers and their affiliates have not entered into any such agreements. D8 will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the Redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Investors may not have the same benefits as an investor in an underwritten public offering.

New Vicarious Surgical will be a publicly listed company upon the completion of the Proposed Transaction. The Proposed Transaction is not an underwritten initial public offering of New Vicarious Surgical’s securities and differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Proposed Transaction, investors will not receive the benefits of the diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Investors in D8 and New Vicarious Surgical must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of an incorrect valuation of Vicarious Surgical’s business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Proposed Transaction, prior to the opening of trading on the trading day immediately following the closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of New Vicarious Surgical’s securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of New Vicarious Surgical securities or helping to stabilize, maintain or affect the public price of New Vicarious Surgical securities following the Closing. Moreover, New Vicarious Surgical will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with the New Vicarious Surgical securities that will be outstanding immediately following the closing. In addition, since New Vicarious Surgical will become public through a merger, securities analysts of major brokerage firms may not provide coverage of Vicarious Surgical since there is no incentive to brokerage firms to recommend the purchase of its shares of common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on New Vicarious Surgical’s behalf. All of these differences from an underwritten public offering of New Vicarious Surgical’s securities could result in a more volatile price for New Vicarious Surgical’s securities.

In addition, the Sponsor, certain members of the D8 Board of directors and its officers, as well as their respective affiliates and permitted transferees, have interests in the Proposed Transaction that are different from or are in addition to those of holders of New Vicarious Surgical’s securities following completion of the Proposed Transaction, and that would not be present in an underwritten public offering of New Vicarious Surgical’s securities. Such interests may have influenced the D8 Board in making their recommendation that D8 shareholders vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if New Vicarious Surgical became a publicly listed company through an underwritten initial public offering instead of upon completion of the merger.

New Vicarious Surgical’s business and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause New Vicarious Surgical to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the New Vicarious Surgical Class A Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the New Vicarious Surgical Board’s attention and resources from New Vicarious Surgical’s business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to New Vicarious Surgical’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, New Vicarious Surgical may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters.

Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.

Risks Related to Financial Condition and Capital Requirements of Vicarious Surgical

Vicarious Surgical has a limited operating history on which to assess the prospects for its business, has not generated any revenue from sales of the Vicarious System, and has incurred losses since inception. Vicarious Surgical anticipates that it will continue to incur significant losses for at least the next several years as it develops and commercializes the Vicarious System for ventral hernia repair and future indications.

Since inception, Vicarious Surgical has devoted substantially all of its financial resources to developing its surgical robot. Vicarious Surgical has financed its operations primarily through the issuance of equity securities. Vicarious Surgical has not generated revenue from the sale of the Vicarious System to date and has incurred significant losses. The amount of Vicarious Surgical’s future net losses will depend, in part, on future sales and on-going development of the Vicarious System, the rate of its future expenditures and its ability to obtain funding through the issuance of New Vicarious Surgical securities, strategic collaborations or grants. Vicarious Surgical expects to continue to incur significant losses for at least the next several years as it commercializes the Vicarious System for ventral hernia repair and seeks to develop and commercialize new surgical applications for the Vicarious System, such as gynecological, urological or other general surgical applications. Vicarious Surgical anticipates that its expenses will increase substantially if and as Vicarious Surgical:

•        continues to build its sales, marketing and distribution infrastructure to commercialize its the Vicarious System for ventral hernia repair;

•        continues to develop the Vicarious System;

•        seeks to identify, assess, acquire, license and/or develop other products and technologies or components thereof and subsequent generations of its current products and technologies;

•        seeks to maintain, protect and expand its intellectual property portfolio;

•        seeks to attract and retain skilled personnel; and

•        supports its operations as a public company.

Vicarious Surgical’s ability to generate future revenue from the Vicarious System sales depends heavily on its success in many areas, including but not limited to:

•        launching and commercializing current and future uses for the Vicarious System, either directly or in conjunction with one or more collaborators or distributors;

•        obtaining and maintaining regulatory authorization with respect to each application for the Vicarious System and maintaining regulatory compliance throughout relevant jurisdictions;

•        maintaining clinical and economical value for end-users and customers in changing environments;

•        addressing any competing technological and market developments;

•        negotiating favorable terms in any collaboration, licensing or other arrangements into which Vicarious Surgical may enter;

•        establishing and maintaining distribution relationships with third-parties that can provide adequate (in amount and quality) infrastructure to support market demand for the Vicarious System; and

•        maintaining, protecting and expanding Vicarious Surgical’s portfolio of intellectual property rights, including patents, trade secrets and know-how.

Vicarious Surgical has incurred significant losses since inception. As such, you cannot rely upon Vicarious Surgical’s historical operating performance to make an investment or voting decision regarding Vicarious Surgical.

Since Vicarious Surgical’s inception, Vicarious Surgical has engaged in research and development activities. Vicarious Surgical has financed its operations primarily through the issuance of equity securities, and has incurred net losses of $12.9 million and $9.3 million in the years ended December 31, 2020 and 2019, respectively. Vicarious Surgical’s accumulated deficit as of December 31, 2020 was $31.6 million. Vicarious Surgical does not know whether or when it will become profitable. Vicarious Surgical’s ability to generate revenue and achieve profitability depends upon its ability to accelerate the commercialization of the Vicarious System in line with the demand from new partnerships and its aggressive business strategy. Vicarious Surgical may be unable to achieve any or all of these goals.

Vicarious Surgical may need to raise additional funding to develop and commercialize the Vicarious System and to expand its research and development efforts. This additional financing may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force Vicarious Surgical to delay, limit or terminate its product commercialization or development efforts or other operations.

Vicarious Surgical’s operations have consumed substantial amounts of cash since inception. Vicarious Surgical expects to expend substantial additional amounts to commercialize the Vicarious System for ventral hernia repair and to develop new surgical applications for the Vicarious System. Vicarious Surgical expects to use the funds received in connection with the Business Combination to scale its operations, develop and commercialize the Vicarious System for ventral hernia repair, develop new surgical applications for the Vicarious System, such as gynecological, urological or other general surgical applications, expand internationally, and for working capital and general corporate purposes. Vicarious Surgical will require additional capital to develop and commercialize the Vicarious System for abdominal surgeries and to develop the Vicarious System for new surgical applications. In addition, Vicarious Surgical’s operating plans may change as a result of many factors that may currently be unknown to Vicarious Surgical, and Vicarious Surgical may need to seek additional funds sooner than planned.

Vicarious Surgical cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to Vicarious Surgical, if at all. Moreover, the terms of any future financing may adversely affect the holdings or the rights of New Vicarious Surgical stockholders and the issuance of additional securities, whether equity or debt, by New Vicarious Surgical, or the possibility of such issuance, may cause the market price of New Vicarious Surgical Common Stock to decline. The incurrence of indebtedness could result in increased fixed payment obligations, and New Vicarious Surgical may be required to agree to certain restrictive covenants, such as limitations on its ability to incur additional debt, limitations on its ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact Vicarious Surgical’s ability to conduct its business. Vicarious Surgical could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable, and Vicarious Surgical may be required to relinquish rights to some of its technologies or otherwise agree to terms that are unfavorable to Vicarious Surgical, any of which may have a material adverse effect

on Vicarious Surgical’s business, operating results and prospects. In addition, raising additional capital through the issuance of equity or convertible debt securities would cause dilution to holders of New Vicarious Surgical’s equity securities, and may affect the rights of then-existing holders of New Vicarious Surgical equity securities. Even if Vicarious Surgical believes that it has sufficient funds for its current or future operating plans, Vicarious Surgical may seek additional capital if market conditions are favorable or if Vicarious Surgical has specific strategic considerations.

Vicarious Surgical’s independent registered public accounting firm has expressed doubt about Vicarious Surgical’s ability to continue as a going concern.

Based on Vicarious Surgical’s recurring losses and expectations to incur significant expenses and negative cash flows for the foreseeable future, Vicarious Surgical’s independent registered public accounting firm has included an explanatory paragraph in its report on Vicarious Surgical’s financial statements as of and for the years ended December 31, 2020 and December 31, 2019 expressing substantial doubt about Vicarious Surgical’s ability to continue as a going concern. If the Merger is not completed, Vicarious Surgical will require significant additional funding to continue its operations. If Vicarious Surgical is unable to continue as a going concern, it may be forced to liquidate its assets and the values it receives for its assets in liquidation or dissolution could be significantly lower than the values reflected in its financial statements.

Risks Related to Vicarious Surgical’s Business and Operations

Vicarious Surgical is a development stage company with a limited history of operations and no products with marketing authorization in any jurisdiction, and it cannot assure you that it will ever have a commercialized product.

Vicarious Surgical is a development stage medical device company with a limited operating history, and it currently does not have any products authorized for commercialization in any country or jurisdiction or any source of revenue. It has been engaged in research and product development since its inception in 2014 and has invested all of its time and resources in developing its technology and the Vicarious System, which Vicarious Surgical intends to commercialize initially for ventral hernia repair, followed by subsequent indications. The future success of Vicarious Surgical’s business will depend on its ability to obtain regulatory authorization to market its Vicarious System, drive adoption, successfully introduce new surgical applications for the Vicarious System, establish its sales force and distribution network, and control costs, all of which it may be unable to do. Vicarious Surgical has a limited history of operations upon which you can evaluate its business and its operating expenses are increasing. Vicarious Surgical’s lack of a significant operating history also limits your ability to make a comparative evaluation of Vicarious Surgical, the Vicarious System and its prospects.

If Vicarious Surgical does not successfully manage the development and launch of the Vicarious System, Vicarious Surgical will not meet the long term forecasts it presented to D8 Holdings and its business, operating and financial results and condition could be adversely affected.

Vicarious Surgical aims to launch the Vicarious System initially for use in ventral hernia repair, but to later expand the product to other abdominal surgical applications, including gynecological, urological and general surgery uses. Vicarious Surgical faces risks associated with developing and launching the Vicarious System for the first indication specific use and other surgical applications. Vicarious Surgical is in the process of developing the Vicarious System, and will need to complete beta testing, verification and validation prior to filing for FDA clearance, which is expected to occur in 2023. If Vicarious Surgical encounters development or manufacturing challenges or discovers errors during its development cycle, the launch dates of the initial and new surgical applications may be delayed, which will cause delays in Vicarious Surgical’s ability to achieve its forecasted results. The expenses or losses associated with unsuccessful product development or launch activities or lack of market acceptance of the Vicarious System could adversely affect its business or financial condition.

The market for the Vicarious System and the use of robotic-assisted surgical technology is rapidly evolving, and increasingly competitive, as the healthcare industry is undergoing significant structural change, which makes it difficult to forecast demand for Vicarious Surgical’s products and technologies.

The market for the Vicarious System and the use of robotic-assisted surgical technology is rapidly evolving, and it is uncertain whether Vicarious Surgical will achieve and sustain high levels of demand and market adoption. Vicarious Surgical’s future financial performance will depend in part on growth in this market and on its ability to adapt to the changing demands of customers. It is difficult to predict the future growth rate and size of Vicarious Surgical’s target

market. As a result, the addressable market projections provided to D8 Holdings for purposes of considering the Business Combination may not be achieved. Negative publicity concerning the Vicarious System could limit market acceptance of the Vicarious System. If Vicarious Surgical’s customers do not perceive the benefits of the Vicarious System, when or if it is authorized for marketing, or if the Vicarious System does not attract new customers, then its market may not develop at all, or it may develop more slowly than Vicarious Surgical expects. Vicarious Surgical’s success will depend to a substantial extent on the willingness of healthcare organizations to increase their use of Vicarious Surgical’s technology and Vicarious Surgical’s ability to demonstrate the value of its technology relative to competing products to existing and potential customers. If healthcare organizations do not recognize or acknowledge the benefits of the Vicarious System or if Vicarious Surgical is unable to reduce healthcare costs or drive positive health outcomes, then the market for Vicarious Surgical’s solutions might not develop at all, or it might develop more slowly than Vicarious Surgical expects.

Because Vicarious Surgical’s markets are highly competitive, customers may choose to purchase its competitors’ products or services or may not accept the Vicarious System for ventral hernia repair, which would result in a reduced ability to generate future revenue.

Robotic-assisted surgery using the Vicarious System is a technology that competes with established and emerging treatment options in both disease management and reconstructive medical procedures. These competitive treatment options include conventional open surgery and minimally invasive approaches. Some of these procedures are widely accepted in the medical community and, in many cases, have a long history of use. Studies could be published that show that other treatment options are more beneficial and/or cost-effective than robotic-assisted surgery. Vicarious Surgical cannot be certain that physicians will use its products to replace or supplement established treatments or that its products will be competitive with current or future technologies, when or if those products are authorized for marketing.

Additionally, Vicarious Surgical faces or expects to face competition from companies that develop or have developed robotic-assisted surgical systems and products. Companies have introduced products in the field of robotic surgery or have made explicit statements about their efforts to enter the field including, but not limited to, the following companies: Intuitive Surgical, Inc.; Johnson & Johnson (including their wholly-owned subsidiaries Ethicon Endo-Surgery, Inc., Auris Health, Inc. and Verb Surgical Inc.); Medtronic plc (including their wholly-owned subsidiary Covidien LP); Virtual Incision Corporation; Titan Medical Inc.; CMR Surgical Ltd.; and Stryker Corporation. Other companies with substantial experience in industrial robotics could potentially expand into the field of surgical robotics and become competitors. Vicarious Surgical’s ability to generate future revenue may be reduced due to pricing pressure if Vicarious Surgical’s competitors develop and market products that are more effective or less expensive than its future commercial products. If Vicarious Surgical is unable to compete successfully, its ability to generate future revenue will suffer, which could have a material adverse effect on its business, financial condition, result of operations, or cash flows.

Vicarious Surgical’s success depends upon market acceptance of the Vicarious System for ventral hernia repair, its ability to develop and commercialize the Vicarious System for ventral hernia repair and additional surgical applications and generate revenues, and its ability to identify new markets for its technology.

Vicarious Surgical has developed and is engaged in the development of the Vicarious System initially for ventral hernia repair. Achieving physician, patient, and third-party payor acceptance of robotic-assisted surgery as a preferred method of performing surgery is crucial to our success. Vicarious Surgical’s success will depend on the acceptance of the Vicarious System in the United States and global health care markets, when or if it is authorized for marketing in those jurisdictions. Vicarious Surgical is faced with the risk that the marketplace will not be receptive to the Vicarious System over competing products, including traditional and existing robotic-assisted surgical procedures used in hospitals and ambulatory surgical centers, or ASCs, and that Vicarious Surgical will be unable to compete effectively. Factors that could affect Vicarious Surgical’s ability to successfully commercialize the Vicarious System for ventral hernia repair and to commercialize any potential future products and technologies include:

•        challenges of developing or acquiring externally-developed technology solutions that are adequate and competitive in meeting the requirements of next-generation design challenges; and

•        dependence upon hospitals, ASCs, surgeons and other healthcare practitioners’ acceptance of the Vicarious System.

Even if Vicarious Surgical can prove the safety and effectiveness of the Vicarious System and they receive marketing authorization, hospitals, ASCs, or surgeons may elect not to use it. In addition, hospitals, ASCs and surgeons may be slow to adopt the Vicarious System because of the perceived liability risks arising from the use of new products and the uncertainty of reimbursement from third-party payors, particularly in light of ongoing healthcare reform initiatives and the evolving healthcare environment.

Broad use of the Vicarious System will require training of surgical teams. Vicarious Surgical expects that there will be a learning process involved for surgical teams to become proficient in the use of the Vicarious System. Market acceptance could be delayed due to the time required to complete this training. Vicarious Surgical may not be able to rapidly train surgical teams in numbers sufficient to generate adequate demand for its products. Vicarious Surgical cannot assure investors that the Vicarious System or any future products and technologies will gain broad market acceptance. If the market for the Vicarious System or any future products and technologies fail to develop or develops more slowly than expected, or do not achieve or sustain market acceptance, the business and operating results of Vicarious Surgical would be materially and adversely affected.

Surgeons, hospitals, ASCs and distributors may have existing relationships with other medical device companies that make it difficult for Vicarious Surgical to establish new relationships with them, and as a result, Vicarious Surgical may not be able to sell and market the Vicarious System effectively.

Vicarious Surgical believes that to sell and market the Vicarious System effectively, when or if the product receives marketing authorization, it must establish relationships with key surgeons, hospitals and ASCs in the field of abdominal surgery. Many of these key surgeons, hospitals and ASCs already have long-standing relationships with large, well-known companies that dominate the medical device industry through collaborative research programs and other relationships. Because of these existing relationships, some of which may be contractually enforced, surgeons, hospitals and ASCs may be reluctant to adopt the Vicarious System, particularly if it competes with or has the potential to compete with products and technologies supported by these existing relationships or through their own collaborative research programs. Even if these surgeons, hospitals and ASCs purchase the Vicarious System, they may be unwilling to enter into collaborative relationships with Vicarious Surgical to promote joint marketing programs or to provide Vicarious Surgical with clinical and financial data.

Any failure in Vicarious Surgical’s efforts to train surgeons, hospital or ASC staff could result in lower than expected product sales and potential liabilities.

A critical component of Vicarious Surgical’s future sales and marketing efforts is the training of a sufficient number of surgeons and hospital staff to properly use the Vicarious System, when or if it is authorized for marketing. Vicarious Surgical relies on surgeons and hospital staff to devote adequate time to learn to use Vicarious Surgical’s future products and technologies. Convincing surgeons, hospital and ASC staff to dedicate the time and resources necessary for adequate training in the use of the Vicarious System will be challenging, and Vicarious Surgical cannot assure you it will be successful in these efforts. If surgeons, hospital or ASC staff are not properly trained, they may misuse or ineffectively use the Vicarious System. If nurses or other members of the hospital or ASC staff are not adequately trained to assist in using the Vicarious System, surgeons may be unable to use the Vicarious System. Insufficient training may result in unsatisfactory patient outcomes, patient injury and related liability or negative publicity, which could have an adverse effect on Vicarious Surgical’s product sales or create substantial potential liabilities.

Robotic-assisted surgical device development is costly and involves continual technological change, which may render the Vicarious System obsolete.

The market for robotic-assisted surgical devices is characterized by rapid technological change, medical advances and evolving industry standards. Any one of these factors could reduce the demand for the Vicarious System, when or if it is authorized for marketing, or require substantial resources and expenditures for research, design and development to avoid technological or market obsolescence.

Vicarious Surgical’s success will depend on its ability to enhance its current technology, services and systems and develop or acquire and market new technologies to keep pace with technological developments and evolving industry standards, while responding to changes in customer needs. A failure to adequately develop or acquire device enhancements or new devices that will address changing technologies and customer requirements adequately, or to introduce such devices on a timely basis, may have a material adverse effect on Vicarious Surgical’s business, financial condition and results of operations.

Vicarious Surgical might have insufficient financial resources to improve existing devices, advance technologies and develop new devices at competitive prices. Technological advances by one or more competitors or future entrants into the field may result in the Vicarious System becoming non-competitive or obsolete, which may decrease revenues and profits and adversely affect Vicarious Surgical’s business and results of operations.

Vicarious Surgical may encounter significant competition across its existing and future planned products and technologies and in each market in which Vicarious Surgical sells or plans to sell the Vicarious System from various companies, many of which have greater financial and marketing resources than Vicarious Surgical. Vicarious Surgical’s primary competitors include Intuitive Surgical, Johnson & Johnson (including their wholly-owned subsidiaries Ethicon Endo-Surgery, Inc., Auris Health, Inc. and Verb Surgical Inc.), and Medtronic, which are currently the top manufacturers of robotic-assisted surgical devices.

In addition, Vicarious Surgical’s primary competitors, which are well-established medical device manufacturers with significant resources, may engage in aggressive marketing tactics. Competitors may also possess the ability to commercialize additional lines of products, bundle products or offer higher discounts and incentives to customers in order to gain a competitive advantage. If the prices of competing products are lowered as a result, Vicarious Surgical may not be able to compete effectively.

Vicarious Surgical is highly dependent upon the continued contributions of its Co-Founder, Chief Executive Officer and President, Adam Sachs, its Co-Founder and Chief Technology Officer, Sammy Khalifa. The loss of their services could harm Vicarious Surgical’s business, and if Vicarious Surgical is unable to attract, recruit, train, retain, motivate and integrate key personnel, Vicarious Surgical may not achieve its goals.

Vicarious Surgical’s future success depends on its ability to attract, recruit, train, retain, motivate and integrate key personnel, including Vicarious Surgical’s Co-Founder, Chief Executive Officer and President, Adam Sachs, its Co-Founder and Chief Technology Officer, Sammy Khalifa, as well as its recently expanded management team and its research and development, manufacturing, sales and marketing personnel. New Vicarious Surgical’s future business and results of operations depend in significant part upon the continued contributions of Messrs. Sachs and Khalifa. If Vicarious Surgical were to lose their services or if they fail to perform in their current positions, or if Vicarious Surgical is not able to attract and retain skilled employees in addition to Messrs. Sachs and Khalifa, this could adversely affect the development and implementation of Vicarious Surgical’s business plan and substantially harm its business. Competition for qualified personnel is intense.

In addition, Vicarious Surgical relies upon technical and scientific employees or third-party contractors to effectively establish, manage and grow its business. Consequently, Vicarious Surgical believes that its future viability will depend largely on its ability to attract and retain highly skilled robotics engineers, artificial intelligence engineers, software engineers, hardware engineers and optical engineers, as well as other managerial, sales, scientific and technical personnel. In order to effectively recruit these personnel, Vicarious Surgical may need to pay higher compensation or fees to its employees or consultants than it currently expects, and such higher compensation payments may have a negative effect on its operating results. Competition for experienced, high-quality personnel is intense, and Vicarious Surgical cannot assure investors that it will be able to recruit and retain such personnel. Vicarious Surgical’s growth depends, in particular, on attracting and retaining highly-trained sales personnel with the necessary technical background and ability to understand the Vicarious System at a technical level to effectively identify and sell to potential new customers and develop new uses for the Vicarious System. Because of the technical and complex nature of the Vicarious System and the dynamic market in which Vicarious Surgical competes, any failure to attract, recruit, train, retain, motivate and integrate qualified personnel could materially delay development of the Vicarious System and harm its operating results and growth prospects.

Vicarious Surgical will need to expand its organization, and it may experience difficulties in recruiting needed additional employees and consultants, which could disrupt its operations.

As Vicarious Surgical’s development and commercialization plans and strategies develop, Vicarious Surgical will need additional managerial, operational, sales, marketing, financial, legal and other resources. The competition for qualified personnel in the medical device industry is intense. Due to this intense competition, Vicarious Surgical may be unable to attract and retain the qualified personnel necessary for the development of its business or to recruit suitable replacement personnel.

Vicarious Surgical’s management may need to divert a disproportionate amount of its attention away from Vicarious Surgical’s day-to-day activities and devote a substantial amount of time to managing these growth activities. Vicarious Surgical may not be able to effectively manage the expansion of its operations, which may result in weaknesses in its infrastructure, operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. Vicarious Surgical’s expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of additional surgical applications for the Vicarious System. If Vicarious Surgical’s management is unable to effectively manage its growth, its expenses may increase more than expected, its ability to generate and/or grow revenue could be reduced and it may not be able to implement its business strategy. Vicarious Surgical’s future financial performance and its ability to commercialize the Vicarious System and compete effectively will depend, in part, on its ability to effectively manage any future growth.

Vicarious Surgical has no experience in marketing and selling the Vicarious System and if Vicarious Surgical is unable to successfully commercialize the Vicarious System, Vicarious Surgical’s business and operating results will be adversely affected.

Vicarious Surgical has no experience marketing and selling the Vicarious System, should it receive marketing authorization from the FDA and other regulatory authorities. Vicarious Surgical currently intends to sell the Vicarious System to hospitals and ASCs. Future sales of the Vicarious System will depend in large part on its ability to effectively market and sell the Vicarious System, successfully manage and expand its sales force, and increase the scope of its marketing efforts. Vicarious Surgical may also enter into distribution arrangements in the future. Because Vicarious Surgical has limited experience in marketing and selling the Vicarious System, Vicarious Surgical’s ability to forecast demand, the infrastructure required to support such demand and the sales cycle to customers is unproven. If Vicarious Surgical does not build an efficient and effective marketing and sales force, Vicarious Surgical’s business and operating results will be adversely affected.

Vicarious Surgical expects to generate an increasing portion of its revenue internationally in the future and may become subject to various additional risks relating to its international activities, which could adversely affect its business, operating results and financial condition.

Vicarious Surgical intends to generate revenues from international sources as Vicarious Surgical expands its sales and marketing opportunities internationally. Vicarious Surgical has limited experience operating internationally and engaging in international business involves a number of difficulties and risks, including:

•        the challenges associated with building local brand awareness, obtaining local key opinion leader support and clinical support, implementing reimbursement strategies and building local marketing and sales teams;

•        required compliance with foreign regulatory requirements and laws, including regulations and laws relating to patient data and medical devices;

•        trade relations among the United States and those foreign countries in which Vicarious Surgical’s future customers, distributors, manufacturers and suppliers have operations, including protectionist measures such as tariffs and import or export licensing requirements, whether imposed by the United States or such foreign countries;

•        difficulties and costs of staffing and managing foreign operations;

•        difficulties protecting, procuring or enforcing intellectual property rights internationally;

•        required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act, data privacy requirements, labor laws and anti-competition regulations;

•        laws and business practices that may favor local companies;

•        longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

•        political and economic instability; and

•        potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements and other trade barriers.

