Exhibit 107
Calculation of Filing Fee Tables
Form F-4
(Form Type)
Okada Manila International, Inc.1
(Exact Name of Registrant as Specified in its Charter)
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule(2) | Amount Registered(1)(3) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||
Fees to Be Paid | Equity | Common shares, par value PHP 0.05 per share(4) | 457(f)(1) 457(c) | 34,375,000 | $9.88 | $339,625,000 | 0.0000927 | $31,483.24 | ||||||||
Equity | Warrants to purchase common shares(5) | 457(f)(1) 457(c) | 22,750,000 | |||||||||||||
Equity | Common shares underlying warrants(6) | 457(f)(1) 457(c) | 22,750,000 | $11.88 | $270,270,000 | 0.0000927 | $25,054.03 | |||||||||
Total Offering Amounts | $609,895,000 | $56,537.27 | ||||||||||||||
Net Fee Due | $56,537.27 |
(1) The number of common shares, with a par value of PHP 0.05 per share (“OMI common shares”), of Okada Manila International, Inc. (“OMI”) and warrants (“OMI warrants”) to purchase OMI common shares being registered is based upon an estimate of the sum of (a) the maximum number of shares of Class A common stock, par value $0.0001 per share (“26 Capital Class A Stock”), of 26 Capital Acquisition Corp. (“26 Capital”) that will be outstanding immediately prior to the Merger and Share Acquisition (as defined herein) and exchanged for one OMI common share for each such share of 26 Capital Class A Stock; (b) the maximum number of shares of Class B common stock, par value $0.0001 per share, of 26 Capital (“26 Capital Class B Stock”) that will be outstanding immediately prior to the Merger and Share Acquisition and exchanged for one OMI common share for each such share of 26 Capital Class B Stock; and (c) the maximum number of warrants of 26 Capital (“26 Capital warrants”) that will be outstanding immediately prior to the Merger and Share Acquisition and exchanged for one OMI warrant for each such 26 Capital warrant.
(2) Based on (i) in respect of OMI common shares to be issued to 26 Capital stockholders, the average of the high ($9.90) and low ($9.85) prices of the shares of 26 Capital Class A Stock on Nasdaq on February 18, 2022, (ii) in respect of OMI warrants to be issued to 26 Capital warrant holders, the sum of (a) the average of the high ($0.39) and low ($0.36) prices for the 26 Capital warrants on Nasdaq on February 18, 2022 and (b) $11.50, the exercise price of the 26 Capital warrants, resulting in a combined maximum offering price per warrant of $11.88 and (iii) in respect of the OMI common shares issuable upon exercise of the price adjustment rights, based on the book value of OMI common shares of as December 31, 2020. The maximum number of OMI warrants and OMI common shares issuable upon exercise of the OMI warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the OMI warrants has been allocated to the underlying OMI common shares and those OMI common shares are included in the registration fee.
(3) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(4) Represents OMI common shares issuable in exchange for outstanding 26 Capital common stock upon the merger of Project Tiger Merger Sub, Inc. (“Merger Sub”) with and into 26 Capital (the “Merger”).
(5) Represents OMI warrants, each whole warrant entitling the holder to purchase one OMI common share, to be issued in exchange for warrants of 26 Capital upon consummation of the Merger and Share Acquisition.
(6) Represents OMI common shares issuable upon the exercise of the OMI warrants.
1 Note: Name change to “UE Resorts International, Inc.” is pending approval by the Philippine Securities and Exchange Commission.