UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 15, 2021
D8 Holdings Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39384 | N/A | ||
|
(State or other jurisdiction of incorporation) |
(Commission
File Number) |
(I.R.S. Employer Identification No.) |
Unit 1008, 10/F, Champion Tower
3 Garden Road Central, Hong Kong
(Address of principal executive offices, including zip code)
+852 3973 5500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant | DEH.U | The New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 per share | DEH | The New York Stock Exchange | ||
| Redeemable Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | DEH WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 15, 2021, D8 Holdings Corp. (“D8” or the “Company” and, after the Domestication, as described below, “Vicarious Surgical Inc.”) held an extraordinary general meeting (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, a total of 31,192,268 (72.33%) of the Company’s issued and outstanding ordinary shares held of record as of August 9, 2021, were present either in person or by proxy, which constituted a quorum. The shareholders voted on the following proposals at the Extraordinary General Meeting, each of which was described in more detail in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on August 12, 2021.
| 1. | The Transaction Agreement 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 (the “Merger Agreement”), by and among D8, Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), Vicarious Surgical Inc. (“Vicarious Surgical”) and Adam Sachs, an individual, solely in his capacity as the Stockholder Representative (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 (the “Business Combination Proposal”). The Business Combination Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 29,066,666 | 2,123,166 | 2,436 | ||||||||
| 2. | The Domestication Proposal. To consider and vote upon a proposal to approve by way of special resolution approve, in connection with the consummation of the Business Combination, the 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 (the “Domestication Proposal”). The Domestication Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 29,061,616 | 2,123,696 | 6,956 | ||||||||
| 3. | Stock Issuance Proposal. To consider and vote upon a proposal to approve, 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 (“Stock Issuance Proposal”). The Stock Issuance Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 29,055,693 | 2,128,642 | 7,933 | ||||||||
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| 4. | The 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 (“Organizational Documents Proposal”). The Organizational Documents Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 29,053,166 | 2,123,345 | 15,757 | ||||||||
| 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. 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 “Preferred Stock”) (“Advisory Organizational Documents Proposal 5A”). The Advisory Organizational Documents Proposal 5A was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 27,280,870 | 3,397,663 | 513,735 | ||||||||
| B. | Advisory Organizational Documents Proposal 5B. 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 Advisory Organizational Documents Proposal 5B was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 27,250,674 | 3,425,058 | 516,536 | ||||||||
| C. | Advisory Organizational Documents Proposal 5C. 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 Advisory Organizational Documents Proposal 5C was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 28,347,371 | 2,334,540 | 510,357 | ||||||||
| D. | Advisory Organizational Documents Proposal 5D. 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 Advisory Organizational Documents Proposal 5D was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 30,663,477 | 25,108 | 503,683 | ||||||||
| E. | Advisory Organizational Documents Proposal 5E. 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 Advisory Organizational Documents Proposal 5E was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 27,494,166 | 3,189,573 | 508,529 | ||||||||
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| F. | Advisory Organizational Documents Proposal 5F. 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 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 66 2/3% 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 Advisory Organizational Documents Proposal 5F was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 28,023,223 | 2,652,921 | 516,124 | ||||||||
| G. | Advisory Organizational Documents Proposal 5G. To approve provisions permitting the removal of a director only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the outstanding shares entitled to vote at an election of directors, voting together as a single class (“Advisory Organizational Documents Proposal 5G”). The Advisory Organizational Documents Proposal 5G was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 26,744,304 | 3,929,745 | 518,219 | ||||||||
| H. | Advisory Organizational Documents Proposal 5H. 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 Advisory Organizational Documents Proposal 5H was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 28,025,683 | 2,656,483 | 510,102 | ||||||||
| I. | Advisory Organizational Documents Proposal 5I. 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 Advisory Organizational Documents Proposal 5I was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 28,326,541 | 2,354,722 | 511,005 | ||||||||
| J. | Advisory Organizational Documents Proposal 5J. To approve provisions that prohibit stockholder action by written consent in lieu of a meeting. (“Advisory Organizational Documents Proposal 5J”). The Advisory Organizational Documents Proposal 5J was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 28,307,217 | 2,372,633 | 512,418 | ||||||||
| K. | Advisory Organizational Documents Proposal 5K. 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 Advisory Organizational Documents Proposal 5K was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 28,543,101 | 2,135,365 | 513,802 | ||||||||
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| L. | Advisory Organizational Documents Proposal 5L. 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 Advisory Organizational Documents Proposal 5L was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 28,560,748 | 2,124,007 | 507,513 | ||||||||
| 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 New Vicarious Surgical Equity Incentive Plan Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 29,015,175 | 2,145,810 | 31,283 | ||||||||
| 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 Director Election Proposal was approved. The final voting tabulation for this proposal was as follows: |
| NOMINEE | FOR | WITHHOLD | ||||||
| Donald Tang | 28,940,609 | 2,251,659 | ||||||
| David Ho | 28,940,611 | 2,251,657 | ||||||
| Samir Kaul | 28,940,111 | 2,252,157 | ||||||
| Dror Berman | 28,938,317 | 2,253,951 | ||||||
| David Styka | 28,027,338 | 3,164,930 | ||||||
| Adam Sachs | 28,939,448 | 2,252,820 | ||||||
| Sammy Khalifa | 28,937,037 | 2,255,231 | ||||||
| Ric Fulop | 28,938,039 | 2,254,229 | ||||||
| Philip Liang | 28,936,798 | 2,255,470 | ||||||
| 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 Shareholder Adjournment Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR | AGAINST | ABSTAIN | ||||||||
| 29,003,381 | 2,169,886 | 19,001 | ||||||||
The proposal to approve 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 was deemed not necessary and not acted upon at the Extraordinary General Meeting because there were sufficient votes at the time of the Extraordinary General Meeting to approve the adoption of the required proposals.
