Exhibit 107
Calculation of Filing Fee Tables
Form F-1
(Form Type)
Moolec Science SA
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type(1) | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(3) | |||||||||||||||||||
| Fees to Be Paid | Equity | Ordinary Shares (Secondary Offering) | 457(c) and 457(f)(1) | 1,295,887 | (4) | $ | 5.63 | (8) | $ | 7,295,843.81 | 0.00011020 | $ | 804.00 | |||||||||||||
| Equity | Ordinary Shares (Secondary Offering) | 457(c) and 457(f)(1) | 34,570,000 | (5) | $ | 5.63 | (9) | $ | 194,629,100.00 | 0.00011020 | $ | 21,448.13 | ||||||||||||||
| Equity | Warrants (Primary Offering) (2) (6) | 457(c) and 457(f)(1) | 11,110,000 | N/A | N/A | N/A | ||||||||||||||||||||
| Equity | Ordinary Shares issuable on exercise of Warrants (Primary Offering) (2) (7) | 457(g) | 11,110,000 | $ | 11.50 | $ | 127,765,000.00 | (10) | 0.00011020 | $ | 14,079.70 | (11) | ||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||||
| Total Offering Amounts | $ | 329,689,943.81 | 0.00011020 | $ | 36,331.83 | |||||||||||||||||||||
| Total Fees Previously Paid | $ | 0 | ||||||||||||||||||||||||
| Total Fee Offsets | $ | 52,747.29 | ||||||||||||||||||||||||
| Net Fee Due | $ | 0 | ||||||||||||||||||||||||
| (1) | All securities being registered were issued by Moolec Science SA, a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, with its registered office at 17, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (Registre de Commerce et des Sociétés, Luxembourg) under number B268440 (the “Company” or the “Registrant”) in connection with the business combination by and among LightJump Acquisition Corporation (“LightJump”), Moolec Science Limited, a private limited company incorporated under the laws of England and Wales (“Moolec’), the Company and Moolec Acquisition, Inc., a Delaware corporation (“Merger Sub”) (the “Business Combination”) as described in this prospectus forming part of this registration statement (the “prospectus”). |
| (2) | Pursuant to Rule 416(a) promulgated under the Securities Act, 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. |
| (3) | Calculated pursuant to Rule 457 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) by determining the product of (i) the proposed maximum aggregate offering price and (ii) 0.00011020. |
| (4) | Consists of (i) 262,260 Ordinary Shares (as defined in the prospectus) issued pursuant to the applicable Company SAFE (as defined in the prospectus), (ii) 232,523 Ordinary Shares that were freely allotted to the Company’s Chief Financial Officer and (iii) 801,104 Ordinary Shares issued in connection with the Backstop Agreement (as defined in the prospectus). |
| (5) | Consists of (i) 31,000,000 Ordinary Shares issued to holders of ordinary shares of Moolec in the Business Combination as a result of the Exchange (as defined in the prospectus), and (ii) 3,570,000 Ordinary Shares issued as a result of the Merger (as defined in the prospectus). |
| (6) | SPAC Warrants automatically converted into Warrants upon consummation of the Business Combination, as described in the prospectus. |
| (7) | Consists of Ordinary Shares issuable upon exercise of Warrants. Each Warrant entitles the warrant holder to purchase one Ordinary Share at a price of $11.50 per share (subject to adjustment). |
| (8) | Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $5.63, which represents the average of the high and low prices of shares of Ordinary Shares on the Nasdaq Stock Market LLC on January 25, 2023, by 1,295,887 Ordinary Shares. |
| (9) | Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to the product obtained by multiplying $5.63, which represents the average of the high and low prices of shares of Ordinary Shares on the Nasdaq Stock Market LLC on January 25, 2023, by 34,570,000 Ordinary Shares. |
| (10) | The maximum number of Warrants and Ordinary Shares of the registrant issuable upon exercise of the 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 such Warrants has been allocated to the Ordinary Shares underlying such warrants and those Ordinary Shares are included in the registration fee as calculated in footnote (11) below, as defined in the prospectus. |
| (11) | No separate registration fee is required pursuant to Rule 457(g) under the Securities Act. 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 Warrants is calculated based on an exercise price of $11.50 per share. |
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 | ||||||||||||||||||||
| Fee Offset Claims | Registrant | Form F-4/A | 333-267912 | November 21, 2022 | $ | 38,667.58 | (1) | Equity | Ordinary Shares | $ | 350,885,500.00 | |||||||||||||||||||
| Fee Offset Claims | Registrant | Form F-4/A | 333-267912 | November 21, 2022 | $ | 14,079.70 | (2) | Equity | Ordinary Shares issuable on exercise of Warrants | $ | 127,765,000.00 | |||||||||||||||||||
| Fee Offset Sources | Registrant | Form F-4/A | 333-267912 | November 21, 2022 | $ | 52,747.29 | ||||||||||||||||||||||||
| (1) | Pursuant to Rule 457(p) under the Securities Act, the registrant hereby offsets the registration fee for this registration statement on Form F-1 by $38,667.58, which represents the registration fee previously paid with respect to 34,570,000 Ordinary Shares that were registered but not sold (out of the aggregate 38,837,210 Ordinary Shares that were registered but not sold) pursuant to the registrant’s Registration Statement on Form F-4/A (File No. 333-267912) initially filed by the registrant with the Securities and Exchange Commission on November 21, 2022 and declared effective on December 5, 2022, which registration statement referred to an offering that has been completed. |
| (2) | The Registrant previously registered 11,110,000 Ordinary Shares issuable upon the exercise of the Warrants on the Form F-4/A (File No. 333-267912) and paid a filing fee of $14,079.70 on November 21, 2022. None of the Warrants have been exercised and, consequently, none of those Ordinary Shares have been issued or sold under the Form F-4/A. The Registrant has completed the offering that included these unissued Ordinary Shares under the Form F-4/A. |
