Exhibit 107
EX-FILING FEES
Calculation of Filing Fee Table
FORM F-1
(Form Type)
SELINA HOSPITALITY PLC
(Exact Name of Each Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
| Security Type |
Security Class Title |
Fee Calculation or Carry Forward |
Amount Registered(1) |
Proposed Maximum Offering Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing Fee Previously Paid In Connection with Securities Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| Fees to Be Paid | ||||||||||||||||||||||||
| Equity | Ordinary share of $0.005064 (to six decimal places) each in the capital of the Registrant underlying warrants (Primary Offering)(2) | Other | 10,849,929 | $11.50(3) | $124,774,184 | $110.20 per $1,000,000 |
$13,750.12 | |||||||||||||||||
| Equity | Ordinary share of $0.005064 (to six decimal places) each in the capital of the Registrant underlying warrants (Primary Offering)(4) | Other | 7,666,666 | $11.50(3) | $88,166,659 | $110.20 per $1,000,000 |
$9,715.97 | |||||||||||||||||
| Equity | Ordinary share of $0.005064 (to six decimal places) each in the capital of the Registrant (Secondary Offering)(5) | Rule 457(c) | 100,611,607 | $3.935(6) | $395,906,674 | $110.20 per $1,000,000 |
$43,628.92 | |||||||||||||||||
| Debt Convertible into Equity | Ordinary share of $0.005064 (to six decimal places) each in the capital of the Registrant underlying convertible notes (Secondary Offering)(7) | Other | 13,595,652 | $3.935(6) | $53,498,891 | $110.20 per $1,000,000 |
$5,895.58 | |||||||||||||||||
| Equity | Warrants to Purchase Ordinary Shares (Secondary Offering)(8) | Other | 10,849,929 | — | — | — | —(9) | |||||||||||||||||
| Equity | Ordinary share of $0.005064 (to six decimal places) each in the capital of the Registrant underlying warrants (Secondary Offering)(10) | Other | 10,849,929 | — | — | — | —(9) | |||||||||||||||||
| Fees Previously Paid | ||||||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Total Offering Amount | $662,346,408 | $72,990.59 | ||||||||||||||||||||||
| Total Fee Offsets | $15,393.56 | |||||||||||||||||||||||
| Net Fee Due | $57,597.03 | |||||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional ordinary shares of the Registrant (“Ordinary Shares”) that become issuable as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding Ordinary Shares, as applicable. |
| (2) | Consists of (i) 6,575,000 Ordinary Shares issuable by the Registrant upon the exercise of Private Placement Warrants (as defined in this Registration Statement) and (ii) 4,274,929 Ordinary Shares issuable by the Registrant upon the exercise of Convertible Note Warrants (as defined in this Registration Statement). |
| (3) | Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants. |
| (4) | Consists of 7,666,666 Ordinary Shares issuable by the Registrant upon the exercise of Public Warrants (as defined in this Registration Statement). |
| (5) | Consists of an aggregate of 100,611,607 outstanding Ordinary Shares registered for resale by the Selling Securityholders named in this Registration Statement. |
| (6) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of Ordinary Share as reported on November 25, 2022, which was approximately $3.935 per share. |
| (7) | Pursuant to the indenture governing the Registrant’s Convertible Notes (as defined in this Registration Statement), this value represents the maximum aggregate number of Ordinary Shares issuable upon conversion of the Convertible Notes (including in respect of the Interest Make-Whole Amount under the Indenture) issuable through the maturity of the Convertible Notes based on assumed interest rates as described in the indenture. Pursuant to Rule 416 under the Securities Act, the Registrant is also registering such indeterminate number of additional Ordinary Share as may be issuable from time to time upon conversion of the notes as a result of the anti-dilution provisions thereof. |
| (8) | Consists of an aggregate of 10,849,929 warrants registered for resale by the Selling Securityholders named in this Registration Statement, comprising (i) 6,575,000 Private Placement Warrants and (ii) 4,274,929 Convertible Note Warrants. |
| (9) | Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the warrants and the entire fee is allocated to the underlying Ordinary Share. |
| (10) | Consists of an aggregate of 10,849,929 Ordinary Shares registered for resale by the Selling Securityholders named in this Registration Statement, comprising (i) 6,575,000 Ordinary Shares issuable by the Registrant upon the exercise of Private Placement Warrants and (ii) 4,274,929 Ordinary Shares issuable by the Registrant upon the exercise of Convertible Note Warrants |
| Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed(3) |
Security Type Associated with Fee Offset Claimed |
Security Title Claimed |
Unsold with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||||||
| Rule 457(b) | ||||||||||||||||||||||
| Fee Offset Claims | ||||||||||||||||||||||
| Fee Offset Sources | ||||||||||||||||||||||
| Rule 457(p) | ||||||||||||||||||||||
| Fee Offset Claims | Selina Hospitality PLC | Form F-4(11) | 333-266715 | August 9, 2022 | $15,393.56 | Equity | Shares underlying Warrants included as part of the Units | 14,241,666 | $166,057,837 | |||||||||||||
| Fee Offset Sources | Selina Hospitality PLC | Form F-4(11) | 333-266715 | September 30, 2022 | $15,393.56 | |||||||||||||||||
| (11) | The Registrant previously registered 14,241,666 Ordinary Shares issuable on the exercise of the Public Warrants and the Private Placement Warrants under a registration statement on Form F-4 (File No. 333-266715) (the “F-4 Registration Statement”). None of these warrants have been exercised and, consequently, none of those Ordinary Shares have been issued or sold under the Prior Registration Statement. The Registrant has completed the offering that included these unissued Ordinary Shares under the Prior Registration Statement. |