| |
|
Security
Type |
|
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 |
|
|
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
Stock, par value $0.0001 per share |
|
Other |
|
|
15,816,386 |
(1)(2)(3) |
|
$ |
10.77 |
(4) |
|
$ |
170,342,477.22 |
|
|
$ |
0.00011020 |
|
|
$ |
18,771.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Equity |
|
Warrants
to purchase Common Stock |
|
Other |
|
|
17,250,000 |
(1)(2)(5) |
|
$ |
— |
(6) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Equity |
|
Common
Stock, par value $0.0001 per share |
|
Other |
|
|
120,000,000
) |
(7) |
|
$ |
0.000833 |
(8) |
|
$ |
100,000 |
|
|
$ |
0.00011020 |
|
|
$ |
11.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fees
Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Carry
Forward Securities |
| Carry
Forward Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
Offering Amounts |
|
|
|
|
|
|
$ |
[●] |
|
|
|
|
|
|
$ |
18,782.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
Fees Previously Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Total
Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net
Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,782.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Upon the closing of the business
combination (the “Business Combination”) described in the proxy statement/prospectus
which forms a part of the Registration Statement on Form S-4 with which these Calculation
of Filing Fee Tables are filed as Exhibit 107, the name of the registrant will be changed
to “Tevogen Bio Holdings Inc.” |
| (2)
|
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 splits, share dividends
or similar transactions. |
| (3)
|
Represents the number of Class
A ordinary shares (including Class A ordinary shares included in units) issued by Semper
Paratus Acquisition Corporation (“Semper Paratus”) in its initial public offering
registered on Form S-1 (SEC File No. 333-260113), less the number of shares that have been
redeemed by its public shareholders, which, as a result of the Business Combination, will
automatically be converted by operation of law into shares of Common Stock of the registrant. |
| (4)
|
Estimated
solely for the purpose of calculating the registration fee, based on the average of the high
and low prices of the Class A ordinary shares on The Nasdaq Global Market on September 11,
2023 in accordance with Rule 457(f)(1). |
| (5)
|
Represents the number of redeemable
warrants issued by Semper Paratus in its initial public offering registered on Form S-1 (SEC
File No. 333-260113) (including redeemable warrants included in units), which, as a result
of the Business Combination, will become warrants to acquire the same number of shares of
the registrant at the same price and on the same terms. |
| (6)
|
No registration fee is required
pursuant to Rule 457(g) under the Securities Act. |
| (7)
|
The number of shares being registered
represents the estimated number of shares of registrant Common Stock that are expected to
be issued in connection with the Business Combination. |
| (8) |
Estimated solely for purposes of
calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act
of 1933, as amended. Tevogen Bio Inc (“Tevogen”) is a private company, no market
exists for its securities, and Tevogen has an accumulated deficit. Therefore, the proposed
maximum aggregate offering price of Tevogen shares is one-third of the aggregate par value
of the Tevogen shares expected to be exchanged in the Business Combination. |