PRELIMINARY — SUBJECT TO COMPLETION, DATED JULY 15, 2021

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

D8 HOLDINGS CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR 110,769,991 SHARES OF CLASS A COMMON STOCK,
19,726,836 SHARES OF CLASS B COMMON STOCK AND 26,150,000 WARRANTS
TO PURCHASE SHARES OF CLASS A COMMON STOCK OF

D8 HOLDINGS CORP.

(TO BE RENAMED “VICARIOUS SURGICAL INC.” FOLLOWING DOMESTICATION IN THE STATE OF DELAWARE AND IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN)

The board of directors of D8 Holdings Corp., a Cayman Islands exempted company (“D8”), has unanimously approved (1) the merger (the “Merger”) of Snowball Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of D8 (“Merger Sub”), and Vicarious Surgical Inc., a Delaware corporation (“Vicarious Surgical”), pursuant to which, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), 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 pursuant to the terms of the Agreement and Plan of Merger, dated as of April 15, 2021, by and among D8, Merger Sub, Vicarious Surgical and Adam Sachs, an individual, in his capacity as the stockholder representative (the “Stockholder Representative”), attached to this proxy statement/prospectus as Annex A (as it may be amended and/or restated from time to time, the “Merger Agreement”), as more fully described elsewhere in this proxy statement/prospectus; (2) the domestication of D8 as a Delaware corporation in accordance with the Delaware General Corporation Law (“DGCL”), the Cayman Islands Companies Act (As Revised) (the “Companies Act”) and the amended and restated memorandum and articles of association of D8 (as may be amended from time to time, the “Cayman Constitutional Documents”), in which D8 will migrate to and domesticate as a Delaware corporation in accordance with Section 206 of the Companies Act and Section 388 of the DGCL (the “Domestication”) and (3) the other transactions contemplated by the Merger Agreement and documents related thereto (such transactions, together with the Merger and the Domestication, the “Proposed Transaction”). In connection with the Proposed Transaction, D8 will be renamed “Vicarious Surgical Inc.” (“New Vicarious Surgical”), and Vicarious Surgical will be renamed “VS, Inc.”.

In connection with the Domestication, (a) each of the then issued and outstanding Class B ordinary shares of D8, par value $0.0001 per share (each, a “D8 Class B Ordinary Share”), will convert automatically, on a one-for-one basis, into a Class A ordinary share of D8, par value $0.0001 per share (each, a “D8 Class A Ordinary Share” and together with the D8 Class B Ordinary Shares, the “D8 Ordinary Shares”); (ii) immediately following the conversion described in clause (i), each of the then issued and outstanding D8 Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of New Vicarious Surgical (the “New Vicarious Surgical Class A Stock”), each of which will carry voting rights of one vote per share; (iii) each of the then issued and outstanding warrants to purchase one D8 Class A Ordinary Share (each, a “D8 Warrant”) will automatically become a warrant to acquire one share of New Vicarious Surgical Class A Stock (each, a “New Vicarious Surgical Warrant”) pursuant to the related warrant agreement; and (iv) each of the then issued and outstanding units of D8 (the “D8 Units”) shall be separated into its component parts, consisting of one share of New Vicarious Surgical Class A Stock and one-half of one New Vicarious Surgical Warrant.

Concurrently with the Domestication and subject to satisfaction or waiver of the conditions set forth in the Merger Agreement, D8 will implement a revised dual class structure with shares of New Vicarious Surgical Class A Stock and shares of Class B common stock of New Vicarious Surgical, par value $0.0001, with the same terms as New Vicarious Surgical Class A Stock, but carrying increased voting rights in the form of 20 votes per share (the “New Vicarious Surgical Class B Stock”).

Under the Merger Agreement, D8 has agreed to acquire all of the outstanding equity interests of Vicarious Surgical for approximately $1.0 billion in aggregate consideration. The stock consideration to be issued to the then current holders of stock in Vicarious Surgical will be in the form of New Vicarious Surgical Class A Stock, except for Adam Sachs, Barry Greene and Sammy Khalifa (collectively, the “Vicarious Surgical Founders”), each of whom will be issued New Vicarious Surgical Class B Stock. Additionally, each option to purchase shares of Vicarious capital stock (each, a

“Vicarious Surgical Option”) that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Vicarious Surgical and will be converted into an option to acquire New Vicarious Surgical Class A Stock (each, a “New Vicarious Surgical Option”) with the same terms and conditions as applied to the Vicarious Surgical Option immediately prior to the effective time of the Business Combination (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 Vicarious Surgical Option immediately prior to the Effective Time by a ratio determined by, with respect to each share (calculated separately for each separate class) of Vicarious Surgical capital stock, such portion of the merger consideration such share would be entitled to receive if the merger consideration was distributed to all Vicarious Surgical stockholders in accordance with the distribution and liquidation mechanics in Vicarious Surgical’s organizational documents (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. Furthermore, each warrant to purchase shares of Vicarious Surgical capital stock (a “Vicarious Surgical Warrant”) 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 (each, a “New Vicarious Surgical Warrant”); 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 Vicarious Surgical 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.

The total maximum number of shares of New Vicarious Surgical Common Stock expected to be outstanding immediately following the Closing is approximately 141,996,827 shares, assuming no redemptions, consisting of 122,269,991 shares of New Vicarious Surgical Class A Stock and 19,726,836 shares of New Vicarious Surgical Class B Stock. The New Vicarious Surgical Class A Stock is comprised of: (i) 67,644,991 shares of New Vicarious Surgical Class A Stock issued to Vicarious Surgical stockholders (other than the Vicarious Surgical Founders, who will be issued New Vicarious Surgical Class B Stock) in the Merger, (ii) 11,500,000 shares of New Vicarious Surgical Class A Stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Investment, (iii) 8,625,000 shares of New Vicarious Surgical Class A Stock issued to the initial shareholders (which includes the Sponsor, Michael Kives, Fred Langhammer, Terry Lundgren and Robert Kirby, the “Initial Shareholders”); and (iv) 34,500,000 shares of New Vicarious Surgical Class A Stock held by public stockholders holding shares of New Vicarious Surgical Class A Stock outstanding at the Effective Time. The total number of shares of New Vicarious Surgical Class B Stock expected to be issued to the Vicarious Surgical Founders at the Closing is approximately 19,726,836 shares. In addition, New Vicarious Surgical will assume unexercised and/or unvested options and warrants to purchase approximately 12,311,767 shares of New Vicarious Surgical Class A Stock that are held by Vicarious Surgical securityholders at the Effective Time.

