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 surgical robots and virtual reality to transport surgeons inside the patient to perform minimally invasive surgical procedures. The accompanying condensed consolidated 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. Unless otherwise indicated or the context otherwise requires, references in this Quarterly Report on Form 10-Q/A to the “Company” and “Vicarious Surgical” refer to the consolidated operations of Vicarious Surgical Inc. References to “D8” refer to the Company prior to the consummation of the Business Combination and references to “Legacy Vicarious Surgical” refer to Vicarious Surgical Inc. prior to the consummation of the Business Combination. On April 15, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with D8 Holdings Corp (“D8”) to effect 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 Merger Agreement was effected, and each shares of Vicarious Surgical Inc. stock was exchanged for 3.29831 shares of D8 common stock. The Company received total proceeds of $77,993 after redemptions. In connection with the Merger, D8 entered into subscription agreements with subscribers who agreed to purchase an aggregate of 14,200,000 shares of Class A common stock for a purchase price of $142,000 (the “PIPE”), all of which were issued on the effective date. In total, this provided the Company cash of $190,424, which is net of transaction costs of $29,569. Legacy Vicarious Surgical was deemed to be the accounting acquirer in the business combination. The determination was primarily based on Legacy Vicarious Surgical’s stockholders having a majority of the voting power in the combined Company, Legacy Vicarious Surgical having the ability to appoint a majority of the Board of Directors of the Company, Legacy Vicarious Surgical’s existing management team comprising the senior management of the combined Company, Legacy Vicarious Surgical comprising the ongoing operations of the combined Company and the combined Company assuming Vicarious Surgical’s name. Accordingly, for accounting purposes, the business combination was treated as the equivalent of Legacy Vicarious Surgical issuing stock for the net assets of D8, accompanied by a recapitalization. The net assets of D8 are stated at historical cost, with no goodwill or other intangible assets recorded. While D8 was the legal acquirer in the business combination, because Legacy Vicarious Surgical was deemed the accounting acquirer, the historical financial statements of Legacy Vicarious Surgical became the historical financial statements of the combined Company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy Vicarious Surgical prior to the business combination; (ii) the combined results of D8 and Legacy Vicarious Surgical following the close of the Business Combination; (iii) the assets and liabilities of Legacy Vicarious Surgical at their historical cost; and (iv) the Legacy Vicarious Surgical’s equity structure for all periods presented, as affected by the recapitalization presentation. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Vicarious Surgical’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Vicarious Surgical’s outstanding convertible preferred stock and Legacy Vicarious Surgical’s common stock prior to the business combination have been retroactively restated as shares reflecting the exchange ratio of $3.29831 established in the Business Combination. Legacy Vicarious Surgical’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted into common stock and reclassified to permanent as a result of the reverse recapitalization. Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and 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 condensed consolidated 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 consolidated balance sheet as of December 31, 2020, included herein, was derived from the audited financial statements of the Company. The condensed consolidated 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 September 30, 2021, our results of operations, and shareholders’ equity/(deficit) for the three and nine-month periods ended September 30, 2021 and 2020, and our cash flows for the nine-month periods ended September 30, 2021 and 2020. The operating results for the three and nine-month periods ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any interim period or for any other future year. Restatement These condensed consolidated financial statements for the three and nine months ended September 30, 2021, including certain notes thereto have been restated. The restatement relates to the valuation of the Company’s Public Warrants which were classified as Level 3 on the September 30, 2021 condensed consolidated balance sheet which the Company has determined should have been valued using Level 1. The Public Warrants have been reclassified and are now presented as Level 1 with an amended valuation reflecting that of the public markets both at the date the warrants were acquired on September 17, 2021 and at September 30, 2021. The effects of these changes on the condensed consolidated balance sheet at September 30, 2021, the condensed consolidated statement of operations and condensed consolidated statement of convertible preferred stock, common stock and stockholders’ equity/(deficit) for the three and nine month periods ended September 30, 2021 and the condensed consolidated statement of cash flows for the nine months ended September 30, 2021 are as follows: (in thousands, except per share data) September 30, 2021 Balance Sheet: As reported Adjustment As restated Warrant liabilities $ 178,287 $ (48,645 ) $ 129,642 Total liabilities $ 183,728 $ (48,645 ) $ 135,083 Additional paid-in capital $ 118,563 $ 28,290 $ 146,853 Accumulated deficit $ (108,939 ) $ 20,355 $ (88,584 ) Stockholders equity $ 9,636 $ 48,645 $ 58,281 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Statements of Operations: As reported Adjustment As restated As reported Adjustment As restated Change in fair value of warrants $ (56,887 ) $ 20,355 $ (36,532 ) $ (56,887 ) $ 20,355 $ (36,532 ) Loss before income taxes $ (65,479 ) $ 20,355 $ (45,124 ) $ (77,348 ) $ 20,355 $ (56,993 ) Net loss $ (65,479 ) $ 20,355 $ (45,124 ) $ (77,348 ) $ 20,355 $ (56,993 ) Net loss per share of Class A and Class B common stock, basic and diluted $ (0.71 ) $ 0.22 $ (0.49 ) $ (0.87 ) $ 0.23 $ (0.64 ) Statements of Convertible Preferred Stock, Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Common Stock and Stockholders' Equity/(Deficit): As reported Adjustment As restated As reported Adjustment As restated Additional paid-in capital Reverse recapitalization, net of transaction costs $ 69,021 $ 28,290 $ 97,311 $ 69,021 $ 28,290 $ 97,311 Additional paid-in capital balance $ 118,563 $ 28,290 $ 146,853 $ 118,563 $ 28,290 $ 146,853 Accumulated deficit Net loss $ (65,479 ) $ 20,355 $ (45,124 ) $ (77,348 ) $ 20,355 $ (56,993 ) Balance, September 30, 2021 $ (108,939 ) $ 20,355 $ (88,584 ) $ (108,939 ) $ 20,355 $ (88,584 ) Nine Months Ended September 30, 2021 Statement of Cash Flows: As reported Adjustment As restated Net loss $ (77,348 ) $ 20,355 $ (56,993 ) Change in fair value of warrant liabilities $ 56,887 $ (20,355 ) $ 36,532 |