As filed with the U.S. Securities and Exchange Commission on October 3, 2022

Registration No. 333-260281

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________

POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S
-1 ON FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________________

Vicarious Surgical Inc.
(Exact name of registrant as specified in its charter)

___________________________

Delaware

 

87-2678169

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

78 Fourth Avenue
Waltham, Massachusetts 02451
(617) 868
-1700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Adam Sachs
Chief Executive Officer
Vicarious Surgical Inc.
78 Fourth Avenue
Waltham, Massachusetts 02451
(617) 868
-1700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________

Copies to:

Edwin C. Pease, Esq.
Jason S. McCaffrey, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542
-6000

___________________________

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by the registrant.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

   

Non-accelerated filer

 

 

Smaller reporting company

 

           

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 7(a)(2)(B) of Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

 

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EXPLANATORY NOTE

On October 15, 2021, the registrant filed a Registration Statement on Form S-1 (File No. 333-260281) (the “Registration Statement”), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 22, 2021. On March 31, 2022, the registrant filed a post-effective amendment to Form S-1 (“Post-Effective Amendment No. 1”) to update the Registration Statement to include information contained in the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and certain other information in such Registration Statement and to include updated information regarding the selling stockholders named in the prospectus (the “Selling Securityholders”). The Post-Effective Amendment No. 1 was declared effective by the SEC on April 4, 2022.

This Post-Effective Amendment No. 2 to Form S-1 on Form S-3 (“Post-Effective Amendment No. 2”) is being filed by the registrant (i) to convert the registration statement on Form S-1 into a registration statement on Form S-3 and (ii) to include updated information regarding the Selling Stockholders, including a reduction in the number of shares of common stock being offered by the Selling Securityholders to 86,532,807 shares of Class A common stock and 19,686,297 shares of Class B common stock to reflect sales or other dispositions of such securities by the Selling Securityholders since the filing of the Post-Effective Amendment No. 1, and a reduction in the number of shares of Class A common stock issuable upon the exercise of warrants included in the units issued by the registrant in its initial public offering, each of which is exercisable for one share of Class A common stock, in accordance with its terms (the “Public Warrants”) to 17,248,601 shares of Class A common stock to reflect exercises of Public Warrants since the filing of the Post-Effective Amendment No. 1.

No additional securities are being registered under this Post-Effective Amendment No. 2 and all applicable registration and filing fees were paid at the time of the original filing of the Registration Statement.

 

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 3, 2022

PRELIMINARY PROSPECTUS

VICARIOUS SURGICAL INC.

Up to 103,781,408 Shares of Class A Common Stock
Up to 19,
686,297 Shares of Class B Common Stock
Up to 10,400,000 Warrants

This prospectus relates to the resale from time to time by the Selling Securityholders named in this prospectus (the “Selling Securityholders”) of up to (i) 10,400,000 Private Placement Warrants (as defined below), (ii) 10,400,000 shares of Class A common stock, par value $0.0001 per share (“Class A common stock”) that may be issued upon exercise of the Private Placement Warrants, (iii) 56,446,510 shares of Class A common stock consisting of shares of Class A common stock (the “D8 Founder Shares”) held by certain transferees of our predecessor company’s sponsor, D8 Sponsor LLC (the “Sponsor”), shares of Class A common stock issued in the PIPE Financing (as defined below), and shares of Class A common stock issued to our directors, officers and affiliates and the directors, officers and affiliates of Legacy Vicarious Surgical (as defined below) pursuant to the Business Combination Agreement (as defined below), (iv) 19,686,297 shares of Class B common stock, par value $0.0001 per share (“Class B common stock”) issued pursuant to the Business Combination Agreement, and (v) 19,686,297 shares of Class A common stock that may be issued upon the conversion of 19,686,297 shares of Class B common stock.

This prospectus also relates to the issuance by us of up to an aggregate of 27,648,601 shares of our Class A common stock, which consists of (i) (a) up to 1,500,000 shares of Class A common stock that are issuable upon the exercise of private placement warrants originally issued upon conversion of working capital loans made by our predecessor company, D8 Holdings Corp., a Delaware corporation (“D8”), at an exercise price of $11.50 per share of Class A common stock and (b) up to 8,900,000 shares of Class A common stock that are issuable upon the exercise of private placement warrants originally issued in a private placement in connection with the initial public offering of our predecessor company, D8, at an exercise price of $11.50 per share of Class A common stock (collectively, the “Private Placement Warrants”), and (ii) up to 17,248,601 shares of Class A common stock that are issuable upon the exercise of 17,248,601 warrants issued in connection with the initial public offering of D8 (the “Public Warrants,” and together with the Private Placement Warrants, the “Warrants”).

This prospectus provides you with a general description of such securities and the general manner in which we and the Selling Securityholders may offer or sell the securities. More specific terms of any securities that we and the Selling Securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

We will not receive any proceeds from the sale of shares of Class A common stock, shares of Class B common stock or Private Placement Warrants by the Selling Securityholders or of shares of Class A common stock by us pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Warrants.

However, we will pay the expenses, other than any underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Securityholders may sell the shares or Warrants in the section entitled “Plan of Distribution.”

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

Our Class A common stock and Public Warrants are listed on the NYSE under the symbols “RBOT” and “RBOT WS,” respectively. On September 30, 2022, the closing price of our Class A common stock was $3.35 and the closing price for our Public Warrants was $0.446.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus and in the other documents that are incorporated by reference in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2022.

