EX-FILING FEES 6 ea024138401ex-fee_terra.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-4

(Form Type)

 

TERRA INNOVATUM GLOBAL S.R.L.

(Exact Name of Registrant as Specified in its Charter)

 

GSR III ACQUISITION CORP. TERRA INNOVATUM S.R.L.

(Exact Name of each Co-Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

   Security Type  Security Class Title  Fee Calculation or Carry Forward Rule  Amount Registered(3)   Proposed Maximum Offering Price per Unit   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee (5) 
      Newly Registered Securities                
Fees to be Paid  Equity  Ordinary Shares, par value $0.01 per share(1)  457(f)   32,518,571   $10.28(4)   $334,290,909.88   $0.00015310   $51,179.94 
Fees to be Paid  Equity  Ordinary Shares, par value $0.01 per share(2)  457(f)(2)   47,723,000     (6)   $1,053.33   $0.00015310   $0.16 
                                   
Fees Previously Paid                                  
   Total Offering Amounts            $334,449,986.55        $51,180.10 
   Total Fees Previously Paid                       — 
   Total Fee Offsets                      $34,129.86 
   Net Fee Due                      $17,050.24 

 

 

 

 

Table 2: Fee Offset Claims and Sources

 

   Registrant
or Filer
Name		  Form
or
Filing
Type		  File
Number		  Initial
Filing
Date		  Filing
Date		  Fee Offset
Claimed		   Security
Type
Associated
with Fee
Offset
Claimed		  Security
Title
Associated
with Fee
Offset
Claimed		  Unsold
Securities
Associated
with Fee
Offset
Claimed		  Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed		   Fee Paid
with Fee
Offset
Source		 
Fee Offset Claims (7)  GSR III Acquisition Corp.  S-1  333-280842  July 16, 2024  November 7, 2024  $4,849.71   Equity  Ordinary Shares  Ordinary Shares   3,285,714   $4,849.71 
Fee Offset Claims (8)  GSR III Acquisition Corp.  S-1  333-280842  July 16, 2024  November 7, 2024  $29,280.15   Equity  Ordinary Shares  Ordinary Shares   17,250,000   $29,280.15 

 

(1)Represents ordinary shares, nominal value $0.01 per share (the “PubCo Ordinary Shares”), of Terra Innovatum Global s.r.l. (“PubCo”) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) to be issued upon completion of the business combination described in the proxy statement/prospectus contained herein (the “Business Combination”), and includes (a) up to a maximum (subject to any redemptions) of 23,000,000 PubCo Ordinary Shares to be issued to holders of Class A ordinary shares of GSR III Acquisition Corp. (“GSR III”), a Cayman exempted company, (b) 6,232,857 PubCo Ordinary Shares to be issued to holders of Class B ordinary shares of GSR III and (c) 3,285,714 PubCo Ordinary Shares to be issued upon the exchange of shares following the conversion of GSR III’s Rights in GSR III Class A ordinary shares.

 

(2)Represents PubCo Ordinary Shares to be issued upon the Business Combination, and includes (a) 47,500,000 PubCo Ordinary Shares issued to legacy Terra Innovatum s.r.l. Quotaholders and (b) 223,000 PubCo Ordinary Shares issued to unrelated third parties, each in connection with the Business Combination.

 

(3)Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(4)Pursuant to Rules 457(c) and 457(f)(1) 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) $10.28 (the implied price of the PubCo Ordinary Shares based on the average of the high and low prices of the GSR III Class A ordinary shares as reported on Nasdaq on May 12, 2025) multiplied by (ii) 32,518,571 PubCo Ordinary Shares issuable in connection with the Business Combination.

 

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(5)Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001531.

 

(6)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Terra Innovatum s.r.l. is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares expected to be issued pursuant to the Business Combination is one-third of the aggregate par value of the Terra Innovatum s.r.l. securities expected to be exchanged in the proposed Business Combination.

 

(7)The co-registrant, GSR III, paid a registration fee of $4,849.71 in connection with the registration of 3,285,714 Ordinary Shares registered under the Registration Statement on Form S-1, filed on November 7, 2024 (File No. 333-280842) (as amended, the “Form S-1”). The offering under the Form S-1 has terminated. The 3,285,714 Ordinary Shares registered under the Form S-1 that remain unsold are being registered under this registration statement. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the filing of this registration statement was offset by $4,849.71.

 

(8)The co-registrant, GSR III, paid a registration fee of $29,280.15 in connection with the registration of 17,250,000 Ordinary Shares registered under the Form S-1. The offering under the Form S-1 has terminated. The 17,250,000 Ordinary Shares registered under the Form S-1 that remain unsold are being registered under this registration statement. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the filing of this registration statement was offset by $29,280.15.

 

 

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