Exhibit 107
Calculation of Filing Fee Table
Form F-1
(Form Type)
Psyence Biomedical Ltd.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share | 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 | Common Shares | 457 | (c) | 22,496,000 | (2) | $ | 1.44 | (3) | $ | 32.394,240 | 0.00014760 | $ | 4,781.39 | (4) | ||||||||||||||||||||||||||||
Fees Previously Paid | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
Carry Forward Securities | |||||||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
Total Offering Amounts | $ | 4,781.39 | |||||||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | 0 | ||||||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | – | ||||||||||||||||||||||||||||||||||||||||||
Net Fee Due | $ | 4,781.39 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (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. |
(2) | Represents the sum of (i) up to an aggregate of 18,750,000 common shares, no par value (the “Common Shares”) of Psyence Biomedical Ltd., a corporation organized under the laws of Ontario, Canada (the “Company”), issuable pursuant to those certain First Tranche Notes (as defined in the Registration Statement on Form F-1) issued to certain investors by the Company on January 25, 2024, (ii) up to 150,000 Common Shares that were issued in lieu of payment of deferred underwriting commissions and transaction fees in connection with the Business Combination (as defined in the Registration Statement on Form F-1), pursuant to that certain amendment to engagement letter, dated as of January 25, 2024, by and between J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets Division, and Newcourt Acquisition Corp, a Cayman Islands exempted company (“NCAC”); (iii) 150,000 Common Shares that were issued in lieu of payment of deferred underwriting commissions, pursuant to that certain fee modification agreement, dated as of January 25, 2024, by and between Cantor Fitzgerald & Co. and NCAC; (iv) 150,000 Common Shares that were issued in lieu of payment of transaction fees in connection with the Business Combination, pursuant to that certain amendment to engagement letter, dated as of January 25, 2024, by and between NCAC and Maxim Group LLC, (v) 125,000 Common Shares that were issued pursuant to that certain fee agreement, dated as of January 25, 2024, by and between McDermott Will & Emery LLP and NCAC, in connection with payment of Business Combination transaction expenses, (vi) 150,000 Common Shares that the Company is contractually bound to issue pursuant to that certain fee modification agreement, dated as of January 26, 2024, by and among the Company, Psyence Biomed II Corp., a corporation existing under the laws of Ontario, Canada and Ellenoff Grossman & Schole LLP, in connection with payment of certain fees; (vii) 21,000 Common Shares that were issued pursuant to that certain amendment to engagement letter, dated as of January 25, 2024, by and between NCAC and RNA Advisors, LLC; and (viii) 3,000,000 shares issued by the Company to Newcourt SPAC Sponsor LLC (the “Sponsor”) upon the closing of the Business Combination in exchange for shares of NCAC originally issued for a nominal fee in a private placement prior to NCAC’s IPO, 1,396,071 of which were distributed to the members of the Sponsor upon the closing of the Business Combination. |
(3) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the common stock on The Nasdaq Stock Market LLC on February 6, 2024 ($1.44 per share), in accordance with Rule 457(c) of the Securities Act. |
(4) | Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.00014760. |