EX-FILING FEES 6 d314327dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form F-1

(Form Type)

Tritium DCFC Limited

(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

Unit

  

Maximum

Aggregate

Offering

Price

  

Fee

Rate

  

Amount of

Registration

Fee(8)

                 
Fees to be Paid    Equity    Warrants to purchase
Ordinary Shares(2)
  Rule 457(g)    241,147            
                 
Fees to be Paid    Equity    Ordinary Shares issuable
upon the exercise of the
Warrants(3)
  Rules 457(c),
457(f)(1)

and 457(f)(3)

   9,278,277    $8.31(4)    $77,102,481.87    0.0000927    $7,147.40
                 
Fees to be Paid    Equity    Ordinary Shares, no par
value(6)
  Rule 457(c)    2,500,000    $7.22(5)    $18,050,000.00    0.0000927    $1,673.24
                 
Fees to be Paid    Equity    Ordinary Shares, no par
value(7)
  Rule 457(c)    15,942,636    $7.22(5)    $115,105,831.92    0.0000927    $10,670.31
                 
Fees to be Paid    Equity    Ordinary Shares, no par
value(8)
  Rule 457(c)    99,675,382    $7.22(5)    $719,656,258.04    0.0000927    $66,712.14
           
     Total Offering Amounts       $929,914,571.83       $86,203.08
           
     Total Fees Previously Paid             $89,782.68
           
     Total Fee Offsets            
           
     Net Fee Due             $0.00

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this Registration Statement on Form F-1 (this “Registration Statement”) also covers an indeterminate number of additional securities as may be issuable with respect to the shares being registered for resale hereunder as a result of a stock split, stock dividend, recapitalization or similar event.

(2)

Represents 241,147 warrants offered by certain previous independent directors of Decarbonization Plus Acquisition Corporation II, a Delaware corporation (“DCRN”), that were originally issued to such previous independent directors in connection with DCRN’s initial public offering, each named as selling securityholders herein (the “Outstanding Private Placement Warrants”). The Outstanding Private Placement Warrants are being registered for resale by the selling securityholders named in this Registration Statement. In accordance with Rule 457(g), the entire registration fee for the Private Placement Warrants is allocated to the Ordinary Shares (as defined below) underlying the Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants.

(3)

Represents issuance and resale of up to (i) 241,147 ordinary shares, no par value (“Ordinary Shares”) of Tritium DCFC Limited (the “Registrant”) underlying the Private Placement Warrants and (ii) 9,037,130 Ordinary Shares underlying warrants, originally issued as warrants of DCRN sold to the public in DCRN’s initial public offering (as assumed by the Registrant, “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”).

(4)

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) the sum of (A) $1.41 (rounded up from the average of the high ($1.45) and low ($1.37) prices of the Public Warrants as reported on The Nasdaq Stock Market LLC (“Nasdaq”) on August 11, 2022) and (B) $6.90, the as-adjusted exercise price of the Warrants, resulting in a combined maximum offering price per warrant of $8.31, multiplied by (ii) the applicable number of Warrants. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Warrants has been allocated to the underlying Ordinary Shares and those Ordinary Shares are included in the registration fee.

(5)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high ($7.35) and low ($7.08) sales price of the Ordinary Shares as reported on Nasdaq on August 11, 2022.

(6)

Represents 2,500,000 Ordinary Shares issued to Palantir Technologies Inc. (“Palantir”) pursuant to a subscription agreement entered into by and among the Registrant, Palantir and DCRN. These shares were issued in a private placement on February 17, 2022. These shares are being registered for resale by Palantir.

(7)

Represents 15,942,636 Ordinary Shares offered by Decarbonization Plus Acquisition Sponsor II, LLC, a Delaware limited liability company (“DCRN Sponsor”) and certain of DCRN’s previous independent directors, each named as selling securityholders herein, and that were (a) issued to DCRN Sponsor in connection with the Option Agreements;

 

1


  (b) previously held as Class B common stock of DCRN, which was converted into Class A common stock of DCRN in accordance with DCRN’s amended and restated certificate of incorporation at the effective time of the Merger (as defined below) and subsequently exchanged for Ordinary Shares; and (c) issued in private placements to DCRN Sponsor and certain previous independent directors of DCRN upon the “cashless” exercise of warrants that were originally issued to such holders in connection with private placements by DCRN to such holders, including 1,000,000 warrants that were issued to DCRN Sponsor at the closing of the business combination in connection with working capital loans made by DCRN Sponsor to DCRN. These shares are being registered for resale by the selling securityholders named in this Registration Statement.
(8)

Represents 99,675,382 Ordinary Shares offered by certain of the Registrant’s affiliates named as selling securityholders herein, including shares issued pursuant to the Option Agreements (as defined below) or as stock-based compensation to certain of our executive officers. These shares are being registered for resale by the selling securityholders named in this Registration Statement.

(9)

Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0000927.

 

2