SEC Form S-4MEF filed by D8 Holdings Corp.

As filed with the Securities and Exchange Commission on September 15, 2021

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

D8 Holdings Corp.*

(Exact name of Registrant as specified in its charter)

Unit 1008, 10/F, Champion Tower

3 Garden Road

Central, Hong Kong

+852 3973 5500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Edward Truitt

Maples Fiduciary Services (Delaware) Inc.

4001 Kennett Pike, Suite 302

Wilmington, Delaware 19807

Telephone: (302) 731-1612

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the transactions contemplated by the Agreement and Plan of Merger described in the included proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please 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 of 1933, as amended (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.  ☒ Registration No. 333-257055

If this form is a post-effective amendment filed pursuant to Rule 462(d) 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.  ☐

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. (Check one):

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 the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13c-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

This registration statement will become effective automatically upon filing with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

As used in this Registration Statement, the term “Registrant” refers to the Registrant (a Cayman Islands exempted company) prior to the Domestication and to New Vicarious Surgical (a Delaware corporation) following the Domestication.

EXPLANATORY NOTE

Pursuant to its Registration Statement on Form S-4 (Registration No. 333-257055) (the “Prior Registration Statement”), declared effective as of August 9, 2021, D8 Holdings Corp. (the “Registrant”) registered an aggregate of 156,646,827 shares of its common stock, which includes (i) 110,769,991 shares of its Class A common stock estimated to be issued in connection with the Business Combination (as defined in the Prior Registration Statement), (ii) 19,726,836 shares of its Class B common stock estimated to be issued in connection with the Business Combination (including 19,726,836 shares of its Class A common stock issuable upon the conversion of its Class B common stock) and (iii) 26,150,000 shares of its Class A common stock issuable upon exercise of its redeemable warrants and paid an aggregate fee of $173,757.42. The Registrant is filing this Registration Statement on Form S-4 pursuant to General Instruction K to Form S-4 and Rule 462(b) of the Securities Act of 1933, as amended, solely to register 650,742 additional shares of its Class A common stock and 75,564 additional shares of its Class B common stock for issuance in connection with the consummation of the merger transactions contemplated by the Agreement and Plan of Merger, dated as of April 15, 2021, by and among the Registrant, Snowball Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Registrant, Vicarious Surgical Inc., a Delaware corporation and Adam Sachs, in his capacity as the stockholder representative, as well as 75,564 additional shares of its Class A common stock issuable upon the conversion of the 75,564 additional shares of Class B common stock. In connection with the registration of additional shares of its common stock, the Registrant is paying an additional registration fee of $788.44.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Exhibit Index

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hong Kong on the 15th day of September, 2021.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of D8 Holdings Corp., in the City of Newark, Delaware, on the 15^th day of September, 2021.

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