| CUSIP
No. 92561V109 |
Page
1 of 6 Pages |
| 1 |
Name of Reporting Person:
Bright Insight Holdings Limited |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
Citizenship or Place of Organization
British Virgin Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,671,674 (1)(2) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
6,671,674 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
6,671,674 (1)(2) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%(3) |
| 12 |
TYPE OF REPORTING PERSON
OO |
(1)
On July 13, 2022, D8 Sponsor LLC distributed 100% of the shares of Class A common stock, par value $0.0001 per share, of Vicarious Surgical
Inc. (the “Issuer”) held by it to its members in accordance with the terms of its limited liability company agreement.
D8 Sponsor LLC distributed 2,607,864 shares of Class A common stock of the Issuer to Bright Insight Holdings Limited in its capacity
as a member of D8 Sponsor LLC.
(2)
Consists of (i) 2,607,864 shares of Class A common stock of the Issuer held by Bright Insight Holdings Limited and (ii) 4,063,810 shares
of Class A common stock of the Issuer underlying warrants held by Bright Insight Holdings Limited which are exercisable within 60 days
of the date hereof. Bright Insight Holdings Limited disclaims any beneficial ownership of the securities reported herein except to the
extent of any pecuniary interest it may have therein, directly or indirectly.
(3)
Based on a total of 105,518,527 shares of Class A common stock outstanding consisting of (i) 101,454,717 shares of Class A common stock
outstanding as of May 4, 2022, as reported in the Issuer’s Form 10-Q (File No. 001-39384) filed with the Securities and Exchange
Commission on May 9, 2022 and (ii) 4,063,810 shares of Class A common stock of the Issuer underlying warrants held by Bright Insight
Holdings Limited which are exercisable within 60 days of the date hereof.
| CUSIP No. 92561V109 |
Page 2 of 6 Pages |
| 1 |
Name of Reporting Person:
Chen-Chi Liu |
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
Citizenship or Place of Organization
Taiwan, Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,671,674 (1)(2) |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
6,671,674 (1)(2) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
6,671,674 (1)(2) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%(3) |
| 12 |
TYPE OF REPORTING PERSON
IN |
(1)
The securities reported herein are held directly by Bright Insight Holdings Limited. On July 13, 2022, D8 Sponsor LLC distributed 100%
of the shares of Class A common stock, par value $0.0001 per share, of Vicarious Surgical Inc. (the “Issuer”) held
by it to its members in accordance with the terms of its limited liability company agreement. D8 Sponsor LLC distributed 2,607,864 shares
of Class A common stock of the Issuer to Bright Insight Holdings Limited in its capacity as a member of D8 Sponsor LLC. Chen-Chi Liu
is the Director of Bright Insight Holdings Limited and shares voting and dispositive power over the securities held directly by Bright
Insight Holdings Limited. As a result, Mr. Liu may be deemed to have or share beneficial ownership of the securities held directly by
Bright Insight Holdings Limited.
(2)
Consists of (i) 2,607,864 shares of Class A common stock of the Issuer held by Bright Insight Holdings Limited and (ii) 4,063,810 shares
of Class A common stock of the Issuer underlying warrants held by Bright Insight Holdings Limited which are exercisable within 60 days
of the date hereof. Mr. Liu disclaims any beneficial ownership of the securities reported herein except to the extent of any pecuniary
interest he may have therein, directly or indirectly.
(3)
Based on a total of 105,518,527 shares of Class A common stock outstanding consisting of (i) 101,454,717 shares of Class A common stock
outstanding as of May 4, 2022, as reported in the Issuer’s Form 10-Q (File No. 001-39384) filed with the Securities and Exchange
Commission on May 9, 2022 and (ii) 4,063,810 shares of Class A common stock of the Issuer underlying warrants held by Bright Insight
Holdings Limited which are exercisable within 60 days of the date hereof.
| CUSIP No. 92561V109 |
Page 3 of 6 Pages |
SCHEDULE
13G/A
Vicarious
Surgical Inc. (the “Issuer”)
| Item
1(b) | Address
of Issuer’s Principal Executive Offices: |
78
Fourth Avenue
Waltham,
Massachusetts 02451
| Item
2(a) | Name
of Persons Filing: |
This
statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| 1. | Bright
Insight Holdings Limited; and |
Each
of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest
therein.
| Item
2(b) | Address
of Principal Business Office, or if None, Residence: |
The
principal business address of each Reporting Person is as follows:
No.
26, Ln. 201, Kangle Street.
Nelhu
District., Taipei, City 114
Taiwan
Republic of China
See
responses to row 4 of the cover page for each Reporting Person.
| Item
2(d) | Title
of Class of Securities: Class A common stock, par value $0.0001 per share |
| Item
2(e) | CUSIP
Number: 92561V109 |
| CUSIP No. 92561V109 |
Page 4 of 6 Pages |
| Item
3 | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is: |
| (a). | ☐
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b). | ☐
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c). | ☐
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d). | ☐
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e). | ☐
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f). | ☐
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g). | ☐
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h). | ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i). | ☐
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
| (j). | ☐
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k). | ☐
A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K). |
If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
| (a). | Amount
beneficially owned: |
See
the response to row 9 of the cover page for each Reporting Person.
See
the response to row 11 of the cover page for each Reporting Person.
| (c). | Number
of shares as to which such person has: |
| (i). | Sole
power to vote or to direct the vote: |
See
the response to row 5 of the cover page for each Reporting Person.
| (ii). | Shared
power to vote or to direct the vote: |
See
the response to row 6 of the cover page for each Reporting Person.
| (iii). | Sole
power to dispose or to direct the disposition of: |
See
the response to row 7 of the cover page for each Reporting Person
| (iv). | Shared
power to dispose or to direct the disposition of: |
See
the response to row 8 of the cover page for each Reporting Person.
| CUSIP No. 92561V109 |
Page 5 of 6 Pages |
| Item
5 | Ownership
of Five Percent or Less of the Class: |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
| 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.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
| CUSIP No. 92561V109 |
Page 6 of 6 Pages |
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:
July 25, 2022
BRIGHT
INSIGHT HOLDINGS LIMITED
| By: |
/s/ Chen-Chi Liu |
|
| Name:
Chen-Chi Liu |
|
| Title:
Director |
|
| /s/
Chen-Chi Liu |
|
| Name:
Chen-Chi Liu |
|
EXHIBIT
INDEX