SecProbe.io

CORRESP
 1
 filename1.htm

 Vicarious Surgical Inc.

 78 Fourth Avenue

 Waltham, Massachusetts 02451

 December 18, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549

 Re: Vicarious Surgical Inc. (the " Company ")
 Registration Statement on Form S-3
 File No. 333-292116
 Request for Acceleration

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission
(the " Commission ") of the effective date of the Registration Statement on Form S-3 (File No. 333-292116) (the " Registration
Statement ") of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m.,
Washington, D.C. time, on December 22, 2025, or as soon as practicable thereafter.

 The Company respectfully requests
that it be notified of such effectiveness by a telephone call to Robert A. Petitt of Blank Rome LLP at (617) 415-1219 and that such effectiveness
also be confirmed in writing.

 If you have any further questions
or comments, or if you require any additional information, please contact the undersigned by telephone at (617) 868-1700 or our attorney,
Robert A. Petitt, at the number above. Thank you for your assistance.

 Very truly yours,

 Vicarious Surgical Inc.

 By:
 /s/ Stephen From

 Name:
 Stephen From

 Title:
 Chief Executive Officer

 cc: Robert A. Petitt, Esq., Blank Rome LLP

CORRESP
 1
 filename1.htm

 Vicarious Surgical Inc.

 78 Fourth Avenue

 Waltham, Massachusetts 02451

 December 4, 2025

 VIA EDGAR

 United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549

 Re:
 Vicarious Surgical Inc. (the "Company" )

 Registration Statement on Form S-3

 File No. 333-291483

 Request for Acceleration

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, the Company respectfully requests acceleration by the Securities and Exchange Commission
(the " Commission ") of the effective date of the Registration Statement on Form S-3 (File No. 333-291483) (the " Registration
Statement ") of the Company. The Company respectfully requests that the Registration Statement become effective as of 4:30 p.m.,
Washington, D.C. time, on December 8, 2025, or as soon as practicable thereafter.

 The Company respectfully requests
that it be notified of such effectiveness by a telephone call to Robert A. Petitt of Blank Rome LLP at (617) 415-1219 and that such effectiveness
also be confirmed in writing.

 If you have any further questions
or comments, or if you require any additional information, please contact the undersigned by telephone at (617) 868-1700 or our attorney,
Robert A. Petitt, at the number above. Thank you for your assistance.

 Very truly yours,

 Vicarious Surgical Inc.

 By:
 /s/ Stephen From

 Name:
 Stephen From

 Title:
 Chief Executive Officer

 cc:
 Robert A. Petitt, Esq., Blank Rome LLP

CORRESP
1
filename1.htm

VICARIOUS SURGICAL INC.

78 Fourth Avenue

Waltham, Massachusetts 02451

October 25, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jordan Nimitz

   RE:
  Vicarious Surgical Inc.

  Registration Statement on Form S-3

  Filed October 7, 2022

  File No. 333-267785

  Acceleration Request

Dear Ms. Nimitz:

With respect to the above-referenced Registration Statement
on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act
of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Vicarious Surgical Inc. (the “Company”), that
the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Thursday,
October 27, 2022, at 4:05 p.m. Eastern Time, or as soon as practicable thereafter.

The cooperation of the staff in meeting the timetable
described above is very much appreciated.

Please call Edwin C. Pease or Jason S. McCaffrey of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000, with any comments or questions regarding
the Registration Statement.

  Very truly yours,

  VICARIOUS
SURGICAL INC.

  /s/ June Morris

  June Morris, Esq.

  Chief Legal Officer, General Counsel and
Secretary

  cc:
  Edwin C. Pease, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.

  Jason S. McCaffrey, Esq., Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.

United States securities and exchange commission logo
October 14, 2022
Adam Sachs
Chief Executive Officer
Vicarious Surgical Inc.
78 Fourth Avenue
Waltham, MA 02451
Re:Vicarious Surgical Inc.
Registration Statement on Form S-3
Filed October 7, 2022
File No. 333-267785
Dear Adam Sachs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Edwin C. Pease, Esq.

CORRESP
1
filename1.htm

VICARIOUS SURGICAL INC.

