Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On April 15, 2021, D8 Holdings Corp. ("D8 Holdings" or the "Company"), a Cayman
Islands exempted company (which shall migrate to and domesticate as a Delaware
corporation prior to the Closing Date (as defined below)) entered into an
agreement and plan of merger, by and among D8 Holdings, Snowball Merger Sub,
Inc., a Delaware corporation and a direct, wholly-owned subsidiary of D8
Holdings ("Merger Sub"), Vicarious Surgical Inc. ("Vicarious Surgical"), and
Adam Sachs, in his capacity as the stockholder representative (the "Stockholder
Representative") (as it may be amended and/or restated from time to time, the
"Merger Agreement").
The Merger
The Merger Agreement provides that (a) Merger Sub will merge with and into
Vicarious Surgical, with Vicarious Surgical being the surviving corporation of
the merger. The transactions contemplated by the Merger Agreement are referred
to herein as the "Business Combination." The time of the closing of the Business
Combination is referred to herein as the "Closing." The date of the Closing is
referred to herein as the "Closing Date."
The Domestication
At the end of the business day immediately prior to the Closing, subject to the
satisfaction or waiver of the conditions of the Merger Agreement, and prior to
an investment by the PIPE Investors (as defined below) the Company will migrate
to and domesticate as a Delaware corporation in accordance with Section 388 of
the Delaware General Corporation Law, as amended, and the Cayman Islands
Companies Act (As Revised) (the "Domestication").
By virtue of the Domestication and subject to the satisfaction or waiver of the
conditions of the Merger Agreement, including approval of the Company's
shareholders: (i) each of the then issued and outstanding Class B ordinary
shares of the Company, par value $0.0001 per share (each, a "Company Class B
Share"), will convert automatically, on a one-for-one basis, into a Class A
ordinary share of the Company, par value $0.0001 per share (each, a "Company
Class A Share"); (ii) immediately following the conversion described in clause
(i), each of the then issued and outstanding Company Class A 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 the Company (after the Domestication) (the
"Domesticated Company 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 Company Class A Share ("Cayman Company Warrant") will automatically
become a warrant to acquire one share of Domesticated Company Class A Stock
("Domesticated Company Warrant") pursuant to the related warrant agreement; and
(iv) each of the then issued and outstanding units of the Company (the "Cayman
Company Units") shall be separated into its component parts, consisting of one
share of Domesticated Company Class A Stock and one-half of one Domesticated
Company Warrant.
Concurrently with the Domestication and subject to the satisfaction or waiver of
the conditions of the Merger Agreement, the Company will also file (a) a
certificate of incorporation with the Secretary of State of Delaware in the form
attached to the Merger Agreement (the "Company Domesticated Charter") and (b)
adopt bylaws in the form attached to the Merger Agreement (the "Company
Domesticated Bylaws"), to (among other things) establish a revised dual class
structure with shares of Domesticated Company Class A Stock and shares of Class
B common stock, par value $0.0001 per share, of the Company (after
Domestication), with the same economic terms as Domesticated Company Class A
Stock, but carrying increased voting rights in the form of 20 votes per share
(the "Domesticated Company Class B Stock" and together with the Domesticated
Company Class A Stock, the "Domesticated Company Stock").
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Consideration and Structure
Under the Merger Agreement, D8 Holdings has agreed to acquire all of the
outstanding shares of common stock of Vicarious Surgical for approximately $1
billion in aggregate consideration. Vicarious Surgical stockholders (other than
Adam Sachs, Barry Greene and Sammy Khalifa (the "Founders")) will receive shares
of Domesticated Company Class A Stock (valued at $10.00 per share), equal to (i)
the amount of shares of Company Capital Stock (as defined in the Merger
Agreement) owned by such Company Stockholder (as defined in the Merger
Agreement) multiplied by (ii) the Fully Diluted Adjusted Merger Consideration
(as defined by the Merger Agreement) for each share in such class of Company
Capital Stock (as defined in the Merger Agreement). The Founders will receive
shares of Domesticated Company Class B Stock equal to (i) the amount of shares
of Company Class A Common Stock (as defined in the Merger Agreement) owned by
such Founder multiplied by (ii) the Fully Diluted Adjusted Merger Consideration
(as defined by the Merger Agreement) for each share of Company Class A Common
Stock (as defined in the Merger Agreement).
Pursuant to the Merger Agreement, at the effective time of the Business
Combination (the "Effective Time"), each outstanding option to purchase shares
of Vicarious Surgical common stock (a "Vicarious Option") that is outstanding,
whether or not then vested or unvested, will be assumed by the Company and will
be converted into an option to acquire Domesticated Company Class A Stock of the
Company (a "Company Option") with the same terms and conditions as applied to
the Vicarious Option (as defined in the Merger Agreement) immediately prior to
the Effective Time; provided that the number of shares underlying such Company
. . .
