The proposed amount to be registered, maximum offering price per class of security and maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
(2)
This registration statement covers such indeterminate number of shares of common stock, such, as having an aggregate initial offering price not to exceed $50,000,000. The securities registered hereunder are to be issued from time to time at prices to be determined. In addition, pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(3)
Calculated pursuant to Rule 457(o) promulgated under the Securities Act, as amended.
(4)
Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(5)
As set forth in Table 2, initially filed on February 12, 2021 the Registrant filed a Registration Statement on Form S-1 (No. 333-253052), which became effective on April 21, 2021 (the “Prior Registration Statement”) with the SEC and paid a registration fee of $4,635.00. The S-1 Registration was withdrawn on March 24, 2022, representing the total amount of the filing fee associated with the unsold securities registered under the Prior Registration Statement, to offset $4,635.00 of the registration fee due hereunder. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets $4,635.00 of the registration fee due under this Registration Statement against the fees previously paid in connection with the unsold amount of securities on the Prior S-1 (No. 333-253052) Registration Statement. Accordingly, a fee of $875.00 being paid in connection with the filing of this Registration Statement after the offset amount of $4,650.00 is applied to this Registration Statement’s registration fee.
(6)
The shares of common stock and warrants to purchase shares of common stock are included in the Units.
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
Fee Offset Claim
Crown Equity Holdings, Inc.
Form S-1
333-253052
February 12, 2021
$4,635.00
Equity
Common Stock
$50,000,000
2
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