78 Fourth Avenue

Waltham, Massachusetts 02451

October 21, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Chris Edwards

  RE:

  Vicarious Surgical Inc.

  Registration Statement on Form S-1

  File No. 333-260281

  Acceleration Request

Dear Mr. Edwards:

With respect to the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”) and pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Vicarious Surgical Inc. (the
“Company”), that the Securities and Exchange Commission accelerate the effective date of the Registration Statement to Friday,
October 22, 2021 at 4:30 p.m. Eastern Time, or as soon as practicable thereafter.

The cooperation of the staff in
meeting the timetable described above is very much appreciated.

Please call Edwin C. Pease, Andrew
D. Thorpe or Melissa V. Frayer of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 348-3033, (415)
432-6089 or (415) 696-5430, respectively, with any comments or questions regarding the Registration Statement.

  Very truly yours,

  VICARIOUS
SURGICAL INC.

  /s/ June Morris

  June
Morris

Chief Legal Officer, General Counsel and Secretary

  cc:

  Adam Sachs, President and Chief Executive Officer, Vicarious Surgical Inc.

  William Kelly, Chief Financial Officer and Treasurer, Vicarious Surgical Inc.

  Edwin C. Pease, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

  Andrew D. Thorpe, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

  Melissa V. Frayer, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States securities and exchange commission logo
October 20, 2021
Adam Sachs
Chief Executive Officer
Vicarious Surgical Inc.
78 Fourth Avenue
Waltham, Massachusetts 02451
Re:Vicarious Surgical Inc.
Registration Statement on Form S-1
Filed October 15, 2021
File No. 333-260281
Dear Mr. Sachs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Edwin C. Pease, Esq.

CORRESP
1
filename1.htm

D8 Holdings Corp.

Unit 1008, 10/F, Champion Tower

3 Garden Road

Central, Hong Kong

August 6, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street NE

Washington, D.C. 20549

    Re:
    D8 Holdings Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed August 2, 2021

File No. 333-257055

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, D8 Holdings Corp. hereby respectfully
requests that the effective date of the above-captioned Registration Statement on Form S-4, as amended (the “Registration Statement”)
be accelerated to, and that the Registration Statement be declared effective at 4:00 p.m., prevailing Eastern Time, on August 9, 2021,
or as soon as practicable thereafter.

Please contact Joel Rubinstein (email: joel.rubinstein@whitecase.com
or telephone: (212) 819-7642) or Elliott Smith (email: elliott.smith@whitecase.com or telephone: (212) 819-7644) of White & Case
LLP with any questions and please notify one or more of them when this request for acceleration has been granted.

    Sincerely,

    By:
    /s/ David Chu

    Name:
    David Chu

    Title
    Chief Executive Officer

    cc:

    Joel Rubinstein, White & Case LLP

    Elliott Smith, White & Case LLP

CORRESP
1
filename1.htm

July 15, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street NE

Washington, D.C. 20549

 Attn: Gary Newberry

Vanessa Robertson

Alan Campbell

Jeffrey Bagor

 Re: D8 Holdings Corp.

Registration Statement on Form S-4

Filed June 11, 2021

File No. 333-257055

Ladies and Gentlemen:

On behalf of our client, D8
Holdings Corp., a Cayman Islands exempted company (the “Company”), we are writing to submit the Company’s responses
to the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”)
with respect to the above-referenced registration statement on Form S-4 filed on June 11, 2021 (the “Registration Statement”),
contained in the Staff’s letter dated July 8, 2021 (the “Comment Letter”).

The Company has filed via
EDGAR its first amended Registration Statement on Form S-4 (the “First Amended Registration Statement”), which reflects the
Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained
in the Comment Letter is printed below in bold and is followed by the Company’s response. All page references in the responses set
forth below refer to page numbers in the First Amended Registration Statement. Capitalized terms used but not defined herein have the
meanings set forth in the First Amended Registration Statement.

Registration Statement on Form S-4

Cover Page

 1. Please revise this section and the letter to D8 Holdings
Corp. stockholders to disclose the post-business combination voting power of (i) D8’s sponsor and its affiliates as well as (ii) D8’s
current public stockholders.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on the cover page, the letter to D8’s stockholders, page 14 and pages
49-50 of the First Amended Registration Statement to disclose the post-combination ownership and voting power, assuming no redemptions,
of (i) D8’s sponsor and its affiliates as well as (ii) D8’s current public security holders.