Vicarious Surgical dedicates significant resources to its international operations and is unable to manage these risks effectively, Vicarious Surgical’s business, operating results and financial condition may be adversely affected.

If Vicarious Surgical experiences decreasing prices for its products and technologies and is unable to reduce its expenses, including the per unit cost of producing its products and technologies, there may be a material adverse effect on Vicarious Surgical’s business, results of operations, financial condition and cash flows.

Vicarious Surgical may experience decreasing prices for the Vicarious System upon regulatory authorization due to pricing pressure from managed care organizations and other third-party payors and suppliers, increased market power of its payors as the medical device industry consolidates, and increased competition among suppliers, including manufacturing services providers. If the prices for the Vicarious System decrease and Vicarious Surgical is unable to reduce its expenses, including the cost of sourcing materials, logistics and the cost to manufacture the Vicarious System, Vicarious Surgical’s business, results of operations, financial condition and cash flows may be adversely affected. To the extent that Vicarious Surgical engages in sales to large hospital networks, it may be subject to procurement discounts, which could have a negative impact on the prices of its products and technologies.

Vicarious Surgical may experience manufacturing problems or delays that could limit the growth of Vicarious Surgical’s revenue or increase its losses.

Vicarious Surgical may encounter unforeseen situations that would result in delays or shortfalls in its production as well as delays or shortfalls caused by its outsourced manufacturing suppliers and by other third-party suppliers who manufacture components for the Vicarious System. The FDA has established comprehensive and prescriptive regulations for manufacturers of finished medical devices and device components, which require them to establish and maintain processes and procedures to adequately control device manufacturing operations and environmental conditions that could adversely affect product quality and impact patient safety. Clean room standards are an example of these requirements. Failure of Vicarious Surgical or its third-party component manufacturers or suppliers to comply with applicable standards and regulatory requirements could delay the production of the Vicarious System.

Vicarious Surgical or its third-party component manufacturers or suppliers may encounter difficulties in scaling up or maintaining production relating to the Vicarious System, including:

•        problems involving production yields;

•        quality control and assurance;

•        component or material supply shortages;

•        import or export restrictions on components, materials or technology;

•        shortages of qualified personnel; and

•        compliance with state and federal regulations.

If Vicarious Surgical is unable to keep up with demand for the Vicarious System, Vicarious Surgical’s future revenue could be impaired, market acceptance for the Vicarious System could be adversely affected and its customers might instead purchase its competitors’ products. Vicarious Surgical’s inability to successfully manufacture the Vicarious System would have a material adverse effect on Vicarious Surgical’s operating results.

Vicarious Surgical relies on limited or sole suppliers for some of the materials and components used in the Vicarious System, and may not be able to find replacements or immediately transition to alternative suppliers, which could require Vicarious Surgical to redesign aspects of the Vicarious System and which would have a material adverse effect on Vicarious Surgical’s business, financial condition, results of operations and reputation.

Vicarious Surgical relies on limited or sole suppliers for certain materials and components that are used in the Vicarious System. While Vicarious Surgical periodically forecasts its needs for such materials and enters into standard purchase orders with them, Vicarious Surgical does not have long-term contracts with some of these suppliers. If Vicarious Surgical were to lose such suppliers, or if such suppliers were unable to fulfill Vicarious Surgical’s orders or to meet Vicarious Surgical’s manufacturing specifications, there can be no assurance that Vicarious Surgical will be able to identify or enter into agreements with alternative suppliers on a timely basis or on acceptable terms, if at all. Furthermore, if Vicarious Surgical is required to change the manufacturer of a key component of the Vicarious System, it would be required to verify that the new manufacturer maintains facilities and procedures that comply with

quality standards and with all applicable regulations and guidelines, and it may be required to redesign aspects of the Vicarious System to accommodate the new component, which would result in significant delays and additional costs. An interruption in Vicarious Surgical’s operations could occur if Vicarious Surgical encounters delays or difficulties in redesigning the Vicarious System, or securing these materials and components, or if the quality of the materials and components supplied do not meet Vicarious Surgical’s requirements, or if Vicarious Surgical cannot then obtain an acceptable substitute. The time and effort required to redesign the Vicarious System, or to qualify a new supplier and ensure that the new materials and components provide the same or better quality results could result in significant additional costs. Any such interruption could significantly affect Vicarious Surgical’s business, financial condition, results of operations and reputation. While Vicarious Surgical believes that its supplies of components and materials are currently sufficient for Vicarious Surgical to continue the development of its products and technologies without a disruption to its business, in the event that it must replace one of its suppliers, there can be no assurance that Vicarious Surgical can maintain this level of inventory in the future.

Acquisitions, joint ventures or strategic alliances could disrupt Vicarious Surgical’s business, cause dilution to New Vicarious Surgical’s stockholders and otherwise harm Vicarious Surgical’s business.

Vicarious Surgical may acquire other businesses or products and technologies, as well as pursue strategic alliances, joint ventures, technology licenses or investments in complementary businesses. Vicarious Surgical has not engaged in any of these strategic transactions to date, and its ability to do so successfully is unproven. Any of these strategic transactions could be material to Vicarious Surgical’s financial condition and operating results and expose Vicarious Surgical to many risks, including:

•        disruption in Vicarious Surgical’s relationships with customers, distributors, manufacturers or suppliers as a result of such a transaction;

•        unanticipated liabilities related to acquired companies;

•        difficulties integrating acquired personnel, technologies and operations into its existing business;

•        diversion of management’s time and focus away from operating Vicarious Surgical’s business to acquisition integration challenges;

•        increases in Vicarious Surgical’s expenses and reductions in its cash available for operations and other uses; and

•        possible write-offs or impairment charges relating to acquired businesses.

Foreign acquisitions involve unique risks in addition to those mentioned above, including those related to the integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

In addition, the anticipated benefit of any acquisition may not materialize. Future acquisitions or dispositions could result in potentially dilutive issuances of Vicarious Surgical’s equity securities, the incurrence of debt, contingent liabilities or amortization expenses or write-offs of goodwill, any of which could harm Vicarious Surgical’s financial condition. Vicarious Surgical cannot predict the number, timing or size of future joint ventures, strategic alliances or acquisitions, if any, or the effect that any such transactions might have on Vicarious Surgical’s operating results.

If Vicarious Surgical does not successfully develop, optimize and operate its sales and distribution channels or Vicarious Surgical does not effectively expand and update infrastructure, its operating results and customer experience may be negatively impacted.

If Vicarious Surgical does not adequately predict market demand or otherwise develop, optimize and operate its sales and distribution channels successfully, it could result in excess or insufficient inventory or fulfillment capacity, increased costs, or immediate shortages in product or component supply, or harm Vicarious Surgical’s business in other ways. In addition, if Vicarious Surgical does not maintain adequate infrastructure to enable it to, among other things, manage its purchasing and inventory, it could negatively impact Vicarious Surgical’s operating results.

If Vicarious Surgical is unable to continue the development of an adequate sales and marketing organization and/or if its direct sales organization is not successful, it may have difficulty achieving market awareness and selling its product and technologies in the future.

Vicarious Surgical must develop and grow its sales and marketing organization and enter into partnerships or other arrangements to market and sell its products and technologies and/or collaborate with third parties, including distributors and others, to market and sell its products and technologies to develop and maintain the commercial success of the Vicarious System, when or if it is authorized for marketing, and to achieve commercial success for any of Vicarious Surgical’s future products and technologies. Developing and managing a direct sales organization is a difficult, expensive and time-consuming process.

To develop Vicarious Surgical’s sales and marketing organization to successfully achieve market awareness and sell its products and technologies after they receive appropriate marketing authorization, Vicarious Surgical must:

•        continue to recruit and retain adequate numbers of effective and experienced sales and marketing personnel;

•        effectively train its sales and marketing personnel in the benefits and risks of the Vicarious System;

•        establish and maintain successful sales, marketing, training and education programs that educate health care professionals so they can appropriately inform their patients about the Vicarious System;

•        manage geographically dispersed sales and marketing operations; and

•        effectively train Vicarious Surgical’s sales and marketing personnel on the applicable fraud and abuse laws that govern interactions with health care practitioners as well as current and prospective patients and maintain active oversight and auditing measures to ensure continued compliance.

Vicarious Surgical may not be able to successfully manage its sales force or increase its product sales at acceptable rates.

If Vicarious Surgical is unable to establish and maintain adequate sales and marketing capabilities or enter into and maintain arrangements with third parties to sell and market the Vicarious System, its business may be harmed.

Vicarious Surgical cannot guarantee that it will be able to establish and maintain an adequate volume of sales in the future. A substantial reduction in sales could have a material adverse effect on Vicarious Surgical’s operating performance. To the extent that Vicarious Surgical enters into additional arrangements with third parties to perform sales or marketing services in the United States, Europe or other countries, Vicarious Surgical’s product margins could be lower than if it directly marketed and sold the Vicarious System. To the extent that Vicarious Surgical enters into co-promotion or other marketing and sales arrangements with other companies, any revenue received will depend on the skills and efforts of others, and Vicarious Surgical cannot predict whether these efforts will be successful. In addition, the growth of market acceptance of the Vicarious System by healthcare practitioners outside of the United States will largely depend on Vicarious Surgical’s ability to continue to demonstrate the relative safety, effectiveness, reliability, cost-effectiveness and ease of use of the Vicarious System. If Vicarious Surgical is unable to do so, it may not be able to increase product revenue from its sales efforts in other countries. If Vicarious Surgical is unable to establish and maintain adequate sales, marketing and distribution capabilities, independently or with others, its future revenue may be reduced and its business may be harmed.

Quality problems could lead to recalls or safety alerts and/or reputational harm and could have a material adverse effect on Vicarious Surgical’s business, results of operations, financial condition and cash flows.

Quality of Vicarious Surgical’s product and technologies and future commercial products and technologies is very important to Vicarious Surgical and its customers due to the serious and costly consequences of product failure. The success of Vicarious Surgical depends on the quality and reliability of the Vicarious System. Vicarious Surgical’s business exposes it to potential product liability risks that are inherent in the design, manufacture, and marketing of medical devices. While Vicarious Surgical takes measures to ensure that components, products and technologies are manufactured to stringent quality specifications, The Vicarious System incorporates mechanical parts, electrical components, optical components, packaging and computer software, any of which may contain errors or exhibit failures, especially when the finished system is first introduced. In addition, new products or modifications may contain

undetected errors or performance problems that, despite testing, are discovered only after marketing authorization and commercial shipment. Because the Vicarious System is being designed to perform complex surgical procedures, due to the serious and costly consequences of product failure, Vicarious Surgical and its future customers have an increased sensitivity to such defects.

Although the Vicarious System is subject to stringent quality processes and controls, Vicarious Surgical cannot provide assurance that its system will not experience component aging, errors, performance problems, manufacturing nonconformities, or design defects or that unexpected risks to users or patients will not be discovered during commercial use. If Vicarious Surgical experiences product flaws or performance problems, any or all of the following could occur:

•        delays in shipments;

•        loss of revenue;

•        delay in market acceptance;

•        diversion of resources;

•        damage to reputation;

•        product recalls;

•        regulatory actions;

•        increased service or warranty costs; or

•        product liability claims.

Additionally, the manufacture and production of the Vicarious System requires a highly controlled and clean environment to minimize particles and other yield- and quality-limiting contaminants. Weaknesses in process control or minute impurities in materials may result in defective products. If Vicarious Surgical is not able to maintain stringent quality controls, or if contamination problems arise, Vicarious Surgical may experience delays in development and commercialization efforts and may be subject to regulatory enforcement actions, which would harm its business and results of operations.

If Vicarious Surgical or its third-party component manufacturers or suppliers fail to meet any applicable product quality standards and the Vicarious System is the subject of recalls, safety alerts or other regulatory enforcement actions, Vicarious Surgical’s reputation could be damaged, it could lose customers, and its revenue and results of operations could decline.

If Vicarious Surgical is not able to develop and release new surgical applications for the Vicarious System, or successful enhancements, new features and modifications to the Vicarious System or to achieve adequate clinical utility, its business, financial condition and results of operations could be adversely affected.

The markets in which Vicarious Surgical operates are characterized by rapid technological change, frequent new product and service introductions and enhancements, changing customer demands, and evolving industry standards. The introduction of products embodying new technologies can quickly make existing products obsolete and unmarketable. Additionally, changes in laws and regulations could impact the usefulness of the Vicarious System and could necessitate changes or modifications to the Vicarious System to accommodate such changes. Vicarious Surgical invests substantial resources in researching and developing new developments to the Vicarious System and enhancing the Vicarious System by incorporating additional features, improving functionality, and adding other improvements to meet customers’ evolving needs. The success of any enhancements, improvements or any new features to the Vicarious System, when or if authorized for marketing by the FDA, depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with new and existing technologies and third-party partners’ technologies and overall market acceptance. Vicarious Surgical may not succeed in developing, marketing and delivering on a timely and cost-effective basis enhancements or improvements to the Vicarious System or any new products and technologies that respond to continued changes in market demands or new customer requirements, and any enhancements or improvements to the Vicarious System or any new solutions may not achieve market acceptance or authorization. Since developing the Vicarious System is complex, the timetable for the release of new enhancements is difficult to predict, and Vicarious Surgical may not offer new updates as rapidly as its customers require or

expect. Any new products and technologies that Vicarious Surgical develops may not be introduced in a timely or cost-effective manner, may contain errors or defects, or may not achieve the broad market acceptance necessary to generate sufficient revenue. Moreover, even if Vicarious Surgical introduces new products and technologies, it may experience a decline in revenue from the Vicarious System that is not offset by revenue from the new products and technologies. For example, customers may delay making purchases of new products and technologies to permit them to make a more thorough evaluation of these products and technologies or until industry and marketplace reviews become widely available. Customers may also delay purchasing a new product because their existing Vicarious System or other devices continues to meet their needs. Some customers may hesitate to migrate to a new product due to concerns regarding the performance of the new product. In addition, Vicarious Surgical may lose existing customers who choose a competitor’s products. This could result in a temporary or permanent revenue shortfall and adversely affect the business, financial condition and results of operations of Vicarious Surgical.

The introduction of new products and solutions by competitors, the development of entirely new technologies to replace existing offerings or shifts in healthcare benefits trends could make Vicarious Surgical’s future commercial products and technologies obsolete or adversely affect Vicarious Surgical’s business, financial condition and results of operations. Vicarious Surgical may experience difficulties with industry standards, design or marketing that could delay or prevent its development, introduction or implementation of new products and technologies, enhancements, additional features or capabilities. If customers do not widely purchase and adopt Vicarious Surgical’s future products and technologies, Vicarious Surgical may not be able to realize a return on its investment. If Vicarious Surgical does not accurately anticipate customer demand or if it is unable to develop, license or acquire new features and capabilities on a timely and cost-effective basis, or if such enhancements do not achieve market acceptance, it could result in adverse publicity, loss of revenue or market acceptance or claims by customers brought against Vicarious Surgical, each of which could have a material and adverse effect on the reputation, business, results of operations and financial condition of Vicarious Surgical.

The COVID-19 pandemic has and could continue to negatively affect various aspects of Vicarious Surgical’s business, which could have a material adverse effect on Vicarious Surgical’s business, financial condition, results of operations, or cash flows.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, and it has since spread throughout other parts of the world, including the United States. Any outbreak of contagious diseases, or other adverse public health developments, could have a material adverse effect on Vicarious Surgical’s business operations. These impacts to Vicarious Surgical’s operations have included, and could again in the future include, disruptions or restrictions on the ability of Vicarious Surgical’s employees’ and customers’ to travel or the ability of Vicarious Surgical to pursue collaborations and other business transactions, oversee the activities of Vicarious Surgical’s third-party manufacturers and suppliers and make shipments of materials. Vicarious Surgical may also be impacted by the temporary closure of the facilities of suppliers, manufacturers or customers. The COVID-19 pandemic may also continue to have an impact on potential customers, as elective surgeries are increasingly postponed and there is greater focus on areas of care with lower profitability, leading, as a consequence, to lower expenditures on new products and devices by health care institutions.

In an effort to halt the outbreak of COVID-19, a number of countries, including the United States, have placed significant restrictions on travel and many businesses have announced extended closures. These travel restrictions and business closures have and may in the future adversely impact Vicarious Surgical’s operations locally and worldwide, including its ability to manufacture, market, sell or distribute the Vicarious System, when or if it is authorized by the FDA or other regulatory authorities for marketing, and such restrictions and closure have caused or may cause temporary closures of facilities of suppliers, manufacturers or customers. Any disruption in the operations of Vicarious Surgical’s employees, suppliers, customers, manufacturers or access to customers would likely impact Vicarious Surgical’s future sales and operating results. In addition, travel restrictions could make it more difficult for Vicarious Surgical to monitor the quality of its third party manufacturing operations if Vicarious Surgical is unable to conduct in-person quality audits of those facilities. Vicarious Surgical is continuing to monitor and assess the effects of the COVID-19 pandemic on its operations. However, Vicarious Surgical cannot at this time accurately predict what effects these conditions will ultimately have on Vicarious Surgical’s operations due to uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of the travel restrictions and business closures imposed by the governments of impacted countries. In addition, a significant outbreak of contagious diseases

in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for the Vicarious System and likely impact the operating results of Vicarious Surgical.

Vicarious Surgical will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect business, results of operations, and financial condition of Vicarious Surgical.

New Vicarious Surgical will incur significant legal, accounting and other expenses that Vicarious Surgical did not incur as a private company, including costs associated with public company reporting requirements. New Vicarious Surgical will also incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the NYSE. These rules and regulations are expected to increase New Vicarious Surgical’s legal and financial compliance costs and to make some activities more time consuming and costly. For example, New Vicarious Surgical’s management team will need to devote substantial time regarding operations as a public company and compliance with applicable laws and regulations. As a result, it may be more difficult for New Vicarious Surgical to attract and retain qualified individuals to serve on the New Vicarious Surgical Board or as executive officers of New Vicarious Surgical, which may adversely affect investor confidence in New Vicarious Surgical and could cause New Vicarious Surgical’s business or stock price to suffer.

Vicarious Surgical has identified a material weakness in its internal control over financial reporting. If Vicarious Surgical is unable to successfully remediate this material weakness in its internal control over financial reporting, it could have an adverse effect on the company.

Vicarious Surgical has identified material weaknesses in its internal control over financial reporting for the years ended December 31, 2020 and 2019. The material weaknesses Vicarious Surgical identified were as follows:

•        Vicarious Surgical did not maintain an effective control environment as it did not maintain a sufficient complement of accounting and financial reporting resources commensurate with its financial reporting requirements.

•        Vicarious Surgical did not maintain an effective risk assessment process, which led to improperly designed controls.

•        Vicarious Surgical did not maintain appropriate control activities to support the appropriate segregation of duties over the review of account reconciliations and manual journal entries, and safeguarding of assets.

•        Vicarious Surgical did not design and implement control related to information technology, including access and change management.

•        Vicarious Surgical did not document, thoroughly communicate and monitor controls processes and relevant accounting policies and procedures.

These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to Vicarious Surgical’s annual or interim financial statements that would not be prevented or detected. Had Vicarious Surgical performed an evaluation of its internal control over financial reporting in accordance with Section 404, additional control deficiencies may have been identified by management, and those control deficiencies could have also represented one or more material weaknesses.

In an effort to remediate the material weaknesses, Vicarious Surgical has retained an accounting consulting firm to provide additional depth and breadth in its technical accounting and financial reporting capabilities. Vicarious Surgical has also hired additional qualified accounting and finance personnel to provide needed levels of expertise in its internal accounting function and maintain appropriate segregation of duties. Vicarious Surgical intends to complete an appropriate risk assessment to identify relevant risks and specify needed objectives. Vicarious Surgical intends to formalize and communicate its policies and procedures surrounding its financial close, financial reporting and other accounting processes. Vicarious Surgical intends to further develop and document necessary policies and procedures regarding its internal control over financial reporting, such that Vicarious Surgical is able to perform a Section 404 analysis of its internal control over financial reporting when and as required following the completion of the Merger. Vicarious Surgical cannot assure you that these measures will significantly improve or remediate the material weaknesses described above. Vicarious Surgical also cannot assure you that it has identified all or that it will not have

additional material weaknesses in the future. Accordingly, a material weakness may still exist when Vicarious Surgical reports on the effectiveness of its internal control over financial reporting for purposes of its attestation when required by reporting requirements under the Exchange Act or Section 404 after the Merger. Further, while Vicarious Surgical remains an emerging growth company, it will not be required to include an attestation report on internal control over financial reporting issued by its independent registered public accounting firm.

Vicarious Surgical expects to incur additional costs to remediate these control deficiencies, though there can be no assurance that its efforts will be successful or avoid potential future material weaknesses. If Vicarious Surgical is unable to successfully remediate its existing or any future material weaknesses in its internal control over financial reporting, or if Vicarious Surgical identifies any additional material weaknesses, the accuracy and timing of its financial reporting may be adversely affected, Vicarious Surgical may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Vicarious Surgical’s financial reporting, and its stock price may decline as a result. Vicarious Surgical also could become subject to investigations by NYSE, the SEC or other regulatory authorities.

The enactment of legislation implementing changes in the U.S. taxation of international business activities, the adoption of other tax reform policies or changes in tax legislation or policies in jurisdictions outside of the United States could materially impact Vicarious Surgical’s results of operations and financial condition.

Vicarious Surgical will be subject to income tax in the numerous international jurisdictions in which it intends to operate. Reforming the taxation of international businesses has been a priority for politicians, and a wide variety of potential changes have been proposed. Some proposals, several of which have been enacted, impose incremental taxes on gross revenue, regardless of profitability.

Vicarious Surgical’s ability to use net operating losses to offset future income may be subject to certain limitations.

As of December 31, 2020, Vicarious Surgical had federal net operating loss carry forwards (“NOLs”) to offset future taxable income of approximately $27.8 million, of which approximately $2.8 million will expire at various dates through December 31, 2037, if not utilized. A lack of future taxable income would adversely affect Vicarious Surgical’s ability to utilize these NOLs. In addition, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs and other pre-change tax attributes (such as research tax credits) to offset post-change taxable income. For these purposes, an ownership change generally occurs where the equity ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a three-year period (calculated on a rolling basis). Vicarious Surgical’s existing NOLs may be subject to limitations arising out of previous ownership changes and Vicarious Surgical may be limited as to the amount that can be utilized each year as a result of such previous ownership changes. In addition, future changes in Vicarious Surgical’s or New Vicarious Surgical’s stock ownership, including the Business Combination or future offerings, as well as other changes that may be outside of Vicarious Surgical’s control, could result in additional ownership changes under Section 382 of the Code. Vicarious Surgical’s NOLs may also be impaired under similar provisions of state law. We have not conducted a study to assess whether an ownership change has occurred, whether there have been multiple ownership changes since inception or whether there has been an ownership change as the result of the Business Combination due to the significant complexity and costs associated with such a study. Vicarious Surgical has recorded a full valuation allowance related to its NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

In addition to the limitations discussed above under Sections 382 of the Code, the utilization of NOLs incurred in taxable years beginning after December 31, 2017, are subject to limitations, as modified by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). In general, NOLs generated in taxable years beginning after December 31, 2017 may offset no more than 80 percent of such year’s taxable income and there is no ability for such NOLs to be carried back to a prior taxable year. The CARES Act modifies this limitation on the deduction of NOLs and provides that NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021, may be carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not be carried back. In addition, the CARES Act eliminates the limitation on the deduction of NOLs to 80 percent of current year taxable income for taxable years beginning before January 1, 2021. As a result of such limitation, Vicarious Surgical may be required to pay federal income tax in some future year notwithstanding that Vicarious Surgical has a net loss for all years in the aggregate.

U.S. taxation of international business activities or the adoption of tax reform policies could materially impact Vicarious Surgical’s future financial position and results of operations.

Limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of future foreign earnings. Should the scale of Vicarious Surgical’s international business activities expand, any changes in the U.S. taxation of such activities could increase Vicarious Surgical’s worldwide effective tax rate and harm Vicarious Surgical’s future financial position and results of operations.

Vicarious Surgical could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and other worldwide anti-bribery laws by Vicarious Surgical or its agents.

Vicarious Surgical is subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”), which prohibits companies and their intermediaries from making payments in violation of law to non-U.S. government officials for the purpose of obtaining or retaining business or securing any other improper advantage. Vicarious Surgical’s possible future reliance on independent distributors or strategic partners to sell the Vicarious System internationally demands a high degree of vigilance in enforcing Vicarious Surgical’s policy against participation in corrupt activity, because these distributors or strategic partners could be deemed to be Vicarious Surgical’s agents, and Vicarious Surgical could be held responsible for their actions. Other U.S. companies in the medical device and pharmaceutical fields have faced criminal penalties under the FCPA for allowing their agents to deviate from appropriate practices in doing business with such non-U.S. government officials. Vicarious Surgical is also subject to similar anti-bribery laws in the jurisdictions in which Vicarious Surgical plans to operate, including the United Kingdom’s Bribery Act of 2010, which also prohibits commercial bribery and makes it a crime for companies to fail to prevent bribery. Vicarious Surgical has limited experience in complying with these laws and in developing procedures to monitor compliance with these laws by its agents. These laws are complex and far-reaching in nature, and, as a result, Vicarious Surgical cannot assure investors that Vicarious Surgical would not be required in the future to alter one or more of its practices to be in compliance with these laws or any changes in these laws or the interpretation thereof.

