EX-FILING FEES 11 d752195dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

5E Advanced Materials, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
     Security
Type
 

Security

Class

Title

 

Fee

Calculation

or Carry

Forward
Rule

 

Amount

Registered(1)

 

Proposed

Maximum

Offering
Price Per
Share(2)

 

Maximum

Aggregate

Offering Price

 

Fee

Rate

 

Amount of

Registration
Fee

 

Carry

Forward

Form
Type

 

Carry

Forward

File
Number

 

Carry

Forward

Initial

Effective
Date

 

Filing Fee

Previously
Paid in
Connection

with
Unsold

Securities

to be
Carried

Forward

 
Newly Registered Securities
                         

Fees to Be

Paid

  Equity   Common stock, par value $0.01 per share   Other   85,310,403(3)   $1.325   $113,036,283.98   0.00014760   $16,684.16        
                   
    Total Offering Amounts     $0     $16,684.16          
                   
    Total Fees Previously Paid         $0          
                   
    Total Fee Offsets         $5,043.80          
                   
    Net Fee Due               $11,640.36                

 

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (the “Common Stock”) of 5E Advanced Materials, Inc. (the “Registrant”) that become issuable by reason of any stock dividend, stock split, recapitalization, or other similar transaction without receipt of consideration.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price are based upon the average of the high and low prices for the Common Stock as reported on Nasdaq on January 26, 2024, a date within five business days prior to the filing of this Registration Statement.

(3)

The 85,310,403 shares of Common Stock consist of (i) 66,261,621 Convertible Notes Resale Shares, (ii) 5,365,854 Ascend Resale Shares, and (iii) 13,682,928 5ECAP Resale Shares

(4)

On October 11, 2022, the Registrant filed a registration statement on Form S-1 (File No. 333-267803), which became effective February 6, 2023 (the “Prior Registration Statement”). The Prior Registration Statement registered 4,581,534 shares of Common Stock held by selling stockholders named therein for resale by such selling stockholders, in each case, which were not sold pursuant to the Prior Registration Statement. Pursuant to Rule 457(p) of the Securities Act, the Registrant hereby offsets $5,043.80 of the $5,043.80 registration fee previously paid in connection with such unsold shares, which will continue to be applied to such unsold securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of such unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.

Table 2: Fee Offset Claims and Sources

 

    

Registrant

or Filer

Name

 

Form

or

Filing

Type

 

File

Number

 

Initial

Filing

Date

 

Filing

Date

 

Fee

Offset

Claimed

 

Security

Type

Associated

with Fee

Offset

Claimed

 

Security

Type

Associated

with Fee

Offset

Claimed

 

Unsold

Securities

Associated

with Fee

Offset

Claimed

 

Unsold

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed

 

Fee

Paid

with

Fee

Offset

Source

Rule 457(p)

Fee Offset

Claims

  5E Advanced Materials, Inc.   Form S-1   333-267803   October 11, 2022       $5,043.80   Equity   Common Stock   (4)   $45,769,524.66  

Fee Offset

Sources

  5E Advanced Materials, Inc.   Form S-1   333-267803     October 11, 2022               $5,043.80