Financial Data and Key Metrics Changes - Total operating expenses for Q4 2021 were $18.2 million, a 380% increase from $3.8 million in Q4 2020 [19] - R&D expenses for Q4 2021 were $9.3 million, compared to $3 million in Q4 2020, driven by increased headcount and development costs [20] - GAAP net income for Q4 2021 was $70.1 million, due to an $88 million reduction in the fair value of warrant liability, compared to a net loss of $3.8 million in the same period of the prior year [21] - Total operating expenses for the full year 2021 were $38.6 million, a 197% increase from $13 million in 2020 [22] - Adjusted net loss for the full year was $38.6 million, equating to an adjusted net loss of $0.33 per share, compared to an adjusted net loss of $12.9 million in the prior year [22] Business Line Data and Key Metrics Changes - Sales and marketing expenses for Q4 2021 were $1.6 million, compared to $0.1 million in Q4 2020, attributed to increased headcount and related activities [21] - General and administrative expenses for Q4 2021 were $7.3 million, compared to $0.7 million in Q4 2020, primarily due to increased headcount and costs associated with becoming a public company [20] Company Strategy and Development Direction - The company aims to leverage next-generation robotics technology to improve surgical care while minimizing costs, addressing the unmet need in minimally invasive surgery [8][10] - The Vicarious System is designed to provide advanced capabilities in robotic-assisted surgery, with a focus on ventral hernia as the first clinical application [13] - The company plans to conduct a pre-market clinical trial for ventral hernia repair, shifting the FDA submission timeline to late 2024 [14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the advantages of their system and the potential for greater adoption of surgical robots [15] - The company anticipates a cash burn of approximately $65 million to $75 million in 2022, with expectations to end the year with around $100 million in cash [23] - Management remains optimistic about the future, emphasizing the potential impact of the Vicarious System on patients and healthcare systems [24] Other Important Information - The company has engaged in productive communications with the FDA, leading to a collaborative discussion about the potential of their system [13] - The Vicarious System is designed to be smaller and more efficient than existing robotic systems, allowing for cost-effective pricing and easier integration into operating rooms [12] Q&A Session Summary Question: What is the timeline for the pre-market study for ventral hernia? - Management indicated that the timeline for the pre-market study will be a significant focus in 2024, with details still being finalized with the FDA [27] Question: How will the regulatory development for ventral hernia affect other indications? - Management confirmed that the regulatory development for ventral hernia will not influence the timeline for other indications, as they are exploring parallelization of clinical trials [30] Question: What is the expected first revenue timeline? - Management indicated that material revenues are not expected until 2026 or 2027, despite the nine to twelve month delay in regulatory filing [48] Question: Will there be additional indications launched alongside ventral hernia? - Management acknowledged the opportunity to explore launching additional indications but stated that no definitive plans are ready to be shared [50]

Vicarious Surgical Inc. (NYSE:RBOT) Q3 2021 Earnings Conference Call November 8, 2021 4:30 PM ET Company Participants Marissa Bych - Gilmartin Group Adam Sachs - CEO Bill Kelly - CFO Conference Call Participants Ryan Zimmerman - BTIG Kyle Rose - Canaccord Genuity Adam Maeder - Piper Sandler Josh Jennings - Cowen Matt Miksic - Credit Suisse Operator Good afternoon and welcome to Vicarious Surgical's Third Quarter 2021 Earnings Conference Call. My name is Sarah and I'll be your operator for today's call. At t ...