Any violations of these laws, or allegations of such violations, could disrupt Vicarious Surgical’s operations, involve significant management distraction, involve significant costs and expenses, including legal fees, and could result in a material adverse effect on Vicarious Surgical’s business, prospects, financial condition, or results of operations. Vicarious Surgical could also incur severe penalties, including criminal and civil penalties, disgorgement, and other remedial measures.

Risks Related to Health Care Industry Shifts and Changing Regulations

Vicarious Surgical is subject to extensive government regulation, which could restrict the development, marketing, sale and distribution of its products and technologies and could cause Vicarious Surgical to incur significant costs.

Vicarious Surgical and the Vicarious System are subject to extensive pre-market and post-market regulation by the FDA and various other federal, state, local and foreign government authorities. Government regulation of medical devices is meant to assure their safety and effectiveness, and includes requirements for, among other things:

•        design, development and manufacturing processes;

•        labeling, content and language of instructions for use and storage;

•        product testing, pre-clinical studies and clinical trials (if applicable);

•        regulatory authorization, including but not limited to pre-market clearance or pre-market approval;

•        establishment registration, device listing and ongoing compliance with the QSR requirements;

•        advertising and promotion;

•        marketing, sales and distribution;

•        conformity assessment procedures;

•        product traceability and record-keeping procedures;

To ensure compliance with regulatory requirements, medical device manufacturers are subject to market surveillance and periodic, pre-scheduled and unannounced inspections by the FDA or other regulatory authorities, and these inspections may include the manufacturing facilities of Vicarious Surgical’s subcontractors.

Vicarious Surgical, as well as its third-party manufacturers or suppliers that are regulated by the FDA, is also subject to numerous post-marketing regulatory requirements, which include quality system regulations related to the manufacture of the Vicarious System, labeling regulations and medical device reporting (“MDR”) regulations. The last of these regulations requires Vicarious Surgical to report to the FDA if its commercial devices cause or contribute to a death or serious injury, or malfunction in a way that would likely cause or contribute to a death or serious injury if the malfunction recurred. The failure to comply with applicable regulatory requirements can result in enforcement actions by the FDA, which may include any of the following sanctions:

•        untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;

•        customer notifications, or orders for repair, replacement or refunds;

•        voluntary or mandatory recalls, detentions or seizures of products;

•        operating restrictions, including total or partial suspension of production;

•        delays in the introduction of products into the market;

•        delay or refusal of for the FDA to grant 510(k) clearances, PMA approvals or de novo classification orders for new products or new intended uses or modifications to authorized products;

•        rescission of 510(k) clearance or suspension or withdrawal of PMAs that have already been granted; or

•        in the most serious cases, criminal prosecution.

The occurrence of any of these events may have a material adverse effect on Vicarious Surgical’s business, financial condition and results of operations.

There is no guarantee that the FDA will grant marketing authorization for the Vicarious System or any of Vicarious Surgical’s future products and technologies, and failure to obtain necessary marketing authorization for the Vicarious System and its future products and technologies would adversely affect Vicarious Surgical’s ability to grow its business.

The Vicarious System and Vicarious Surgical’s new or modified products and technologies will require FDA marketing authorization before they may be marketed in the United States. The FDA may refuse Vicarious Surgical’s requests for pre-market review of new products and technologies or may not grant marketing authorization for these products and technologies for the indications that are necessary or desirable for successful commercialization. Early stage review may also result in delays or other issues. For example, the FDA has issued guidance intended to explain the procedures and criteria used in assessing whether pre-market review submissions may be accepted for substantive review. Under the “Refuse to Accept” guidance, the FDA conducts an early review against specific acceptance criteria to notify applicants whether a pre-market submission for a device is administratively complete, and if not, such notification will identify the missing element(s). Applicants are given the opportunity to provide the FDA with any information identified as missing. If the information is not provided within a specified time, the submission will not be accepted for FDA review and will be considered abandoned. The FDA may also change its marketing authorization policies, adopt additional regulations or revise existing regulations, or take other actions that may prevent or delay authorization of Vicarious Surgical’s products and technologies under development or impact Vicarious Surgical’s ability to obtain marketing authorization for modifications to its authorized products in a timely manner. Significant delays in receiving or failure to receive FDA marketing authorization for Vicarious Surgical’s new products and technologies would have an adverse effect on Vicarious Surgical’s ability to expand its business.

Unsuccessful animal studies, clinical trials or procedures relating to products and technologies under development could have a material adverse effect on Vicarious Surgical’s prospects.

The regulatory approval process for new device products, technologies and new indications for existing device products and technologies requires extensive data and procedures, including the development of regulatory and quality standards and, potentially, studies involving animals or human subjects. While Vicarious Surgical intends to seek authorization for the Vicarious System with respect to ventral hernia procedures based on a legally marketed predicate

device, which would not require human clinical studies, other indications may require such studies. To support a PMA, unless an exemption is granted, the FDA would require that Vicarious Surgical conduct one or more clinical studies to demonstrate that a product candidate is safe and effective. In some cases, such studies may be requested to support a pre-market notification or de novo classification request, as well. Unfavorable or inconsistent data from future animal studies, clinical trials or other studies conducted by Vicarious Surgical or third parties, or perceptions regarding such data, could adversely affect Vicarious Surgical’s ability to obtain necessary device regulatory authorization and the market’s view of Vicarious Surgical’s future prospects.

Failure to successfully complete any required studies in a timely and cost-effective manner could have a material adverse effect on Vicarious Surgical’s prospects with respect to the Vicarious System or other products and technologies. Because animal studies, clinical trials and other types of scientific studies are inherently uncertain, there can be no assurance that these trials or studies will be completed in a timely or cost-effective manner, be suitable to support marketing authorization or result in a commercially viable product. Clinical trials or other studies may experience significant setbacks even if earlier preclinical or animal studies have shown promising results. Furthermore, preliminary results from animal studies or clinical trials may be contradicted by subsequent clinical analysis. Results from animal studies or clinical trials may also not be supported by actual long-term studies or clinical experience. If preliminary study results are later contradicted, or if initial results cannot be supported by actual long-term studies or clinical experience, Vicarious Surgical’s business could be adversely affected. Clinical trials also may be suspended or terminated by Vicarious Surgical, the FDA, the responsible IRB or other regulatory authorities at any time if it is believed that the trial participants face unacceptable health risks. The FDA may disagree with Vicarious Surgical’s interpretation of the data from the animal studies or clinical trials, or may find the design, conduct or results of such studies or trials inadequate to demonstrate safety and effectiveness of the product candidate. The FDA may also require additional pre-clinical studies or clinical trials, which could further delay approval of Vicarious Surgical’s products and technologies.

Recent initiatives by the FDA to enhance and modernize various regulatory pathways for device products and technologies and its overall approach to safety and innovation in the medical technology industry creates the possibility of changing product development costs, requirements, and other factors and additional uncertainty for Vicarious Surgical’s products, technologies and business.

Regulatory requirements may change in the future in a way that adversely affect Vicarious Surgical. Any change in the laws or regulations that govern pre-market authorization processes or the post-market compliance requirements relating to Vicarious Surgical’s current and future product candidates could make it more difficult and costly to obtain marketing authorization for new product candidates, or to produce, market and distribute existing product candidates that receive such authorization.

For example, the FDA and other government agencies have been focusing on the cybersecurity risks associated with certain medical devices and encouraging device manufacturers to take a more proactive approach to assessing the cybersecurity risks of their devices both during development and on a periodic basis after the devices are in commercial distribution. These regulatory efforts could lead to new FDA requirements in the future or additional product liability or other litigation risks if the Vicarious System is considered to be susceptible to third-party tampering. In December 2016, Congress passed the 21st Century Cures Act, which made multiple changes to the FDA’s rules for medical devices as well as for clinical trials, and in August 2017, Congress passed the most recent iteration of the five-year medical device user fee reauthorization package, which affects medical device regulation both pre- and post-approval and could have certain impacts on Vicarious Surgical’s business. Since that time, the FDA has announced a series of efforts to modernize and streamline the 510(k) notification and regulatory review process and monitoring post-market safety, and issued a Proposed Rule to formalize the de novo classification process to provide clarity to innovative device developers. Changes in the FDA 510(k) process could make clearance more difficult to obtain, increase delay, add uncertainty and have other significant adverse effects on Vicarious Surgical’s ability to obtain and maintain clearance for Vicarious Surgical product candidates. The negotiation process for the next cycle of medical device user fee programs began in 2020, as those programs must be reauthorized by Congress in mid-2022, and additional regulatory changes or new agency programs may be implemented as a result.

It is unclear at this time whether and how various activities initiated or announced by the FDA to modernize the U.S. medical device regulatory system could affect Vicarious Surgical’s business, as some of the FDA’s new medical device safety and innovation initiatives have not been formalized and remain subject to change. For example, a 2018 Medical Device Safety Action Plan included a particular focus on post-market surveillance and how to respond when new safety concerns emerge once a product is on the market. The increased attention that the medical technology industry

is receiving from regulators, lawmakers, and other stakeholders creates the possibility of unanticipated regulatory and other potential changes to the Vicarious System and Vicarious Surgical’s overall business. In response to the COVID-19 public health emergency, for example, the FDA’s device center leadership has exercised a significant amount of enforcement discretion to meet the medical community’s and patients’ needs for remote monitoring and other innovative solutions that involve digital health products and product candidates. The FDA has signaled that some of its policy changes adopted during the COVID-19 pandemic could remain in place after the public health emergency subsides, but it is unclear which policies will be retained or how those policies could impact the medical device industry in the future.

If Vicarious Surgical fails to obtain regulatory authorizations in other countries for existing product candidates or product candidates under development, it will not be able to commercialize these products and technologies in those countries.

In order for Vicarious Surgical to market the Vicarious System in countries outside of the United States, it must comply with extensive safety and quality regulations in other countries regarding the quality, safety and efficacy of the Vicarious System. These regulations, such as the requirements for obtaining marketing authorization, including CE mark grant in the European Union, as well as regulatory authorization in the Asia-Pacific region and the time required for regulatory review, vary from country to country. Failure to obtain marketing authorization in any foreign country in which Vicarious Surgical plans to market the Vicarious System may harm its ability to generate revenue and harm its business. Marketing authorization requirements and processes vary between countries and can involve additional product testing and additional administrative review periods. The time required to obtain marketing authorization in other countries might differ from that required to obtain FDA authorization. The pre-market review and authorization process in other countries may include all of the risks detailed above regarding FDA clearance in the United States, as well as other potential risks relating to delays, refusals, or uncertainties in the application preparation, submission, and review procedures specific to the regulatory processes in such countries. Regulatory authorization of a product in one country does not ensure regulatory authorization in another, but a failure or delay in obtaining marketing authorization in one country may negatively impact the regulatory process in others. Failure to obtain regulatory authorization in other countries or any delay or setback in obtaining such authorization could have the same adverse effects described above regarding FDA authorization in the United States.

If Vicarious Surgical, its contract manufacturers or its component suppliers are unable to manufacture the Vicarious System in sufficient quantities, on a timely basis, at acceptable costs and in compliance with regulatory and quality requirements, the manufacturing and distribution of Vicarious Surgical’s devices could be interrupted, and its product sales and operating results could suffer.

Vicarious Surgical, its contract manufacturers and its component suppliers are required to comply with the QSR, which is a complex regulatory framework that covers the procedures and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage, distribution and servicing of Vicarious Surgical’s devices. Vicarious Surgical and its contract manufacturers and regulated component suppliers will be subject to periodic unannounced inspections by the FDA and other regulatory authorities to monitor and ensure compliance with post-market regulatory requirements. Vicarious Surgical cannot assure investors that the FDA or other regulatory authorities will not discover evidence of noncompliance at Vicarious Surgical facilities or the facilities of its third-party manufacturers or suppliers during a future quality system inspection.

Accordingly, assuming Vicarious Surgical receives marketing authorization for one or more products, Vicarious Surgical and its contract manufacturers will continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production, product surveillance, and quality control. Failure of Vicarious Surgical or its third-party manufacturers and component suppliers to adhere to QSR requirements or take adequate and timely corrective action in response to an adverse regulatory inspection finding could delay production of the Vicarious System and lead to fines, difficulties in obtaining regulatory authorizations recalls, enforcement actions, including injunctive relief or consent decrees, or other consequences, which could have a material adverse effect on Vicarious Surgical’s financial condition or results of operations. Any such failure, including the failure of Vicarious Surgical’s contract manufacturers, to achieve and maintain the required high manufacturing standards could result in delays or failures in product testing or delivery, cost overruns, increased warranty costs or other problems that could harm Vicarious Surgical’s business and prospects.

Vicarious Surgical’s current or future products and technologies may be subject to product recalls even after receiving marketing authorization from the FDA. A recall of the Vicarious System, either voluntarily or at the direction of the FDA, or the discovery of serious safety issues with Vicarious Surgical’s future products, could have a significant adverse impact on Vicarious Surgical.

The FDA and similar governmental bodies in other countries have the authority to require the recall of the Vicarious System and any accessory devices if Vicarious Surgical or its third-party manufacturers fail to comply with relevant regulations pertaining to, among other things, manufacturing practices, labeling or if new information is obtained concerning deficiencies in the safety or efficacy of the Vicarious System. For example, under the FDA’s MDR regulations, Vicarious Surgical is required to report to the FDA any incident in which the Vicarious System may have caused or contributed to a death or serious injury or in which the Vicarious System malfunctioned in a manner likely to cause or contribute to death or serious injury if that malfunction were to recur. Repeated incidents of the same or similar adverse events or product malfunctions may result in a voluntary or mandatory product recall, or administrative or judicial seizure or injunction, when warranted. A government-mandated recall may be ordered if the FDA finds that there is a reasonable probability that the device would cause serious, adverse health consequences or death. A voluntary recall by Vicarious Surgical could occur as a result of a discovery of any material deficiency in a device, such as manufacturing defects, labeling deficiencies, packaging defects or other failures to comply with applicable regulations. It is possible that the FDA could disagree with Vicarious Surgical’s initial classification for a voluntary recall. The FDA requires that reports of corrections or removals of any device be submitted to the agency within 10 working days after the correction or removal is initiated; however, any recall initiated due to a discovery that a device violates the FDCA must be reported to FDA immediately. If a change to a device addresses a violation of the FDCA, that change would generally constitute a medical device recall and require submission of a recall report to the FDA.

Recalls of the Vicarious System would divert managerial and financial resources and have an adverse effect on Vicarious Surgical’s reputation, results of operations and financial condition, which could impair Vicarious Surgical’s ability to produce the Vicarious System in a cost-effective and timely manner in order to meet its customers’ demands. Vicarious Surgical may also be subject to product liability claims, be required to bear other costs, or be required to take other actions that may have a negative impact on its future sales and its ability to generate profits. Companies are required to maintain certain records of product withdrawals or removals, even if they are not reportable to the FDA. Vicarious Surgical may initiate voluntary field actions involving the Vicarious System in the future that it determines do not require notification to the FDA. If the FDA disagrees with Vicarious Surgical’s determinations, the FDA could require Vicarious Surgical to report those actions as recalls. A future recall, withdrawal, or seizure of any product could materially and adversely affect consumer confidence in the Vicarious Surgical brand, lead to decreased demand for the Vicarious System and negatively affect its sales. In addition, the FDA could take enforcement action for failing to report recalls when they were conducted by Vicarious Surgical or one of its agents.

Vicarious Surgical may be subject to enforcement action if Vicarious Surgical engages in improper or off-label marketing or promotion of the Vicarious System, including fines, penalties and injunctions.

The FDA regulates the promotional labeling for Vicarious Surgical’s products to ensure that the claims it makes are consistent with the relevant marketing authorizations, that there is scientific data to substantiate the claims and that Vicarious Surgical’s promotion and advertising is neither false nor misleading. The off-label marketing or false advertising of Vicarious Surgical’s products may harm the company’s image in the marketplace, result in injuries that lead to product liability suits, which could be costly to Vicarious Surgical’s business, or result in costly investigations and sanctions from the FDA and other regulatory bodies if Vicarious Surgical is deemed to have engaged in off-label promotion or false advertising. In addition to the FDA, depending on the form of marketing authorization that the Vicarious System and future products and technologies receive, the Federal Trade Commission (“FTC”) may have overlapping authority to oversee the advertising of Vicarious Surgical’s products and any related services offered by Vicarious Surgical. The FTC’s focus would be on ensuring such advertising is truthful and not deceptive under the FTC Act rather than enforcing any of the regulatory requirements in the FDCA and FDA’s implementing regulations.

In September 2020 the FDA issued a proposed rule to revise its regulation governing the types of evidence relevant to determining the “intended use” of a drug or device under the FDCA, which once finalized will have implications for when a manufacturer or distributor has engaged in off-label marketing. Public comments have been solicited, and FDA is expected to publish in the near future a final regulation and justify any additional revisions it may make to this regulatory language.

Vicarious Surgical is subject to federal, state and foreign laws prohibiting “kickbacks” and false or fraudulent claims, and other fraud and abuse laws, transparency laws, and other health care laws and regulations, which, if violated, could subject Vicarious Surgical to substantial penalties. Additionally, any challenge to or investigation into Vicarious Surgical’s practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm Vicarious Surgical’s business.

If Vicarious Surgical obtains FDA marketing authorization for its Vicarious System, it will be subject to broadly applicable fraud and abuse and other health care laws and regulations that may constrain the business or financial arrangements and relationships through which Vicarious Surgical markets, sells and distributes any products for which it obtains marketing authorization. Restrictions under applicable federal and state health care laws and regulations include the following:

•        the federal Anti-Kickback Statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under a federal health care program such as Medicare and Medicaid;

•        the federal False Claims Act imposes criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for, among other things, knowingly presenting, or causing to be presented false or fraudulent claims for payment by a federal government program, or making a false statement or record that is material to payment of a false claim or avoiding, decreasing or concealing an obligation to pay money to the federal government;

•        the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, imposes criminal and civil liability for executing a scheme to defraud any health care benefit program and also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

•        the federal false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for health care benefits, items or services;

•        the federal transparency requirements under the Physician Payments Sunshine Act require manufacturers of FDA-authorized drugs, devices, biologics and medical supplies covered by Medicare or Medicaid to report, on an annual basis, to the Department of Health and Human Services information related to payments and other transfers of value to physicians, teaching hospitals and certain advanced non-physician health care practitioners and physician ownership and investment interests; and

•        analogous state laws and regulations such as state anti-kickback and false claims laws and analogous non-U.S. fraud and abuse laws and regulations, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers, and some state laws require medical device companies to comply with the device industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring device manufacturers to report information related to payments to physicians and other healthcare providers or marketing expenditures. State and non-U.S. laws also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Efforts to ensure that Vicarious Surgical’s business arrangements with third parties comply with applicable health care laws and regulations will involve substantial costs. It is possible that governmental authorities will conclude that Vicarious Surgical’s business practices may not comply with current or future statutes, regulations or case law involving applicable fraud and abuse or other health care laws and regulations. If Vicarious Surgical’s operations are found to be in violation of any of these laws or any other governmental regulations that may apply to the company, Vicarious Surgical may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion of products from government funded health care programs, such as Medicare and Medicaid, and the

curtailment or restructuring of Vicarious Surgical’s operations. If any of the physicians or other health care providers or entities with whom Vicarious Surgical expects to do business is found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded health care programs.

Health care policy and payment changes may have a material adverse effect on Vicarious Surgical’s financial condition and results of operations.

Vicarious Surgical cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. In the United States and in some other jurisdictions, there have been a number of legislative and regulatory changes and proposed changes regarding the health care system that could prevent or delay marketing authorization of Vicarious Surgical’s products and technologies or any of its potential future products and technologies, restrict or regulate post-authorization activities, or affect Vicarious Surgical’s ability to profitably sell any products and technologies for which it obtains marketing authorization. Increased scrutiny by the U.S. Congress of the FDA’s medical device authorization process may significantly delay or prevent marketing authorization, as well as subject Vicarious Surgical to more stringent product labeling and post-marketing testing and other requirements. Congress also must reauthorize the FDA’s user fee programs every five years and often makes changes to those programs, in addition to policy or procedural changes that may be negotiated between the FDA and industry stakeholders as part of this periodic reauthorization process. The negotiation process for the next cycle of medical device user fee programs began in 2020 as those programs must be reauthorized by Congress in mid-2022.

In March 2010, Congress passed the ACA, which substantially changed the way health care is financed by both the government and private insurers, and significantly impacts the United States medical device industry. As another example, the 2021 Consolidated Appropriations Act signed into law on December 27, 2020 incorporated extensive health care provisions and amendments to existing laws.

There remain judicial and Congressional challenges to certain aspects of the ACA, and as a result certain sections of the ACA have not been fully implemented or effectively repealed. In particular, in December of 2018, a Texas U.S. District Court Judge ruled that the ACA is unconstitutional in its entirety because the individual mandate was repealed by Congress as part of the Tax Cuts and Jobs Act, effective January 1, 2019. In December 2019, the Fifth Circuit Court of Appeals upheld the district court’s ruling that the individual mandate in the ACA was unconstitutional, but remanded the case to the district court to determine whether other reforms enacted as part of the ACA, but not specifically related to the individual mandate or health insurance could be severed from the rest of the ACA so as not to have the law declared invalid in its entirety. On March 2, 2020, the United States Supreme Court granted the petitions for writs of certiorari to review this case and allocated one hour for oral arguments, which occurred on November 10, 2020. A decision from the Supreme Court is expected to be issued in spring 2021. It is unclear how this litigation and other efforts to repeal and replace the ACA will affect the implementation of that law, the medical device industry more generally, and Vicarious Surgical’s business. Additionally, the 2020 federal spending package permanently eliminated, effective January 1, 2020, the ACA-mandated “Cadillac” tax on high-cost employer-sponsored health coverage and medical device tax and, effective January 1, 2021, also eliminates the health insurer tax. In addition, CMS published a final rule that would give states greater flexibility, effective January 1, 2020, in setting benchmarks for insurers in the individual and small group marketplaces, which may have the effect of relaxing the essential health benefits required under the ACA for plans sold through such marketplaces. Vicarious Surgical continues to evaluate the potential impact of the ACA and its possible repeal or replacement on Vicarious Surgical’s business.

The uncertainty around the future of the ACA, and in particular the impact to reimbursement levels, may lead to uncertainty or delay in the purchasing decisions of Vicarious Surgical’s future customers, which may in turn negatively impact product sales. If there are not adequate reimbursement levels, Vicarious Surgical’s business and results of operations could be adversely affected.

In addition, other legislative changes have been proposed and adopted since the ACA was enacted. These changes include aggregate reductions to Medicare payments to providers of up to 2% per fiscal year pursuant to the Budget Control Act of 2011, which began in 2013 and will remain in effect through 2030 unless additional Congressional action is taken. However, the Medicare sequester reductions under the Budget Control Act of 2011 were suspended from May 1, 2020 through December 31, 2020 due to the COVID-19 pandemic, pursuant to provisions of the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, which also extended the sequester by

one year, through 2030, in order to offset the added expense of the 2020 cancellation. The 2021 Consolidated Appropriations Act was subsequently signed into law on December 27, 2020 and extended the CARES Act suspension period to March 31, 2021.

Vicarious Surgical cannot predict whether future health care initiatives will be implemented at the federal or state level or in countries outside of the United States in which Vicarious Surgical may do business in the future, or the effect any future legislation or regulation will have on the company.

Inadequate funding for the FDA and other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent new products and technologies from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal business functions on which the operation of Vicarious Surgical’s business may rely, which could negatively impact its business.

The ability of the FDA to review and approve or clear new medical device products and technologies can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of the SEC and other government agencies on which Vicarious Surgical’s operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictable.

Disruptions at the FDA and other agencies may also increase the time necessary for new products and technologies to be reviewed and/or authorized by necessary government agencies, which would adversely affect Vicarious Surgical’s business. For example, over the last several years, the U.S. government has shut down several times, and certain regulatory agencies, such as the FDA and the SEC, have had to furlough critical employees and stop critical activities. Separately, in response to the COVID-19 pandemic, in March 2020, the FDA announced its intention to temporarily postpone most inspections of foreign manufacturing facilities and products and technologies, as well as to temporarily postpone routine surveillance inspections of domestic manufacturing facilities. Subsequently, on July 10, 2020, the FDA announced its intention to resume certain on-site inspections of domestic manufacturing facilities subject to a risk-based prioritization system.

