EX-FILING FEES 31 class_ex107.htm FILING FEE TABLES

EXHIBIT 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Classover Holdings, Inc.

(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 Unit |  |  | Proposed 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 |
Fees to Be Paid |  | Equity |  |  | Class A Common Stock(2) |  |  | Rule 457(f) and (c) |  |  |  | 6,535,014 |  |  |  | 10.00 |  |  |  | 65,350,140 |  |  |  | 0.0001531 |  |  |  | 10,005.11 | (4) |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
Fees to Be Paid |  | Equity |  |  | Class B Common Stock(2) |  |  | Rule 457(f) and (c) |  |  |  | 5,964,986 |  |  |  | 10.00 |  |  |  | 59,649,860 |  |  |  | 0.0001531 |  |  |  | 9,132.39 | (4) |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
Fees to Be Paid |  | Equity |  |  | Preferred Stock(2) |  |  | Rule 457(f) and (c) |  |  |  | 1,000,000 |  |  |  | 10.00 |  |  |  | 10,000,000 |  |  |  | 0.0001531 |  |  |  | 1,531.00 | (4) |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
Fees to Be Paid |  | Equity |  |  | Warrants(2) |  |  | Rule 457(f) and (c) |  |  |  | 17,250,000 |  |  |  | 0.02 | (3) |  |  | 345,000 |  |  |  | 0.0001531 |  |  |  | 52.85 | (4) |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
Fees to Be Paid |  | Equity |  |  | Class B Common Stock |  |  | Rule 457(f) and (c) |  |  |  | 29,558,125 |  |  |  | 11.11 |  |  |  | 328,390,768.75 |  |  |  | 00001531 |  |  |  | 50,276.63 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fees Previously Paid |  | N/A |  |  | N/A |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
Carry Forward Securities
Carry Forward Securities |  | N/A |  |  | N/A |  |  | N/A |  |  |  | N/A |  |  |  |  |  |  |  | N/A |  |  |  |  |  |  |  |  |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |
|  | Total Offering Amounts |  |  |  |  |  |  |  | 463,735,768 |  |  |  |  |  |  |  | 70,997.98 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Fees Previously Paid |  |  |  |  |  |  |  | N/A |  |  |  |  |  |  |  | N/A |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Fee Offsets |  |  |  |  |  |  |  | N/A |  |  |  |  |  |  |  | N/A |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Net Fee Due |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 70,997.98 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

(1) | Pursuant to Rule 416(a) under 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 resulting from stock splits, stock dividends or similar transactions.
(2) | Represents the number of ordinary shares of Classover Holdings, Inc., par value $0.00001 per share, issuable upon completion of the Business Combination, as described in the proxy statement/prospectus, in exchange for the securities of Class Over Inc.
(3) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares and warrants of Battery Future Acquisition Corp on the New York Stock Exchange on November 19, 2024 ($11.11 per share and $0.02 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.
(4) | Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001531.