A total of 26,745,028 Class A ordinary shares were presented for redemption in connection with the Extraordinary General Meeting. As a result, there will be approximately $77,547,643.72 remaining in the trust account following redemptions.
Item 7.01 Regulation FD Disclosure.
On September 15, 2021, D8 and Vicarious Surgical issued a press release announcing the results of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 15, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 15, 2021 | D8 Holdings Corp. | |
| By: | /s/ Donald Tang | |
|
Name: Title: |
Donald Tang
President |
|
5
Exhibit 99.1
Vicarious Surgical Business Combination Approved; Stock to Begin Trading on the New York Stock Exchange as “RBOT”
· Vicarious Surgical to debut on NYSE as a disruptive next-generation surgical robotics company
· $220 million in gross cash proceeds to catalyze advancement of Vicarious Surgical’s robotic technology, clinical programs, and strategic business initiatives
· Combined company to trade on NYSE under ticker symbol “RBOT”
WALTHAM, Mass., & HONG KONG-- (BUSINESS WIRE) -- September 15, 2021 – Vicarious Surgical Inc. (“Vicarious Surgical” or the “Company”) (NYSE: RBOT, RBOT WS), a next-generation robotics technology company seeking to improve both cost and efficiency of surgical procedures as well as patient outcomes, today announced that the shareholders of D8 Holdings Corp. (“D8”) (NYSE: DEH.U, DEH, DEH WS), have approved the previously announced business combination at the shareholder meeting held today, September 15, 2021. The business combination is expected to close on September 17, 2021, and is expected to provide approximately $220 million in gross proceeds to fund the further development and planned commercialization of the Company’s intelligent and affordable, single-incision surgical robot (the “Vicarious System”) that virtually transports surgeons inside the patient to perform minimally invasive surgery.
Following the close of the transaction, the combined company will be renamed “Vicarious Surgical Inc.” Its Class A common stock and warrants are expected to begin trading on the New York Stock Exchange (“NYSE”) on September 20, 2021 under the symbols “RBOT” and “RBOT WS,” respectively.
With its disruptive next-generation robotics technology, Vicarious Surgical is seeking to increase the efficiency of surgical procedures, improve patient outcomes, and reduce healthcare costs. Vicarious Surgical believes that the Vicarious System is the first surgical robotic system to receive Breakthrough Device Designation from the U.S. Food and Drug Administration (the “FDA”)1.
The total $142 million PIPE supporting the transaction is funded by multiple strategic investors including global medical technology company BD (Becton, Dickinson and Company) (NYSE: BDX), major hospital groups in the U.S. and Asia, and surgical robotics pioneer Roberta Lipson, founder of United Family Healthcare and its predecessor Chindex International Inc. and CEO of New Frontier Health Corporation (NYSE: NFH). Technology luminaries Bill Gates, Vinod Khosla’s Khosla Ventures, Innovation Endeavors, Sun Hung Kai & Co. and Philip Liang’s E15 VC are also investing.
“Today’s vote approving our business combination is an exciting and important milestone on our path to challenge the complexity and limited adoption of robotic surgery with a system designed to provide improved access, surgical capability, and visualization to patients and providers in both the U.S. and international markets,” said Adam Sachs, CEO and co-founder of Vicarious Surgical. “We look forward to transforming the future of surgical robotics, with our company backed by global institutional support, multiple large-scale strategic partners, and investment from distinguished healthcare executives with deep experience in driving surgical robotic adoption.