Vicarious Surgical stockholders are expected to hold, in the aggregate, approximately 61.5% of the issued and outstanding shares of New Vicarious Surgical Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Vicarious Surgical Class A Stock are exercised, approximately 55.2% of the New Vicarious Surgical Common Stock on a fully-diluted basis (excluding unallocated options), approximately 89.4% 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 85.5% of the voting power of New Vicarious Surgical on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. D8’s sponsors and its affiliates are expected to hold, in the aggregate, approximately 6.1% of the issued and outstanding shares of New Vicarious Surgical Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Vicarious Surgical Class A Stock are exercised, approximately 9.7% of the New Vicarious Surgical Common Stock on a fully-diluted basis (excluding unallocated options), approximately 1.7% 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 3.2% of the voting power of New Vicarious Surgical on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. D8’s current public security holders are expected to hold, in the aggregate, approximately 24.3% of the issued and outstanding shares of New Vicarious Surgical Common Stock

immediately following the Closing, assuming no options or warrants to purchase shares of New Vicarious Surgical Class A Stock are exercised, approximately 28.7% of the New Vicarious Surgical Common Stock on a fully-diluted basis (excluding unallocated options), approximately 6.7% 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 9.3% of the voting power of New Vicarious Surgical on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. 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 D8 Units, D8 Class A Ordinary Shares and D8 Warrants are currently listed on NYSE under the symbols “DEH.U,” “DEH” and “DEH WS,” respectively. Pursuant to the terms of the Merger Agreement, as a closing condition, D8 is required to cause the New Vicarious Surgical Class A Stock to be issued in connection with the Business Combination and the PIPE Investment (as defined herein) to be approved for listing on the NYSE as of the Closing and after the Closing, New Vicarious Surgical will use commercially reasonable efforts to continue the listing for trading of the New Vicarious Surgical Class A Stock and public warrants on the NYSE. New Vicarious Surgical will not have publicly traded units following the Closing.

D8 will hold an extraordinary general meeting of its shareholders (the “extraordinary general meeting”) to consider matters relating to the Business Combination at [•], Eastern Time, on [•], 2021. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You or your proxyholder will also be able to attend and vote at the extraordinary general meeting online by visiting [•] and using a control number assigned by Continental Stock Transfer & Trust Company (the “Transfer Agent”). To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

If you have any questions or need assistance voting your shares in D8, please contact 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. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at https://[•].

This proxy statement/prospectus provides shareholders of D8 with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of D8. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 49 of this proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE PROPOSED TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

D8 Holdings Corp. A Cayman Islands Exempted Company

(Company Number 362527)

Unit 1008, 10/F, Champion Tower
3 Garden Road
Central, Hong Kong

Dear D8 Holdings Corp. Shareholders:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of D8 Holdings Corp., a Cayman Islands exempted company (“D8” and, after the Domestication, as described below, “New Vicarious Surgical”), to be held virtually at [•], Eastern Time, on [•], 2021. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, D8 has determined that the extraordinary general meeting will be a virtual meeting conducted via live webcast at [•] in order to facilitate shareholder attendance and participation while safeguarding the health and safety of our shareholders, directors and management team. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of D8 (as may be amended from time to time, the “Cayman Constitutional Documents”), the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You or your proxyholder will also be able to attend and vote at the extraordinary general meeting online by visiting https://[•] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

At the extraordinary general meeting, D8 shareholders will be asked to consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of April 15, 2021 (as the same may be amended, the “Merger Agreement”), by and among D8, Snowball Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of D8 (“Merger Sub”), Vicarious Surgical Inc., a Delaware corporation (“Vicarious Surgical”) and Adam Sachs, an individual, in his capacity as the Stockholder Representative thereunder (in such capacity, the “Stockholder Representative”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A (the “Business Combination Proposal”). The Merger Agreement provides for, among other things, following the Domestication of D8 to Delaware as described below, the merger of Merger Sub with and into Vicarious Surgical (the “Merger” and, together with the other agreements and transactions contemplated by the Merger Agreement, the “Proposed Transaction”), with Vicarious Surgical surviving the Merger in accordance with the terms and subject to the conditions of the Merger Agreement as more fully described elsewhere in the accompanying proxy statement/prospectus.

As a condition to the consummation of the Merger, the board of directors of D8 (the “D8 Board”) has unanimously approved a change of D8’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). As described in the accompanying proxy statement/prospectus, you will be asked to consider and vote upon a proposal to approve the Domestication (the “Domestication Proposal”). In connection with the consummation of the Proposed Transaction, D8 will change its name to “Vicarious Surgical Inc.”.

In connection with the Domestication, (a) each of the then issued and outstanding Class B ordinary shares of D8, par value $0.0001 per share (each, a “D8 Class B Ordinary Share”), will convert automatically, on a one-for-one basis, into a Class A ordinary share of D8, par value $0.0001 per share (each, a “D8 Class A Ordinary Share” and together with the D8 Class B Ordinary Shares, the “D8 Ordinary Shares”); (ii) immediately following the conversion described in clause (i), each of the then issued and outstanding D8 Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of New Vicarious Surgical (the “New Vicarious Surgical Class A Stock”), each of which will carry voting rights of one vote per share; (iii) each of the then issued and outstanding warrants to purchase one D8 Class A Ordinary Share (each, a “D8 Warrant”) will automatically become a warrant to acquire one share of New Vicarious Surgical Class A Stock (each, a “New Vicarious Surgical Warrant”) pursuant to the related warrant agreement; and (iv) each of the then issued and outstanding units of D8 (the “Cayman Company Units”) shall be separated into its component parts, consisting of one share of New Vicarious Surgical Class A Stock and one-half of one New Vicarious Surgical Warrant.

