EX-FILING FEES 6 tm219610d21_ex107.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM F-1
(Form Type)

Genius Group Limited
(Exact Name of Registrant as Specified in its Charter)

Not Applicable

(Translation of Registrant’s Name into English)

Table 1: Newly Registered and Carry Forward Securities

|  | Security Type |  | Security Class Title |  | Fee Calculation or Carry Forward Rule |  | Amount Registered |  | Proposed Maximum Offering Price Per Unit |  |  | Maximum Aggregate Offering Price(2) |  |  | Fee Rate(3) |  |  | 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 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fees Previously Paid |  | Equity |  | Ordinary shares, no par value per share(1)(4) |  | 457(o) |  |  |  |  |  | $ | 46,000,000 |  |  | 0.0001091 |  | $ | 5,019 |  |  |  |  |  |  |  |  |
|  | Equity |  | Warrants to be issued to the representative of the underwriters(5) |  | 457(g) |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  |  |  |  |  |  |  |
|  | Equity |  | Ordinary shares underlying warrants to be issued to the representative of the underwriters(6) |  | 457(g) |  |  |  |  |  | $ | 2,875,000 |  |  | 0.0001091 |  | $ | 314 |  |  |  |  |  |  |  |  |
Carry Forward Securities |
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Offering Amounts |  |  |  | $ | 48,875,000 |  |  |  |  | $ | 5,333 |  |  |  |  |  |  |  |  |
|  | Total Fees Previously Paid |  |  |  |  |  |  |  |  |  | $ | 5,333 |  |  |  |  |  |  |  |  |
|  | Total Fee Offsets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Net Fee Due |  |  |  |  |  |  |  |  |  | $ | 0 |  |  |  |  |  |  |  |  |

| 1) | In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable to prevent dilution resulting from share splits, share dividends or similar transactions.

| 2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

| 3) | As in effect when previously paid..

| 4) | Includes additional ordinary shares which may be issued upon exercise of the underwriters’ over-allotment option.

| 5) | No registration fee required pursuant to Rule 457(g).

| 6) | We have agreed to issue to the representative of the underwriters warrants to purchase ordinary shares representing up to 5% of the ordinary shares issued in the offering. The representative’s warrants are exercisable at a per share exercise price equal to 125% of the public offering price per ordinary share offered hereby. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the representative’s warrants is $2,875,000, which is equal to 125% of $2,300,000 (5% of $46,000,000).

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(b) and 0-11(a)(2) |
Fee Offset Claims |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fee Offset Sources |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Rule 457(p) |
Fee Offset Claims |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fee Offset Sources |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

Table 3: Combined Prospectuses

Security Type |  | Security Class Title |  | Amount of Securities Previously Registered |  | Maximum Aggregate Offering Price of Securities Previously Registered |  | Form Type |  | File Number |  | Initial Effective Date |