Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Vicarious Surgical Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001812173 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash | $ 236,118 | $ 1,097,313 | |
Prepaid expenses | 41,000 | 132,958 | |
Total current assets | 277,118 | 1,230,271 | |
Investments held in Trust Accounts | 345,265,374 | 345,191,130 | |
Total Assets | 345,542,492 | 346,421,401 | |
Current liabilities: | |||
Accounts payable | 77,655 | 13,682 | |
Accrued expenses | 2,091,677 | 112,538 | |
Total current liabilities | 2,169,332 | 126,220 | |
Deferred underwriting commissions | 12,075,000 | 12,075,000 | |
Warrant liabilities | 50,707,000 | 29,415,500 | |
Total liabilities | 64,951,332 | 41,616,720 | |
Commitments and Contingencies | |||
Shares subject to possible redemption | 275,591,150 | 299,804,680 | |
Shareholders’ Equity: | |||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021 and December 31, 2020 | |||
Additional paid-in capital | 38,674,682 | 14,461,394 | |
Accumulated deficit | (33,676,229) | (9,462,708) | |
Total shareholders’ equity | 5,000,010 | 5,000,001 | |
Total Liabilities and Shareholders’ Equity | 345,542,492 | 346,421,401 | |
Vicarious Surgical US Inc. [Member] | |||
Current assets: | |||
Cash and cash equivalents | 7,706,000 | 16,867,000 | $ 2,156,000 |
Short-term investments | 13,324,000 | ||
Prepaid expenses | 495,000 | 258,000 | 255,000 |
Total current assets | 8,201,000 | 17,125,000 | 15,735,000 |
Restricted cash | 622,000 | 118,000 | 148,000 |
Property and equipment, net | 1,520,000 | 445,000 | 482,000 |
Deferred transaction costs | 1,774,000 | ||
Other long-term assets | 100,000 | ||
Total Assets | 12,117,000 | 17,788,000 | 16,365,000 |
Current liabilities: | |||
Accounts payable | 1,820,000 | 373,000 | 203,000 |
Accrued expenses | 1,894,000 | 394,000 | 314,000 |
Current portion of equipment loans | 47,000 | 47,000 | 47,000 |
Current portion of term loan | 450,000 | ||
Total current liabilities | 4,211,000 | 872,000 | 622,000 |
Deferred rent | 1,188,000 | 58,000 | 58,000 |
Equipment loans, net of current portion | 39,000 | 63,000 | 111,000 |
Term loan, net of current portion and issuance costs | 959,000 | ||
Total liabilities | 6,397,000 | 935,000 | 733,000 |
Commitments and Contingencies | |||
Convertible preferred stock (Note 9) | 46,670,000 | 46,670,000 | 33,150,000 |
Shareholders’ Equity: | |||
Additional paid-in capital | 2,509,000 | 1,773,000 | 1,197,000 |
Accumulated deficit | (43,460,000) | (31,591,000) | (18,716,000) |
Total shareholders’ equity | (40,950,000) | (29,817,000) | (17,518,000) |
Total Liabilities and Shareholders’ Equity | 12,117,000 | 17,788,000 | 16,365,000 |
Class A Ordinary Shares | |||
Shareholders’ Equity: | |||
Ordinary shares value | 694 | 452 | |
Class A Ordinary Shares | Vicarious Surgical US Inc. [Member] | |||
Shareholders’ Equity: | |||
Ordinary shares value | 1,000 | 1,000 | 1,000 |
Class B Ordinary Shares | |||
Shareholders’ Equity: | |||
Ordinary shares value | 863 | 863 | |
Class B Ordinary Shares | Vicarious Surgical US Inc. [Member] | |||
Shareholders’ Equity: | |||
Ordinary shares value |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preference shares, shares authorized | 1,000,000 | 1,000,000 | |
Preference shares, shares issued | |||
Preference shares, shares outstanding | |||
Class A Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | |
Ordinary shares, subject to possible redemption | 27,559,115 | 29,980,468 | |
Ordinary shares, subject to possible redemption, per share (in Dollars per share) | $ 10 | $ 10 | |
Ordinary shares, shares issued | 6,940,885 | 4,519,532 | |
Ordinary shares, shares outstanding | 6,940,885 | 4,519,532 | |
Class A Ordinary Shares | Vicarious Surgical US Inc. [Member] | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 6,000,000 | 6,000,000 | 6,000,000 |
Ordinary shares, shares issued | 6,000,000 | 5,934,026 | 5,142,361 |
Ordinary shares, shares outstanding | 6,000,000 | 5,934,026 | 5,142,361 |
Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | |
Ordinary shares, shares issued | 8,625,000 | 8,625,000 | |
Ordinary shares, shares outstanding | 8,625,000 | 8,625,000 | |
Class B Ordinary Shares | Vicarious Surgical US Inc. [Member] | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 32,402,876 | 32,402,876 | 25,126,727 |
Ordinary shares, shares issued | 462,622 | 330,415 | 197,938 |
Ordinary shares, shares outstanding | 462,622 | 330,415 | 197,938 |
Unaudited Consolidated Condense
Unaudited Consolidated Condensed Statements of Operations - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses | $ 26,704 | $ 1,440,467 | $ 2,936,265 | ||||
General and administrative expenses | 30,000 | 60,000 | $ 297,469 | ||||
Administrative fee – related party | (26,704) | (1,470,467) | (2,996,265) | ||||
Loss from operations | (19,566,500) | (21,291,500) | (352,308) | ||||
Change in fair value of warrant liabilities | 6,973 | 74,244 | (8,613,000) | ||||
Net gain from investments held in Trust Accounts | (26,704) | (21,029,994) | (24,213,521) | 191,130 | |||
Net loss | (9,462,708) | ||||||
Operating expenses: | |||||||
Financing cost – derivative warrant liabilities | (688,530) | ||||||
Operating expenses | |||||||
General and administrative – related party | 54,839 | ||||||
Vicarious Surgical US Inc. [Member] | |||||||
General and administrative expenses | 2,279,000 | $ 577,000 | 3,676,000 | $ 1,119,000 | 2,328,000 | $ 2,054,000 | |
Loss from operations | (6,612,000) | (3,068,000) | (11,843,000) | (5,860,000) | (12,985,000) | (9,783,000) | |
Net loss | (6,638,000) | (3,047,000) | (11,869,000) | (5,750,000) | (12,875,000) | (9,314,000) | |
Operating expenses: | |||||||
Research and development | 4,008,000 | 2,310,000 | 7,616,000 | 4,327,000 | 9,796,000 | 7,479,000 | |
Sales and marketing | 325,000 | 181,000 | 551,000 | 414,000 | 861,000 | 250,000 | |
Total operating expenses | 6,612,000 | 3,068,000 | 11,843,000 | 5,860,000 | 12,985,000 | 9,783,000 | |
Interest income | 1,000 | 22,000 | 2,000 | 112,000 | 113,000 | 471,000 | |
Interest expense | (27,000) | (1,000) | (28,000) | (2,000) | (3,000) | (2,000) | |
Loss before income taxes | (6,638,000) | (3,047,000) | (11,869,000) | (5,750,000) | (12,875,000) | (9,314,000) | |
Provision for income taxes | |||||||
Class A Ordinary Shares | |||||||
Weighted average shares outstanding, basic and diluted (in Shares) | 34,500,000 | 34,500,000 | 34,312,500 | ||||
Basic and diluted net income per share (in Dollars per share) | $ 0 | $ 0 | $ 0.01 | ||||
Class B Ordinary Shares | |||||||
Weighted average shares outstanding, basic and diluted (in Shares) | 7,500,000 | 8,625,000 | 8,625,000 | 8,280,711 | |||
Basic and diluted net income per share (in Dollars per share) | $ 0 | $ (2.44) | $ (2.82) | $ (1.17) | |||
Class A and Class B Common Share | Vicarious Surgical US Inc. [Member] | |||||||
Basic and diluted net income per share (in Dollars per share) | $ (1.03) | $ (0.55) | $ (1.85) | $ (1.02) | $ (2.22) | $ (1.89) |
Unaudited Consolidated Conden_2
Unaudited Consolidated Condensed Statements of Changes in Shareholders’ Equity - USD ($) | Class AOrdinary Shares | Class BOrdinary Shares | ConvertiblePreferred StockVicarious Surgical US Inc. [Member] | Additional Paid-in CapitalVicarious Surgical US Inc. [Member] | Additional Paid-in Capital | Accumulated DeficitVicarious Surgical US Inc. [Member] | Accumulated Deficit | Class A & B Common StockVicarious Surgical US Inc. [Member] | Vicarious Surgical US Inc. [Member] | Total | |
Balance at Dec. 31, 2018 | $ 23,155,000 | $ 831,000 | $ (9,402,000) | $ 1,000 | $ (8,570,000) | ||||||
Balance (in Shares) at Dec. 31, 2018 | 12,990,948 | 4,471,028 | |||||||||
Issuance of Series A-2 convertible preferred stock, net issuance cost of $5 | $ 9,995,000 | ||||||||||
Issuance of Series A-2 convertible preferred stock, net issuance cost of $5 (in Shares) | 3,043,029 | ||||||||||
Exercise of common stock options | 30,000 | 30,000 | |||||||||
Exercise of common stock options (in Shares) | 77,605 | ||||||||||
Stock-based compensation | 336,000 | 336,000 | |||||||||
Vesting of restricted stock | |||||||||||
Vesting of restricted stock (in Shares) | 791,666 | ||||||||||
Net loss | (9,314,000) | (9,314,000) | |||||||||
Balance at Dec. 31, 2019 | $ 33,150,000 | 1,197,000 | (18,716,000) | $ 1,000 | (17,518,000) | ||||||
Balance (in Shares) at Dec. 31, 2019 | 16,033,977 | 5,340,299 | |||||||||
Exercise of common stock options | |||||||||||
Exercise of common stock options (in Shares) | 437 | ||||||||||
Stock-based compensation | 158,000 | 158,000 | |||||||||
Vesting of restricted stock | |||||||||||
Vesting of restricted stock (in Shares) | 395,832 | ||||||||||
Net loss | (5,750,000) | (5,750,000) | |||||||||
Balance at Jun. 30, 2020 | $ 863 | $ 33,150,000 | 1,355,000 | $ 24,137 | (24,466,000) | $ (26,704) | $ 1,000 | (23,110,000) | $ (1,704) | ||
Balance (in Shares) at Jun. 30, 2020 | 8,625,000 | 16,033,977 | 5,736,568 | ||||||||
Balance at Dec. 31, 2019 | $ 33,150,000 | 1,197,000 | (18,716,000) | $ 1,000 | (17,518,000) | ||||||
Balance (in Shares) at Dec. 31, 2019 | 16,033,977 | 5,340,299 | |||||||||
Series A-3 financing, Net Issuance Cost of $95 | $ 13,520,000 | ||||||||||
Series A-3 financing, Net Issuance Cost of $95 (in Shares) | 4,143,304 | ||||||||||
Issuance of common stock warrants | 85,000 | 85,000 | |||||||||
Exercise of common stock options | 43,000 | 43,000 | |||||||||
Exercise of common stock options (in Shares) | 132,477 | ||||||||||
Stock-based compensation | 448,000 | 448,000 | |||||||||
Vesting of restricted stock | |||||||||||
Vesting of restricted stock (in Shares) | 791,665 | ||||||||||
Net loss | (12,875,000) | (12,875,000) | |||||||||
Balance at Dec. 31, 2020 | $ 452 | $ 863 | $ 46,670,000 | 1,773,000 | 14,461,394 | (31,591,000) | (9,462,708) | $ 1,000 | (29,817,000) | 5,000,001 | |
Balance (in Shares) at Dec. 31, 2020 | 4,519,532 | 8,625,000 | 20,177,281 | 6,264,441 | |||||||
Balance at Mar. 31, 2020 | $ 33,150,000 | 1,274,000 | (21,419,000) | $ 1,000 | (20,144,000) | ||||||
Balance (in Shares) at Mar. 31, 2020 | 16,033,977 | 5,538,527 | |||||||||
Exercise of common stock options | |||||||||||
Exercise of common stock options (in Shares) | 125 | ||||||||||
Stock-based compensation | 81,000 | 81,000 | |||||||||
Vesting of restricted stock | |||||||||||
Vesting of restricted stock (in Shares) | 197,916 | ||||||||||
Net loss | (3,047,000) | (3,047,000) | |||||||||
Balance at Jun. 30, 2020 | $ 863 | $ 33,150,000 | 1,355,000 | 24,137 | (24,466,000) | (26,704) | $ 1,000 | (23,110,000) | (1,704) | ||
Balance (in Shares) at Jun. 30, 2020 | 8,625,000 | 16,033,977 | 5,736,568 | ||||||||
Balance at May. 05, 2020 | |||||||||||
Balance (in Shares) at May. 05, 2020 | |||||||||||
Issuance of Class B ordinary shares to Sponsor | [1] | $ 863 | 24,137 | 25,000 | |||||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | [1] | 8,625,000 | |||||||||
Net loss | (26,704) | (26,704) | |||||||||
Balance at Jun. 30, 2020 | $ 863 | $ 33,150,000 | 1,355,000 | 24,137 | (24,466,000) | (26,704) | $ 1,000 | (23,110,000) | (1,704) | ||
Balance (in Shares) at Jun. 30, 2020 | 8,625,000 | 16,033,977 | 5,736,568 | ||||||||
Balance at May. 05, 2020 | |||||||||||
Balance (in Shares) at May. 05, 2020 | |||||||||||
Shares subject to possible redemption | $ (2,998) | (299,801,682) | (299,804,680) | ||||||||
Shares subject to possible redemption (in Shares) | (29,980,468) | ||||||||||
Issuance of Class B ordinary shares to Sponsor | $ 863 | 24,137 | 25,000 | ||||||||
Issuance of Class B ordinary shares to Sponsor (in Shares) | 8,625,000 | ||||||||||
Sale of units in initial public offering, less fair value of public warrants | $ 3,450 | 333,094,050 | 333,097,500 | ||||||||
Sale of units in initial public offering, less fair value of public warrants (in Shares) | 34,500,000 | ||||||||||
Offering costs | (18,855,111) | (18,855,111) | |||||||||
Net loss | (9,462,708) | (9,462,708) | |||||||||
Balance at Dec. 31, 2020 | $ 452 | $ 863 | $ 46,670,000 | 1,773,000 | 14,461,394 | (31,591,000) | (9,462,708) | $ 1,000 | (29,817,000) | 5,000,001 | |
Balance (in Shares) at Dec. 31, 2020 | 4,519,532 | 8,625,000 | 20,177,281 | 6,264,441 | |||||||
Shares subject to possible redemption | $ 32 | 3,183,498 | 3,183,530 | ||||||||
Shares subject to possible redemption (in Shares) | 318,353 | ||||||||||
Net loss | (3,183,527) | (3,183,527) | |||||||||
Balance at Mar. 31, 2021 | $ 484 | $ 863 | $ 46,670,000 | 2,085,000 | 17,644,892 | (36,822,000) | (12,646,235) | $ 1,000 | (34,736,000) | 5,000,004 | |
Balance (in Shares) at Mar. 31, 2021 | 4,837,885 | 8,625,000 | 20,177,281 | 6,405,143 | |||||||
Balance at Dec. 31, 2020 | $ 452 | $ 863 | $ 46,670,000 | 1,773,000 | 14,461,394 | (31,591,000) | (9,462,708) | $ 1,000 | (29,817,000) | 5,000,001 | |
Balance (in Shares) at Dec. 31, 2020 | 4,519,532 | 8,625,000 | 20,177,281 | 6,264,441 | |||||||
Exercise of common stock options | 111,000 | 111,000 | |||||||||
Exercise of common stock options (in Shares) | 132,207 | ||||||||||
Stock-based compensation | 625,000 | 625,000 | |||||||||
Vesting of restricted stock | |||||||||||
Vesting of restricted stock (in Shares) | 65,974 | ||||||||||
Net loss | (11,869,000) | (11,869,000) | |||||||||
Balance at Jun. 30, 2021 | $ 694 | $ 863 | $ 46,670,000 | 2,509,000 | 38,674,682 | (43,460,000) | (33,676,229) | $ 1,000 | (40,950,000) | 5,000,010 | |
Balance (in Shares) at Jun. 30, 2021 | 6,940,885 | 8,625,000 | 20,177,281 | 6,462,622 | |||||||
Balance at Mar. 31, 2021 | $ 484 | $ 863 | $ 46,670,000 | 2,085,000 | 17,644,892 | (36,822,000) | (12,646,235) | $ 1,000 | (34,736,000) | 5,000,004 | |
Balance (in Shares) at Mar. 31, 2021 | 4,837,885 | 8,625,000 | 20,177,281 | 6,405,143 | |||||||
Shares subject to possible redemption | $ 210 | 21,029,790 | 21,030,000 | ||||||||
Shares subject to possible redemption (in Shares) | 2,103,000 | ||||||||||
Exercise of common stock options | 55,000 | 55,000 | |||||||||
Exercise of common stock options (in Shares) | 57,479 | ||||||||||
Stock-based compensation | 369,000 | 369,000 | |||||||||
Vesting of restricted stock | |||||||||||
Net loss | (6,638,000) | (21,029,994) | (6,638,000) | (21,029,994) | |||||||
Balance at Jun. 30, 2021 | $ 694 | $ 863 | $ 46,670,000 | $ 2,509,000 | $ 38,674,682 | $ (43,460,000) | $ (33,676,229) | $ 1,000 | $ (40,950,000) | $ 5,000,010 | |
Balance (in Shares) at Jun. 30, 2021 | 6,940,885 | 8,625,000 | 20,177,281 | 6,462,622 | |||||||
[1] | As of June 30, 2020, included up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On July 24, 2020, the underwriters fully exercised the over-allotment option; thus, these shares were no longer subject to forfeiture. |
Unaudited Consolidated Conden_3
Unaudited Consolidated Condensed Statements of Cash Flows - USD ($) | 2 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||||
Net loss | $ (26,704) | $ (24,213,521) | $ (9,462,708) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
General and administrative expenses paid by related parties | 16,745 | |||||
Change in fair value of warrant liabilities | 21,291,500 | 8,613,000 | ||||
Financing cost – derivative warrant liabilities | 688,530 | |||||
Net gain from investments held in Trust Accounts | (74,244) | (191,130) | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 91,958 | (132,958) | ||||
Accounts payable | 16,968 | 63,973 | 13,682 | |||
Accrued expenses | 9,737 | 1,979,139 | 27,538 | |||
Net cash used in operating activities | (861,195) | (427,301) | ||||
Cash Flows from Investing Activities | ||||||
Principal deposited in Trust Accounts | (345,000,000) | |||||
Net cash used in investing activities | (345,000,000) | |||||
Cash Flows from Financing Activities: | ||||||
Repayment of note payable and advances to related party | (126,762) | |||||
Proceeds received from initial public offering, gross | 345,000,000 | |||||
Proceeds from private placement | 8,900,000 | |||||
Payment of offering costs | (7,248,624) | |||||
Net cash provided by financing activities | 346,524,614 | |||||
Net change in cash | (861,195) | 1,097,313 | ||||
Cash – beginning of the period | 1,097,313 | |||||
Cash – end of the period | 236,118 | 1,097,313 | $ 1,097,313 | |||
Reconciliation of restricted cash: | ||||||
Offering costs paid in exchange for issuance of Class B ordinary shares to Sponsor | 25,000 | 25,000 | ||||
Offering costs included in accrued expenses | 254,356 | 85,000 | ||||
Offering costs included in note payable | 107,483 | 110,017 | ||||
Deferred underwriting commissions in connection with the initial public offering | 12,075,000 | |||||
Initial value of Class A ordinary shares subject to possible redemption | 267,561,360 | |||||
Change in value of Class A ordinary shares subject to possible redemption | 24,213,530 | 32,243,320 | ||||
Vicarious Surgical US Inc. [Member] | ||||||
Cash Flows from Operating Activities: | ||||||
Net loss | (11,869,000) | (5,750,000) | (12,875,000) | $ (9,314,000) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Depreciation | 105,000 | 73,000 | 157,000 | 104,000 | ||
Stock-based compensation | 625,000 | 158,000 | 448,000 | 336,000 | ||
Amortization of capitalized debt issuance costs | 9,000 | |||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | (237,000) | 136,000 | (3,000) | (120,000) | ||
Deferred transaction costs | (155,000) | |||||
Accounts payable | 536,000 | (104,000) | 170,000 | 65,000 | ||
Accrued expenses | 792,000 | (55,000) | 80,000 | 198,000 | ||
Deferred rent | 290,000 | 20,000 | ||||
Other noncurrent assets | (15,000) | |||||
Net cash used in operating activities | (9,904,000) | (5,542,000) | (12,038,000) | (8,711,000) | ||
Cash Flows from Investing Activities | ||||||
Purchases of property and equipment | (340,000) | (62,000) | (120,000) | (246,000) | ||
Proceeds from short term investments | 13,324,000 | 13,324,000 | ||||
Purchases of short term investments | (1,600,000) | |||||
Net cash used in investing activities | (340,000) | 13,262,000 | 13,204,000 | (1,846,000) | ||
Cash Flows from Financing Activities: | ||||||
Repayment of equipment loans | (24,000) | (24,000) | (48,000) | (27,000) | ||
Proceeds from issuance of convertible preferred stock, net of issuance costs | 13,520,000 | 9,995,000 | ||||
Proceeds from term loan | 1,500,000 | |||||
Proceeds from exercise of stock options | 111,000 | 1,000 | 43,000 | 30,000 | ||
Net cash provided by financing activities | 1,587,000 | (23,000) | 13,515,000 | 9,998,000 | ||
Net change in cash | (8,657,000) | 7,697,000 | 14,681,000 | (559,000) | ||
Cash – beginning of the period | 16,985,000 | 2,304,000 | 2,304,000 | 2,863,000 | ||
Cash – end of the period | 10,001,000 | 8,328,000 | 10,001,000 | 16,985,000 | 16,985,000 | 2,304,000 |
Reconciliation of restricted cash: | ||||||
Cash and cash equivalents | 9,883,000 | 7,706,000 | 9,883,000 | 16,867,000 | 16,867,000 | 2,156,000 |
Restricted cash | 118,000 | 622,000 | 118,000 | 118,000 | 118,000 | 148,000 |
Total cash | $ 10,001,000 | 8,328,000 | 10,001,000 | $ 16,985,000 | 16,985,000 | 2,304,000 |
Interest paid | 10,000 | 1,000 | 3,000 | 2,000 | ||
Non-cash investing and financing activities: | ||||||
Issuance of warrants recorded as deferred financing costs | 85,000 | |||||
Machinery acquired under equipment loans | $ 185,000 | |||||
Non-cash investing and financing activities: | ||||||
Leasehold improvements acquired in connection with Waltham lease | 840,000 | |||||
Deferred transaction costs not yet paid included in accounts payable and accrual expenses | $ 1,619,000 |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations [Abstract] | ||
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 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 -allotment -Allotment 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 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 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 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 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 -share 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 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 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 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 -for-one -half 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 -Allotment In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205 -40 | NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Organization and General D8 Holdings Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on May At December -operating Financing The Company’s sponsor is D8 Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”). The registration statement for the Initial Public Offering was declared effective on July -half -allotment -Allotment 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 -Allotment Trust Account Upon the closing of the Initial Public Offering and the Private Placement, $345.0 -7 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 Account (as defined below) (excluding the amount of any deferred underwriting discount held in the Trust Account) 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 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 Account (initially anticipated to be $10.00 per Public Share). The per -share 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 Offering, or July -initial -share 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 In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less taxes payable and up to $100,000 of interest to pay dissolution expenses). 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 Account 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 its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account 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 Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, 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 Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the trust account, 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 Account (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 Liquidity and Capital Resources As of December Prior to the completion of the Initial Public Offering, the Over -Allotment -Allotment Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Basis of Presentation and Summary of Significant Accounting Policies | Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S -X The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on May 24, 2021. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Accounts The Company’s portfolio of investments held in the Trust Accounts are comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Accounts are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Accounts are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Accounts in the accompanying unaudited consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Accounts are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Accounts. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating -current Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The Company accounts for its warrants issued in connection with its Initial Public Offering and Private Placement as derivative warrant liabilities in accordance with ASC 815 -40 -measurement -Scholes -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 27,559,115 and 29,980,468 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s consolidated condensed balance sheets. Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income (Loss) per Ordinary Share The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two -class The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over -allotment -dilutive The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the For the For the Class A ordinary shares Numerator: Net gain from investments held in Trust Accounts $ 6,973 $ 74,244 $ — Net income attributable to Class A ordinary shares $ 6,973 $ 74,244 $ — Denominator: Weighted average shares outstanding of Class A ordinary shares, basic and diluted 34,500,000 34,500,000 — Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 $ — Class B ordinary shares Numerator: Net loss $ (21,029,994 ) $ (24,213,521 ) $ (26,704 ) Less: Net income attributable to Class A ordinary shares (6,973 ) (74,244 ) — Net loss attributable to Class B ordinary shares $ (21,036,967 ) $ (24,287,765 ) $ (26,704 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,625,000 8,625,000 7,500,000 Basic and diluted net loss per share, Class B ordinary shares $ (2.44 ) $ (2.82 ) $ (0.00 ) Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying consolidated condensed financial statements. | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements and Note 11 — Quarterly Financial Information (unaudited), the Company’s financial statements for the period from May -K Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentrations of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At December Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December -term The fair value of Public Warrants, was calculated using a binomial/lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Private Warrants was calculated using the Black -Scholes Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Offering costs Offering costs consist legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation for the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued Warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company issued 17,250,000 Warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 8,900,000 Private Placement Warrants. All of the Company’s outstanding Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement -Scholes Net loss per ordinary share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 26,150,000 -dilutive The Company’s statement of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two -class Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent accounting pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |
Vicarious Surgical US Inc. [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies [Line Items] | |||
Basis of Presentation and Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern, depreciation of property and equipment, the Company’s enterprise value, fair value of financial instruments, and contingencies. Actual results may differ from those estimates. Fair Value of Financial Instruments US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The framework provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Level 3 Cash and Cash Equivalents Cash and cash equivalents consist of checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. Restricted Cash The Company has an agreement to maintain a cash balance of $622 and $118 at June 30, 2021 and December 31, 2020, respectively as collateral for letters of credit related to the Company’s leases. The balance is classified as long -term Short-Term Investments All of the Company’s investments, which consist of certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the three and six month periods ended June 30, 2021 and year ended December 31, 2020. The Company holds no short -term Concentrations of Credit Risk and Off-Balance-Sheet Risk The Company has no significant off -balance-sheet -credit Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight -line ESTIMATED USEFUL LIFE Computer equipment and software 3 years Manufacturing equipment 3 -5 Furniture and fixtures 3 -7 Leasehold improvements lesser of useful life or remaining lease term Deferred Transaction Costs As part of the contemplated reverse recapitalization transaction with D8, the details of which are discussed in an initial S -4 -in Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long -lived -lived Classification of Convertible Preferred Stock The Company classifies convertible preferred stock outside of stockholders’ deficit on its balance sheets as the requirements of triggering a deemed liquidation event are not within the Company’s control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 9). The Company adjusts the carrying value of the convertible preferred stock to its redemption values when it becomes probable a redemption event will occur. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through June 30, 2021, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related liabilities have been established. Research and Development Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and webservices, legal, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed. Stock-Based Compensation The Company accounts for all stock -based -based The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black -Scholes -party Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Accounting for Income Taxes The Company recognizes deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax -planning The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. Net Loss Per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, stock warrants and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti -dilutive The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti -dilutive Comprehensive Loss There were no differences between net loss and comprehensive loss presented in the statements of operations for the three and six month periods ended June 30, 2021 and 2020. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM’) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular concentration is focused on the development of its virtual reality surgical system. Emerging Growth Company Status The Company is an “emerging growth company,” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Updates (“ASU”) No. 2016 -02 Leases (Topic 842) -02 In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments -Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) -13 -13 -04 Codification Improvements to Topic 326, Financial Instruments -Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments -13 In December 2019, the FASB issued ASU No. 2019 -12 Simplifying the Accounting for Income Taxes -12 -period -12 | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying financial statements and notes. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern, depreciation of property and equipment, the Company’s enterprise value, fair value of financial instruments, and contingencies. Actual results may differ from those estimates. Fair Value of Financial Instruments US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The framework provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Level 3 Cash and Cash Equivalents Cash and cash equivalents consist of checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. Restricted Cash The Company has an agreement to maintain a cash balance of $118 and $148 at December -term Short -Term Investments All of the Company’s investments, which consist of certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the years ended December Concentrations of Credit Risk and Off-Balance-Sheet Risk The Company has no significant off -balance-sheet -credit Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight -line ESTIMATED USEFUL LIFE Computer equipment and software 3 years Manufacturing equipment 3 – 5 years Furniture and fixtures 3 – 7 years Leasehold improvements lesser of useful life or remaining lease term Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long -lived -lived Classification of Convertible Preferred Stock The Company classifies convertible preferred stock outside of stockholders’ deficit on its balance sheets as the requirements of triggering a deemed liquidation event are not within the Company’s control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 9). The Company adjusts the carrying value of the convertible preferred stock to its redemption values when it becomes probable a redemption event will occur. Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through December Research and Development Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and webservices, legal, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed. Stock-Based Compensation The Company accounts for all stock -based -based The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black -Scholes -party Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Accounting for Income Taxes The Company recognizes deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax -planning The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. Net Loss Per share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, stock warrants and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti -dilutive The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti -dilutive Comprehensive Loss There were no differences between net loss and comprehensive loss presented in the statements of operations for 2020 and 2019. Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM’) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular concentration is focused on the development of its virtual reality surgical system. Emerging Growth Company Status The Company is an “emerging growth company,” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Updates (“ASU”) No. 2016 -02 Leases (Topic 842) -02 In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments -Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) -13 -13 -04 Codification Improvements to Topic 326, Financial Instruments -Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments -13 In December 2019, the FASB issued ASU No. 2019 -12 Simplifying the Accounting for Income Taxes -12 -period compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards, for annual reporting periods beginning after December -12 |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Initial Public Offering [Abstract] | ||
Initial Public Offering | Note 3 — Initial Public Offering On July 17, 2020, the Company consummated the Initial Public Offering of 30,000,000 Units at $10.00 per Unit, generating gross proceeds of $300.0 million. On July 24, 2020, the underwriters exercised the over -allotment -Allotment Each Unit consists of one Class A ordinary share, par value $0.0001 and one -half | NOTE 4. INITIAL PUBLIC OFFERING On July -allotment -Allotment Each Unit consists of one Class A ordinary share, par value $0.0001 and one -half |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 4 — Related Party Transactions Founder Shares On May 14, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 (the “Founder Shares”). On June 25, 2020, the Sponsor transferred 15,000 Founder Shares to Robert Kirby and 25,000 Founder Shares to each of Michael Kives, Fred Langhammer and Terry Lundgren, resulting in the Sponsor holding 7,097,500 Founder Shares. On July 14, 2020, the Company effected a share capitalization of 1,437,500 Founder Shares resulting in 8,625,000 Class B ordinary shares outstanding, of which the Sponsor now holds 8,535,000 Founder Shares. All shares and the associated amounts have been retroactively restated to reflect the share capitalization. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over -allotment -allotment The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock -up -divisions -trading -up Private Placement Warrants On July 17, 2020, simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 8,000,000 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. On July 24, 2020, simultaneously with the sale of the Over -Allotment Each warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Accounts. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor Loan On May 14, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Company borrowed approximately $127,000 under the Note and fully repaid this Note on July 17, 2020. Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Accounts to repay the Working Capital Loans but no proceeds held in the Trust Accounts would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.00 per warrant. As of June 30, 2021 and December 31, 2020, the Company had no Working Capital Loans outstanding. Administrative Services Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2021, the Company incurred and paid approximately $30,000 and $60,000 in such administrative fees, respectively. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On May -allotment -allotment The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “lock -up Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading -up Private Placement Warrants On July -Allotment Each Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Accounts. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Insiders agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination. Sponsor Loan On May Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Accounts to repay the Working Capital Loans but no proceeds held in the Trust Accounts would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender’s discretion, up to $1.5 Administrative Support Agreement Commencing on the date of the final prospectus, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support services. The Company incurred and paid approximately $55,000 in these fees for the period from the effective date of the Initial Public Offering through December |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | Note 5 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of July 14, 2020. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate, was payable to the underwriters for deferred underwriting commissions. Subsequently, the underwriter of the Company’s Initial Public Offering agreed to reduce its deferred underwriting fee to approximately $6.0 million. D8 and Vicarious Surgical will use the $6.0 million reduction in underwriting fees to fund additional capital advisory, legal and other fees associated with the Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Accounts solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement dated as of July -up Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.9 Risks and Uncertainties Management is continuing to evaluate the impact of the COVID -19 |
Vicarious Surgical US Inc. [Member] | ||
Commitments and Contingencies [Line Items] | ||
Commitments and Contingencies | 7. COMMITMENTS AND CONTINGENCIES The Company leases its office facility under a noncancelable operating lease agreements expiring in December of 2023 and February 2029. Rent expense for the three and six months ended June 30, 2021 was $415 and $528, respectively and for the three and six month periods ended June 30, 2020 was $108, and $227, respectively. On January 25, 2021, the Company entered into a twelve -year The following table presents the future minimum lease payments required under the Company’s noncancellable operating leases at June 30, 2021: Years Ended December 31, 2021, excluding the six months ended June 30, 2021 $ 392 2022 1,397 2023 1,675 2024 1,334 2025 1,376 Thereafter 4,631 Total future minimum lease payments $ 10,805 Legal Proceedings — From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. | 7. COMMITMENTS and CONTINGENCIES The Company leases its office facility under a noncancellable operating lease agreement expiring in December of 2023. Rent expense for the years ended December Subsequent Events The following table presents the future minimum lease payments required under this noncancellable operating lease at December Years Ended December 31, 2021 $ 418 2022 428 2023 436 Total future minimum lease payments $ 1,282 Legal Proceedings — From time to time, the Company may face legal claims or actions in the normal course of business. At each reporting date, the Company evaluates whether a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to its legal proceedings. |
Warrants
Warrants | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrant Disclosure [Abstract] | ||
Warrants | Note 6 — Warrants As of June 30, 2021 and December 31, 2020, the Company had 17,250,000 Public Warrants and 8,900,000 Private Placement Warrants outstanding. The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement). If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company is not registering the Class A ordinary shares issuable upon exercise of the warrants at this time. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th The warrants will expire five -linked starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. • • • • -trading In no event will the Company be required to net cash settle any Warrants. Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00 • • • provided • -trading If the Company is unable to complete the Initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Accounts, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Accounts with the respect to such warrants. Accordingly, the warrants may expire worthless. | NOTE 7. DERIVATIVE WARRANT LIABILITIES As of December The Public Warrants will become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 th registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked -trading The Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. If (x) the Company issues additional Class A ordinary shares or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Redemption of Warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: • • • • -trading The Company will not redeem the Warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30 -day In no event will the Company be required to net cash settle any Warrants. Redemption of Warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: • • • provided • -trading If the Company is unable to complete the Initial Business Combination within the combination period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the Warrants may expire worthless. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Shareholders' Equity [Line Items] | |||
Shareholders’ Equity | Note 7 — Shareholders’ Equity Preference Shares Class A Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination on a one -for-one -linked -linked -linked -for-one | NOTE 8. SHAREHOLDERS’ EQUITY Class A Ordinary Shares — Class B Ordinary Shares — -allotment -allotment Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to appoint directors in any election held prior to or in connection with the completion of the initial Business Combination. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination on a one -for-one -linked -linked -linked -for-one Preference Shares | |
Vicarious Surgical US Inc. [Member] | |||
Shareholders' Equity [Line Items] | |||
Shareholders’ Equity | 9. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Authorized Shares At June 30, 2021, the Company’s authorized shares consisted of 6,000,000 At June 30, 2021, the Company has reserved 31,940,254 Preferred Stock During the year ended December 31, 2016, the Company issued 5,075,585 During the year ended December 31, 2018, the Company issued 7,915,363 During the year ended December 31, 2019, the Company issued 3,043,029 During the year ended December 31, 2020, the Company issued 4,143,304 The following table summarizes the details of the Convertible Preferred Stock authorized, issued and outstanding as of June 30, 2021 and December 31, 2020: Convertible Preferred Stock Classes June 30, December 31, Series A Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 5,075,585 shares, (liquidation preference of $6,572 at June 30, 2021 and December 31, 2020). $ 6,477 $ 6,477 Series A1 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 7,915,363 shares, (liquidation preference of $16,760 at June 30, 2021 and December 31, 2020). 16,678 16,678 Series A2 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 3,043,029 shares, (liquidation preference of $10,000 at June 30, 2021 and December 31, 2020). 9,995 9,995 Series A3 Convertible Preferred Stock $0.0001 par value – 5,538,308 shares authorized, and 4,143,304 shares issued and outstanding, (liquidation preference of $13,616 at June 30, 2021 and no shares authorized, issued or outstanding at December 31, 2020). 13,520 13,520 Total $ 46,670 $ 46,670 The following describes the rights and preferences of the Company’s Series Preferred Stock: Voting -converted Dividends Liquidation Conversion Redemption -up Common Stock Classes of Common Stock Class A common stock receives 20 votes per share and converts into Class B at a one -to-one Restricted Stock Agreements -year -six As of June 30, 2021 the Company has no shares of unvested common stock. | 9. CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT Authorized Shares At December At December At December Preferred Stock During the year ended December During the year ended December During the year ended December During the year ended December The following table summarizes the details of the Convertible Preferred Stock authorized, issued and outstanding as of December Years Ended December 31, Convertible Preferred Stock Classes 2020 2019 Series A Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 5,075,585 shares, (liquidation preference of $6,572 at December 31, 2020 and 2019). $ 6,477 $ 6,477 Series A1 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 7,915,363 shares, (liquidation preference of $16,760 at December 31, 2020 and 2019). 16,678 16,678 Series A2 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 3,043,029 shares, (liquidation preference of $10,000 at December 31, 2020 and 2019). 9,995 9,995 Series A3 Convertible Preferred Stock $0.0001 par value – 5,538,308 shares authorized, and 4,143,304 shares issued and outstanding, (liquidation preference of $13,616 at December 31, 2020 and no shares authorized, issued or outstanding at December 31, 2019). 13,520 — Total $ 46,670 $ 33,150 The following describes the rights and preferences of the Company’s Series Preferred Stock: Voting -converted Dividends Liquidation dividends, $3.2862 per share for Series A3 Preferred Stock, plus declared but unpaid dividends (b) an amount per share that would have been payable had all shares of the Series Preferred Stock been converted to shares of Class B common stock immediately prior to any liquidation, dissolution, or winding up of the Company. Conversion Redemption -up Common Stock Classes of Common Stock Class A common stock receives 20 votes per share and converts into Class B at a one to one conversion rate per share. Class B common stock receives 1 vote per share. Restricted Stock Agreements -six The activity for common stock subject to vesting for the years ended December Shares Weighted Balance of unvested shares – January 1, 2019 1,649,304 $ 0.0001 Vested (791,665 ) $ 0.0001 Balance of unvested shares – December 31, 2019 857,639 $ 0.0001 Vested (791,665 ) $ 0.0001 Balance of unvested shares – December 31, 2020 65,974 $ 0.0001 At December -average |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value Measurements [Line Items] | |||