PART I. FINANCIAL INFORMATION [Consolidated Condensed Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Condensed%20Financial%20Statements) The pre-business combination SPAC reported total assets of $345.5 million and a $24.2 million net loss for H1 2021, driven by warrant liability fair value changes [Consolidated Condensed Balance Sheets](index=4&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Total assets were $345.5 million as of June 30, 2021, with liabilities increasing to $65.0 million, primarily due to warrant liabilities Consolidated Condensed Balance Sheet Highlights (Unaudited) | Balance Sheet Item | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $236,118 | $1,097,313 | | Investments held in Trust Accounts | $345,265,374 | $345,191,130 | | **Total Assets** | **$345,542,492** | **$346,421,401** | | **Liabilities & Equity** | | | | Total current liabilities | $2,169,332 | $126,220 | | Deferred underwriting commissions | $12,075,000 | $12,075,000 | | Warrant liabilities | $50,707,000 | $29,415,500 | | **Total Liabilities** | **$64,951,332** | **$41,616,720** | | Total shareholders' equity | $5,000,010 | $5,000,001 | - As of June 30, 2021, the company had a working capital deficit of approximately **$1.9 million**[42](index=42&type=chunk) [Unaudited Consolidated Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Condensed%20Statements%20of%20Operations) Net losses of $21.0 million and $24.2 million for the three and six months ended June 30, 2021, were primarily due to warrant liability fair value adjustments Statement of Operations Highlights (Unaudited) | Item | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Loss from operations | ($1,470,467) | ($2,996,265) | | Change in fair value of warrant liabilities | ($19,566,500) | ($21,291,500) | | Net gain from investments held in Trust Accounts | $6,973 | $74,244 | | **Net Loss** | **($21,029,994)** | **($24,213,521)** | | Basic and diluted net loss per share, Class B | ($2.44) | ($2.82) | [Notes to Unaudited Consolidated Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Condensed%20Financial%20Statements) Notes detail the company's SPAC formation, merger agreement with Vicarious Surgical, and going concern uncertainty due to the business combination deadline - The company was formed to effect a business combination and intends to focus on the consumer retail sector, having not commenced any operations as of June 30, 2021[19](index=19&type=chunk)[20](index=20&type=chunk) - On April 15, 2021, the company entered into a merger agreement with Vicarious Surgical Inc., valued at approximately **$1 billion**[33](index=33&type=chunk)[38](index=38&type=chunk) - Management has determined substantial doubt exists about the company's ability to continue as a going concern, as a business combination must be completed by July 17, 2022, or face liquidation[44](index=44&type=chunk) - In July 2021, the underwriter agreed to reduce its deferred underwriting fee from approximately **$12.1 million** to approximately **$6.0 million**[85](index=85&type=chunk)[109](index=109&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A discusses the company's blank check status, $24.2 million net loss for H1 2021, limited liquidity, and the proposed merger with Vicarious Surgical - The company is a blank check company that consummated its Initial Public Offering on July 17, 2020, raising **$345 million** (including over-allotment) which was placed in a trust account[113](index=113&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk) Results of Operations Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | **Three months ended June 30, 2021** | ~$21.0 million | $1.4M G&A costs, $19.6M change in warrant liabilities value | | **Six months ended June 30, 2021** | ~$24.2 million | $2.9M G&A costs, $21.3M change in warrant liabilities value | - As of June 30, 2021, the company had approximately **$236,000** in cash and a working capital deficit of **$1.9 million**, with management expressing substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by July 17, 2022[122](index=122&type=chunk)[123](index=123&type=chunk) - The company entered into a merger agreement with Vicarious Surgical on April 15, 2021, involving domestication as a Delaware corporation and acquisition of Vicarious Surgical for approximately **$1 billion** in consideration[125](index=125&type=chunk)[130](index=130&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is not required to provide the information for this item - As a smaller reporting company, D8 Holdings Corp. is not required to provide quantitative and qualitative disclosures about market risk[158](index=158&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2021, and enhanced internal controls over financial reporting - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2021[159](index=159&type=chunk) - The company has enhanced its internal controls over financial