Concurrently with the Domestication and subject to satisfaction or waiver of the conditions set forth in the Merger Agreement, D8 will implement a revised dual class structure with shares of New Vicarious Surgical Class A Stock and shares of New Vicarious Surgical Class B common stock, par value $0.0001, with the same terms as New Vicarious Surgical Class A Stock, but carrying increased voting rights in the form of 20 votes per share (the “New Vicarious Surgical Class B Stock”).

In addition to the Business Combination Proposal and the Domestication Proposal, you will also be asked to consider and vote upon: (1) a proposal to approve by ordinary resolution the issuance of New Vicarious Surgical Class A Shares to (a) the PIPE Investors pursuant to the PIPE Investment (each as defined in the accompanying proxy statement/prospectus) and (b) the Vicarious Surgical Stockholders (defined below) pursuant to the Merger Agreement (the “Stock Issuance Proposal”); (2) a proposal to approve by special resolution the proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed new By-Laws (the “Proposed By-Laws”) of New Vicarious Surgical (the “Organizational Documents Proposal”); (3) twelve separate proposals to approve on an advisory non-binding basis by special resolution material differences between the Cayman Constitutional Documents and the Proposed Certificate of Incorporation and the Proposed By-Laws (collectively, the “Advisory Organizational Documents Proposals”); (4) a proposal to approve by ordinary resolution and adopt the New Vicarious Surgical Equity Incentive Plan (the “New Vicarious Surgical Equity Incentive Plan Proposal”); (5) a proposal to approve by ordinary resolution the election of the members of the board of directors of New Vicarious Surgical following Closing (the “Director Election Proposal”); and (6) a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Shareholder Adjournment Proposal”). The Proposed Transaction will be consummated only if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal, the New Vicarious Surgical Equity Incentive Plan Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposals and the Shareholder Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.

Under the Merger Agreement, D8 has agreed to acquire all of the outstanding equity interests of Vicarious Surgical for approximately $1.0 billion in aggregate consideration. The stock consideration to be issued to the then current holders of stock in Vicarious Surgical will be in the form of New Vicarious Surgical Class A Stock, except for Adam Sachs, Barry Greene and Sammy Khalifa (collectively, the “Vicarious Surgical Founders”), each of whom will be issued New Vicarious Surgical Class B Stock. Additionally, each option to purchase shares of Vicarious Surgical capital stock (each, a “Vicarious Surgical Option”) that is outstanding and unexercised, whether or not then vested or exercisable, will be assumed by New Vicarious Surgical and will be converted into an option to acquire New Vicarious Surgical Class A Stock (each, a “New Vicarious Surgical Option”) with the same terms and conditions as applied to the Vicarious Surgical Option immediately prior to the effective time of the Business Combination (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 Vicarious Surgical Option immediately prior to the Effective Time by a ratio determined by, with respect to each share (calculated separately for each separate class) of Vicarious Surgical capital stock, such portion of the merger consideration such share would be entitled to receive if the merger consideration was distributed to all Vicarious Surgical stockholders in accordance with the distribution and liquidation mechanics in Vicarious Surgical’s organizational documents (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. Furthermore, each warrant to purchase shares of Vicarious Surgical capital stock (a “Vicarious Surgical Warrant”) 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 (each, a “New Vicarious Surgical Warrant”); 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 Vicarious Surgical 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.

The total maximum number of shares of New Vicarious Surgical Common Stock expected to be outstanding immediately following the Closing is approximately 141,996,827 shares, assuming no redemptions, consisting of 122,269,991 shares of New Vicarious Surgical Class A Stock and 19,726,836 shares of New Vicarious Surgical Class B Stock. The New Vicarious Surgical Class A Stock is comprised of: (i) 67,644,991 shares of New Vicarious Surgical Class A Stock issued to Vicarious Surgical stockholders (other than the Vicarious Surgical Founders, who will be issued New Vicarious Surgical Class B Stock) in the Merger, (ii) 11,500,000 shares of New Vicarious Surgical Class A Stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Investment, (iii) 8,625,000 shares of New Vicarious Surgical Class A Stock issued to the initial shareholders (which includes the Sponsor, Michael Kives, Fred Langhammer, Terry Lundgren and Robert Kirby, the “Initial Shareholders”); and (iv) 34,500,000 shares of New Vicarious Surgical Class A Stock held by public stockholders holding shares of New Vicarious Surgical Class A Stock outstanding at the Effective Time. The total number of shares of New Vicarious Surgical Class B Stock expected to be issued to the Vicarious Surgical Founders at the Closing is approximately 19,726,836 shares. In addition, New Vicarious Surgical will assume unexercised and/or unvested options and warrants to purchase approximately 12,311,767 shares of New Vicarious Surgical Class A Stock that are held by Vicarious Surgical securityholders at the Effective Time.

Vicarious Surgical stockholders are expected to hold, in the aggregate, approximately 61.5% of the issued and outstanding shares of New Vicarious Surgical Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Vicarious Surgical Class A Stock are exercised, approximately 55.2% of the New Vicarious Surgical Common Stock on a fully-diluted basis (excluding unallocated options), approximately 89.4% 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 85.5% of the voting power of New Vicarious Surgical on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. D8’s sponsors and its affiliates are expected to hold, in the aggregate, approximately 6.1% of the issued and outstanding shares of New Vicarious Surgical Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Vicarious Surgical Class A Stock are exercised, approximately 9.7% of the New Vicarious Surgical Common Stock on a fully-diluted basis (excluding unallocated options), approximately 1.7% 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 3.2% of the voting power of New Vicarious Surgical on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. D8’s current public security holders are expected to hold, in the aggregate, approximately 24.3% of the issued and outstanding shares of New Vicarious Surgical Common Stock immediately following the Closing, assuming no options or warrants to purchase shares of New Vicarious Surgical Class A Stock are exercised, approximately 28.7% of the New Vicarious Surgical Common Stock on a fully-diluted basis (excluding unallocated options), approximately 6.7% 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 9.3% of the voting power of New Vicarious Surgical on a fully-diluted basis (excluding unallocated options), in each case assuming no redemptions. 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.

