Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 13E-3
(Form Type)
Gelesis Holdings, Inc.
PureTech Health plc
PureTech Health LLC
Caviar Merger Sub LLC
(Exact Name of Registrant and Name of Persons Filing Statement)
Table 1: Transaction Valuation
| Proposed Maximum Aggregate Value of Transaction | Fee rate | Amount of Filing Fee | ||||||||||
Fees to be Paid | $ | 5,708,643.92 | (1)(2) | 0.00011020 | $ | 629.09 | (3) | |||||
Fees Previously Paid | $ | 0 | $ | 0 | ||||||||
Total Transaction Valuation | $ | 5,708,643.92 | ||||||||||
Total Fees Due for Filing | $ | 629.09 | ||||||||||
Total Fees Previously Paid | $ | 0 | ||||||||||
Total Fee Offsets | $ | 629.09 | (4) | |||||||||
Net Fee Due | $ | 0 | ||||||||||
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 | Fee Paid with Fee Offset Source | ||||||||
| Fee Offset Claims | PREM 14A | 001-39362 | July 25, 2023 | $629.09 | ||||||||||
| Fee Offset Sources | Gelesis Holdings, Inc. | PREM 14A | 001-39362 | July 25, 2023 | $629.09 |
Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Preliminary Proxy Statement on Schedule 14A filed by Gelesis Holdings, Inc. with the Securities and Exchange Commission on July 25, 2023.
| (1) | In accordance with Exchange Act Rule 0-11, the maximum number of securities of Gelesis Holdings, Inc. (“Gelesis”) to which this transaction applies is estimated, as of June 30, 2023, to be 84,819,485, which consists of (A) 56,607,528 outstanding shares of common stock of Gelesis, $0.001 par value per share (“Company Common Stock”); (B) 13,800,000 shares of Company Common Stock underlying outstanding Public Warrants; (C) 7,520,000 shares of Company Common Stock underlying outstanding Private Placement Warrants; (D) 1,444,095 shares of Company Common Stock underlying outstanding Legacy Warrants; (E) 400,000 shares of Company Common Stock underlying outstanding CMS Warrants; (F) 1,353,062 shares of Company Common Stock underlying outstanding One S.r.l. Warrants; and (G) 3,694,800 shares of Company Common Stock underlying Company RSU Awards. |
| (2) | In accordance with Exchange Act Rule 0-11, the proposed maximum aggregate value of the transaction estimated solely for the purposes of calculating the filing fee was calculated, as of June 30, 2023, based on the sum of (A) 56,607,528 outstanding shares of Company Common Stock, multiplied by $0.05664 per share; (B) 13,800,000 shares of Company Common Stock underlying outstanding Public Warrants, multiplied by $0.01 (which is the difference between the merger consideration of $0.05664 per share and the estimated, as-adjusted exercise price of $0.04664 for any holder that properly exercises such warrant within 30 days following the public disclosure of the closing of the transaction); (C) 7,520,000 shares of Company Common Stock underlying outstanding Private Placement Warrants, multiplied by $0.01 (which is the difference between the merger consideration of $0.05664 per share and the estimated, as-adjusted exercise price of $0.04664 for any holder that properly exercises such warrant within 30 days following the public disclosure of the closing of the transaction); (D) 1,444,095 shares of Company Common Stock underlying outstanding Legacy Warrants, multiplied by $0.05664 per share; (E) 400,000 shares of Company Common Stock underlying outstanding CMS Warrants, multiplied by $0.05664 per share; (F) 1,353,062 shares of Company Common Stock underlying One S.r.l. Warrants, multiplied by $1.46 per share; and (G) 3,694,800 shares of Company Common Stock underlying Company RSU Awards, multiplied by $0.05664 per share. |
| (3) | In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Exchange Act Rule 0-11, the filing fee was determined as the product of the proposed maximum aggregate value of the transaction as calculated in note (2) above multiplied by 0.00011020. |
| (4) | Gelesis previously paid $629.09 upon the filing of its Preliminary Proxy Statement on Schedule 14A on July 25, 2023 in connection with the transaction reported hereby. |
