Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1

(Form Type)

 

Tingo Group, 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
Share		   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 Previously Paid  Equity  Common stock par value $0.001 per share, issuable upon exercise of warrant  457(c)   33,707,856(2)  $2.67(3)  $89,999,975.5(3)               $11,681.9                                                     
Fees Previously Paid  Equity  Common stock par value $0.001 per share, issuable upon exercise of warrant  457(o)    8,000,000(4)  $2.50(3)  $20,000,000(3)       $2,596                     
Fees Previously Paid  Equity  Common stock par value $0.001 per share, issuable upon exercise of warrant  457(o)    2,755,103(5)  $1.495(6)  $4,118,878.98(7)       $449.37                     
   Total Offering Amounts $114,118,854                     
   Total Fees Previously Paid   $14,727.27                     
   Total Fee Offsets    -                     
   Net Fee Due    -                    

 

1.This registration statement also relates to such additional shares of Common Stock as may be issued in connection with a stock split, stock dividend, recapitalization, or similar transaction effected without receipt of consideration that increases the number of the registrant’s outstanding shares of Common Stock, pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”).

2.Consists of 33,707,856 shares of Common Stock issued or issuable upon exercise of common stock purchase warrants that were originally issued to investors in connection with the 2021 February Offering. These shares were previously included in Registration Statement No. 333-256209 for which all filing fees were paid.

3.The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.

4.Consists of 8,000,000 shares of Common Stock issued or issuable upon exercise of common stock purchase warrants that were originally issued to investors in connection with the November 2020 Offering. These shares were previously included in Registration Statement No. 333-248602 for which all filing fees were paid.

5.Consists of 2,755,103 shares of Common Stock issued or issuable upon exercise of common stock purchase warrants that were originally issued to 12 accredited investors in the 2021 March Offering. These shares were previously included in Registration Statement No. 333-248602 for which all filing fees were paid.

6.The proposed maximum offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act on the average of the high and low sales price of the common stock on the Nasdaq Capital Market on May 12, 2021.

7.Estimated solely for the purpose of calculating the registration fee under Rule 457(c) of the Securities Act.

 

 

 

 

Table 3: Combined Prospectuses

 

Security Type  Security Class Title  Amount of
Securities
Previously
Registered(1)		   Maximum
Aggregate
Offering
Price of
Securities
Previously
Registered		   Form Type  File Number  Initial
Effective Date
Equity  Common stock par value $0.001 per share   33,707,856(2)  $89,999,975.5(3)  S-3  333-248602  September 14, 2020
Equity  Common stock par value $0.001 per share   8,000,000(4)  $20,000,000(3)  S-3  333-248602  September 14, 2020
Equity  Common stock par value $0.001 per share   2,755,103(5)  $4,118,878.98(6)  S-3  333-256209  July 12, 2021

 

1.This registration statement also relates to such additional shares of Common Stock as may be issued in connection with a stock split, stock dividend, recapitalization, or similar transaction effected without receipt of consideration that increases the number of the registrant’s outstanding shares of Common Stock, pursuant to Rule 416 of the Securities Act.

2.Consists of 33,707,856 shares of Common Stock issued or issuable upon exercise of common stock purchase warrants that were originally issued to investors in connection with the 2021 February Offering. These shares were previously included in Registration Statement No. 333-248602 for which all filing fees were paid.

3.The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.

4.Consists of 8,000,000 shares of Common Stock issued or issuable upon exercise of common stock purchase warrants that were originally issued to investors in connection with the November 2020 Offering. These shares were previously included in Registration Statement No. 333-248602 for which all filing fees were paid.

5.Consists of 2,755,103 shares of Common Stock issued or issuable upon exercise of common stock purchase warrants that were originally issued to 12 accredited investors in the 2021 March Offering.

6.The proposed maximum offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act on the average of the high and low sales price of the common stock on the Nasdaq Capital Market on May 12, 2021.