EX-FILING FEES 2 ex107.htm CALCULATION OF FILING FEE TABLE

 

Exhibit 107

 

Calculation of Filing Fee Table

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Form Type)

Currenc Group Inc.

(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 Share
  Maximum
Aggregate
Offering
Price
  Fee Rate  Amount of
Registration
Fee
Newly Registered Securities
Fees to Be Paid  Equity    Ordinary shares, par value $0.0001 per share, each underlying the warrants(2)   457(g)   136,110    11.50(3)  $1,565,265.00    0.00014760   $231.03 
   Equity    Ordinary shares, par value $0.0001 per share, each underlying the warrants and the Vendor Shares (4)   457(g)   394,444    10.00(5)  $3,944,440.00    0.00014760   $582.20 
   Equity    Ordinary Shares, par value$0.0001 per share (Secondary Offering)(6)   457(c)   40,400,000    2.74(7)  $110,696,000.00    0.00014760   $16,338.73 
Fees Previously Paid       —     —                  
         Total Offering Amounts $116,205,705.00        $17,151.96 
         Total Fees Previously Paid           $17,151.96(8)
         Total Fee Offsets           $ 
         Net Fees Due           $

0.00

 

 

  (1) Pursuant to Rule 416(a) promulgated under the U.S. 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.
     
  (2) Reflects up to 136,110 ordinary shares, par value $0.0001 (the “Ordinary Shares”) issuable upon the exercise of 136,110 warrants (the “PIPE Warrants”) issued in connection with the Convertible Note Purchase Agreement, dated August 31, 2024 (the “PIPE Agreement”), by and among the Company, Seamless Group Inc., a Cayman Islands exempted company (“Seamless”), and Pine Mountain Holdings Limited, a company organized under the laws of the British Virgin Islands, or its designated affiliate (the “PIPE Investor”).
     
  (3) Reflects the Ordinary Shares that may be issued upon exercise of the PIPE Warrants at an exercise price of $11.50 per Common Share.
     
  (4) Reflects (i) up to 194,444 Ordinary Shares (the “PIPE Note Shares”) issuable upon conversion of the convertible promissory note in an aggregate principal amount of $1,944,444, issued in connection with the PIPE Agreement (the “PIPE Note”), convertible at $10.00 per share, (ii) 100,000 Ordinary Shares issued to Roth Capital Partners, LLC for advisory services, convertible at $10.00 per share and (iii) 100,000 Ordinary Shares issued to KEMP Services Limited for legal advisory services, convertible at $10.00 per share. Together the Roth Capital Partners, LLC Ordinary Shares and the KEMP Services Limited Ordinary Shares or (the “Vendor Note Shares”).
     
  (5) Reflects the PIPE Note Shares that may be issued upon conversion of the PIPE Note at $10.00 per share, and the Vendor Note Shares that may be issued upon conversion of the Vendor Note at $10.00 per share.
     
  (6)

Reflects the resale of the selling shareholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) of up to an aggregate of 40,000,000 Ordinary Shares, issued at $10.00 per share issued to the former shareholders of Seamless, pursuant to the terms of the Business Combination Agreement and 400,000 Ordinary Shares issued to the PIPE Investor in consideration for the PIPE Investor’s subscription of the PIPE Note.

     
  (7) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, as amended, based on the average of the high and low reported trading prices of the Registrant’s Ordinary Shares as reported on the Nasdaq Global Market on September 25, 2024, such date being within five business days of the date that this Registration Statement was filed with the SEC.
     
  (8)

The Company has previously paid this amount in connection with the initial filing of this Registration Statement on Form S-1 filed on September 27, 2024.