Filed by D8 Holdings Corp.
pursuant to Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act
of 1934
Subject Company: D8 Holdings Corp.
Commission File Nos. 333-257055
and 333-259559
Date: September 16, 2021
Set forth below is a press release issued by D8 Holdings Corp. and Vicarious
Surgical Inc. on September 15, 2021 announcing the results of D8 Holdings Corp.’s Extraordinary General Meeting in connection with
the business combination between D8 Holdings Corp. and Vicarious Surgical Inc.
Vicarious Surgical Business Combination Approved;
Stock to Begin Trading on the New York Stock Exchange as “RBOT”
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Vicarious Surgical to debut on NYSE as a disruptive next-generation surgical robotics
company
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$220 million in gross cash proceeds to catalyze advancement of Vicarious Surgical’s
robotic technology, clinical programs, and strategic business initiatives
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Combined company to trade on NYSE under ticker symbol “RBOT”
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WALTHAM, Mass.,
& HONG KONG-- (BUSINESS WIRE) -- September 15, 2021 – Vicarious Surgical Inc. (“Vicarious Surgical”
or the “Company”) (NYSE: RBOT, RBOT WS), a next-generation robotics technology company seeking to improve both cost and efficiency
of surgical procedures as well as patient outcomes, today announced that the shareholders of D8 Holdings Corp. (“D8”) (NYSE:
DEH.U, DEH, DEH WS), have approved the previously announced business combination at the shareholder meeting held today, September 15,
2021. The business combination is expected to close on September 17, 2021, and is expected to provide approximately $220 million in gross
proceeds to fund the further development and planned commercialization of the Company’s intelligent and affordable, single-incision
surgical robot (the “Vicarious System”) that virtually transports surgeons inside the patient to perform minimally invasive
surgery.
Following the close of the transaction, the combined
company will be renamed “Vicarious Surgical Inc.” Its Class A common stock and warrants are expected to begin trading on the
New York Stock Exchange (“NYSE”) on September 20, 2021 under the symbols “RBOT” and “RBOT WS,” respectively.
With its disruptive next-generation robotics technology,
Vicarious Surgical is seeking to increase the efficiency of surgical procedures, improve patient outcomes, and reduce healthcare costs.
Vicarious Surgical believes that the Vicarious System is the first surgical robotic system to receive Breakthrough Device Designation
from the U.S. Food and Drug Administration (the “FDA”)1.
The total $142 million PIPE supporting the transaction
is funded by multiple strategic investors including global medical technology company BD (Becton, Dickinson and Company) (NYSE: BDX),
major hospital groups in the U.S. and Asia, and surgical robotics pioneer Roberta Lipson, founder of United Family Healthcare and its
predecessor Chindex International Inc. and CEO of New Frontier Health Corporation (NYSE: NFH). Technology luminaries Bill Gates, Vinod
Khosla’s Khosla Ventures, Innovation Endeavors, Sun Hung Kai & Co. and Philip Liang’s E15 VC are also investing.
“Today’s vote approving our business combination
is an exciting and important milestone on our path to challenge the complexity and limited adoption of robotic surgery with a system designed
to provide improved access, surgical capability, and visualization to patients and providers in both the U.S. and international markets,”
said Adam Sachs, CEO and co-founder of Vicarious Surgical. “We look forward to transforming the future of surgical robotics, with
our company backed by global institutional support, multiple large-scale strategic partners, and investment from distinguished healthcare
executives with deep experience in driving surgical robotic adoption.
“The combination of D8 and Vicarious Surgical
will open a transformative new chapter in the field of surgical robotics,” said Donald Tang, President of D8 and Managing Partner
of Celadon Partners. “We believe Vicarious Surgical is advancing the state of the art, resolving longstanding technical challenges
that have limited the capabilities and adoption of surgical robots. We believe in Vicarious Surgical’s potential to drive a paradigm
shift in the cost and accessibility of certain surgical procedures as well as improvements to patient outcomes. We consider Vicarious
Surgical to be a thought leader in the surgical space and we believe the market is ready for surgical robots that drive efficiency and
improved quality of patient care. We see the need for greater innovation and choice to patients and practitioners, both in the U.S. and
abroad, believe Vicarious Surgical can meet that need, and are excited to support Adam on this incredibly important mission.”
The combined company will be led by Adam Sachs as
Chief Executive Officer and President, alongside its highly experienced executive team including 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, Mr. Sachs, Mr. 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.
Advisors
Credit Suisse acted as lead financial advisor to Vicarious
Surgical. Credit Suisse and ICBC acted as joint placement agents in the private offering. BTIG, Canaccord Genuity, Cowen, and Piper Sandler
acted as capital markets advisors to Vicarious Surgical. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. acted as legal advisor to
Vicarious Surgical. White & Case LLP acted as legal advisor to D8.