 

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TABLE OF CONTENTS

 

Page

PROSPECTUS SUMMARY

 

1

THE OFFERING

 

5

RISK FACTORS

 

7

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

8

USE OF PROCEEDS

 

10

SELLING SECURITYHOLDERS

 

11

PLAN OF DISTRIBUTION

 

16

DESCRIPTION OF OUR SECURITIES

 

19

LEGAL MATTERS

 

30

EXPERTS

 

30

WHERE YOU CAN FIND MORE INFORMATION

 

30

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

31

You should rely only on the information contained in, or incorporated by reference in, this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.

For investors outside the United States:    We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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PROSPECTUS SUMMARY

The following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference from our other filings with the SEC or included in any applicable prospectus supplement. Investing in our securities involves risks. Please carefully consider the risk factors set forth in any prospectus supplements and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and any prospectus supplements and the documents incorporated by reference herein or therein, before purchasing our securities. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities.

About Vicarious Surgical Inc.

We are combining advanced miniaturized robotics, computer science and 3D visualization to build a new category of intelligent and affordable, single-incision surgical robot that virtually transports surgeons inside the patient to perform minimally invasive surgery (“MIS”). With our next-generation robotics technology and proprietary human-like surgical robots, we are seeking to improve patient outcomes, as well as the cost and efficacy of surgical procedures. Led by a visionary team of engineers from the Massachusetts Institute of Technology, we intend to deliver the next generation in robotic surgery, designed to solve the shortcomings of both open surgery, as well as current manual and robot-assisted MIS.

We estimate there are over 39 million soft tissue surgical procedures addressable by our technology. Of these procedures, it is estimated that more than 50% are performed using open surgery, and less than 5% are performed by current robot-assisted MIS.

We believe this slow adoption of robot-assisted surgery has occurred because of several factors, including the following:

        Significant Capital Investment.    Existing robotic systems require a high upfront cost and burdensome annual service contracts that are often prohibitively expensive, especially in outpatient settings. These capital costs are estimated to be up to $2.0 million per system upfront, plus an additional 10-20% annually for maintenance and service contracts.

        Low Utilization.    In addition to the significant acquisition costs, existing robotic systems create inefficiencies and increase costs to medical facilities considering adoption. Due to their large size and limited portability, existing robotic systems require the construction of a dedicated operating room, occupying valuable real estate within the hospital. Once in place, these robotic systems require extensive set-up and operating room turnover times, which limits the number of procedures that can be performed with the robotic system.

        Limited Capabilities.    Existing robotic systems have limited capabilities and are ill-suited for many outpatient procedures. Due to their limited degrees of freedom inside the abdomen, they depend on significant, complicated, robotic motion outside the body, and they have limited ability to operate in multiple quadrants, difficulty operating on the “ceiling” of the abdomen, create collisions inside and outside of the patient’s abdomen, and restrict overall access of the operating team to the patient.

        Difficult to Use.    Existing robotic systems necessitate device-specific training requiring the surgeon to “design the robotic motion” for each procedure. In choosing the incision sites, the surgeon must effectively design the kinematic motion of the robot for every procedure to operate well and avoid collisions inside and outside of the patient’s abdomen. They must design this kinematic motion with fewer degrees of freedom than they would employ using open surgery, restricting their natural movements. To become proficient at manipulating these legacy robotic systems to perform the procedures they otherwise were trained to perform via open surgery requires extensive training and several dozen procedures on live patients. As these systems are maintained in dedicated, expensive, operating rooms, obtaining access to train on the system becomes a significant impediment to adoption, resulting in more open surgeries.

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Our single-port system with advanced, miniaturized robotics and advanced visualization is designed to address the significant limitations of open surgery and existing single- and multi-port robotic surgical approaches to improve patient outcomes and enhance adoption by hospitals and other medical facilities. Our single-incision surgical robot, called the Vicarious System, is designed with a fundamentally different architecture, and proprietary “de-coupled actuators,” to overcome many of the limitations of open surgery or existing robot-assisted surgical procedures with a minimally invasive and more capable robotic system. This architecture enables unprecedented dexterity inside the abdomen through an ultra-thin support tube, providing significant improvement over existing legacy robotic systems and minimizing the complications and trauma associated with open surgery.

Additional Information

For additional information related to our business and operations, please refer to the reports incorporated herein by reference, including our Annual Report on Form 10-K for the year ended December 31, 2021, as described under the caption “Incorporation of Certain Information by Reference” on page 31 of this prospectus.

Our Corporate Information

Vicarious Surgical Inc. was originally incorporated in the Cayman Islands as a special purpose acquisition company under the name D8 Holdings Corp. (“D8”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving D8 and one or more businesses. On September 17, 2021 (the “Closing Date”), we consummated the transaction contemplated by the Agreement and Plan of Merger, dated as of April 15, 2021 (the “Business Combination Agreement”), by and among D8, Snowball Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of D8 (“Merger Sub”), and Vicarious Surgical Inc., a Delaware corporation incorporated in the State of Delaware on May 1, 2014 (“Legacy Vicarious Surgical”).

Pursuant to the terms of the Business Combination Agreement, a business combination between D8 was effected through the merger of Merger Sub with and into Legacy Vicarious Surgical, with Legacy Vicarious Surgical surviving as a wholly owned subsidiary of D8 (the “Merger,” and collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). Effective as of the Closing, D8 changed its named to Vicarious Surgical Inc. and Legacy Vicarious Surgical changed its name to Vicarious Surgical US Inc.

Our principal executive offices are located at 78 Fourth Avenue, Waltham, Massachusetts 02451, and our telephone number is (617) 868-1700. We maintain a website at https://www.vicarioussurgical.com, to which we regularly post copies of our press releases as well as additional information about us. The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available free of charge through the investor relations page of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

All brand names or trademarks appearing in this prospectus are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.