Fair Value Measurements | Note 8 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Accounts – U.S. Treasury Securities (1) $ 345,265,374 $ — $ — $ 345,265,374 Liabilities: Warrant liabilities – public warrants $ 28,635,000 $ — $ — $ 28,635,000 Warrant liabilities – private warrants $ — $ — $ 22,072,000 $ 22,072,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Accounts – U.S. Treasury Securities (2) $ 345,191,130 $ — $ — $ 345,191,130 Liabilities: Warrant liabilities – public warrants $ 18,112,500 $ — $ — $ 18,112,500 Warrant liabilities – private warrants $ — $ — $ 11,303,000 $ 11,303,000 (1) Includes $762 in cash and $6,244 in money market funds that invest in U.S. Government Securities. (2) Includes $879 in cash and $94,427 of money market funds that invest in U.S. Government Securities. Transfers to/from Levels The fair value of warrants issued in connection with the Private Placement has been estimated using the Black -Scholes The change in the fair value of the Level 3 warrant liabilities for three and six months ended June 30, 2021 is summarized as follows: Warrant liabilities at December 31, 2020 $ 11,303,000 Change in fair value of warrant liabilibites — Warrant liabilities at March 31, 2021 11,303,000 Change in fair value of warrant liabilibites 10,769,000 Warrant liabilities at June 30, 2021 $ 22,072,000 The estimated fair value of the derivative warrant liabilities of the private warrants is determined using Level 3 inputs. Inherent in a Black -Scholes -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs: June 30, December 31, Exercise price $ 11.50 $ 11.50 Stock Price $ 9.97 $ 10.16 Term (in years) 5.30 5.50 Volatility 50.00 % 23.50 % Risk-free interest rate 0.90 % 0.50 % Dividend yield 0.00 % 0.00 % Volatility increased from 23.50% at December 31, 2020 to 50.00% at June 30, 2021 because, at December 31, 2020, prior to the announcement of the Proposed Business Combination, volatility was estimated based on the Russell 3000 index, but at June 30, 2021, the Proposed Business Combination had been announced, and therefore volatility was estimated based on actual volatility of companies comparable to Vicarious Surgical with a 50% cap based on evidence that market participants do not price warrants with volatility in excess of 50%. | NOTE 9. FAIR VALUE MEASURMENTS The following table presents information about the Company’s financial assets that are measured at fair value on a recurring basis as of December December 31, 2020 Description Quoted Significant Significant Assets: U. S. Treasury Securities $ 345,191,130 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 18,112,500 $ — $ — Derivative warrant liabilities – Private Warrants $ — $ — $ 11,303,000 Transfers to/from Levels The fair value of Public Warrants, was calculated using a binomial/lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Private Warrants was calculated using the Black -Scholes The fair value of Public Warrants issued in connection with the Initial Public Offering have been measured based on the listed market price of such Warrants, a Level 1 measurement, since September The estimated fair value of the Private Placement Warrants, and the Public Warrants prior to being separately listed and traded, is determined using Level 3 inputs. Inherent Black -Scholes -price -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement: Initial As of Volatility 23.5 % 23.5 % Stock price $ 9.72 $ 10.16 Expected life of the options to convert 5.5 5.5 Risk-free rate 0.4 % 0.5 % Dividend yield 0.0 % 0.0 % Transfers to/from Levels The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the period from May Derivative warrant liabilities at May 6, 2020 (inception) $ — Issuance of Public and Private Warrants, Level 3 measurements 20,802,500 Transfer of Public Warrants to Level 1 (11,902,500 ) Change in fair value of derivative warrant liabilities, Level 3 2,403,000 Derivative warrant liabilities – Level 3, at December 31, 2020 $ 11,303,000 | |
Vicarious Surgical US Inc. [Member] | |||
Fair Value Measurements [Line Items] | |||
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value: June 30, 2021 Quoted Prices Significant Significant Total Assets: Money market funds $ 6,551 $ — $ — $ 6,551 Total assets $ 6,551 $ — $ — $ 6,551 December 31, 2020 Quoted Prices Significant Significant Total Assets: Money market funds $ 15,768 $ — $ — $ 15,768 Total assets $ 15,768 $ — $ — $ 15,768 Money market funds and certificates of deposit are classified as cash and cash equivalents and short -term | 4. FAIR VALUE MEASUREMENTS The following fair value hierarchy table presents information about the Company’s financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs the Company utilized to determine such fair value: December 31, 2020 Quoted Prices Significant Significant Total Assets: Money market funds $ 15,768 $ — $ — $ 15,768 Total assets $ 15,768 $ — $ — $ 15,768 December 31, 2019 Quoted Prices Significant Significant Total Assets: Money market funds $ 1,758 $ — $ — $ 1,758 Certificates of deposit — 13,324 — 13,324 Total assets $ 1,758 $ 13,324 $ — $ 15,082 Money market funds and certificates of deposit are classified as cash and cash equivalents and short term investments, respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Subsequent Events [Line Items] | |||
Subsequent Events | Note 9 — Subsequent Events In July 2021, the underwriter of the Company’s Initial Public Offering agreed to reduce its deferred underwriting fee to approximately $6,037,500. See Note 5. Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | |
Vicarious Surgical US Inc. [Member] | |||
Subsequent Events [Line Items] | |||
Subsequent Events | 13. SUBSEQUENT EVENTS Management has evaluated subsequent events occurring through September 23, 2021, the date that these financial statements were available to be issued and determined that other than the merger with D8 Holdings Corp, disclosed in Note 1, no additional subsequent events have occurred that would require recognition or disclosure in these financial statements other than those in this note. | 13. SUBSEQUENT EVENTS On April In March of 2021 the Company received proceeds of $1.5 On January -year Management has evaluated subsequent events occurring through June |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 8 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In May 2021, the Audit Committee of the Company, in consultation with management, concluded that, because of a misapplication of the accounting guidance related to its public and private placement warrants to purchase Class A ordinary shares that the Company issued in July 2020 (the “Warrants”), the Company’s previously issued financial statements for the Affected Periods should no longer be relied upon. As such, the Company is restating its financial statements for the Affected Periods included in this Annual Report. On April Historically, the Warrants were reflected as a component of equity as opposed to liabilities on the balance sheets and the statements of operations did not include the subsequent non -cash -40 -40 -40 Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no impact on net cash flows from operating, investing or financing activities. As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 346,421,401 $ — $ 346,421,401 Liabilities and shareholders’ equity Total current liabilities $ 126,220 $ — $ 126,220 Deferred legal fees — — Deferred underwriting commissions 12,075,000 — 12,075,000 Derivative warrant liabilities — 29,415,500 29,415,500 Total liabilities 12,201,220 29,415,500 41,616,720 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity 329,220,171 (29,415,491 ) 299,804,680 Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 161 291 452 Class B ordinary shares – $0.0001 par value 863 — 863 Additional paid-in-capital 5,160,164 9,301,230 14,461,394 Accumulated deficit (161,178 ) (9,301,230 ) (9,462,708 ) Total shareholders’ equity 5,000,010 (9 ) 5,000,001 Total liabilities and shareholders’ equity $ 346,421,401 $ — $ 346,421,401 Period From May 6, 2020 (Inception) As Previously Restatement As Restated Statement of Operations Loss from operations $ (352,308 ) $ — $ (352,308 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (8,613,000 ) (8,613,000 ) Financing cost derivative warrant liabilities — (688,530 ) (688,530 ) Interest earned on investments held in Trust Account 191,130 — 191,130 Total other (expense) income 191,130 (9,301,530 ) (9,110,400 ) Net loss $ (161,178 ) $ (9,301,530 ) $ (9,462,708 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,312,500 — 34,312,500 Basic and Diluted net loss per Class A share $ 0.01 — $ 0.01 Basic and Diluted weighted-average Class B ordinary shares outstanding 8,280,711 — 8,280,711 Basic and Diluted net loss per Class B share $ (0.04 ) $ (1.12 ) $ (1.17 ) Period From May 6, 2020 (Inception) As Previously Restatement As Restated Statement of Cash Flows Net loss $ (161,178 ) $ (9,301,530 ) $ (9,462,708 ) Change in fair value of derivative warrant liabilities — 8,613,000 8,613,000 Financing Costs – derivative warrant liabilities — 688,530 688,530 Net cash used in operating activities (427,301 ) — (427,301 ) Net cash used in investing activities (345,000,000 ) — (345,000,000 ) Net cash provided by financing activities 346,524,614 — 346,524,614 Net change in cash $ 1,097,313 $ — $ 1,097,313 In addition, the impact to the balance sheet dated July -K |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 8 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | NOTE 11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following tables contain unaudited consolidated quarterly financial information for the quarterly period ended September -Q As of September 30, 2020 As Previously Restatement As Unaudited Condensed Balance Sheet Total assets $ 346,471,407 $ — $ 346,471,407 Liabilities and shareholders’ equity Total current liabilities $ 132,667 $ — $ 132,667 Deferred underwriting commissions 12,075,000 — 12,075,000 Derivative warrant liabilities — 22,388,000 22,388,000 Total liabilities 12,207,667 22,388,000 34,595,667 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity 329,263,730 (22,388,000 ) 306,875,730 Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 157 224 381 Class B ordinary shares – $0.0001 par value 863 — 863 Additional paid-in-capital 5,116,609 2,273,806 7,390,415 Accumulated deficit (117,619 ) (2,274,030 ) (2,391,649 ) Total shareholders’ equity 5,000,010 — 5,000,010 Total liabilities and shareholders’ equity $ 346,471,407 $ — $ 346,471,407 Three Months Ended As Previously Restatement As Unaudited Condensed Statement of Operations Loss from operations $ (181,964 ) $ — $ (181,964 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (1,585,500 ) (1,585,500 ) Financing cost – derivative warrant liabilities — (688,530 ) (688,530 ) Interest earned on investments held in Trust Account 91,049 — 91,049 Total other (expense) income 91,049 (2,274,030 ) (2,182,981 ) Net loss $ (90,915 ) $ (2,274,030 ) $ (2,364,945 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,085,526 — 34,085,526 Basic and Diluted net loss per Class A share $ — — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 8,625,000 — 8,625,000 Basic and Diluted net loss per Class B share $ (0.02 ) $ (0.26 ) $ (0.28 ) Period From May 6, 2020 (Inception) As Previously Restatement As Unaudited Condensed Statement of Operations Loss from operations $ (208,668 ) $ — $ (208,668 ) Other (expense) income: Change in fair value of warrant liabilities — (1,585,500 ) (1,585,500 ) Financing costs — (688,530 ) (688,530 ) Interest earned on investments held in Trust Account 91,049 — 91,049 Total other (expense) income 91,049 (2,274,030 ) (2,182,981 ) Net loss $ (117,619 ) $ (2,274,030 ) $ (2,391,649 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,085,526 — 34,085,526 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 8,625,000 — 8,625,000 Basic and Diluted net loss per Class B share $ (0.02 ) $ (0.26 ) $ (0.29 ) Period From May 6, 2020 (Inception) As Previously Restatement As Unaudited Condensed Statement of Cash Flows Net loss $ (117,619 ) $ (2,274,030 ) $ (2,391,649 ) Change in fair value of derivative warrant liabilities — 1,585,500 1,585,500 Financing Costs – derivative warrant liabilities — 688,530 688,530 Net cash used in operating activities (347,771 ) — (347,771 ) Net cash used in investing activities (345,000,000 ) — (345,000,000 ) Net cash provided by financing activities 346,524,614 — 346,524,614 Net change in cash $ 1,176,843 $ — $ 1,176,843 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Nature of Business and Basis of Presentation [Line Items] | ||
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business Vicarious Surgical, Inc. (“Vicarious” or the “Company”) was incorporated in the state of Delaware on May 1, 2014, and is headquartered in Waltham, Massachusetts. The Company is currently developing its virtual reality surgical system using proprietary human -like The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP. On April 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with D8 Holdings Corp (“D8”) to affect a business combination between D8 and the Company with the Company surviving the merger as a wholly owned subsidiary of D8 (the “Business Combination”). On September 17, 2021, the Business Combination with D8 was consummated (the Closing”), and each share of Vicarious Surgical Inc. stock was exchanged for 3.29831 Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP may have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for the years ended December 31, 2020 and 2019. The condensed balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements of the Company. The unaudited condensed interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our financial position as of June 30, 2021, our results of operations, and shareholders’ deficit for the three and six -month -month | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business Vicarious Surgical Inc. (“Vicarious” or the “Company”) was incorporated in the state of Delaware on May -like The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative US GAAP. Going Concern Since inception, the Company has incurred cumulative operating losses and negative cash flows from operations. These operating losses have resulted in an accumulated deficit of $31.6 -generating The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Property and Equipment, Net [Line Items] | ||
PROPERTY AND EQUIPMENT, NET | 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: Estimated June 30, December 31, Machinery and equipment 3 to 5 years $ 552 $ 535 Furniture and fixed assets 3 to 7 years 153 103 Computer hardware and software 3 years 119 67 Leasehold improvements Lesser of lease term or asset life 1,085 24 Total property and equipment 1,909 729 Less accumulated depreciation (389 ) (284 ) Property and equipment, net $ 1,520 $ 445 In connection with the Waltham lease, the Company received $840 of leasehold improvements from its landlord. These leasehold improvements are being depreciated over the shorter of the lesser of the lease term or each asset’s life. The $840 non -cash -line Depreciation expense for the three and six months ended June 30, 2021 was $64 and $105 respectively. Machinery with a gross value of $232 was acquired for cash of $47 and equipment loans of $185 in 2019. This machinery had accumulated amortization of $126 and $97 at June 30, 2021 and December 31, 2020, respectively. | 3. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: Estimated December 31, 2020 2019 Machinery and equipment 3 to 5 years $ 535 $ 509 Furniture and fixed assets 3 to 7 years 103 46 Computer hardware and software 3 years 67 30 Leasehold improvements Lessor of lease term or asset life 24 24 Total property and equipment 729 609 Less accumulated depreciation (284 ) (127 ) Property and equipment, net $ 445 $ 482 Depreciation expense for the years ended December |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Accrued Expenses and Other Current Liabilities [Line Items] | ||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s components of accrued expenses and other current liabilities: As of June 30, December 31, Compensation and benefits related $ 559 $ 291 Professional services and other 1,326 103 Accrued interest 9 — Accrued expenses $ 1,894 $ 394 | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The following table summarizes the Company’s components of accrued expenses and other current liabilities (in thousands): Year Ended December 31, 2020 2019 Compensation and benefits related $ 291 $ 233 Professional services and other 103 81 Accrued expenses $ 394 $ 314 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Debt [Line Items] | ||
DEBT | 6. DEBT Term Loan In October 2020, the Company entered into a term loan that provides the Company with borrowings up to $3.5 million that becomes due on April 1, 2024. The loan consists of two tranches; a $1.5 million tranche which became available to the Company upon the close of the loan agreement in October 2020 and was available to the Company to draw through March 31, 2021. The second tranche of $2.0 million becomes available to the Company through September 30, 2021, upon the Company’s successful achievement of a milestone related to the development of the Company’s surgical robot. The term loan is interest -only -only -four The loan has no financial covenants but does contain monthly reporting requirements and gives the lender a first priority lien on all Company assets. In March of 2021, the Company borrowed the first tranche of $1.5 million. As of June 30, 2021, $1.5 million was outstanding on the term loan. Deferred Financing Costs In connection with the term loan, the Company incurred $0.1 million in expenses, inclusive of the warrant expense, which are included in other long -term Common Stock Warrant In connection with the term loan, the Company issued the lender a warrant to purchase 77,250 -cash -term Equipment Loans In March 2019, the Company entered into two equipment loans with a vendor for the purchase of manufacturing machinery. The equipment loans had an aggregate principal balance of $185 at inception, with forty -eight The following table represents the future payments required under the noncancellable equipment agreements: Years Ended December 31, 2021, excluding the six months ended June 30, 2021 $ 25 2022 50 2023 17 Total future equipment payments $ 92 | 6. DEBT Term Loan In October 2020, the Company entered into a term loan that provides the Company with borrowings up to $3.5 The term loan is interest -only -only -four The loan has no financial covenants but does contain monthly reporting requirements and gives the lender a first priority lien on all Company assets. There were no amounts outstanding on the term loan as of December Subsequent Events Deferred Financing Costs In connection with the term loan, the Company incurred $0.1 -term Common Stock Warrant In connection with the term loan, the Company issued the lender a warrant to purchase 77,250 -cash Equipment Loan s In March 2019, the Company entered into two equipment loans with a vendor for the purchase of manufacturing machinery. The equipment loans had an aggregate principal balance of $185 at inception, with forty -eight The following table represents the future payments, inclusive of $7 of interest, that is required under the noncancellable equipment agreements: Years Ended December 31, 2021 $ 50 2022 50 2023 17 Total future equipment payments $ 117 |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Income Taxes [Line Items] | ||
INCOME TAXES | 8. INCOME TAXES For the three and six month periods ended June 30, 2021 and the year ended December 31, 2020, the Company did not record a tax provision as the Company was in an overall loss position and maintains a full valuation allowance against its net deferred tax assets. | 8. INCOME TAXES The Company’s entire pretax loss for the years ended December The Company recorded a tax loss for the years ended December A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2020 2019 Income at US Statutory Rate 21 % 21 % State taxes, net of Federal benefit 6 % 6 % Permanent differences (1 )% (1 )% Tax credits 4 % 6 % Change in valuation allowance (30 )% (33 )% Other 0 % 0 % 0 % 0 % The Company’s deferred tax assets and (liabilities) are as follows Year Ended December 31, 2020 2019 Deferred Tax Assets: Net operating loss carryforwards $ 7,602 $ 4,178 Tax credits 1,244 792 Share based compensation 23 8 Accruals and reserves 23 81 Depreciation and amortization 104 81 Total deferred tax assets before valuation allowance 8,996 5,140 Valuation allowance (8,996 ) (5,140 ) Net deferred tax assets $ — $ — As of December The Company has incurred losses since inception that would generally be available to reduce future taxable income. As of December As of December The future realization of the Company’s net operating loss carryforwards and other tax attributes may also be limited by the change in ownership rules under Code Section 382. Under Section 382 of the Code, if a corporation undergoes an “ownership change” (as defined in Section 382 of the Code), the corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income may be limited. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes. The Company files income tax returns in the U.S. federal jurisdiction and in any state and local jurisdiction in which it operates. The Company is subject to tax examination by various taxing authorities. The Company is not currently under examination and is not aware of any issues under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period. As of December The calculation and assessment of the Company’s tax exposures generally involve the uncertainties in the application of complex tax laws and regulations for federal, state and local jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation, on the basis of the technical merits. As of December |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Stock-Based Compensation [Line Items] | ||
STOCK-BASED COMPENSATION | 10. STOCK-BASED COMPENSATION 2014 Plan -based three -year The Company grants stock options to employees at exercise prices deemed by the Board of Directors to be equal to the fair value of the common stock at the time of grant. The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black -Scholes -party -length During the three and six months ended June 30, 2021, the Company granted options to purchase 89,000, and 1,148,758 -Scholes -pricing Three Months Six Months Risk -free 1.11% – 1.13% 0.45% – 1.13% Expected lives, in years 5.99 – 6.08 5.20 – 6.11 Dividend yield — — Expected volatility 70.64% – 70.92% 69.66% – 71.02% Fair value of Common Stock $9.50 $6.26 – $9.50 The risk -free -employee -average At June 30, 2021, the total gross unrecognized stock -based -average Total stock -based -based For the Three Months For the Six Months 2021 2020 2021 2020 Research and development $ 145 $ 60 $ 256 $ 133 Sales and marketing 21 0 36 (19 ) General and administrative 203 21 333 44 Total $ 369 $ 81 $ 625 $ 158 The Company plans to generally issue previously unissued shares of common stock for the exercise of stock options. There were 776,458 The option activity of the Plan for the three and six months ended June 30, 2021, is as follows: Options Exercise Remaining Outstanding at January 1, 2021 2,695,482 $ 1.01 7.89 Granted 1,148,758 6.51 9.40 Exercised (132,207 ) 0.84 3.86 Repurchased, cancelled, forfeited, or expired (120,522 ) 2.39 — Options vested and expected to vest at June 30, 2021 3,591,511 $ 2.73 8.07 The weighted -average The weighted -average Common Stock Reserved for Future Issuance As of June 30, 2021 and December 31, 2020, the Company has reserved the following shares of Common Stock for future issuance: As of June 30, December 31, Common Stock options outstanding 3,592 2,695 Shares available for issuance under the Plan 699 1,728 Warrants 77 77 Class A shares 6,000 6,000 Convertible Preferred Stock outstanding 20,177 20,177 Convertible Preferred Stock available 1,395 1,395 Total shares of authorized Common Stock reserved for future issuance 31,940 32,072 | 10. Stock -based Compensation 2014 Plan -based Plan and determines the exercise price of options, purchase price for restricted stock, the rates at which awards vest, and the other terms and conditions of the awards. Options and restricted stock generally vest 25% upon the first anniversary of the grant date and at the rate of 6.25% per quarter thereafter over a three -year The Company grants stock options to employees at exercise prices deemed by the Board of Directors to be equal to the fair value of the common stock at the time of grant. The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black -Scholes -party -length During the years ended December -Scholes -pricing 2020 2019 Risk-free interest rate 0.26% – 0.53% 1.44% – 1.87% Expected lives, in years 5.00 – 6.08 5.07 – 6.13 Dividend yield — — Expected volatility 67.45% – 70.36% 56.18% – 60.17% Fair value of Common Stock $1.34 $1.22 The risk -free -employee -average At December -based -average Total stock -based -based 2020 2019 Research and development $ 335 $ 220 Sales and marketing (6 ) 31 General and administrative 119 86 Total $ 448 $ 336 The Company plans to generally issue previously unissued shares of common stock for the exercise of stock options. There were 1,804,694 The option activity of the Plan for the years ended December Weighted-Average Remaining Outstanding at January 1, 2019 1,407,669 $ 0.51 6.74 Granted 1,188,093 1.22 9.62 Exercised (77,605 ) 0.39 5.57 Repurchased, cancelled, forfeited, or expired (80,000 ) 0.73 — Outstanding at January 1, 2020 2,438,157 $ 0.86 8.40 Granted 1,035,615 1.34 9.77 Exercised (132,456 ) 0.32 3.07 Repurchased, cancelled, forfeited, or expired (645,834 ) 1.10 — Outstanding at December 31, 2020 2,695,482 $ 1.01 7.89 Options vested – December 31, 2020 1,178,984 $ 0.68 6.06 Options vested and expected to vest at December 31, 2020 2,695,482 $ 1.01 7.89 The weighted -average Common Stock Reserved for Future Issuance As of December Year Ended December 31, 2020 2019 Common Stock options outstanding 2,695 2,438 Shares available for issuance under the Plan 1,728 457 Warrants 77 — Class A shares 6,000 6,000 Convertible Preferred Stock outstanding 20,177 16,034 Convertible Preferred Stock available 1,395 — Total shares of authorized Common Stock reserved for future issuance 32,072 24,929 |