“The combination of D8 and Vicarious Surgical will open a transformative new chapter in the field of surgical robotics,” said Donald Tang, President of D8 and Managing Partner of Celadon Partners. “We believe Vicarious Surgical is advancing the state of the art, resolving longstanding technical challenges that have limited the capabilities and adoption of surgical robots. We believe in Vicarious Surgical’s potential to drive a paradigm shift in the cost and accessibility of certain surgical procedures as well as improvements to patient outcomes. We consider Vicarious Surgical to be a thought leader in the surgical space and we believe the market is ready for surgical robots that drive efficiency and improved quality of patient care. We see the need for greater innovation and choice to patients and practitioners, both in the U.S. and abroad, believe Vicarious Surgical can meet that need, and are excited to support Adam on this incredibly important mission.”
The combined company will be led by Adam Sachs as Chief Executive Officer and President, alongside its highly experienced executive team including Sammy Khalifa as Chief Technology Officer, William Kelly as Chief Financial Officer, and June Morris as Chief Legal Officer and General Counsel. The combined company's board of directors will include David Styka as Chairman, Mr. Sachs, Mr. Khalifa, Donald Tang, former President of D8, David Ho, Professor of Medicine at Columbia University Irving Medical Center, Dror Berman, Partner of Innovation Endeavors, Samir Kaul, General Partner of Khosla Ventures, Ric Fulop, CEO of Desktop Metal, and Philip Liang, Managing Partner of E15VC.
Advisors
Credit Suisse acted as lead financial advisor to Vicarious Surgical. Credit Suisse and ICBC acted as joint placement agents in the private offering. BTIG, Canaccord Genuity, Cowen, and Piper Sandler acted as capital markets advisors to Vicarious Surgical. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to Vicarious Surgical. White & Case LLP acted as legal advisor to D8.
About Vicarious Surgical
Founded in 2014, Vicarious Surgical is a next generation robotics company developing a disruptive technology with the goals of increasing the efficiency of surgical procedures, improving patient outcomes and reducing healthcare costs. The Company’s novel surgical approach uses a combination of proprietary human-like surgical robots and virtual reality to transport surgeons inside the patient to perform minimally invasive surgery. The Company’s technology was granted Breakthrough Device Designation by the FDA, and Vicarious Surgical believes the Vicarious System is the first surgical robot to receive this designation from the FDA. The Company is led by an experienced team of technologists, medical device professionals and physicians, and is backed by technology luminaries including Bill Gates, Vinod Khosla’s Khosla Ventures, Innovation Endeavors, Jerry Yang’s AME Cloud Ventures, Sun Hung Kai & Co. Ltd and Philip Liang’s E15 VC. The Company is headquartered in Waltham, Mass. Learn more at www.vicarioussurgical.com.
About D8 Holdings Corp.
D8 Holdings Corp. a special purpose acquisition company seeking a business combination with a company that applies technology and innovation to disrupt large addressable markets. D8’s objective is to identify a target business that is under-valued relative to its potential and ready for transformative improvement.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. The combined company's actual results may differ from its expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the combined company's expectations with respect to financial results, future performance, development of products and services, the capability of the Vicarious Surgical system to improve patient outcomes, anticipated financial impacts and other effects of the business combination on the combined company's business, and the size and potential growth of current or future markets for the combined company's products and services. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most of these factors are outside the combined company's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the impact of COVID-19 on the combined company's business; the ability to maintain the listing of the combined company's Class A common stock on the NYSE following the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees; changes in applicable laws or regulations; the ability of the combined company to raise financing in the future; the success, cost and timing of the combined company's product and service development activities; the potential attributes and benefits of the combined company's products and services; the combined company's ability to obtain and maintain regulatory approval for its products, and any related restrictions and limitations of any approved product; the combined company's ability to identify, in-license or acquire additional technology; the combined company's ability to maintain its existing license, manufacture, supply and distribution agreements; the combined company's ability to compete with other companies currently marketing or engaged in the development of products and services that the combined company is currently marketing or developing; the size and growth potential of the markets for the combined company's products and services, and its ability to serve those markets, either alone or in partnership with others; the pricing of the combined company's products and services and reimbursement for medical procedures conducted using its products and services; the combined company's estimates regarding expenses, revenue, capital requirements and needs for additional financing; the combined company's financial performance; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating to the business combination, including those under "Risk Factors" therein, and the combined company's other filings with the SEC. The combined company cautions that the foregoing list of factors is not exclusive. The combined company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The combined company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
1 As of the date of this press release, Vicarious Surgical is not aware of any surgical robotics company that has received Breakthrough Device Designation for a full robotics system.
Investor Inquiries:
Marissa Bych
Gilmartin Group LLC
ir@vicarioussurgical.com
Press and Media Inquiries:
Jill Gross
Matter Communications
media@vicarioussurgical.com