Vicarious Surgical Inc. signed a letter of intent to acquire D8 Holdings Corp. (NYSE:DEH) in a reverse merger transaction on January 28, 2021. Vicarious Surgical Inc. entered into an agreement to acquire D8 Holdings Corp. in a reverse merger transaction on April 15, 2021. Under the Merger Agreement, D8 Holdings has agreed to acquire all of the outstanding shares of common stock of Vicarious Surgical for approximately $870 million in aggregate consideration. Under the terms, 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 by (ii) the Fully Diluted Adjusted Merger Consideration (as defined by the Merger Agreement) for each share in such class of Company Capital Stock (as defined in the Merger Agreement). The Founders will receive shares of Domesticated Company Class B Stock equal to (i) the amount of shares of Company Class A Common Stock (as defined in the Merger Agreement) owned by such Founder multiplied by (ii) the Fully Diluted Adjusted Merger Consideration (as defined by the Merger Agreement) for each share of Company Class A Common Stock (as defined in the Merger Agreement). D8 Holdings is issuing 67,644,991 New Vicarious Surgical Class A Stock to Vicarious Surgical stockholders and 19,726,836 New Vicarious Surgical Class B Stock to Founders. Assuming no public shareholders of D8 Holdings Corp. exercise their redemption rights and based on current assumptions regarding the financial condition of Vicarious Surgical as of the closing of the transaction, current Vicarious Surgical Inc. equity holders will own approximately 61.5%, D8 Holdings Corp. equity holders will own approximately 24.3%, D8's sponsor will own approximately 6.1% and PIPE investors will own 8.1% issued and outstanding shares of common stock, options and warrants to purchase shares of common stock, respectively, of the combined company at closing. As of September 10, 2021, D8 Holdings announced that it secured $27 million in additional commitments for a private placement of common stock (“PIPE”) in support of their business combination transaction, bringing the aggregate amount of PIPE commitments to $142 million, and the total anticipated gross proceeds of the business combination to approximately $487 million. Upon the closing of this transaction, the combined company will operate as Vicarious Surgical Inc. and will be listed on the New York Stock Exchange (“NYSE”) under the new ticker symbol "RBOT”. As a result of the transaction, Dr. Ho agreed to join the post-company board as a director. The combined company will be led by Adam Sachs as Chief Executive Officer and President, Sammy Khalifa as Chief Technology Officer, William Kelly as Chief Financial Officer, and June Morris as Chief Legal Officer and General Counsel. The combined company's board of directors will include David Styka as Chairman, Adam Sachs, Sammy Khalifa, Donald Tang, former President of D8, David Ho, Professor of Medicine at Columbia University Irving Medical Center, Dror Berman, Partner of Innovation Endeavors, Samir Kaul, General Partner of Khosla Ventures, Ric Fulop, CEO of Desktop Metal, and Philip Liang, Managing Partner of E15VC.

The closing is subject to certain customary conditions, including, among other things: (i) approval by D8 Holdings' stockholders and Vicarious Surgical's stockholders of the Merger Agreement, the Business Combination and certain other actions related thereto, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”),(iii) the absence of a material adverse effect with respect to Vicarious Surgical, (iv) D8 Holdings having at least $125 million of cash at the Closing, consisting of cash held in the Trust Account (as defined in the Merger Agreement) after giving effect to all Parent Shareholder Redemptions, and cash received from PIPE Investors and (v) Domesticated Parent Stock being approved for listing upon the Closing the continued listing of the shares of D8 Holdings common stock on the NYSE subject only to official notice of such issuance and to the requirement to have a sufficient number of round lot holders. The transaction, which was unanimously approved by the boards of directors of both Vicarious Surgical and D8, is subject to approval by D8's shareholders and other customary closing conditions. D8 Board unanimously recommends that shareholders vote “FOR” adoption of the Merger Agreement. As of August 9, 2021, the registration statement has been declared effective. The transaction has been approved by the shareholders of D8 Holdings Corp. on September 15, 2021. The transaction is expected to close in the third quarter of 2021. As of September 15, 2021, the transaction is expected to close on September 17, 2021.

Credit Suisse is serving as financial advisor and capital markets advisor to Vicarious Surgical. Ed C. Pease, Abraham (Avi) Reshtick, Larry P. Naughton, Edwin Pease, Andrew Thorpe and Laurence Naughton of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. are serving as legal counsels to Vicarious Surgical. UBS Investment Bank is serving as capital markets advisor to D8. Elliott Smith, Gary Silverman and Emery Choi of White & Case LLP is serving as legal counsel to D8. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to D8 Holdings Corp. and Vicarious Surgical Inc. (NYSE:RBOT). Morrow & Co., LLC acted as the information agent to D8 Holdings for a fee of $35,000. Continental Stock Transfer & Trust Company is the transfer agent for D8 Holdings common stock. Canaccord Genuity LLC acted as financial advisor to Vicarious Surgical Inc.

Vicarious Surgical Inc. completed the acquisition of D8 Holdings Corp. (NYSE:DEH) in a reverse merger transaction on September 17, 2021. Vicarious Surgical began trading on September 20, 2021. Transaction resulted in $220 million in gross proceeds.