EX-FILING FEES 5 tmb-20250214xexfees.htm EX-FILING FEES

Exhibit 107

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CALCULATION OF REGISTRATION FEE

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Title of each class of securities to be registered

    

Amount to be
registered (1)

    

Proposed maximum
offering price per
unit (2)

    

Proposed maximum
aggregate offering
price (3)

    

Amount of
registration fee

Debt Securities (4)

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock (5)

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock(4)

 

$

250,000,000

 

 

—

 

$

250,000,000

 

$

38,275.00

Warrants (4)(5)

 

 

 

 

 

 

 

 

 

 

 

 

Rights

 

 

 

 

 

 

 

 

 

 

 

 

Units (6)

 

 

 

 

 

 

 

 

 

 

 

 

​

(1)

There are being registered hereunder such indeterminate number of shares of common stock and preferred stock of XBP Europe Holdings, Inc. (“XBP Europe Holdings”), such indeterminate number of debt securities or warrants to purchase common stock or preferred stock of XBP Europe Holdings, and such indeterminate number of units comprised of the foregoing securities as shall have an aggregate initial offering price not to exceed $250,000,000.

(2)

The proposed maximum offering price per unit or share will be determined from time to time by XBP Europe Holdings in connection with the issuance by XBP Europe Holdings of securities registered hereunder, and is not specified as to each class of securities pursuant to General Instruction II.D of Form S-3.

(3)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933 and exclusive of accrued interest and dividends, if any.

(4)

Also includes such indeterminate number of shares of common stock or preferred stock or amount of debt securities as may be issued upon conversion of or exchange for any debt securities or preferred stock that provide for conversion into or exchange for other securities. No separate consideration will be received for the common stock or preferred stock or amount of debt securities issuable upon such conversion or exchange. Also includes such indeterminate number of shares of common stock or preferred stock or other securities of XBP Europe Holdings to be issuable by XBP Europe Holdings upon settlement of warrants.

(5)

The warrants may be combined with common stock, preferred stock or debt securities registered under this registration statement and sold as units.

(6)Each Unit consists of any combination of two or more of the securities registered hereby.