Background and Business Combination

Prior to the Closing Date, on September 16, 2021, as contemplated by the Business Combination Agreement, D8 filed a notice of deregistration and necessary accompanying documents with the Cayman Islands Registrar of Companies, and a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which D8 was domesticated and continues as a Delaware corporation, changing its name to “Vicarious Surgical Inc.” (the “Domestication”). As a result of and upon the effective time of the Domestication, (a) each D8 Unit then issued and outstanding as of immediately prior to the Domestication automatically separated into the underlying D8 Class A ordinary share and one-half of a D8 Public Warrant, (b) each D8 Class A ordinary share issued and outstanding immediately prior to the Domestication remained outstanding

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and automatically converted into one share of Class A common stock, (c) each D8 Class B ordinary share, par value $0.0001 per share, of D8 issued and outstanding immediately prior to the Domestication automatically converted into one share of D8 Class A ordinary share, and (d) each D8 Public Warrant automatically converted into a Public Warrant on the same terms as the D8 Public Warrants. No fractional Public Warrants were issued upon separation of the D8 Units.

On September 17, 2021, concurrently with the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (such completion, the “Closing”), D8 changed its name to “Vicarious Surgical Inc.” and Legacy Vicarious Surgical changed its name to “Vicarious Surgical Operating Co.” On October 6, 2021, Legacy Vicarious Surgical changed its name from “Vicarious Surgical Operating Co.” to “Vicarious Surgical US Inc.”

As a consequence of the Business Combination, each D8 Class B ordinary share or that was issued and outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) was converted, on a one-for-one basis, into a share of Class A common stock. The Business Combination had no effect on the Class A common stock that was issued and outstanding as of immediately prior to the Effective Time, which continues to remain outstanding, except for the shares redeemed in connection with the Business Combination.

In connection with the Closing of the Business Combination, (i) Legacy Vicarious Surgical stockholders received shares of Vicarious Surgical Class A common stock equal to the amount of shares of Legacy Vicarious Surgical capital stock owned by such stockholder multiplied by 3.29831 for each share in such class of Legacy Vicarious Surgical capital stock that was issued and outstanding immediately prior to the Effective Time, rounded to the nearest whole number of shares; (ii) the Legacy Vicarious Surgical Founders received shares of Vicarious Surgical Class B common stock equal to the amount of shares of Legacy Vicarious Surgical Class A common stock owned by such Legacy Vicarious Surgical Founder multiplied by 3.29831 for each share in such class of Legacy Vicarious Surgical Class A common stock that was issued and outstanding immediately prior to the Effective Time, rounded to the nearest whole number of shares; (iii) each option to purchase shares of Legacy Vicarious Surgical common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time was assumed by D8 and became an option (vested or unvested, as applicable) to purchase a number of shares of Vicarious Surgical Class A common stock equal to the number of shares of Legacy Vicarious Surgical common stock subject to such option immediately prior to the Effective Time multiplied by 3.29831, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by 3.29831 and rounded up to the nearest whole cent; and (iv) each warrant to purchase shares of Legacy Vicarious Surgical Class B common stock that was issued and outstanding prior to the Effective Time was assumed and converted into a warrant exercisable for shares of Vicarious Surgical Class A common stock.

In addition, concurrently with the execution of the Business Combination Agreement, on April 15, 2021 and September 9, 2021, D8 entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 14,200,000 shares of Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”).

Stock Exchange Listing

Our Class A common stock and Public Warrants are listed for trading on the NYSE under the symbols “RBOT” and “RBOT WS”, respectively.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 registration statement under the Securities Act 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 a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we,

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as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Vicarious Surgical’s financial statements with those of another public company that is not an emerging growth company or is 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.

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of D8’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates is $700 million or more as of the end of that fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

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THE OFFERING

Issuer

 

Vicarious Surgical Inc.

Issuance of Class A common stock

   

Shares of our Class A common stock to be issued upon exercise of all Private Placement Warrants and Public Warrants

 



27,648,601 shares

Shares of our common stock outstanding prior to exercise of all Warrants

 


122,278,754 shares(1)

Use of proceeds

 

We will receive up to an aggregate of approximately $318.0 million from the exercise of all 27,648,601 Warrants, assuming the exercise in full of such Warrants for cash.

Unless we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the exercise of such Warrants for general corporate purposes which may include acquisitions or other strategic investments or repayment of outstanding indebtedness.

Resale of Class A common stock, Class B common stock and Warrants

   

Shares of Class A common stock offered by the Selling Securityholders (representing the D8 Founder Shares, shares of Class A common stock that may be issued upon exercise of the Private Placement Warrants, shares issued in the PIPE Financing, and shares issued to our directors, officers and affiliates and the directors, officers and affiliates of Legacy Vicarious Surgical pursuant to the Business Combination Agreement, including shares that may be issued upon the conversion of shares of Class B common stock)

 












86,532,807 shares

Shares of Class B common stock offered by the Selling Securityholders

 


19,686,297 shares

Warrants offered by the Selling Securityholders
(representing the Private Placement Warrants)

 


10,400,000 Private Placement Warrants

Exercise price

 

$11.50 per share, subject to adjustment as described herein

Redemption

 

The Warrants are redeemable in certain circumstances. See “Description of Our Securities — Warrants” for further discussion.

