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
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.
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.
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.
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.
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.
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
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