SC 13G

Names of Reporting Persons

Sun Hung Kai & Co. Ltd.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Hong Kong

SC 13G 1 d311670dsc13g.htm SC 13G SC 13G

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		Schedule 13G		Page 2 of 7


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ITEM 1.

(a) Name of Issuer:

Vicarious Surgical Inc. (the “Issuer”)

(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.

(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.

(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.

(d)

Title of Class of Securities:

Class A common stock, par value $0.0001 per share (“Class A Common Stock”).

(e)

CUSIP Number:

92561V109

ITEM 3.

Not applicable.


CUSIP No. 92561V109		Schedule 13G		Page 5 of 7

ITEM 4.

Ownership.

(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.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Sun Hung Kai & Co. Ltd.		5,148,970		5.2	%		0		5,148,970		0		5,148,970
Shipshape Investments Ltd.		5,148,970		5.2	%		0		5,148,970		0		5,148,970
Sun Hung Kai Strategic Capital Ltd.		5,148,970		5.2	%		0		5,148,970		0		5,148,970

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.

ITEM 10.

Certification.

Not applicable.


CUSIP No. 92561V109		Schedule 13G		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


Sun Hung Kai & Co. Ltd.

/s/ Lee Sze Wai
By:		Lee Sze Wai
Title:		Company Secretary

Shipshape Investments Ltd.

/s/ Lee Sze Wai
By:		Lee Sze Wai
Title:		Company Secretary

Sun Hung Kai Strategic Capital Ltd.

/s/ Lee Sze Wai
By:		Lee Sze Wai
Title:		Company Secretary


CUSIP No. 92561V109		Schedule 13G		Page 7 of 7

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

SEC Form SC 13G filed by Vicarious Surgical Inc.