Employee Retirement Plan
Employee Retirement Plan | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Employee Retirement Plan [Line Items] | ||
EMPLOYEE RETIREMENT PLAN | 11. EMPLOYEE RETIREMENT PLAN The Company maintains the Vicarious Surgical, Inc. 401(k) plan, under Section 401(k) of the Internal Revenue Code, covering all eligible employees. Employees of the Company may participate in the 401(k) Plan after three months of service and must be 21 years of age. The Company offers a company -funded | 11. EMPLOYEE RETIREMENT PLAN The Company maintains the Vicarious Surgical Inc. 401(k) plan, under Section 401(k) of the Code, covering all eligible employees. Employees of the Company must be at least 21 years of age and have three months of service with the Company to participate in the 401(k) Plan. The Company offers a company -funded |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Net Loss Per Share [Line Items] | ||
NET LOSS PER SHARE | 12. NET LOSS PER SHARE The Company computes basic loss per share using net loss attributable to Vicarious Surgical, Inc. common shareholders and the weighted -average -based For the Three Months For the Six Months 2021 2020 2021 2020 Numerator for basic and diluted net loss per share: Net loss $ (6,638 ) $ (3,047 ) $ (11,869 ) $ (5,750 ) Denominator for basic and diluted net loss per share: Weighted average shares 6,454,329 5,564,961 6,404,522 5,664,032 Net loss per share of Class A and Class B common stock – basic and diluted $ (1.03 ) $ (0.55 ) $ (1.85 ) $ (1.02 ) For the three and six months ended June 30, 2021 and 2020 the effect of dilutive securities, including non -vested | 12. Net Loss Per Share The Company computes basic loss per share using net loss attributable to Vicarious Surgical Inc. common shareholders and the weighted -average -based For the Year Ended 2020 2019 Numerator for basic and diluted net loss per share: Net loss $ (12,875 ) $ (9,314 ) Denominator for basic and diluted net loss per share: Weighted average shares 5,809,312 4,916,432 Net loss per Class A and Class B common share – basic and diluted $ (2.22 ) $ (1.89 ) For the years ended December -vested |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S -X The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10K/A filed with the SEC on May 24, 2021. | Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. As described in Note 2 — Restatement of Previously Issued Financial Statements and Note 11 — Quarterly Financial Information (unaudited), the Company’s financial statements for the period from May -K | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging growth company As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated condensed financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short -term | Cash and Cash Equivalents The Company considers all short -term | |
Investments Held in the Trust Account | Investments Held in Trust Accounts The Company’s portfolio of investments held in the Trust Accounts are comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Accounts are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Accounts are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in net gain from investments held in Trust Accounts in the accompanying unaudited consolidated condensed statements of operations. The estimated fair values of investments held in the Trust Accounts are determined using available market information. | Investments Held in the Trust Account The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in gain on Investments Held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. | |
Concentrations of Credit Risk and Off-Balance-Sheet Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Accounts. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentrations of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000, and investments held in Trust Account. At December | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three -tier • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of December -term The fair value of Public Warrants, was calculated using a binomial/lattice model that assumes optimal exercise of the Company’s redemption option, including the make whole table, at the earliest possible date. The fair value of Private Warrants was calculated using the Black -Scholes | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering -operating | ||
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued shares purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed -40 -measurement -Scholes | Derivative Warrant liabilities The Company does not use derivative instruments to hedge its exposures to cash flow, market or foreign currency risks. Management evaluates all of the Company’s financial instruments, including issued Warrants to purchase its Class A ordinary shares, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815 -15 -assessed The Company issued 17,250,000 Warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 8,900,000 Private Placement Warrants. All of the Company’s outstanding Warrants are recognized as derivative liabilities in accordance with ASC 815 -40 -measurement -Scholes | |
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2021 and December 31, 2020, 27,559,115 and 29,980,468 Class A ordinary shares subject to possible redemption are presented as temporary equity, respectively, outside of the shareholders’ equity section of the Company’s consolidated condensed balance sheets. | Class A Ordinary Shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Shares of conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December | |
Income Taxes | Income Taxes FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income taxes ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
Net Loss Per share | Net Income (Loss) per Ordinary Share The Company’s condensed statements of operations include a presentation of net income (loss) per share for Class A ordinary shares subject to possible redemption in a manner similar to the two -class The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of over -allotment -dilutive The following table reflects the calculation of basic and diluted net income (loss) per ordinary share: For the For the For the Class A ordinary shares Numerator: Net gain from investments held in Trust Accounts $ 6,973 $ 74,244 $ — Net income attributable to Class A ordinary shares $ 6,973 $ 74,244 $ — Denominator: Weighted average shares outstanding of Class A ordinary shares, basic and diluted 34,500,000 34,500,000 — Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 $ — Class B ordinary shares Numerator: Net loss $ (21,029,994 ) $ (24,213,521 ) $ (26,704 ) Less: Net income attributable to Class A ordinary shares (6,973 ) (74,244 ) — Net loss attributable to Class B ordinary shares $ (21,036,967 ) $ (24,287,765 ) $ (26,704 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,625,000 8,625,000 7,500,000 Basic and diluted net loss per share, Class B ordinary shares $ (2.44 ) $ (2.82 ) $ (0.00 ) | Net loss per ordinary share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the Warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 26,150,000 -dilutive The Company’s statement of operations include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two -class | |
Recently Issued Accounting Standards | Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020 -06 -20 -40 -06 -linked -06 | Recent accounting pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020 -06 Debt — debt with Conversion and Other Options (Subtopic 470 -20 ) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815 -40 ): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity -06 -linked -06 The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |
Offering costs | Offering costs Offering costs consist legal, accounting, underwriting fees and other costs incurred in connection with the formation and preparation for the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non -operating | ||
Vicarious Surgical US Inc. [Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern, depreciation of property and equipment, the Company’s enterprise value, fair value of financial instruments, and contingencies. Actual results may differ from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods presented. Estimates are used for, but are not limited to, the Company’s ability to continue as a going concern, depreciation of property and equipment, the Company’s enterprise value, fair value of financial instruments, and contingencies. Actual results may differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. | Cash and Cash Equivalents Cash and cash equivalents consist of checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to be cash equivalents. | |
Concentrations of Credit Risk and Off-Balance-Sheet Risk | Concentrations of Credit Risk and Off-Balance-Sheet Risk The Company has no significant off -balance-sheet -credit | Concentrations of Credit Risk and Off-Balance-Sheet Risk The Company has no significant off -balance-sheet -credit | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The framework provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Level 3 | Fair Value of Financial Instruments US GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The framework provides a fair value hierarchy that prioritizes the inputs for the valuation techniques. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) and minimizes the use of unobservable inputs. The most observable inputs are used, when available. The three levels of the fair value hierarchy are described as follows: Level 1 Level 2 Level 3 | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Accounting for Income Taxes The Company recognizes deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax -planning The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. | Income Taxes The Company accounts for income taxes under the asset and liability method pursuant to ASC 740, Accounting for Income Taxes The Company recognizes deferred tax assets to the extent that management believes that these assets are more likely than not to be realized in the future. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax -planning The Company provides reserves for potential payments of taxes to various tax authorities related to uncertain tax positions. Amounts recognized are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be sustained on audit. The amount recognized is equal to the largest amount that is more than 50% likely to be sustained. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. | |
Net Loss Per share | Net Loss Per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, stock warrants and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti -dilutive The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti -dilutive | Net Loss Per share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common stock. For purpose of this calculation, outstanding stock options, stock warrants and convertible preferred stock are considered potential dilutive common stock and are excluded from the computation of net loss per share as their effect is anti -dilutive The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to be outstanding if their effect is anti -dilutive | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Updates (“ASU”) No. 2016 -02 Leases (Topic 842) -02 In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments -Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) -13 -13 -04 Codification Improvements to Topic 326, Financial Instruments -Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments -13 In December 2019, the FASB issued ASU No. 2019 -12 Simplifying the Accounting for Income Taxes -12 -period -12 | Recently Issued Accounting Standards In February 2016, the FASB issued Accounting Standards Updates (“ASU”) No. 2016 -02 Leases (Topic 842) -02 In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments -Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) -13 -13 -04 Codification Improvements to Topic 326, Financial Instruments -Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments -13 In December 2019, the FASB issued ASU No. 2019 -12 Simplifying the Accounting for Income Taxes -12 -period compliance with new or revised financial accounting standards until a company that is not an issuer is required to comply with such standards, for annual reporting periods beginning after December -12 | |
Restricted Cash | Restricted Cash The Company has an agreement to maintain a cash balance of $622 and $118 at June 30, 2021 and December 31, 2020, respectively as collateral for letters of credit related to the Company’s leases. The balance is classified as long -term | Restricted Cash The Company has an agreement to maintain a cash balance of $118 and $148 at December -term | |
Short-Term Investments | Short-Term Investments All of the Company’s investments, which consist of certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the three and six month periods ended June 30, 2021 and year ended December 31, 2020. The Company holds no short -term | Short -Term Investments All of the Company’s investments, which consist of certificates of deposit, are classified as available for sale and are carried at fair value. There were no unrealized gains for the years ended December | |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight -line ESTIMATED USEFUL LIFE Computer equipment and software 3 years Manufacturing equipment 3 -5 Furniture and fixtures 3 -7 Leasehold improvements lesser of useful life or remaining lease term | Property and Equipment Property and equipment are recorded at cost. Expenditures for repairs and maintenance are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is included in the determination of net loss. Depreciation is calculated using the straight -line ESTIMATED USEFUL LIFE Computer equipment and software 3 years Manufacturing equipment 3 – 5 years Furniture and fixtures 3 – 7 years Leasehold improvements lesser of useful life or remaining lease term | |
Deferred Transaction Costs | Deferred Transaction Costs As part of the contemplated reverse recapitalization transaction with D8, the details of which are discussed in an initial S -4 -in | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long -lived -lived | Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long -lived -lived | |
Classification of Convertible Preferred Stock | Classification of Convertible Preferred Stock The Company classifies convertible preferred stock outside of stockholders’ deficit on its balance sheets as the requirements of triggering a deemed liquidation event are not within the Company’s control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 9). The Company adjusts the carrying value of the convertible preferred stock to its redemption values when it becomes probable a redemption event will occur. | Classification of Convertible Preferred Stock The Company classifies convertible preferred stock outside of stockholders’ deficit on its balance sheets as the requirements of triggering a deemed liquidation event are not within the Company’s control. In the event of a deemed liquidation event, the proceeds from the event are distributed in accordance with liquidation preferences (Note 9). The Company adjusts the carrying value of the convertible preferred stock to its redemption values when it becomes probable a redemption event will occur. | |
Guarantees and Indemnifications | Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through June 30, 2021, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding. The Company does not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related liabilities have been established. | Guarantees and Indemnifications As permitted under Delaware law, the Company indemnifies its officers, directors, consultants and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. Through December | |
Research and Development | Research and Development Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and webservices, legal, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed. | Research and Development Research and development costs are expensed in the period incurred. Research and development costs include payroll and personnel expenses, consulting costs, software and webservices, legal, raw materials and allocated overhead such as depreciation and amortization, rent and utilities. Advance payments for goods and services to be used in future research and development activities are recorded as prepaid expenses and are expensed over the service period as the services are provided or when the goods are consumed. | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock -based -based The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black -Scholes -party | Stock-Based Compensation The Company accounts for all stock -based -based The fair value of the Company’s stock options and warrants on the date of grant is determined by a Black -Scholes -party | |
Comprehensive Loss | Comprehensive Loss There were no differences between net loss and comprehensive loss presented in the statements of operations for the three and six month periods ended June 30, 2021 and 2020. | Comprehensive Loss There were no differences between net loss and comprehensive loss presented in the statements of operations for 2020 and 2019. | |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM’) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular concentration is focused on the development of its virtual reality surgical system. | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM’) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s chief executive officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s singular concentration is focused on the development of its virtual reality surgical system. | |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. | Emerging Growth Company Status The Company is an “emerging growth company,” (“EGC”) as defined in the Jumpstart Our Business Startups Act, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. The Company may take advantage of these exemptions until it is no longer an EGC under Section 107 of the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company Financial Accounting Standards Board (“FASB”) standards’ effective dates. The Company may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of an offering or such earlier time that it is no longer an EGC. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | |||
Schedule of basic and diluted net income (loss) per ordinary share | For the For the For the Class A ordinary shares Numerator: Net gain from investments held in Trust Accounts $ 6,973 $ 74,244 $ — Net income attributable to Class A ordinary shares $ 6,973 $ 74,244 $ — Denominator: Weighted average shares outstanding of Class A ordinary shares, basic and diluted 34,500,000 34,500,000 — Basic and diluted net income per share, Class A ordinary shares $ 0.00 $ 0.00 $ — Class B ordinary shares Numerator: Net loss $ (21,029,994 ) $ (24,213,521 ) $ (26,704 ) Less: Net income attributable to Class A ordinary shares (6,973 ) (74,244 ) — Net loss attributable to Class B ordinary shares $ (21,036,967 ) $ (24,287,765 ) $ (26,704 ) Denominator: Weighted average shares outstanding of Class B ordinary shares, basic and diluted 8,625,000 8,625,000 7,500,000 Basic and diluted net loss per share, Class B ordinary shares $ (2.44 ) $ (2.82 ) $ (0.00 ) | ||
Vicarious Surgical US Inc. [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Tables) [Line Items] | |||
Schedule of basic and diluted net income (loss) per ordinary share | For the Three Months For the Six Months 2021 2020 2021 2020 Numerator for basic and diluted net loss per share: Net loss $ (6,638 ) $ (3,047 ) $ (11,869 ) $ (5,750 ) Denominator for basic and diluted net loss per share: Weighted average shares 6,454,329 5,564,961 6,404,522 5,664,032 Net loss per share of Class A and Class B common stock – basic and diluted $ (1.03 ) $ (0.55 ) $ (1.85 ) $ (1.02 ) | For the Year Ended 2020 2019 Numerator for basic and diluted net loss per share: Net loss $ (12,875 ) $ (9,314 ) Denominator for basic and diluted net loss per share: Weighted average shares 5,809,312 4,916,432 Net loss per Class A and Class B common share – basic and diluted $ (2.22 ) $ (1.89 ) | |
Schedule of depreciation calculated using straight-line method over the estimated useful lives | ESTIMATED USEFUL LIFE Computer equipment and software 3 years Manufacturing equipment 3 -5 Furniture and fixtures 3 -7 Leasehold improvements lesser of useful life or remaining lease term | ESTIMATED USEFUL LIFE Computer equipment and software 3 years Manufacturing equipment 3 – 5 years Furniture and fixtures 3 – 7 years Leasehold improvements lesser of useful life or remaining lease term |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 8 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value Measurements (Tables) [Line Items] | |||
Schedule of assets that are measured at fair value on a recurring basis | Fair Value Measured as of June 30, 2021 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Accounts – U.S. Treasury Securities (1) $ 345,265,374 $ — $ — $ 345,265,374 Liabilities: Warrant liabilities – public warrants $ 28,635,000 $ — $ — $ 28,635,000 Warrant liabilities – private warrants $ — $ — $ 22,072,000 $ 22,072,000 Fair Value Measured as of December 31, 2020 Level 1 Level 2 Level 3 Total Assets Investments held in Trust Accounts – U.S. Treasury Securities (2) $ 345,191,130 $ — $ — $ 345,191,130 Liabilities: Warrant liabilities – public warrants $ 18,112,500 $ — $ — $ 18,112,500 Warrant liabilities – private warrants $ — $ — $ 11,303,000 $ 11,303,000 (1) Includes $762 in cash and $6,244 in money market funds that invest in U.S. Government Securities. (2) Includes $879 in cash and $94,427 of money market funds that invest in U.S. Government Securities. | Description Quoted Significant Significant Assets: U. S. Treasury Securities $ 345,191,130 $ — $ — Liabilities: Derivative warrant liabilities – Public Warrants $ 18,112,500 $ — $ — Derivative warrant liabilities – Private Warrants $ — $ — $ 11,303,000 | |
Schedule of change in the fair value of the Level 3 warrant liabilities | Warrant liabilities at December 31, 2020 $ 11,303,000 Change in fair value of warrant liabilibites — Warrant liabilities at March 31, 2021 11,303,000 Change in fair value of warrant liabilibites 10,769,000 Warrant liabilities at June 30, 2021 $ 22,072,000 | ||
Schedule of quantitative information regarding Level 3 fair value measurements | June 30, December 31, Exercise price $ 11.50 $ 11.50 Stock Price $ 9.97 $ 10.16 Term (in years) 5.30 5.50 Volatility 50.00 % 23.50 % Risk-free interest rate 0.90 % 0.50 % Dividend yield 0.00 % 0.00 % | Initial As of Volatility 23.5 % 23.5 % Stock price $ 9.72 $ 10.16 Expected life of the options to convert 5.5 5.5 Risk-free rate 0.4 % 0.5 % Dividend yield 0.0 % 0.0 % | |
Schedule of change in the fair value of the derivative warrant liabilities measured with Level 3 inputs | Derivative warrant liabilities at May 6, 2020 (inception) $ — Issuance of Public and Private Warrants, Level 3 measurements 20,802,500 Transfer of Public Warrants to Level 1 (11,902,500 ) Change in fair value of derivative warrant liabilities, Level 3 2,403,000 Derivative warrant liabilities – Level 3, at December 31, 2020 $ 11,303,000 | ||
Vicarious Surgical US Inc. [Member] | |||
Fair Value Measurements (Tables) [Line Items] | |||
