Item 7.01. Regulation FD Disclosure.
In connection with their previously announced proposed business combination, D8
Holdings Corp. ("D8 Holdings") and Vicarious Surgical Inc. are in the process of
executing certain subscription agreements with several institutional investors,
including a major U.S. hospital chain (the "PIPE Investors"). D8 Holdings will
report the final subscription amounts in a subsequent Current Report on Form 8-K
when all subscription agreements are executed.
The information in this Item 7.01 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.
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. 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.
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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.
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.
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