EX-FILING FEES 5 e663881_ex107.htm

 

Exhibit 107

  

Calculation of Filing Fee Tables

 

Form F-1

_______________

 

(Form Type)

 

SEALSQ Corp

  _______________

(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)

 

 

37,080,000 (3)

 

 

$1.27 (2)

 

 

US$47,091,600.00

 

US$ 147.60 per US$ 1,000,000.00 (4)

 

 

US$6,950.72

 

 

 

Fees To Be Paid

 

 

Equity

Ordinary Shares issuable upon exercise of Warrants

 

 

457(g)

 

 

2,920,000 (5)

 

 

$5.50 (6)

 

 

US$16,060,000.00

US$ 147.60 per

US$ 1,000,000.00(4)

 

 

US$2,370.46

Fees Previously Paid N/A N/A N/A N/A N/A N/A N/A US$9,321.18
Carry Forward Securities
Carry Forward Securities Equity Ordinary Shares issuable upon exercise of Warrants 457(g)  4,725,000 (7) $4.00 (8) US$18,900,000.00

US$ 147.60 per 

US$ 1,000,000.00

 

US$2,789.64
Fees Previously Paid N/A N/A N/A N/A N/A N/A N/A US$2,789.64
 

Total Offering

Amounts

 

 

US$82,051,600

 

 

US$12,110.82
  Total Fees Previously Paid

 

 

 

 

 

 

US$12,110.82
  Total Fee Offsets

 

 

 

 

 

 

 

 

  Net Fee Due

 

 

 

 

 

 

US$0

  

 

 

 

_______________ 

 

(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)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 Capital Market on April 12, 2024.

  

(3)Represents the maximum number of shares that the Registrant expects could be issuable upon conversion of the Third Tranche Notes held by the Selling Shareholders named in this Registration Statement. At the Floor Conversion Price, the Third Tranche Notes (including accruing interest) were initially convertible into an aggregate of 19,636,364 Ordinary Shares. Pursuant to the Purchase Agreement, on the Third Tranche Closing Date, the Selling Shareholders were issued the Third Tranche Warrants to purchase up to an aggregate of 1,537,358 Ordinary Shares. Pursuant to the Registration Rights Agreement, we are obligated to register for resale 40,000,000 Ordinary Shares, which include the aforementioned Ordinary Shares plus Ordinary Shares reserved for potential issuance in the event of future adjustments to the conversion price for the Third Tranche Notes the exercise price for the Third Tranche Warrants (e.g. in the event of a future default or dilution event). The 19,636,364 Ordinary Shares issuable upon the conversion of the Third Tranche Notes represented 92.7% of the sum total of (x) the 19,636,364 Ordinary Shares issuable upon the conversion of the Third Tranche Notes plus (y) the 1,537,358 Ordinary Shares issuable upon the exercise of the Third Tranche Warrants. For purposes of this fee table, we have therefore allocated 92.7% of the 40,000,000 Ordinary Shares that we are registering for resale to the Ordinary Shares issuable upon conversion of the Second Tranche Notes, for a total of 37,080,000 Ordinary Shares.

  

(4)Pursuant to Section 6(b) of the Securities Act, a rate equal to $147.60 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 Third Tranche Warrants held by the Selling Shareholders named in this Registration Statement. At the Floor Conversion Price, the Third Tranche Notes (including accruing interest) were initially convertible into an aggregate of 19,636,364 Ordinary Shares. Pursuant to the Purchase Agreement, on the Third Tranche Closing Date, the Selling Shareholders were issued the Third Tranche Warrants to purchase up to an aggregate of 1,537,358 Ordinary Shares. Pursuant to the Registration Rights Agreement, we are obligated to register for resale 40,000,000 Ordinary Shares, which include the aforementioned Ordinary Shares plus Ordinary Shares reserved for potential issuance in the event of future adjustments to the conversion price for the Third Tranche Notes the exercise price for the Third Tranche Warrants (e.g. in the event of a future default or dilution event). The 1,537,358 Ordinary Shares represent 7.3% of the total of (x) the 19,636,364 Ordinary Shares issuable upon the conversion of the Third Tranche Notes plus (y) the 1,537,358 Ordinary Shares issuable upon the exercise of the Third Tranche Warrants. For purposes of this fee table, we have therefore allocated 7.3% of the 40,000,000 Ordinary Shares that we are registering for resale to the Ordinary Shares issuable upon exercise of the Warrants, for a total of 2,920,000 Ordinary Shares.

(6)The price per share is based upon the exercise price per warrant of $5.50 per Ordinary Share as of April 12, 2024.

(7)Represents 2,288,678 Ordinary Shares issuable upon the exercise of the Second Tranche Warrants (including Ordinary Shares reserved for potential issuance in the event of possible future default or dilution adjustments) that were issued to the Selling Shareholders on January 9, 2024 and are exercisable, immediately at an exercise price of $4.00 per Ordinary Share. The Ordinary Shares registered hereby that are issuable upon exercise of Second Tranche Warrants (i) were initially registered under Registration Statement on Form F-1 (Reg. No. 333-276877) filed on February 5, 2024 and declared effective on February 5, 2024), and (ii) will be deregistered promptly after the date of effectiveness of this Pre-Effective Amendment No. 4 on Form F-1.

 

(8)The price per share is based upon the exercise price per warrant of $4.00 per share as of February 2, 2024.