Schedule of financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs | June 30, 2021 Quoted Prices Significant Significant Total Assets: Money market funds $ 6,551 $ — $ — $ 6,551 Total assets $ 6,551 $ — $ — $ 6,551 December 31, 2020 Quoted Prices Significant Significant Total Assets: Money market funds $ 15,768 $ — $ — $ 15,768 Total assets $ 15,768 $ — $ — $ 15,768 | December 31, 2020 Quoted Prices Significant Significant Total Assets: Money market funds $ 15,768 $ — $ — $ 15,768 Total assets $ 15,768 $ — $ — $ 15,768 December 31, 2019 Quoted Prices Significant Significant Total Assets: Money market funds $ 1,758 $ — $ — $ 1,758 Certificates of deposit — 13,324 — 13,324 Total assets $ 1,758 $ 13,324 $ — $ 15,082 |
Restatement of Previously Iss_2
Restatement of Previously Issued Financial Statements (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |
Schedule of restatement of balance sheets | As of December 31, 2020 As Previously Restatement As Restated Balance Sheet Total assets $ 346,421,401 $ — $ 346,421,401 Liabilities and shareholders’ equity Total current liabilities $ 126,220 $ — $ 126,220 Deferred legal fees — — Deferred underwriting commissions 12,075,000 — 12,075,000 Derivative warrant liabilities — 29,415,500 29,415,500 Total liabilities 12,201,220 29,415,500 41,616,720 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity 329,220,171 (29,415,491 ) 299,804,680 Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 161 291 452 Class B ordinary shares – $0.0001 par value 863 — 863 Additional paid-in-capital 5,160,164 9,301,230 14,461,394 Accumulated deficit (161,178 ) (9,301,230 ) (9,462,708 ) Total shareholders’ equity 5,000,010 (9 ) 5,000,001 Total liabilities and shareholders’ equity $ 346,421,401 $ — $ 346,421,401 |
Schedule of restatement of operations | Period From May 6, 2020 (Inception) As Previously Restatement As Restated Statement of Operations Loss from operations $ (352,308 ) $ — $ (352,308 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (8,613,000 ) (8,613,000 ) Financing cost derivative warrant liabilities — (688,530 ) (688,530 ) Interest earned on investments held in Trust Account 191,130 — 191,130 Total other (expense) income 191,130 (9,301,530 ) (9,110,400 ) Net loss $ (161,178 ) $ (9,301,530 ) $ (9,462,708 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,312,500 — 34,312,500 Basic and Diluted net loss per Class A share $ 0.01 — $ 0.01 Basic and Diluted weighted-average Class B ordinary shares outstanding 8,280,711 — 8,280,711 Basic and Diluted net loss per Class B share $ (0.04 ) $ (1.12 ) $ (1.17 ) |
Schedule of restatement of cash flows | Period From May 6, 2020 (Inception) As Previously Restatement As Restated Statement of Cash Flows Net loss $ (161,178 ) $ (9,301,530 ) $ (9,462,708 ) Change in fair value of derivative warrant liabilities — 8,613,000 8,613,000 Financing Costs – derivative warrant liabilities — 688,530 688,530 Net cash used in operating activities (427,301 ) — (427,301 ) Net cash used in investing activities (345,000,000 ) — (345,000,000 ) Net cash provided by financing activities 346,524,614 — 346,524,614 Net change in cash $ 1,097,313 $ — $ 1,097,313 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 8 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited condensed balance sheet | As of September 30, 2020 As Previously Restatement As Unaudited Condensed Balance Sheet Total assets $ 346,471,407 $ — $ 346,471,407 Liabilities and shareholders’ equity Total current liabilities $ 132,667 $ — $ 132,667 Deferred underwriting commissions 12,075,000 — 12,075,000 Derivative warrant liabilities — 22,388,000 22,388,000 Total liabilities 12,207,667 22,388,000 34,595,667 Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity 329,263,730 (22,388,000 ) 306,875,730 Preference shares – $0.0001 par value — — — Class A ordinary shares – $0.0001 par value 157 224 381 Class B ordinary shares – $0.0001 par value 863 — 863 Additional paid-in-capital 5,116,609 2,273,806 7,390,415 Accumulated deficit (117,619 ) (2,274,030 ) (2,391,649 ) Total shareholders’ equity 5,000,010 — 5,000,010 Total liabilities and shareholders’ equity $ 346,471,407 $ — $ 346,471,407 |
Schedule of unaudited condensed statement of operations | Three Months Ended As Previously Restatement As Unaudited Condensed Statement of Operations Loss from operations $ (181,964 ) $ — $ (181,964 ) Other (expense) income: Change in fair value of derivative warrant liabilities — (1,585,500 ) (1,585,500 ) Financing cost – derivative warrant liabilities — (688,530 ) (688,530 ) Interest earned on investments held in Trust Account 91,049 — 91,049 Total other (expense) income 91,049 (2,274,030 ) (2,182,981 ) Net loss $ (90,915 ) $ (2,274,030 ) $ (2,364,945 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,085,526 — 34,085,526 Basic and Diluted net loss per Class A share $ — — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 8,625,000 — 8,625,000 Basic and Diluted net loss per Class B share $ (0.02 ) $ (0.26 ) $ (0.28 ) Period From May 6, 2020 (Inception) As Previously Restatement As Unaudited Condensed Statement of Operations Loss from operations $ (208,668 ) $ — $ (208,668 ) Other (expense) income: Change in fair value of warrant liabilities — (1,585,500 ) (1,585,500 ) Financing costs — (688,530 ) (688,530 ) Interest earned on investments held in Trust Account 91,049 — 91,049 Total other (expense) income 91,049 (2,274,030 ) (2,182,981 ) Net loss $ (117,619 ) $ (2,274,030 ) $ (2,391,649 ) Basic and Diluted weighted-average Class A ordinary shares outstanding 34,085,526 — 34,085,526 Basic and Diluted net loss per Class A share $ 0.00 — $ 0.00 Basic and Diluted weighted-average Class B ordinary shares outstanding 8,625,000 — 8,625,000 Basic and Diluted net loss per Class B share $ (0.02 ) $ (0.26 ) $ (0.29 ) |
Schedule of unaudited condensed statement of cash flows | Period From May 6, 2020 (Inception) As Previously Restatement As Unaudited Condensed Statement of Cash Flows Net loss $ (117,619 ) $ (2,274,030 ) $ (2,391,649 ) Change in fair value of derivative warrant liabilities — 1,585,500 1,585,500 Financing Costs – derivative warrant liabilities — 688,530 688,530 Net cash used in operating activities (347,771 ) — (347,771 ) Net cash used in investing activities (345,000,000 ) — (345,000,000 ) Net cash provided by financing activities 346,524,614 — 346,524,614 Net change in cash $ 1,176,843 $ — $ 1,176,843 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Property and Equipment, Net (Tables) [Line Items] | ||
Schedule of property and equipment, net | Estimated June 30, December 31, Machinery and equipment 3 to 5 years $ 552 $ 535 Furniture and fixed assets 3 to 7 years 153 103 Computer hardware and software 3 years 119 67 Leasehold improvements Lesser of lease term or asset life 1,085 24 Total property and equipment 1,909 729 Less accumulated depreciation (389 ) (284 ) Property and equipment, net $ 1,520 $ 445 | Estimated December 31, 2020 2019 Machinery and equipment 3 to 5 years $ 535 $ 509 Furniture and fixed assets 3 to 7 years 103 46 Computer hardware and software 3 years 67 30 Leasehold improvements Lessor of lease term or asset life 24 24 Total property and equipment 729 609 Less accumulated depreciation (284 ) (127 ) Property and equipment, net $ 445 $ 482 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Accrued Expenses and Other Current Liabilities (Tables) [Line Items] | ||
Schedule of Accrued expenses and other current liabilities | As of June 30, December 31, Compensation and benefits related $ 559 $ 291 Professional services and other 1,326 103 Accrued interest 9 — Accrued expenses $ 1,894 $ 394 | Year Ended December 31, 2020 2019 Compensation and benefits related $ 291 $ 233 Professional services and other 103 81 Accrued expenses $ 394 $ 314 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Debt (Tables) [Line Items] | ||
Schedule of future payments required under the noncancellable equipment agreements | Years Ended December 31, 2021, excluding the six months ended June 30, 2021 $ 25 2022 50 2023 17 Total future equipment payments $ 92 | Years Ended December 31, 2021 $ 50 2022 50 2023 17 Total future equipment payments $ 117 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Commitments and Contingencies (Tables) [Line Items] | ||
Schedule of future minimum lease payments | Years Ended December 31, 2021, excluding the six months ended June 30, 2021 $ 392 2022 1,397 2023 1,675 2024 1,334 2025 1,376 Thereafter 4,631 Total future minimum lease payments $ 10,805 | Years Ended December 31, 2021 $ 418 2022 428 2023 436 Total future minimum lease payments $ 1,282 |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholders’ Deficit (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Convertible Preferred Stock and Stockholders’ Deficit (Tables) [Line Items] | ||
Schedule of Convertible Preferred Stock authorized, issued | Convertible Preferred Stock Classes June 30, December 31, Series A Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 5,075,585 shares, (liquidation preference of $6,572 at June 30, 2021 and December 31, 2020). $ 6,477 $ 6,477 Series A1 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 7,915,363 shares, (liquidation preference of $16,760 at June 30, 2021 and December 31, 2020). 16,678 16,678 Series A2 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 3,043,029 shares, (liquidation preference of $10,000 at June 30, 2021 and December 31, 2020). 9,995 9,995 Series A3 Convertible Preferred Stock $0.0001 par value – 5,538,308 shares authorized, and 4,143,304 shares issued and outstanding, (liquidation preference of $13,616 at June 30, 2021 and no shares authorized, issued or outstanding at December 31, 2020). 13,520 13,520 Total $ 46,670 $ 46,670 | Years Ended December 31, Convertible Preferred Stock Classes 2020 2019 Series A Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 5,075,585 shares, (liquidation preference of $6,572 at December 31, 2020 and 2019). $ 6,477 $ 6,477 Series A1 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 7,915,363 shares, (liquidation preference of $16,760 at December 31, 2020 and 2019). 16,678 16,678 Series A2 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 3,043,029 shares, (liquidation preference of $10,000 at December 31, 2020 and 2019). 9,995 9,995 Series A3 Convertible Preferred Stock $0.0001 par value – 5,538,308 shares authorized, and 4,143,304 shares issued and outstanding, (liquidation preference of $13,616 at December 31, 2020 and no shares authorized, issued or outstanding at December 31, 2019). 13,520 — Total $ 46,670 $ 33,150 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) - Vicarious Surgical US Inc. [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Stock-Based Compensation (Tables) [Line Items] | ||
Schedule of black-scholes option-pricing mode | Three Months Six Months Risk -free 1.11% – 1.13% 0.45% – 1.13% Expected lives, in years 5.99 – 6.08 5.20 – 6.11 Dividend yield — — Expected volatility 70.64% – 70.92% 69.66% – 71.02% Fair value of Common Stock $9.50 $6.26 – $9.50 | 2020 2019 Risk-free interest rate 0.26% – 0.53% 1.44% – 1.87% Expected lives, in years 5.00 – 6.08 5.07 – 6.13 Dividend yield — — Expected volatility 67.45% – 70.36% 56.18% – 60.17% Fair value of Common Stock $1.34 $1.22 |
Schedule of total stock-based compensation expense | For the Three Months For the Six Months 2021 2020 2021 2020 Research and development $ 145 $ 60 $ 256 $ 133 Sales and marketing 21 0 36 (19 ) General and administrative 203 21 333 44 Total $ 369 $ 81 $ 625 $ 158 | 2020 2019 Research and development $ 335 $ 220 Sales and marketing (6 ) 31 General and administrative 119 86 Total $ 448 $ 336 |
Schedule of the option activity of the Plan | Options Exercise Remaining Outstanding at January 1, 2021 2,695,482 $ 1.01 7.89 Granted 1,148,758 6.51 9.40 Exercised (132,207 ) 0.84 3.86 Repurchased, cancelled, forfeited, or expired (120,522 ) 2.39 — Options vested and expected to vest at June 30, 2021 3,591,511 $ 2.73 8.07 | Weighted-Average Remaining Outstanding at January 1, 2019 1,407,669 $ 0.51 6.74 Granted 1,188,093 1.22 9.62 Exercised (77,605 ) 0.39 5.57 Repurchased, cancelled, forfeited, or expired (80,000 ) 0.73 — Outstanding at January 1, 2020 2,438,157 $ 0.86 8.40 Granted 1,035,615 1.34 9.77 Exercised (132,456 ) 0.32 3.07 Repurchased, cancelled, forfeited, or expired (645,834 ) 1.10 — Outstanding at December 31, 2020 2,695,482 $ 1.01 7.89 Options vested – December 31, 2020 1,178,984 $ 0.68 6.06 Options vested and expected to vest at December 31, 2020 2,695,482 $ 1.01 7.89 |
Schedule of shares of Common Stock for future issuance | As of June 30, December 31, Common Stock options outstanding 3,592 2,695 Shares available for issuance under the Plan 699 1,728 Warrants 77 77 Class A shares 6,000 6,000 Convertible Preferred Stock outstanding 20,177 20,177 Convertible Preferred Stock available 1,395 1,395 Total shares of authorized Common Stock reserved for future issuance 31,940 32,072 | Year Ended December 31, 2020 2019 Common Stock options outstanding 2,695 2,438 Shares available for issuance under the Plan 1,728 457 Warrants 77 — Class A shares 6,000 6,000 Convertible Preferred Stock outstanding 20,177 16,034 Convertible Preferred Stock available 1,395 — Total shares of authorized Common Stock reserved for future issuance 32,072 24,929 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Net Loss Per Share (Tables) [Line Items] | ||
Schedule of basic loss per share | For the Three Months For the Six Months 2021 2020 2021 2020 Numerator for basic and diluted net loss per share: Net loss $ (6,638 ) $ (3,047 ) $ (11,869 ) $ (5,750 ) Denominator for basic and diluted net loss per share: Weighted average shares 6,454,329 5,564,961 6,404,522 5,664,032 Net loss per share of Class A and Class B common stock – basic and diluted $ (1.03 ) $ (0.55 ) $ (1.85 ) $ (1.02 ) | For the Year Ended 2020 2019 Numerator for basic and diluted net loss per share: Net loss $ (12,875 ) $ (9,314 ) Denominator for basic and diluted net loss per share: Weighted average shares 5,809,312 4,916,432 Net loss per Class A and Class B common share – basic and diluted $ (2.22 ) $ (1.89 ) |
Commitments and Contingencies_2
Commitments and Contingencies (Tables) | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | ||
Commitments and Contingencies (Tables) [Line Items] | ||
Schedule of future minimum lease payments | Years Ended December 31, 2021, excluding the six months ended June 30, 2021 $ 392 2022 1,397 2023 1,675 2024 1,334 2025 1,376 Thereafter 4,631 Total future minimum lease payments $ 10,805 | Years Ended December 31, 2021 $ 418 2022 428 2023 436 Total future minimum lease payments $ 1,282 |
Income Taxes (Tables)
Income Taxes (Tables) - Vicarious Surgical US Inc. [Member] | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes (Tables) [Line Items] | |
Schedule of income tax rate effective income tax | Year Ended December 31, 2020 2019 Income at US Statutory Rate 21 % 21 % State taxes, net of Federal benefit 6 % 6 % Permanent differences (1 )% (1 )% Tax credits 4 % 6 % Change in valuation allowance (30 )% (33 )% Other 0 % 0 % 0 % 0 % |
Schedule of deferred tax assets and (liabilities) | Year Ended December 31, 2020 2019 Deferred Tax Assets: Net operating loss carryforwards $ 7,602 $ 4,178 Tax credits 1,244 792 Share based compensation 23 8 Accruals and reserves 23 81 Depreciation and amortization 104 81 Total deferred tax assets before valuation allowance 8,996 5,140 Valuation allowance (8,996 ) (5,140 ) Net deferred tax assets $ — $ — |
Convertible Preferred Stock a_2
Convertible Preferred Stock and Stockholders’ Deficit (Tables) - Vicarious Surgical US Inc. [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Convertible Preferred Stock and Stockholders’ Deficit (Tables) [Line Items] | ||
Schedule of Convertible Preferred Stock authorized, issued | Convertible Preferred Stock Classes June 30, December 31, Series A Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 5,075,585 shares, (liquidation preference of $6,572 at June 30, 2021 and December 31, 2020). $ 6,477 $ 6,477 Series A1 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 7,915,363 shares, (liquidation preference of $16,760 at June 30, 2021 and December 31, 2020). 16,678 16,678 Series A2 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 3,043,029 shares, (liquidation preference of $10,000 at June 30, 2021 and December 31, 2020). 9,995 9,995 Series A3 Convertible Preferred Stock $0.0001 par value – 5,538,308 shares authorized, and 4,143,304 shares issued and outstanding, (liquidation preference of $13,616 at June 30, 2021 and no shares authorized, issued or outstanding at December 31, 2020). 13,520 13,520 Total $ 46,670 $ 46,670 | Years Ended December 31, Convertible Preferred Stock Classes 2020 2019 Series A Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 5,075,585 shares, (liquidation preference of $6,572 at December 31, 2020 and 2019). $ 6,477 $ 6,477 Series A1 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 7,915,363 shares, (liquidation preference of $16,760 at December 31, 2020 and 2019). 16,678 16,678 Series A2 Convertible Preferred Stock $0.0001 par value – authorized, issued and outstanding, 3,043,029 shares, (liquidation preference of $10,000 at December 31, 2020 and 2019). 9,995 9,995 Series A3 Convertible Preferred Stock $0.0001 par value – 5,538,308 shares authorized, and 4,143,304 shares issued and outstanding, (liquidation preference of $13,616 at December 31, 2020 and no shares authorized, issued or outstanding at December 31, 2019). 13,520 — Total $ 46,670 $ 33,150 |
Schedule of common stock subject to vesting | Shares Weighted Balance of unvested shares – January 1, 2019 1,649,304 $ 0.0001 Vested (791,665 ) $ 0.0001 Balance of unvested shares – December 31, 2019 857,639 $ 0.0001 Vested (791,665 ) $ 0.0001 Balance of unvested shares – December 31, 2020 65,974 $ 0.0001 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 8 Months Ended | ||
Jul. 24, 2020 | Jul. 17, 2020 | Jun. 30, 2020 | [1] | Jun. 30, 2021 | Dec. 31, 2020 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 9.97 | $ 10.16 | ||||
Generating gross proceeds | $ 25,000 | $ 25,000 | ||||
Business combination agreement, description | 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”). | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, 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 Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the trust account, 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 Account (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”). | ||||
Underwriting fees | $ 19,500,000 | |||||
Deferred underwriting fees | 12,100,000 | $ 6,000,000 | ||||
Business combination acquires, percentage | 20.00% | 20.00% | ||||
Business combination acquire, description | 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. | 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 Account (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. | ||||
Business combination redeem | 100.00% | 100.00% | ||||
Dissolution expenses Interest | $ 100,000 | $ 100,000,000 | ||||
Aggregate consideration | $ 1,000,000,000 | |||||
Founders per share (in Dollars per share) | $ 10 | |||||
Operating bank account | $ 236,000 | 1,100,000 | ||||
Working capital | 1.9 | 1,100,000 | ||||
Payment for liquidity needs | 25,000 | 25,000,000 | ||||
Note issued to sponsor | $ 127,000 | 127,000,000 | ||||
Business combination net tangible assets | $ 5,000,001 | |||||
Percentage of redemption of outstanding public shares | 100.00% | |||||
Warrant [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 0.0001 | |||||
Initial Public Offering [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Number of proposed public offering units (in Shares) | 30,000,000 | |||||
Share price (in Dollars per share) | $ 10 | $ 10 | $ 10 | |||
Generating gross proceeds | $ 300,000,000 | $ 345,000,000 | $ 345,000,000 | |||
Business combination agreement, description | 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. | |||||
Fair market value, percentage | 80.00% | 80.00% | ||||
Business combination acquires, percentage | 50.00% | 50.00% | ||||
Over-Allotment Option [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Generating gross proceeds | $ 45,000,000 | |||||
Number of additional units purchased (in Shares) | 4,500,000 | |||||
Private Placement [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Number of proposed public offering units (in Shares) | 8,000,000 | |||||
Share price (in Dollars per share) | $ 1 | $ 1 | $ 1 | |||
Generating gross proceeds | $ 900,000 | $ 8,000,000 | $ 8,000,000 | |||
Number of warrants consummated (in Shares) | 8,000,000 | 8,000,000 | ||||
Purchase price per unit (in Dollars per share) | $ 11.5 | $ 11.5 | ||||
Offering costs | $ 16,000 | |||||
Number of additional warrants sale to sponsor (in Shares) | 900,000 | |||||
Class B Ordinary Shares [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 0.0001 | |||||
Class B Ordinary Shares [Member] | Domesticated Company Stock [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Share price (in Dollars per share) | 0.0001 | |||||
Class A Ordinary Shares [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Share price (in Dollars per share) | $ 11.5 | $ 0.0001 | $ 11.5 | |||
[1] | As of June 30, 2020, included up to 1,125,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On July 24, 2020, the underwriters fully exercised the over-allotment option; thus, these shares were no longer subject to forfeiture. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 6 Months Ended | 8 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Federal depository insurance coverage | $ 250,000 | |||
Federal depository insurance coverage | $ 250,000 | |||
Shareholders’ equity | $ 18,900,000 | $ 18,900,000 | ||
Warrants to purchase, description | The Company issued 17,250,000 Warrants to purchase Class A ordinary shares to investors in the Company’s Initial Public Offering and simultaneously issued 8,900,000 Private Placement Warrants. | |||
Transaction cost of accrued expenses | $ 55,000 | |||
Deferred transaction cost | 100,000 | |||
Vicarious Surgical US Inc. [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Liquid investments maturity term | 90 days | |||
Maintain cash balance | $ 622,000 | $ 118,000 | $ 118,000 | $ 148,000 |
Income tax percentage | 50.00% | 50.00% | 50.00% | |
Transaction Costs | $ 1,800,000 | |||
Transaction of accounts Payable | 900,000 | |||
Transaction cost of accrued expenses | $ 800,000 | |||
IPO [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Total offering costs | $ 700,000 | $ 700,000 | ||
Class A Ordinary Shares [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Ordinary shares subject to possible redemption (in Shares) | 27,559,115 | 29,980,468 | ||
Purchase an aggregate share of common stock (in Shares) | 26,150,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share - USD ($) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended |
Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Class A Ordinary Shares [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share [Line Items] | ||||
Net gain from investments held in Trust Accounts | $ 6,973 | $ 74,244 | ||
Net income attributable to Class A ordinary shares | $ 6,973 | $ 74,244 | ||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted (in Shares) | 34,500,000 | 34,500,000 | 34,312,500 | |
Basic and diluted net income per share, Class A ordinary shares (in Dollars per share) | $ 0 | $ 0 | $ 0.01 | |
Class B Ordinary Shares [Member] | ||||
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of basic and diluted net income (loss) per ordinary share [Line Items] | ||||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted (in Shares) | 7,500,000 | 8,625,000 | 8,625,000 | 8,280,711 |
Basic and diluted net income per share, Class A ordinary shares (in Dollars per share) | $ 0 | $ (2.44) | $ (2.82) | $ (1.17) |
Basic and diluted net loss per share, Class B ordinary shares (in Dollars per share) | $ 0 | $ (2.44) | $ (2.82) | |
Net loss | $ (26,704) | $ (21,029,994) | $ (24,213,521) | |
Less: Net income attributable to Class A ordinary shares | (6,973) | (74,244) | ||
