D8 Holdings Corp.

Pairing a 5,000,000-share plan increase with a reverse split means the awards are authorised before the consolidation and land in a far smaller post-split count — by April 2025 the company reported only 5,277,925 Class A and 653,990 Class B shares outstanding, so the plan shares approved here would represent a large fraction of the company afterwards. The audit committee, comprising Mr. Styka, Mr. Fulop and Mr. Huss, met four times in the year ended December 31, 2023.

110,769,991 shares is the ceiling on issuance and therefore the measure of what a D8 Holdings shareholder who does not redeem is diluted by; the $9.90 is a market-based price used only to compute the registration fee, not a deal price. The holder is also changing jurisdiction: a Cayman Islands company with its principal executive offices in Hong Kong becomes a Delaware corporation before the combination closes, so the governing corporate law changes as well as the business.

A second, convertible class carries part of the consideration: 19,726,836 Class B shares convert into Class A and those underlying shares are registered at no additional fee, so the Class A line understates the eventual common float by that amount. The warrant line is large — 26,150,000 warrants, themselves registered at no fee, with the underlying shares priced at the $11.50 exercise price and contributing $32,809.10 of the $173,757.42 total. The aggregate offering price across all lines is $1,592,643,587.30.

A second class is registered alongside the first: 19,726,836 shares of Class B common stock sit beside 110,769,991 Class A shares, and the Class A shares the Class B converts into are registered at no additional fee — the pattern used when one class converts into the other on a one-for-one basis. The warrants add a further 26,150,000 Class A shares at an $11.50 exercise price, carrying $32,809.10 of the $173,757.42 total fee. The $9.90 is a market average used only for the fee calculation.

What changed: 8-K of Vicarious Surgical, Inc. Items 1.01 and 2.01: on July 21, 2026 stockholders approved the transfer of all or substantially all of the Company's assets through an assignment for the benefit of creditors, subject to the Board so determining; the Board so determined the same day and the Company entered a general assignment for the benefit of creditors with Vicarious Liquidation, LLC as assignee, filed as Exhibit 10.1. Item 5.02: all seven directors gave notice of resignation from the Board and its committees, effective on the filing of a Form 15 with the SEC. Why it matters: This is the wind-down. The Company also terminated CEO Stephen From, President Adam Sachs, CTO Sammy Khalifa and CMO Dr. Barry Greene effective at the close of business on July 21, 2026, with From, Sachs and Khalifa entitled to contractual severance; the report states $672,699 for Mr. From and $779,190 for Mr. Sachs, each with full vesting of time-based equity awards. A Form 15 filing would end Exchange Act reporting.