____________

(1)      Represents the number of shares of Class A common stock and Class B common stock outstanding as of September 15, 2022. Includes (i) 102,592,457 shares of Class A common stock and (ii) 19,686,297 shares of Class A common stock issuable upon conversion of outstanding Class B common stock. The number of issued and outstanding shares of Class A common stock does not include the shares of Class A common stock reserved for issuance under the Vicarious Surgical Equity Incentive Plan.

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Use of proceeds

 

We will not receive any proceeds from the sale of the Class A common stock, Class B common stock and Warrants to be offered by the Selling Securityholders. With respect to shares of Class A common stock underlying the options, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such options to the extent such options are exercised for cash. With respect to shares of Class A common stock underlying the Warrants, we will not receive any proceeds from such shares except with respect to amounts received by us upon exercise of such Warrants to the extent such Warrants are exercised for cash.

Ticker symbols

 

“RBOT” and “RBOT WS” for the Class A common stock and Public Warrants, respectively.

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RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties and all other information, documents or reports included or incorporated by reference in this prospectus and, if applicable, any prospectus supplement or other offering materials, including the risks and uncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, which are incorporated by reference in this prospectus, and any updates to those risk factors included from time to time in our periodic and current reports filed with the SEC and incorporated by reference in this prospectus. Our business, financial condition or results of operations could be harmed by any of these risks. As a result, you could lose some or all of your investment in our securities. Additional risks not currently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act, that relate to future events or to our future operations or financial performance. These statements are based on the beliefs and assumptions of our management team. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or performance, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these identifying words. The forward-looking statements are based on projections prepared by, and are the responsibility of, the Company’s management. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and our ability to grow and manage growth profitably and retain our key employees;

        the ability to maintain the listing of our Class A common stock on the NYSE;

        the success, cost and timing of our product and service development activities;

        the commercialization and adoption of our initial products and the success of the Vicarious System, and any of our future product and service offerings;

        the potential attributes and benefits of the Vicarious System and any of our other product and service offerings once commercialized;

        our ability to obtain and maintain regulatory approval for the Vicarious System and our product and service offerings, and any related restrictions and limitations of any approved product or service offering;

        our business is subject to a variety of U.S. and foreign laws, which are subject to change and could adversely affect our business;

        our ability to identify, in-license or acquire additional technology;

        our ability to maintain our existing license agreements and manufacturing arrangements;

        our ability to compete with other companies currently marketing or engaged in the development of products and services for ventral hernia repair and additional surgical applications, many of which have greater financial and marketing resources than us;

        the size and growth potential of the markets for the Vicarious System and any of our future product and service offerings, and the ability of each to serve those markets once commercialized, either alone or in partnership with others;

        our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

        our ability to raise financing in the future;

        our financial performance;

        our intellectual property rights and how failure to protect or enforce these rights could harm our business, results of operations and financial condition

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        economic downturns and political and market conditions beyond our control and their potential to adversely affect our business, financial condition and results of operations; and

        the anticipated continued impact of the COVID-19 pandemic on our business.

These forward-looking statements are based on information available as of the date of this prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Important factors could cause actual results, performance or achievements to differ materially from those indicated or implied by forward-looking statements such as those described under the caption “Risk Factors” in this prospectus, as updated and supplemented by the discussion of risks and uncertainties under “Risk Factors” contained in any supplements to this prospectus or other offering materials, or in the sections entitled “Business,” “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” or “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent annual report on Form 10-K, as revised or supplemented by our subsequent quarterly reports on Form 10-Q or our subsequent current reports on Form 8-K, as well as any amendments thereto, as filed with the SEC and which are incorporated herein by reference. As a result of the risks and uncertainties, the results or events indicated by the forward-looking statements contained in this prospectus or in any document incorporated herein by reference may not occur.

Investors are cautioned not to place undue reliance on any forward-looking statement. Each forward-looking statement represents our views only as of the date of this prospectus or the date of the document incorporated by reference in this prospectus and should not be relied upon as representing our views as of any subsequent date. We anticipate that subsequent events and developments may cause our views to change. We expressly disclaim any obligation to update or alter any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make. All subsequent forward-looking statements attributable to us or to any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

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USE OF PROCEEDS

All of the Class A common stock, Class B common stock and Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.

We will receive up to an aggregate of approximately $318.0 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of the Warrants. There is no assurance that the holders of the Warrants will elect to exercise any or all of such Warrants. To the extent that the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Warrants will decrease.

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SELLING SECURITYHOLDERS

This prospectus relates to the possible resale by the Selling Securityholders of up to 86,532,807 shares of our Class A common stock, up to 19,686,297 shares of our Class B common stock, and up to 10,400,000 Private Placement Warrants. The Selling Securityholders may from time to time offer and sell any or all of the Class A common stock and warrants set forth below pursuant to this prospectus and any accompanying prospectus supplement. When we refer to the “Selling Securityholders” in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Securityholders’ interest in the Class A common stock, shares of Class B common stock or Private Placement Warrants other than through a public sale. We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such Class A common stock, shares of Class B common stock or warrants. In addition, the Selling Securityholders may sell, transfer or otherwise dispose of, at any time and from time to time, the Class A common stock, Class B common stock and warrants in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus. For purposes of this table, we have assumed that the Selling Securityholders will have sold all of the securities covered by this prospectus upon the completion of the offering.

