EX-FILING FEES 6 ea023404402ex-fee_coincheck.htm CALCULATION OF FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

F-1

(Form Type)

 

Coincheck Group N.V.

(Exact Name of Registrant as Specified in its Charter)

 

N/A

(Translation of Registrant’s Name into English)

 

Table 1: Newly Registered and Carry Forward Securities

 

   Security
Type
  Security
Class
Title
  Fee
Calculation
or Carry
Forward
Rule
 

Amount

Registered(1)

   Proposed
Maximum
Offering
Price Per
Unit
   Maximum
Aggregate
Offering
Price
   Fee
Rate
  

Amount of

Registration

Fee(2)

 
Newly Registered Securities 
Fees to Be
Paid
  Equity  Ordinary Shares issuable on exercise of Warrants (Primary Offering)  Other   4,860,148(3)  $11.50(4)  $55,891,702.00    $153.10 per $1,000,000   $8,557.02 
   Equity  Ordinary Shares (Secondary Offering)  Other   126,783,590(5)  $9.48(6)  $1,201,908,433.20    $153.10 per $1,000,000   $184,012.18 
   Equity  Ordinary Shares issuable on exercise of Warrants (Secondary Offering)  Other   129,611(7)  $9.48(6)  $1,228,712.28    $153.10 per $1,000,000   $188.12 
   Equity  Warrants to
purchase Ordinary Shares (Secondary Offering)
  Other   129,611(8)               (9)
   Equity  Ordinary Shares (Secondary Offering)  Other   1,111,450(10)  $5.87(11)  $6,524,211.50    $153.10 per $1,000,000   $998.86 
Carry Forward Securities 
Carry
Forward
Securities
                                  
   Total Offering Amounts        $1,265,553,058.98        $193,756.18 
   Total Fees Previously Paid                  $192,757.32 
   Total Fee Offsets                    
   Net Fee Due                  $998.86 

 

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), includes an indeterminable number of additional ordinary shares of Coincheck Group N.V. (the “Registrant”), with a nominal value of one eurocent (EUR 0.01) each (“Ordinary Shares”), that may be issued to prevent dilution from share splits, share dividends or similar transactions that could result in an increase to the number of outstanding Ordinary Shares.

(2) Calculated by multiplying the proposed Maximum Aggregate Offering Price of securities to be registered by 0.00015310.

(3) Consists of (i) 4,730,537 Ordinary Shares that are issuable by the Registrant upon the exercise of 4,730,537 public warrants (the “Public Warrants”) that were previously registered on Form F-4 (File No. 333-279165), which was initially filed with the Securities and Exchange Commission on May 7, 2024 (the “Prior Registration Statement”), and (ii) 129,611 Ordinary Shares that are issuable by the Registrant upon the exercise of 129,611 Private Warrants (as defined below).

(4) Calculated pursuant to Rule 457(g) of the Securities Act, based on the exercise price of each Warrant, which is $11.50 per Ordinary Share.

(5) Represents 126,783,590 Ordinary Shares registered for resale by certain Selling Securityholders named in the Registration Statement, pursuant to their registration rights received in connection with the Registrant’s business combination with Thunder Bridge Capital Partners IV, Inc.
(6) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Coincheck’s Ordinary Shares on the Nasdaq Global Market (“Nasdaq”) on January 22, 2025 ($9.48 per share), in accordance with Rule 457(c) (within five business days prior to the date of the initial filing of the initial Registration Statement on Form F-1 on January 28, 2025).

(7) Represents 129,611 Ordinary Shares registered for resale by certain Selling Securityholders, which are Ordinary Shares issuable upon the exercise of the Private Warrants.

(8) Represents 129,611 warrants originally issued on a private placement basis, each exercisable for one Ordinary Share at an exercise price of $11.50 per share (“Private Warrants”).

(9) In accordance with Rule 457(g), the entire registration fee for such Warrants is allocated to the Ordinary Shares underlying the Warrants, and no separate fee is payable for the Warrants.

(10) Represents 1,111,450 Ordinary Shares registered for resale by certain Selling Securityholders named in the Registration Statement, pursuant to their registration rights received in connection with the Registrant’s acquisition of Next Finance Tech Co., Ltd.

(11) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of Coincheck’s Ordinary Shares on Nasdaq on March 20, 2025 ($5.87 per share), in accordance with Rule 457(c) (within five business days prior to the date of the filing of the amended Registration Statement on Form F-1/A ).