Statement of Ownership (sc 13g)
17 Februar 2022 - 10:53PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Vicarious
Surgical Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
92561V109
(CUSIP Number)
February 7, 2022
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 92561V109 |
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Schedule 13G |
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Page 1 of 7 |
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| 1 |
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Names of Reporting Persons
Sun Hung Kai & Co. Ltd. |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Hong
Kong |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,148,970 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,148,970 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,148,970 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 5.2% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. 92561V109 |
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Schedule 13G |
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Page 2 of 7 |
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| 1 |
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Names of Reporting Persons
Shipshape Investments Ltd. |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization British Virgin
Islands |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,148,970 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,148,970 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,148,970 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 5.2% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. 92561V109 |
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Schedule 13G |
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Page 3 of 7 |
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| 1 |
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Names of Reporting Persons
Sun Hung Kai Strategic Capital Ltd. |
| 2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐
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| 3 |
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SEC Use Only
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| 4 |
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Citizenship or Place of
Organization Hong
Kong |
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| Number of
Shares Beneficially
Owned by Each
Reporting Person
With |
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5 |
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Sole Voting Power
0 |
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6 |
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Shared Voting Power
5,148,970 |
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7 |
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Sole Dispositive Power
0 |
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8 |
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Shared Dispositive Power
5,148,970 |
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| 9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,148,970 |
| 10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares Not Applicable |
| 11 |
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Percent of Class
Represented by Amount in Row 9 5.2% |
| 12 |
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Type of Reporting
Person CO |
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| CUSIP No. 92561V109 |
|
Schedule 13G |
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Page 4 of 7 |
| ITEM 1. |
(a) Name of Issuer: |
Vicarious Surgical Inc. (the “Issuer”)
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(b) |
Address of Issuer’s Principal Executive Offices: |
78 Fourth Avenue, Waltham, Massachusetts 02451
| ITEM 2. |
(a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the
“Reporting Persons.” This statement is filed on behalf of:
Sun Hung Kai & Co. Ltd.
Shipshape Investments Ltd.
Sun Hung Kai Strategic Capital Ltd.
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(b) |
Address or Principal Business Office: |
The address of each of the Reporting Persons is 42/F Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.
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(c) |
Citizenship of each Reporting Person is: |
Shipshape Investments Ltd. is organized under the laws of the British Virgin Islands. Each of the other Reporting Persons is
organized under the laws of Hong Kong.
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(d) |
Title of Class of Securities: |
Class A common stock, par value $0.0001 per share (“Class A Common Stock”).
92561V109
Not applicable.
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| CUSIP No. 92561V109 |
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Schedule 13G |
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Page 5 of 7 |
(a-c)
The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of
February 7, 2022, based upon 98,832,452 shares of Common Stock outstanding as of November 1, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 8, 2021.
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| Reporting Person |
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Amount
beneficially
owned |
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Percent
of class: |
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Sole power
to vote or to
direct the
vote: |
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Shared
power to
vote or to
direct the
vote: |
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Sole power to
dispose or to
direct the
disposition
of: |
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Shared
power to dispose or
to direct the
disposition
of: |
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| Sun Hung Kai & Co. Ltd. |
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5,148,970 |
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5.2 |
% |
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0 |
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5,148,970 |
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0 |
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5,148,970 |
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| Shipshape Investments Ltd. |
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5,148,970 |
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5.2 |
% |
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0 |
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5,148,970 |
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0 |
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5,148,970 |
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| Sun Hung Kai Strategic Capital Ltd. |
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5,148,970 |
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5.2 |
% |
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0 |
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5,148,970 |
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0 |
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5,148,970 |
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Sun Hung Kai Strategic Capital Ltd. is the record holder of the securities reported herein. Sun
Hung Kai & Co. Ltd., a publicly traded company listed on the Stock Exchange of Hong Kong, is the sole shareholder of Shipshape Investments Ltd., which is the sole shareholder of Sun Hung Kai Strategic Capital Ltd. As a result of these
relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
| ITEM 5. |
Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company. |
Not applicable.
| ITEM 8. |
Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. |
Notice of Dissolution of Group. |
Not applicable.
Not applicable.
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| CUSIP No. 92561V109 |
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Schedule 13G |
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Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 17, 2022
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| Sun Hung Kai & Co. Ltd. |
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| /s/ Lee Sze Wai |
| By: |
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Lee Sze Wai |
| Title: |
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Company Secretary |
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| Shipshape Investments Ltd. |
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| /s/ Lee Sze Wai |
| By: |
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Lee Sze Wai |
| Title: |
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Company Secretary |
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| Sun Hung Kai Strategic Capital Ltd. |
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| /s/ Lee Sze Wai |
| By: |
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Lee Sze Wai |
| Title: |
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Company Secretary |
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| CUSIP No. 92561V109 |
|
Schedule 13G |
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Page 7 of 7 |
LIST OF EXHIBITS
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| Exhibit No. |
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Description |
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| 99 |
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Joint Filing Agreement. |
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