As of January 29, 2021, the FDA noted it was continuing to ensure timely reviews of applications for medical products and technologies during the COVID-19 pandemic in line with its user fee performance goals and conducting “mission-critical” domestic and foreign inspections to ensure compliance of manufacturing facilities with FDA quality standards. Utilizing a rating system to assist in determining when and where it is safest to conduct such inspections based on data about the trajectory of SARS-CoV-2 infections in a given state and locality and the rules and guidelines that are put in place by state and local governments, the FDA is either continuing to, on a case-by-case basis, conduct only “mission-critical” inspections, or, where possible to do so safely, resuming prioritized domestic inspections, which generally include pre-approval inspections. Foreign pre-approval inspections that are not deemed mission-critical remain postponed, while those deemed mission-critical will be considered for inspection on a case-by-case basis. The FDA will use similar data to inform resumption of prioritized operations abroad as it becomes feasible and advisable to do so, and it has recently resumed inspections in China and plans to also resume such activities in India as soon as possible. The FDA’s assessment of whether an inspection is mission-critical considers many factors related to the public health benefit of U.S. patients having access to the product subject to inspection, including whether the products and technologies are used to diagnose, treat, or prevent a serious disease or medical condition for which there is no other appropriate substitute. Both for-cause and pre-approval inspections can be deemed mission-critical. The FDA may not be able to maintain this pace and delays or setbacks are possible in the future.

Additionally, regulatory authorities outside the United States may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic. If a prolonged government shutdown or slowdown occurs, or if global health concerns continue to prevent the FDA or other regulatory authorities from conducting their regular inspections or other regulatory activities, it could significantly impact the ability of the FDA to timely review and process regulatory submissions, which could have a material adverse effect on Vicarious Surgical’s future business. Further, following the completion of the Business Combination and in New Vicarious Surgical’s operations as a public company, future government shutdowns could impact New Vicarious Surgical’s ability to access the public markets and obtain necessary capital in order to properly capitalize and continue its operations.

Risks Related to Vicarious Surgical’s Intellectual Property

If Vicarious Surgical is unable to protect its intellectual property, Vicarious Surgical’s ability to maintain any technological or competitive advantage over its competitors and potential competitors would be adversely impacted, and Vicarious Surgical’s business may be harmed.

Vicarious Surgical relies on patent protection as well as trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions to protect Vicarious Surgical’s proprietary technologies, all of which provide limited protection and may not adequately protect Vicarious Surgical’s rights or permit Vicarious Surgical to gain or keep any competitive advantage. If Vicarious Surgical fails to obtain, maintain, and protect its intellectual property, third parties may be able to compete more effectively against it, and it may lose its technological or competitive advantage. It may also incur substantial litigation costs in its attempts to defend, enforce recover or restrict the use of its intellectual property.

Vicarious Surgical cannot assure investors that any of Vicarious Surgical’s currently pending or future patent applications will result in granted patents, and Vicarious Surgical cannot predict how long it will take for such patents to be granted or whether the scope of such patents, if granted, will adequately protect the Vicarious System from competitors. It is possible that, for any of Vicarious Surgical’s patents that have been granted or that may be granted in the future, other parties will design alternatives that do not infringe Vicarious Surgical’s patents. Further, Vicarious Surgical cannot assure investors that other parties will not challenge any patents granted to Vicarious Surgical or that courts or regulatory agencies will hold Vicarious Surgical’s patents to be valid or enforceable. Vicarious Surgical cannot guarantee investors that it will be successful in defending challenges made against Vicarious Surgical’s patents. Any successful third-party challenge to Vicarious Surgical’s patents could result in the unenforceability or invalidity of such patents, or to such patents being interpreted narrowly or otherwise in a manner adverse to Vicarious Surgical’s interests. Vicarious Surgical’s ability to establish or maintain a technological or competitive advantage over Vicarious Surgical’s competitors may be diminished because of these uncertainties. For these and other reasons, Vicarious Surgical’s intellectual property may not provide Vicarious Surgical with any competitive advantage. For example:

•        Vicarious Surgical or Vicarious Surgical’s licensors (should Vicarious Surgical in-license IP in the future) might not have been the first to make the inventions covered by its pending patent applications or granted patents;

•        Vicarious Surgical or Vicarious Surgical’s licensors might not have been the first to file patent applications for its inventions. To determine the priority of these inventions, Vicarious Surgical may have to participate in interference proceedings or derivation proceedings declared by the U.S. Patent and Trademark Office (“USPTO”) that could result in substantial cost to Vicarious Surgical and may be unsuccessful. No assurance can be given that Vicarious Surgical’s patent applications or granted patents (or those of Vicarious Surgical’s licensors) will have priority over any other patent or patent application involved in such a proceeding;

•        Other parties may independently develop similar or alternative products and technologies or duplicate any of Vicarious Surgical’s products and technologies;

•        It is possible that Vicarious Surgical’s owned or licensed pending patent applications will not result in granted patents in the United States or foreign jurisdictions, and even if such pending patent applications grant as patents, they may not provide a basis for intellectual property protection of commercially viable products and technologies, may not provide Vicarious Surgical with any competitive advantages, or may be challenged and invalidated by third parties;

•        Vicarious Surgical may not develop additional proprietary products and technologies and technologies that are patentable;

•        The patents of other parties may block Vicarious Surgical from practicing its technology and thereby have an adverse effect on Vicarious Surgical’s business; and

•        While Vicarious Surgical applies for patents covering Vicarious Surgical’s products and technologies and uses thereof, as Vicarious Surgical deems appropriate, Vicarious Surgical may fail to apply for or obtain patents on important products and technologies and uses thereof in a timely fashion or at all, or Vicarious Surgical may fail to apply for or obtain patents in potentially relevant jurisdictions.

The strength of patents involves complex legal questions and can be uncertain. Even if one or more patents do successfully issue, third parties may challenge the validity, enforceability, inventorship or scope thereof. Such a challenge may result in such patents being narrowed, invalidated or held unenforceable. If the breadth or strength of protection provided by Vicarious Surgical’s patents is threatened, it could dissuade companies from collaborating with Vicarious Surgical to develop, and threaten Vicarious Surgical’s ability to commercialize, its technology. Further, if Vicarious Surgical encounters delays in clinical trials, the period of time during which Vicarious Surgical could market its products under patent protection would be reduced. Since patent applications in the United States and most other countries are confidential for a period of time after filing, Vicarious Surgical cannot be certain that it is the first to file any patent application related to its products. This will require Vicarious Surgical to be cognizant of the time from invention to filing of a patent application.

Even if Vicarious Surgical’s patent applications issue as patents, they may not issue in a form that will provide Vicarious Surgical with any meaningful protection, prevent competitors from competing with Vicarious Surgical or otherwise provide Vicarious Surgical with any competitive advantage. Vicarious Surgical’s competitors may be able to circumvent Vicarious Surgical’s patents by developing similar or alternative technologies or products in a non-infringing manner. The issuance of a patent is not conclusive as to its scope, validity or enforceability, and Vicarious Surgical’s patents may be challenged in the courts or patent offices in the United States and abroad. For example, Vicarious Surgical may become involved in opposition, interference, derivation, inter partes review or other proceedings challenging Vicarious Surgical’s patent rights, and the outcome of any proceedings are highly uncertain. Such challenges may result in the patent claims of Vicarious Surgical’s patents being narrowed, invalidated or held unenforceable, which could limit Vicarious Surgical’s ability to stop or prevent Vicarious Surgical from stopping others from using or commercializing similar or identical technology and products, or limit the duration of the patent protection of Vicarious Surgical’s technology and products. Given the amount of time required for the development, testing and regulatory review of new technology, patents protecting such technology might expire before or shortly after such technology is commercialized. As a result, Vicarious Surgical’s patent portfolio may not provide Vicarious Surgical with sufficient rights to exclude others from commercializing products similar or identical to Vicarious Surgical’s products or otherwise provide Vicarious Surgical with a competitive advantage.

To the extent Vicarious Surgical’s intellectual property offers inadequate protection, or is found to be invalid or unenforceable, Vicarious Surgical would be exposed to a greater risk of direct competition. If Vicarious Surgical’s intellectual property does not provide adequate coverage over Vicarious Surgical’s products and technologies and protection against Vicarious Surgical’s competitors’ products and technologies, Vicarious Surgical’s competitive position could be adversely affected, as could Vicarious Surgical’s business.

The measures that Vicarious Surgical uses to protect the security of its intellectual property and other proprietary rights may not be adequate, which could result in the loss of legal protection for, and thereby diminish the value of, such intellectual property and other rights.

The patenting process is expensive and time-consuming, and Vicarious Surgical may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. In addition, Vicarious Surgical may not pursue or obtain patent protection in all relevant markets. It is also possible that Vicarious Surgical will fail to identify patentable aspects of Vicarious Surgical’s research and development output before it is too late to obtain patent protection. Vicarious Surgical’s pending and future patent applications may not result in issued patents that protect Vicarious Surgical’s technology or products, in whole or in part. In addition, Vicarious Surgical’s existing patents and any future patents Vicarious Surgical obtains may not be sufficiently broad to prevent others from using Vicarious Surgical’s technology or from developing competing products and technologies.

If Vicarious Surgical delays in filing a patent application, and a competitor files a patent application on the same or a similar technology before Vicarious Surgical does, Vicarious Surgical may face a limited ability to secure patent rights. Vicarious Surgical may not be able to patent the technology at all. Even if Vicarious Surgical can patent the technology, Vicarious Surgical may be able to patent only a limited scope of the technology, and the limited scope may be inadequate to protect Vicarious Surgical’s products, or to block competitor products that are similar or adjacent to Vicarious Surgical’s. Vicarious Surgical’s earliest patent filings have been published. A competitor may review Vicarious Surgical’s published patents and arrive at the same or similar technology advances for Vicarious Surgical’s products as Vicarious Surgical developed. If the competitor files a patent application on such an advance before Vicarious Surgical does, then Vicarious Surgical may no longer be able to protect the technology. Vicarious Surgical may require a license from the competitor, and if the license is not available on commercially-viable terms, then Vicarious Surgical may not be able to launch its products.

In addition to pursuing patents on Vicarious Surgical’s technology, Vicarious Surgical also relies upon trademarks, trade secrets, copyrights and unfair competition laws and other contractual provisions, to protect Vicarious Surgical’s intellectual property and other proprietary rights. Despite these measures, any of Vicarious Surgical’s intellectual property rights could be challenged, invalidated, circumvented or misappropriated. In addition, Vicarious Surgical takes steps to protect its intellectual property and proprietary technology by entering into confidentiality agreements and intellectual property assignment agreements with Vicarious Surgical’s employees, consultants, corporate partners and, when needed, Vicarious Surgical’s advisors. Vicarious Surgical’s suppliers may also have access to the patented technology owned or used by Vicarious Surgical as well as other proprietary information, and these suppliers are subject to confidentiality provisions under their agreements with Vicarious Surgical.

Such agreements or provisions may not be enforceable or may not provide meaningful protection for Vicarious Surgical’s trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and Vicarious Surgical may not be able to prevent such unauthorized disclosure. Notwithstanding any such agreements, there is no assurance that Vicarious Surgical’s current or former manufacturers or suppliers will not use and/or supply Vicarious Surgical’s competitors with Vicarious Surgical’s trade secrets, know-how or other proprietary information to which these parties gained access or generated from their relationship with Vicarious Surgical. This could lead to Vicarious Surgical’s competitors gaining access to patented or other proprietary information. Moreover, if a party to an agreement with Vicarious Surgical has an overlapping or conflicting obligation to a third party, Vicarious Surgical’s rights in and to certain intellectual property could be undermined. Monitoring unauthorized disclosure is difficult, and Vicarious Surgical does not know whether the steps Vicarious Surgical has taken to prevent such disclosure are, or will be, adequate. If Vicarious Surgical was to enforce a claim that a third party had illegally obtained and was using Vicarious Surgical’s trade secrets, it would be expensive and time-consuming, the outcome would be unpredictable, and any remedy may be inadequate. Courts outside the United States may be less willing to protect trade secrets.

In addition, competitors could purchase Vicarious Surgical’s products and technologies and attempt to replicate some or all of the competitive advantages Vicarious Surgical derives from its development efforts, willfully infringe Vicarious Surgical’s intellectual property rights, design around Vicarious Surgical’s protected technology or develop their own competitive technologies that fall outside of Vicarious Surgical’s intellectual property rights. If Vicarious Surgical’s intellectual property does not adequately protect Vicarious Surgical’s market share against competitors’ products and technologies and methods, Vicarious Surgical’s competitive position could be adversely affected, as could Vicarious Surgical’s business.

Vicarious Surgical may need or may choose to obtain licenses from third parties to advance Vicarious Surgical’s research or allow commercialization of Vicarious Surgical’s current or future products and technologies, and Vicarious Surgical cannot provide any assurances that it would be able to obtain such licenses.

Vicarious Surgical may need or may choose to obtain licenses from third parties to advance Vicarious Surgical’s research or allow commercialization of its current or future products and technologies, and Vicarious Surgical cannot provide any assurances that third-party patents do not exist that might be enforced against Vicarious Surgical’s current or future products and technologies in the absence of such a license. Vicarious Surgical may fail to obtain any of these licenses on commercially reasonable terms, if at all. Even if Vicarious Surgical is able to obtain a license, it may be non-exclusive, thereby giving Vicarious Surgical’s competitors access to the same technologies licensed to Vicarious Surgical. If Vicarious Surgical could not obtain a license, Vicarious Surgical may be required to expend significant time and resources to develop or license replacement technology. If Vicarious Surgical is unable to do so, it may be unable to develop or commercialize the affected products and technologies, which could materially harm Vicarious Surgical’s business and the third parties owning such intellectual property rights could seek either an injunction prohibiting Vicarious Surgical’s sales, or, with respect to Vicarious Surgical’s sales, an obligation on Vicarious Surgical’s part to pay royalties, damages and/or other forms of compensation.

Licensing intellectual property involves complex legal, business and scientific issues. Disputes may arise between Vicarious Surgical and its licensors regarding intellectual property subject to a license agreement, including:

•        the scope of rights granted under the license agreement and other interpretation-related issues;

•        whether and the extent to which Vicarious Surgical’s technology and processes infringe intellectual property of the licensor that is not subject to the licensing agreement;

•        Vicarious Surgical’s right to sublicense patent and other rights to third parties under collaborative development relationships;

•        Vicarious Surgical’s diligence obligations with respect to the use of the licensed technology in relation to Vicarious Surgical’s development and commercialization of its products and technologies, and what activities satisfy those diligence obligations; and

•        the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by Vicarious Surgical’s licensors and its partners.

If disputes over licensed intellectual property prevent or impair Vicarious Surgical’s ability to maintain the licensing arrangements on acceptable terms, Vicarious Surgical may be unable to successfully develop and commercialize the affected product, or the dispute may have an adverse effect on Vicarious Surgical’s results of operations.

In addition to agreements pursuant to which Vicarious Surgical in-licenses intellectual property, Vicarious Surgical may in the future grant licenses under Vicarious Surgical’s intellectual property. Like in-licenses, out-licenses are complex, and disputes may arise between Vicarious Surgical and its licensees, such as the types of disputes described above. Moreover, Vicarious Surgical’s licensees may breach their obligations, or Vicarious Surgical may be exposed to liability due to its failure or alleged failure to satisfy its obligations. Any such occurrence could have an adverse effect on Vicarious Surgical’s business.

The licensing and acquisition of third-party intellectual property rights is a competitive practice, and companies that may be more established, or have greater resources than Vicarious Surgical does, may also be pursuing strategies to license or acquire third-party intellectual property rights that Vicarious Surgical may consider necessary or attractive for commercializing Vicarious Surgical’s technology. More established companies may have a competitive advantage over Vicarious Surgical due to their larger size, cash resources, or commercialization capabilities. There can be no assurance that Vicarious Surgical will be able to successfully complete such negotiations and ultimately acquire the rights to the intellectual property that Vicarious Surgical may seek to acquire.

Vicarious Surgical and its partners may be sued for infringing the intellectual property rights of third parties. If that happens, such litigation would be costly and time consuming, and an unfavorable outcome in any such litigation could have a material adverse effect on Vicarious Surgical’s business.

Vicarious Surgical’s success also depends on its ability to develop, manufacture, market and sell the Vicarious System without infringing the proprietary rights of third parties. Numerous U.S. and foreign-issued patents and pending patent applications owned by third parties exist in the fields in which Vicarious Surgical is developing the Vicarious System. As part of a business strategy to impede Vicarious Surgical’s successful commercialization and entry into new markets, competitors may claim that the Vicarious System infringes their intellectual property rights and may suggest that Vicarious Surgical enter into license agreements. Such competitors may bring litigation against Vicarious Surgical or its partners to enforce such claims.

Such claims may or may not be meritorious, but even if such claims are without merit, Vicarious Surgical could incur substantial costs and the attention of Vicarious Surgical’s management and technical personnel could be diverted in defending Vicarious Surgical against or settling such claims. Any adverse ruling by a court or administrative body, or perception of an adverse ruling, may have a material adverse impact on Vicarious Surgical’s ability to conduct Vicarious Surgical’s business and on its finances. Moreover, third parties making claims against Vicarious Surgical may be able to obtain injunctive relief against Vicarious Surgical, which could block Vicarious Surgical’s ability to offer the Vicarious System and could result in a substantial award of damages against Vicarious Surgical. In addition, since Vicarious Surgical could sometimes agree to indemnify customers, collaborators or licensees, Vicarious Surgical may have additional liability in connection with any infringement or alleged infringement of third-party intellectual property. Because patent applications can take many years to issue, there may be pending applications, some of which are unknown to Vicarious Surgical, that may result in issued patents that the Vicarious System or proprietary technologies infringe. Moreover, Vicarious Surgical may fail to identify issued patents of relevance or incorrectly conclude that an issued patent is invalid or not infringed by Vicarious Surgical’s technology or the Vicarious System. There is a substantial amount of litigation involving patent and other intellectual property rights in the medical device space in general and in the robotic surgery field in particular. As Vicarious Surgical faces increasing competition and

as its business grows, Vicarious Surgical will likely face claims of infringement. If a third party claims that Vicarious Surgical or any of its licensors, customers or collaboration partners infringe a third party’s intellectual property rights, Vicarious Surgical may have to do any or all of the following:

•        seek licenses that may not be available on commercially reasonable terms, if at all;

•        cease commercializing any infringing product or redesign the Vicarious System or processes to avoid infringement where in some cases redesign may not be possible or may require substantial monetary expenditures and time;

•        pay substantial damages, including treble damages and attorneys’ fees, which Vicarious Surgical may have to pay if a court decides that the product or proprietary technology at issue infringes upon or violates the third-party’s rights;

•        pay substantial royalties or fees or grant cross-licenses to Vicarious Surgical’s technology; and

•        defend litigation or administrative proceedings that may be costly whether Vicarious Surgical wins or loses, and which could result in a substantial diversion of Vicarious Surgical’s financial and management resources.

Some of Vicarious Surgical’s competitors may be able to sustain the costs of complex patent litigation more effectively than Vicarious Surgical can, because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on Vicarious Surgical’s ability to raise the funds necessary to continue Vicarious Surgical’s operations or could otherwise have a material adverse effect on Vicarious Surgical business, results of operations, financial condition and prospects.

Vicarious Surgical may choose to challenge the patentability of claims in a third party’s U.S. patent by requesting that the USPTO review the patent claims in an ex-parte re-exam, inter partes review or post-grant review proceedings. These proceedings are expensive and may consume time or other resources. Vicarious Surgical may choose to challenge a third party’s patent in patent opposition proceedings in the European Patent Office, or EPO, or other foreign patent office. The costs of these opposition proceedings could be substantial, and may consume time or other resources. If Vicarious Surgical fails to obtain a favorable result at the USPTO, EPO or other patent office, then Vicarious Surgical may be exposed to litigation by a third party alleging that the patent is infringed by Vicarious Surgical’s products or proprietary technologies.

During the course of any intellectual property litigation, there could be public announcements of the initiation of the litigation, as well as results of hearings, rulings on motions and other interim proceedings in the litigation. If securities analysts or investors regard these announcements as negative, the perceived value of our products, programs or intellectual property could be diminished. Accordingly, the market price of shares of Vicarious Surgical’s common stock may decline. Such announcements could also harm Vicarious Surgical’s reputation or the market for Vicarious Surgical’s future products, which could have a material adverse effect on Vicarious Surgical’s business.

Vicarious Surgical may be involved in lawsuits to protect or enforce Vicarious Surgical’s patents or the patents of Vicarious Surgical’s licensors, which could be expensive, time-consuming and unsuccessful.

Competitors may infringe Vicarious Surgical’s patents or the patents that Vicarious Surgical licenses. In the event of infringement or unauthorized use, Vicarious Surgical may file one or more infringement lawsuits, which can be expensive and time-consuming. An adverse result in any such litigation proceedings could put one or more of Vicarious Surgical’s patents at risk of being invalidated, being found to be unenforceable or being interpreted narrowly and could put Vicarious Surgical’s patent applications at risk of not issuing. An adverse result could also require Vicarious Surgical to pay the legal fees of the opposing party. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Vicarious Surgical’s confidential information could be compromised by disclosure during this type of litigation.

Many of Vicarious Surgical’s competitors are larger than Vicarious Surgical and have substantially greater resources. They are, therefore, likely to be able to sustain the costs of complex patent litigation longer than Vicarious Surgical could. In addition, the uncertainties associated with litigation could have a material adverse effect on Vicarious

Surgical’s ability to raise any funds necessary to continue its operations, continue its internal research programs, in-license needed technology, or enter into development partnerships that would help Vicarious Surgical bring the Vicarious System to market.

In addition, patent litigation can be very costly and time-consuming. An adverse outcome in any such litigation or proceedings may expose Vicarious Surgical or any of its future development partners to loss of its proprietary position, expose Vicarious Surgical to significant liabilities, or require it to seek licenses that may not be available on commercially acceptable terms, if at all.

If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, Vicarious Surgical would lose at least part, and perhaps all, of the patent protection on the technology or process claimed by the patent. In addition, if the breadth or strength of protection provided by Vicarious Surgical’s patents or those of Vicarious Surgical’s future licensors is threatened, it could dissuade other companies from collaborating with Vicarious Surgical to license, develop or commercialize current or future products. Such a loss of patent protection would have a material adverse impact on Vicarious Surgical’s business.

Vicarious Surgical may be required to protect its patents through procedures created to attack the validity of a patent at the USPTO. The USPTO hears post-grant proceedings, including PGR, IPR and derivation proceedings. An adverse determination in any such submission or proceeding could reduce the scope or enforceability of, or invalidate, Vicarious Surgical’s patent rights, which could adversely affect Vicarious Surgical’s competitive position. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate Vicarious Surgical’s patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. Thus, the America Invents Act (the “AIA”) and its implementation could increase the uncertainties and costs surrounding the prosecution of Vicarious Surgical’s patent applications and the enforcement or defense of Vicarious Surgical’s issued patents, all of which could have a material adverse effect on Vicarious Surgical’s business, financial condition, results of operations and prospects.

Vicarious Surgical’s issued patents could be found invalid or unenforceable if challenged in court, which could have a material adverse impact on Vicarious Surgical’s business.

Any of Vicarious Surgical’s intellectual property rights could be challenged or invalidated despite measures Vicarious Surgical takes to obtain patent and other intellectual property protection with respect to its products and proprietary technology. For example, if Vicarious Surgical or any of its partners were to initiate legal proceedings against a third party to enforce a patent covering the Vicarious System, the defendant in such litigation could counterclaim that Vicarious Surgical’s patent is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement, or failure to claim patent eligible subject matter. Grounds for an unenforceability assertion could be an allegation that someone connected with the prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement during prosecution either in the U.S. or abroad. Third parties may also raise similar claims before the USPTO or foreign patent offices, even outside the context of litigation. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, Vicarious Surgical cannot be certain that there is no invalidating prior art of which Vicarious Surgical and the patent examiner were unaware or was otherwise not considered during prosecution. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, Vicarious Surgical would lose at least part, and perhaps all, of the challenged patent. Such a loss of patent protection may have a material adverse impact on Vicarious Surgical’s business.

Vicarious Surgical may be subject to claims that Vicarious Surgical’s employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets of their other clients or former employers to Vicarious Surgical, which could subject Vicarious Surgical to costly litigation.

As is common in the medical device industry, Vicarious Surgical engages the services of consultants and independent contractors to assist it in the development of the Vicarious System. Many of these consultants and independent contractors were previously employed at, or may have previously provided or may be currently providing consulting or other services to, universities or other technology or medical device companies, including Vicarious Surgical’s

competitors or potential competitors. Vicarious Surgical may become subject to claims that Vicarious Surgical, a consultant or an independent contractor, inadvertently or otherwise, used or disclosed trade secrets or other information proprietary to their former employers or their former or current clients. Vicarious Surgical may similarly be subject to claims stemming from similar actions of an employee, such as one who was previously employed by another company, including a competitor or potential competitor. Litigation may be necessary to defend against these claims. Even if Vicarious Surgical is successful in defending against these claims, litigation could result in substantial costs and be a distraction to Vicarious Surgical’s management team. If Vicarious Surgical were not successful, it could lose access or exclusive access to valuable intellectual property.