About Vicarious Surgical
Founded in 2014, Vicarious Surgical is a next generation robotics company
developing a disruptive technology with the goals of increasing the efficiency of surgical procedures, improving patient outcomes and
reducing healthcare costs. The Company’s novel surgical approach uses a combination of proprietary human-like surgical robots and
virtual reality to transport surgeons inside the patient to perform minimally invasive surgery. The Company’s technology was granted
Breakthrough Device Designation by the FDA, and Vicarious Surgical believes the Vicarious System is the first surgical robot to receive
this designation from the FDA. The Company is led by an experienced team of technologists, medical device professionals and physicians,
and is backed by technology luminaries including Bill Gates, Vinod Khosla’s Khosla Ventures, Innovation Endeavors, Jerry Yang’s
AME Cloud Ventures, Sun Hung Kai & Co. Ltd and Philip Liang’s E15 VC. The Company is headquartered in Waltham, Mass. Learn more
at www.vicarioussurgical.com.
About D8 Holdings Corp.
D8 Holdings Corp. a special purpose acquisition company
seeking a business combination with a company that applies technology and innovation to disrupt large addressable markets. D8’s
objective is to identify a target business that is under-valued relative to its potential and ready for transformative improvement.
Additional Information About the Business Combination
and Where to Find It
The business combination has been submitted to, and
approved by, shareholders of D8 Holdings Corp. (“D8 Holdings”). D8 Holdings has filed a registration statement on Form S-4
(the “Registration Statement”) with the SEC, which includes a definitive proxy statement that was distributed to D8 Holdings’
shareholders in connection with D8 Holdings’ solicitation for proxies for the vote by D8 Holdings’ shareholders in connection
with the business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued in connection with the completion of the business combination. The Registration Statement was declared
effective on August 9, 2021 and D8 Holdings mailed the definitive proxy statement and other relevant documents to its shareholders as
of the record date established for voting on the business combination. D8 Holdings’ shareholders and other interested persons are
advised to read the definitive proxy statement/prospectus filed and mailed in connection with D8 Holdings’ solicitation of proxies
for its extraordinary general meeting of shareholders held to approve, among other things, the business combination, because these documents
contain important information about D8 Holdings, Vicarious Surgical and the proposed business combination. Shareholders may also obtain
a copy of the definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding thebusiness combination and
other documents filed with the SEC by D8 Holdings, without charge, at the SEC’s website located at www.sec.gov or by directing a
request to D8 Holdings, at Unit 1008, 10/F, Champion Tower, 3 Garden Road, Central, Hong Kong.
Participants in the Solicitation
D8 Holdings, Vicarious Surgical and certain of their
respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants
in the solicitations of proxies from D8 Holdings’ shareholders in connection with the business combination. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of D8 Holdings’ shareholders in connection with
the business combination is set forth in the Registration Statement and the definitive proxy statement/prospectus. You can find more information
about D8 Holdings’ directors and executive officers in D8 Holdings’ Annual Report on Form 10-K/A, filed with the SEC on May
24, 2021. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests
is included in the Registration Statement and the definitive proxy statement/prospectus and other relevant documents filed with the SEC.
Shareholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before
making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
Forward-Looking Statements
This press release includes "forward-looking
statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform
Act of 1995. The combined company's actual results may differ from its expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential," "continue,"
and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, the combined company's expectations with respect to financial results, future
performance, development of products and services, the capability of the Vicarious Surgical system to improve patient outcomes, anticipated
financial impacts and other effects of the business combination on the combined company's business, and the size and potential growth
of current or future markets for the combined company's products and services. These forward-looking statements involve significant risks
and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Most
of these factors are outside the combined company's control and are difficult to predict. Factors that may cause such differences include,
but are not limited to: the impact of COVID-19 on the combined company's business; the ability to maintain the listing of the combined
company's Class A common stock on the NYSE following the business combination; the ability to recognize the anticipated benefits of the
business combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage
growth profitably and retain its key employees; changes in applicable laws or regulations; the ability of the combined company to raise
financing in the future; the success, cost and timing of the combined company's product and service development activities; the potential
attributes and benefits of the combined company's products and services; the combined company's ability to obtain and maintain regulatory
approval for its products, and any related restrictions and limitations of any approved product; the combined company's ability to identify,
in-license or acquire additional technology; the combined company's ability to maintain its existing license, manufacture, supply and
distribution agreements; the combined company's ability to compete with other companies currently marketing or engaged in the development
of products and services that the combined company is currently marketing or developing; the size and growth potential of the markets
for the combined company's products and services, and its ability to serve those markets, either alone or in partnership with others;
the pricing of the combined company's products and services and reimbursement for medical procedures conducted using its products and
services; the combined company's estimates regarding expenses, revenue, capital requirements and needs for additional financing; the combined
company's financial performance; and other risks and uncertainties indicated from time to time in the proxy statement/prospectus relating
to the business combination, including those under "Risk Factors" therein, and the combined company's other filings with the
SEC. The combined company cautions that the foregoing list of factors is not exclusive. The combined company cautions readers not to place
undue reliance upon any forward-looking statements, which speak only as of the date made. The combined company does not undertake or accept
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in
its expectations or any change in events, conditions or circumstances on which any such statement is based.
No Offer or Solicitation
This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act, or an exemption therefrom.
1 As of the date of this press release,
Vicarious Surgical is not aware of any surgical robotics company that has received Breakthrough Device Designation for a full robotics
system.
Investor Inquiries:
Marissa Bych
Gilmartin Group LLC
ir@vicarioussurgical.com
Press and Media Inquiries:
Jill Gross
Matter Communications
media@vicarioussurgical.com
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