Exhibit 107
Calculation of Filing Fee Tables
Form F-1
_________________________
(Form Type)
SEALSQ Corp
_______________________________
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | Security Type | Security Class
Title | Fee
Calculation Rule | Amount
Registered (1) | Proposed
Maximum
Offering Price
Per Share | Maximum
Aggregate
Offering Price | Fee Rate | Amount of
Registration
Fee |
| Newly Registered Securities |
| Fees To Be Paid | Equity | Ordinary Shares issuable upon conversion of Notes | 457(c) | 7,600,000 (2) | $11.35 (3) | US$86,260,000 | US$ 110.20 per
US$ 1,000,000.00 (4) |
US$9,505.85 |
| Fees To Be Paid | Equity | Ordinary Shares issuable upon exercise of Warrants | 457(g) | 400,000 (5) | $30.00 (6) | US$12,000,000 | US$ 110.20 per US$ 1,000,000.00(4) | US$1,322.40 |
Fees Previously
Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Carry Forward Securities |
Carry Forward
Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| | Total Offering Amounts | _____ | US$98,260,000 | _____ | US$10,828.25 |
| | Total Fees Previously Paid | _____ | _____ | _____ | US$0.00 |
| | Total Fee Offsets | _____ | _____ | _____ | US$0.00 |
| | Net Fee Due | _____ | _____ | _____ | US$10,828.25 |
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, the ordinary shares of the Registrant being registered hereunder include such indeterminate number of shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
| (2) | Represents the maximum number of shares that the Registrant expects could be issuable upon conversion of the Notes held by the Selling Shareholders named in this Registration Statement. At the Floor Conversion Price, the Notes currently outstanding are convertible into an aggregate of 4,320,000 Ordinary Shares. On the Initial Closing Date, the Selling Shareholders were issued Warrants to purchase up to an aggregate of 245,816 Ordinary Shares. The 4,320,000 Ordinary Shares issuable upon conversion of the Notes represent 95% of the total of the Ordinary Shares issuable upon conversion of Notes and Warrants currently outstanding, Pursuant to the Registration Rights Agreement, the Registrant is obligated to register for resale 8,000,000 Ordinary Shares, which include the Ordinary Shares reserved for potential issuance in the event of future default or dilution adjustments. Based on the foregoing, we have allocated 95% of the 8,000,000 Ordinary Shares that we are registering for resale to the Ordinary Shares issuable upon conversion of the Notes, for a total of 7,600,000 Ordinary Shares. |
| (3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of Ordinary Shares as reported on The Nasdaq Global Market on August 2, 2023. |
| (4) | Pursuant to Section 6(b) of the Securities Act, a rate equal to $110.20 per $1,000,000 of the proposed maximum aggregate offering price. |
| (5) | Represents the maximum number of shares that the Registrant expects could be issuable upon exercise of the warrants held by the Selling Shareholders named in this Registration Statement. At the Floor Conversion Price, the Notes currently outstanding are convertible into an aggregate of 4,320,000 Ordinary Shares. On the Initial Closing Date, the Selling Shareholders were issued Warrants to purchase up to an aggregate of 245,816 Ordinary Shares. The 245,816 Ordinary Shares issuable upon exercise of the Warrants represent 5% of the total of the Ordinary Shares issuable upon conversion of Notes and Warrants currently outstanding. Pursuant to the Registration Rights Agreement, the Registrant is obligated to register for resale 8,000,000 Ordinary Shares, which include the Ordinary Shares reserved for potential issuance in the event of future default or dilution adjustments. Based on the foregoing, have allocated 5% of the 8,000,000 Ordinary Shares that we are registering for resale to the Ordinary Shares issuable upon exercise of the Warrants, for a total of 400,000 Ordinary Shares. |
| (6) | The price per share is based upon the exercise price per warrant of $30.00 per share as of August 2, 2023. |
