Exhibit 107
Calculation of Filing Fee Tables
Post-effective Amendment No. 3 to Form F-1 on Form F-3
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(Form Type)
Codere Online Luxembourg, S.A.
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(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title(1) | Fee Calculation or Carry Forward Rule | Amount Registered(2) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | 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 | Ordinary Shares | Other | 32,208,500(3) | $2.69(4) | $86,640,865(4) | $110.20 per $1,000,000(5) | $9,547.8(4) | ||||
| Fees Previously Paid | Equity | Ordinary Shares | — | — | — | — | — | |||||
| Fees to Be Paid | Equity | Ordinary Shares underlying warrants | Other | 148,000(6) | $11.50(7) | $1,702,000(7) | $110.20 per $1,000,000(5) | $187.6(7) | ||||
| Fees Previously Paid | Equity | Ordinary Shares underlying warrants | — | — | — | — | — | |||||
| Fees to Be Paid | Other | Warrants | Other | 148,000(8) | —(9) | —(9) | — | —(9) | ||||
| Fees Previously Paid | Other | Warrants | — | — | — | — | — | |||||
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | Equity | Ordinary Shares | 415(a)(6) | 7,997,500(3) | $39,587,625 | F-1 | 333-262940 | March 11, 2022 | $3,669.8 | |||
| Carry Forward Securities | Equity | Ordinary Shares underlying warrants | 415(a)(6) | 37,000(6) | $425,500 | F-1 | 333-262940 | March 11, 2022 | $39.5 | |||
| Carry Forward Securities | Other | Warrants | 415(a)(6) | 37,000(8) | — | F-1 | 333-262940 | March 11, 2022 | — | |||
| Total Offering Amounts | $128,355,990 | $9,735.4 | ||||||||||
| Total Fees Previously Paid | — | |||||||||||
| Total Fee Offsets | $3,682.3 | |||||||||||
| Net Fee Due | $6,053.1 | |||||||||||
| (1) | The securities are being registered solely in connection with the resale of Ordinary Shares and Parent Private Warrants by the Selling Securityholders (each term as defined herein) named in this registration statement. |
| (2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional securities that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
| (3) | 40,206,000 Ordinary Shares registered for sale by the Selling Securityholders named in this registration statement (of which 32,208,500 are newly registered and 7,997,500 are carry forward securities). |
| (4) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of the registrant’s Ordinary Shares on December 1, 2022, as reported on The Nasdaq Stock Market LLC, which was approximately $2.69 per Ordinary Share. |
| (5) | Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $110.20 per $1,000,000 of the proposed maximum aggregate offering price. |
| (6) | 185,000 Ordinary Shares issuable upon the exercise of the Parent Private Warrants registered for sale (of which 148,000 are newly registered and 37,000 are carry forward securities). |
| (7) | Pursuant to Rule 457(g)(1) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the Ordinary Shares underlying the Parent Private Warrants is calculated based on an exercise price of $11.50 per Ordinary Share. |
| (8) | Represents the resale of 185,000 Parent Private Warrants (of which 148,000 are newly registered and 37,000 are carry forward securities). |
| (9) | In accordance with Rule 457(i) under the Securities Act, the entire registration fee for the Parent Private Warrants is allocated to the Ordinary Shares underlying the Parent Private Warrants, and no separate fee is payable for the Parent Private Warrants. |
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(1) | Codere Online Luxembourg, S.A. | F-4 | 333-258759 | August 12, 2021 | $3,682.3(1) | Equity | Ordinary Shares | 3,395,556 | 33,751,826.6 | ||
| Fee Offset Sources | Codere Online Luxembourg, S.A. | F-4 | 333-258759 | August 12, 2021 | $3,682.3 | ||||||
| (1) | Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets the registration fee for this registration statement on Form F-3 by $3,682.3, which represents the registration fee of $3,682.3 previously paid with respect to 3,395,556 Ordinary Shares that were registered but not issued or sold (out of the aggregate 7,597,044 Ordinary Shares that were registered but not issued or sold) pursuant to the registrant’s Registration Statement on Form F-4 (File No. 333-258759) initially filed by the registrant with the Securities and Exchange Commission on August 12, 2021 and declared effective on October 27, 2021, which registration statement referred to an offering that has been terminated. |
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 |
| — | — | — | — | — | — | — |
