Vicarious Surgical Inc-A美股招股说明书(2025-12-09版)

2,300,000 SharesClass A Common Stock This prospectus relates to the resale from time to time of up to 2,300,000 shares of Class A common stock, par value $0.0001 per share(the “Class A Common Stock”), of Vicarious Surgical Inc. by the Selling Stockholder identified in this prospectus (the “SellingStockholder”), including its pledgees, assignees, donees, transferees or their respective successors-in-interest consisting of: (i)1,150,000 shares of Class A Common Stock (the “Series A Common Warrant Shares”) issuable upon the exercise of Series A commonwarrants (the “Series A Common Warrants”) purchased by the Selling Stockholder in a private placement transaction (the “PrivatePlacement”) pursuant to the terms of a securities purchase agreement dated as of October 7, 2025 (the “Purchase Agreement”) betweenus and the Selling Stockholder; and (ii) 1,150,000 shares of Class A Common Stock (the “Series B Common Warrant Shares”) issuableupon the exercise of Series B common warrants (the “Series B Common Warrants”) purchased by the Selling Stockholder in thePrivate Placement pursuant to the terms of the Purchase Agreement. The Private Placement closed on October 9, 2025. The Series ACommon Warrants and the Series B Common Warrants are collectively referred to herein as the “Common Warrants.” The Series ACommon Warrant Shares and the Series B Common Warrant Shares are collectively referred to herein as the “Common WarrantShares.” We are filing this registration statement on Form S-3, of which this prospectus forms a part, to fulfill our contractual obligations toprovide for the registration of the resale of the Common Warrant Shares by the Selling Stockholder. See “Selling Stockholder”beginning on page 18 of this prospectus for more information about the Selling Stockholder. The registration of the shares of Class ACommon Stock to which this prospectus relates does not require the Selling Stockholder to sell any of its shares of our Class ACommon Stock. We are not offering any shares of Class A Common Stock under this prospectus and will not receive any proceeds from the sale orother disposition of the shares of our Class A Common Stock covered hereby. However, we will receive the proceeds from anyexercise of the Common Warrants for cash. See “Use of Proceeds” beginning on page 11 of this prospectus. The Selling Stockholder identified in this prospectus, or its pledgees, assignees, donees, transferees or their respective successors-in-interest, from time to time may offer and sell through public or private transactions at prevailing market prices, at prices related toprevailing market prices or at privately negotiated prices, the shares held by them directly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale, as described in more detail in this prospectus. See “Plan of Distribution”beginning on page 19 of this prospectus for more information about how the Selling Stockholder may sell its shares of Class ACommon Stock. The Selling Stockholder may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the SecuritiesAct of 1933, as amended (the “Securities Act”). We have agreed, pursuant to the terms of the Purchase Agreement, to bear all of the expenses in connection with the registration of theCommon Warrant Shares pursuant to this prospectus. The Selling Stockholder will pay or assume all commissions, discounts, fees ofunderwriters, agents, selling brokers or dealer managers and similar expenses, if any, attributable to their respective sales of the sharesof Class A Common Stock. Our Class A Common Stock and public warrants to purchase Class A Common Stock are listed on the New York Stock Exchange(“NYSE”) under the symbols “RBOT” and “RBOT.WS,” respectively. On December 8, 2025, the last reported sale price of our ClassA Common Stock was $2.83 per share and the last reported sale price of our public warrants was $0.0135. There is no establishedpublic trading market for any of the Common Warrants and we do not expect a market to develop. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties describedunder the heading “Risk Factors” contained in this prospectus beginning on page8 and under similar headings in the otherdocuments that are incorporated by reference into this prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE,TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus isDecember 8, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1THE OFFERING6SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS7RISK FACTORS8THE OCTOBER 2025 OFFERINGS9USE OF PROCEEDS11DIVIDEND POLICY11DESCRIPTION OF CAPITAL STOCK11DETERMINATION OF THE OFFERING PRICE17SELLING STOCKHOLDER18PLAN OF DISTRIBUTION19LEGAL