reporting, specifically by improving the review process for complex securities, enhancing access to accounting literature, and consulting with third-party professionals[161](index=161&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[163](index=163&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K/A filed on May 24, 2021 - No material changes have been made to the risk factors from the most recent Annual Report on Form 10-K/A[163](index=163&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Details unregistered sales of Founder Shares and private placement warrants, and the use of $345 million IPO proceeds placed in the Trust Account - The sponsor purchased **8,625,000** Class B Founder Shares for **$25,000** to cover offering costs[165](index=165&type=chunk) - The sponsor purchased an aggregate of **8,900,000** private placement warrants at **$1.00** per warrant, generating gross proceeds of **$8.9 million**[166](index=166&type=chunk) - The IPO and full exercise of the over-allotment option generated **$345 million** in gross proceeds, which was placed in the Trust Account, comprising proceeds from the IPO and the private placement[167](index=167&type=chunk)[169](index=169&type=chunk) [Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report for the period[170](index=170&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) The company lists several exhibits filed with the report, most notably the Merger Agreement with Vicarious Surgical Inc., various subscription and support agreements related to the merger, and officer certifications - Key exhibits filed include the Merger Agreement with Vicarious Surgical, a Sponsor Support Agreement, and CEO/CFO certifications[171](index=171&type=chunk)

Financial Performance - As of March 31, 2021, the company reported a net loss of approximately $3.2 million, primarily due to general and administrative costs of $1.5 million and a change in fair value of warrant liabilities of approximately $1.7 million[99]. - The net loss for the three months ended March 31, 2021, was approximately $3.2 million, with investment income from the Trust Account of about $67,000[127]. - The company had approximately $1.0 million in its operating bank account and a working capital deficit of approximately $422,000 as of March 31, 2021[100]. - The Company incurred approximately $30,000 in administrative fees for the three months ended March 31, 2021, under an agreement with the Sponsor[119]. IPO and Offering Details - The company completed its Initial Public Offering (IPO) on July 17, 2020, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit[93]. - The company incurred total offering costs of approximately $19.5 million, including about $12.1 million in deferred underwriting fees[93]. - The underwriters exercised their over-allotment option in full, leading to a cash underwriting discount of $0.20 per unit, totaling $6.9 million, and deferred underwriting commissions of approximately $12.1 million[121]. - The Private Placement Warrants generated gross proceeds of $8.0 million from 8,000,000 warrants, with an additional $900,000 from 900,000 warrants sold later[115][116]. Merger and Acquisition - The company has agreed to acquire Vicarious Surgical for approximately $1 billion in aggregate consideration under the Merger Agreement[108]. - The merger will involve the conversion of Class B ordinary shares into Class A ordinary shares on a one-for-one basis prior to the closing[106]. - Each outstanding option to purchase shares of Vicarious Surgical common stock will be converted into an option to acquire Domesticated Company Class A Stock[109]. Company Operations and Future Outlook - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[98]. - The company expects to incur increased expenses related to being a public company, including legal and compliance costs[98]. - The company is subject to risks associated with emerging growth companies, which may impact its future performance[92]. Share Capitalization and Liabilities - The Sponsor paid $25,000 for 7,187,500 Class B ordinary shares, resulting in a share capitalization to 8,625,000 shares, with 20.0% of shares subject to forfeiture if the over-allotment option was not exercised[113][114]. - As of March 31, 2021, there were 29,662,115 Class A ordinary shares subject to possible redemption, classified as temporary equity[125]. - The fair value of 26,150,000 warrants issued is recognized as derivative warrant liabilities, subject to re-measurement at each reporting period[129]. - The Company has no Working Capital Loans outstanding as of March 31, 2021, and the terms of any future loans have not been determined[118]. Accounting and Reporting - The Company adopted ASU 2020-06 on January 1, 2021, which simplifies accounting for convertible instruments, with no impact on financial position or results[131]. - As of March 31, 2021, the Company had no off-balance sheet arrangements[133].