On April 15, 2021, concurrently with the execution of the Merger Agreement, D8 entered into subscription agreements (the “Subscription Agreements”) with certain investors (collectively, the “PIPE Investors”, which include certain existing equity holders of D8 and Vicarious Surgical), pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 11,500,000 D8 Class A Ordinary Shares for an aggregate purchase price equal to $115,000,000 (the “PIPE Investment”). The PIPE Investment will be consummated following the Domestication but immediately prior to the Closing.

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined in the accompanying proxy statement/prospectus) (a “Public Shareholder”), which excludes shares held by D8 Sponsor LLC (the “Sponsor”),

may request that D8 redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Proposed Transaction is consummated. Holders of D8 Units must elect to separate the D8 Units into the underlying Public Shares and D8 Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their D8 Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the D8 Units into the underlying Public Shares and D8 Warrants, or if a holder holds D8 Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so. Public Shareholders may elect to redeem their Public Shares even if they vote “for” the Business Combination Proposal or any other proposal. If the Proposed Transaction 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 right 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 Continental Stock Transfer & Trust Company, D8’s 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 established at the consummation of D8’s IPO (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 shares of New Vicarious Surgical Class A Stock that will be redeemed immediately after consummation of the Proposed Transaction. See “Extraordinary General Meeting of D8 — Redemption Rights” beginning on page 107 of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

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 Securities Exchange Act of 1934, as amended (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 Sponsor, the Initial Shareholders, each other director and each other officer of D8 (collectively, the “Insiders”) have agreed to, among other things, vote in favor of the Proposed Transaction, and to 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 them will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Insiders own 20% of the issued and outstanding D8 Ordinary Shares.

The Merger Agreement provides that the obligations of Vicarious Surgical to consummate the Merger are conditioned on, among other things, that as of the Closing, the aggregate amount of cash available following the extraordinary general meeting of D8 shareholders (the “Available Cash”) from (a) the Trust Account, after deducting the amount required to satisfy redemptions of D8 Class A Ordinary Shares, if any (but prior to payment of (i) deferred underwriting commissions and (ii) transaction expenses of D8 or its affiliates), (b) outside of the Trust Account, and (c) the gross proceeds of the PIPE Investment, is at least $125,000,000 (the “Available Cash Condition”). If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could be terminated and the Proposed Transaction may not be consummated.

In addition to the Available Cash Condition, the Merger Agreement is subject to the satisfaction or waiver of the following other customary closing conditions: (a) approval of the Proposed Transaction and related agreements and transactions by the respective shareholders of D8 and shareholders of Vicarious Surgical (including approval of the Condition Precedent Proposals by the shareholders of D8); (b) effectiveness of the registration statement on Form S-4 filed by D8 in connection with the Domestication; (c) all specified authorizations, consents, orders, regulatory approvals, non-objections, declarations, filings or waiting periods having been made, received or expired; (d) delivery of closing deliverables and documentation; (e) absence of a material adverse effect in respect of Vicarious Surgical, D8 and Merger Sub; (f) accuracy of the applicable representations, warranties and covenants, each to an applicable standard; (g) the New Vicarious Surgical Class A Shares and New Vicarious Surgical Warrants having been listed on a national stock exchange and being eligible for continued listing on a national stock exchange immediately following the closing; (h) the PIPE Investment having been completed; (i) the Domestication having been completed; (j) the existing members of the D8 Board having resigned as of the closing and the post-closing directors having been appointed to serve on the

board of directors of New Vicarious Surgical effective as of the closing; (k) the existing officers of D8 having resigned as of the closing and the post-closing officers having been appointed to serve effective as of the Closing; and (l) the absence of any injunctions or restraints in respect of consummation of the Proposed Transaction.

The D8 Units, D8 Class A Ordinary Shares and D8 Warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols “DEH.U,” “DEH” and “DEH WS,” respectively. Pursuant to the terms of the Merger Agreement, as a closing condition, D8 is required to cause the New Vicarious Surgical Class A Shares to be issued in connection with the Proposed Transaction and the PIPE Investment (as defined herein) and New Vicarious Surgical Warrants to be approved for listing on the NYSE as of the Closing under the proposed symbols “RBOT” and “RBOT WS”, respectively. New Vicarious Surgical will not have publicly traded units nor will the Vicarious Surgical common stock or the New Vicarious Surgical Class B Shares be publicly traded.

D8 is providing the accompanying proxy statement/prospectus and accompanying proxy card to D8’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Proposed Transaction and other related business to be considered by D8’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the extraordinary general meeting, all of D8’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 49 of this proxy statement/prospectus.

After careful consideration, the D8 Board has unanimously approved the Proposed Transaction and unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Proposed Transaction, and “FOR” all other proposals presented to D8’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the D8 Board, you should keep in mind that D8’s directors and officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. 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 the accompanying proxy statement/prospectus for a further discussion of these considerations.

The approval of each of the Domestication Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals requires a special resolution, 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 an extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the New Vicarious Surgical Equity Incentive Plan Proposal, the Director Election Proposal and the Shareholder Adjournment Proposal requires an ordinary resolution, 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 an extraordinary general meeting, vote at the extraordinary general meeting. Although the Cayman Constitutional Documents indicate that, prior to the Closing, holders of D8 Class A Ordinary Shares will 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. 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.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposals and the Shareholder Adjournment Proposal, are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law. However, for purposes of NYSE rules, an abstention will be counted as a vote “against” Proposal No. 3 (The Stock Issuance Proposal) and Proposal No. 6 (The New Vicarious Surgical Equity Incentive Plan Proposal). If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO D8’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the D8 Board, I would like to thank you for your support and look forward to the successful completion of the Proposed Transaction.

Sincerely,

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [•], 2021 and is first being mailed to shareholders on or about [•], 2021.

