EX-FILING FEES 7 d311340dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form F-4

(Form Type)

Allwyn Entertainment AG

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

                 
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

or Carry

Forward

Rule

 

Amount

Registered(4)

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee(7)

                 

Fees to Be

Paid

  Equity   Swiss NewCo Class B Shares(1)     106,837,600   $9.90(5)   $1,057,692,240.00     $98,048.07
                 
    Equity   Swiss NewCo Warrants(2)     39,056,790   $0.72435(6)   $28,290,785.84     $2,622.56
                 
    Equity   Swiss NewCo Class B Shares underlying Swiss NewCo Warrants(3)     51,013,333   $11.50   $586,653,329.50     $54,382.76
           
    Total Offering Amounts      $1,672,636,355.34     $155,053.40
           
    Total Fees Previously Paid          $146,361.77
           
    Total Fee Offsets         
           
    Registration Fee Due                $8,691.63
  (1)

The number of Class B ordinary shares, nominal value CHF 0.04 per share (“Swiss NewCo Class B Shares”), of Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo) being registered represents 106,837,600 Swiss NewCo Class B Shares which will ultimately, as described further in the Business Combination Agreement and Registration Statement (each as defined below), be issued by Swiss NewCo in exchange for the sum of (a) 82,800,000 shares of Cohn Robbins Class A common stock, par value $0.0001 per share (“Cohn Robbins Class A Shares”), (b) 17,413,600 shares of Cohn Robbins Class B common stock, par value $0.0001 per share (“Cohn Robbins Class B Shares”) and (c) 6,624,000 Cohn Robbins Class A Shares issuable pursuant to the Business Combination Agreement, dated as of January 20, 2022, by and among Cohn Robbins Holdings Corp., SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft), Swiss NewCo, Allwyn US HoldCo, a Delaware limited liability company and a direct, wholly owned subsidiary of Swiss NewCo and Allwyn Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of US HoldCo (the “Business Combination Agreement”).

  (2)

The number of warrants to purchase Swiss NewCo Class B Shares (“Swiss NewCo Warrants”) being registered represents the sum of (a) 27,600,000 Swiss NewCo Warrants to be issued to holders of warrants to acquire Cohn Robbins Class A Shares issued in Cohn Robbins’ initial public offering (the “Public Warrants”) and (b) up to 11,456,790 Swiss NewCo Warrants that can be issued to Cohn Robbins Sponsor LLC, a Delaware limited liability company, in respect of warrants sold in a private placement at the time of Cohn Robbins’ initial public offering.


  (3)

Represents the aggregate number of Swiss NewCo Class B Shares underlying the Swiss NewCo Warrants, after giving effect to an adjustment to the exercise rate of the Public Warrants that will result from the transactions contemplated by the Business Combination Agreement, pursuant to the terms of the Public Warrants, assuming the maximum Class B Exchange Ratio (as defined in the Registration Statement).

  (4)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

  (5)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high ($9.91) and low ($9.89) prices of the Cohn Robbins Class A Shares on the New York Stock Exchange (“NYSE”) on May 16, 2022, a recent date for which the reported high and low prices of the Cohn Robbins Class A Shares were available prior to the initial filing of the Swiss NewCo’s Registration Statement on Form F-4 (the “Registration Statement”) (and such date being within five (5) business days of the date that the Registration Statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

  (6)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high ($0.80) and low ($0.6487) prices of the Cohn Robbins Warrants on the NYSE on May 16, 2022 a recent date for which the reported high and low prices of the Cohn Robbins Warrants were available prior to the initial filing of the Registration Statement (and such date being within five (5) business days of the date that the Registration Statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

  (7)

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0000927.