United States Securities and Exchange Commission

July 15, 2021

 2. Please tell us whether you will be deemed a “controlled company”
as defined by the market on which you intend to list and, if so, whether you intend to rely on any exemptions as a controlled company.
If applicable, please disclose on the prospectus cover page and in the prospectus summary that you are a controlled company, and include
a risk factor that discusses the effect, risks and uncertainties of being designated a controlled company.

Response: The Company advises
the Staff that it will not be deemed a “controlled company” as defined by the NYSE rules, because the holders of the Class
B common stock do not have any agreement or arrangement to act together as a “group.” Accordingly, the Company will not avail
itself of the exemptions afforded to a controlled company. However, in response to the Staff’s comment, the Company has added a
risk factor on page 59 of the First Amended Registration Statement to address the fact that the holders of the Class B common stock could
form a “group” at a later date and thus avail the Company of the controlled company exemptions.

Market and Industry Data, page
8

 3. We note your disclosure indicating that there is no assurance that certain
third-party information in the prospectus is accurate or complete and that you have not independently verified third-party information.
These statements may imply an inappropriate disclaimer of responsibility with respect to such information. Please either delete these
statements or specifically state that you are liable for such information.

Response: In response
to the Staff’s comment, the Company has revised the disclosure on page 8 of the First Amended Registration Statement to indicate
that it is responsible for the disclosure in the prospectus and it has deleted the statements referenced in the Staff’s comment.

Summary of the Proxy Statement/Prospectus

Vicarious Surgical, page 27

 4. We note your discussion of the Breakthrough Device designation for the Vicarious
System. Please revise your disclosure here and throughout the prospectus where the Breakthrough Device designation is mentioned (including
on pages 109, 113 and 229) to clarify that the process of medical device development is inherently uncertain and that there is no guarantee
that this designation will accelerate the timeline for approval or make it more likely that the Vicarious System will be approved.

Response: In response to
the Staff’s comment, the Company has revised the disclosures on pages 28, 117, 118, 121, 237, 244, 250 and 256 of the First
Amended Registration Statement indicating that “the process of medical device development is inherently uncertain and there is
no guarantee that a Breakthrough Device Designation will accelerate the timeline for approval or make it more likely that the
Vicarious System will be approved.”

    2

United States Securities and Exchange Commission

July 15, 2021

The Proposed Certificate of Incorporation
will designate a state or federal court located within the State of Delaware..., page 57

 5. Please revise your disclosure here and on pages 160 and 218 to clarify whether
the exclusive forum provision will apply to actions arising under the Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder. To the extent that your exclusive forum provision will not apply to actions arising under the Exchange
Act, please update Article 11 of your proposed certificate of incorporation (Annex B-1-12) to make this clear.

Please
also revise to describe the federal forum provision for Securities Act claims described elsewhere in the prospectus. In your revisions,
please state that there is uncertainty as to whether a court would enforce such a provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder.

Response: In response to
the Staff’s comment, the Company has revised the disclosures on pages 59, 166, 167 and 226 of the First Amended Registration
Statement. In addition, the Company has updated Article 11 of its proposed certificate of incorporation to clarify that the
exclusive forum provisions will not apply to actions arising under the Exchange Act.

The Business Combination Proposal

Background of the Business Combination,
page 108

 6. Please identify the individuals and/or parties who participated in the meetings
and discussions described throughout this section. By way of example only, please identify the representatives of D8 and the director
of Vicarious Surgical who met on January 4, 2021, the representatives of D8 who participated on the conference call on January 7 and the
representatives from D8 and Vicarious Surgical who participated on the conference calls on June 11.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 111-116 of the First Amended Registration Statement to disclose
the individuals and/or parties who participated in the meetings and discussions described in that section.

 7. Please revise to disclose the identities of D8’s financial advisors. To the
extent that any of D8’s financial advisors also served as an underwriter of D8’s IPO and is eligible to receive deferred underwriting
compensation, please revise to disclose this conflict of interest in the Summary and throughout your registration statement, as appropriate.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 38, 125 and 233 of the First Amended Registration Statement to
indicate that UBS Securities LLC, (“UBS”) the underwriter of the Company’s initial public offering, provided certain
advice to the Company and that UBS will be entitled to receive a deferred underwriting discount equal to $6,037,500.

