Exhibit 107
Calculation of Filing Fee Tables
Form F-1
(Form Type)
Helport AI Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type | | Security
Class Title(1) | | Fee
Calculation
Rule | | Amount
Registered(1) | | | Proposed
Maximum
Offering Price
Per Share | | | Maximum
Aggregate
Offering Price | | | Fee Rate | | | Amount of
Registration
Fee | |
| Primary Offering | | | | | | | | | | | | | | | | | | | |
| Equity | | Ordinary Shares, par value $0.0001 per share | | | 457(g) | | | 18,845,000 | (2) | | $ | 11.50 | (3) | | $ | 216,717,500 | | | $ | 0.00015310 | | | $ | 33,179.45 | |
| Secondary Offering | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity | | Ordinary Shares, par value $0.00001 per share | | | 457(c) | | | 974,097 | (4) | | $ | 5.7846 | (5) | | $ | 5,634,761.51 | | | $ | 0.00015310 | | | $ | 862.68 | |
| | | Total Offering Amounts | | | | | | 19,819,097 | | | | | | | $ | 222,352,261.51 | | | | | | | $ | 34,042.13 | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | | | | | | | $ | 32,095.15 | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | | | | | | | | | $ | 0 | |
| | | Net Fee Due | | | | | | | | | | | | | | | | | | | | | $ | 1,946.98 | |
| (1) | 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 share subdivisions, share dividends or similar transactions. |
| (2) | Represents 18,845,000 Ordinary Shares to be issued by the Registrant upon exercise of the Warrants to purchase 18,845,000 Ordinary Shares of the Company. |
| (3) | Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the Warrants. |
| (4) | Represents 974,097 Ordinary Shares registered for resale by the Selling Shareholders identified in the Registration Statement, which include (1) an aggregate of 509,259 Ordinary Shares beneficially owned by certain PIPE Investors; and (2) 464,838 Ordinary Shares beneficially owned by certain Convertible Noteholders. |
| (5) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended (the “Securities Act”), based on the average of the high and low prices of Ordinary Share as reported on December 16, 2024, which was approximately $5.7846 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 | |
| Rules 457(p)) | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fee Offset Claim | | Helport AI Limited | | Form F-4(1) | | 333-276940 | | February 8, 2024 | | | | | $ | 32,095.15 | | | | Equity | | | | Ordinary Shares issuable on exercise of Warrants | | | | 18,845,000 | | | 217,446,807.50 | | | | |
| Fee Offset Sources | | Helport AI Limited | | Form F-4(1) | | 333-276940 | | | | February 8, 2024 | | | $ | | | | | | | | | | | | | | | | | | $ | 32,095.15 |
| (1) | The Registrant previously registered 18,845,000 Ordinary Shares issuable upon the exercise of certain Warrants under a registration statement on Form F-4 (File No. 333-276940) (the “Prior Registration Statement”). None of these Warrants have been exercised and, consequently, none of the previously registered Ordinary Shares underlying such Warrants have been issued or sold under the Prior Registration Statement. The Registrant has terminated the offering that included these unissued Ordinary Shares under the Prior Registration Statement. |