In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and, if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of Vicarious Surgical’s common stock. This type of litigation or proceeding could substantially increase Vicarious Surgical’s operating losses and reduce Vicarious Surgical’s resources available for development activities. Vicarious Surgical may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of Vicarious Surgical’s competitors may be able to sustain the costs of such litigation or proceedings more effectively than Vicarious Surgical can because of their substantially greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other intellectual property related proceedings could adversely affect Vicarious Surgical’s ability to compete in the marketplace.

Vicarious Surgical may be subject to claims challenging the inventorship or ownership of Vicarious Surgical’s patents and other intellectual property.

Vicarious Surgical generally enters into confidentiality and intellectual property assignment agreements with its employees, consultants, and contractors. These agreements generally provide that inventions conceived by the party in the course of rendering services to Vicarious Surgical will be the exclusive property of Vicarious Surgical. However, those agreements may not be honored and may not effectively assign intellectual property rights to Vicarious Surgical. For example, even if Vicarious Surgical has a consulting agreement in place with an academic advisor pursuant to which such academic advisor is required to assign any inventions developed in connection with providing services to Vicarious Surgical, such academic advisor may not have the right to assign such inventions to Vicarious Surgical, as it may conflict with his or her obligations to assign all such intellectual property to his or her employing institution.

Vicarious Surgical may be subject to claims that former employees, collaborators or other third parties have an interest in Vicarious Surgical’s patents, trade secrets, or other intellectual property as an inventor or co-inventor. Also, former employees may become employed by competitors who develop similar technology, and could assist the competitor in designing around Vicarious Surgical’s patents. While it is Vicarious Surgical’s policy to require its employees and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to Vicarious Surgical, Vicarious Surgical may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that Vicarious Surgical regards as its own. The assignment agreements entered into by Vicarious Surgical may not be self-executing or may be breached, and litigation may be necessary to defend against these and other claims challenging inventorship or Vicarious Surgical’s ownership of its patents, trade secrets or other intellectual property. If Vicarious Surgical fails in defending any such claims, in addition to paying monetary damages, Vicarious Surgical may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to Vicarious Surgical’s products. Even if Vicarious Surgical is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on Vicarious Surgical’s business, financial condition, results of operations and prospects.

Vicarious Surgical may not be able to protect Vicarious Surgical’s intellectual property rights throughout the world, which could materially, negatively affect Vicarious Surgical’s business.

Filing, prosecuting and defending patents on current and future products and technologies in all countries throughout the world would be prohibitively expensive, and many markets outside the United States will likely be smaller than the United States for commercializing the Vicarious System. Vicarious Surgical may therefore choose to pursue a more limited set of patent filings outside the United States, such that Vicarious Surgical’s intellectual property rights in some countries outside the United States may be less extensive than those in the United States, or may not be pursued at all in such countries. In addition, the laws of some foreign countries do not protect intellectual property

rights to the same extent as federal and state laws in the United States. Consequently, regardless of whether Vicarious Surgical is able to prevent third parties from practicing its inventions in the United States, Vicarious Surgical may not be able to prevent third parties from practicing its inventions in all countries outside the United States, or from selling or importing products and technologies made using its inventions in and into the United States or other jurisdictions. Competitors may use Vicarious Surgical’s technologies in jurisdictions where Vicarious Surgical has not pursued and obtained patent protection to develop their own products and technologies, and further, may export otherwise infringing products and technologies to territories where Vicarious Surgical has patent protection, but enforcement is not as strong as it is in the United States. These products and technologies may compete with Vicarious Surgical’s products and technologies, and Vicarious Surgical’s patents or other intellectual property rights may not be effective or sufficient to prevent them from competing. Even if Vicarious Surgical pursues and obtains issued patents in particular jurisdictions, Vicarious Surgical’s patent claims or other intellectual property rights may not be effective or sufficient to prevent third parties from competing in such jurisdictions. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, Vicarious Surgical may choose not to seek patent protection in certain countries, and Vicarious Surgical will not have the benefit of patent protection in such countries.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, which could make it difficult for Vicarious Surgical to stop the infringement of Vicarious Surgical’s patents or marketing of competing products and technologies in violation of Vicarious Surgical’s proprietary rights generally. Proceedings to enforce Vicarious Surgical’s patent rights in foreign jurisdictions could result in substantial costs and divert Vicarious Surgical’s efforts and attention from other aspects of Vicarious Surgical’s business. These proceedings could put Vicarious Surgical’s patents at risk of being invalidated or interpreted narrowly and its patent applications at risk of not issuing. Additionally, these proceedings could provoke third parties to assert claims against Vicarious Surgical. Vicarious Surgical may not prevail in any lawsuits that it initiates and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, Vicarious Surgical’s efforts to enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that Vicarious Surgical develops or licenses and may adversely impact Vicarious Surgical’s business.

In addition, Vicarious Surgical also faces the risk that the Vicarious System will be imported or reimported into markets with relatively higher prices from markets with relatively lower prices, which would result in a decrease of sales and any payments Vicarious Surgical receives from the affected market. Recent developments in U.S. patent law have made it more difficult to stop these and related practices based on theories of patent infringement.

Patent terms may be inadequate to protect Vicarious Surgical’s competitive position on technology for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering Vicarious Surgical’s products are obtained, once the patent life has expired for a product, Vicarious Surgical may be open to competition. Given the amount of time required for the development, testing and regulatory review of new products, patents protecting such products might expire before or shortly after such products are commercialized. As a result, Vicarious Surgical’s patent portfolio may not provide it with sufficient rights to exclude others from commercializing products similar or identical to Vicarious Surgical’s products for a meaningful amount of time, or at all.

Obtaining and maintaining Vicarious Surgical’s patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and Vicarious Surgical’s patent protection could be reduced or eliminated for non-compliance with these requirements.

The USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent process. There are situations in which noncompliance can result in abandonment or lapse of a patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to enter the market earlier than would otherwise have been the case.

Periodic maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of the patent. The USPTO and various foreign governmental patent agencies also require compliance with a number of procedural, documentary, fee payment (such as annuities) and other similar provisions during the patent application process and beyond. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In some cases, Vicarious Surgical’s licensors may be responsible for these payments or filings, thereby decreasing Vicarious Surgical’s control over compliance with these requirements.

If Vicarious Surgical fails to comply with such procedural, documentary, payment and other provisions for any item of intellectual property, such intellectual property may become abandoned or may lapse.

If Vicarious Surgical’s trademarks and trade names are not adequately protected, then Vicarious Surgical may not be able to build name recognition in its markets of interest and Vicarious Surgical’s business may be adversely affected.

Vicarious Surgical’s registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. Vicarious Surgical may not be able to protect Vicarious Surgical’s rights to these trademarks and trade names, which Vicarious Surgical needs to build name recognition by potential partners or customers in Vicarious Surgical’s markets of interest. At times, competitors may adopt trade names or trademarks similar to Vicarious Surgical’s, thereby impeding Vicarious Surgical’s ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks. Over the long term, if Vicarious Surgical is unable to establish name recognition based on its trademarks and trade names, then it may not be able to compete effectively and its business may be adversely affected.

In addition, if Vicarious Surgical is unable to establish name recognition based on its trademarks and trade names, then it may not be able to compete effectively and Vicarious Surgical’s business may be adversely affected. Vicarious Surgical may license its trademarks and trade names to third parties, such as distributors. Though these license agreements may provide guidelines for how Vicarious Surgical’s trademarks and trade names may be used, a breach of these agreements or misuse of Vicarious Surgical’s trademarks and tradenames by its licensees may jeopardize its rights in, or diminish the goodwill associated with, its trademarks and trade names. Vicarious Surgical’s efforts to enforce or protect its proprietary rights related to trademarks, trade names, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect its financial condition or results of operations.

Numerous factors may limit any potential competitive advantage provided by Vicarious Surgical’s intellectual property rights.

The degree of future protection afforded by Vicarious Surgical’s intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect its business, provide a barrier to entry against its competitors or potential competitors, or permit Vicarious Surgical to maintain its competitive advantage. Moreover, if a third party has intellectual property rights that cover the practice of Vicarious Surgical’s technology, Vicarious Surgical may not be able to fully exercise or extract value from Vicarious Surgical’s intellectual property rights. The following examples are illustrative:

•        others may be able to develop and/or practice technology that is similar to Vicarious Surgical’s technology or aspects of its technology that are not covered by the claims of any patents that have issued, or may issue, from Vicarious Surgical’s owned or in-licensed patent applications;

•        Vicarious Surgical might not have been the first to make the inventions covered by a pending patent application that Vicarious Surgical owns or licenses;

•        Vicarious Surgical might not have been the first to file patent applications covering an invention and therefore may not be able to obtain or maintain patent protection for the invention;

•        others may independently develop similar or alternative technologies without infringing Vicarious Surgical’s intellectual property rights;

•        pending patent applications that Vicarious Surgical owns or licenses may not lead to issued patents;

•        patents, if issued, that Vicarious Surgical owns or licenses may not provide Vicarious Surgical with any competitive advantages, or may be interpreted narrowly or held invalid or unenforceable, as a result of legal challenges by Vicarious Surgical’s competitors;

•        third parties may compete with Vicarious Surgical in jurisdictions where Vicarious Surgical does not pursue and obtain patent protection;

•        Vicarious Surgical may not be able to obtain and/or maintain necessary or useful licenses on reasonable terms or at all;

•        third parties may be able to also license the intellectual property that Vicarious Surgical has licensed nonexclusively;

•        third parties may assert an ownership interest in Vicarious Surgical’s intellectual property and, if successful, such disputes may preclude Vicarious Surgical from exercising exclusive rights over that intellectual property;

•        Vicarious Surgical may not be able to maintain the confidentiality of its trade secrets or other proprietary information;

•        Vicarious Surgical may not develop or in-license additional proprietary technologies that are patentable; and

•        one or more third parties may pursue continuation patent applications with claims directed to the Vicarious Surgical product offerings, and if issued such patents may have an adverse effect on Vicarious Surgical’s business.

Should any of these events occur, they could significantly harm Vicarious Surgical’s business and results of operations.

Litigation Risks

In addition to IP litigation risks (referenced above), Vicarious Surgical faces the risk of product liability claims and may be subject to damages, fines, penalties and injunctions, among other things.

Vicarious Surgical’s business exposes it to the risk of product liability claims that are inherent in the testing, manufacturing and marketing of medical devices, including those which may arise from the misuse (including system hacking or other unauthorized access by third parties to its systems) or malfunction of, or design flaws in, Vicarious Surgical’s products, when or if authorized for marketing. This liability may vary based on the FDA classification associated with Vicarious Surgical’s devices and with state law governing product liability standards applied to specification developers and/or manufacturers in a given negligence or strict liability lawsuit. Vicarious Surgical may be subject to product liability claims if the Vicarious System causes, or merely appears to have caused, an injury. Claims may be made by patients, healthcare providers or others selling the Vicarious System. The risk of product liability claims may also increase if Vicarious Surgical’s products are subject to a recall or seizure. Product liability claims may be brought by individuals or by groups seeking to represent a class.

Although Vicarious Surgical has insurance at levels that it believes to be appropriate, this insurance is subject to deductibles and coverage limitations. Vicarious Surgical’s current product liability insurance may not continue to be available to Vicarious Surgical on acceptable terms, if at all, and, if available, the coverage may not be adequate to protect Vicarious Surgical against any future product liability claims. If Vicarious Surgical is unable to maintain insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise protect against potential product liability claims, Vicarious Surgical may be exposed to significant liabilities, which may harm its business. A product liability claim, recall or other claim with respect to uninsured liabilities or for amounts in excess of insured liabilities could result in significant costs and significant harm to Vicarious Surgical’s business.

Vicarious Surgical may be subject to claims against it even if the apparent injury is due to the actions of others or misuse of the device or a partner device. Healthcare providers may use the Vicarious System in a manner inconsistent with the labeling and that differs from the manner in which it was used in clinical studies and authorization for use by the FDA. Off-label use of medical products by healthcare providers is common, and any such off-label use of the Vicarious System could subject Vicarious Surgical to additional liability, or require design changes to limit this potential off-label use once discovered. Defending a suit, regardless of merit, could be costly, could divert management attention and might result in adverse publicity, which could result in the withdrawal of, or result in reduced acceptance of, the Vicarious System in the market.

Additionally, Vicarious Surgical may enter into various agreements where it indemnifies third parties for certain claims relating to the Vicarious System. These indemnification obligations may require Vicarious Surgical to pay significant sums of money for claims that are covered by these indemnification obligations. Vicarious Surgical is not currently subject to any product liability claims; however, any future product liability claims against it, regardless of their merit, may result in negative publicity about Vicarious Surgical that could ultimately harm its reputation and could have a material adverse effect on its business, financial condition, or results of operations.

Risks Related to D8

You have limited rights or interests in funds in the Trust Account. To liquidate your investment, therefore, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

D8’s Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) its completion of an initial business combination, and then only in connection with those D8 Class A Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend D8’s amended and restated memorandum and articles of association (A) to modify the substance or timing of D8’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its Public Shares if we do not complete our initial business combination by July 17, 2022 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of D8’s Public Shares if it is unable to complete an initial business combination by July 17, 2022, subject to applicable law and as further described herein. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

If you or a “group” of shareholders are deemed to hold in excess of 20% of the Public Shares, you will lose the ability to redeem all such shares in excess of 20% of the Public Shares.

The Cayman Constitutional Documents provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking Redemption Rights with respect to more than an aggregate of 20% of the shares sold in the IPO, which is referred to as the “Excess Shares.” However, such shareholders may vote all their shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over D8’s ability to complete the Business Combination and you could suffer a material loss on your investment in D8 if you sell Excess Shares in open market transactions. Additionally, you will not receive Redemption distributions with respect to the Excess Shares if D8 completes the Business Combination. As a result, you will continue to hold that number of Public Shares exceeding 20% and, in order to dispose of such shares, would be required to sell such shares in open market transactions, potentially at a loss.

D8’s shareholders may be held liable for claims by third parties against D8 to the extent of distributions received by them upon Redemption of their Public Shares.

If D8 is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, D8 was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by D8’s shareholders. Furthermore, D8’s directors may be viewed as having breached their fiduciary duties to D8 or D8’s creditors and/or having acted in bad faith, and thereby exposing themselves and D8

to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against D8 for these reasons. D8 and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the Trust Account while D8 was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of approximately $18,293 and to imprisonment for five years in the Cayman Islands.

Although D8 seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which it does business execute agreements with D8 waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, as well as distributions to Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Public Shareholders or claims challenging the enforceability of the waiver.

If third parties bring claims against D8, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.00 per share.

D8’s placing of funds in the Trust Account may not protect those funds from third party claims against it. Although D8 will seek to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with it waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, D8’s management will consider whether competitive alternatives are reasonably available to it and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of D8 under the circumstances.

Examples of possible instances where D8 may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if D8 is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, D8 will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Insider Letter, as amended by the Sponsor Support Agreement, D8’s Sponsor has agreed that it will be liable to D8 if and to the extent any claims by a third party for services rendered or products sold to D8, or a prospective target business with which D8 has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, D8 has not asked its Sponsor to reserve for such indemnification obligations, nor has D8 independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and D8 believes that its Sponsor’s only assets are securities of D8. Therefore, D8 cannot assure you that its Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for D8’s initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, D8 may not be able to complete its initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of D8’s officers or directors will indemnify D8 for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

D8’s directors may decide not to enforce the indemnification obligations of the Sponsor under the Insider Letter as amended by the Sponsor Support Agreement, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (a) $10.00 per Public Share or (b) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, D8’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While D8 currently expects that its independent directors would take legal action on behalf of D8 against the Sponsor to enforce their indemnification obligations to D8, it is possible that D8’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If D8’s independent directors choose not to enforce these indemnification obligations, there may be less funds in the Trust Account available for distribution to the Public Shareholders.

If, before distributing the proceeds in the Trust Account to its Public Shareholders, D8 files a bankruptcy petition or an involuntary bankruptcy petition is filed against D8 that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of D8’s shareholders and the per share amount that would otherwise be received by our shareholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, D8 files a bankruptcy petition or an involuntary bankruptcy petition is filed against D8 that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in D8’s bankruptcy estate and subject to the claims of third parties with priority over the claims of D8’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by D8’s shareholders in connection with our liquidation may be reduced.

If, after D8 distributes the proceeds in the Trust Account to its Public Shareholders, D8 files a bankruptcy or insolvency petition or an involuntary bankruptcy petition is filed against D8 that is not dismissed, a bankruptcy court may seek to recover such proceeds and the members of the D8 Board may be viewed as having breached their fiduciary duties to D8’s creditors, thereby exposing the members of the D8 Board and D8 to claims of punitive damages.

If, after D8 distributes the proceeds in the Trust Account to its Public Shareholders, D8 files a bankruptcy or insolvency petition or an involuntary bankruptcy petition is filed against D8 that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by D8’s shareholders. In addition, the D8 Board may be viewed as having breached its fiduciary duty to D8’s creditors and/or having acted in bad faith, thereby exposing itself and D8 to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the business, investments and results of operations of D8.

D8 is subject to laws and regulations enacted by national, regional and local governments. In particular, D8 is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on the business, investments and results of operations of D8. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on D8’s business and results of operations.

The Insider Letter Agreement, as amended by the Sponsor Support Agreement, may be amended without shareholder approval.

The Insider Letter Agreement, as amended by the Sponsor Support Agreement, with the Insiders contains provisions relating to transfer restrictions of the Founder Shares and Private Placement Warrants, indemnification of the Trust Account, waiver of Redemption Rights and participation in liquidation distributions from the Trust Account. The Insider Letter Agreement, as amended by the Sponsor Support Agreement, may be amended without shareholder approval. While D8 does not expect the D8 Board to approve any amendment to this agreement prior to the Business Combination,

it may be possible that the D8 Board, in exercising its business judgment and subject to its fiduciary duties and any restrictions under the Merger Agreement, chooses to approve one or more amendments to such agreement. Any such amendment may have an adverse effect on the value of an investment in D8’s securities.

The Initial Shareholders control a substantial interest in D8 and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

The Initial Shareholders have the ability to vote the D8 Class B Ordinary Shares they hold, constituting 20% of the issued and outstanding D8 Ordinary Shares. Control of the Founder Shares entitles the Initial Shareholders to elect all of D8’s directors prior to an initial business combination, including in the Director Election Proposal in connection with the Business Combination. Holders of Public Shares will have no right to vote on the election of directors during such time. The provisions of the Cayman Constitutional Documents that grant the holders of the D8 Class B Ordinary Shares the ability to elect directors may only be amended by a special resolution passed by at least 90% of D8 Ordinary Shares voting in an extraordinary general meeting. Accordingly, the Initial Shareholders may exert a substantial influence on actions requiring a shareholder vote, including the matters to be considered at the extraordinary general meeting, potentially in a manner that you do not support. If the Sponsor and any D8 directors or officers (or their affiliates) purchase any additional D8 Ordinary Shares in the aftermarket or in privately negotiated transactions, this would increase their control of D8. Neither the Sponsor nor, to D8’s knowledge, any of D8’s officers or directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of D8 Class A Ordinary Shares. D8 will not hold an annual general meeting to elect new directors prior to the completion of the Proposed Transaction, in which case all of the current directors will continue in office until at least the completion of the Proposed Transaction. Accordingly, the Sponsor will continue to exert control at least until the completion of the Proposed Transaction. For more information, see the risk factor entitled “— Risks Related to the Domestication and Business Combination — Some of D8’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Vicarious Surgical is appropriate for D8’s initial business combination” beginning on page 52 of this proxy statement/prospectus. However, although the Cayman Constitutional Documents indicate that, prior to the Closing, holders of D8 Class A Ordinary Shares shall have no right to vote on the appointment or removal of any director, the Director Election Proposal is being voted on by all holders of D8 Ordinary Shares.

D8 has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). In the SEC Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. Following the issuance of the SEC Statement and after consultation with D8’s independent registered public accounting firm, D8’s management and its audit committee concluded that, in light of the SEC Statement, it was appropriate to restate D8’s previously issued and audited financial statements as of and for the period ended December 31, 2020 and for the unaudited interim quarterly periods ended September 30, 2020 (the “Affected Periods”).

D8’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. D8’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of its internal controls and to disclose any changes and material weaknesses identified through such evaluation of those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

D8 identified a material weakness in its internal control over financial reporting related to the accounting for a significant and unusual transaction related to the D8 Warrants that it issued in connection with its IPO in July 2020. As a result of this material weakness, D8’s management concluded that its internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of its derivative warrant liabilities, change in fair value of derivative warrant liabilities, D8 Class A Ordinary Shares subject to possible

redemption, accumulated deficit and related financial disclosures for the Affected Periods. For a further discussion of D8’s management’s consideration of the material weakness identified, see “Note 2 — Restatement of Previously Issued Financial Statements” to D8’s financial statements included in this proxy statement/prospectus.

D8 has taken a number of measures to remediate the material weakness described therein; however, if it is unable to remediate its material weakness in a timely manner or it identifies additional material weaknesses, it may be unable to provide required financial information in a timely and reliable manner and it may incorrectly report financial information. Likewise, if D8’s or New Vicarious Surgical’s financial statements are not filed on a timely basis, it could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities. Failure to timely file will cause D8 or, after the Closing, New Vicarious Surgical, to be ineligible to utilize short form registration statements on Form S-3, which may impair its ability to obtain capital in a timely fashion to execute its business strategies or issue shares to effect an acquisition. In either case, there could result a material adverse effect on its business. The existence of material weaknesses or significant deficiencies in internal control over financial reporting could adversely affect D8’s reputation or investor perceptions of D8, which could have a negative effect on the trading price of its securities or, after the Closing, New Vicarious Surgical’s securities. In addition, D8 will incur additional costs to remediate the material weakness in its internal control over financial reporting.

D8 can give no assurance that the measures it has taken and plans to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if D8 is successful in strengthening its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of its, or New Vicarious Surgical’s financial statements.

D8 may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

Following the issuance of the SEC Staff Statement on April 12, 2021, after consultation with its independent registered public accounting firm, D8’s management and its audit committee concluded that, in light of the SEC Statement, it was appropriate to restate its previously issued and audited financial statements as of and for the period ended December 31, 2020 and for the unaudited interim quarterly periods ended September 30, 2020. See “— D8 has identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.” As part of the restatement, D8 identified a material weakness in its internal controls over financial reporting.

As a result of such material weakness, the restatement, the change in accounting for the D8 Warrants, and other matters raised or that may in the future be raised by the SEC, D8 and, after the Closing, New Vicarious Surgical may face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in D8’s internal control over financial reporting and the preparation of its financial statements. As of the date of this proxy statement/prospectus, D8 has no knowledge of any such litigation or dispute. However, D8 can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on its business, results of operations and financial condition or its ability to complete the Business Combination.

Pursuant to the terms of the Warrant Agreement, a Public Warrant Holder will only be permitted to exercise its warrants for a whole number of D8 Class A Ordinary Shares.

Pursuant to the terms of the Warrant Agreement, a Public Warrant Holder may exercise its warrants only for a whole number of D8 Class A Ordinary Shares. This means only a whole warrant may be exercised at any given time by a Public Warrant Holder. For example, if a Public Warrant Holder hold one half of one warrant to purchase a D8 Class A Ordinary Share, such warrant will not be exercisable. However, if a Public Warrant Holder holds two halves of one warrant, such warrant will be exercisable for one D8 Class A Ordinary Share.

The terms of the Warrants may be amended in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding Public Warrants.

The D8 Warrants were issued pursuant to the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and D8. The Warrant Agreement provides that the terms of the D8 Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the

D8 has no obligation to net cash settle the Public Warrants.

In no event will D8 have any obligation to net cash settle the Public Warrants. Furthermore, if D8 is unable to complete the Business Combination and D8 liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from D8’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

Public Shareholders who wish to redeem their Public Shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their Redemption Rights prior to the deadline. If a Public Shareholder fails to receive notice of D8’s offer to redeem Public Shares in connection with the Business Combination or fails to comply with the redemption requirements specified in this proxy statement/prospectus, such Public Shareholder will not be entitled to redeem such Public Shares for a pro rata portion of the funds held in the Trust Account.

A Public Shareholder will be entitled to receive cash for any Public Shares to be redeemed only if such Public Shareholder completes the procedures for electing to redeem their Public Shares prior to [•], Eastern Time, on [•], 2021 (two business days before the extraordinary general meeting) by (A) submitting a written request to the Transfer Agent to redeem all or a portion of their Public Shares for cash; and (B) delivering the certificates (if any) for the Public Shares, either physically or electronically along with the redemption forms to the Transfer Agent through DTC. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their Public Shares.

