Whole Earth Brands Inc - Ordinary Shares (FREE)
Filed: 4 Feb 22, 4:43pm
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Whole Earth Brands, 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(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee (4) | 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 | Common stock, par value $0.0001 per share | 457(c) | 2,829,200(2) | $9.29(3) | $26,283,268 | 0.0000927 | $2,437 | ||||||||||||||||
| Fees Previously Paid | - | - | - | - | - | - | - | |||||||||||||||||
| Carry Forward Securities | ||||||||||||||||
| Carry Forward Securities | - | - | - | - | - | - | - | - | - | |||||||
| Total Offering Amounts | $26,283,268 | $2,437 | ||||||||||||||
| Total Fees Previously Paid | $0.00 | |||||||||||||||
| Total Fee Offsets | $0.00 | |||||||||||||||
| Net Fee Due | $2,437 | |||||||||||||||
(1) All the shares of common stock being registered hereby are offered for the accounts of certain selling stockholders. In accordance with Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered.
(2) Consists of up to 2,829,200 shares that may be issued to the selling stockholders as earn-out consideration pursuant to the Stock Purchase Agreement, dated as of December 17, 2020, by and among Whole Earth Brands, Inc., WSO Investments, Inc., WSO Holdings, LP (“WSO Partnership”), Edward Billington and Son, Limited (“EBS”), WSO Holdings, LLC (“WSO LLC,” and together with WSO Partnership and EBS, the “WSO Sellers”), and WSO Partnership, in its capacity as representative for the WSO Sellers.
(3) Estimated solely for the purpose of calculating the amount of the registration fee required by Section 6(b) of the Securities Act, and calculated in accordance with Rule 457(c) under the Securities Act, the offering price per share and aggregate offering price shown are based on the average of the high and low prices for the registrant’s common stock on January 31, 2022, as reported on the Nasdaq Stock Market.
(4) Calculated by multiplying the estimated aggregate offering price of the securities being registered by the fee rate.
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 | - | - | - | - | - | - | - | - | - | |||||||||||||
| Fee Offset Sources | - | - | - | - | - | |||||||||||||||||
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 | ||||||
| - | - | - | - | - | - | - |