D8 Holdings Corp. A Cayman Islands Exempted Company

(Company Number 362527)

Unit 1008, 10/F, Champion Tower
3 Garden Road
Central, Hong Kong
+852 3973 5500

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [•], 2021

TO THE SHAREHOLDERS OF D8 HOLDINGS CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “extraordinary general meeting”) of D8 Holdings Corp., a Cayman Islands exempted company (“D8”), will be held virtually at [•] a.m. Eastern Time, on [•], 2021. In light of ongoing developments related to the novel coronavirus (“COVID-19”), after careful consideration, D8 has determined that the extraordinary general meeting will be a virtual meeting conducted via live webcast at [•] in order to facilitate shareholder attendance and participation while safeguarding the health and safety of our shareholders, directors and management team. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of D8 (as may be amended from time to time, the “Cayman Constitutional Documents”), the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You are cordially invited to attend the extraordinary general meeting, which will be held for the following purposes:

(1)    Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution and adopt the Agreement and Plan of Merger, dated as of April 15, 2021 (as the same may be amended, the “Merger Agreement”), by and among D8, Snowball Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of D8 (“Merger Sub”), Vicarious Surgical Inc., a Delaware corporation (“Vicarious Surgical”) and Adam Sachs, an individual, in his capacity as the Stockholder Representative thereunder (in such capacity, the “Stockholder Representative”), and the transactions contemplated by the Merger Agreement, including the issuance of the merger consideration thereunder (collectively, the “Proposed Transaction”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Vicarious Surgical (the “Merger”), with Vicarious Surgical continuing as the surviving entity of the Merger and becoming a subsidiary of New Vicarious Surgical as described in more detail in the attached proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. The full text of the resolution to be considered and if thought fit, passed and approved if as follows:

“RESOLVED, as an ordinary resolution, that D8’s entry into the Agreement and Plan of Merger, dated as of April 15, 2021 (as the same may be amended, the “Merger Agreement”), by and among D8, Snowball Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of D8 (“Merger Sub”), Vicarious Surgical Inc., a Delaware corporation (“Vicarious Surgical”) and Adam Sachs, an individual, in his capacity as the Stockholder Representative thereunder (a copy of which is attached to the proxy statement/prospectus as Annex A), pursuant to which, among other things, following the Domestication of D8 to Delaware as described below, the merger of Merger Sub with and into Vicarious Surgical (the “Merger”), with Vicarious Surgical surviving the Merger, in accordance with the terms and subject to the conditions of the Merger Agreement, to be approved, ratified and confirmed in all respects.”

(2)    Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve by way of special resolution, to change the corporate structure and domicile of D8 by way of continuation from an exempted company incorporated in accordance with the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the “Domestication”). The Domestication will be effected immediately prior to the Business Combination by D8 filing a certificate of corporate domestication and the proposed new certificate of incorporation of New Vicarious Surgical (the “Proposed Certificate of Incorporation”) with the Delaware Secretary of State and filing an application to de-register with the Registrar of Companies of the Cayman Islands. Upon the effectiveness of the Domestication, D8 will become a Delaware corporation and will change its corporate name to “Vicarious Surgical Inc.” (D8 following the

Domestication and the Business Combination, “New Vicarious Surgical”) and all outstanding securities of D8 will convert to outstanding securities of New Vicarious Surgical, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.” The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that D8 be de-registered in the Cayman Islands pursuant to Article 49 of the Amended and Restated Articles of Association of D8 (as amended) and be registered by way of continuation as a corporation in the State of Delaware and conditional upon, and with effect from, the registration of New Vicarious Surgical in the State of Delaware as a corporation with the laws of the State of Delaware, the name of New Vicarious Surgical be changed to “Vicarious Surgical Inc.”

(3)    Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution for purposes of complying with the applicable provisions of NYSE Listing Rules 312.03(c) and (d), the issuance of New Vicarious Surgical Class A Shares to (i) the PIPE Investors pursuant to the PIPE Investment (each as defined in the accompanying proxy statement/prospectus) and (ii) the Vicarious Surgical Stockholders pursuant to the Merger Agreement (the “Stock Issuance Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable provisions of NYSE’s Listed Company Manual Section 312.03, the issuance of shares of New Vicarious Surgical Common Stock pursuant to the Merger Agreement and the PIPE Investment, including to Vicarious Surgical Stockholders and the PIPE Investors, be approved in all respects.”

(4)    Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve by way of special resolution the Proposed Certificate of Incorporation and the proposed new by-laws (“Proposed By-Laws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New Vicarious Surgical (a corporation incorporated in the State of Delaware, and the filing with and acceptance by the Secretary of State of Delaware of the certificate of corporate domestication in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”)), which will be renamed “Vicarious Surgical Inc.” in connection with the Business Combination (the “Organizational Documents Proposal”). The form of each of the Proposed Certificate of Incorporation and the Proposed By-Laws is attached to the accompanying proxy statement/prospectus as Annex B-1 and Annex B-2, respectively. The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Certificate of Incorporation and Proposed By-Laws (copies of which are attached to the proxy statement/prospectus as Annex B-1 and Annex B-2, respectively), with such principal changes as described in the Advisory Organizational Documents Proposals A through L.”