If, despite D8’s compliance with the proxy rules, a Public Shareholder fails to receive D8’s proxy materials, such D8 shareholder may not become aware of the opportunity to redeem his, her or its Public Shares. In addition, this proxy statement/prospectus that D8 is furnishing to holders of Public Shares in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem the Public Shares. In the event that a Public Shareholder fails to comply with these procedures, its Public Shares may not be redeemed. Please see the section entitled “Extraordinary General Meeting of D8 — Redemption Rights” beginning on page 107 of this proxy statement/prospectus for additional information on how to exercise your Redemption Rights.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to the Transfer Agent, New Vicarious Surgical will redeem such Public Shares for the Redemption Price. Please see the section entitled “Extraordinary General Meeting of D8 — Redemption Rights” beginning on page 107 of this proxy statement/prospectus for additional information on how to exercise your Redemption Rights. There is no guarantee that a Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

D8 can give no assurance as to the price at which a Public Shareholder may be able to sell its Public Shares in the future after the Closing or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in D8’s share price, and may result in a lower value realized now than a Public Shareholder of D8 might realize in the future had the Public Shareholder not redeemed its shares. Similarly, if a Public Shareholder does not redeem its shares, the Public Shareholder will bear the risk of ownership of the Public Shares after the consummation of any initial

During the evaluation process of New Vicarious Surgical’s internal controls, if New Vicarious Surgical identifies one or more material weaknesses in its internal control over financial reporting, New Vicarious Surgical will be unable to certify that its internal control over financial reporting is effective. New Vicarious Surgical cannot assure you that there will not be material weaknesses or significant deficiencies in its internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit the New Vicarious Surgical’s ability to accurately report its financial condition or results of operations. If New Vicarious Surgical is unable to conclude that its internal control over financial reporting is effective, or if its independent registered public accounting firm determines New Vicarious Surgical has a material weakness or significant deficiency in its internal control over financial reporting, New Vicarious Surgical could lose investor confidence in the accuracy and completeness of its financial reports, the market price of New Vicarious Surgical Class A Stock could decline, and New Vicarious Surgical could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in New Vicarious Surgical’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict New Vicarious Surgical’s future access to the capital markets.

The approval of the Stock Issuance Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the D8 Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Stock Issuance Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of D8 Ordinary Shares.

The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the D8 Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Organizational Documents Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of D8 Ordinary Shares.

The approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the D8 Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Advisory Organizational Documents Proposals are not conditioned upon any other proposal.

The approval of the New Vicarious Surgical Equity Incentive Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the D8 Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The New Vicarious Surgical Equity Incentive Plan Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the New Vicarious Surgical Equity Incentive Plan Proposal will have no effect, even if approved by holders of D8 Ordinary Shares.

The approval of the Director Election Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of a majority of the holders of a majority of the D8 Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Director Election Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Director Election Proposal will have no effect, even if approved by holders of D8 Ordinary Shares. However, in the event that one or more nominees is not elected under the Director Election Proposal, the D8 Board is permitted under Article 31 of the Cayman Constitutional Documents to appoint any person to be a director.

The approval of the Shareholder Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the D8 Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Shareholder Adjournment Proposal is not conditioned upon any other proposal.

Voting Your Shares

Each D8 Class A Ordinary Share and each D8 Class B Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of D8 Ordinary Shares that you own.

If you are a record owner of your shares, there are two ways to vote your D8 Ordinary Shares at the extraordinary general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by D8’s board “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Document Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the New Vicarious Surgical Equity Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Shareholder Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

You Can Attend the Extraordinary General Meeting and Vote in Person.

•        If your shares are registered in your name with the Transfer Agent and you wish to attend the extraordinary general meeting, go to [•], enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their Public Shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting. Beneficial shareholders should contact the Transfer Agent Company at least five (5) business days prior to the extraordinary general meeting date in order to ensure access.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person or online and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way D8 can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a D8 shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify David Chu, Chairman of D8, in writing before the extraordinary general meeting that you have revoked your proxy; or

•        you may attend the extraordinary general meeting, revoke your proxy, and vote, as indicated above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your D8 Ordinary Shares, you may call Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing DEH.info@investor.morrowsodali.com.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a Public Shareholder may request of D8 that New Vicarious Surgical redeem all or a portion of its Public Shares for cash if the Proposed Transaction is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

•        (a) hold Public Shares or (b) hold Public Shares through D8 Units and elect to separate your D8 Units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares;

•        submit a written request to the Transfer Agent, that New Vicarious Surgical redeem all or a portion of your Public Shares for cash; and

•        deliver the certificates for your Public Shares (if any) along with the redemption forms to the Transfer Agent, physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•], 2021 (two business days before the extraordinary general meeting) in order for their Public Shares to be redeemed.

Therefore, the election to exercise Redemption Rights occurs prior to the Domestication, but the Redemption is with respect to the New Vicarious Surgical Class A Stock that an electing Public Shareholder holds after the Domestication. For the purposes of the Cayman Constitutional Documents, the exercise of Redemption Rights will be treated as an election to have such Public Shares redeemed for cash and references in this proxy statement/prospectus to “redemption” or “redeeming” will be interpreted accordingly. Immediately following the Domestication and the consummation of the Proposed Transaction, New Vicarious Surgical will satisfy the exercise of Redemption Rights by redeeming the corresponding New Vicarious Surgical Class A Stock issued to the Public Shareholders that validly exercised their Redemption Rights.

Each D8 Unit then issued and outstanding as of immediately prior to the Domestication will automatically be separated into the underlying D8 Class A Ordinary Share and one-half of a D8 Warrant. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Proposed Transaction is consummated, and if a Public Shareholder properly exercises its Redemption Rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the Redemption forms to the Transfer Agent, New Vicarious Surgical will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Proposed Transaction. For illustrative purposes, as of March 31, 2021, this would have amounted to approximately $10.01 per issued and outstanding Public Share. If a Public Shareholder exercises its Redemption Rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The Redemption takes place following the Domestication and, accordingly, it is New Vicarious Surgical Class A Shares that will be redeemed immediately after consummation of the Proposed Transaction.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. New Vicarious Surgical Class A Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC (deposit withdrawal at custodian) system. The Transfer Agent will typically charge the tendering broker $80 and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Proposed Transaction is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

A D8 shareholder may not withdraw a Redemption request once submitted to D8 unless the D8 Board determines (in its sole discretion) to permit the withdrawal of such Redemption request (which it may do in whole or in part). Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the Redemption forms in connection with an election of its Redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that D8 permit the withdrawal of the Redemption request and instruct the Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for Redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the extraordinary general meeting.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

The Insiders have agreed to, among other things, vote in favor of the Proposed Transaction and waive their Redemption Rights in connection with the consummation of the Proposed Transaction with respect to any D8 Ordinary Shares held by them. The D8 Ordinary Shares held by the Insiders will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the date of this proxy statement/prospectus, the Insiders own 20% of the issued and outstanding D8 Ordinary Shares.

Holders of the warrants will not have Redemption Rights with respect to the warrants.

The closing price of Public Shares on July 13, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus, was $9.95. As of March 31, 2021, funds in the Trust Account totaled $345,258,401 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $10.00 per issued and outstanding Public Share.

Prior to exercising Redemption Rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their Redemption Rights if the market price per share is higher than the Redemption Price. D8 cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.

Appraisal Rights

Neither D8’s shareholders nor D8’s warrant holders have appraisal rights in connection with the Proposed Transaction or the Domestication under Cayman Islands law or under the DGCL.

Proxy Solicitation

D8 is soliciting proxies on behalf of the D8 Board. This solicitation is being made by mail but also may be made by telephone or in person. D8 and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. D8 will file with the SEC all scripts and other electronic communications as proxy soliciting materials. D8 will bear the cost of the solicitation.

D8 has engaged Morrow Sodali LLC to assist in the solicitation process and will pay Morrow Sodali LLC a fee of $35,000, plus disbursements.

D8 will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. D8 will reimburse them for their reasonable expenses.

D8 Shareholders

As of the date of this proxy statement/prospectus, there are 43,125,000 D8 Ordinary Shares issued and outstanding, which includes the 8,625,000 Founder Shares held by the Insiders and the 34,500,000 Public Shares. As of the date of this proxy statement/prospectus, there is outstanding an aggregate of 26,150,000 warrants, which includes the 8,900,000 Private Placement Warrants held by the Sponsor and the 17,250,000 Public Warrants.

At any time at or prior to the Proposed Transaction, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, the existing equity holders of Vicarious Surgical or D8 or their respective directors, officers, advisors or respective affiliates may (a) purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or elect to redeem, or indicate an intention to redeem, Public Shares, (b) execute agreements to purchase such D8 Ordinary Shares from such investors in the future, or (c) enter into transactions with such investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Condition Precedent Proposals or not redeem their Public Shares. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of D8 Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees

not to exercise its Redemption Rights. In the event that the Sponsor, the existing equity holders of Vicarious Surgical or D8 or their respective directors, officers, advisors, or respective affiliates purchase D8 Ordinary Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their Public Shares. The purpose of such D8 Ordinary Share purchases and other transactions would be to increase the likelihood of (1) satisfaction of the requirement that holders of a majority of the D8 Ordinary Shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, New Vicarious Surgical Equity Incentive Plan Proposal and the Director Election Proposal, (2) satisfaction of the requirement that holders of a majority of at least two-thirds of the D8 Ordinary Shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal and the Organizational Documents Proposals, (3) satisfaction of the Available Cash Condition, and (4) otherwise limiting the number of Public Shares electing to redeem. Entering into any such arrangements may have a depressive effect on the D8 Ordinary Shares (e.g., by giving an investor or holder the ability to effectively purchase shares at a price lower than market, such investor or holder may therefore become more likely to sell the shares he or she owns, either at or prior to the Proposed Transaction).

If such transactions are effected, the consequence could be to cause the Proposed Transaction to be consummated in circumstances where such consummation could not otherwise occur. Purchases of D8 Ordinary Shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved.

THE BUSINESS COMBINATION PROPOSAL

Background of the Business Combination

The terms of the Business Combination are the result of negotiations among the representatives of D8 and Vicarious Surgical. The following is a brief description of the background of these negotiations and the resulting Proposed Transaction. The dates in this subsection of the proxy statement/prospectus are listed in Hong Kong Standard Time.

D8 is a blank check company incorporated in the Cayman Islands on May 6, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. D8 sought to leverage the substantial deal sourcing, transaction structuring, investing acumen and operating expertise of its management team to identify and combine with an attractive business with high growth potential in the United States or internationally.

On July 17, 2020, D8 consummated its IPO of 30,000,000 units at a price of $10.00 per Unit generating gross proceeds of $300,000,000 before underwriting discounts and expenses. Due to exceptional market demand at the time, D8’s IPO was upsized from the original amount of $250,000,000. Each unit consisted of one D8 Class A Ordinary Share and one-half of one D8 Warrant. Each Public Warrant will become exercisable 30 days after the Closing and entitle the holder thereof to purchase one share of New Vicarious Surgical Class A Stock at a price of $11.50 per share. On July 17, 2020, D8 also completed the sale of 8,000,000 Private Placement warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor, generating gross proceeds of approximately $8,000,000. On July 22, 2020, D8 consummated the sale of 4,500,000 additional units upon receiving notice of the underwriter’s election to exercise their overallotment option (the “Over-allotment”), generating additional gross proceeds of approximately $45 million.

Upon the closing of the IPO, the Over-allotment and the private placement, approximately $345 million ($10.00 per Unit) of the net proceeds of the sale of the units in the initial public offering was placed in the Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds held in the Trust Account were invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a business combination, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend D8’s current memorandum and articles of association to modify the substance or timing of D8’s obligation to redeem 100% of D8’s Public Shares if D8 does not complete a business combination within 24 months from the closing of the IPO or to provide for redemption in connection with a business combination and (iii) the redemption of D8’s Public Shares if D8 is unable to complete a business combination within the required time period, subject to applicable law.

Prior to the consummation of D8’s IPO, the Sponsor purchased 8,625,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On June 25, 2020, the Sponsor transferred 25,000 Founder Shares to each of Terry Lundgren, Fred Langhammer and Michael Kives, each of whom agreed to serve on the D8 Board as independent directors upon the closing of D8’s IPO and 15,000 Founder Shares to Robert Kirby who agreed to serve as CFO for D8.

Prior to the consummation of D8’s IPO, neither D8, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with D8.

After D8’s IPO, D8’s officers and directors commenced an active search for prospective businesses or assets to acquire in D8’s initial business combination. Representatives of D8 were contacted by, and representatives of D8 contacted, numerous individuals, financial advisors, business owners and other entities who offered to present ideas for business combination opportunities. D8’s officers and directors and their affiliates actively searched for and brought business combination targets to D8’s attention.

During this search process, D8 reviewed more than 150 acquisition opportunities and entered into discussions with more than 42 potential target businesses or their representatives and signed nondisclosure agreements with 15.

D8 evaluated a wide variety of potential targets spanning multiple sectors including but not limited to healthcare, consumer, media and entertainment, technology, specialty retail, and alternative proteins, which were at different stages of growth and development.

On January 4, 2021, Donald Tang, President and Director of D8, had a meeting with Phil Liang, one of the directors of Vicarious Surgical for a general discussion on SPACs broadly. During this meeting, D8 first learned about Vicarious Surgical, viewed videos highlighting the capabilities of the robot in cadaver procedures, and expressed a strong interest in learning more about the opportunity. At the time, Vicarious Surgical was considering future financing plans, including a possible competitive bidding process with other SPACs, and D8 pushed to pre-empt that process.

On January 7, 2021, Mr. Tang and George Ho of D8 had their first conference call with Adam Sachs, CEO of Vicarious Surgical. This was an introductory call for both parties to gauge each other’s interest in pursuing a business combination and for Vicarious Surgical’s CEO to introduce the technology under development and the business case for Vicarious Surgical’s product.

D8’s initial call with Vicarious Surgical was very positive, and D8 decided to proceed with due diligence of the company. On January 10, 2021, D8 signed a non-disclosure agreement with Vicarious Surgical. Mr. Tang and Mr. Ho then had a call with Vicarious Surgical’s CEO and went through a company presentation covering the history of surgery in general, the history of robotic surgery, the advantages and shortcomings of current surgical robotic systems, the differentiating technology that Vicarious Surgical was developing, Vicarious Surgical’s Breakthrough Device Designation from the Food and Drug Administration (“FDA”), and the goals and vision for Vicarious Surgical going forward.

The discussion also covered other topics such as Vicarious Surgical’s patent portfolio, pathway to full FDA approval, strategy for commercialization, capital requirements, international expansion — especially in Asia and specifically in China — and the competitive landscape in robotic surgery today, among others.

On January 11, 2021, Mr. Tang and Mr. Ho had a conversation with Mr. Sachs and David Styka, a director of Vicarious Surgical, to discuss market opportunities and key personnel hires that would be required to streamline the path to commercialization. Separately, Mr. Tang had a conference call with Ric Fulop, a Vicarious Surgical director, on various technologies that may enhance the Vicarious Surgical product, including 3D printing techniques, data science, and AI.

On January 11, 2021, Mr. Tang and Mr. Ho had a conference call with UBS, the underwriter of D8’s initial public offering, to discuss the robotic surgery market in general, and the potential and untapped whitespace that this sector represents. Mr. Tang and Mr. Ho also discussed the historical growth and expansion of Vicarious Surgical’s competitors, especially with regards to expansion in China and what paths Vicarious Surgical could also take going forward.

On January 13, 2021, Mr. Tang, Mr. Ho and D8’s Chief Executive Officer and director, David Chu, had a conference call with a representative of one of China’s largest medical devices companies to assess market demand for surgical robotics such as those being developed by Vicarious Surgical. The overall conclusion was that the market demand is high, and growing with relaxation of regulatory policy going forward. Mr. Tang, Mr. Ho, Mr. Chu and the representative also discussed limitations of existing surgical robot platforms and confirmed that the technical advantages of Vicarious Surgical’s surgical robot were differentiating and very attractive to surgeons and hospitals.

On January 14, 2021, Mr. Tang and Mr. Ho had a follow-up discussion with Mr. Sachs to address additional diligence questions D8 had gathered after the initial company presentation and D8’s preliminary diligence calls with industry players.

On January 14, 2021, Mr. Tang and Mr. Ho had a diligence discussion with a healthcare advisor at UBS to discuss the robotic surgery market.

On January 14, 2021, Mr. Tang and Mr. Ho had a call with Vicarious Surgical’s IP counsel to discuss Vicarious Surgical’s patent portfolio.

On January 15, 2021, Mr. Tang and Mr. Ho had a follow-up discussion with UBS and Mr. Liang. The conversation included a deeper technical discussion of how Vicarious Surgical’s technology differs from legacy platforms, and the benefits conferred as well as an assessment of the remaining development work required and the milestones needed for regulatory approval. D8 also discussed with Mr. Liang areas where D8 could add value to Vicarious Surgical’s operation, including bringing advisors, key influencer surgeons, and potential board directors with relevant experience to Vicarious Surgical.

On January 16, 2021, Mr. Tang had several calls and meetings with investors in technology, healthcare, and surgical robotics to discuss general interest in the market and to understand typical valuation methodology and benchmarks.

On January 18, 2021, Mr. Tang began discussions with D8’s counsel, White & Case LLP (“White & Case”) around general terms for a Letter of Intent (“LOI”) to be sent to Vicarious Surgical.

On January 20, 2021, Mr. Tang continued to have discussions with investors in other surgical robotic companies to understand the state of competition, specific feature sets, and market entry strategies. These discussions reaffirmed D8’s view that Vicarious Surgical’s offering was differentiated and well positioned to capture and grow the market.

On January 27, 2021, Mr. Tang and Mr. Ho held a call with UBS to discuss the possible timeline of a business combination process. Topics covered included PIPE presentation materials to be prepared, definitive documents to be negotiated, audited financials to be prepared, potential investors to target, additional board members to be added, and additional diligence to be conducted, among others.

On January 27, 2021, D8 officially turned down two other ongoing potential business combination opportunities in the LOI negotiation phase to pursue Vicarious Surgical on an exclusive basis. D8 chose to pursue Vicarious Surgical as a business combination target over those other two opportunities because of Vicarious Surgical’s compelling technology and superior product offering. The demonstration video of Vicarious Surgical’s robot in action, and D8’s preliminary due diligence, demonstrated to D8 that Vicarious Surgical could potentially be the clear long term winner in the surgical robotics space, and had the greatest upside potential relative to other targets D8 was in discussions with. In addition, breaking into the Chinese market for medical devices is a non-trivial task and D8 felt that in this regard, D8 could provide the most value add to a potential business combination target.

During negotiations, Vicarious Surgical and its advisors suggested an initial valuation in excess of $2 billion could be achieved for Vicarious Surgical in a competitive bidding process with other SPACs and referred to: (i) prevailing public market valuations for SPAC business combinations, (ii) high growth med-tech companies, disruptive healthcare technology companies, and (iii) incumbent surgical robotics companies and comparable private financings and transactions, including the valuation of Auris Health, Inc, a surgical robotics company, when it was at a similar stage of development, prior to its acquisition by a strategic buyer. D8, noting that Vicarious Surgical’s objective is to become the dominant robotic surgery platform in the future, countered that the goal in any business combination should be to maximize the probability of success in that objective, instead of maximizing for valuation today. D8’s position was that its unique set of operational capabilities made it an ideal partner for scaling Vicarious Surgical’s global ambitions and ultimately more valuable for Vicarious Surgical in the long run than a higher valuation. After further discussion, Vicarious Surgical agreed to work with D8 exclusively in lieu of the competitive bidding process with other SPACs.

On January 28, 2021, D8 signed an LOI with Vicarious Surgical which provided for, among other things, a negotiated pre-money enterprise value of approximately $1.0 billion, significantly lower than the initial proposed range, which was partially based on implied valuations of comparable publicly traded companies based on ratios of enterprise value to expected revenues in 2024 and 2025 and expected compound annual growth rates of revenue for 2023-2025. The comparable publicly traded companies considered were divided into three groups: (i) high growth med-tech companies (those who are projected to have high revenue growth over the 2023-25 period); (ii) disruptive healthcare technology companies (those whose use of technology is intended to disrupt the industry); and (iii) other surgical robotics companies, namely the incumbent in the space. For more information on the comparable company analysis, please see the section entitled “— Unaudited Prospective Financial Information of Vicarious Surgical.” The D8 Board also considered valuations of comparable private companies in the US, Europe and China, at varying stages of development, and concluded those valuations also supported the D8 Board’s determination that a $1 billion enterprise valuation was fair to D8’s shareholders from a financial point of view. However, the D8 Board did not rely solely on quantitative factors. The D8 Board also made qualitative judgements based on the state of development of Vicarious Surgical, the stage of development of the robot and the rapid pace of improvement in product development, the strength of Vicarious Surgical’s engineering team, the tremendous growth opportunity the D8 Board perceived and the limited direct competition facing Vicarious Surgical, Vicarious Surgical’s international expansion opportunities that D8 could assist with, outside advisors and expertise that D8 could bring to Vicarious Surgical, additional potential shareholders that D8 could introduce to Vicarious Surgical, the D8 Board’s perception that the market was ready for alternatives to existing platforms and the compelling technological advantages of the robotic system which the D8 Board perceives as a generational advance. As part of the negotiations, Mr. Tang agreed to join the post-combination company board and D8 agreed to ask Dr. David Ho, an advisor to D8, to join the post-combination company board as well. The LOI also included a mutual exclusivity period of 45 days (automatically extended for an additional 15 days if needed) and for D8 to have the right to designate one board member to the merged company.

On January 28, 2021, Mr. Tang discussed diligence requirements and the universe of available experts and advisors for technical diligence with an outside advisor.

On January 29, 2021, Mr. Tang and Mr. Ho conducted the first modelling call with Bill Kelly, the CFO of Vicarious Surgical, to discuss financial projections over the next five years. With regards to the top line, key topics covered in this call, and in future modelling calls centered around the current and future addressable market, current and future penetration rates, revenue ramp up versus other surgical robotics companies, pricing assumptions for systems, consumables and services and systems utilization among others. With regards to the expense side, key topics covered in this call and in future modelling calls centered around costs associated with the path to commercialization including R&D expenses, marketing and customer outreach costs, regulatory and clinical expenses, costs to build out a sales team, efficiency of the sales team, and costs to grow manufacturing capability, among others.

On February 1, 2021, Mr. Tang and Mr. Ho held a kick-off call to discuss the overall timeline of the business combination process with UBS.

Between February 1, 2021 and April 13, 2021, D8 and the White & Case team held continuous discussions on legal due diligence, culminating with a final legal due diligence report received on April 13, 2021. During this period, White & Case reviewed the documents in the virtual data room opened by Vicarious Surgical and sent multiple diligence request lists to Vicarious Surgical and their legal counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”).

On February 2, 2021, Mr. Tang, Mr. Ho, Mr. Sachs, Mr. Styka, Mr. Liang, Mr. Kelly and representatives of Credit Suisse (“CS”) held the first of many conference calls to discuss the PIPE presentation deck.

On February 2, 2021, D8 held a board meeting to update the board of directors on the status of the transaction. Updates and discussions with board members were ongoing throughout the transaction process up until the board approval date on April 13, 2021.

On February 3, 2021, Mr. Tang and Mr. Ho organized a call between Mr. Sachs and a D8 advisor, Dr. David Ho. Dr. Ho subsequently spoke to potential customers and technical advisors regarding Vicarious Surgical’s business, and updated D8 on its commercial prospects. Dr. Ho was eventually added to the D8 board on April 9, 2021, and will be joining the post-combination board as well.

On February 4, 2021, D8 and White & Case representatives were granted access to an electronic data room prepared by Vicarious Surgical.

On February 8, 2021, D8 engaged KPMG to conduct a high-level risk assessment of New Vicarious Surgical’s public company readiness. The objective of this report was to provide a high-level risk assessment of the public company readiness of Vicarious Surgical. Based on KPMG’s assessment, there were no red flags raised. The IPO diligence review indicated that Vicarious Surgical should bolster capabilities by supplementing the finance function with a team build-out which would include, amongst others, a manager for SEC reporting, investor relations and cost accounting. In addition, the review suggested that Vicarious Surgical start work early on determining accounting considerations of the merger, preparation of the MD&A and implementation of the corporate governance structure required for a public entity such as compositions for the future audit committee and nominating/corporate governance committee. All of these action items were completed or are currently being pursued.

Throughout the process described below, representatives from D8 maintained a continuous dialogue with representatives from Vicarious Surgical regarding all matters of the transaction including; the status of board approval, the investor presentation and investment thesis, diligence materials to validate the opportunity for investors, the financial model, investor feedback, business updates, transaction documentation, task lists, and next steps in execution. Between February 17, 2021 and April 15, 2021, representatives from D8 and representatives from Vicarious Surgical held, at a minimum, daily update conference calls to monitor the progress of the transaction.

On February 17, 2021, Mr. Kelly had a call with KPMG to discuss IPO readiness and what internal functions and controls should be in place in order to prepare Vicarious Surgical for the rigors of being a publicly traded company. In addition, there were weekly progress calls held until April 2, 2021.

On February 25, 2021, D8 engaged KPMG to conduct a tax diligence report on Vicarious Surgical. A draft version of this report was received on March 25, 2021 with a final version received on April 8, 2021.

On February 26, 2021, Mr. Tang held a call with the entire board of Vicarious Surgical to discuss the business combination process, key hires needed to build out a sales force, the investor presentation, PIPE investor outreach strategy, international expansion possibilities, financial forecasts, among others.

On March 2, 2021, D8 and White & Case circulated an initial draft of the Merger Agreement to Mintz.

On March 4, 2021, D8 formally engaged CS as placement agent for the PIPE process, and began discussions on a PIPE marketing and PIPE investor outreach strategy.

On March 8, 2021, D8, Vicarious Surgical and CS commenced a series of conference calls and follow-up calls with prospective PIPE investors. These calls continued through April 13, 2021.

