EX-FILING FEES 4 ea191222ex-fee_ecdauto.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Table

 

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Form Type)

 

ECD Automotive Design, 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
   Proposed
Maximum
Offering Price
Per Share
   Maximum
Aggregate
Offering
Price(1)
   Fee Rate   Amount of
Registration
Fee
 
Newly Registered Securities 
Fees to Be Paid  Equity   Common Stock, $0.0001 par value per share   457(c)   50,738,764(2)  1.10(3)  $55,812,641    0.0001476   $8,237.95 
   Equity   Common Stock, $0.0001 par value per share   457(c)   3,939,687(4)   1.10(3)  $

4,333,656

    0.0001476   $

639.65

 
   Equity   Private Warrants to purchase Common Stock, $0.0001 par value per share, at $11.50 per share   457(i)   257,500(5)               
   Equity   Common Stock underlying the Private Warrants   457(g)   257,500   $11.50(6)   2,961,250    0.0001476   $437.09
Fees Previously Paid                             
           Total Offering Amounts   $63,107,547    0.0001476    9,314.67
           Total Fees Previously Paid    

-

         

-

 
           Total Fee Offsets    

-

         

-

 
           Net Fees Due              

9,314.67

 

 

Table 3: Combined Prospectuses

 

Security Type  Security Class Title  Amount of Securities Previously
Registered
   Maximum Aggregate Offering Price   Form Type  File Number  Initial Effective Date
Equity  Common Stock underlying the Public Warrants (7)   11,500,000(8)  $132,250,000   S-1  333-264314  September 8, 2022

 

(1) 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 Common Stock as reported on the Nasdaq Global Market on December 30, 2022, such date being within five business days of the date that this Registration Statement was filed with the SEC.
(2) Represents (a) 25,369,382 shares of Common Stock issuable upon conversion of the Convertible Notes and (b) 25,369,382 additional shares of Common Stock that we are required to register pursuant to a registration rights agreement between us and certain Selling Stockholders obligating us to register 200% of the maximum number of shares of Common Stock issuable upon conversion of our Convertible Notes
(3) Based on the average of high price of $1.16 and low price of $1.03 of the Registrant’s Common Stock on the Nasdaq Global Market on January 11, 2024.
(4) Represents (a) 2,875,000 shares of Common Stock that were sold to certain of the Selling Stockholders prior to the IPO prior to the Business Combination; (b) 257,500 shares of Common Stock that were sold to certain of the Selling Stockholders as part of the private units sold in the private placement offering that occurred simultaneously with the IPO; (c) 32,187 shares of Common Stock issued in connection with the Business Combination as a result of the conversion of the 257,500 rights that were sold to certain of the Selling Stockholders as part of the private units sold in the private placement offering that occurred simultaneously with the IPO; and (d) 750,000 shares of Common Stock issued to EF Hutton LLC in lieu of the cash deferred fee owed to them from the IPO.
(5) In accordance with Rule 457(i), the entire registration fee for the Warrants is allocated to the shares of Common Stock underlying such warrants, and no separate fee is payable for the Warrants.
(6) Warrants are exercisable at $11.50 per share of Common Stock.
(7) No registration fee is payable in connection with the 11,500,000 shares of Common Stock previously registered on a registration statement on Form S-1 (File No. 333-264314), which was declared effective on September 8, 2022 (the “Prior Registration Statement”), because such shares are being transferred from the Prior Registration pursuant to Rule 429(b) under the Securities Act. A registration fee is only payable in connection with the 54,935,951 shares of Common Stock that were not previously registered under the Prior Registration Statement, with a proposed maximum aggregate offering price of $63,107,547.
(8) 11,500,000 shares of Common Stock registered under the Prior Registration Statement are included this registration statement. Pursuant to Rule 429(b) under the Securities Act, this registration statement upon effectiveness, will constitute post-effective amendments to the Prior Registration Statement, which post-effective amendments shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act. If securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder.