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    DEH   KYG2614K1105

D8 HLDG

(DEH)
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D8 HOLDINGS CORP. : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

09/15/2021 | 05:18pm EST

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




                                       1




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




                                       2




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




                                       3




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

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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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