Net loss attributable to Class B ordinary shares | $ (26,704) | $ (21,036,967) | $ (24,287,765) | |
Weighted average shares outstanding of Class B ordinary shares, basic and diluted (in Shares) | 7,500,000 | 8,625,000 | 8,625,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 8 Months Ended | |
Jul. 24, 2020 | Jul. 17, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Initial Public Offering (Details) [Line Items] | ||||
Sale of share per unit (in Dollars per share) | $ 9.97 | $ 10.16 | ||
Gross proceeds | $ 345,000,000 | |||
Total offering costs | $ 19,500,000 | 19,500,000 | ||
Deferred underwriting fees | $ 12,100,000 | $ 12,100,000 | ||
Initial public offering, description | Each Unit consists of one Class A ordinary share, par value $0.0001 and one-half of one redeemable warrant. | Each Unit consists of one Class A ordinary share, par value $0.0001 and one-half of one redeemable Warrant. | ||
Initial Public Offering [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Number of initial public offering units (in Shares) | 30,000,000 | |||
Sale of share per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | |
Gross proceeds | $ 300,000,000 | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Gross proceeds | $ 4,500,000 | |||
Additional gross proceeds | $ 45,000,000 | |||
Class A Ordinary Shares [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of share per unit (in Dollars per share) | $ 11.5 | 0.0001 | 11.5 | |
Sale of share per unit (in Dollars per share) | $ 11.5 | |||
Price per share (in Dollars per share) | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jul. 14, 2020 | May 14, 2020 | Jul. 24, 2020 | Jul. 17, 2020 | Jun. 25, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||
Price per warrant (in Dollars per share) | $ 11.5 | $ 11.5 | $ 11.5 | ||||||
Sale of share per unit (in Dollars per share) | $ 9.97 | $ 9.97 | $ 10.16 | ||||||
Gross proceeds | $ 345,000,000 | ||||||||
Offering costs | $ 19,500,000 | $ 19,500,000 | 19,500,000 | ||||||
Sponsor loan amount | $ 300,000 | ||||||||
Borrowing amount | 127,000 | ||||||||
Working capital loans | 1,500,000 | 1,500,000 | 1,500,000 | ||||||
Office space | 10,000 | ||||||||
Administrative fees | $ 26,704 | 1,470,467 | 2,996,265 | ||||||
Administrative fees | $ 55,000 | ||||||||
Administrative Services Agreement [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Administrative fees | $ 30,000 | $ 60,000 | |||||||
Warrant [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Price per warrant (in Dollars per share) | $ 1 | ||||||||
Sale of share per unit (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Robert Kirby [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of founder shares (in Shares) | 15,000 | ||||||||
Michael Kives [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of founder shares (in Shares) | 25,000 | ||||||||
Fred Langhammer [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of founder shares (in Shares) | 25,000 | ||||||||
Terry Lundgren [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of founder shares (in Shares) | 25,000 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Cash paid | $ 25,000 | ||||||||
Ordinary share, par value (in Dollars per share) | $ 0.003 | ||||||||
Number of founder shares (in Shares) | 7,097,500 | ||||||||
Founder shares, description | the Company effected a share capitalization of 1,437,500 Founder Shares resulting in 8,625,000 Class B ordinary shares outstanding, of which the Sponsor now holds 8,535,000 Founder Shares. All shares and the associated amounts have been retroactively restated to reflect the share capitalization. Of the 8,625,000 Founder Shares outstanding, up to 1,125,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares will represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on July 24, 2020. As a result, these shares were no longer subject to forfeiture. | Notwithstanding the foregoing, if (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. | (1) the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up. | ||||||
Private Placement Warrants [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Number of proposed public offering units (in Shares) | 8,000,000 | ||||||||
Price per warrant (in Dollars per share) | $ 11.5 | 1 | $ 1 | ||||||
Sale of share per unit (in Dollars per share) | $ 1 | 1 | 1 | $ 1 | |||||
Gross proceeds | $ 900,000 | $ 8,000,000 | |||||||
Offering costs | $ 16,000 | ||||||||
Number of additional warrants sale to sponsor (in Shares) | 900,000 | ||||||||
Sponsor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Administrative fees | $ 10,000 | ||||||||
Class B Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ordinary share, par value (in Dollars per share) | $ 0.0001 | ||||||||
Sale of share per unit (in Dollars per share) | 0.0001 | 0.0001 | |||||||
Class B Ordinary Shares [Member] | Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ordinary share, par value (in Dollars per share) | $ 0.0001 | ||||||||
Shares issued (in Shares) | 7,187,500 | ||||||||
Class A Ordinary Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Ordinary share, par value (in Dollars per share) | 0.0001 | 0.0001 | 0.0001 | ||||||
Price per warrant (in Dollars per share) | 11.5 | 11.5 | |||||||
Sale of share per unit (in Dollars per share) | $ 11.5 | $ 0.0001 | $ 0.0001 | $ 11.5 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||||
Jul. 24, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 25, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||||||
Underwriting agreement, description | The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate, was payable to the underwriters for deferred underwriting commissions. | The underwriters were paid a cash underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $12.1 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. | |||||||
Deferred underwriting fee | $ 6,000 | ||||||||
Underwriting fees | $ 12,100 | 6,000 | |||||||
Rental expenses | $ 528 | ||||||||
Over-Allotment Option [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Purchase of additional units (in Shares) | 4,500,000 | 4,500,000 | |||||||
Vicarious Surgical US Inc. [Member] | |||||||||
Commitments and Contingencies (Details) [Line Items] | |||||||||
Rental expenses | $ 415 | $ 108 | $ 227 | $ 447 | $ 443 | ||||
Lease agreement | 12 years | ||||||||
Rental Payments | $ 9,700 | $ 9,700 |
Warrants (Details)
Warrants (Details) - $ / shares | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Warrants (Details) [Line Items] | ||
Warrant exercisable | $ 11.5 | $ 11.5 |
Business combination expire term days | 30 days | 30 days |
Initial public offering closing term | 12 months | 12 months |
Warrant expire term | 5 years | 5 years |
Business combination, description | If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. | If (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices described below under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below under “Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. |
Initial public offering warrant, description | (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. | |
Warrants, description | if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Initial Shareholders or their affiliates, without taking into account any Founder Shares held by the Initial Shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price (and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price See “— Redemption of Warrants for cash when the price per class A ordinary share equals or exceeds $18.00” and “— Redemption of Warrants for Class A ordinary shares when the price per class A ordinary share equals or exceeds $10.00” as described below). | |
Warrant [Member] | ||
Warrants (Details) [Line Items] | ||
Warrant exercisable | $ 1 | |
Sale of stock price | $ 11.5 | |
Public warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Shares issued | 17,250,000 | 15,000,000 |
Private Placement Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Shares issued | 8,900,000 | |
Private warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Shares issued | 8,000,000 | |
Exercise price $18.00 [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants, description | Redemption of Warrants when the price per Class A ordinary share equals or exceeds $18.00. The Company may call the Public Warrants for redemption:• in whole and not in part;• at a price of $0.01 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. | Redemption of Warrants for cash when the price per Class A ordinary share equals or exceeds $18.00: Once the Warrants become exercisable, the Company may call the outstanding Warrants for redemption (except as described herein with respect to the Private Placement Warrants):• in whole and not in part;• at a price of $0.01 per Warrant;• upon a minimum of 30 days’ prior written notice of redemption; and• if, and only if, the last reported sales price of Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. |
Exercise price $10.00 [Member] | ||
Warrants (Details) [Line Items] | ||
Warrants, description | Redemption of Warrants when the price per Class A ordinary share equals or exceeds $10.00. The Company may also redeem the outstanding Public Warrants once they become exercisable:• in whole and not in part;• at a price of $0.10 per warrant;• upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; and• if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. | Redemption of Warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00: The Company may also redeem the outstanding Public Warrants once they become exercisable:• in whole and not in part;• at $0.10 per Warrant;• upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares; and• if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders. |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Jul. 14, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 17, 2021 | May 14, 2020 | Dec. 31, 2018 | Dec. 31, 2016 |
Shareholders' Equity (Details) [Line Items] | |||||||||
Preferred stock shares, authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock shares lssued (in Dollars) | $ 0 | $ 0 | |||||||
Preferred stock shares outstanding (in Dollars) | $ 0 | $ 0 | |||||||
Percentage of class A ordinary shares outstanding | 20.00% | 20.00% | |||||||
Preferred stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Vicarious Surgical US Inc. [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Liquidation, description | (a) an amount equal to $1.2948 per share for Series A Preferred Stock, $2.1174 per share for Series A1 Preferred Stock, plus declared but unpaid dividends, $3.2862 per share for Series A2 Preferred Stock, plus declared but unpaid dividends, $3.2862 per share for Series A3 Preferred Stock, plus declared but unpaid dividends (b) an amount per share that would have been payable had all shares of the Series Preferred Stock been converted to shares of Class B common stock immediately prior to any liquidation, dissolution, or winding up of the Company. | Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of the Series Preferred Stock are entitled to first be paid out of assets available for distribution, prior and in preference to any distribution to the holders of the Company’s common stock, the greater of (a) an amount equal to $1.2948 per share for Series A Preferred Stock, $2.1174 per share for Series A1 Preferred Stock, plus declared but unpaid dividends, $3.2862 per share for Series A2 Preferred Stock, plus declared but unpaid dividends, $3.2862 per share for Series A3 Preferred Stock, plus declared but unpaid dividends (b) an amount per share that would have been payable had all shares of the Series Preferred Stock been converted to shares of Class B common stock immediately prior to any liquidation, dissolution, or winding up of the Company. | |||||||
Gross proceeds (in Dollars) | $ 40,000,000 | $ 40,000,000 | |||||||
Preferred stock holders, percentage | 50.00% | 50.00% | |||||||
Restricted stock agreement, description | In 2014, the Company issued 6,000,000 shares of Class A common stock to the initial founders of the Company at par and contained a repurchase right by the Company at the lesser of the original purchase price of $0.0001 per share of the then current fair value of the share, which lapsed over a four-year period. In 2016 and 2018 these shares were amended with respect to the lapse of the repurchase rights, such that beginning as of January 2018 60% percent of the shares were vested and the remaining shares vest over a thirty-six month period. | In 2014, the Company issued 6,000,000 shares of Class A common stock to the initial founders of the Company at par, and contained a repurchase right by the Company at the lesser of the original purchase price of $0.0001 per share of the then current fair value of the share, which lapsed over a four year period. In 2016 and 2018 these shares were amended with respect to the lapse of the repurchase rights, such that beginning as of January 2018 60% percent of the shares were vested and the remaining shares vest over a thirty-six month period. | |||||||
Remaining weighted-average vesting period | 3 days | ||||||||
Common stock outstanding | 3.29831 | ||||||||
Class A Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock shares, authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Common stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Ordinary shares, shares issued | 34,500,000 | 34,500,000 | 34,500,000 | ||||||
Ordinary shares, shares outstanding | 27,559,115 | 34,500,000 | 34,500,000 | ||||||
Ordinary shares subject to possible Redemption | 27,559,115 | 29,980,468 | |||||||
Purchase price of per share (in Dollars per share) | $ 11.5 | $ 11.5 | |||||||
Ordinary shares, shares issued | 6,940,885 | 4,519,532 | 4,519,532 | ||||||
Ordinary shares, shares outstanding | 6,940,885 | 4,519,532 | 4,519,532 | ||||||
Class A Common Stock [Member] | Vicarious Surgical US Inc. [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock shares, authorized | 6,000,000 | 6,000,000 | 6,000,000 | 6,000,000 | |||||
Common stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, shares issued | 6,000,000 | 5,934,026 | 5,934,026 | 5,142,361 | |||||
Ordinary shares, shares outstanding | 6,000,000 | 5,934,026 | 5,934,026 | 5,142,361 | |||||
Common stock outstanding | 5,934,026 | 5,934,026 | 5,142,361 | ||||||
Class B Common Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock shares, authorized | 20,000,000 | 20,000,000 | |||||||
Common stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Aggregate of ordinary shares | 8,625,000 | ||||||||
Issued shares of preferred stock | 7,187,500 | ||||||||
Ordinary shares voting right, description | Holders are entitled to one vote for each share of Class B ordinary shares. | ||||||||
Sale of stock, description | the Company effected a share capitalization of 1,437,500 Founder Shares resulting in 8,625,000 Class B ordinary shares outstanding. All shares and the associated amounts have been retroactively restated to reflect the share capitalization. Of the 8,625,000 Class B ordinary shares, an aggregate of up to 1,125,000 shares were subject to forfeiture to the Company for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on July 24, 2020. As a result, these shares were no longer subject to forfeiture. | ||||||||
Ordinary shares, shares issued | 8,625,000 | 8,625,000 | 8,625,000 | ||||||
Ordinary shares, shares outstanding | 8,625,000 | 8,625,000 | 8,625,000 | ||||||
Class B Common Stock [Member] | Vicarious Surgical US Inc. [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock shares, authorized | 32,402,876 | ||||||||
Common stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Reserved shares | 31,940,254 | 32,072,461 | 32,072,461 | ||||||
Ordinary shares, shares issued | 462,622 | 330,415 | 330,415 | 197,938 | |||||
Ordinary shares, shares outstanding | 462,622 | 330,415 | 330,415 | 197,938 | |||||
Class B Common Stock [Member] | Common Stock [Member] | Vicarious Surgical US Inc. [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Common stock shares, authorized | 32,402,876 | 32,402,876 | 25,126,724 | ||||||
Series A Convertible Preferred Stock [Member] | Vicarious Surgical US Inc. [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Preferred stock shares, authorized | 21,572,285 | 21,572,285 | 21,572,285 | 16,033,977 | |||||
Preferred stock shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock share designated | 5,075,585 | 5,075,585 | 5,075,585 | 5,075,585 | |||||
Issued shares of preferred stock | 5,075,585 | ||||||||
Purchase price of per share (in Dollars per share) | $ 1.2948 | ||||||||
Conversion price, per share (in Dollars per share) | $ 1.29483 | $ 1.29483 | $ 1.29483 | ||||||
Series A1 Convertible Preferred Stock [Member] | Vicarious Surgical US Inc. [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Preferred stock share designated | 7,915,363 | 7,915,363 | 7,915,363 | 7,915,363 | |||||
Issued shares of preferred stock | 7,915,363 | ||||||||
Purchase price of per share (in Dollars per share) | $ 2.1174 | ||||||||
Conversion price, per share (in Dollars per share) | $ 2.1174 | $ 2.1174 | $ 2.1174 | ||||||
Series A2 Convertible Preferred Stock [Member] | Vicarious Surgical US Inc. [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Preferred stock share designated | 3,043,029 | 3,043,029 | 3,043,029 | 3,043,029 | |||||
Issued shares of preferred stock | 3,043,029 | ||||||||
Purchase price of per share (in Dollars per share) | $ 3.2862 | ||||||||
Proceeds of preferred stock (in Dollars) | $ 10,000,000 | ||||||||
Conversion price, per share (in Dollars per share) | $ 3.2862 | $ 3.2862 | $ 3.2862 | ||||||
Series A3 Convertible Preferred Stock [Member] | Vicarious Surgical US Inc. [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Preferred stock share designated | 5,538,308 | ||||||||
Issued shares of preferred stock | 4,143,304 | 4,143,304 | |||||||
Purchase price of per share (in Dollars per share) | $ 3.2862 | $ 3.2862 | |||||||
Proceeds of preferred stock (in Dollars) | $ 13,500,000 | ||||||||
Conversion price, per share (in Dollars per share) | $ 3.2862 | $ 3.2862 | $ 3.2862 | ||||||
Series A3 Convertible Preferred Stock [Member] | Series A3 Convertible Preferred Stock [Member] | |||||||||
Shareholders' Equity (Details) [Line Items] | |||||||||
Preferred stock share designated | 5,538,308 | 5,538,308 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | |||
Cash | $ 879 | $ 879 | |
Money market funds | 94,427 | 94,427 | |
Change in fair value of derivative warrant liabilities | 12,300,000 | $ 14,000,000 | |
Volatility in excess | 50.00% | 23.50% | |
Change in fair value of derivative warrant liabilities | $ 8,600,000 | ||
Money Market Funds [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Cash | 762 | $ 762 | |
Money market funds | $ 6,244 | $ 6,244 | |
Maximum [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Volatility rate | 50.00% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Investments held in Trust Account – U.S. Treasury Securities | $ 345,265,374 | $ 345,191,130 |
Liabilities: | ||
Warrant liabilities – public warrants | 28,635,000 | 18,112,500 |
Warrant liabilities – private warrants | 22,072,000 | 11,303,000 |
Level 1 [Member] | ||
Assets | ||
Investments held in Trust Account – U.S. Treasury Securities | 345,265,374 | 345,191,130 |
Liabilities: | ||
Warrant liabilities – public warrants | 28,635,000 | 18,112,500 |
Warrant liabilities – private warrants | ||
Level 2 [Member] | ||
Assets | ||
Investments held in Trust Account – U.S. Treasury Securities | ||
Liabilities: | ||
Warrant liabilities – public warrants | ||
Warrant liabilities – private warrants | ||
Level 3 [Member] | ||
Assets | ||
Investments held in Trust Account – U.S. Treasury Securities | ||
Liabilities: | ||
Warrant liabilities – public warrants | ||
Warrant liabilities – private warrants | $ 22,072,000 | $ 11,303,000 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of change in the fair value of the Level 3 warrant liabilities - USD ($) | 3 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Schedule of change in the fair value of the Level 3 warrant liabilities [Abstract] | ||
Warrant liabilities at beginning | $ 11,303,000 | |
Warrant liabilities at ending | $ 22,072,000 | 11,303,000 |
Change in fair value of warrant liabilibites | $ 10,769,000 |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Schedule of quantitative information regarding Level 3 fair value measurements [Abstract] | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Stock Price (in Dollars per share) | $ 9.97 | $ 10.16 |
Term (in years) | 5 years 3 months 18 days | 5 years 6 months |
Volatility | 50.00% | 23.50% |
Risk-free interest rate | 0.90% | 0.50% |
Dividend yield | 0.00% | 0.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Mar. 01, 2021 | Jul. 31, 2021 | Jul. 24, 2020 | Jun. 30, 2021 | Apr. 15, 2021 | Jan. 25, 2021 |
Subsequent Events (Details) [Line Items] | ||||||
Deferred underwriting fee | $ 12,100,000 | $ 6,000,000 | ||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Deferred underwriting fee | $ 6,037,500 | |||||
Vicarious Surgical US Inc. [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Proceeds term loan | $ 1,500,000 | |||||
Vicarious Surgical US Inc. [Member] | Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Transaction payable | $ 1,000,000,000 | |||||
Rental payments | $ 10,200,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Financial Statements (Details) $ in Millions | 1 Months Ended |
Jul. 17, 2020USD ($) | |
Condensed Financial Information Disclosure [Abstract] | |
Derivative warrant liabilities | $ 18.4 |
Restatement of Previously Iss_4
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
As Previously Reported [Member] | ||
Balance Sheet | ||
Total assets | $ 346,421,401 | $ 346,471,407 |
Liabilities and shareholders’ equity | ||
Total current liabilities | 126,220 | 132,667 |
Deferred legal fees | ||
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Derivative warrant liabilities | ||
Total liabilities | 12,201,220 | 12,207,667 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity | 329,220,171 | 329,263,730 |
Preference shares – $0.0001 par value | ||
Class A ordinary shares – $0.0001 par value | 161 | 157 |
Class B ordinary shares – $0.0001 par value | 863 | 863 |
Additional paid-in-capital | 5,160,164 | 5,116,609 |
Accumulated deficit | (161,178) | (117,619) |
Total shareholders’ equity | 5,000,010 | 5,000,010 |
Total liabilities and shareholders’ equity | 346,421,401 | 346,471,407 |
Restatement Adjustment [Member] | ||
Balance Sheet | ||
Total assets | ||
Liabilities and shareholders’ equity | ||
Total current liabilities | ||
Deferred underwriting commissions | ||
Derivative warrant liabilities | 29,415,500 | |
Total liabilities | 29,415,500 | 22,388,000 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity | (29,415,491) | (22,388,000) |
Preference shares – $0.0001 par value | ||
Class A ordinary shares – $0.0001 par value | 291 | 224 |
Class B ordinary shares – $0.0001 par value | ||
Additional paid-in-capital | 9,301,230 | 2,273,806 |
Accumulated deficit | (9,301,230) | (2,274,030) |
Total shareholders’ equity | (9) | |
Total liabilities and shareholders’ equity | ||
As Restated [Member] | ||
Balance Sheet | ||
Total assets | 346,421,401 | 346,471,407 |
Liabilities and shareholders’ equity | ||
Total current liabilities | 126,220 | 132,667 |
Deferred legal fees | ||
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Derivative warrant liabilities | 29,415,500 | |
Total liabilities | 41,616,720 | 34,595,667 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity | 299,804,680 | 306,875,730 |
Preference shares – $0.0001 par value | ||
Class A ordinary shares – $0.0001 par value | 452 | 381 |
Class B ordinary shares – $0.0001 par value | 863 | 863 |
Additional paid-in-capital | 14,461,394 | 7,390,415 |
Accumulated deficit | (9,462,708) | (2,391,649) |
Total shareholders’ equity | 5,000,001 | 5,000,010 |
Total liabilities and shareholders’ equity | $ 346,421,401 | $ 346,471,407 |
Restatement of Previously Iss_5
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 |