(5)    Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following 12 separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory non-binding basis by way of special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

(A)    Advisory Organizational Documents Proposal 5A (Authorized Shares) — to authorize the change in the authorized capital stock of D8 from 200,000,000 D8 Class A Ordinary Shares, par value $0.0001 per share (the “D8 Class A Ordinary Shares”), 20,000,000 D8 Class B Ordinary Shares, par value $0.0001 per share (the “D8 Class B Ordinary Shares” and, together with the D8 Class A Ordinary Shares, the “D8 Ordinary Shares”), and 1,000,000 preference shares, par value $0.0001 per share (the “Preference Shares”), to 300,000,000 shares of Class A common stock, par value $0.0001 per share of New Vicarious Surgical (the “New Vicarious Surgical Class A Stock”), and 22,000,000 shares of Class B common stock, par value $0.0001 per share of New Vicarious Surgical (the “New Vicarious Surgical Class B Stock”, together with the New Vicarious Surgical Class A Stock, the “New Vicarious Surgical Common Stock”) and 1,000,000 shares of preferred stock,

par value $0.0001 per share, of New Vicarious Surgical (the “New Vicarious Surgical Preferred Stock”) (“Advisory Organizational Documents Proposal 5A”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the authorized capital stock of D8 be changed from 200,000,000 D8 Class A Ordinary Shares, par value $0.0001 per share, 20,000,000 D8 Class B Ordinary Shares, par value $0.0001 per share, and 1,000,000 Preference Shares, par value $0.0001 per share, to 300,000,000 shares of New Vicarious Surgical Class A Stock, par value $0.0001 per share, and 22,000,000 shares of New Vicarious Surgical Class B Stock, par value $0.0001 per share, and 1,000,000 shares of New Vicarious Surgical Preferred Stock, par value $0.0001 per share, as described in Advisory Organizational Documents Proposal 5A.”

(B)    Advisory Organizational Documents Proposal 5B (Dual Class Common Stock Structure) — to authorize a dual class common stock structure pursuant to which holders of New Vicarious Surgical Class A Stock will be entitled to one vote per share and holders of New Vicarious Surgical Class B Stock will be entitled to twenty votes per share on each matter properly submitted to New Vicarious Surgical’s stockholders entitled to vote (“Advisory Organizational Documents Proposal 5B”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the provisions providing that holders of New Vicarious Surgical Class A Stock will be entitled to one vote per share and holders of New Vicarious Surgical Class B Stock will be entitled to twenty votes per share on each matter properly submitted to New Vicarious Surgical’s stockholders entitled to vote, as described in Advisory Organizational Documents Proposal 5B, be approved.”

(C)    Advisory Organizational Documents Proposal 5C (Sunset Provision for New Vicarious Surgical Class B Stock) — to approve a provision providing that each outstanding share of New Vicarious Surgical Class B Stock shall automatically convert into one share of New Vicarious Surgical Class A Stock upon the first date on which the Vicarious Surgical Founders and Qualified Stockholders (each as defined in the Organizational Documents) collectively cease to beneficially own at least 20% of the number of shares of New Vicarious Surgical Class B Stock collectively held by the Vicarious Surgical Founders and their Permitted Transferees (as defined in the Organizational Documents) as of the Effective Date, and that upon the date that a Vicarious Surgical Founder ceases to provide service to New Vicarious Surgical each share of New Vicarious Surgical Class B Stock held by such Vicarious Surgical Founder or such Vicarious Surgical Founder’s Permitted Transferees shall automatically convert into one share of New Vicarious Surgical Class A Stock (“Advisory Organizational Documents Proposal 5C”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the provision providing that each outstanding share of New Vicarious Surgical Class B Stock shall automatically convert into one share of New Vicarious Surgical Class A Stock upon the first date on which the Vicarious Surgical Founders and Qualified Stockholders collectively cease to beneficially own at least 20% of the number of shares of New Vicarious Surgical Class B Stock collectively held by the Vicarious Surgical Founders and their Permitted Transferees as of the Effective Date, and that upon the date that a Vicarious Surgical Founder ceases to provide service to New Vicarious Surgical each share of New Vicarious Surgical Class B Stock held by such Vicarious Surgical Founder or such Vicarious Surgical Founder’s Permitted Transferees shall automatically convert into one share of New Vicarious Surgical Class A Stock, as described in Advisory Organizational Documents Proposal 5C, be approved.”

(D)    Advisory Organizational Documents Proposal 5D (Declassification of New Vicarious Surgical Board) — to authorize a declassified board of directors whereby each member of the board of directors of New Vicarious Surgical will be elected at each annual meeting of stockholders (or special meeting in lieu thereof), (“Advisory Organizational Documents Proposal 5D”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that each member of the board of directors of New Vicarious Surgical be elected at each annual meeting of stockholders (or special meeting in lieu thereof), as described in Advisory Organizational Documents Proposal 5D.”

(E)    Advisory Organizational Documents Proposal 5E (Exclusive Forum Provision) — to authorize adopting Delaware as the exclusive forum for certain stockholder litigation and to authorize adopting the federal district courts of the United States of America as the exclusive forum for resolving complaints asserting a cause of action under the Securities Act of 1933, as amended (“Advisory Organizational Documents Proposal 5E”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that (a) Delaware be adopted as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America be adopted as the exclusive forum for asserting a cause under the Securities Act of 1933, as amended, as described in Advisory Organizational Documents Proposal 5E.”

(F)   Advisory Organizational Documents Proposal 5F (Required Vote to Amend Charter) — to approve provisions providing that the affirmative vote of at least 662/3% of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, will be required for stockholders to amend, alter, repeal or rescind all or any portion of Article 4(B), Article 5, Article 6, Article 7 or Article 9 of the Proposed Certificate of Incorporation; provided that, for so long as there are shares of New Vicarious Surgical Class B Stock outstanding, New Vicarious Surgical may not, without the prior affirmative vote of the holders of 662/3% of the New Vicarious Surgical Class B Stock then outstanding in addition to any other vote required by applicable law or the Proposed Certificate of Incorporation, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of the Proposed Certificate of Incorporation (1) in a manner that is inconsistent with, or that otherwise alters or changes, any of the voting, conversion, dividend or liquidation provisions of the shares of New Vicarious Surgical Class B Stock or other rights, powers, preferences or privileges thereof; (2) to provide for each share of New Vicarious Surgical Class A Stock to have more than one vote per share or any rights to a separate class vote of the holders of shares of New Vicarious Surgical Class A Stock other than as provided by the Proposed Certificate of Incorporation or required by the DGCL; or (3) to otherwise adversely impact or affect the rights, powers, preferences or privileges of the shares of New Vicarious Surgical Class B Stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of New Vicarious Surgical Class A Stock, provided further, so long as any shares of New Vicarious Surgical Class A Stock remain outstanding, New Vicarious Surgical may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of New Vicarious Surgical Class A Stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Certificate of Incorporation, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of the Proposed Certificate of Incorporation (1) in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of New Vicarious Surgical Class A Stock so as to affect them adversely; or (2) to provide for each share of New Vicarious Surgical Class B Stock to have more than twenty votes per share or any rights to a separate class vote of the holders of shares of New Vicarious Surgical Class B Stock other than as provided by the Proposed Certificate of Incorporation or required by the DGCL (“Advisory Organizational Documents Proposal 5F”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the provisions providing that the affirmative vote of at least 662/3% of the voting power of all the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, will be required for stockholders to amend, alter, repeal or rescind all or any portion of Article 4(B), Article 5, Article 6, Article 7 or Article 9 of the Proposed Certificate of Incorporation; provided that, for so long as there are shares of New Vicarious Surgical Class B Stock outstanding, New Vicarious Surgical may not, without the prior affirmative vote of the holders of 662/3% of the New Vicarious Surgical Class B Stock then outstanding in addition to any other vote required by applicable law or the Proposed Certificate of Incorporation, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision

