EX-FILING FEES 2 d407981dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form F-3

(Form Type)

Wallbox N.V.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                         
    

Security

Type

 

Security

Class

Title

  Fee
Calculation
Rule
  Amount
Registered
  Proposed
Maximum
Offering
Price Per
Unit
 

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   Class A ordinary shares, nominal value of €0.12 per share (“Class A Shares”)     (1)(2)   (3)   (3)              
                         
    Other   Warrants     (1)(2)   (3)   (3)              
                         
    Other   Rights     (1)(2)   (3)   (3)              
                         
    Other   Units     (1)(2)   (3)   (3)              
                         
   

Unallocated (Universal)

Shelf

    457(o)       $500,000,000   0.00011020   $55,100          
                   
    Total Offering Amounts      $500,000,000   0.00011020   $55,100          
                   
    Total Fees Previously Paid                   
                   
    Total Fee Offsets                   
                   
    Net Fee Due                $55,100                

 

(1)

The securities registered hereunder include such indeterminate number of (a) Class A Shares, (b) warrants to subscribe for Class A Shares, (c) rights to subscribe for Class A Shares and (d) units consisting of some or all of these securities in any combination, as may be sold from time to time by the registrant. In addition, an unspecified number of additional shares of Class A Shares is being registered as may be issued from time to time upon conversion of any securities that are convertible into shares of Class A Shares or pursuant to any anti-dilution adjustments with respect to any such convertible securities.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any stock splits, stock dividend or similar transaction.

(3)

The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.


Table 3: Combined Prospectuses

 

             
Security Type   Security Class Title  

Amount of Securities

Previously Registered

 

Maximum Aggregate

Offering Price of Securities

Previously Registered

   Form 
Type
 

File

Number

  Initial Effective Date
             
Equity   Class A ordinary shares, nominal value of €0.12 per share (“Class A Shares”)   93,601,146(4)(6)   $1,020,252,491.40   F-1   333-260652   November 12, 2021
             
Equity   Class A Shares underlying warrants   14,142,813(5)(6)   $184,422,281.52   F-1   333-260652   November 12, 2021

 

(4)

Represents Class A Shares to be offered and sold by the selling securityholders previously registered under the registrant’s Registration Statement on Form F-1 (File No. 333-260652), initially filed with the Securities and Exchange Commission on November 1, 2021, and declared effective on November 12, 2021 (as amended, the “Prior Registration Statement”), consisting of (i) 70,150,353 Class A Shares that were issued on completion of the Business Combination (the “Business Combination”) between the Wallbox N.V., a Dutch public limited liability company (naamloze vennootschap) (the “Company”), Kensington Capital Acquisition Corp. II, a Delaware corporation (“Kensington”), Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands (besloten vennootschap) to holders of the capital stock of Wallbox Chargers, S.L., a Spanish limited liability company (sociedad limitada), (ii) 200,000 Class A Shares issued to certain securityholders in connection with the closing of a private placement offering concurrent with the closing of the Business Combination, and (iii) 23,250,793 Class A Shares issuable by the Company upon conversion of Class B ordinary shares, nominal value of €1.20 per share.

(5)

Represents Class A Shares issuable by Company of an aggregate of up to 14,142,813, previously registered under the Prior Registration Statement, which consists of (i) 8,705,833 Class A Shares issuable upon the exercise of 8,705,833 warrants (the “Private Warrants”) originally issued by Kensington in a private placement transaction in connection with its initial public offering (“IPO”), or upon conversion of certain working capital loans and which were assumed by the Company at the closing of the Business Combination and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share; and (ii) up to 5,436,980 Class A Shares that are issuable upon the exercise of 5,436,980 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued to public shareholders of Kensington in its IPO, and which were assumed by the Company at the closing of the Business Combination and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share.

(6)

No registration fee is payable because such securities are being transferred from the Prior Registration Statement pursuant to Rule 429 of the Securities Act. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute a post-effective amendment to the Prior Registration Statement, which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act.