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
(this "Form 8-K") with respect to the issuance of shares of Domesticated Company
Stock is incorporated by reference herein. The shares of Domesticated Company
Class A Common Stock issuable in connection with the transactions contemplated
by the Subscription Agreements will not be registered under the Securities Act
of 1933, as amended (the "Securities Act"), in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act and/or Regulation
D promulgated thereunder.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2021, the board of directors of the Company (the "Board") appointed
Dr. David D. Ho to the Board. Dr. Ho, who was determined to be an "independent
director" as defined in the applicable rules of The New York Stock Exchange, was
appointed to serve as a Class II director with a term expiring at the Company's
second annual meeting of shareholders. Dr. Ho has not yet been appointed to any
committee of the Board.
David D. Ho, 68, has been employed and has served on the board of directors of
Columbia University since January 2020. Dr. Ho is the Founding Scientific
Director of the Aaron Diamond AIDS Research Center, where he previously served
as the CEO, a director and professor at the ADARC from 1990 to December 2019.
Dr. Ho is the Clyde and Helen Wu Professor of Medicine at Columbia University
Irving Medical Center. Dr. Ho serves as a member of the Trustees of Caltech, and
was previously a board member of the MIT Corporation for 12 years and Harvard
Board of Overseers for 6 years. Dr. Ho has been at the forefront of AIDS
research for 40 years, publishing over 450 papers. Dr. Ho's studies unraveled
the nature of HIV replication in vivo and revolutionized society's basic
understanding of the AIDS disease. This knowledge led Dr. Ho to champion
combination antiretroviral therapy that resulted in unprecedented control of HIV
in patients. Dr. Ho's research team is now devoting considerable efforts on
vaccine and antibody research in order to halt or slow the spread of the AIDS
epidemic. Recently, Dr. Ho has been devoting a considerable effort to develop
novel strategies to diagnose, treat and prevent Covid-19 infection. Dr. Ho
received his degrees from California Institute of Technology and Harvard Medical
School (Harvard-MIT Health Science and Technology program). We believe that Dr.
Ho is qualified to serve on our board of directors due to his management
experience as a CEO and as a member of multiple boards.
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On April 9, 2021, the Company entered into an indemnity agreement (the
"Indemnity Agreement") with Dr. Ho, pursuant to which the Company has agreed to
provide contractual indemnification, in addition to the indemnification provided
in the Company's Amended and Restated Memorandum and Articles of Association,
against liabilities that may arise by reason of their respective service on the
Board, and to advance expenses incurred as a result of any proceeding against
either of them as to which either could be indemnified, in the form previously
filed as Exhibit 10.5 to the Company's Registration Statement on
Form S-1 (File No. 333-239503) for its initial public offering, initially filed
with the U.S. Securities and Exchange Commission on June 26, 2020 (as amended,
the "Registration Statement").
On April 9, 2021, the Company entered into a letter agreement with Dr. Ho (the
"Letter Agreement") on substantially the same terms as the form of letter
agreement previously entered into by and between the Company and each of its
other officers and directors in connection with the Company's initial public
offering.
The foregoing descriptions of the Indemnity Agreement and the Letter Agreement
do not purport to be complete and are qualified in their entireties by reference
to the form of indemnity agreement and the Letter Agreement, copies of which are
attached as Exhibit 10.5 to the Registration Statement and Exhibit 10.3 hereto,
respectively, and are incorporated herein by reference.
Other than the foregoing, Dr. Ho is not party to any arrangement or
understanding with any person pursuant to which he was appointed as director,
nor is he party to any transactions required to be disclosed under Item 404(a)
of Regulation S-K involving the Company.
Item 7.01. Regulation FD Disclosure.
On April 15, 2021, the Company issued a press release announcing the execution
of the Merger Agreement. The press release is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Attached as Exhibit 99.2 hereto and incorporated by reference herein is the
investor presentation, which will be used by the Company with respect to the
Business Combination.
Furnished as Exhibit 99.3 hereto is a summary of certain risk factors applicable
to the business combination and the business of Vicarious and the Company, which
were made available to potential investors in connection with the private
placement of D8's securities.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is
furnished and 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 or the Exchange Act, regardless of any general incorporation language in
such filings. For the avoidance of doubt, the Company intends for this Form 8-K,
including Exhibits 99.1, 99.2 and 99.3, to satisfy the requirements of Rule
165(a) and Rule 425(a) under the Securities Act. This Form 8-K will not be
deemed an admission as to the materiality of any information of the information
in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3.