of the Proposed Certificate of Incorporation (1) in a manner that is inconsistent with, or that otherwise alters or changes, any of the voting, conversion, dividend or liquidation provisions of the shares of New Vicarious Surgical Class B Stock or other rights, powers, preferences or privileges thereof; (2) to provide for each share of New Vicarious Surgical Class A Stock to have more than one vote per share or any rights to a separate class vote of the holders of shares of New Vicarious Surgical Class A Stock other than as provided by the Proposed Certificate of Incorporation or required by the DGCL; or (3) to otherwise adversely impact or affect the rights, powers, preferences or privileges of the shares of New Vicarious Surgical Class B Stock in a manner that is disparate from the manner in which it affects the rights, powers, preferences or privileges of the shares of New Vicarious Surgical Class A Stock, provided further, so long as any shares of New Vicarious Surgical Class A Stock remain outstanding, New Vicarious Surgical may not, without the prior affirmative vote of the holders of a majority of the outstanding shares of New Vicarious Surgical Class A Stock, voting as a separate class, in addition to any other vote required by applicable law or the Proposed Certificate of Incorporation, directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise amend, alter, change, repeal or adopt any provision of the Proposed Certificate of Incorporation (1) in a manner that is inconsistent with, or that otherwise alters or changes the powers, preferences, or special rights of the shares of New Vicarious Surgical Class A Stock so as to affect them adversely; or (2) to provide for each share of New Vicarious Surgical Class B Stock to have more than twenty votes per share or any rights to a separate class vote of the holders of shares of New Vicarious Surgical Class B Stock other than as provided by the Proposed Certificate of Incorporation or required by the DGCL, as described in Advisory Organizational Documents Proposal 5F, be approved.”

(G)   Advisory Organizational Documents Proposal 5G (Removal of Directors) — to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least 662/3% of the outstanding shares entitled to vote at an election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 5G”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least 662/3% of the outstanding shares entitled to vote at an election of directors, voting together as a single class, as described in Advisory Organizational Documents Proposal 5G, be approved.”

(H)   Advisory Organizational Documents Proposal 5H (Required Vote to Amend Bylaws) — to approve provisions providing that the affirmative vote of at least 66 2/3% of the voting power of all the then outstanding shares of capital stock entitled to vote at an election of directors, voting as a single class, will be required for stockholders to alter, amend or repeal, in whole or in part, any provision of the Proposed Bylaws or to adopt any provision inconsistent therewith (“Advisory Organizational Documents Proposal 5H”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the provisions providing that the affirmative vote of at least 662/3% of the voting power of all the then outstanding shares of capital stock entitled to vote at an election of directors, voting as a single class, will be required for stockholders to alter, amend or repeal, in whole or in part, any provision of the Proposed Bylaws or to adopt any provision inconsistent therewith, as described in Advisory Organizational Documents Proposal 5H, be approved.”

(I)     Advisory Organizational Documents Proposal 5I (Special Meetings) — to approve provisions requiring that special meetings may be called only by the New Vicarious Surgical Board (except in the case of any holders of Preferred Stock if applicable) (“Advisory Organizational Documents Proposal 5I”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the provisions requiring that special meetings may be called only by the New Vicarious Surgical Board (except in the case of any holders of Preferred Stock if applicable), as described in Advisory Organizational Documents Proposal 5I, be approved.”

(J)    Advisory Organizational Documents Proposal 5J (Written Consent) — to approve provisions that prohibit stockholder action by written consent in lieu of a meeting. (“Advisory Organizational Documents Proposal 5J”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the provisions requiring or permitting stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting, as described in Advisory Organizational Documents Proposal 5J, be approved.”

(K)   Advisory Organizational Documents Proposal 5K (Corporate Opportunity) — to approve provisions providing that New Vicarious Surgical renounces a corporate opportunity that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any non-employee director of New Vicarious Surgical, unless such opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of such person expressly and solely in connection with such individual’s service as a member of the Board (“Advisory Organizational Documents Proposal 5K”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that the provisions providing that New Vicarious Surgical renounces a corporate opportunity that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any non-employee director of New Vicarious Surgical, unless such opportunity is presented to, or acquired, created or developed by, or otherwise comes into the possession of such person expressly and solely in connection with such individual’s service as a member of the Board, as described in Advisory Organizational Documents Proposal 5K, be approved.”

(L)    Advisory Organizational Documents Proposal 5L (Additional Changes) — to provide for certain additional changes, including, among other things, (i) making New Vicarious Surgical’s corporate existence perpetual and (ii) removing certain provisions related to D8’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the D8 Board believes is necessary to adequately address the needs of New Vicarious Surgical after the Business Combination (“Advisory Organizational Documents Proposal 5L”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, on an advisory non-binding basis, that certain additional changes, including, among other things, (i) making New Vicarious Surgical’s corporate existence perpetual and (ii) removing certain provisions related to D8’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the D8 Board believes is necessary to adequately address the needs of New Vicarious Surgical after the Business Combination, as described in Advisory Organizational Documents Proposal 5L, be approved.”