The following table is prepared based on information provided to us by the Selling Securityholders. It sets forth the name and address of the Selling Securityholders, the aggregate number of shares of Class A common stock, shares of Class B common stock and Private Placement Warrants that the Selling Securityholders may offer pursuant to this prospectus, and the beneficial ownership of the Selling Securityholders both before and after the offering. We have based the percentage ownership prior to this offering on 102,592,457 shares of Class A common stock, 19,686,297 shares of Class B common stock and 10,400,000 Private Placement Warrants outstanding, in each case as of September 15, 2022. In calculating percentages of shares of Class A common stock owned by a particular Selling Securityholder, we treated as outstanding the number of shares of Class A common stock issuable upon (i) exercise of that particular Selling Securityholder’s Private Placement Warrants or (ii) conversion of that particular Selling Securityholder’s Class B common stock, if any, and did not assume the exercise of any other Selling Securityholder’s Private Placement Warrants or options, or upon the vesting of any other Selling Securityholder’s restricted stock units or conversion of any other Selling Securityholder’s Class B common stock.

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

Selling Securityholder information for each additional Selling Securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s shares pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholder and the number of shares registered on its behalf. A Selling Securityholder may sell or otherwise transfer all, some or none of such shares in this offering. See “Plan of Distribution.”

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Shares of Class A
Common Stock
Beneficially Owned
Prior to this Offering

 

Shares of Class B
Common Stock
Beneficially Owned
Prior to this Offering

 

Private Placement
Warrants
Beneficially Owned
prior to Offering

 

Number
of Shares
of Class A
Common
Stock
Being
Offered

 

Number
of Shares
of Class B
Common
Stock
Being
Offered

 

Number
of Private
Placement
Warrants
Being
Offered

 

Shares of Class A
Common Stock
Beneficially
Owned After the
Offered Shares of
Class A Common
Stock are Sold

 

Shares of Class B
Common Stock
Beneficially
Owned After the
Offered Shares of
Class A Common
Stock are Sold

 

Private
Placement
Warrants
Beneficially
Owned After the
Offered Warrants
are Sold

Selling Securityholders

 

Shares

 

Percent

 

Shares

 

Percent

 

Shares

 

Percent

 

Shares

 

Percent

 

Shares

 

Percent

 

Shares

 

Percent

Adam Sachs(1)(2)

 

11,440,388

 

10.0

%

 

11,273,050

 

57.3

%

 

 

 

 

11,273,050

 

11,273,050

 

 

167,338

 

*

 

 

 

 

 

AnglePoint Master Fund(3)

 

392,190

 

*

 

 

 

 

 

 

 

 

392,190

 

 

 

 

 

 

 

 

 

Aspex Master Fund(4)

 

2,600,000

 

2.5

%

 

 

 

 

 

 

 

2,600,000

 

 

 

 

 

 

 

 

 

Barry S. Greene(1)(5)

 

3,909,513

 

3.7

%

 

3,888,885

 

19.7

%

 

 

 

 

3,888,885

 

3,888,885

 

 

20,628

 

*

 

 

 

 

 

Becton, Dickinson and Company(6)

 

2,000,000

 

1.9

%

 

 

 

 

 

 

 

2,000,000

 

 

 

 

 

 

 

 

 

Bright Insight Holdings Limited(7)

 

6,671,674

 

6.3

%

 

 

 

 

4,063,810

 

39.1

%

 

4,063,810

 

 

4,063,810

 

2,607,864

 

2.5

%

 

 

 

 

Cadin Limited(8)

 

10,426,426

 

9.6

%

 

 

 

 

6,336,190

 

60.9

%

 

6,336,190

 

 

6,336,190

 

4,090,236

 

4.0

%

 

 

 

 

Chelvey International Limited(9)

 

43,888

 

*

 

 

 

 

 

 

 

 

43,888

 

 

 

 

 

 

 

 

 

E15 Fund Advisors (HK) Limited(10)

 

300,000

 

*

 

 

 

 

 

 

 

 

300,000

 

 

 

 

 

 

 

 

 

Fred Langhammer(11)

 

25,000

 

*

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

 

 

 

 

Gates Frontier, LLC(12)

 

10,096,043

 

9.8

%

 

 

 

 

 

 

 

10,096,043

 

 

 

 

 

 

 

 

 

Hel Ved Master Fund(13)

 

1,304,600

 

1.3

%

 

 

 

 

 

 

 

1,000,000

 

 

 

304,600

 

*

 

 

 

 

 

hInsight-VSI Holdings, LLC(14)

 

1,000,000

 

1.0

%

 

 

 

 

 

 

 

1,000,000

 

 

 

 

 

 

 

 

 

Immortal Gains Ltd(15)

 

99,000

 

*

 

 

 

 

 

 

 

 

99,000

 

 

 

 

 

 

 

 

 

Innovation Endeavors III LP(16)

 

13,770,143

 

13.4

%

 

 

 

 

 

 

 

13,770,143

 

 

 

 

 

 

 

 

 

Jasmeet Kaur Kang Rollover IRA(17)

 

73,000

 

*

 

 

 

 

 

 

 

 

73,000

 

 

 

 

 

 

 

 

 

Jatinder S. Sekhon(18)

 

67,000

 

*

 

 

 

 

 

 

 

 

67,000

 

 

 

 

 

 

 

 

 

K5 Global Capital LLC(19)

 

25,000

 

*

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

 

 

 

 

K5 Global Technology Fund, LP – Series 001(20)

 

150,000

 

*

 

 

 

 

 

 

 

 

150,000

 

 

 

 

 

 

 

 

 

Khosla Ventures Seed C, LP(21)

 

7,896,787

 

7.7

%

 

 

 

 

 

 

 

7,896,787

 

 

 

 

 

 

 

 

 

Khosla Ventures V, LP(21)

 

13,059,335

 

12.7

%

 

 

 

 

 

 

 

13,059,335

 

 

 

 

 

 

 

 

 

Pleiad Asia Equity Master Fund(22)