    3

United States Securities and Exchange Commission

July 15, 2021

 8. Please revise your disclosure in this section to clearly describe how D8 formulated
a pre-money enterprise value for Vicarious Surgical of $1.0 billion. Please also revise to discuss whether this valuation was subject
to any negotiation between the parties.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on page 113 of the First Amended Registration Statement to clarify how D8
formulated a pre-money enterprise value for Vicarious Surgical of $1.0 billion and to disclose information about the negotiations between
the parties regarding the valuation.

 9. Please revise your disclosure to summarize the results of KPMG’s IPO readiness
report described on page 110. Please also revise your disclosure describing the D8 Board of Directors’ reasons for approval of the business
combination to discuss whether the D8 board considered the IPO readiness report.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on page 114 of the First Amended Registration Statement to summarize the
findings of KPMG’s high-level risk assessment of New Vicarious Surgical’s public company readiness. In response to the Staff’s
comment, the Company has also revised its disclosure on page 114 of the First Amended Registration Statement to clarify that the D8 Board
considered the high-level risk assessment of New Vicarious Surgical’s public company readiness in deciding to approve the Business
Combination.

 10. Please revise your descriptions of the conference calls held among representatives
from D8 and various surgeons to describe who facilitated the conference calls. To the extent the surgeons who participated on these conference
calls were affiliated with Vicarious Surgical in any capacity, please so state.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 115 and 116 of the First Amended Registration Statement to explain
who facilitated each call, and to the extent applicable, such surgeons’ respective affiliations with Vicarious Surgical.

D8 Board of Directors’ Reasons
for the Approval of the Business Combination, page 112

 11. We note your disclosure that the board of directors determined not to obtain
a third-party valuation or fairness opinion. Please describe here the substantive factors considered by the board in determining that
the Business Combination was “fair” to shareholders, as disclosed on page 19.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 19, 53, 113 and 117 of the First Amended Registration Statement
to clarify that the D8 Board's conclusion was partially based on implied valuations of comparable publicly traded companies based on ratios
of enterprise value to expected revenues in 2024 and 2025 and expected compound annual growth rates of revenue for 2023-2025. The comparable
publicly traded companies considered were divided into three groups: (i) high growth med-tech companies (those who are projected to have
high revenue growth over the 2023-25 period); (ii) disruptive healthcare technology companies (those whose use of technology is intended
to disrupt the industry); and (iii) other surgical robotics companies, namely the incumbent in the space. However, the D8 Board did not
rely solely on quantitative factors. The D8 Board also made qualitative judgements based on the state of development of Vicarious Surgical,
the stage of development of the robot, the tremendous growth opportunity the D8 Board perceived and the limited direct competition facing
Vicarious Surgical, Vicarious Surgical's international expansion opportunities that D8 could assist with, outside advisors and expertise
that D8 could bring to Vicarious Surgical, additional potential shareholders that D8 could introduce to Vicarious Surgical and the compelling
technological advantages of the robotic system which the D8 Board perceives as a generational advance.

    4

United States Securities and Exchange Commission

July 15, 2021

 12. Please describe in greater detail all material analyses the board relied upon
in evaluating the financial aspects of the business combination. If there were any analyses that did not support the fairness of the transaction,
please include appropriate disclosure.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 116-120 of the First Amended Registration Statement to disclose
in greater detail all material analyses the Company’s board of directors relied upon in evaluating the financial aspects of the
Business Combination. In response to the Staff’s comment, the Company advises the Staff that all material analyses the board relied
upon in evaluating the financial aspects of the business combination supported the fairness of the transaction.

 13. Please revise this section to clarify throughout that the Vicarious System
is yet to be approved and that the Breakthrough Device designation for the Vicarious System provides no guarantee of accelerated development
or approval and that the process of medical device development is inherently uncertain and cannot be “de-risked.” In your revisions,
please discuss whether the D8 board considered the risks associated with the fact that the Vicarious System has not been approved in making
its determination to approve the Business Combination.