On March 12, 2021, Mr. Tang and Mr. Ho held a diligence call with a bariatric surgeon to discuss his experience with Vicarious Surgical’s surgical robot in abdominal surgeries such as hernias. The surgeon reported favorably on the Vicarious Surgical technology, the visualization of the system, its ease of set-up and its ease of use while working through the abdomen. He also described how incumbent systems are limited by the space required to operate them and the multiple incision sites they require, and that the Vicarious System solves both of these problems. He was impressed with the pace of improvement over time and commented favorably on the product focus and engineering culture of Vicarious Surgical. The surgeon with whom Mr. Tang and Mr. Ho spoke was referred by Vicarious Surgical as someone who has had experience with the robot. The call was scheduled independently by D8, and the surgeon was not compensated for the call. The surgeon has consulted for Vicarious Surgical over the past seven years on how to improve the robot and owns options to purchase 10,000 shares of Vicarious Surgical. In addition, he has, in the past, been paid an hourly rate for other advice given to Vicarious Surgical.

On March 13, 2021, Mr. Tang and Mr. Ho held a diligence call with an obstetrician-gynecologist to discuss his experience with Vicarious Surgical’s surgical robot and the value proposition of Vicarious Surgical’s surgical robot as it relates to abdominal surgeries such as hernias and hysterectomies. This surgeon was very familiar with incumbent robotic platforms and commented that Vicarious Surgical’s product could actually be used today, and was on par, if not better than the robots he currently uses. He cited how cumbersome existing systems were to operate and that the training time and difficulty of use often led surgeons to abandon adoption of them altogether. He also mentioned that one of the key highlights of the Vicarious Surgical robot was its ability to work around organs within the abdomen, a critical element in avoiding damage or injury to other organs while inside the patient. He was impressed with the pace of improvement and commented on the product focus and engineering culture at Vicarious Surgical. The surgeon was referred by Vicarious Surgical as someone who has had experience with the robot. The call was scheduled independently by D8, and the surgeon was not compensated for the call. In addition, he has, in the past, been paid an hourly rate to advise Vicarious Surgical on how to improve the robot.

Also on March 13, 2021, Mr. Tang held a diligence call with executives managing a large Chinese hospital chain and a distributor of medical equipment and surgical robotics on the market opportunity and competitive dynamic in China. The issue of training surgeons for legacy platforms was identified as a key differentiator for Vicarious Surgical’s robot. VR and visualization techniques were also identified as a promising area of development.

On March 26, 2021, Mintz circulated to White & Case a revised draft of the Merger Agreement.

On March 26, 2021, D8 extended the exclusivity period with Vicarious Surgical per the LOI for an additional 30 days, with an automatic 15 day extension until May 13, 2021.

On March 26, 2021, Mr. Tang and Mr. Ho held a diligence call with an obstetrician-gynecologist to discuss his experience with Vicarious Surgical’s surgical robot in abdominal surgery, including hysterectomies. The surgeon’s feedback was that he believed the learning curve for Vicarious Surgical’s robotic system would be significantly shorter versus existing solutions due to its ease of use and ability to match human movement. He believed that the natural motion of the system could easily drop operating room time as well and that all these factors would combine to provide a clear value proposition. This individual also commented that he would prefer that the Vicarious Surgical robot had heavier controllers. The surgeon was referred by Vicarious Surgical as someone who has had experience with the robot. The call was scheduled independently by D8, and the surgeon was not compensated for the call. In addition, he has, in the past, been paid an hourly rate to advise Vicarious Surgical on how to improve the robot.

On March 27, 2021, Mr. Tang, Mr. Ho and Mr. Chu held a diligence call with a surgical director of adult and pediatric liver and intestinal transplantation and a medical researcher to discuss the value proposition of Vicarious Surgical’s

surgical robot as it relates to abdominal surgery. The surgical director had no previous experience with Vicarious Surgical robots, and gained experience with the robot in one session on site at Vicarious Surgical’s offices. This surgical director commented that the technology made a significant difference in addressing the limited movement within the abdomen faced by surgeons using surgical robots today and that this would make market adoption more likely. Additionally, the surgeon envisioned additional use cases for the Vicarious Surgical robot not contemplated currently. He even expressed interest in returning to Vicarious Surgical’s cadaver lab to attempt more complicated procedures where existing tools result in poor patient outcomes as he felt the technology as-is was already very promising and could see it being adapted more broadly to complex procedures. The surgeon also requested modifications to the controller and interface. This surgeon subsequently joined D8 as an advisor. The medical researcher spoke with people familiar with surgical robotics and conveyed that their feedback was that the technology was impressive and an improvement over currently available technology.

On April 2, 2021, White & Case circulated to Mintz initial drafts of various other Transaction Documents.

Between April 9, 2021 and April 14, 2021, representatives of White & Case and Mintz, with input from the management teams of D8 and Vicarious Surgical, respectively, exchanged multiple drafts of the Merger Agreement and the related Transaction Documents and negotiated key terms in the documents.

On April 13, 2021, the D8 Board, with representatives from White & Case and Maples and Calder (Cayman) LLP present, met via video conference call and discussed the transaction in detail, including the overall transaction structure, the key terms of the draft Merger Agreement and the related Transaction Documents and the legal due diligence that was conducted on Vicarious Surgical. The D8 Board unanimously approved the Merger Agreement and the other Transaction Documents, subject to final negotiations and modifications, and determined to recommend the approval of the Merger Agreement and the other Transaction Documents to its shareholders.

On April 13, 2021, the PIPE book was closed to new orders; PIPE Investors signed Subscription Agreements; D8 and Vicarious Surgical reviewed the submitted orders with representatives of CS and due to excess demand, D8 and Vicarious Surgical decided to upsize the PIPE book from $100 million to $115 million.

On April 14, 2021, the Vicarious Surgical board of directors, with representatives from Mintz present, met via video conference call and discussed the transaction and the rationale for the transaction in detail. The transaction was approved unanimously by the Vicarious Surgical board.

Prior to market open on April 15, 2021, the Merger Agreement and certain Transaction Documents were executed.

On April 15, 2021, D8 announced the transaction and filed a Current Report on Form 8-K with the SEC including the press release and an investor presentation to be used in meetings with current and potential investors.

D8 Board of Directors’ Reasons for the Approval of the Business Combination

Before reaching its decision on April 13, 2021, the D8 Board reviewed the results of D8’s due diligence, which included:

•        Research on the surgery market in general, and robotic surgery in particular and its prospects, industry landscape and growth potential in the US and abroad; the competitive dynamic and features and drawbacks of other robotic surgery platforms on the market or in development;

•        Industry report on the robotics surgery space which contained analyses on robotic surgery adoption, competitor analysis, hospital purchasing decision making processes, systems pricing study, commercialization strategies among others;

•        Extensive conference call meetings with Vicarious Surgical’s management and representatives regarding the pathway to commercialization, intellectual property, potential partners and customers, growth prospects, possible acquisitions, regulatory timeline, international expansion, and PIPE marketing strategy, among others with (at a minimum) daily conference calls occurring between February 17, 2021 and April 15, 2021;

•        Diligence calls with multiple surgeons including independent advisors to D8 who have used the Vicarious System. The surgeons’ overall feedback was that the Vicarious Surgical robot was game changing, and addressed many of the issues faced by surgeons using robotics today including better flexibility, improved visualization, ease of training and easier portability among others;

•        Diligence calls with multiple hospital groups discussing incumbent systems and the benefits of the Vicarious System;

•        Review of tax due diligence and IPO diligence summary prepared by KPMG, with no red flags identified;

•        Review of legal due diligence prepared by White & Case, with no red flags identified;

•        Financial model, projections, and comparable companies analysis, including discussions around total addressable market size, clinical indications targeted, margins and commercialization pathway among others; and

•        Feedback from PIPE investors, including an industry strategic investor, on Vicarious Surgical’s prospects as a public company and relevant valuation benchmarks.

D8’s board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Different individual members of D8’s board may have given different weight to different factors in their evaluation of the Business Combination.

In the prospectus for D8’s IPO, D8 identified the following general criteria and guidelines that D8 believed would be important in evaluating prospective target businesses, although D8 indicated it may enter into a business combination with a target business that does not meet these criteria and guidelines. The D8 Board considered these factors in its evaluation of Vicarious Surgical.

Solid Fundamentals

Through due diligence and expert calls, D8 identified a strong product market fit between Vicarious Surgical’s robot platform and the large market for abdominal surgeries today. With the validation of Breakthrough Device Designation from the FDA (which does not guarantee accelerated approval), D8 believes Vicarious Surgical is well positioned to capture reasonable market share over time, and to capitalize on a sizable revenue opportunity. However, the process of medical device development is inherently uncertain and cannot be de-risked and there is no guarantee that a Breakthrough Device designation will accelerate the timeline for approval or make it more likely that the Vicarious System will be approved. D8 believes that the Vicarious Surgical business model of high margin capital sales paired with recurring revenue from disposable components and service/maintenance contracts is compelling. While the Vicarious Surgical robot has not yet received FDA approval, D8 believes the Business Combination will enable the acceleration of the development of Vicarious Surgical and will position Vicarious Surgical, to participate in a robust market opportunity.

Underexploited expansion opportunities:

Vicarious Surgical operates in a space that is vastly underpenetrated with what D8 believes are significant opportunities for growth. While the conventional thinking is that Vicarious Surgical will compete against legacy robotic systems, D8 believes Vicarious Surgical’s true competition is open surgery as a whole. As hospitals and surgeons increasingly adopt robotic surgery into their repertoire, D8 believes that Vicarious Surgical’s superior and differentiated product will allow it to capture market share in an area that is relatively untapped. This thesis has been corroborated not only through D8’s multiple discussions with industry players who have viewed the capabilities of the Vicarious Surgical robot favorably, but also through feedback from surgeons who have tested the robot in a lab setting.

The total addressable market contemplated as of today includes almost 40 million annual global abdominal procedures. These would include all hernia (including incisional and umbilical), hysterectomy (including oophorectomy and colpopexy), gall bladder and gastrointestinal (including colorectal, bariatric, small bowel, esophageal) procedures, among others. Based on its current forecast, D8 believes it can achieve approximately $1 billion in revenue with < 1% penetration in this market.

Under-valued business:

D8 believes there are significant opportunities to expand the addressable market for Vicarious Surgical’s robot. One important piece of feedback received from a surgeon who experimented with Vicarious Surgical’s robot was that there

could be lots of applications for the robot in addition to the indications included in the current forecast. Through additional conversations with other surgeons, D8 realized that once surgeons from various disciplines were introduced to the Vicarious System, they would figure out on their own additional ways to apply the robot to optimize their own surgical procedures. This “untapped” addressable market is an unquantifiable market opportunity for now, and is not included in D8’s forecast, but it represents significant potential upside.

Attractive returns:

With the aforementioned two points, D8 feels that merging with Vicarious Surgical allows D8’s shareholders to participate right at the moment of inflection in Vicarious Surgical’s life cycle. D8 has seen the growth of incumbent systems being rewarded by the markets and D8 believes that the long term value proposition of Vicarious Surgical is even more convincing as the Vicarious System addresses the problems and challenges surgeon’s currently face using robotics today. D8’s diligence has verified that the technology works and D8 is optimistic that the Breakthrough Device Designation from the FDA, while not a guarantee of accelerated approval, will help pave the way towards commercialization. The D8 Board did take into account, however, that the process of medical device development is inherently uncertain and cannot be de-risked and there is no guarantee that a Breakthrough Device designation will accelerate the timeline for approval or make it more likely that the Vicarious System will be approved. Compared to similar companies in D8’s comparable companies universe, D8 and its Board believe not only is the entry valuation attractive, as described below in the section entitled “— Unaudited Prospective Financial Information of Vicarious Surgical,” but the long term returns that Vicarious Surgical can generate will be extremely compelling.

Ability to leverage existing D8 value chain:

The current forecast is US-dominant, with over 90% of the total revenues generated during the forecast period coming domestically. However, there is a large addressable market globally, and with D8 being based in Asia, D8 believes it is well-positioned to help Vicarious Surgical expand to the eastern hemisphere. Key markets D8 will be focusing on for expansion include China, Indonesia, Korea, Japan and Singapore. Through conversations with medical device industry participants, D8 has learned that there is significant demand in China for surgical robotics. However, due to import restrictions, the average utilization for incumbent surgical robotics players is approximately 4x higher in China than it is in the United States. As these restrictions loosen in the future, it is D8’s ambition to assist Vicarious Surgical in capturing market share in this market and others.

These illustrative criteria were not intended to be exhaustive. D8 stated in the IPO prospectus that any evaluation relating to the merits of a particular initial business combination would be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that D8’s management may deem relevant. In the event that D8 decided to enter into a business combination with a target business that does not meet the above criteria and guidelines, D8 indicated that it would disclose that the target business does not meet the above criteria in D8’s stockholder communications related to its initial business combination.

Sourced on a Proprietary Basis:    D8 did not want to participate in a broadly marketed process, including situations where companies were “exploring all their alternatives” but rather aimed to leverage its extensive network to source D8’s initial business combination. D8 also actively avoided competitive bidding processes with other SPACs, sometimes referred to as “SPAC-offs”, or auction processes for potential target companies. Through D8’s due diligence and careful filtering, D8 was able to identify Vicarious Surgical as an attractive merger target without participating in a competitive process for target companies.

Committed and Capable Management Team:

The co-founders of Vicarious Surgical, Adam Sachs and Sammy Khalifa, possess impressive backgrounds having both studied engineering at MIT, and thereafter working at Apple. They have dedicated the last seven years of their careers to building Vicarious Surgical and developing its technology. Both are extremely passionate about their life’s work and believe that the Vicarious Surgical robotic system can great benefit the future of surgery and therefore benefit society at large. Their efforts have resulted in Vicarious Surgical having developed the only full robotics system to have achieved a Breakthrough Designation by the FDA, which is a significant achievement even though there is no guarantee that a Breakthrough Device designation will accelerate the timeline for approval or make it more likely that the Vicarious System will be approved.

The co-founder have assembled an accomplished group of advisors and managers who are equally passionate about Vicarious Surgical. D8 believes that these advisors possess the experience required to help bring the Vicarious Surgical robot to commercialization. Vicarious Surgical’s advisors include the former CFO of Auris Health, the former head of the robotics program at Medtronic and the former chief IP counsel of Becton Dickinson, among others. In addition, Vicarious Surgical has attracted a marquee list of investors known for being ahead of the curve such as Bill Gates, Innovation Endeavors, Khosla Ventures and others.

Strong PIPE interest:

As further validation of Vicarious Surgical’s technology, D8 and Vicarious Surgical were able to secure a strong list of investors for the PIPE transaction including industry stalwart Becton Dickinson, and existing investors such as Khosla Ventures, Bill Gates and Eric Schmidt’s Innovation Endeavors. Due to an effective marketing effort, D8 was able to up-size the PIPE transaction from an anticipated $100 million to a final closing of $115 million.

Seller’s retained interest:

Current Vicarious Surgical Stockholders will be rolling over 100% of their equity into New Vicarious Surgical. D8 considered this to be strong indication of their commitment to the long term value proposition of Vicarious Surgical. The D8 Board did, however, take into consideration that the Vicarious Surgical Stockholders will not be subject to any contractual restrictions on sales of their shares more than 180 days after the consummation of the Business Combination.

During negotiations, Vicarious Surgical and its advisors suggested an initial valuation in excess of $2 billion could be achieved for Vicarious Surgical in a competitive bidding process with other SPACs and referred to: (i) prevailing public market valuations for SPAC business combinations, (ii) high growth med-tech companies, disruptive healthcare technology companies, and (iii) incumbent surgical robotics companies and comparable private financings and transactions, including the valuation of Auris Health, Inc, a surgical robotics company, when it was at a similar stage of development, prior to its acquisition by a strategic buyer. D8, noting that Vicarious Surgical’s objective is to become the dominant robotic surgery platform in the future, countered that the goal in any business combination should be to maximize the probability of success in that objective, instead of maximizing for valuation today. D8’s position was that its unique set of operational capabilities made it an ideal partner for scaling Vicarious Surgical’s global ambitions and ultimately more valuable for Vicarious Surgical in the long run than a higher valuation. After further discussion, Vicarious Surgical agreed to work with D8 exclusively in lieu of the competitive bidding process with other SPACs.

At pricing, Vicarious Surgical was ascribed an enterprise value of approximately $1.0 billion and equity value, defined as enterprise value less debt plus cash, of approximately $1.5 billion, representing approximately 3.1x in projected 2025 revenues. The D8 Board concluded that this was fair and reasonable from a financial point of view to D8 shareholder. The D8 Board’s conclusion was partially based on implied valuations of comparable publicly traded companies based on ratios of enterprise value to expected revenues in 2024 and 2025 and expected compound annual growth rates of revenue for 2023-2025. The comparable publicly traded companies considered were divided into three groups: (i) high growth med-tech companies (those who are projected to have high revenue growth over the 2023-25 period); (ii) disruptive healthcare technology companies (those whose use of technology is intended to disrupt the industry); and (iii) other surgical robotics companies, namely the incumbent in the space. For more information on the comparable company analysis, please see the section entitled “— Unaudited Prospective Financial Information of Vicarious Surgical.” The D8 Board also considered valuations of comparable private companies in the US, Europe and China, at varying stages of development, and concluded those valuations also supported the D8 Board’s determination that a $1 billion enterprise valuation was fair to D8’s shareholders from a financial point of view. However, the D8 Board did not rely solely on quantitative factors. The D8 Board also made qualitative judgements based on the state of development of Vicarious Surgical, the stage of development of the robot and the rapid pace of improvement in product development, the strength of Vicarious Surgical’s engineering team, the tremendous growth opportunity the D8 Board perceived and the limited direct competition facing Vicarious Surgical, Vicarious Surgical’s international expansion opportunities that D8 could assist with, outside advisors and expertise that D8 could bring to Vicarious Surgical, additional potential shareholders that D8 could introduce to Vicarious Surgical, the D8 Board’s perception that the market was ready for alternatives to existing platforms and the compelling technological advantages of the robotic system which the D8 Board perceives as a generational advance. As part of the negotiations, Mr. Tang agreed to join the post-combination company board and D8 agreed to ask Dr. David Ho, an advisor to D8, to join the post-combination company board as well. Accordingly, D8’s shareholders will be relying solely on the judgment of the D8 Board in determining the value of the Business Combination, and the D8 Board may not have properly valued such business.

Although the D8 Board did not seek a third party valuation, and did not receive a valuation opinion from any third party in connection with the Business Combination, the D8 Board relied on D8’s management team’s collective experience in public market transactions in constructing and evaluating financial models and projections and conducting valuations of businesses. Based on these various factors, including the specific considerations described in the preceding paragraph, the D8 Board concluded that a fully diluted post-Closing equity value of the combined companies of $1.5 billion is a fair and reasonable valuation from a financial point of view to D8 shareholders. Accordingly, D8’s shareholders will be relying solely on the judgment of the D8 Board in determining the value of the Business Combination, and the D8 Board may not have properly valued such business.

The D8 Board also gave consideration to certain negative factors (which are more fully described in the section entitled “Risk Factors” beginning on page 49 of this proxy statement/prospectus, although not weighted or in any order of significance).

The risk that D8’s Public Shareholders would vote against the Business Combination Proposal or exercise their Redemption Rights

The D8 Board considered the risk that some of the current Public Shareholders would vote against the Business Combination Proposal or decide to exercise their Redemption Rights, thereby reducing the amount of cash available in the Trust Account to an amount below the minimum amount required to consummate the Business Combination. The D8 Board concluded, however, that the risk was mitigated because of the market confidence shown by the PIPE Investors, which the D8 Board considered a strong endorsement of the quality of the Business Combination. Further, the fact that Public Shareholders may vote for the Business Combination Proposal while also exercising their Redemption Rights mitigates incentive for a Public Shareholders to vote against the Business Combination Proposal, especially to the extent that they hold Public Warrants which would be worthless if the Business Combination is not completed.

D8’s management and the D8 Board may have different interests in the Business Combination than the Public Shareholders

The D8 Board considered the fact that members of D8’s management and the D8 Board may have interests that are different from, or are in addition to, the interests of D8’s shareholders generally, including the matters described under “— Certain Benefits of D8’s Directors and Officers and Others in the Business Combination” beginning on page 124 of this proxy statement/prospectus. However, the D8 Board concluded that the potentially disparate interests would be mitigated because (a) these interests were disclosed in the initial public offering prospectus and (b) these disparate interests would exist or may be even greater with respect to a business combination with any other target company, depending on the substantive terms and timing of any such alternative business combination.

Investors may not have the same benefits as an investor in an underwritten public offering.

The D8 Board considered the risks to unaffiliated investors presented by taking Vicarious Surgical public through a business combination rather than an underwritten offering. The risks considered by the D8 Board included that, as in other business combinations and spin-offs, investors will not receive the benefits of the diligence performed by an underwriter that would be subject to liability under Section 11 of the Securities Act for any material misstatements or omissions in a registration statement. As a result, there could be a heightened risk of an incorrect valuation of Vicarious Surgical’s business or material misstatements or omissions than in an underwritten offering.

The D8 Board also considered that, because there are no underwriters, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sell shares to help inform efficient and sufficient price discovery with respect to the initial post-closing trades. Moreover, the D8 Board evaluated the impact of the fact that D8 will not engage in, and has not and will not, request financial advisors to engage in, any special selling efforts, stabilization or price support activities following Closing. In addition, since New Vicarious Surgical will become public through a merger, securities analysts of major brokerage firms may not provide coverage of New Vicarious Surgical since there is no incentive to brokerage firms to recommend the purchase of its common shares.

However, the D8 Board concluded that these risks were mitigated because (a) D8 and its advisors conducted due diligence on Vicarious Surgical and its industry, (b) the valuation of Vicarious Surgical was supported by the quantitative and qualitative factors described herein and (c) D8 successfully marketed the PIPE Investment at $10.00 per share, demonstrating that third parties believe the valuation to be appropriate and that $10.00 per share is an appropriate price for restricted securities immediately following the Business Combination.

The Vicarious Surgical robot may not receive FDA approval.

Although the Vicarious Surgical robot received a Breakthrough Device designation, the process of medical device development is inherently uncertain and cannot be de-risked and there is no guarantee that a Breakthrough Device designation will accelerate the timeline for approval or make it more likely that the Vicarious System will be approved. However, the D8 Board concluded that this risk was mitigated because (a) the risk would be disclosed in this proxy statement/prospectus, (b) the risk would be inherent in any pre-market target company in the medical device industry, and although not a guarantee of FDA approval, Breakthrough Device designation is a positive indicator as compared to a similar company without that designation, (c) Vicarious Surgical believes there is a predicate device for the use of the Vicarious System for ventral hernia procedures which Vicarious Surgical believes will mean that a human clinical investigation to evaluate the safety, performance, and effectiveness of the Vicarious System will not be necessary to obtain FDA clearance.

The D8 Board also considered a variety of additional uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

Liquidation of D8.    The risks and costs to D8 if the Business Combination is not completed, including the risk of diverting management focus and resources from other initial business combination opportunities, which could result in D8 being unable to effect an initial business combination by July 17, 2022 and force D8 to liquidate and the warrants to expire worthless.

Competition.    The fact that there are a number of companies competing in Vicarious Surgical’s industry and the possibility that Vicarious Surgical may be unable to attract and retain customers for its products, or the possibility that one of its competitors may be able to develop new technologies or business strategies that may negatively impact Vicarious Surgical’s operations and growth prospects.

Revenue Status.    The risks related to Vicarious Surgical’s status as a company that has not begun selling products and services and the possibility that the Vicarious Surgical management team may be unable to execute its business plan or achieve and sustain profitability.

Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within D8’s control.

Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

Public Company Status.    The requirements of being a public company, including compliance with the SEC’s requirements regarding internal control over financial reporting, may strain New Vicarious Surgical’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than New Vicarious Surgical anticipates.

Unaudited Prospective Financial Information of Vicarious Surgical

Vicarious Surgical does not as a matter of course make public projections as to future sales, earnings or other results. However, the management of Vicarious Surgical has prepared the prospective financial information set forth below and provided to Vicarious Surgical’s board of directors, Vicarious Surgical’s financial advisors and D8 certain internal, unaudited prospective financial information in connection with the evaluation of the Business Combination. The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines of the SEC, or with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the Company’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Company. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Vicarious Surgical’s management prepared such financial information based on their judgment and assumptions regarding the future financial performance of Vicarious Surgical. The inclusion of the below information should not be regarded as an indication that Vicarious Surgical, D8, the D8 Board or their respective affiliates, advisors, or other representatives or any other recipient of this information considered — or now considers — it to be necessarily predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal.

The unaudited prospective financial information is included in this proxy statement/prospectus solely to provide D8’s shareholders access to information made available in connection with the D8 Board’s consideration of the proposed Business Combination. Furthermore, the Projections do not take into account any circumstances or events occurring after the date on which the Projections were prepared, which was March 5, 2021.

The unaudited prospective financial information is subjective in many respects. As a result, there can be no assurance that the prospective results will be realized or that actual results will not be significantly higher or lower than estimated. Since the unaudited prospective financial information covers multiple years, that information by its nature becomes less predictive with each successive year.