IPO and Financial Proceeds - D8 Holdings Corp. completed its Initial Public Offering on July 17, 2020, raising gross proceeds of $300 million from the sale of 30 million units at $10.00 per unit[248]. - An additional 4.5 million units were sold through the over-allotment option, generating an extra $45 million in gross proceeds[248]. - The company incurred total offering costs of approximately $19.5 million, including $12.1 million in deferred underwriting fees[248]. - D8 Holdings Corp. has placed $345 million of net proceeds from the IPO and certain Private Placement proceeds in a Trust Account, invested in U.S. government securities[251]. - The Sponsor provided a loan of $127,000 to cover expenses related to the IPO, which was fully repaid on July 17, 2020[261]. Financial Performance - As of December 31, 2020, D8 Holdings Corp. reported a net loss of approximately $161,000, primarily due to $352,000 in general and administrative expenses[254]. - The company had approximately $1.1 million in cash and working capital as of December 31, 2020[255]. - As of December 31, 2020, there are 32,889,128 Class A ordinary shares subject to possible redemption, classified as temporary equity[269]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, with diluted per share being the same as basic loss per ordinary share for the periods presented[270]. - Net income per share for Class A ordinary shares is calculated by dividing investment income earned on the Trust Account by the weighted average number of shares of Class A ordinary shares outstanding[271]. Business Operations and Agreements - The company has a 24-month period to complete a Business Combination, or it will liquidate and redeem public shares at a price equal to the amount in the Trust Account[253]. - The initial shareholders are subject to a lock-up period for their shares until one year after the completion of the initial Business Combination[258]. - The company has agreed to pay the Sponsor $10,000 per month for administrative support services, totaling approximately $55,000 from May 2020 to December 2020[263]. Investments and Financial Management - The portfolio of investments held in the Trust Account consists of U.S. government securities with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities[268]. - The company does not have any off-balance sheet arrangements or commitments as of December 31, 2020[273]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[275]. - The company has not engaged in any hedging activities since inception and does not expect to engage in any hedging activities regarding market risk[277].

Financial Performance - The company had a net loss of approximately $91,000 for the three months ended September 30, 2020, primarily due to $157,000 in general and administrative costs[98]. - From inception on May 6, 2020, through September 30, 2020, the company reported a net loss of approximately $118,000, with $184,000 in general and administrative costs[99]. - As of September 30, 2020, the net income for the three-month period was approximately $91,000, with a net loss of approximately $182,000 for Class B ordinary shares[122]. - The net loss for Class B ordinary shares for the period from May 6, 2020, through September 30, 2020, was approximately $209,000[122]. Financial Position - As of September 30, 2020, the company had approximately $1.2 million in its operating bank account and $1.2 million of working capital[100]. - The company placed $345.0 million in a Trust Account, invested in U.S. government securities, until the completion of a Business Combination[93]. - The estimated fair values of investments held in the Trust Account are determined using available market information, primarily consisting of U.S. government securities[119]. - The Class A ordinary shares subject to possible redemption totaled 32,926,373, classified as temporary equity on the balance sheet[120]. Business Operations - The company has not generated any operating revenues to date and will only do so after completing its initial Business Combination[97]. - The company is subject to a 24-month deadline to complete a Business Combination, or it will cease operations and redeem Public Shares[96]. - The company has the option to receive Working Capital Loans from its Sponsor to finance transaction costs related to a Business Combination[112]. IPO and Underwriting - The company raised gross proceeds of $300.0 million from its Initial Public Offering, with an additional $45.0 million from the overallotment option exercised by underwriters[91]. - The underwriters received a cash underwriting discount of $0.20 per unit, totaling approximately $6.9 million, upon the closing of the Initial Public Offering[116]. Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[126]. - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act[127]. - The company has not identified any recently issued accounting standards that would materially affect the financial statements if adopted[123]. - The company has identified critical accounting policies that require estimates and judgments affecting reported amounts of assets and liabilities[118]. - The net income per ordinary share is calculated by dividing net income by the weighted-average number of ordinary shares outstanding during the periods[121]. Administrative Costs - The company incurred approximately $25,000 in administrative fees for the three months ended September 30, 2020[113]. - The company has not engaged in any off-balance sheet arrangements as of September 30, 2020[125].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to________________ D8 HOLDINGS CORP. (Exact name of registrant as specified in its charter) | --- | --- | |----------------|-----------------------| | 001-39384 | N/A | | ...