EX-FILING FEES 6 ex107.htm

 

Exhibit 107

 

EX-FILING FEES

 

Calculation of Filing Fee Tables

 

Form F-4

(Form Type)

 

REAL MESSENGER CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

CALCULATION OF REGISTRATION FEE

 

FORM F-4
(Form Type)

 

   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 (4) 
Fees previously paid  Equity  Class A Ordinary Shares, $0.0001 par value per share   457(f)(2)   2,125,297(2)  $0.00003   $70.84   $0.0001476   $0.01 
Fees previously paid  Warrants  Warrants, each exercisable for one Ordinary Share at an exercise price of $11.50 per share   457(g)   5,750,000(3)                
Fees to Be Paid  Equity  Class A Ordinary Shares issuable upon exercise of warrants   457(f)(2)   2,875,000(2)  $0.00003   $95.83   $0.0001476   $0.01 
Fees previously paid  Equity  Class A Ordinary Shares, $0.0001 par value per share   457(f)(2)   2,800,000(2)  $0.00003   $93.33   $0.0001476   $0.01 
Fees previously paid  Equity  Class B Ordinary Shares, $0.0001 par value per share   457(f)(2)   3,600,000(2)  $0.00003    120.0        $0.02 
   Total Offering Amounts             $380.01   $0.0001476   $0.056 
   Total Fees Previously Paid                       $0.07 
   Net Fee Due                         

 

(1) Based on the maximum number of Class A ordinary shares, $0.0001 par value per share (“Class A Ordinary Shares”), of Real Messenger Corporation (the “Registrant”) issuable upon a business combination (the “Business Combination”) involving Nova Vision Acquisition Corp. (“NOVV”) and Real Messenger Holdings Limited, a Cayman Islands exempted company (“RM”), issuable as consideration in connection with the Merger Agreement to holders of ordinary shares of RM in accordance with the terms of the Merger Agreement, dated March 27, 2023 and as amended from time to time. This number includes: (1) 2,125,297 Class A Ordinary Shares to be issued to NOVV public shareholders (including 575,000 Class A Ordinary Shares issuable to NOVV public right holders), (2) 5,750,000 Warrants to purchase Class A Ordinary Shares held by NOVV public warrant holders, (3) 2,875,000 Class A Ordinary Shares underlying NOVV’s public warrants, and (4) 2,800,000 Class A Ordinary Shares and 3,600,000 Class B Ordinary Shares to be issued to the shareholders and noteholders of RM as Merger Consideration under the Merger Agreement. Pursuant to Rule 416(a) of the 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 share sub-divisions, share dividends or similar transactions.
   
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended (the “Securities Act”). RM, a corporation, is a private company, no market exists for its securities and RM has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the RM securities expected to be exchanged in the Business Combination.
   
(3) Pursuant to Rule 457(g), no separate fee is required.
   
(4) Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001476.