While presented in this proxy statement/prospectus with numeric specificity, the information set forth in the summary below was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Vicarious Surgical’s management, including, among other things, the matters described in the sections entitled “Forward-Looking Statements” and “Risk Factors.” Vicarious Surgical believes the assumptions in the prospective financial information were reasonable at the time the financial information was prepared, given the information Vicarious Surgical had at the time. However, important factors that may affect actual results and cause the results reflected in the prospective financial information not to be achieved include, among other things, risks and uncertainties relating to Vicarious Surgical’s business, industry performance, the regulatory environment, and general business and economic conditions. The prospective financial information and projections also reflect assumptions as to certain business decisions that are subject to change. No person has made or makes any representation or warranty to any D8 shareholder regarding the information included in the prospective financial information or projections.

The prospective financial information and projections are not included in this proxy statement/prospectus in order to induce any D8 shareholders to vote in favor of any of the proposals at the extraordinary general meeting.

D8 encourages you to review the financial statements of Vicarious Surgical included in this proxy statement/prospectus, as well as the financial information in the sections entitled “Selected Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 45 of this proxy statement/prospectus and to not rely on any single financial measure.

The Vicarious Surgical prospective financial information was prepared using a number of assumptions, including the following assumptions that Vicarious Surgical’s management believed to be material:

•        Prospective financial information assumes Vicarious Surgical receives FDA approval of the Vicarious System robotic system for ventral hernia in 2023 and for subsequent applications under development, such as other hernia, hysterectomy, gall bladder, and other gastrointestinal surgical procedures, between 2024 and 2027. While Vicarious Surgical is inherently unable to predict the behavior of the FDA as an independent agency, and what the FDA, in its sole discretion may decide, the assumed timing of these approvals represents Vicarious Surgical’s best estimate of when these approvals might occur. This estimate is based on Vicarious Surgical’s own estimate of the remaining time and activities necessary to complete development of its robotic system, together with Vicarious Surgical’s opinion, at this time, as to the nature and extent of potential clinical testing that might be required by the FDA in the future, for each of these applications, and Vicarious Surgical’s ability to meet these requirements. Vicarious Surgical based these assumptions on its general knowledge of other medical device companies’ past submissions and the requirements imposed on technologies with similar complexity and risk, as well as its own initial correspondence with the FDA. Actual results may vary significantly from these estimates. Further, there is no guarantee Vicarious Surgical will successfully receive timely FDA approval for any of these applications according to its projected timelines, or at all, and if Vicarious Surgical fails to achieve approval or incurs significant delays in its approval for any of these applications, this could have a material adverse impact on its ability to achieve its prospective financial information set forth above.

•        Assuming FDA approval is obtained, projected revenues, gross margin and installed base assume Vicarious Surgical will sell the Vicarious System for a list price of $1.6 million with an anticipated initial discount to list price for early adopters of approximately 25% with decreasing discounts over time. Additionally, Vicarious Surgical assumes annual support revenue of 10% of initial system selling price, as well as sales of instruments and accessories of approximately $1,500 to $2,000 per procedure. Actual selling prices may vary materially from these assumptions.

•        Vicarious Surgical estimates that the total worldwide addressable market for its robotic system is approximately 39 million procedures annually. The prospective financial information therefore assumes a projected market penetration of less than 0.45% globally as of 2027. Within the United States, the predominant anticipated market in the first few years of commercialization, Vicarious Surgical estimates that its U.S. addressable market is approximately eight million procedures. The prospective financial information therefore assumes a U.S. projected market penetration of approximately 1.8% as of 2027.

•        In addition to the assumptions regarding average selling price and projected market penetration, projected gross profit is further impacted by Vicarious Surgical’s assumptions regarding the mix of systems produced and sold, the growth in contribution from sales of consumables and service contracts and costs associated with manufacturing overhead, service, warranty and logistics. Actual results can vary significantly from Vicarious Surgical’s projections.

Below is a summary of the comparable companies analysis used as a basis to determine valuation.

(1)      The companies included in this category are Eargo, Inc., Pulmonx Corp., Inari Medical, Inc., Nano-X Imaging Ltd, Silk Road Medical, Inc., Inspire and Outset Medical, Inc.

(2)      The Companies included in this category are 10x Genomics, Inc., Berkeley Lights, AbCellera Biologics Inc., Adaptive Biotechnologies Corp., American Well Corporation, Guardant Health, Inc. and Teladoc Health, Inc.

(3)      Excludes Silk Road Medical, Inc. and Nano-X Imaging Ltd due to lack of projected 2025E Sales by research analysts.

Source: Company Filings, FACTSET as of 4/13/2021

Note: EV/Revenue for High-Growth Medtech and Disruptive Technologies refer to simple averages.

Satisfaction of 80% Test

NYSE rules require that D8’s initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the funds held in the Trust Account) at the time of the execution of a definitive agreement for D8’s initial business combination. As of April 15, 2021, the date of the execution of the Merger Agreement, the fair value of the funds held in the Trust Account was approximately $333,185,194.64 (excluding the deferred underwriting commissions and taxes payable on the income earned on the funds held in the Trust Account), and 80% thereof represents approximately $266,548,155.71. Based on the enterprise value of Vicarious Surgical of approximately $1.0 billion compared to the approximately $333,185,194.64 in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the funds held in the Trust Account), the fact that the purchase price for Vicarious Surgical was the result of an arm’s length negotiation and all of the factors described in this section and the section entitled “The Business Combination Proposal — Merger Agreement” beginning on page 125 of this proxy statement/prospectus, the D8 Board determined that this requirement was met.

to the Domestication), if unrestricted and freely tradable, would have had an aggregate market value of $15,130,000.00 based upon the closing price of $1.70 per Public Warrant on NYSE on July 13, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus.

•        Donald Tang and David Ho, current directors of D8, are expected to be directors of New Vicarious Surgical after the Closing. As such, in the future, Mr. Tang and Mr. Ho may receive fees for their service as directors, which may consist of cash or stock-based awards, and any other remuneration that New Vicarious Surgical Board determines to pay to its non-employee directors.

•        D8’s existing directors and officers will be eligible for continued indemnification and continued coverage under D8’s directors’ and officers’ liability insurance policy after the Merger and pursuant to the Merger Agreement and indemnification agreements entered into with such directors and officers in connection with the IPO.

•        In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to D8 if and to the extent any claims by a third party (other than D8’s independent registered public accounting firm) for services rendered or products sold to D8, or a prospective target business with which D8 has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (a) $10.00 per Public Share and (b) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share, due to reductions in value of the trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

•        D8’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them related to identifying, investigating, negotiating and completing an initial business combination. However, if D8 fails to consummate a business combination by July 17, 2022, they will not have any claim against the Trust Account for reimbursement. Accordingly, D8 may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by such date.

•        Pursuant to the A&R Registration Rights Agreement, the Insiders will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the New Vicarious Surgical Class A Common Stock and New Vicarious Surgical Warrants held by such parties following the consummation of the Proposed Transaction.

•        UBS, the underwriter of D8’s initial public offering, which provided certain advice to D8 in connection with the Business Combination, will be entitled to receive a deferred underwriting commission of $12,075,000 from D8 upon completion of the Business Combination.

Merger Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Merger.

The Merger Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the Merger Agreement and/or other specific dates. The assertions and obligations embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the underlying disclosure letters (the “Disclosure Letters”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. D8 does not believe that the Disclosure Letters contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been

accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about D8, Merger Sub, Vicarious Surgical or any other matter.

Structure of the Merger

On April 15, 2021, D8 entered into the Merger Agreement with Merger Sub, Vicarious Surgical and Adam Sachs, an individual, in his capacity as the Stockholder Representative, pursuant to which, among other things, following the Domestication, Merger Sub will merge with and into Vicarious Surgical, the separate corporate existence of Merger Sub will cease and Vicarious Surgical will be the surviving corporation (Vicarious Surgical, in its capacity as the surviving corporation of the Merger, sometimes referred to as the “Surviving Corporation”).

Prior to and as a condition of the Merger, pursuant to the Domestication, D8 will change its jurisdiction of incorporation by migrating to and domesticating as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended, and the Cayman Islands Companies Act (As Revised). For more information, see “The Domestication Proposal” beginning on page 146 of this proxy statement/prospectus.

Consideration

Aggregate Merger Consideration

D8 has agreed to pay approximately $1.0 billion in aggregate consideration. The Vicarious Surgical stockholders (except for the Vicarious Surgical Founders) will receive shares of New Vicarious Surgical Class A Stock (valued at $10.00 per share) equal to (i) the amount of shares of Vicarious Surgical capital stock owned by such holder multiplied by (ii) the Fully Diluted Adjusted Merger Consideration for each share in such class of Vicarious Surgical capital stock. The Vicarious Surgical Founders will receive shares of New Vicarious Surgical Class B Stock equal to (i) the amount of Vicarious Surgical capital stock owned by such Vicarious Surgical Founder multiplied by (ii) the Fully Diluted Adjusted Merger Consideration for each share in such class of Vicarious Surgical capital stock.

Treatment of Vicarious Surgical Options

Each Vicarious Surgical option that is outstanding as of immediately prior to the Effective Time (whether vested or unvested) shall be assumed by D8 and shall be converted into an option to acquire New Vicarious Surgical Class A Stock with the same terms and conditions as applied to the Vicarious Surgical option immediately prior to the Effective Time; provided that the number of shares underlying such New Vicarious Surgical option will be determined by multiplying the number of shares of Vicarious Surgical capital stock that are issuable upon the exercise of such option immediately prior to the Effective Time by the Fully Diluted Adjusted Merger Consideration for such class, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Vicarious Surgical option shall be determined by dividing the per share exercise price of such Vicarious Surgical option immediately prior to the Effective Time by the Fully Diluted Adjusted Merger Consideration for such class, which quotient shall be rounded up to the nearest whole cent.

Treatment of Vicarious Surgical Warrants

Each warrant to purchase shares of Vicarious Surgical capital stock that is issued and outstanding prior to the Effective Time and has not been exercised or terminated pursuant to its terms will be assumed and converted into a warrant exercisable for shares of New Vicarious Surgical Class A Stock; provided that the number of shares underlying such New Vicarious Surgical Warrant will be determined by multiplying the number of shares of Vicarious Surgical capital stock that are issuable upon the exercise of such warrant immediately prior to the Effective Time by the Fully Diluted Adjusted Merger Consideration for such class, which product shall be rounded down to the nearest whole number of shares, and the per share exercise price of such New Vicarious Surgical Warrant shall be determined by dividing the per share exercise price of such Vicarious Surgical warrant immediately prior to the Effective Time by the Fully Diluted Adjusted Merger Consideration for such class, which quotient shall be rounded down to the nearest whole cent.

Closing

In accordance with the terms and subject to the conditions of the Merger Agreement, the Closing will take place no later than on the date that is the third business day after the satisfaction or waiver of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless another time or date is mutually agreed to in writing by the parties.

Representations and Warranties

The Merger Agreement contains representations and warranties of Vicarious Surgical and D8, certain of which are qualified by materiality and Material Adverse Effect (as defined below) and may be further modified and limited by the Disclosure Letters. See “The Business Combination Proposal — Merger Agreement — Representations and Warranties — Material Adverse Effect” beginning on page 127 of this proxy statement/prospectus. The representations and warranties of D8 are also qualified by information included in D8’s public filings, filed or submitted to the SEC and available on the SEC’s website prior to the date of the Merger Agreement (subject to certain exceptions contemplated by the Merger Agreement).

Representations and Warranties of Vicarious Surgical

Vicarious Surgical has made representations and warranties relating to, among other things, organization and qualification, no subsidiary, capitalization, due authorization, no conflict and governmental consents and filings, compliance and approvals, government contracts, financial statements, no undisclosed liabilities, absence of certain changes, litigation, company benefit plans, labor relations, real property and tangible property, taxes, environmental matters, brokers and third party expenses, intellectual property, privacy, cybersecurity, agreements, contracts and commitments, insurance, related party transactions, certain provided information, anti-corruption and sanctions, suppliers, sufficiency of assets and foreign investments in U.S. businesses and that there are no other representations and warranties of D8 or Merger Sub except as set forth in a certain section of Merger Agreement.

The representations and warranties of Vicarious Surgical identified as fundamental under the terms of the Merger Agreement are organization and qualification, no subsidiaries, capitalization, due authorization and brokers and third party expenses (collectively, the “Vicarious Surgical Fundamental Representations”).

Representations and Warranties of D8 and Merger Sub

D8 and Merger Sub have made representations and warranties relating to, among other things, organization and qualification, parent subsidiaries, capitalization, authority relative to the Merger Agreement, no conflict and required filings and consents, compliance and approvals, SEC reports and financial statements, absence of certain changes or events, litigation, business activities, material contracts, listing, PIPE investment amount, Trust Account, taxes, information supplied, board approval and shareholder vote, affiliate transactions, brokers and that there are no other representations and warranties of Vicarious Surgical except as set forth in a certain section of the Merger Agreement.

The representations and warranties of D8 and Merger Sub identified as fundamental under the terms of the Merger Agreement are organization and qualification, subsidiaries, capitalization, authority relative to the Merger Agreement and brokers (collectively, the “D8 Fundamental Representations”).

Survival of Representations, Warranties and Covenants

Except in the case of claims against a person in respect of such person’s intentional fraud in making a representation and warranty in the Merger Agreement and the survival of any covenant or agreement of the respective parties which by its terms is required to be performed or complied with in whole or in part after the Closing (which covenants and agreements shall survive the Closing in accordance with their respective term), the representations, warranties, covenants and agreements of the respective parties to the Merger Agreement will not survive the Closing.

Material Adverse Effect

Under the Merger Agreement, certain representations and warranties of Vicarious Surgical are qualified in whole or in part by a materiality or a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Similarly, under the Merger Agreement, certain representations and warranties of D8 and Merger Sub are qualified in whole or in part by a materiality or a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Vicarious Surgical Material Adverse Effect

Pursuant to the Merger Agreement, a material adverse effect with respect to Vicarious Surgical (“Vicarious Surgical Material Adverse Effect”) means any change, event, circumstance, fact or occurrence (collectively, “Events”), individually or when aggregated with other changes, events or occurrences, that (i) has had or would be reasonably likely to have a materially adverse effect on the business, assets, financial conditions or results of operations of Vicarious Surgical or (ii) is reasonably likely to prevent or materially delay the ability of Vicarious Surgical to consummate the transactions contemplated by the Merger Agreement and by the other Transaction Documents.

However, for purposes of item (i) above, no Event that results from or arises out of or is related to any of the following (alone or in combination) shall be taken into account in determining whether a Vicarious Surgical Material Adverse Effect has occurred or would be reasonably likely to occur:

(a)     acts of war, sabotage, civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local, political or social conditions;

(b)    earthquakes, hurricanes, tornados, pandemics (including COVID-19) or other natural or man-made disasters;

(c)     changes attributable to the public announcement or pendency of the Merger Agreement or any of the transactions contemplated by the Merger Agreement or the other Transaction Documents (including the impact thereof on relationships with customers, suppliers, employees or governmental entities);

(d)    changes or proposed changes in applicable legal requirements, regulations or interpretations thereof or decisions by courts or any governmental entity after the date of the Merger Agreement;

(e)     changes or proposed changes in GAAP (or any interpretation thereof) after the date of the Merger Agreement;

(f)     any downturn in general business or economic conditions, including changes in the credit, debt, securities, financial, capital or securities markets generally, or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets), in each case, in the United States or anywhere else in the world;

(g)    events or conditions generally affecting the industries and markets in which Vicarious Surgical operates;

(h)    any failure in and of itself to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position (provided, that this shall not prevent a determination that any Event underlying such failure has resulted in a Vicarious Surgical Material Adverse Effect); or

(i)     any action required to be taken, or required not to be taken, pursuant to the terms of the Merger Agreement.

In the event an Event described in items (d), (e), (f) or (g) above disproportionately adversely affects Vicarious Surgical compared to other persons or entities operating in the same industry as Vicarious Surgical, then such disproportionate impact may be taken into account in determining whether a Vicarious Surgical Material Adverse Effect has occurred.

D8 Material Adverse Effect

Pursuant to the Merger Agreement, a material adverse effect with respect to D8 or Merger Sub (“D8 Material Adverse Effect” and together with a Vicarious Surgical Material Adverse Effect, a “Material Adverse Effect”) means any Event, individually or when aggregated with other changes, events or occurrences, that (i) has had or would be reasonably likely to have a materially adverse effect on the business, assets, financial condition or results of operations of D8 and Merger Sub, taken as a whole, or (ii) is reasonably likely to prevent the ability of D8 or Merger Sub to consummate the transactions contemplated by the Merger Agreement or the other Transaction Documents.

However, for purposes of item (i) above, no Event that results from or arises out of or is related to any of the following (alone or in combination) shall be taken into account in determining whether a D8 Material Adverse Effect has occurred or would be reasonably likely to occur:

(a)     changes or proposed changes in applicable legal requirements, regulations or interpretations thereof or decisions by courts or any governmental entity after the date of the Merger Agreement;

(b)    changes or proposed changes in GAAP (or any interpretation thereof) after the date of the Merger Agreement;

(c)     any downturn in general business or economic conditions, including changes in the credit, debt, securities, financial, capital or securities markets generally, or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets), in each case, in the United States or anywhere else in the world; or

(d)    changes attributable to the public announcement or pendency of the Merger Agreement or any of the transactions contemplated by the Merger Agreement or the other Transaction Documents (including PIPE Investment and the Domestication).

In the event an Event described in items (a), (b) or (c) above disproportionately adversely affects D8 compared to other “SPACs” operating in the industries in which D8 operates, then such disproportionate impact may be will be taken into account in determining whether a D8 Material Adverse Effect has occurred.

Covenants and Agreements

Vicarious Surgical has made covenants relating to, among other things, conduct of business, preparation and delivery of financial statements, access to information, cooperation with respect to the PIPE Investment, governmental consents, filing of notices and this registration statement, public disclosures, acquisition proposals, post-closing directors and officers of New Vicarious Surgical and third-party consents.

D8 has made covenants relating to, among other things, conduct of business, access to information, cooperation with respect to governmental consents and filing of notices, filing of this registration statement, Trust Account proceeds, compliance with Section 16 of the Exchange Act, the NYSE listing, no solicitation, post-closing directors and officers of New Vicarious Surgical, Domestication, director and officer indemnification and insurance, public disclosures, PIPE Investment subscriptions and litigation.

Conduct of Business by Vicarious Surgical

Vicarious Surgical has agreed that from the date of the Merger Agreement through the earlier of the Closing or the termination of the Merger Agreement (the “Interim Period”), it will, except as otherwise consented to by D8 in writing (which consent will not be unreasonably withheld, conditioned, or delayed), as expressly contemplated by the Merger Agreement or the Vicarious Surgical Disclosure Letter, (a) conduct its operations in the ordinary course consistent with past practices and use reasonable best efforts to preserve the present business and operations and goodwill of Vicarious Surgical, keep available the services of its officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them.

During the Interim Period, Vicarious Surgical has also agreed not to, except as required or expressly permitted by the Merger Agreement or the Vicarious Surgical Disclosure Letter, required by applicable legal requirements or as consented to by D8 in writing (which consent will not be unreasonably withheld, conditioned, or delayed), do any of the following:

•        except as otherwise required by any existing benefit plan of Vicarious Surgical, the Merger Agreement or applicable legal requirements: (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus to, any current or former employee, director or independent contractor except for any such person with an annual base salary or wage rate of less than $250,000 in the ordinary course of business; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor; (iii) enter into, amend or terminate any benefit plan of Vicarious Surgical or any employee benefit plan, policy, program, agreement, trust or arrangement

that would have constituted an benefit plan of Vicarious Surgical if it had been in effect on the date of the Merger Agreement (other than annual renewal of welfare plans in the ordinary course of business consistent with past practice or amendments to welfare plans that do not result in more than a de minimis increase in cost to Vicarious Surgical); (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensation or benefits under any benefit plan of Vicarious Surgical; (v) grant any equity or equity-based compensation awards; or (vi) hire or terminate any employee or independent contractor (other than for cause), if such new employee or independent contractor will receive, or such terminated employee or consultant does receive, annual base compensation (or annual base wages or fees) in excess of $250,000;

•        transfer, sell, assign, license, sublicense, covenant not to assert, encumber, subject to a lien (other than certain permitted liens), impair, abandon, fail to diligently maintain, allow to lapse, transfer or otherwise dispose of, any right, title or interest of Vicarious Surgical in or to any intellectual property material to any of the businesses of Vicarious Surgical (other than non-exclusive licenses of owned intellectual property granted to customers in the ordinary course of business consistent with past practice);

•        extend, amend, waive, cancel or modify any material rights in or to any intellectual property material to any business of Vicarious Surgical;

•        fail to diligently prosecute the patent applications owned by Vicarious Surgical other than applications that are immaterial or that Vicarious Surgical, in the exercise of its good faith business judgment, has determined to abandon;

•        disclose, divulge, furnish to or make accessible to any third party who is not subject to an enforceable written agreement to maintain the confidentiality thereof, any trade secrets constituting the owned intellectual property of Vicarious Surgical or any trade secrets of any person to whom Vicarious Surgical has a confidentiality obligation;

•        subject any material software constituting owned intellectual property of Vicarious Surgical to copyleft terms;

•        (i) declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, capital stock or any other equity interests, as applicable, in Vicarious Surgical except pursuant to existing rights of first refusal or rights of first offer in favor of Vicarious Surgical existing as of the date of the Merger Agreement; (iii) grant, issue, transfer. sell or otherwise dispose, or authorize to issue sell, or otherwise dispose any membership interests, capital stock or any other equity interests (such as stock options, stock units, restricted stock or other contracts for the purchase or acquisition of such capital stock), as applicable, in Vicarious Surgical; (iv) declare, set aside or pay any dividend or make any other distribution; or (v) issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock or equity interests or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other Equity Interests or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock or other Equity Interests or ownership interests or any securities convertible into or exchangeable for shares of capital stock or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities;

•        amend its organizational documents, or form or establish any subsidiary;

•        (i) merge, consolidate or combine with any person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof;

•        sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of real or tangible assets or properties, other than any disposition of obsolete assets in the ordinary course of business consistent with past practice;

•        (i) issue or sell any debt securities or rights to acquire any debt securities of Vicarious Surgical or guarantee any debt securities of another person; (ii) make, incur, create or assume any loans, advances or capital contributions to, or investments in, or guarantee any indebtedness of, any person except for loans, advances or capital contributions pursuant to and in accordance with the terms of agreements or legal obligations existing as of the date of the Merger Agreement, in each case as set forth in the Vicarious Surgical Disclosure Letter; (iii) except in the ordinary course of business consistent with past practice, create any material liens on any material property or assets of Vicarious Surgical in connection with any indebtedness thereof (other than certain permitted liens); (iv) cancel or forgive any indebtedness owed to Vicarious Surgical; or (v) make, incur or commit to make or incur any material capital expenditures, other than in the ordinary course of business consistent with past practice;

•        release, assign, compromise, settle or agree to settle any legal proceeding material to Vicarious Surgical or its respective properties or assets;

•        (i) modify, terminate, cancel, or modify or amend in any material respect, any material contract; (ii) enter into any contract that would have been a Company Material Contract had it been entered into prior to the date of the Merger Agreement; (iii) waive, delay the exercise of, release or assign any material rights or claims under any Company Material Contract; or (iv) incur or enter into a contract requiring Vicarious Surgical to make any capital expenditures in excess of $250,000 in any twelve month period;

•        except as required by GAAP (or any interpretation thereof) or applicable legal requirements, make any change in accounting methods, principles or practices;

•        (i) make or change any material tax election; (ii) settle or compromise any material tax liability or claim or assessment for a material amount of taxes; (iii) change (or request to change) any method of accounting for tax purposes; (iv) file an amendment to any material tax return; (v) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material taxes may be issued (other than any extension pursuant to an extension to file any tax return); (vi) knowingly surrender any claim for a refund of taxes; (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar legal requirement) with any governmental entity; (viii) incur any liability for taxes other than in the ordinary course of business; or (ix) prepare any tax return in a manner inconsistent with past practice;

•        authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up of Vicarious Surgical;

•        enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners, stockholders or other affiliates, other than payments or distributions relating to obligations in respect of arms-length commercial transactions pursuant to the agreements set forth in the Vicarious Surgical Disclosure Letter existing on the date of the Merger Agreement;

•        form or commence the operation of any business or any corporation, partnership, joint venture, business association or other business organization or division thereof or engage in any material new line of business;

•        implement any employee layoffs, plant closings, or similar events that individually or in the aggregate would give rise to any obligations or liabilities on the part of Vicarious Surgical under the Worker Adjustment and Retraining Notification Act or any similar state or local “mass layoff” or “plant closing” legal requirement;

•        enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization; or

•        agree in writing or otherwise agree, commit or resolve to take any of the actions listed above.

statute of limitations in respect of a period within which an assessment or reassessment of material taxes may be issued (other than any extension pursuant to an extension to file any tax return); (vi) knowingly surrender any claim for a refund of taxes; (vii) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar legal requirement) with any governmental entity; (viii) incur any liability for taxes other than in the ordinary course of business; or (ix) prepare any tax return in a manner inconsistent with past practice;