EX-FILING FEES 3 codereonline_ex107.htm EXHIBIT 107

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Post-effective Amendment No. 3 to Form F-1 on Form F-3

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(Form Type)

 

Codere Online Luxembourg, S.A.

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(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

  Security
Type
Security
Class
Title(1)
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered(2)
Proposed Maximum Offering
Price Per
Unit
Maximum Aggregate
Offering
Price
Fee Rate Amount of Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
Effective
Date
Filing Fee
Previously Paid
In Connection
with Unsold
Securities to be
Carried Forward
Newly Registered Securities
Fees to Be Paid Equity Ordinary Shares Other 32,208,500(3) $2.69(4) $86,640,865(4) $110.20 per $1,000,000(5) $9,547.8(4)        
Fees Previously Paid Equity Ordinary Shares          
Fees to Be Paid Equity Ordinary Shares underlying warrants Other 148,000(6) $11.50(7) $1,702,000(7) $110.20 per $1,000,000(5) $187.6(7)        
Fees Previously Paid Equity Ordinary Shares underlying warrants          
Fees to Be Paid Other Warrants Other 148,000(8) (9) (9) (9)        
Fees Previously Paid Other Warrants          
Carry Forward Securities
Carry Forward Securities Equity Ordinary Shares 415(a)(6) 7,997,500(3)   $39,587,625     F-1 333-262940 March 11, 2022 $3,669.8
Carry Forward Securities Equity Ordinary Shares underlying warrants 415(a)(6) 37,000(6)   $425,500     F-1 333-262940 March 11, 2022 $39.5
Carry Forward Securities Other Warrants 415(a)(6) 37,000(8)       F-1 333-262940 March 11, 2022
  Total Offering Amounts   $128,355,990   $9,735.4        
  Total Fees Previously Paid              
  Total Fee Offsets       $3,682.3        
  Net Fee Due       $6,053.1        

 

(1)The securities are being registered solely in connection with the resale of Ordinary Shares and Parent Private Warrants by the Selling Securityholders (each term as defined herein) named in this registration statement.
(2)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional securities that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.
(3)40,206,000 Ordinary Shares registered for sale by the Selling Securityholders named in this registration statement (of which 32,208,500 are newly registered and 7,997,500 are carry forward securities).
(4)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of the registrant’s Ordinary Shares on December 1, 2022, as reported on The Nasdaq Stock Market LLC, which was approximately $2.69 per Ordinary Share.
(5)Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $110.20 per $1,000,000 of the proposed maximum aggregate offering price.
(6)185,000 Ordinary Shares issuable upon the exercise of the Parent Private Warrants registered for sale (of which 148,000 are newly registered and 37,000 are carry forward securities).
(7)Pursuant to Rule 457(g)(1) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the Ordinary Shares underlying the Parent Private Warrants is calculated based on an exercise price of $11.50 per Ordinary Share.
(8)Represents the resale of 185,000 Parent Private Warrants (of which 148,000 are newly registered and 37,000 are carry forward securities).
(9)In accordance with Rule 457(i) under the Securities Act, the entire registration fee for the Parent Private Warrants is allocated to the Ordinary Shares underlying the Parent Private Warrants, and no separate fee is payable for the Parent Private Warrants.

 

 

 

 

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
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims              
Fee Offset Sources            
Rule 457(p)
Fee Offset Claims(1) Codere Online Luxembourg, S.A. F-4 333-258759 August 12, 2021   $3,682.3(1) Equity Ordinary Shares 3,395,556 33,751,826.6  
Fee Offset Sources Codere Online Luxembourg, S.A. F-4 333-258759   August 12, 2021           $3,682.3

 

(1)Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets the registration fee for this registration statement on Form F-3 by $3,682.3, which represents the registration fee of $3,682.3 previously paid with respect to 3,395,556 Ordinary Shares that were registered but not issued or sold (out of the aggregate 7,597,044 Ordinary Shares that were registered but not issued or sold) pursuant to the registrant’s Registration Statement on Form F-4 (File No. 333-258759) initially filed by the registrant with the Securities and Exchange Commission on August 12, 2021 and declared effective on October 27, 2021, which registration statement referred to an offering that has been terminated.

 

Table 3: Combined Prospectuses

 

Security Type Security Class Title Amount of Securities Previously
Registered
Maximum Aggregate Offering
Price of Securities Previously
Registered
Form
Type
File
Number
Initial
Effective Date