EX-FILING FEES 5 e663595_ex107.htm

 

Exhibit 107

 

Calculation of Filing Fee Tables

Form F-1

_________________________

(Form Type)

SEALSQ Corp
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(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 issuable upon conversion of Notes 457(c) 37,080,000 (3)  $1.27 (2) US$47,091,600.00 US$ 147.60 per
US$ 1,000,000.00 (4)

US$6,950.72
Fees To Be Paid Equity Ordinary Shares issuable upon exercise of Warrants 457(g) 2,920,000 (5) $5.50 (6) US$16,060,000.00

US$ 147.60 per

 

US$ 1,000,000.00(4)

 

US$2,370.46
Fees Previously
Paid
N/A N/A N/A N/A N/A N/A N/A US$9,321.18
Carry Forward Securities
Carry Forward
Securities
N/A N/A N/A N/A N/A N/A N/A N/A
  Total Offering Amounts _____ US$63,151,600.00 _____ US$9,321.18
  Total Fees Previously Paid _____ _____ _____ US$9,321.18
  Total Fee Offsets _____ _____ _____ _____
  Net Fee Due

_____

_____ _____ US$0

 

 

 

 

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(1)Pursuant to Rule 416 under the Securities Act of 1933, as amended, the ordinary shares of the Registrant being registered hereunder include such indeterminate number of shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

 

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of Ordinary Shares as reported on The Nasdaq Capital Market on April 12, 2024.

 

(3)Represents the maximum number of shares that the Registrant expects could be issuable upon conversion of the Third Tranche Notes held by the Selling Shareholders named in this Registration Statement. At the current Floor Conversion Price, the Third Tranche Notes (including accruing interest) are convertible into an aggregate of 19,636,364 Ordinary Shares. Pursuant to the Purchase Agreement, on the Third Tranche Closing Date, the Selling Shareholders were issued the Third Tranche Warrants to purchase up to an aggregate of 1,537,358 Ordinary Shares. Pursuant to the Registration Rights Agreement, we are obligated to register for resale 40,000,000 Ordinary Shares, which include the aforementioned Ordinary Shares plus Ordinary Shares reserved for potential issuance in the event of future adjustments to the conversion price for the Third Tranche Notes the exercise price for the Third Tranche Warrants (e.g. in the event of a future default or dilution event). The 19,636,364 Ordinary Shares issuable upon the conversion of the Third Tranche Notes represent 92.7% of the sum total of (x) the 19,636,364 Ordinary Shares issuable upon the conversion of the Third Tranche Notes plus (y) the 1,537,358 Ordinary Shares issuable upon the exercise of the Third Tranche Warrants. For purposes of this fee table, we have therefore allocated 92.7% of the 40,000,000 Ordinary Shares that we are registering for resale to the Ordinary Shares issuable upon conversion of the Second Tranche Notes, for a total of 37,080,000 Ordinary Shares.

 

(4)Pursuant to Section 6(b) of the Securities Act, a rate equal to $147.60 per $1,000,000 of the proposed maximum aggregate offering price.

 

(5)Represents the maximum number of shares that the Registrant expects could be issuable upon exercise of the Third Tranche Warrants held by the Selling Shareholders named in this Registration Statement. At the current Floor Conversion Price, the Third Tranche Notes (including accruing interest) are convertible into an aggregate of 19,636,364 Ordinary Shares. Pursuant to the Purchase Agreement, on the Third Tranche Closing Date, the Selling Shareholders were issued the Third Tranche Warrants to purchase up to an aggregate of 1,537,358 Ordinary Shares. Pursuant to the Registration Rights Agreement, we are obligated to register for resale 40,000,000 Ordinary Shares, which include the aforementioned Ordinary Shares plus Ordinary Shares reserved for potential issuance in the event of future adjustments to the conversion price for the Third Tranche Notes the exercise price for the Third Tranche Warrants (e.g. in the event of a future default or dilution event). The 1,537,358 Ordinary Shares represent 7.3% of the total of (x) the 19,636,364 Ordinary Shares issuable upon the conversion of the Third Tranche Notes plus (y) the 1,537,358 Ordinary Shares issuable upon the exercise of the Third Tranche Warrants. For purposes of this fee table, we have therefore allocated 7.3% of the 40,000,000 Ordinary Shares that we are registering for resale to the Ordinary Shares issuable upon exercise of the Warrants, for a total of 2,920,000 Ordinary Shares.

 

(6)The price per share is based upon the exercise price per warrant of $5.50 per Ordinary Share as of April 12, 2024.