Response: In response to the
Staff’s comment, the Company has revised its disclosure in this section of the First Amended Registration Statement to clarify throughout
the section that the Vicarious System is yet to be approved and that the Breakthrough Device designation for the Vicarious System provides
no guarantee of accelerated development or approval and that the process of medical device development is inherently uncertain and cannot
be “de-risked.” In response to the Staff’s comment, the Company has also revised its disclosure on page 120 of the First
Amended Registration Statement to indicate that the Company’s board of directors considered the risks associated with the fact that
the Vicarious System has not been approved in making its determination to approve the Business Combination.

 14. Please revise this section to discuss whether D8’s board considered the material
risks to unaffiliated investors presented by taking the Vicarious Surgical public through a merger rather than an underwritten offering.
These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material
misstatements or omissions in a registration statement. To the extent that D8’s board did not consider these risks, please so state.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 61, 62 and 120 of the First Amended Registration Statement to discuss
the D8 Board’s consideration of the material risks to unaffiliated investors presented by taking Vicarious Surgical public through
a merger rather than an underwritten offering.

    5

United States Securities and Exchange Commission

July 15, 2021

 15. We note your statement on page 114 that D8’s board of directors believes that
the “entry valuation” is attractive as compared to “similar companies in D8’s comps universe.” Please revise to clarify
whether D8’s board of directors reviewed a comparable company analysis. To the extent D8’s board of directors reviewed a comparable company
analysis, please include this analysis in the prospectus.

Response: In response to the
Staff’s comment, the Company has revised its disclosure on pages 113, 119 and 121 through 123 of the First Amended Registration
Statement to clarify that the Company’s board of directors reviewed a comparable company analysis and to include the comparable
company an

United States securities and exchange commission logo
July 8, 2021
David Chu
Chief Executive Officer and Director
D8 Holdings Corp.
Unit 1008, 10/F, Champion Tower
3 Garden Road
Central, Hong Kong
Re:D8 Holdings Corp.
Registration Statement on Form S-4
Filed June 11, 2021
File No. 333-257055
Dear Mr. Chu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1.Please revise this section and the letter to D8 Holdings Corp. stockholders to disclose the
post-business combination voting power of (i) D8's sponsor and its affiliates as well as (ii)
D8's current public stockholders.
2.Please tell us whether you will be deemed a “controlled company” as defined by the
market on which you intend to list and, if so, whether you intend to rely on any
exemptions as a controlled company.  If applicable, please disclose on the prospectus

 FirstName LastNameDavid Chu
 Comapany NameD8 Holdings Corp.
 July 8, 2021 Page 2
 FirstName LastNameDavid Chu
D8 Holdings Corp.
July 8, 2021
Page 2
cover page and in the prospectus summary that you are a controlled company, and include
a risk factor that discusses the effect, risks and uncertainties of being designated a
controlled company.
Market and Industry Data, page 8
3.We note your disclosure indicating that there is no assurance that certain third-party
information in the prospectus is accurate or complete and that you have not independently
verified third-party information. These statements may imply an inappropriate disclaimer
of responsibility with respect to such information. Please either delete these statements or
specifically state that you are liable for such information.
Summary of the Proxy Statement/Prospectus
Vicarious Surgical, page 27
4.We note your discussion of the Breakthrough Device designation for the Vicarious
System. Please revise your disclosure here and throughout the prospectus where the
Breakthrough Device designation is mentioned (including on pages 109, 113 and 229) to
clarify that the process of medical device development is inherently uncertain and that
there is no guarantee that this designation will accelerate the timeline for approval or
make it more likely that the Vicarious System will be approved.
The Proposed Certificate of Incorporation will designate a state or federal court located within
the State of Delaware..., page 57
5.Please revise your disclosure here and on pages 160 and 218 to clarify whether the
exclusive forum provision will apply to actions arising under the Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder. To the extent that your exclusive forum provision will
not apply to actions arising under the Exchange Act, please update Article 11 of your
proposed certificate of incorporation (Annex B-1-12) to make this clear.

