Vicarious Surgical (RBOT) - 2021 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Consolidated Condensed Financial Statements 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 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] Unaudited Consolidated Condensed Statements of Operations 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 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][20] - On April 15, 2021, the company entered into a merger agreement with Vicarious Surgical Inc., valued at approximately $1 billion[33][38] - 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] - In July 2021, the underwriter agreed to reduce its deferred underwriting fee from approximately $12.1 million to approximately $6.0 million[85][109] Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) 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][114][116] 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][123] - 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][130] Quantitative and Qualitative Disclosures About Market Risk 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] Controls and Procedures 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] - 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] PART II. OTHER INFORMATION Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[163] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - 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][169] Other Information The company reported no other information - There is no other information to report for the period[170] Exhibits 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]