Important Information About the Business Combination and Where to Find It
The proposed business combination will be submitted to shareholders of D8
Holdings for their consideration. D8 Holdings intends to file a registration
statement on Form S-4 (the "Registration Statement") with the SEC which will
include preliminary and definitive proxy statements to be distributed to D8
Holdings' shareholders in connection with D8 Holdings' solicitation for proxies
for the vote by D8 Holdings' shareholders in connection with the proposed
business combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the securities to
be issued to Vicarious Surgical's stockholders in connection with the completion
of the proposed business combination. After the Registration Statement has been
filed and declared effective, D8 Holdings will mail a definitive proxy statement
and other relevant documents to its shareholders as of the record date
established for voting on the proposed business combination. D8 Holdings'
shareholders and other interested persons are advised to read, once available,
the preliminary proxy statement / prospectus and any amendments thereto and,
once available, the definitive proxy statement / prospectus, in connection with
D8 Holdings' solicitation of proxies for its extraordinary meeting of
shareholders to be held to approve, among other things, the proposed business
combination, because these documents will contain important information about D8
Holdings, Vicarious Surgical and the proposed business combination. Shareholders
may also obtain a copy of the preliminary or definitive proxy statement, once
available, as well as other documents filed with the SEC regarding the proposed
business combination and other documents filed with the SEC by D8 Holdings,
without charge, at the SEC's website located at www.sec.gov or by directing a
request to: D8 Holdings Corp., Unit 1008, 10/F Champion Tower, 3 Garden Road,
Central, Hong Kong.
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Participants in the Solicitation
D8 Holdings, Vicarious Surgical and certain of their respective directors,
executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitations of proxies from D8
Holdings' shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of D8 Holdings' shareholders in connection with
the proposed business combination will be set forth in D8 Holdings' proxy
statement / prospectus when it is filed with the SEC. You can find more
information about D8 Holdings' directors and executive officers in D8 Holdings'
Annual Report on Form 10-K for the year ended December 31, 2020 (the "Annual
Report"), filed with the SEC on March 26, 2021. Additional information regarding
the participants in the proxy solicitation and a description of their direct and
indirect interests will be included in the proxy statement / prospectus when it
becomes available. Shareholders, potential investors and other interested
persons should read the proxy statement / prospectus carefully when it becomes
available before making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.
Forward-Looking Statements
This Form 8-K includes "forward-looking statements" within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding the Company's and Vicarious Surgical's
expectations with respect to future performance and anticipated financial
impacts of the Business Combination, the satisfaction of the closing conditions
to the Business Combination and the timing of the completion of the Business
Combination. These statements are based on various assumptions, whether or not
identified herein, and on the current expectations of Vicarious Surgical's and
D8 Holdings' management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Vicarious Surgical and D8 Holdings. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political
and legal conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk that any
required regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or that the approval of
the shareholders of D8 Holdings or Vicarious Surgical is not obtained; failure
to realize the anticipated benefits of the proposed business combination; risks
relating to the uncertainty of the projected financial information with respect
to Vicarious Surgical; future global, regional or local economic and market
conditions; the development, effects and enforcement of laws and regulations;
Vicarious Surgical's ability to manage future growth; Vicarious Surgical's
ability to develop new products and solutions, bring them to market in a timely
manner, and make enhancements to its platform; the effects of competition on
Vicarious Surgical's future business; the amount of redemption requests made by
D8 Holdings' public shareholders; the ability of D8 Holdings or the combined
company to issue equity or equity-linked securities in connection with the
proposed business combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations and inquiries;
and those factors discussed in D8 Holdings' Annual Report under the heading
"Risk Factors," and other documents of D8 Holdings filed, or to be filed, with
the SEC. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither Vicarious
Surgical nor D8 Holdings presently know or that Vicarious Surgical and D8
Holdings currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Vicarious Surgical's and D8 Holdings'
expectations, plans or forecasts of future events and views as of the date of
this Form 8-K. Vicarious Surgical and D8 Holdings anticipate that subsequent
events and developments will cause Vicarious Surgical's and D8 Holdings'
assessments to change. However, while Vicarious Surgical and D8 Holdings may
elect to update these forward-looking statements at some point in the future,
Vicarious Surgical and D8 Holdings specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as representing
Vicarious Surgical's and D8 Holdings' assessments as of any date subsequent to
the date of this Form 8-K. Accordingly, undue reliance should not be placed upon
the forward-looking statements.
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. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1† Merger Agreement, dated as of April 15, 2021, by and among D8 Holdings
Corp., Snowball Merger Sub, Inc., and Vicarious Surgical Inc., and Adam
Sachs, in his capacity as the Stockholder Representative.
10.1 Form of Subscription Agreement.
10.2 Sponsor Support Agreement, dated as of April 15, 2021, by and among D8
Sponsor LLC, each holder of Company Class B common stock, and the other
parties thereto.
10.3 Letter Agreement, dated April 9, 2021, by and between the Company and
David D. Ho.
99.1 Press Release, dated April 15, 2021.
99.2 Investor Presentation, dated April 15, 2021.
99.3 Summary Risk Factors.
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5) and 601(b)(2). The Registrant
agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon
its request.
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