| Description of Organization and Business Operations | Note
1—Description of Organization and Business Operations D8
Holdings Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on May 6, 2020. The Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or
sector for purposes of consummating a Business Combination, the Company intends to focus its search on the consumer retail sector. The
Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of June 30, 2021, the Company had not commenced any operations.
All activity for the period from May 6, 2020 (inception) through June 30, 2021 relates to the Company’s formation, and the Initial
Public Offering (as defined below), and since the Initial Public Offering, a search for a business combination target, including the proposed
business combination with Vicarious Surgical Inc. (“Vicarious Surgical”). The Company will not generate any operating revenues
until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form
of net gain from investments held in Trust Accounts from the proceeds derived from the Initial Public Offering. Financing The
Company’s sponsor is D8 Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement
for the Initial Public Offering was declared effective on July 14, 2020. On July 17, 2020, the Company consummated the Initial Public
Offering of 30,000,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $300.0 million (the “Initial
Public Offering”). Each Unit consists of one Class A ordinary share (the “Public Shares”) of the Company, par value
$0.0001, and one-half of one redeemable warrant (the “Public Warrants”) of the Company, with each whole warrant entitled
to purchase one Class A ordinary share for $11.50 per share, subject to adjustment. On July 24, 2020, the underwriters exercised the
over-allotment option in full and purchased an additional 4,500,000 Units (the “Over-Allotment Units”), generating additional
gross proceeds of $45.0 million. The Company incurred total offering costs of approximately $19.5 million in underwriting fees (inclusive
of approximately $12.1 million in deferred underwriting fees) (Note 5). Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 8,000,000
warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) to the Sponsor,
each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating
gross proceeds to the Company of $8.0 million, and incurring offering costs of approximately $16,000 (Note 4). On July 24, 2020, simultaneously
with the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 900,000 Private Placement Warrants
to the Sponsor, generating gross proceeds of $900,000. Trust
Accounts Upon the closing of the Initial Public Offering and the Private Placement,
$345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement
was placed in trust accounts (“Trust Accounts”), located in the United States with Continental Stock Transfer & Trust
Company acting as trustee, and is invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940 (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the Trust Accounts as described
below. Initial
Business Combination The Company’s management has broad discretion with respect to
the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially
all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the
Company will be able to complete a Business Combination successfully. The Company must complete an initial Business Combination with one
or more operating businesses or assets with a fair market value of at least 80% of the net assets held in the Trust Accounts (excluding
the amount of any deferred underwriting discount held in the Trust Accounts) at the time of the agreement to enter into the initial Business
Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50%
or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it
not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders (the “Public Shareholders”)
of its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering, with the opportunity to redeem all or a portion
of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will
be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Accounts (initially anticipated to be
$10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be
reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public
Shares were classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting
Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities
from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least
$5,000,001 and the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to
hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles
of Association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”)
and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions
is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally,
each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.
If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have
agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public
Offering in favor of a Business Combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect
to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding
the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming
its shares with respect to more than an aggregate of 20% or more of the Class A ordinary shares sold in the Initial Public Offering,
without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial
shareholders”) have agreed, pursuant to a written agreement with the Company, that they will not propose any amendment to the Amended
and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business
Combination within 24 months from the closing of the Initial Public Offering, or July 17, 2022 (the “Combination Period”)
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number
of then outstanding Public Shares. If the Company
is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Accounts, including interest earned on the
funds held in the Trust Accounts and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board
of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The initial shareholders have
agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within
the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in
or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Accounts with respect to such
Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive
their rights to their deferred underwriting commission (see Note 5) held in the Trust Accounts in the event the Company does not complete
a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in
the Trust Accounts that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible
that the per share value of the residual assets remaining available for distribution (including Trust Accounts assets) will be only $10.00
per share initially held in the Trust Accounts. In order to protect the amounts held in the Trust Accounts, the Sponsor has agreed to
be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a
prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement
or business combination agreement, reduce the amount of funds in the Trust Accounts to below the lesser of (i) $10.00 per public share
and (ii) the actual amount per Public Share held in the Trust Accounts as of the date of the liquidation of the Trust Accounts, if less
than $10.00 per share due to reductions in the value of the trust assets, less taxes payable. This liability will not apply with respect
to any claims by a third party who executed a waiver of any and all rights to the monies held in the Trust Accounts (whether or not such
waiver is enforceable) or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover,
in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent
of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify
the Trust Accounts due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent
public registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements
with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Accounts. Proposed
Business Combination On April
15, 2021, the 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 the Company, Snowball Merger Sub, Inc., a Delaware corporation and a direct,
wholly-owned subsidiary of the Company (“Merger Sub”), 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 “Proposed Business Combination.”
The time of the closing of the Proposed 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
“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 “Class A Share”); (ii) immediately following the conversion described in clause (i), each of the
then issued and outstanding 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 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”). Consideration
and Structure Under the
Merger Agreement, the Company 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 multiplied 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 Option will be determined
by multiplying the number of shares of Company Capital Stock (as defined in the Merger Agreement) that are issuable upon the exercise
of such Vicarious Option immediately prior to the Effective Time, by the Fully Diluted Adjusted Merger Consideration (as defined in the
Merger Agreement) for such class, which product shall be rounded down to the nearest whole number of shares, at a per share exercise price
determined by dividing the per share exercise price of such Vicarious Option immediately prior to the Effective Time by the Fully Diluted
Adjusted Merger Consideration (as defined in the Merger Agreement) for such class, which quotient shall be rounded up to the nearest whole
cent. Pursuant
to the Merger Agreement, at the Effective Time, each warrant to purchase shares of Company Capital Stock (as defined in the Merger Agreement)
that is issued and outstanding prior to the Effective Time and has not been terminated pursuant to its terms will be assumed and converted
into a warrant exercisable for shares of Domesticated Company Class A Stock of the Company. The parties
to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others,
covenants with respect to the conduct of Vicarious Surgical and the Company and its subsidiaries prior to the Closing. The Closing is
subject to certain customary conditions. Refer to the
definitive proxy statement/prospectus filed with the Securities and Exchange Commission on August 12, 2021 for additional information. Liquidity
and Going Concern As
of June 30, 2021, the Company had approximately $236,000 in its operating bank account and working capital deficit of approximately $1.9
million. Prior
to the completion of the Initial Public Offering, the Over-Allotment and the Private Placement, the Company’s liquidity needs had
been satisfied through the payment of $25,000 of offering costs by the Sponsor in exchange for the issuance of the Founder Shares, and
a loan of approximately $127,000 pursuant to the Note issued to the Sponsor (Note 4). The Company repaid the Note in full on July 17,
2020. Subsequent to the consummation of the Initial Public Offering, the Over-Allotment and the Private Placement, the Company’s
liquidity needs have been satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Accounts.
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to,
provide the Company Working Capital Loans (see Note 4). As of June 30, 2021, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations
in accordance with Accounting Standards Codification (“ASC”) 205-40, “Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern,” management has determined that if the Company is unable to complete a Business
Combination by July 17, 2022, then the Company may cease all operations except for the purpose of liquidating. In addition, the Company
has incurred and expects to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements
are issued. There is no assurance that the Company’s plans to consummate a Business Combination or raise additional funds will be
successful within the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company
be required to liquidate after July 17, 2022. |
