Exhibit 107

 

Calculation of Filing Fee Tables

FORM F-1

…………..

(Form Type)

GENIUS GROUP LTD.

……………………………………………………..…

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

   Security
Type
  Security
Class
Title(3)(4)(5)
  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
   Proposed
Maximum
Offering
Price Per
Unit
   Maximum
Aggregate
Offering
Price (1)(2)
   Fee
Rate
   Amount of
Registration
Fee
 
Newly Registered Securities
Fees to Be
Paid
  Equity  Series 1 Units, each unit consisting of one ordinary share, and one Series 2023-A Warrants, each to purchase one ordinary share  Rule 457(o)            $10,000,000    $110.20 per $1,000,000   $1102.00 
Fees to Be Paid  Equity  Ordinary shares included in the units  Rule 457(g)             -(5)          
Fees to be Paid  Equity  Series 2023-A Warrants included in the units(4)  Rule 457(g)             -(5)          
Fees to be Paid  Equity  Ordinary shares underlying the Series 2023-A Warrants included in the units (at an exercise price of 100% of the price of the units)  Rule 457(o)            $10,000,000    $110.20 per $1,000,000   $1102.00 
Fees to be Paid  Equity  Series 2 Units, each consisting of One Pre-Funded Series 2023-B Warrant to Purchase
One Ordinary Share and One Series 2023-A Warrant
to Purchase One Ordinary Share
  Rule 457(o)            $10,000,000    $110.20 per $1,000,000   $1102.00 
Fees to be Paid  Equity  Pre-Funded Series 2023-B Warrant to Purchase
One Ordinary Share and One Series 2023-A Warrant
to Purchase One Ordinary Share
  Rule 457(g)                         
Fees to be Paid  Equity  Ordinary Shares in Pre-Funded Series 2023-B Warrants  457(o)            $10,000,000    $110.20 per $1,000,000   $1102.00 
Fees to be Paid  Equity  Series 2023-A Warrants  457(g)                         
Fees to be Paid  Equity  Ordinary Shares Underlying Series 2023-A Warrants  457(o)            $10,000,000    $110.20 per $1,000,000   $1102.00 
Fees to Be Paid  Equity  Warrants to be issued to the Placement Agent  Rule 457(g)                         
Fees to Be Paid  Equity  Ordinary Shares underlying Warrants to be issued to the Placement Agent(6)  Rule 457(o)            $625,000    $110.20 per $1,000,000   $68.88 
Fees
Previously
Paid
  -  -  -   -    -    -    -    - 
                     
Total Offering Amounts       $50,625,000        $5578.88 
Total Fees Previously Paid                 $0.00 
Total Fee Offsets                 $0.00 
Net Fee Due                 $5578.88 

 

(1) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933 (the “Securities Act”).
(2) The registration fee is calculated in accordance with Rule 457(o) under the Securities Act.
(3) Includes common shares and warrants that may be purchased by the underwriters pursuant to their option to purchase additional common shares and warrants to cover over-allotments.
(4) Pursuant to Rule 416 under the Securities Act, there are also being registered such indeterminate number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(5) No registration fee required pursuant to Rule 457(g).
(6) We have agreed to issue to _________________., as placement agent (the “Placement Agent”), warrants (the “Compensation Warrants”) that are immediately exercisable at an exercise price of US$[●], representing up to __.0% of the Common Shares (as defined herein) included in the units issued in the offering. Resales of the Compensation Warrants on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, as amended, are registered hereby. Resales of Common Shares issuable upon exercise of the Compensation Warrants (the “Compensation Warrant Shares”) are also being similarly registered on a delayed or continuous basis hereby. As estimated solely for the purpose of recalculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Compensation Warrants is $625,000, which is equal to 125% of $500,000 (5.0% of $10,000,000. See “Plan of Distribution”.