As Previously Reported [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | $ 0.0001 | |
Preference shares, par value | 0.0001 | $ 0.0001 |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | 0.0001 | |
Ordinary shares, par value | 0.0001 | |
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, par value | 0.0001 | |
Restatement Adjustment [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | 0.0001 | |
Preference shares, par value | 0.0001 | 0.0001 |
Restatement Adjustment [Member] | Class A Ordinary Shares [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | 0.0001 | |
Ordinary shares, par value | 0.0001 | |
Restatement Adjustment [Member] | Class B Ordinary Shares [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, par value | 0.0001 | |
As Restated [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | 0.0001 | |
Preference shares, par value | 0.0001 | 0.0001 |
As Restated [Member] | Class A Ordinary Shares [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | $ 0.0001 | |
Ordinary shares, par value | 0.0001 | |
As Restated [Member] | Class B Ordinary Shares [Member] | ||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of balance sheets (Parentheticals) [Line Items] | ||
Ordinary shares, par value | $ 0.0001 |
Restatement of Previously Iss_6
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of operations - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | |||
Statement of Operations | |||
Loss from operations | $ (181,964) | $ (208,668) | $ (352,308) |
Other (expense) income: | |||
Change in fair value of derivative warrant liabilities | |||
Financing cost derivative warrant liabilities | |||
Interest earned on investments held in Trust Account | 91,049 | 91,049 | 191,130 |
Total other (expense) income | $ 91,049 | $ 91,049 | 191,130 |
Net loss | $ (161,178) | ||
As Previously Reported [Member] | Class A Ordinary Shares [Member] | |||
Other (expense) income: | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | 34,085,526 | 34,085,526 | 34,312,500 |
Basic and Diluted net loss per share (in Dollars per share) | $ 0 | $ 0.01 | |
As Previously Reported [Member] | Class B Ordinary Shares [Member] | |||
Other (expense) income: | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,280,711 |
Basic and Diluted net loss per share (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.04) |
Restatement Adjustment [Member] | |||
Statement of Operations | |||
Loss from operations | |||
Other (expense) income: | |||
Change in fair value of derivative warrant liabilities | (1,585,500) | (8,613,000) | |
Financing cost derivative warrant liabilities | (688,530) | (688,530) | |
Interest earned on investments held in Trust Account | |||
Total other (expense) income | $ (2,274,030) | $ (2,274,030) | (9,301,530) |
Net loss | $ (9,301,530) | ||
Restatement Adjustment [Member] | Class A Ordinary Shares [Member] | |||
Other (expense) income: | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | |||
Basic and Diluted net loss per share (in Dollars per share) | |||
Restatement Adjustment [Member] | Class B Ordinary Shares [Member] | |||
Other (expense) income: | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | |||
Basic and Diluted net loss per share (in Dollars per share) | $ (0.26) | $ (0.26) | $ (1.12) |
As Restated [Member] | |||
Statement of Operations | |||
Loss from operations | $ (181,964) | $ (208,668) | $ (352,308) |
Other (expense) income: | |||
Change in fair value of derivative warrant liabilities | (1,585,500) | (8,613,000) | |
Financing cost derivative warrant liabilities | (688,530) | (688,530) | |
Interest earned on investments held in Trust Account | 91,049 | 91,049 | 191,130 |
Total other (expense) income | $ (2,182,981) | $ (2,182,981) | (9,110,400) |
Net loss | $ (9,462,708) | ||
As Restated [Member] | Class A Ordinary Shares [Member] | |||
Other (expense) income: | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | 34,085,526 | 34,085,526 | 34,312,500 |
Basic and Diluted net loss per share (in Dollars per share) | $ 0 | $ 0 | $ 0.01 |
As Restated [Member] | Class B Ordinary Shares [Member] | |||
Other (expense) income: | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,280,711 |
Basic and Diluted net loss per share (in Dollars per share) | $ (0.28) | $ (0.29) | $ (1.17) |
Restatement of Previously Iss_7
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of cash flows - USD ($) | 5 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Statement of Cash Flows | ||
Net loss | $ (161,178) | |
Change in fair value of derivative warrant liabilities | ||
Financing Costs – derivative warrant liabilities | ||
Net cash used in operating activities | $ (347,771) | (427,301) |
Net cash used in investing activities | (345,000,000) | (345,000,000) |
Net cash provided by financing activities | 346,524,614 | 346,524,614 |
Net change in cash | 1,097,313 | |
Restatement Adjustment [Member] | ||
Statement of Cash Flows | ||
Net loss | (9,301,530) | |
Change in fair value of derivative warrant liabilities | 8,613,000 | |
Financing Costs – derivative warrant liabilities | 688,530 | |
Net cash used in operating activities | ||
Net cash used in investing activities | ||
Net cash provided by financing activities | ||
Net change in cash | ||
As Restated [Member] | ||
Statement of Cash Flows | ||
Net loss | (9,462,708) | |
Change in fair value of derivative warrant liabilities | 8,613,000 | |
Financing Costs – derivative warrant liabilities | 688,530 | |
Net cash used in operating activities | (347,771) | (427,301) |
Net cash used in investing activities | (345,000,000) | (345,000,000) |
Net cash provided by financing activities | $ 346,524,614 | 346,524,614 |
Net change in cash | $ 1,097,313 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of assets that are measured at fair value on a recurring basis - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Assets: | ||
U. S. Treasury Securities | $ 345,265,374 | $ 345,191,130 |
Liabilities: | ||
Derivative warrant liabilities – Public Warrants | 28,635,000 | 18,112,500 |
Derivative warrant liabilities – Private Warrants | ||
Level 2 [Member] | ||
Assets: | ||
U. S. Treasury Securities | ||
Liabilities: | ||
Derivative warrant liabilities – Public Warrants | ||
Derivative warrant liabilities – Private Warrants | ||
Level 3 [Member] | ||
Assets: | ||
U. S. Treasury Securities | ||
Liabilities: | ||
Derivative warrant liabilities – Public Warrants | ||
Derivative warrant liabilities – Private Warrants | $ 22,072,000 | $ 11,303,000 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares | 6 Months Ended | 8 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Volatility | 50.00% | 23.50% |
Stock price (in Dollars per share) | $ 9.97 | $ 10.16 |
Expected life of the options to convert | 5 years 6 months | |
Risk-free rate | 0.50% | |
Dividend yield | 0.00% | 0.00% |
Initial Measurement [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Volatility | 23.50% | |
Stock price (in Dollars per share) | $ 9.72 | |
Expected life of the options to convert | 5 years 6 months | |
Risk-free rate | 0.40% | |
Dividend yield | 0.00% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of change in the fair value of the derivative warrant liabilities measured with Level 3 inputs | 8 Months Ended |
Dec. 31, 2020USD ($) | |
Schedule of change in the fair value of the derivative warrant liabilities measured with Level 3 inputs [Abstract] | |
Derivative warrant liabilities | |
Derivative warrant liabilities – Level 3 | 11,303,000 |
Issuance of Public and Private Warrants, Level 3 measurements | 20,802,500 |
Transfer of Public Warrants to Level 1 | (11,902,500) |
Change in fair value of derivative warrant liabilities, Level 3 | $ 2,403,000 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - Schedule of unaudited condensed balance sheet - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
As Previously Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | $ 346,421,401 | $ 346,471,407 |
Total current liabilities | 126,220 | 132,667 |
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Derivative warrant liabilities | ||
Total liabilities | 12,201,220 | 12,207,667 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity | 329,220,171 | 329,263,730 |
Preference shares – $0.0001 par value | ||
Class A ordinary shares – $0.0001 par value | 161 | 157 |
Class B ordinary shares – $0.0001 par value | 863 | 863 |
Additional paid-in-capital | 5,160,164 | 5,116,609 |
Accumulated deficit | (161,178) | (117,619) |
Total shareholders’ equity | 5,000,010 | 5,000,010 |
Total liabilities and shareholders’ equity | 346,421,401 | 346,471,407 |
Restatement Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | ||
Total current liabilities | ||
Deferred underwriting commissions | ||
Derivative warrant liabilities | 22,388,000 | |
Total liabilities | 29,415,500 | 22,388,000 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity | (29,415,491) | (22,388,000) |
Preference shares – $0.0001 par value | ||
Class A ordinary shares – $0.0001 par value | 291 | 224 |
Class B ordinary shares – $0.0001 par value | ||
Additional paid-in-capital | 9,301,230 | 2,273,806 |
Accumulated deficit | (9,301,230) | (2,274,030) |
Total shareholders’ equity | (9) | |
Total liabilities and shareholders’ equity | ||
As Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Total assets | 346,421,401 | 346,471,407 |
Total current liabilities | 126,220 | 132,667 |
Deferred underwriting commissions | 12,075,000 | 12,075,000 |
Derivative warrant liabilities | 22,388,000 | |
Total liabilities | 41,616,720 | 34,595,667 |
Class A ordinary shares, $0.0001 par value; shares subject to possible redemption shareholders’ equity | 299,804,680 | 306,875,730 |
Preference shares – $0.0001 par value | ||
Class A ordinary shares – $0.0001 par value | 452 | 381 |
Class B ordinary shares – $0.0001 par value | 863 | 863 |
Additional paid-in-capital | 14,461,394 | 7,390,415 |
Accumulated deficit | (9,462,708) | (2,391,649) |
Total shareholders’ equity | 5,000,001 | 5,000,010 |
Total liabilities and shareholders’ equity | $ 346,421,401 | $ 346,471,407 |
Quarterly Financial Informati_4
Quarterly Financial Information (Unaudited) (Details) - Schedule of unaudited condensed balance sheet (Parentheticals) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 |
As Previously Reported [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | $ 0.0001 | |
Preference shares, par value | 0.0001 | $ 0.0001 |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | $ 0.0001 | |
Ordinary shares, par value | 0.0001 | |
As Previously Reported [Member] | Class B Ordinary Shares [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, par value | 0.0001 | |
Restatement Adjustment [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | 0.0001 | |
Preference shares, par value | 0.0001 | $ 0.0001 |
Restatement Adjustment [Member] | Class A Ordinary Shares [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | $ 0.0001 | |
Ordinary shares, par value | 0.0001 | |
Restatement Adjustment [Member] | Class B Ordinary Shares [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, par value | 0.0001 | |
As Restated [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | 0.0001 | |
Preference shares, par value | $ 0.0001 | $ 0.0001 |
As Restated [Member] | Class A Ordinary Shares [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, subject to possible redemption, par value | $ 0.0001 | |
Ordinary shares, par value | 0.0001 | |
As Restated [Member] | Class B Ordinary Shares [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Ordinary shares, par value | 0.0001 |
Quarterly Financial Informati_5
Quarterly Financial Information (Unaudited) (Details) - Schedule of unaudited condensed statement of operations - USD ($) | 3 Months Ended | 5 Months Ended | 8 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Loss from operations | $ (181,964) | $ (208,668) | $ (352,308) |
Change in fair value of warrant liabilities | |||
Financing costs | |||
Change in fair value of derivative warrant liabilities | |||
Financing cost – derivative warrant liabilities | |||
Interest earned on investments held in Trust Account | 91,049 | 91,049 | 191,130 |
Total other (expense) income | 91,049 | 91,049 | $ 191,130 |
Net loss | $ (90,915) | $ (117,619) | |
As Previously Reported [Member] | Class A Ordinary Shares [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | 34,085,526 | 34,085,526 | 34,312,500 |
Basic and Diluted net loss pershare (in Dollars per share) | $ 0 | $ 0.01 | |
As Previously Reported [Member] | Class B Ordinary Shares [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,280,711 |
Basic and Diluted net loss pershare (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.04) |
Restatement Adjustment [[Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Loss from operations | |||
Change in fair value of warrant liabilities | (1,585,500) | ||
Financing costs | (688,530) | ||
Change in fair value of derivative warrant liabilities | (1,585,500) | (8,613,000) | |
Financing cost – derivative warrant liabilities | (688,530) | (688,530) | |
Interest earned on investments held in Trust Account | |||
Total other (expense) income | (2,274,030) | (2,274,030) | $ (9,301,530) |
Net loss | $ (2,274,030) | $ (2,274,030) | |
Restatement Adjustment [[Member] | Class A Ordinary Shares [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | |||
Basic and Diluted net loss pershare (in Dollars per share) | |||
Restatement Adjustment [[Member] | Class B Ordinary Shares [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | |||
Basic and Diluted net loss pershare (in Dollars per share) | $ (0.26) | $ (0.26) | $ (1.12) |
As Restated [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Loss from operations | $ (181,964) | $ (208,668) | $ (352,308) |
Change in fair value of warrant liabilities | (1,585,500) | ||
Financing costs | (688,530) | ||
Change in fair value of derivative warrant liabilities | (1,585,500) | (8,613,000) | |
Financing cost – derivative warrant liabilities | (688,530) | (688,530) | |
Interest earned on investments held in Trust Account | 91,049 | 91,049 | 191,130 |
Total other (expense) income | (2,182,981) | (2,182,981) | $ (9,110,400) |
Net loss | $ (2,364,945) | $ (2,391,649) | |
As Restated [Member] | Class A Ordinary Shares [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | 34,085,526 | 34,085,526 | 34,312,500 |
Basic and Diluted net loss pershare (in Dollars per share) | $ 0 | $ 0 | $ 0.01 |
As Restated [Member] | Class B Ordinary Shares [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Basic and Diluted weighted-average shares outstanding (in Shares) | 8,625,000 | 8,625,000 | 8,280,711 |
Basic and Diluted net loss pershare (in Dollars per share) | $ (0.28) | $ (0.29) | $ (1.17) |
Quarterly Financial Informati_6
Quarterly Financial Information (Unaudited) (Details) - Schedule of unaudited condensed statement of cash flows - USD ($) | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net loss | $ (90,915) | $ (117,619) | |
Change in fair value of derivative warrant liabilities | |||
Financing Costs – derivative warrant liabilities | |||
Net cash used in operating activities | (347,771) | $ (427,301) | |
Net cash used in investing activities | (345,000,000) | (345,000,000) | |
Net cash provided by financing activities | 346,524,614 | 346,524,614 | |
Net change in cash | 1,176,843 | ||
Restatement Adjustment [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net loss | (2,274,030) | (2,274,030) | |
Change in fair value of derivative warrant liabilities | 1,585,500 | ||
Financing Costs – derivative warrant liabilities | 688,530 | ||
Net cash used in operating activities | |||
Net cash used in investing activities | |||
Net cash provided by financing activities | |||
Net change in cash | |||
As Restated [Member] | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net loss | $ (2,364,945) | (2,391,649) | |
Change in fair value of derivative warrant liabilities | 1,585,500 | ||
Financing Costs – derivative warrant liabilities | 688,530 | ||
Net cash used in operating activities | (347,771) | (427,301) | |
Net cash used in investing activities | (345,000,000) | (345,000,000) | |
Net cash provided by financing activities | 346,524,614 | $ 346,524,614 | |
Net change in cash | $ 1,176,843 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) - Vicarious Surgical US Inc. [Member] - USD ($) | 1 Months Ended | |
Sep. 17, 2021 | Dec. 31, 2020 | |
Nature of Business and Basis of Presentation (Details) [Line Items] | ||
Shares of D8 common stock (in Shares) | 3.29831 | |
Total proceeds of redemptions | $ 77,590 | |
Purchase an aggregate of shares (in Shares) | 14,200,000 | |
Class A common stock for a purchase price | $ 142,000 | |
Cash | 190,288 | |
Net of transaction costs | $ 29,302 | |
Accumulated deficit | $ 31,600,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Details) - Schedule of depreciation calculated using straight-line method over the estimated useful lives - Vicarious Surgical US Inc. [Member] | Jun. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation calculated using straight-line method over the estimated useful lives [Line Items] | ||
Computer equipment and software | 3 years | 3 years |
Leasehold improvements | lesser of useful life or remaining lease term | lesser of useful life or remaining lease term |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of depreciation calculated using straight-line method over the estimated useful lives [Line Items] | ||
Manufacturing equipment | 3 years | 3 years |
Furniture and fixtures | 3 years | 3 years |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of depreciation calculated using straight-line method over the estimated useful lives [Line Items] | ||
Manufacturing equipment | 5 years | 5 years |
Furniture and fixtures | 7 years | 7 years |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment, Net (Details) [Line Items] | |||||
Received leasehold improvements | $ 840 | ||||
Deferred rent | $ 840 | 840 | |||
Depreciation expense | $ 64 | 105 | |||
Machinery gross value | $ 232 | ||||
Cash payment to acquire machinery | 47 | ||||
Equipment loans | 185 | ||||
Accumulated amortization | 126 | $ 97 | 39 | ||
Depreciation expense | $ 105 | $ 73 | $ 157 | $ 104 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,909 | $ 609 | $ 729 |
Less accumulated depreciation | (389) | (127) | (284) |
Property and equipment, net | $ 1,520 | $ 482 | 445 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 to 5 years | 3 to 5 years | |
Machinery and equipment [Member] | Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 552 | $ 509 | 535 |
Furniture and fixed assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 to 7 years | 3 to 7 years | |
Furniture and fixed assets [Member] | Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 153 | $ 46 | 103 |
Computer hardware and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | 3 years | |
Computer hardware and software [Member] | Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 119 | $ 30 | 67 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | Lesser of lease term or asset life | Lessor of lease term or asset life | |
Leasehold improvements [Member] | Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,085 | $ 24 | $ 24 |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | |||
Money market funds | $ 6,551 | $ 15,768 | $ 1,758 |
Total assets | 6,551 | 15,768 | 15,082 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | |||
Assets: | |||
Money market funds | 6,551 | 15,768 | 1,758 |
Total assets | 6,551 | 15,768 | 1,758 |
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Money market funds | |||
Total assets | 13,324 | ||
Significant Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Money market funds | |||
Total assets |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued expenses and other current liabilities - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Accrued expenses and other current liabilities [Abstract] | |||
Compensation and benefits related | $ 559 | $ 291 | $ 233 |
Professional services and other | 1,326 | 103 | 81 |
Accrued interest | 9 | ||
Accrued expenses | $ 1,894 | $ 394 | $ 314 |
Debt (Details)
Debt (Details) - Vicarious Surgical US Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Oct. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Debt (Details) [Line Items] | ||||
Company borrowing | 3.50% | |||
Due date | Apr. 1, 2024 | |||
Tranche, description | The loan consists of two tranches; a $1.5 million tranche which became available to the Company upon the close of the loan agreement in October 2020 and was available to the Company to draw through March 31, 2021. The second tranche of $2.0 million becomes available to the Company through September 30, 2021, upon the Company’s successful achievement of a milestone related to the development of the Company’s surgical robot. | The loan consists of two tranches; a $1.5 million tranche which became available to the Company upon the close of the loan agreement in October 2020 and is available to the Company through March 31, 2021. The second tranche of $2.0 million becomes available to the Company through September 30, 2021, upon the Company’s successful achievement of a milestone related to the development of the Company’s surgical robot | ||
Term loan, description | The term loan is interest-only through September 30, 2021, at which time the company will make the first of 30 equal monthly payments of principal plus interest. Upon receipt of the second tranche, the interest-only window will be extended by six months to March 30, 2022, then followed by twenty-four equal monthly payments of principal plus interest. The term loan bears interest at a floating rate equal to the Prime Rate, but not less than a minimum rate of 3.25%. In addition, the final payment made at the earlier of the maturity of the loan or its termination is to include a deferred interest payment of 7.5% of the amount borrowed, resulting in a minimum annual rate of 5.98% to be paid to the lender. In the event the Company chooses to repay the term loan prior to the first anniversary of the term loan closing, a prepayment fee of 3% of the outstanding principal balance will apply. The prepayment fee is reduced to 2% if paid after the first anniversary date but before the second anniversary date and then is 1% thereafter. The prepayment fee does not apply if the Company and the bank agree to refinance the loan prior to maturity. | The term loan is interest-only through September 30, 2021, at which time the company will make the first of 30 equal monthly payments of principal plus interest. Upon receipt of the second tranche, the interest-only window will be extended by six months to March 30, 2022, then followed by twenty-four equal monthly payments of principal plus interest. The term loan bears interest at a floating rate equal to the Prime Rate, but not less than a minimum rate of 3.25%. In addition, the final payment made at the earlier of the maturity of the loan or its termination is to include a deferred interest payment of 7.5% of the amount borrowed, resulting in a minimum annual rate of 5.98% to be paid to the lender. In the event the Company chooses to repay the term loan prior to the first anniversary of the term loan closing, a prepayment fee of 3% of the outstanding principal balance will apply. The prepayment fee is reduced to 2% if paid after the first anniversary date but before the second anniversary date and then is 1% thereafter. The prepayment fee does not apply if the Company and the bank agree to refinance the loan prior to maturity | ||
Company borrowed first tranche | $ 1,500 | |||
outstanding term loan | $ 1,500 | |||
Incurred expenses | 100 | $ 100 | ||
Amortized to interest expense | $ 9 | |||
Fair value of common stock warrant per share | $ 1.1 | $ 1.1 | ||
Total financing costs | $ 85 | $ 85 | ||
