EX-FILING FEES 4 fs12023ex-fee_xbpeurope.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-1
(Form Type)

 

XBP Europe Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered 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
 
Fees to Be Paid  Equity  Primary Offering - Common stock, par value $0.0001 per share  457(g)   6,635,000   $11.50(2)  $76,302,500.00    $147.60 per $1,000,000   $11,262.25 
Fees to Be Paid  Equity  Secondary Offering - Common stock, par value $0.0001 per share  457(c)   27,775,355   $7.045(3)  $171,373,940.35    $147.60 per $1,000,000   $25,294.79 
Fees to Be Paid  Equity  Secondary Offering - Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50  457(g)   385,000            (4)   (4)
   Total Offering Amounts   $247,676,440.35        $36,557.04 
   Total Fees Previously Paid               
   Total Fee Offsets               
   Net Fee Due             $36,557.04 

 

(1)Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of common stock of the registrant that become issuable as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of registrant’s common stock, as applicable.
(2)Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants ($11.50).
(3)Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c) under the Securities Act, as amended, based on the average of the high and the low prices as reported on The Nasdaq Global Market on December 20, 2023.
(4)The resale of the Private Placement Warrants, the Forward Purchase Warrants and the shares of Common Stock of the registrant issuable upon exercise of the Private Placement Warrants and the Forward Purchase Warrants are being simultaneously registered hereunder. No separate registration fee is required pursuant to Rule 457(g) under the Securities Act. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to such Private Placement Warrants and Forward Purchase Warrants has been allocated to the shares of Common Stock underlying such Private Placement Warrants and Forward Purchase Warrants and those shares of Common Stock are included in the registration fee as calculated herein.