EX-FILING FEES 12 thch-20221231xexfilingfees.htm EXHIBIT 107

Exhibit 107

Calculation of Filing Fee Table

Form F-4

(Form Type)

TH International Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

Security Type

Security
Class
Title

Fee
Calculation
or Carry
Forward 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

Fees To Be Paid

Equity

Ordinary Share, par value US$0.00000939586994067732 per share

Rule 457(f)(1)

Other

5,496,000(1)(2)

$3.88(3)

$21,324,480.00

$0.00011020

$2,350.00

Equity

Warrants to purchase Class A common stock

Other

22,900,000(4)

N/A

N/A

N/A

(5)

Fees Previously Paid

 

 

 

 

 

 

 

 

Carry Forward Securities

 

 

 

Total Offering Amounts

 

$21,324,480.00

 

$2,350.00

Total Fees Previously Paid

 

 

 

Total Fee Offsets

 

 

 

Net Fee Due

 

 

 

$2,350.00

(1)

Represents the maximum number of Ordinary Shares, par value US$0.00000939586994067732 per share (the “Ordinary Shares”) of the Registrant that may be issued directly to holders of the Registrant’s public warrants and holders of the Registrant’s private placement warrants who tender their respective warrants.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an


indeterminate number of additional Ordinary Shares issuable by reason of any stock dividend, share split, recapitalization or other similar transaction).

(3)

Estimated pursuant to Rules 457(f) and 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $3.88 per share, which is the average of the high and low prices of the Ordinary Shares as reported on The Nasdaq Capital Market on May 11, 2023.

(4)

Represents the maximum number of warrants that may be exchanged pursuant to this Registration Statement in connection with the exchange offer.

(5)

No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act.