 

476,800

 

*

 

 

 

 

 

 

 

 

476,800

 

 

 

 

 

 

 

 

 

Pleiad Asia Master Fund(23)

 

1,523,200

 

1.5

%

 

 

 

 

 

 

 

1,523,200

 

 

 

 

 

 

 

 

 

PT Multipolar Tbk(24)

 

100,000

 

*

 

 

 

 

 

 

 

 

100,000

 

 

 

 

 

 

 

 

 

Richard Yong Chin-Wee(25)

 

50,000

 

*

 

 

 

 

 

 

 

 

50,000

 

 

 

 

 

 

 

 

 

Robert Kirby(11)

 

15,000

 

*

 

 

 

 

 

 

 

 

15,000

 

 

 

 

 

 

 

 

 

Roberta Lipson(26)

 

100,000

 

*

 

 

 

 

 

 

 

 

100,000

 

 

 

 

 

 

 

 

 

Sammy Khalifa(1)(27)

 

4,665,030

 

4.4

%

 

4,524,362

 

23.0

%

 

 

 

 

4,524,362

 

4,524,362

 

 

140,668

 

*

 

 

 

 

 

Sun Hung Kai Strategic Capital Limited(28)

 

5,441,492

 

5.3

%

 

 

 

 

 

 

 

949,124

 

 

 

4,492,368

 

4.4

%

 

 

 

 

Susan H. Barton(29)

 

10,000

 

*

 

 

 

 

 

 

 

 

10,000

 

 

 

 

 

 

 

 

 

Teck Liang Beng(30)

 

100,000

 

*

 

 

 

 

 

 

 

 

100,000

 

 

 

 

 

 

 

 

 

Terry Lundgren(11)

 

25,000

 

*

 

 

 

 

 

 

 

 

25,000

 

 

 

 

 

 

 

 

 

Wolfswood Partners, LP(31)

 

500,000

 

*

 

 

 

 

 

 

 

 

500,000

 

 

 

 

 

 

 

 

 

Total

 

98,356,509

 

74.1

%

 

19,686,297

 

100

%

 

10,400,000

 

100

%

 

86,532,807

 

19,686,297

 

10,400,000

 

11,823,702

 

11.5

%

               

____________

*         Denotes less than 1%.

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**      Certain Selling Securityholders may be deemed to beneficially own other shares reported herein.

***    The Class A common stock issuable upon conversion of shares of Class B common stock is also included in the Number of Shares of Class A common stock Being Offered column immediately preceding.

(1)      Unless otherwise indicated, the business address of each of these holders is c/o Vicarious Surgical Inc., 78 Fourth Avenue, Waltham, Massachusetts 02451.

(2)      Includes (i) options to purchase 105,563 shares of our Class A common stock exercisable within 60 days of September 15, 2022 held by Adam Sachs, Vicarious Surgical’s President and Chief Executive Officer, (ii) 12,180 shares of our Class A common stock issuable upon vesting of RSUs within 60 days of September 15, 2022 held by Mr. Sachs, and (iii) 11,273,050 shares of our Class B common stock held by Mr. Sachs. Mr. Sachs has sole voting and investment control over the shares.

(3)      AnglePoint Asset Management Limited, the investment manager of AnglePoint Master Fund, has voting and investment control of the shares held by AnglePoint Master Fund. Mr. Jie Liu is the Chief Investment Officer of AnglePoint Asset Management Limited and may be deemed to be the beneficial owner of such shares held by AnglePoint Master Fund. The business address of AnglePoint Asset Management Limited, AnglePoint Master Fund and Mr. Jie Liu is c/o AnglePoint Asset Management Limited, 1303 York House, 15 Queens Road, Central, Hong Kong.

(4)      Aspex Management (HK) Limited, a Hong Kong limited liability company, is the sole the investment manager of Aspex Master Fund. Aspex Management (Cayman) Limited holds 100% of the equity interests in Aspex Management (HK) Limited. Mr. Ho Kei Li holds 100% of the equity interests in Aspex Management (Cayman) Limited and may therefore be deemed to be the beneficial owner of such Class A common stock held by Aspex Master Fund. Mr. Ho Kei Li expressly disclaims any such deemed beneficial ownership of the Class A common stock, except to the extent of his pecuniary interests therein. The business address of Aspex Management (HK) Limited, Aspex Management (Cayman) Limited, Aspex Master Fund and Mr. Ho Kei Li is St. George’s Building, 16th Floor, 2 Ice House Street, Hong Kong.

(5)      Includes 3,888,885 shares of Class B common stock, or Class A common stock issuable upon the conversion of Class B common stock, as the case may be, held by Barry S. Greene, a Legacy Vicarious Surgical Founder. Dr. Greene has sole voting and investment control over the shares.

(6)      The Selling Securityholder is a publicly traded company on the New York Stock Exchange (NYSE: BDX), and its business address is 1 Becton Drive, Franklin Lakes, NJ 07417.

(7)      Includes 4,063,810 Private Placement Warrants and 4,063,810 shares of Class A common stock issuable upon exercise of such Private Placement Warrants. Mr. Liu Chen-Chi is the controlling person of Bright Insight Holdings Limited and as such may be deemed to be the beneficial owner of such shares held by Bright Insight Holdings Limited. The business address of Bright Insight Holdings Limited and Mr. Liu Chen-Chi is Vistra Corporate Services Centre, Wickhams Cay II, Road Town Tortola, VG1110, British Virgin Islands.

