Vicarious Surgical Inc 8-K, filed Jul 30, 2020
Vicarious Surgical Inc. (RBOT)
About this 8-K
Vicarious Surgical Inc filed this 8-K on July 30, 2020, reporting on events of July 24, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 24, 2020
D8 HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39384 | N/A | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
Unit 1008, 10/F, Champion Tower
3 Garden Road
Central, Hong Kong
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: +852 3973 5500
Not
Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant | DEH.U | The New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 par value | DEH | The New York Stock Exchange | ||
| Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share | DEH WS | The New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Over-Allotment Closing
As previously reported on a Current Report on Form 8-K of D8 Holdings Corp. (the “Company”), on July 17, 2020, the Company consummated its initial public offering (“IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000. The underwriters of the IPO (the “Underwriters”) were granted a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments, if any. On July 24, 2020, the Underwriters exercised the over-allotment option in full and purchased an additional 4,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $45,000,000.
As previously reported on a Current Report on Form 8-K of the Company, on July 17, 2020, simultaneously with the closing of the IPO, the Company completed the private sale of 8,000,000 warrants (the “Private Placement Warrants”) to D8 Sponsor LLC (the “Sponsor”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $8,000,000. On July 24, 2020, simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 900,000 Private Placement Warrants to the Sponsor, generating gross proceeds of $900,000.
A total of $345,000,000 of the net proceeds from the sale of the Units, the Over-Allotment Units and the Private Placement Units was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, established for the benefit of the Company’s public shareholders. An audited balance sheet as of July 17, 2020 reflecting receipt of the net proceeds from the IPO and the sale of the Private Placement Warrants on July 17, 2020, but not the proceeds from the sale of the Over-Allotment Units nor the sale of the Private Placement Warrants on July 24, 2020, had been prepared by the Company and previously filed on a Current Report on Form 8-K. The Company’s unaudited pro forma balance sheet as of July 24, 2020, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the Private Placement Warrants on the same day is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Pro Forma Balance Sheet as of July 24, 2020. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| D8 HOLDINGS CORP. | ||
| By: | /s/ David Chu | |
| Name: David Chu | ||
| Title: Chief Executive Officer | ||
| Dated: July 30, 2020 | ||
2
Exhibit 99.1
D8 HOLDINGS CORP.
BALANCE SHEET
| July 17, 2020 | Pro Forma Adjustments | As Adjusted | ||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| Assets: | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 1,469,570 | $ | 900,000 | (b) | $ | 1,469,570 | |||||
| (900,000 | )(c) | |||||||||||
| Prepaid expenses | 276,800 | - | 276,800 | |||||||||
| Total current assets | 1,746,370 | - | 1,746,370 | |||||||||
| Cash held in Trust Account | 300,000,000 | 45,000,000 | (a) | 345,000,000 | ||||||||
| Total Assets | $ | 301,746,370 | $ | 45,000,000 | $ | 346,746,370 | ||||||
| Liabilities and Shareholders’ Equity: | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 250,000 | $ | - | $ | 250,000 | ||||||
| Accrued expenses | 85,000 | - | 85,000 | |||||||||
| Total current liabilities | 335,000 | - | 335,000 | |||||||||
| Deferred underwriting commissions | 10,500,000 | 1,575,000 | (d) | 12,075,000 | ||||||||
| Total liabilities | 10,835,000 | 1,575,000 | 12,410,000 | |||||||||
| Commitments and Contingencies | ||||||||||||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, 28,591,136 and 32,933,636 shares subject to possible redemption at $10.00 per share, actual and as adjusted, respectively | 285,911,360 | 43,425,000 | (e) | 329,336,360 | ||||||||
| Shareholders’ Equity: | ||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | - | |||||||||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 1,408,864 and 1,566,364 shares issued and outstanding (excluding 28,591,136 and 32,933,636 shares subject to possible redemption), actual and as adjusted, respectively | 141 | 450 | (a) | 157 | ||||||||
| (434 | )(e) | |||||||||||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding, actual and as adjusted | 863 | - | 863 | |||||||||
| Additional paid-in capital | 5,043,996 | 44,999,550 | (a) | 5,043,980 | ||||||||
| 900,000 | (b) | |||||||||||
| (900,000 | )(c) | |||||||||||
| (1,575,000 | )(d) | |||||||||||
| (43,424,566 | )(e) | |||||||||||
| Accumulated deficit | (44,990 | ) | - | (44,990 | ) | |||||||
| Total shareholders’ equity | 5,000,010 | - | 5,000,010 | |||||||||
| Total Liabilities and Shareholders’ Equity | $ | 301,746,370 | $ | 45,000,000 | $ | 346,746,370 | ||||||
The accompanying notes are an integral part of these financial statements.
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of D8 Holdings Corp. (the “Company”) as of July 17, 2020, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on July 24, 2020 as described below.
The Company consummated its initial public offering (the “IPO”) of 30,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
In connection with the IPO, the underwriters were granted an option to purchase up to an additional 4,500,000 Units to cover over-allotments, if any. On July 24, 2020, the underwriters exercised the over-allotment option in full and purchased an additional 4,500,000 Units (the “Over-Allotment Units”), generating gross proceeds of $45.0 million, and incurred additional offering costs of approximately $2.5 million in underwriting fees (inclusive of approximately $1.6 million in deferred underwriting fees). On July 24, 2020, simultaneously with the sale of the Over-Allotment Units, the Company consummated a private sale of an additional 900,000 Private Placement Warrants to D8 Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), generating gross proceeds of $900,000.
In addition, the Sponsor agreed to forfeit up to 1,125,000 Class B ordinary shares, par value $0.0001 (the “Founder Shares”) to the extent that the over-allotment option is not exercised in full by the underwriters. The underwriters exercised their over-allotment option on July 24, 2020. As a result, these shares were no longer subject to forfeiture.
Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option and the sale of the private placement warrants described above are as follows:
| Pro Forma Entries | Debit | Credit | ||||||||
| (a) | Trust account | $ | 45,000,000 | |||||||
| Class A ordinary shares | $ | 450 | ||||||||
| Additional paid-in capital | $ | 44,999,550 | ||||||||
| To record sale of 4,500,000 Overallotment Units at $10.00 per Unit | ||||||||||
| (b) | Cash | $ | 900,000 | |||||||
| Additional paid-in capital | $ | 900,000 | ||||||||
| To record sale of 900,000 Private Placement Warrants at $1.00 per warrant | ||||||||||
| (c) | Additional paid-in capital | $ | 900,000 | |||||||
| Cash | $ | 900,000 | ||||||||
| To record payment of 2% of cash underwriting fee on overallotment option | ||||||||||
| (d) | Additional paid-in capital | $ | 1,575,000 | |||||||
| Deferred underwriting commissions | $ | 1,575,000 | ||||||||
| To record additional deferred underwriting fee on overallotment option | ||||||||||
| (e) | Class A ordinary shares | $ | 434 | |||||||
| Additional paid-in capital | $ | 43,424,566 | ||||||||
| Class A ordinary shares subject to possible redemption | $ | 43,425,000 | ||||||||
| To reclassify Class A ordinary shares out of permanent equity into mezzanine redeemable stock | ||||||||||