Equipment loans, description | The equipment loans had an aggregate principal balance of $185 at inception, with forty-eight equal monthly payments of principal and interest due beginning ninety days after taking possession of the machinery. The equipment loans are collateralized by the underlying machinery. As of June 30, 2021 and December 31, 2020, the aggregate outstanding principal balance of the equipment loans was $39 and $63, respectively, net of current portion of $47 | The equipment loans had an aggregate principal balance of $185 at inception, with forty-eight equal monthly payments of principal and interest due beginning ninety days after taking possession of the machinery. The equipment loans are collateralized by the underlying machinery. As of December 31, 2020 and 2019, the aggregate outstanding principal balance of the equipment loans was $63 and $111, respectively, net of current portion of $47. | ||
Future payments, inclusive interest | $ 7 | |||
Common Stock [Member] | ||||
Debt (Details) [Line Items] | ||||
Warrant purchase shares | 77,250 | 77,250 | ||
Per share | $ 1.34 | $ 1.34 |
Debt (Details) - Schedule of fu
Debt (Details) - Schedule of future payments required under the noncancellable equipment agreements - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt (Details) - Schedule of future payments required under the noncancellable equipment agreements [Line Items] | ||
2021, excluding the six months ended June 30, 2021 | $ 25 | $ 50 |
2022 | 50 | 50 |
2023 | 17 | 17 |
Total future equipment payments | $ 92 | $ 117 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of future minimum lease payments - Vicarious Surgical US Inc. [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies (Details) - Schedule of future minimum lease payments [Line Items] | ||
2021, excluding the six months ended June 30, 2021 | $ 392 | $ 418,000 |
2022 | 1,397 | 428,000 |
2023 | 1,675 | 436,000 |
2024 | 1,334 | |
2025 | 1,376 | |
Thereafter | 4,631 | |
Total future minimum lease payments | $ 10,805 | $ 1,282,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Income Taxes (Details) [Line Items] | ||
Valuation allowance | $ 3.9 | $ 3.1 |
Unlimited carryforwards | 25 | |
Research and development | 0.6 | 0.9 |
2035 through 2040 [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 27.9 | |
2034 Through 2037 [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforwards | $ 27.8 |
Convertible Preferred Stock a_3
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | $ 46,670 | $ 46,670 | $ 33,150 |
Series A Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | 6,477 | 6,477 | 6,477 |
Series A1 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | 16,678 | 16,678 | 16,678 |
Series A2 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | 9,995 | 9,995 | 9,995 |
Series A3 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | $ 13,520 | $ 13,520 |
Convertible Preferred Stock a_4
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) - Vicarious Surgical US Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series A Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) [Line Items] | |||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 5,075,585 | 5,075,585 | 5,075,585 |
Convertible preferred stock, issued (in Dollars) | $ 5,075,585 | $ 5,075,585 | |
Convertible preferred stock, outstanding | 5,075,585 | 5,075,585 | 5,075,585 |
Liquidation preference (in Dollars) | $ 6,572 | $ 6,572 | $ 6,572 |
Series A1 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) [Line Items] | |||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 7,915,363 | 7,915,363 | 7,915,363 |
Convertible preferred stock, issued (in Dollars) | $ 7,915,363 | $ 7,915,363 | |
Convertible preferred stock, outstanding | 7,915,363 | 7,915,363 | 7,915,363 |
Liquidation preference (in Dollars) | $ 16,760 | $ 16,760 | $ 16,760 |
Series A2 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) [Line Items] | |||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 3,043,029 | 3,043,029 | 3,043,029 |
Convertible preferred stock, issued (in Dollars) | $ 3,043,029 | $ 3,043,029 | |
Convertible preferred stock, outstanding | 3,043,029 | 3,043,029 | 3,043,029 |
Liquidation preference (in Dollars) | $ 10,000 | $ 10,000 | $ 10,000 |
Series A3 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) [Line Items] | |||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 5,538,308 | 5,538,308 | 5,538,308 |
Convertible preferred stock, issued (in Dollars) | $ 4,143,304 | $ 4,143,304 | |
Convertible preferred stock, outstanding | 4,143,304 | 4,143,304 | 4,143,304 |
Liquidation preference (in Dollars) | $ 13,616 | $ 13,616 | $ 13,616 |
Liquidation preference, authorized | 0 | 0 | |
Liquidation preference, issued | 0 | 0 | |
Liquidation preference, outstanding | 0 | 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation (Details) [Line Items] | ||||||
Granted options shares (in Shares) | 1,148,758 | |||||
Weighted-average grant date fair value for options granted (in Dollars per share) | $ 0.82 | |||||
Vicarious Surgical US Inc. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Options and restricted stock vest percentage | 25.00% | 25.00% | ||||
Share based grant rate | 6.25% | 6.25% | ||||
Granted options shares (in Shares) | 89,000 | 1,148,758,000 | 1,035,615 | 1,188,093 | ||
Common stock to employees and consultants fair value | $ 532 | $ 4,657 | $ 842 | $ 805 | ||
Total gross unrecognized stock-based compensation expense related to unvested stock options | $ 4,922 | $ 4,922 | $ 1,065 | $ 869 | ||
Expected recognized over weighted-average period | 3 years 1 month 28 days | 3 years 2 months 4 days | 3 years 10 days | |||
Share based compensation awards shares (in Shares) | 776,458 | 776,458 | 1,804,694 | |||
Weighted-average grant date fair value for options granted (in Dollars per share) | $ 5.97 | $ 0.82 | $ 4.05 | $ 0.0001 | $ 0.0001 | |
Aggregate intrinsic value of options exercised | $ 31 | $ 65 | ||||
Weighted-average grant date fair value for options granted per share (in Dollars per share) | $ 0.81 | $ 0.68 | ||||
Share based compensation intrinsic value of options exercised | $ 33 | $ 18 | ||||
2014 Plan [Member] | Vicarious Surgical US Inc. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Stock options restricted stock and other stock-based awards shares (in Shares) | 4,830,591 | 4,830,591 | ||||
Employees [Member] | Vicarious Surgical US Inc. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Employees and expire | 3 years | 3 years | ||||
Nonemployees [Member] | Vicarious Surgical US Inc. [Member] | ||||||
Stock-Based Compensation (Details) [Line Items] | ||||||
Employees and expire | 10 years | 10 years |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of black-scholes option-pricing model - Vicarious Surgical US Inc. [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation (Details) - Schedule of black-scholes option-pricing model [Line Items] | ||||
Dividend yield | ||||
Fair value of Common Stock (in Dollars per share) | $ 9.5 | |||
Minimum [Member] | ||||
Stock-Based Compensation (Details) - Schedule of black-scholes option-pricing model [Line Items] | ||||
Risk-free interest rate | 1.11% | 0.45% | 0.26% | 1.44% |
Expected lives, in years | 5 years 11 months 26 days | 5 years 2 months 12 days | 5 years | 5 years 25 days |
Expected volatility | 70.64% | 69.66% | 67.45% | 56.18% |
Fair value of Common Stock (in Dollars per share) | $ 6.26 | |||
Maximum [Member] | ||||
Stock-Based Compensation (Details) - Schedule of black-scholes option-pricing model [Line Items] | ||||
Risk-free interest rate | 1.13% | 1.13% | 0.53% | 1.87% |
Expected lives, in years | 6 years 29 days | 6 years 1 month 9 days | 6 years 29 days | 6 years 1 month 17 days |
Expected volatility | 70.92% | 71.02% | 70.36% | 60.17% |
Fair value of Common Stock (in Dollars per share) | $ 9.5 |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of total stock-based compensation expense - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | $ 369 | $ 81 | $ 625 | $ 158 | $ 448 | $ 336 |
Research and development [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | 145 | 60 | 256 | 133 | ||
Sales and Marketing [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | 21 | 0 | 36 | (19) | ||
General and Administrative [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | $ 203 | $ 21 | $ 333 | $ 44 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of the option activity of the Plan | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Schedule of the option activity of the Plan [Abstract] | |
Options outstanding, Beginning | shares | 2,695,482 |
Exercise Price outstanding, Beginning | $ / shares | $ 1.01 |
Remaining Contractual Life (in Years), outstanding, Beginning | 7 years 10 months 20 days |
Options, Granted | shares | 1,148,758 |
Exercise Price, Granted | $ / shares | $ 6.51 |
Remaining Contractual Life (in Years), Granted | 9 years 4 months 24 days |
Options, Exercised | shares | (132,207) |
Exercise Price, Exercised | $ / shares | $ 0.84 |
Remaining Contractual Life (in Years), Exercised | 3 years 10 months 9 days |
Options, Repurchased, cancelled, forfeited, or expired | shares | (120,522) |
Exercise Price, Repurchased, cancelled, forfeited, or expired | $ / shares | $ 2.39 |
Remaining Contractual Life (in Years), Repurchased, cancelled, forfeited, or expired | |
Options, Options vested and expected | shares | 3,591,511 |
Exercise Price, Options vested and expected | $ / shares | $ 2.73 |
Remaining Contractual Life (in Years), Options vested and expected | 8 years 25 days |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of shares of Common Stock for future issuance - Vicarious Surgical US Inc. [Member] - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-Based Compensation (Details) - Schedule of shares of Common Stock for future issuance [Line Items] | |||
Common Stock options outstanding | 3,592 | 2,695 | 2,438 |
Shares available for issuance under the Plan | 699 | 1,728 | 457 |
Warrants | 77 | 77 | |
Class A shares | 6,000 | 6,000 | 6,000 |
Convertible Preferred Stock outstanding | 20,177 | 20,177 | 16,034 |
Convertible Preferred Stock available | 1,395 | 1,395 | |
Total shares of authorized Common Stock reserved for future issuance | 31,940 | 32,072 | 24,929 |
Employee Retirement Plan (Detai
Employee Retirement Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 8 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Vicarious Surgical US Inc. [Member] | ||||||
Employee Retirement Plan (Details) [Line Items] | ||||||
Funded matching contribution | $ 93 | $ 55 | $ 168 | $ 109 | $ 223 | $ 157 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Vicarious Surgical US Inc. [Member] | ||||||
Net Loss Per Share (Details) [Line Items] | ||||||
Dilutive securities excluded of shares | 23,846,042 | 18,008,068 | 23,846,042 | 18,008,068 | 22,950,013 | 18,472,134 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic loss per share - Vicarious Surgical US Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for basic and diluted net loss per share: | ||||||
Net loss | $ (6,638) | $ (3,047) | $ (11,869) | $ (5,750) | $ (12,875) | $ (9,314) |
Denominator for basic and diluted net loss per share: | ||||||
Weighted average shares | 6,454,329 | 5,564,961 | 6,404,522 | 5,664,032 | ||
Net loss per share of Class A and Class B common stock – basic and diluted | $ (1.03) | $ (0.55) | $ (1.85) | $ (1.02) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - Schedule of depreciation calculated using straight-line method over the estimated useful lives - Vicarious Surgical US Inc. [Member] | Jun. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of depreciation calculated using straight-line method over the estimated useful lives [Line Items] | ||
Computer equipment and software | 3 years | 3 years |
Leasehold improvements | lesser of useful life or remaining lease term | lesser of useful life or remaining lease term |
Minimum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of depreciation calculated using straight-line method over the estimated useful lives [Line Items] | ||
Manufacturing equipment | 3 years | 3 years |
Furniture and fixtures | 3 years | 3 years |
Maximum [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of depreciation calculated using straight-line method over the estimated useful lives [Line Items] | ||
Manufacturing equipment | 5 years | 5 years |
Furniture and fixtures | 7 years | 7 years |
Property and Equipment, Net (_3
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,909 | $ 609 | $ 729 |
Less accumulated depreciation | (389) | (127) | (284) |
Property and equipment, net | $ 1,520 | $ 482 | 445 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 to 5 years | 3 to 5 years | |
Machinery and equipment [Member] | Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 552 | $ 509 | 535 |
Furniture and fixed assets [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 to 7 years | 3 to 7 years | |
Furniture and fixed assets [Member] | Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 153 | $ 46 | 103 |
Computer hardware and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | 3 years | |
Computer hardware and software [Member] | Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 119 | $ 30 | 67 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | Lesser of lease term or asset life | Lessor of lease term or asset life | |
Leasehold improvements [Member] | Vicarious Surgical US Inc. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,085 | $ 24 | $ 24 |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule of financial assets measured at fair value on a recurring basis and indicates the fair value hierarchy of the inputs - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Assets: | |||
Money market funds | $ 6,551 | $ 15,768 | $ 1,758 |
Certificates of deposit | 13,324 | ||
Total assets | 6,551 | 15,768 | 15,082 |
Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | |||
Assets: | |||
Money market funds | 6,551 | 15,768 | 1,758 |
Certificates of deposit | |||
Total assets | 6,551 | 15,768 | 1,758 |
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Money market funds | |||
Certificates of deposit | 13,324 | ||
Total assets | 13,324 | ||
Significant Unobservable Inputs (Level 3) [Member] | |||
Assets: | |||
Money market funds | |||
Certificates of deposit | |||
Total assets |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued expenses and other current liabilities - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Accrued expenses and other current liabilities [Abstract] | |||
Compensation and benefits related | $ 559 | $ 291 | $ 233 |
Professional services and other | 1,326 | 103 | 81 |
Accrued expenses | $ 1,894 | $ 394 | $ 314 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of future payments required under the noncancellable equipment agreements - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt (Details) - Schedule of future payments required under the noncancellable equipment agreements [Line Items] | ||
2021 | $ 25 | $ 50 |
2022 | 50 | 50 |
2023 | 17 | 17 |
Total future equipment payments | $ 92 | $ 117 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of future minimum lease payments - Vicarious Surgical US Inc. [Member] - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies (Details) - Schedule of future minimum lease payments [Line Items] | ||
2021 | $ 392 | $ 418,000 |
2022 | 1,397 | 428,000 |
2023 | 1,675 | 436,000 |
Total future minimum lease payments | $ 10,805 | $ 1,282,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of income tax rate effective income tax | 8 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of income tax rate effective income tax [Abstract] | ||
Income at US Statutory Rate | 21.00% | 21.00% |
State taxes, net of Federal benefit | 6.00% | 6.00% |
Permanent differences | (1.00%) | (1.00%) |
Tax credits | 4.00% | 6.00% |
Change in valuation allowance | (30.00%) | (33.00%) |
Other | 0.00% | 0.00% |
Total Income tax | 0.00% | 0.00% |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of deferred tax assets and (liabilities) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 7,602 | $ 4,178 |
Tax credits | 1,244 | 792 |
Share based compensation | 23 | 8 |
Accruals and reserves | 23 | 81 |
Depreciation and amortization | 104 | 81 |
Total deferred tax assets before valuation allowance | 8,996 | 5,140 |
Valuation allowance | (8,996) | (5,140) |
Net deferred tax assets |
Convertible Preferred Stock a_5
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | $ 46,670 | $ 46,670 | $ 33,150 |
Series A Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | 6,477 | 6,477 | 6,477 |
Series A1 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | 16,678 | 16,678 | 16,678 |
Series A2 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | 9,995 | 9,995 | 9,995 |
Series A3 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued [Line Items] | |||
Convertible Preferred Stock Classes, Total | $ 13,520 | $ 13,520 |
Convertible Preferred Stock a_6
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) - Vicarious Surgical US Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Series A Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) [Line Items] | |||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 5,075,585 | 5,075,585 | 5,075,585 |
Convertible preferred stock, issued | 5,075,585 | 5,075,585 | |
Convertible preferred stock, outstanding | 5,075,585 | 5,075,585 | 5,075,585 |
Liquidation preference (in Dollars) | $ 6,572 | $ 6,572 | $ 6,572 |
Series A1 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) [Line Items] | |||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 7,915,363 | 7,915,363 | 7,915,363 |
Convertible preferred stock, issued | 7,915,363 | 7,915,363 | |
Convertible preferred stock, outstanding | 7,915,363 | 7,915,363 | 7,915,363 |
Liquidation preference (in Dollars) | $ 16,760 | $ 16,760 | $ 16,760 |
Series A2 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) [Line Items] | |||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 3,043,029 | 3,043,029 | 3,043,029 |
Convertible preferred stock, issued | 3,043,029 | 3,043,029 | |
Convertible preferred stock, outstanding | 3,043,029 | 3,043,029 | 3,043,029 |
Liquidation preference (in Dollars) | $ 10,000 | $ 10,000 | $ 10,000 |
Series A3 Convertible Preferred Stock [Member] | |||
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of Convertible Preferred Stock authorized, issued (Parentheticals) [Line Items] | |||
Convertible preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized | 5,538,308 | 5,538,308 | 5,538,308 |
Convertible preferred stock, issued | 4,143,304 | 4,143,304 | |
Convertible preferred stock, outstanding | 4,143,304 | 4,143,304 | 4,143,304 |
Liquidation preference (in Dollars) | $ 13,616 | $ 13,616 | $ 13,616 |
Liquidation preference, authorized | 0 | 0 | |
Liquidation preference, issued | 0 | 0 | |
Liquidation preference, outstanding | 0 | 0 |
Convertible Preferred Stock a_7
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of common stock subject to vesting - Vicarious Surgical US Inc. [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Preferred Stock and Stockholders’ Deficit (Details) - Schedule of common stock subject to vesting [Line Items] | |||||
Shares Subject to Vesting, Balance of unvested shares | 65,974 | 857,639 | 1,649,304 | ||
Weighted Average Purchase Price, Balance of unvested shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares Subject to Vesting, Vested | (791,665) | (791,665) | |||
Weighted Average Purchase Price, Vested | $ 5.97 | $ 0.82 | $ 4.05 | $ 0.0001 | $ 0.0001 |
Shares Subject to Vesting, Balance of unvested shares | 65,974 | 857,639 | |||
Weighted Average Purchase Price, Balance of unvested shares | $ 0.0001 | $ 0.0001 |
Stock-based Compensation (Det_6
Stock-based Compensation (Details) - Schedule of black-scholes option-pricing mode - Vicarious Surgical US Inc. [Member] - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based Compensation (Details) - Schedule of black-scholes option-pricing mode [Line Items] | ||||
Dividend yield | ||||
Fair value of Common Stock (in Dollars) | $ 1.34 | $ 1.22 | ||
Minimum [Member] | ||||
Stock-based Compensation (Details) - Schedule of black-scholes option-pricing mode [Line Items] | ||||
Risk-free interest rate | 1.11% | 0.45% | 0.26% | 1.44% |
Expected lives, in years | 5 years 11 months 26 days | 5 years 2 months 12 days | 5 years | 5 years 25 days |
Expected volatility | 70.64% | 69.66% | 67.45% | 56.18% |
Maximum [Member] | ||||
Stock-based Compensation (Details) - Schedule of black-scholes option-pricing mode [Line Items] | ||||
Risk-free interest rate | 1.13% | 1.13% | 0.53% | 1.87% |
Expected lives, in years | 6 years 29 days | 6 years 1 month 9 days | 6 years 29 days | 6 years 1 month 17 days |
Expected volatility | 70.92% | 71.02% | 70.36% | 60.17% |
Stock-based Compensation (Det_7
Stock-based Compensation (Details) - Schedule of total stock-based compensation expense - Vicarious Surgical US Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | $ 369 | $ 81 | $ 625 | $ 158 | $ 448 | $ 336 |
Research and development [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | 335 | 220 | ||||
Sales and marketing [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | (6) | 31 | ||||
General and administrative [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Total | $ 119 | $ 86 |
Stock-based Compensation (Det_8
Stock-based Compensation (Details) - Schedule of the option activity of the Plan - Vicarious Surgical US Inc. [Member] - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based Compensation (Details) - Schedule of the option activity of the Plan [Line Items] | ||||
Options outstanding, Beginning | 2,695,482 | 2,438,157 | 1,407,669 | |
Exercise Price outstanding, Beginning | $ 1.01 | $ 0.86 | $ 0.51 | |
Remaining Contractual Life (in Years), outstanding, Beginning | 8 years 4 months 24 days | 6 years 8 months 26 days | ||
Options, Granted | 89,000 | 1,148,758,000 | 1,035,615 | 1,188,093 |
Exercise Price, Granted | $ 1.34 | $ 1.22 | ||
Remaining Contractual Life (in Years), Granted | 9 years 9 months 7 days | 9 years 7 months 13 days | ||
Options, Exercised | (132,456) | (77,605) | ||
Exercise Price, Exercised | $ 0.32 | $ 0.39 | ||
Remaining Contractual Life (in Years), Exercised | 3 years 25 days | 5 years 6 months 25 days | ||
Options, Repurchased, cancelled, forfeited, or expired | (645,834) | (80,000) | ||
Exercise Price, Repurchased, cancelled, forfeited, or expired | $ 1.1 | $ 0.73 | ||
Remaining Contractual Life (in Years), Repurchased, cancelled, forfeited, or expired | ||||
Options outstanding, Ending | 2,695,482 | 2,438,157 | ||
Exercise Price outstanding, Ending | $ 1.01 | $ 0.86 | ||
Remaining Contractual Life (in Years), outstanding, Ending | 7 years 10 months 20 days | |||
Options, Options vested | 1,178,984 | |||
Exercise Price, Options vested | $ 0.68 | |||
Remaining Contractual Life (in Years), Options vested | 6 years 21 days | |||
Options, Options vested and expected to vest | 2,695,482 | |||
Exercise Price, Options vested and expected to vest | $ 1.01 | |||
Remaining Contractual Life (in Years), Options vested and expected to vest at December | 7 years 10 months 20 days |
Stock-based Compensation (Det_9
Stock-based Compensation (Details) - Schedule of shares of Common Stock for future issuance - Vicarious Surgical US Inc. [Member] - shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based Compensation (Details) - Schedule of shares of Common Stock for future issuance [Line Items] | |||
Common Stock options outstanding | 3,592 | 2,695 | 2,438 |
Shares available for issuance under the Plan | 699 | 1,728 | 457 |
Warrants | 77 | 77 | |
Class A shares | 6,000 | 6,000 | 6,000 |
Convertible Preferred Stock outstanding | 20,177 | 20,177 | 16,034 |
Convertible Preferred Stock available | 1,395 | 1,395 | |
Total shares of authorized Common Stock reserved for future issuance | 31,940 | 32,072 | 24,929 |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of basic loss per share - Vicarious Surgical US Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for basic and diluted net loss per share: | ||||||
Net loss | $ (6,638) | $ (3,047) | $ (11,869) | $ (5,750) | $ (12,875) | $ (9,314) |
Denominator for basic and diluted net loss per share: | ||||||
Weighted average shares | 5,809,312 | 4,916,432 | ||||
Net loss per Class A and Class B common share – basic and diluted | $ (2.22) | $ (1.89) |