(8)      Includes 6,336,190 Private Placement Warrants and 6,336,190 shares of Class A common stock issuable upon exercise of such Private Placement Warrants. The business address of Cadin Limited is Appleby Global Services (Cayman) Limited, PO Box 500, 71 Fort Street, Grand Cayman, KY1-1106, Cayman Islands.

(9)     Chelvey International Limited (“Chelvey”) is an entity affiliated with E15 Fund II, LP (“E15”). Philip Liang is the managing partner for E15. Shrikant Patnaik is a principal for E15. Each of Messrs. Liang and Patnaik share voting and investment discretion with respect to the shares held of record by Chelvey, and as such may be deemed to have voting and investment control over the shares held by Chelvey and the entities affiliated with E15. The business address of Chelvey, E15, Mr. Patnaik and Mr. Liang is Ogier Global (Cayman) Limited, 89 Nexus way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

(10)    Philip Liang is the managing partner for E15 Fund Advisors (HK) Limited (“E15 Fund Advisors”), and as such may be deemed to have voting and investment control over the shares held by E15 Fund Advisors and the entities affiliated with E15 Fund Advisors. The business address of E15 Fund Advisors is RMS2102-03 China Insurance Group Bldg., 141 Des Voeux Rd., Central, Hong Kong, and the business address of Mr. Liang is Ogier Global (Cayman) Limited, 89 Nexus way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

(11)    The business address of such Selling Securityholder is c/o D8 Sponsor LLC, Unit 1008, 10/F, Champion Tower, 3 Garden Road, Central, Hong Kong.

(12)    William H. Gates III is the sole member of Gates Frontier, LLC, and as such may be deemed to have sole voting and dispositive power over the shares held by Gates Frontier, LLC. The business address of Gates Frontier, LLC is 2365 Carillon Point, Kirkland, WA 98033.

(13)    Hel Ved Capital Management Limited, the investment manager of Hel Ved Master Fund, has voting and investment control of the shares held by Hel Ved Master Fund. Yunmin Chai is the Chief Investment Officer of Hel Ved Capital Management Limited and as such may be deemed to be the beneficial owner of such shares held by Hel Ved Master Fund. The business address of Hel Ved Capital Management Limited, Hel Ved Master Fund and Mr. Chai is c/o Hel Ved Capital Management Limited, Suite 4120, 41/F, Jardine House, 1 Connaught Place, Central, Hong Kong.

(14)    The Selling Securityholder is an indirect, wholly-owned subsidiary of HCA Healthcare, Inc., a publicly traded company on the New York Stock Exchange (NYSE: HCA). The business address is One Park Plaza, Nashville, Tennessee 37203.

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(15)    Yu Chuan Lee and Amy Ng Ka Yin are the directors of Immortal Gains Ltd and as such may be deemed to be the beneficial owners of such shares held by Immortal Gains Ltd. The business address of Immortal Gains Ltd, Mr. Lee and Ms. Yin is Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, VG1110, British Virgin Islands.

(16)    Dror Berman is a managing partner at Innovation Endeavors III LP, and as such may be deemed to have voting and investment control over the shares held by Innovation Endeavors III LP. The business address of Innovation Endeavors III LP and Mr. Berman is 1845 El Camino Real, Palo Alto, CA 94306.

(17)    The business address of such Selling Securityholder is 11805 Centurion Way, Potomac, MD 20854.

(18)    The business address of such Selling Securityholder is 11805 Centurion Way, Potomac, MD 20854.

(19)    On June 25, 2020, the Sponsor transferred 25,000 D8 Founder Shares to Michael Kives. After the Closing of the Business Combination, Mr. Kives transferred the 25,000 shares of Class A common stock received upon conversion of such 25,000 D8 Founder Shares to K5 Global Capital LLC. Bryan Baum and Michael Kives are each managing members of K5 Global Capital LLC and as such may be deemed to be the beneficial owners of such shares held by K5 Global Capital LLC. The business address of K5 Global Capital LLC, Mr. Baum and Mr. Kives is 9 La Gorce Circle, Miami Beach, FL 33141.

(20)    K5 Global Technology, LLC (“K5 Global Technology”), the General Partner of K5 Global Technology Fund, LP — Series 001 (“K5 Global Technology Fund”), and/or K5 Global Advisor LLC (“K5 IA”), the investment manager of K5 Global Technology Fund, have voting and investment control of the shares held by K5 Global Technology Fund. Bryan Baum and Michael Kives are each managing members of K5 Global Technology and K5 IA and as such may be deemed to be the beneficial owners of such shares held by K5 Global Technology Fund. The business address of K5 Global Technology, K5 IA, K5 Global Technology Fund, Mr. Baum and Mr. Kives is 9 La Gorce Circle, Miami Beach, FL 33141.

(21)    Represents (i) 7,896,787 shares of Class A common stock held by Khosla Ventures Seed C, LP (“Khosla Ventures Seed C”) and (ii) 13,059,335 shares of the Class A common stock held by Khosla Ventures V, LP (“Khosla Ventures V”). Khosla Ventures Seed Associates C, LLC (“KVA Seed C”) is the general partner of Khosla Ventures Seed C. Khosla Ventures Associates V, LLC (“KVA V”) is the general partner of Khosla Ventures V, LP. Vinod Khosla is the managing member of VK Services, LLC (“VK Services”), which is the sole manager of KVA Seed C and KVA V. Each of KVA Seed C, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by Khosla Ventures Seed C, and each of KVA Seed C, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by Khosla Ventures Seed C. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by Khosla Ventures V, and each of KVA V, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by Khosla Ventures V. Each of KVA Seed C, KVA V, VK Services and Vinod Khosla disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein. Mr. Kaul is a General Partner and Managing Director of Khosla Ventures, LLC. Mr. Kaul disclaims any beneficial ownership of the securities held by Khosla Ventures Seed C and Khosla Ventures V other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The business address of each of the reporting persons is 2121 Sand Hill Road, Menlo Park, CA 94025.

