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    DEH   KYG2614K1105

D8 HLDG

(DEH)
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D8 HOLDINGS CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

09/10/2021 | 08:34am EST

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed by D8 Holdings Corp. (the "Company" or "D8 Holdings"), a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing Date (as defined below)), with the Securities and Exchange Commission (the "SEC") on April 15, 2021 (the "Announcement 8-K"), the Company, entered into an agreement and plan of merger, dated April 15, 2021, by and among the Company, Snowball 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, in his capacity as the stockholder representative (as it may be amended and/or restated from time to time, the "Merger Agreement"). The Merger Agreement provides that 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."

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, amongst other things, each of the Company's then issued and outstanding shares of Class A ordinary shares, par value $0.0001 per share, 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.

As also previously reported on the Announcement 8-K, the Company entered into subscription agreements (the "Initial Subscription Agreements"), each dated as of April 15, 2021, with certain institutional investors (the "Initial PIPE Investors"), pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the Closing (the "Private Placement"), an aggregate of 11,500,000 shares of Domesticated Company Class A Stock, at a purchase price of $10.00 per share, for aggregate consideration of $115,000,000.

On September 9, 2021, the Company entered into additional subscription agreements (the "New Subscription Agreements" and, together with the Initial Subscription Agreements, the "Subscription Agreements"), each dated as of September 9, 2021, in substantially the same form as the Initial Subscription Agreements, with certain institutional investors (the "New Institutional Investors" and together with the Initial PIPE Investors, the "PIPE Investors"), pursuant to which, among other things, the Company agreed to issue and sell, in the Private Placement, an aggregate of an additional 2,700,000 shares of Domesticated Company Class A Stock, at a purchase price of $10.00 per share, for aggregate additional consideration of $27,000,000 bringing the aggregate amount of commitments from PIPE Investors under the Subscription Agreements to $142,000,000.

The additional commitments help ensure that the Company will satisfy the closing condition that it have at least $125 million of available cash from the Company's trust account and proceeds from the Private Placement at the Closing.

The foregoing description of the New Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Subscription Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.



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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 with respect to the issuance of shares of Domesticated Company Class A Stock to the New Institutional Investors is incorporated by reference herein. The shares of Domesticated Company Class A Stock issuable in connection with the transactions contemplated by the New 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 7.01. Regulation FD Disclosure.

On September 9, 2021, the Company issued a press release announcing its entry into the New Subscription Agreements. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, 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. 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 Exhibit 99.1.



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Additional 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 has filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which includes a definitive proxy statement that was 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 in connection with the completion of the proposed Business Combination. The Registration Statement was declared effective on August 9, 2021 and D8 Holdings mailed the 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 the definitive proxy statement/prospectus in connection with D8 Holdings' solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the proposed Business Combination, because these documents contain important information about D8 Holdings, Vicarious Surgical and the proposed Business Combination. Shareholders may also obtain a copy of the definitive proxy statement/prospectus, 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, at Unit 1008, 10/F, Champion Tower, 3 Garden Road, Central, Hong Kong.

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 is set forth in the Registration Statement and the definitive proxy statement/prospectus. You can find more information about D8 Holdings' directors and executive officers in D8 Holdings' Annual Report on Form 10-K/A, filed with the SEC on May 24, 2021 (the "Annual Report"). Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is included in the Registration Statement and the definitive proxy statement/prospectus and other relevant documents filed with the SEC. Shareholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully 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 the completion and timing of the PIPE. 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 stockholders; 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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No Offer or Solicitation


This Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.                         Description of Exhibits

10.1            Form of Subscription Agreement (incorporated by reference to
              Exhibit 10.1 of D8 Holding Corp.'s Current Report on Form 8-K (File
              No. 001-39384), filed with the SEC on April 15, 2021).
99.1            Press Release, dated September 9, 2021.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 - - -
Net income 2020 -14,2 M - -
Net cash 2020 1,10 M - -
P/E ratio 2020 -
Yield 2020 -
Capitalization 596 M 596 M -
EV / Sales 2019
EV / Sales 2020 -
Nbr of Employees -
Free-Float -
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