(6)    Proposal No. 6 — The New Vicarious Surgical Equity Incentive Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution the New Vicarious Surgical Equity Incentive Plan (the “New Vicarious Surgical Equity Incentive Plan Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, the New Vicarious Surgical Equity Incentive Plan be approved and adopted in all respects.”

(7)    Proposal No. 7 — The Director Election Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution the election of nine directors to serve on the New Vicarious Surgical board of directors until the 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified (the “Director Election Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the persons named below be elected to serve on the Company Board upon the Closing of the Business Combination: Donald Tang, David Ho, Samir Kaul, Dror Berman, David Styka, Adam Sachs, Sammy Khalifa, Ric Fulop and Phil Liang.”

(8)    Proposal No. 8 — The Shareholder Adjournment Proposal — To consider and vote upon a proposal to approve by way of ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (the “Shareholder Adjournment Proposal”). The full text of the resolution to be considered and if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting be approved.”

Each of Proposal Nos. 1, 2, 3, 4, 6 and 7 is cross-conditioned on the approval of each other (the “Condition Precedent Proposals”). The Advisory Organizational Documents Proposal and the Shareholder Adjournment Proposal are not cross-conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of D8 Ordinary Shares at the close of business on [•], 2021 (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

This proxy statement/prospectus and accompanying proxy card is being provided to D8’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of D8’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 49 of this proxy statement/prospectus.

After careful consideration, the board of directors of D8 (the “D8 Board”) has unanimously approved the Proposed Transaction and unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement, and approval of the transactions contemplated thereby, including the Proposed Transaction, and “FOR” all other proposals presented to D8’s shareholders in this proxy statement/prospectus. When you consider the recommendation of these proposals by the D8 Board, you should keep in mind that D8’s directors and officers have interests in the Proposed Transaction that may conflict with your interests as a shareholder. 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 for a further discussion of these considerations.

Pursuant to the Cayman Constitutional Documents, a holder of Public Shares (as defined herein) (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:

(i)     (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;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), D8’s transfer agent, that New Vicarious Surgical redeem all or a portion of your Public Shares for cash; and

(iii)   deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through The Depository Trust Company (“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.

Each D8 Unit 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 Public Shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Proposed Transaction 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 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 Continental, 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 established at the consummation of D8’s IPO (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 shares of New Vicarious Surgical Class A Stock that will be redeemed promptly after consummation of the Proposed Transaction. See “Extraordinary General Meeting of D8 — Redemption Rights” beginning on page 107 of this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

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 Securities Exchange Act of 1934, as amended (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.

D8 Sponsor LLC, a Delaware limited liability company and shareholder of D8 (the “Sponsor”), the Initial Shareholders and each other director and each other officer of D8 (collectively, the “Insiders”) have agreed to, among other things, vote in favor of the Proposed Transaction, and to 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 Class B Ordinary Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. As of the date of the accompanying proxy statement/prospectus, the Insiders own 20% of the issued and outstanding D8 Ordinary Shares.

The Merger Agreement provides that the obligations of Vicarious Surgical to consummate the Merger are conditioned on, among other things, that as of the Closing, (a) the Domestication will have been completed, and (b) the amount of cash available following the extraordinary general meeting of D8 shareholders (the “Available Cash”) (i) in the Trust Account, after deducting the amount required to satisfy redemptions of D8 Class A Ordinary Shares, if any (but prior to payment of (x) deferred underwriting commissions and (y) transaction expenses of D8 or its affiliates), (ii) outside of the Trust Account, and (iii) from the gross proceeds of the PIPE Investment, is at least $125,000,000. If such condition is not met, and such condition is not or cannot be waived under the terms of the Merger Agreement, then the Merger Agreement could be terminated and the Proposed Transaction may not be consummated.

In addition to the Available Cash Condition, the Merger Agreement is subject to the satisfaction or waiver of the following other customary closing conditions: (a) approval of the Proposed Transaction and related agreements and transactions by the respective shareholders of D8 and stockholders of Vicarious Surgical (including approval of the Condition Precedent Proposals by the shareholders of D8); (b) effectiveness of the registration statement on Form S-4 filed by D8 in connection with the Domestication; (c) all specified authorizations, consents, orders, regulatory approvals, non-objections, declarations, filings or waiting periods having been made, received or expired; (d) delivery of closing deliverables and documentation; (e) absence of a material adverse effect in respect of Vicarious Surgical, D8 and Merger Sub; (f) accuracy of the applicable representations, warranties and covenants, each to an applicable standard; (g) the New Vicarious Surgical Class A Shares and New Vicarious Surgical Warrants having been listed on a national stock exchange and being eligible for continued listing on a national stock exchange immediately following the closing; (h) the PIPE Investment having been completed; (i) the Domestication having been completed; (j) the existing members of the D8 Board having resigned as of the closing and the post-closing directors having been appointed to serve on the board of directors of New Vicarious Surgical effective as of the Closing; (k) the existing officers of D8 having resigned as of the closing and the post-closing officers having been appointed to serve effective as of the closing; and (l) the absence of any injunctions or restraints in respect of consummation of the Proposed Transaction.

The approval of each of the Domestication Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals requires a special resolution under the Companies Act, being the affirmative vote of holders of a majority of at least two-thirds of the 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 approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the New Vicarious Surgical Equity Incentive Plan Proposal, the Director Election Proposal and the Shareholder Adjournment Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the 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.

Your vote is very important.    Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposals and the Shareholder Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal under Cayman Islands law. However, for purposes of NYSE rules, an abstention will be counted as a vote “against” Proposal No. 3 (The Stock Issuance Proposal) and Proposal No. 6 (The New Vicarious Surgical Equity Incentive Plan Proposal). If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Proposed Transaction and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your Ordinary Shares, please contact 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. This notice of extraordinary general meeting and the proxy statement/prospectus are available at https://[•].

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors of D8 Holdings Corp.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO D8’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.