(22)    Pleiad Asia Investment Advisors Limited, an SEC-registered investment adviser, is the investment manager of Pleiad Asia Equity Master Fund and has voting and investment control of the shares held by Pleiad Asia Equity Master Fund. Michael Yoshino and Kenneth Lee are the Co-Chief Investment Officers of Pleiad Asia Investment Advisors Limited and as such may be deemed to be the beneficial owners of such shares held by Pleiad Asia Equity Master Fund. The business address of Pleiad Asia Investment Advisors Limited, Pleiad Asia Equity Master Fund, Mr. Yoshino and Mr. Lee is 26/F, 8 Wyndham Street, Central, Hong Kong.

(23)    Pleiad Asia Investment Advisors Limited, an SEC-registered investment adviser, is the investment manager of Pleiad Asia Master Fund and has voting and investment control of the shares held by Pleiad Asia Master Fund. Michael Yoshino and Kenneth Lee are the Co-Chief Investment Officers of Pleiad Asia Investment Advisors Limited and as such may be deemed to be the beneficial owners of such shares held by Pleiad Asia Master Fund. The business address of Pleiad Asia Investment Advisors Limited, Pleiad Asia Master Fund, Mr. Yoshino and Mr. Lee is 26/F, 8 Wyndham Street, Central, Hong Kong.

(24)    PT Inti Anugerah Pratama (“PT IAP”) has voting and investment control of the shares held by PT Multipolar Tbk (“Multipolar Tbk”). PT Trijaya Utama Mandiri (“PT TUM”) holds 60% of the equity interests in PT IAP, and Fullerton Capital Limited (“Fullerton”) holds 40% of the equity interests in PT IAP. James Tjahaja Riady holds 100% of the equity interests of PT TUM, and Stephen Riady holds 100% of the equity interests of Fullerton. As such, each of Messrs. James Tjahaja Riady and Stephen Riady may be deemed to be the beneficial owners of such shares held by Multipolar TBK. The business address of PT IAP, PT TUM, Fullerton, Multipolar Tbk, Mr. James Tjahaja Riady and Mr. Stephen Riady is Menara Matahari 20F, JI. Boulevard Raya No. 7, Lippo Karawaci, Tangerang, Banten, Indonesia 15811.

(25)    The business address of such Selling Securityholder is 1 Ardmore Park #23-01, Singapore 259962.

(26)    The business address of such Selling Securityholder is 3899 Live Oak Blvd., Delray Beach, FL 33445.

(27)    Includes (i) options to purchase 84,450 shares of our Class A common stock exercisable within 60 days of September 15, 2022 held by Sammy Khalifa, Vicarious Surgical’s Chief Technology Officer, (ii) 9,744 shares of our Class A common stock issuable upon vesting of RSUs within 60 days of September 15, 2022 held by Mr. Khalifa, and (iii) 4,524,362 shares of our Class B common stock held by Mr. Khalifa. Mr. Khalifa has sole voting and investment control over the shares.

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(28)    The Selling Securityholder is a wholly-owned subsidiary of Sun Hung Kai & Co Ltd, a publicly traded company on the Hong Kong Stock Exchange (SEHK: 86), and its business address is 42/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

(29)    The business address of such Selling Securityholder is 216 Hart Mews Street, Gaithersburg, MD 20878.

(30)    The business address of such Selling Securityholder is 20 Tudor Close, Singapore 297949.

(31)    Jason Comerchero and Gregory Neuman are the managing members of Wolfswood Holdings, LLC, the general partner of Wolfswood Partners, LP, and as such may be deemed to be the beneficial owners of such shares held by Wolfswood Partners, LP. The business address of Wolfswood Holdings, LLC, Wolfswood Partners, LP, Mr. Comerchero and Mr. Neuman is 140 Broadway, Floor 38, New York, NY 10005.

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PLAN OF DISTRIBUTION

We are registering the issuance by us of up to 10,400,000 shares of our Class A common stock issuable upon the exercise of the Private Placement Warrants and 17,248,601 shares of our Class A common stock issuable upon the exercise of the Public Warrants. We are also registering the resale by the Selling Securityholders of up to 10,400,000 Private Placement Warrants, up to 86,532,807 shares of Class A common stock and up to 19,686,297 shares of Class B common stock.

The Selling Securityholders may offer and sell, from time to time, their respective shares of Class A common stock, Class B common stock, and Private Placement Warrants covered by this prospectus. The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The Selling Securityholders may sell their securities by one or more of, or a combination of, the following methods:

        purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;

        ordinary brokerage transactions and transactions in which the broker solicits purchasers;

        block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

        an over-the-counter distribution in accordance with the rules of the NYSE;

        through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;

        short sales;

        distribution to employees, members, limited partners or stockholders of the Selling Securityholders;

        through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise;

        by pledge to secured debts and other obligations;

        delayed delivery arrangements;

        to or through underwriters or agents;

        in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;

        in privately negotiated transactions;

        in options transactions; and

        through a combination of any of the above methods of sale, as described below, or any other method permitted pursuant to applicable law.

In addition, any securities that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.

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To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the securities or otherwise, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities in the course of hedging the positions they assume with Selling Securityholders. The Selling Securityholders may also sell the securities short and redeliver the securities to close out such short positions.

The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Securityholders may also pledge securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).