Please also revise to describe the federal forum provision for Securities Act claims
described elsewhere in the prospectus. In your revisions, please state that there is
uncertainty as to whether a court would enforce such a provision and that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.
The Business Combination Proposal
Background of the Business Combination, page 108
6.Please identify the individuals and/or parties who participated in the meetings and
discussions described throughout this section. By way of example only, please identify the
representatives of D8 and the director of Vicarious Surgical who met on January 4, 2021,

 FirstName LastNameDavid Chu
 Comapany NameD8 Holdings Corp.
 July 8, 2021 Page 3
 FirstName LastNameDavid Chu
D8 Holdings Corp.
July 8, 2021
Page 3
the representatives of D8 who participated on the conference call on January 7 and the
representatives from D8 and Vicarious Surgical who participated on the conference calls
on June 11.
7.Please revise to disclose the identities of D8's financial advisors. To the extent that any of
D8's financial advisors also served as an underwriter of D8's IPO and is eligible to receive
deferred underwriting compensation, please revise to disclose this conflict of interest in
the Summary and throughout your registration statement, as appropriate.
8.Please revise your disclosure in this section to clearly describe how D8 formulated a pre-
money enterprise value for Vicarious Surgical of $1.0 billion. Please also revise to discuss
whether this valuation was subject to any negotiation between the parties.
9.Please revise your disclosure to summarize the results of KPMG's IPO readiness report
described on page 110. Please also revise your disclosure describing the D8 Board of
Directors' reasons for approval of the business combination to discuss whether the D8
board considered the IPO readiness report.
10.Please revise your descriptions of the conference calls held among representatives from
D8 and various surgeons to describe who facilitated the conference calls. To the extent the
surgeons who participated on these conference calls were affiliated with Vicarious
Surgical in any capacity, please so state.
D8 Board of Directors' Reasons for the Approval of the Business Combination, page 112
11.We note your disclosure that the board of directors determined not to obtain a third-party
valuation or fairness opinion.  Please describe here the substantive factors considered by
the board in determining that the Business Combination was "fair" to shareholders, as
disclosed on page 19.
12.Please describe in greater detail all material analyses the board relied upon in evaluating
the financial aspects of the business combination.  If there were any analyses that did not
support the fairness of the transaction, please include appropriate disclosure.
13.Please revise this section to clarify throughout that the Vicarious System is yet to be
approved and that the Breakthrough Device designation for the Vicarious System provides
no guarantee of accelerated development or approval and that the process of medical
device development is inherently uncertain and cannot be "de-risked." In your
revisions, please discuss whether the D8 board considered the risks associated with the
fact that the Vicarious System has not been approved in making its determination to
approve the Business Combination.
14.Please revise this section to discuss whether D8's board considered the material risks to
unaffiliated investors presented by taking the Vicarious Surgical public through a merger
rather than an underwritten offering. These risks could include the absence of due

 FirstName LastNameDavid Chu
 Comapany NameD8 Holdings Corp.
 July 8, 2021 Page 4
 FirstName LastNameDavid Chu
D8 Holdings Corp.
July 8, 2021
Page 4
diligence conducted by an underwriter that would be subject to liability for any material
misstatements or omissions in a registration statement. To the extent that D8's board did
not consider these risks, please so state.
15.We note your statement on page 114 that D8's board of directors believes that the "entry
valuation" is attractive as compared to "similar companies in D8's comps universe."
Please revise to clarify whether D8's board of directors reviewed a comparable company
analysis. To the extent D8's board of directors reviewed a comparable company analysis,
please include this analysis in the prospectus.
16.We note your disclosure on page 115 that the D8 board of directors considered the fact
that Vicarious Surgical Stockholders will be rolling over 100% of their equity into New
Vicarious Surgical as a reason to approve the Business Combination. Please revise to
disclose whether the Vicarious Surgical Stockholders will be subject to any contractual
restrictions on sales of their shares more than 180 days after the consummation of the
Business Combination. Please also revise to briefly describe the difference between
enterprise value and equity value.
Unaudited Prospective Financial Information of Vicarious Surgical, page 116
17.We note the "assumptions" referred to in your disclosure beneath the projections are not
presented with any specificity. As such, please provide the material assumptions
underlying the revenue, gross margin and installed base projections, including earnings
growth rates, projected market penetration rates, discount rates, etc. The level of detail
provided must be sufficient enough for an investor to understand the reasonableness of the
assumptions underlying the projections as well as the inherent limitations on the reliability
of projections in order to make informed investment decisions. In addition, in light of the
fact that the Vicarious System has not been approved, ensure you fully explain how you
arrived at your revenue projections. If you assessed the probability of regulatory/technical
success, ensure you provide such details.
Related Agreements
Registration Rights Agreement, page 135
18.Please revise your disclosures here and on page 219 to quantify the number of shares that
will have registration rights following the consummation of the Business Combination.
U.S. Federal Income Tax Considerations, page 171
19.Please revise your disclosure to provide a firm conclusion regarding treatment of the
Domestication under Section 368 and remove language stating that it is intended that, or
generally, certain material tax consequences will apply. In addition, please clearly state
that the conclusion is the opinion of counsel. Please also remove any statement that
assumes the material tax consequences at issue (e.g., "Assuming the Domestication
qualifies as an F Reorganization..."). Refer to Section III of Staff Legal Bulletin No. 19 for
guidance.

