Exhibit 107
AXIOS Sustainable Growth Acquisition Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price(1) | 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 | Units, each consisting of one Class A ordinary share, $0.0001 par value per share, one right to acquire one-tenth (1/10) of one Class A ordinary share, and one redeemable warrant(2) | Rule 457(a) | 2,875,000 | $10.00 | $28,750,000 | $92.70 per $1,000,000 | $2,665.13 | |||||
Equity | Class A ordinary shares included as part of the Units(3)(4) | Rule 457(a) | 2,875,000 | — | — | $92.70 per $1,000,000 | —(5) | |||||
Equity | Rights included as part of the Units(3)(4) | Rule 457(a) | 2,875,000 | — | — | $92.70 per $1,000,000 | —(5) | |||||
Equity | Class A ordinary shares, $0.0001 par value, underlying the rights included as part of the units(3)(4) | Rule 457(a) | 287,500 | $10.00 | $2,875,000 | $92.70 per $1,000,000 | $266.51 | |||||
Equity | Redeemable warrants included as part of the Units(3)(4) | Rule 457(a) | 2,875,000 | — | — | $92.70 per $1,000,000 | —(5) | |||||
Equity | Class A ordinary shares, $0.0001 par value, issuable upon exercise of redeemable public warrants included as part of the units(3)(4) | Rule 457(a) | 2,875,000 | $11.50 | $33,062,500 | $92.70 per $1,000,000 | $3,064.89 | |||||
Equity | Representative’s Shares | Rule 457(a) | 60,000 | $10.00 | $600,000 | $92.70 per $1,000,000 | $55.62 |
Equity | Representative’s Warrants | Rule 457(a) | 86,250 | $12.00 | $1,035,000 | $92.70 per $1,000,000 | $95.94 | |||||
Equity | Class A ordinary shares, $0.0001 par value, issuable upon exercise of Representative’s Warrants(3) | Rule 457(a) | 86,250 | — | — | $92.70 per $1,000,000 | —(5) | |||||
Fees Previously Paid | ||||||||||||
Equity | Units, each consisting of one Class A ordinary share, $0.0001 par value per share, one right to acquire one-tenth (1/10) of one Class A ordinary share, and one redeemable warrant(6) | Rule 457(a) | 14,375,000 | $10.00 | $143,750,000 | $92.70 per $1,000,000 | $13,325.63 | |||||
Equity | Class A ordinary shares included as part of the Units(3)(4) | Rule 457(a) | 14,375,000 | — | — | $92.70 per $1,000,000 | —(5) | |||||
Equity | Rights included as part of the Units(3)(4) | Rule 457(a) | 14,375,000 | — | — | $92.70 per $1,000,000 | —(5) | |||||
Equity | Class A ordinary shares, $0.0001 par value, underlying the rights included as part of the units(3)(4) | Rule 457(a) | 1,437,500 | $10.00 | $7,187,500 | $92.70 per $1,000,000 | $1,332.56 | |||||
Equity | Redeemable warrants included as part of the Units(3)(4) | Rule 457(a) | 14,375,000 | — | — | $92.70 per $1,000,000 | —(5) | |||||
Equity | Class A ordinary shares, $0.0001 par value, issuable upon exercise of redeemable public warrants included as part of the units(3)(4) | Rule 457(a) | 14,375,000 | $11.50 | $165,312,500 | $92.70 per $1,000,000 | $15,324.47 | |||||
Equity | Representative’s Shares | Rule 457(a) | 300,000 | $10.00 | $3,000,000 | $92.70 per $1,000,000 | $278.10 | |||||
Equity | Representative’s Warrants | Rule 457(a) | 431,250 | $12.00 | $5,175,000 | $92.70 per $1,000,000 | $479.72 |
2 |
Equity | Class A ordinary shares, $0.0001 par value, issuable upon exercise of Representative’s Warrants(3) | Rule 457(a) | 431,250 | — | — | $92.70 per $1,000,000 | —(5) | |||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | ||||||||||||
Total Offering Amounts | $390,747,500 | $36,888.57 | ||||||||||
Total Fees Previously Paid | $324,425,000 | $30,740.48 | ||||||||||
Total Fee Offsets | ||||||||||||
Net Fee Due | $66,322,500 | $6,148.09 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. |
(2) | Includes 375,000 units, consisting of 375,000 Class A ordinary shares, 375,000 rights to acquire one tenth (1/10) of a share and 375,000 redeemable warrants, which may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
(4) | Number of Class A ordinary shares, rights and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 30-day option granted to the underwriters. |
(5) | No fee pursuant to Rule 457(g) under the Securities Act. |
(6) | Includes 1,875,000 units, consisting of 1,875,000 Class A ordinary shares, 1,875,000 rights to acquire one tenth (1/10) of a share and 1,875,000 redeemable warrants, which may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any. |
3 |
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 |
4 |