Form: F-3

Registration statement for specified transactions by certain foreign private issuers

March 28, 2022

Exhibit 107

Calculation of Filing Fee Tables

 

Form F-3

(Form Type)

 

Paysafe Limited

(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

 

 

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

Carry Forward Securities

Carry Forward Securities

Equity

Common shares(1)(2)

415(a)(6)

48,900,825

 

$524,707,998.25

 

$57,246

F-1

333-256299

May 28, 2021

$57,246

Carry Forward Securities

Equity

Common shares(1)(3)

415(a)(6)

490,637,819

 

$6,470,207,843.99

 

$705,900

F-1

333-256299

May 28, 2021

$705,900

Carry Forward Securities

Other

Warrants(1)(4)

415(a)(6)

5,000,000

 

$57,500,000.00

 

$6,274

F-1

333-256299

May 28, 2021

$6,274

 

Total Offering Amount

 

$7,052,415,842.24

 

$769,420

 

 

 

 

 

Total Fees Previously Paid

 

 

 

$769,420

 

 

 

 

 

Total Fee Offsets

 

 

 

N/A

 

 

 

 

 

Net Fee Due

 

 

 

$0(5)

 

 

 

 

 

 

(1) Pursuant to Rule 416(a) under the Securities Act, this registration statement also covers an indeterminate number of additional securities that may be offered or issued by the Registrant in connection with any stock split, stock dividend or similar transaction.

(2) Represents up to 48,900,825 Company Common Shares (as defined in the registration statement on Form F-3) issuable upon the exercise of 48,900,825 Public Warrants (as defined in the registration statement on Form F-3).

(3) Represents the aggregate of up to 490,637,819 Company Common Shares registered for resale by the selling securityholders named in this registration statement (including up to 5,000,000 Company Common Shares issuable upon the exercise of the Private Warrants (as defined in the registration statement on Form F-3) and up to 20,893,780 Company Common Shares issuable in connection with the exercise of the exchange privilege attached to certain limited liability company units of Paysafe Bermuda Holdings LLC).

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Exhibit 107

(4) Represents the Private Warrants held by Cannae Holdings, LLC.

(5) The (i) 48,900,825 Company Common Shares issuable upon the exercise of the Public Warrants, (ii) 490,637,819 Company Common Shares registered for resale by the selling securityholders named in this registration statement (including up to 5,000,000 Company Common Shares issuable upon the exercise of the Private Warrants and up to 20,893,780 Company Common Shares issuable in connection with the exercise of the exchange privilege attached to certain limited liability company units of Paysafe Bermuda Holdings LLC) and (iii) 5,000,000 Private Warrants registered for resale by the selling securityholders named in this registration statement were previously registered pursuant to the Registration Statement on Form F-1 (File No. 333-256299), which was declared effective on May 28, 2021 (the “F-1 Registration Statement”). Pursuant to Rule 429 under the Securities Act, no additional fees are being paid for any of the securities registered for sale in this registration statement as all such securities were previously registered under the F-1 Registration Statement.

 

 

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