 FirstName LastNameDavid Chu
 Comapany NameD8 Holdings Corp.
 July 8, 2021 Page 5
 FirstName LastName
David Chu
D8 Holdings Corp.
July 8, 2021
Page 5
Description of D8's and New Vicarious Surgical's Securities
New Vicarious Surgical Class B Common Stock, page 214
20.Your disclosure in this section states that the holders of New Vicarious Surgical Class B
Shares do not have conversion rights. However, your registration statement cover page
registers Class A common stock issuable upon the conversion of Class B common stock
and the certificate of incorporation filed as Annex B-1 appears to contemplate optional
conversion of Class B common stock. Please revise this section to discuss the conversion
rights attached to the Class B common stock and any other material rights or terms
associated with the Class B common stock or advise.
Beneficial Ownership of Securities, page 222
21.Please revise to identify the natural persons with voting and/or dispositive control of the
shares held by Polar Multi-Strategy Master Fund and Gates Frontier, LLC in footnotes 15
and 17 to the beneficial ownership table, respectively.
Business of New Vicarious Surgical, page 229
22.We note your statements throughout this section which indicate or imply that the
Vicarious System will be approved or has already been approved. By way of example
only, we note your statements that:

•"By fundamentally engineering a better solution, Vicarious Surgical believes it has
created a more capable surgical robot than those currently available on the market..."
•"The Vicarious System provides exceptional reach within the abdomen, enabling the
surgeon to enter the abdomen from nearly any angle and work in nearly any
direction..."
•"...the Vicarious System is much smaller and is easily moved to any operating room
throughout a medical facility."
•"Vicarious Surgical believes that adoption of the Vicarious System will be facilitated
by a streamlined training regimen."
•"The Vicarious System surgeon console provides all the systems necessary for the
surgeon to have an effective, immersive experience, visualizing the surgical field and
controlling all the motions of the robot, enabling performance and patient outcomes
that are not available on other existing systems."
•"After FDA clearance for commercialization in the U.S...."
•"Following the initial clearance for ventral hernia repair..."

Please revise your disclosures throughout this section to (i) remove any implication that
the Vicarious System has been approved or is likely to obtain marketing approval and
(ii) clarify, if true, that the purported advantages of the Vicarious System as compared to
existing systems and methods of surgery are yet to be realized.

 FirstName LastNameDavid Chu
 Comapany NameD8 Holdings Corp.
 July 8, 2021 Page 6
 FirstName LastName
David Chu
D8 Holdings Corp.
July 8, 2021
Page 6
23.Please revise this section, where appropriate, to discuss the historical development of the
Vicarious System. In particular, please discuss any clinical evaluations of the Vicarious
System that have been completed or that are underway and any additional testing or
studies that may be required.
Intellectual Property, page 235
24.Please revise to disclose for each material patent and patent application the subject
matter to which such patents or patent applications relate, the type of patent protection and
applicable jurisdictions.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Gary Newberry at 202-551-3761 or Vanessa Robertson at 202-551-364
if you have questions regarding comments on the financial statements and related matters.
Please contact Alan Campbell at 202-551-4224 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Elliott Smith, Esq.