EX-FILING FEES 8 d309194dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF REGISTRATION FEE

Form F-4

(Form Type)

REZOLVE AI LIMITED

(Exact name of registrant as specified in its charter)

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

registered

 

Proposed

Maximum

Offering Price

per Security

 

Proposed

Maximum

Aggregate

Offering Price(2)

  Amount of
Registration Fee(3)

Rezolve Ordinary Shares

  9,218,352(1)   $10.20   $94,027,191   $10,361.80

Rezolve Warrants

  7,499,994(4)   $10.20   $76,499,939   $8,430.30

Total

  16,718,346   —     $170,527,130   $18,792.10

 

 

 

(1)

The number of ordinary shares, nominal value £0.0001 per share (“Rezolve Ordinary Shares”), of Rezolve AI Limited being registered is based upon an estimate of the sum of (a) 4,335,852 shares of common stock, par value $0.0001 per share (“Armada Common Stock”), of Armada Acquisition Corp. I (“Armada”) that will be outstanding immediately prior to the Business Combination (as defined herein) and exchanged for one Rezolve Ordinary Share for each such share of Armada Common Stock and (b) 4,882,500 shares of common stock, par value $0.0001 per share (the “Founder Shares”) held by the Sponsor (as defined herein) that will be outstanding immediately prior to the Business Combination and exchanged for one Rezolve Ordinary Share for each such Founder Share.

(2)

Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the aggregate market value of the approximate number of shares of Armada Common Stock to be exchanged for Rezolve Ordinary Shares in the Business Combination based upon a market value of $10.20 per share of Armada Common Stock, the average of the high and low sale prices per share of Armada Common Stock on The Nasdaq Capital Markets on June 14, 2023.

(3)

Calculated by multiplying the proposed maximum aggregate offering price by 0.0001102.

(4)

The number of warrants (exercisable for shares of Armada Common Stock at a price of $11.50 per whole share that will become, upon the Closing (as defined herein) of the Business Combination, exercisable for Rezolve Ordinary Shares on the basis that each warrant will give the holder the right to purchase one Rezolve Ordinary Share for a warrant price of $11.50 per whole share) being registered is based on 7,499,994 warrants that were issued by Armada in connection with its initial public offering pursuant to the Registration Statement on Form S-1 (333-257692) (the “Armada Warrants”). Pursuant to the Business Combination and the terms of the Armada Warrants, upon the Closing, Rezolve will assume the Armada Warrants and the obligations thereunder.