EX-FILING FEES 13 e618799_ex107.htm

 

Exhibit 107

 

Calculation of Filing Fee Tables 

Form F-1

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(Form Type)

SEALSQ Corp
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(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

  Security Type Security Class
Title
Fee
Calculation Rule
Amount
Registered (1)
Proposed
Maximum
Offering Price
Per Share
Maximum
Aggregate
Offering Price
Fee Rate Amount of
Registration
Fee
Newly Registered Securities
Fees To Be Paid Equity Ordinary Shares issuable upon conversion of Notes 457(c) 7,600,000 (2) $11.35 (3) US$86,260,000 US$ 110.20 per
US$ 1,000,000.00 (4)

US$9,505.85
Fees To Be Paid Equity Ordinary Shares issuable upon exercise of Warrants 457(g) 400,000 (5) $30.00 (6) US$12,000,000

US$ 110.20 per

 

US$ 1,000,000.00(4)

 

US$1,322.40
Fees Previously
Paid
N/A N/A N/A N/A N/A N/A N/A N/A
Carry Forward Securities
Carry Forward
Securities
N/A N/A N/A N/A N/A N/A N/A N/A
  Total Offering Amounts _____ US$98,260,000 _____ US$10,828.25
  Total Fees Previously Paid _____ _____ _____ US$0.00
  Total Fee Offsets _____ _____ _____ US$0.00
  Net Fee Due

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_____ _____ US$10,828.25

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(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, the ordinary shares of the Registrant being registered hereunder include such indeterminate number of shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

  

(2)Represents the maximum number of shares that the Registrant expects could be issuable upon conversion of the Notes held by the Selling Shareholders named in this Registration Statement. At the Floor Conversion Price, the Notes currently outstanding are convertible into an aggregate of 4,320,000 Ordinary Shares. On the Initial Closing Date, the Selling Shareholders were issued Warrants to purchase up to an aggregate of 245,816 Ordinary Shares. The 4,320,000 Ordinary Shares issuable upon conversion of the Notes represent 95% of the total of the Ordinary Shares issuable upon conversion of Notes and Warrants currently outstanding, Pursuant to the Registration Rights Agreement, the Registrant is obligated to register for resale 8,000,000 Ordinary Shares, which include the Ordinary Shares reserved for potential issuance in the event of future default or dilution adjustments. Based on the foregoing, we have allocated 95% of the 8,000,000 Ordinary Shares that we are registering for resale to the Ordinary Shares issuable upon conversion of the Notes, for a total of 7,600,000 Ordinary Shares.

 

(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of Ordinary Shares as reported on The Nasdaq Global Market on August 2, 2023.

 

(4)Pursuant to Section 6(b) of the Securities Act, a rate equal to $110.20 per $1,000,000 of the proposed maximum aggregate offering price.

 

(5)Represents the maximum number of shares that the Registrant expects could be issuable upon exercise of the warrants held by the Selling Shareholders named in this Registration Statement. At the Floor Conversion Price, the Notes currently outstanding are convertible into an aggregate of 4,320,000 Ordinary Shares. On the Initial Closing Date, the Selling Shareholders were issued Warrants to purchase up to an aggregate of 245,816 Ordinary Shares. The 245,816 Ordinary Shares issuable upon exercise of the Warrants represent 5% of the total of the Ordinary Shares issuable upon conversion of Notes and Warrants currently outstanding. Pursuant to the Registration Rights Agreement, the Registrant is obligated to register for resale 8,000,000 Ordinary Shares, which include the Ordinary Shares reserved for potential issuance in the event of future default or dilution adjustments. Based on the foregoing, have allocated 5% of the 8,000,000 Ordinary Shares that we are registering for resale to the Ordinary Shares issuable upon exercise of the Warrants, for a total of 400,000 Ordinary Shares.

 

(6)The price per share is based upon the exercise price per warrant of $30.00 per share as of August 2, 2023.