EX-FILING FEES 7 d422021dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

F-1

(Form Type)

Lanvin Group Holdings Limited

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English)

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

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee(2)

Newly Registered Securities

Fees to Be  

Paid  

  Equity  

Ordinary Shares issuable on exercise of Warrants (Primary Offering)

  Other   31,980,000(3)  

$11.50(4)

  $367,770,000.00  

$110.20 per $1,000,000

  $40,528.25
    Equity  

Primary Offering Ordinary Shares issuable upon conversion of Convertible Preference Share (Primary Offering)

  Other   15,000,000(5)   $7.38(6)   $110,700,000.00  

$110.20 per $1,000,000

  $12,199.14
    Equity  

Ordinary Shares (Secondary Offering)

  Other   127,455,526(7)   $7.38(6)   $940,621,781.88  

$110.20 per $1,000,000

  $103,656.52
    Equity  

Ordinary Shares issuable on exercise of Warrants (Secondary Offering)

  Other   11,280,000(8)   $7.38(6)   $83,246,400.00  

$110.20 per $1,000,000

  $9,173.75
    Equity  

Ordinary Shares issuable upon conversion of Convertible Preference Share (Secondary Offering)

  Other   15,000,000(9)   $7.38(6)   $110,700,000.00  

$110.20 per $1,000,000

  $12,199.14
    Equity  

Warrants to

purchase Ordinary Shares (Secondary Offering)

  Other   11,280,000(10)   —     —     —     —(11)

Carry Forward Securities

Carry

Forward

Securities

                               
    Total Offering Amounts        $1,613,038,181.88       $177,756.81
    Total Fees Previously Paid                $0
    Total Fee Offsets                $22,393.45
    Net Fee Due                $155,363.36


 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), includes an indeterminable number of additional ordinary shares of Lanvin Group Holdings Limited (the “Registrant”), par value $0.000001 per share (“Ordinary Shares”), that may be issued to prevent dilution from share splits, share dividends or similar transactions that could result in an increase to the number of outstanding Ordinary Shares.

 

(2)

Calculated by multiplying the proposed Maximum Aggregate Offering Price of securities to be registered by 0.0001102.

 

(3)

Consists of (i) 20,700,000 Ordinary Shares that are issuable by the Registrant upon the exercise of 20,700,000 public warrants (the “Public Warrants”) that were previously registered on Form F-4 (File No. 333-266095), which was initially filed with the Securities and Exchange Commission on July 11, 2022 (the “Prior Registration Statement”), and (ii) 11,280,000 Ordinary Shares that are issuable by the Registrant upon the exercise of 11,280,000 Private Placement Warrants (as defined below).

 

(4)

Calculated pursuant to Rule 457(g) of the Securities Act, based on the exercise price of each Warrant, which is $11.50 per Ordinary Share.

 

(5)

Represents the maximum number of Ordinary Shares issuable by the Registrant upon the conversion of the one convertible preference share of the Registrant (“Convertible Preference Share”).

 

(6)

Calculated in accordance with Rule 457(c) under Securities Act, based on the average of the high and low prices of the Ordinary Shares on the New York Stoc Exchange, or NYSE on January 5, 2023.

 

(7)

Represents 127,455,526 Ordinary Shares registered for resale by certain Selling Securityholders named in the Registration Statement.

 

(8)

Represents 11,280,000 Ordinary Shares registered for resale by certain Selling Securityholders, which are Ordinary Shares issuable upon the exercise of the Private Placement Warrants.

 

(9)

Represents 15,000,000 Ordinary Shares registered for resale by certain Selling Securityholder, which are the maximum number of Ordinary Shares issuable upon the conversion of Convertible Preference Share.

 

(10)

Represents 11,280,000 warrants originally issued on a private placement basis, each exercisable for one Ordinary Share at an exercise price of $11.50 per share (“Private Placement Warrants”).

 

(11)

In accordance with Rule 457(g), the entire registration fee for such Warrants is allocated to the Ordinary Shares underlying the Warrants, and no separate fee is payable for the Warrants.


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

Title

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  

 

Registrant

 

Form F-4

 

333-266095

 

07/11/2022

   

$22,393.45 (11)

 

Equity

 

Ordinary Shares issuable on exercise of Warrants

 

20,700,000

 

$241,569,000

   
                       

Fee Offset  

Sources  

 

Registrant

 

Form F-4

 

333-266095

     

07/11/2022

                      $22,393.45

 

 

(12)

The Registrant previously registered 20,700,000 Ordinary Shares issuable upon the exercise of the Public Warrants on the Prior Registration Statement and paid a filing fee of $22,393.45 on July 11, 2022. None of the Public Warrants have been exercised and, consequently, none of those Ordinary Shares have been issued or sold under the Prior Registration Statement. The Registrant has completed the offering that included these unissued Ordinary Shares under the Prior Registration Statement.