EX-FILING FEES 6 fs42023a2ex-fee_oxusacq.htm FILING FEE TABLE

Exhibit 107

Calculation of Filing Fee Tables

FORM S-4

REGISTRATION STATEMENT

(Form Type)

 

OXUS ACQUISITION CORP.

(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
Unit
   Maximum
Aggregate
Offering
Price
   Fee Rate   Amount of
Registration
Fee (2)
   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 Previously Paid                                             
  Equity  New Borealis Common Shares (3) (4)(5)  Rule 457(c) and 457(f)(1)   21,561,968   $10.87(6)  $234,378,592    0.0001102   $25,829                                                      
   Equity  New Borealis Common Shares issuable upon exercise of New Borealis Warrants (7)  Rule 457(c), 457(f)(1)   26,550,000   $11.57(8)  $307,183,500    0.0001102   $33,851                     
   Equity  New Borealis Warrants (9)(5)  Rule 457(g)   (9)   (9)    (9)   (9)    (9)                    
   Total Offering Amounts        $541,562,092        $59,680                     
   Total Fees Previously Paid                 59,680                     
   Total Fee Offsets                                       
   Net Fee Due                 $                     

 

(1)Pursuant to Rule 416 under 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.

 

(2)Determined in accordance with Section 6(b) of the Securities Act, at a rate equal to $110.20 per $1.0 million of the proposed maximum aggregate offering price.

 

(3)Represents the estimated maximum number of the issued and outstanding New Oxus Common Shares immediately after New Oxus Amalgamation that will survive and continue as New Borealis Common Shares, hereunder upon completion of the business combination described in the accompanying proxy statement/prospectus (the “Business Combination”) and is based on up to 21,561,968 New Borealis Common Shares to be issued in connection with the consummation of the Business Combination, ultimately, after a series of transactions, in exchange for: (i) 3,749,468 Class A ordinary shares, par value $0.0001 per share, of Oxus Acquisition Corp. (“Oxus” and such shares, the “Oxus Class A Ordinary Shares”), and 2,812,500 Class B ordinary shares, par value $0.0001 per share, of Oxus (the “Oxus Class B Ordinary Shares”) and (ii) up to 15,000,000 New Borealis Common Shares to be issued to existing securityholders of Borealis in connection with the consummation of the Business Combination. Capitalized terms not defined herein have the meanings assigned to such terms in the accompanying prospectus.

 

 

 

 

(4)In connection with the Business Combination, (a) Oxus will domesticate and continue as a corporation under the laws of the Province of Ontario, Canada, (b) Newco and Borealis will amalgamate (the “Borealis Amalgamation” and the amalgamated corporation resulting therefrom, “Amalco”), with Amalco surviving the Borealis Amalgamation as a wholly-owned subsidiary of New Oxus; and (c) immediately following the Borealis Amalgamation, New Oxus and Amalco will amalgamate (the “New Oxus Amalgamation,” and together with the Borealis Amalgamation, the “Amalgamations,” and the corporation resulting therefrom, “New Borealis,” as a corporation under the laws of the Province of Ontario, Canada), with New Borealis surviving the New Oxus Amalgamation. Pursuant to the New Oxus Amalgamation, among other things: (i) each issued and outstanding Amalco Share immediately prior to such amalgamation will be cancelled without any repayment of capital in respect thereof; (ii) no securities will be issued and no assets will be distributed by New Borealis as a result of such amalgamation; (iii) the issued and outstanding New Borealis Common Shares immediately prior to such amalgamation will survive and continue, without amendment; and (iv) the stated capital of New Borealis Common Shares will be equal to the stated capital of the New Oxus Common Shares immediately before the New Oxus Amalgamation.

 

(5)Oxus’ Class A Ordinary Shares, Oxus Public Warrants (as defined below) and Oxus’s units sold in the Oxus IPO (as defined below) are currently listed on the NASDAQ Capital Market (“NASDAQ”) under the symbols “OXUS,” “OXUSW” and “OXUSU,” respectively. New Borealis intends to apply to list the New Borealis Common Shares and the New Borealis Warrants on the NASDAQ under the symbols “BRLS” and “BRLSW,” respectively, in connection with the closing. Upon the closing, and as a result of the Business Combination, the Class A Shares, units and warrants of Oxus will no longer be traded.

 

(6)Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Oxus Class A Ordinary Shares reported on NASDAQ on August 7, 2023 ($10.87 per Oxus Class A Ordinary Share). This calculation is in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act.

 

(7)Represents New Borealis Common Shares issuable upon the exercise of New Borealis Warrants.

 

(8)Represents the sum of (x) the average of the high and low prices of Oxus Public Warrants reported on NASDAQ on August 7, 2023 ($0.07 per Oxus Public Warrant) and (y) the exercise price of the New Borealis Warrants (as defined below) of $11.50.

 

(9)Represents the estimated maximum number of warrants to purchase New Borealis Common Shares (the “New Borealis Warrants”) to be issued hereunder upon completion of the Business Combination and is based on (i) 17,250,000 warrants of Oxus (“Oxus Public Warrants”) sold to the public in Oxus’ initial public offering (the “Oxus IPO”), (ii) 9,300,000 private placement warrants of Oxus issued to Oxus Capital Pte. Ltd, a Singapore limited liability company and Underwriters in connection with the Oxus IPO. No separate registration fee required pursuant to Rule 457(i) under the Securities Act.