EX-FILING FEES 6 ea024138401ex-fee_terra.htm FILING FEE TABLE

Exhibit 107

Calculation of Filing Fee Tables

FORM S-4

(Form Type)

TERRA INNOVATUM GLOBAL S.R.L.

(Exact Name of Registrant as Specified in its Charter)

GSR III ACQUISITION CORP. TERRA INNOVATUM S.R.L.

(Exact Name of each Co-Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

|  | Security Type |  | Security Class Title |  | Fee Calculation or Carry Forward Rule |  | Amount Registered(3) |  |  | Proposed Maximum Offering Price per Unit |  |  | Maximum Aggregate Offering Price |  |  | Fee Rate |  |  | Amount of Registration Fee (5) |
|  |  |  | Newly Registered Securities |  |  |  |  |  |  |  |  |  |  |  |
Fees to be Paid |  | Equity |  | Ordinary Shares, par value $0.01 per share(1) |  | 457(f) |  |  | 32,518,571 |  |  | $ | 10.28 | (4) |  | $ | 334,290,909.88 |  |  | $ | 0.00015310 |  |  | $ | 51,179.94 |
Fees to be Paid |  | Equity |  | Ordinary Shares, par value $0.01 per share(2) |  | 457(f)(2) |  |  | 47,723,000 |  |  |  |  | (6) |  | $ | 1,053.33 |  |  | $ | 0.00015310 |  |  | $ | 0.16 |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Offering Amounts |  |  |  |  |  |  |  |  |  | $ | 334,449,986.55 |  |  |  |  |  |  | $ | 51,180.10 |
|  | Total Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | — |
|  | Total Fee Offsets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 34,129.86 |
|  | Net Fee Due |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 17,050.24 |

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 (7) |  | GSR III Acquisition Corp. |  | S-1 |  | 333-280842 |  | July 16, 2024 |  | November 7, 2024 |  | $ | 4,849.71 |  |  | Equity |  | Ordinary Shares |  | Ordinary Shares |  |  | 3,285,714 |  |  | $ | 4,849.71 |
Fee Offset Claims (8) |  | GSR III Acquisition Corp. |  | S-1 |  | 333-280842 |  | July 16, 2024 |  | November 7, 2024 |  | $ | 29,280.15 |  |  | Equity |  | Ordinary Shares |  | Ordinary Shares |  |  | 17,250,000 |  |  | $ | 29,280.15 |

| (1) | Represents ordinary shares, nominal value $0.01 per share (the “PubCo Ordinary Shares”), of Terra Innovatum Global s.r.l. (“PubCo”) (which will be converted into a Dutch public limited liability company (naamloze vennootschap) to be issued upon completion of the business combination described in the proxy statement/prospectus contained herein (the “Business Combination”), and includes (a) up to a maximum (subject to any redemptions) of 23,000,000 PubCo Ordinary Shares to be issued to holders of Class A ordinary shares of GSR III Acquisition Corp. (“GSR III”), a Cayman exempted company, (b) 6,232,857 PubCo Ordinary Shares to be issued to holders of Class B ordinary shares of GSR III and (c) 3,285,714 PubCo Ordinary Shares to be issued upon the exchange of shares following the conversion of GSR III’s Rights in GSR III Class A ordinary shares.

| (2) | Represents PubCo Ordinary Shares to be issued upon the Business Combination, and includes (a) 47,500,000 PubCo Ordinary Shares issued to legacy Terra Innovatum s.r.l. Quotaholders and (b) 223,000 PubCo Ordinary Shares issued to unrelated third parties, each in connection with the Business Combination.

| (3) | Pursuant to Rule 416(a) of 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.

| (4) | Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) $10.28 (the implied price of the PubCo Ordinary Shares based on the average of the high and low prices of the GSR III Class A ordinary shares as reported on Nasdaq on May 12, 2025) multiplied by (ii) 32,518,571 PubCo Ordinary Shares issuable in connection with the Business Combination.

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| (5) | Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001531.

| (6) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Terra Innovatum s.r.l. is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares expected to be issued pursuant to the Business Combination is one-third of the aggregate par value of the Terra Innovatum s.r.l. securities expected to be exchanged in the proposed Business Combination.

| (7) | The co-registrant, GSR III, paid a registration fee of $4,849.71 in connection with the registration of 3,285,714 Ordinary Shares registered under the Registration Statement on Form S-1, filed on November 7, 2024 (File No. 333-280842) (as amended, the “Form S-1”). The offering under the Form S-1 has terminated. The 3,285,714 Ordinary Shares registered under the Form S-1 that remain unsold are being registered under this registration statement. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the filing of this registration statement was offset by $4,849.71.

| (8) | The co-registrant, GSR III, paid a registration fee of $29,280.15 in connection with the registration of 17,250,000 Ordinary Shares registered under the Form S-1. The offering under the Form S-1 has terminated. The 17,250,000 Ordinary Shares registered under the Form S-1 that remain unsold are being registered under this registration statement. In accordance with Rule 457(p) under the Securities Act, the total amount of the registration fee due upon the filing of this registration statement was offset by $29,280.15.

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