(1) |
Consists
of (i) 81,818 ordinary shares of the Company, par value
$0.0001 per share (the “Ordinary Shares”) issued to Roth pursuant to the terms of the Roth Agreement; (ii)
1,027,996 Ordinary Shares issued to Pine Mountain upon conversion of the PIPE Note; and (iii) 28,360,373 Ordinary Shares, issued
pursuant to the terms of the Creditor Share Purchase Agreement. |
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(2) |
Estimated solely
for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering
price per share and proposed maximum aggregate offering price are based upon the average of the high $0.6100 and low $0.5620
sale prices of our Ordinary Shares on June 26, 2025 (such date being within five business days of the date that this
registration statement on Form S-1 was first filed with the Securities and Exchange Commission), as reported on the Nasdaq
Global Market. |
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(3) |
A registration
fee of $1,553.965 was previously paid with the initial filing of this registration statement on Form S-1 on February 14,
2025. |
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(4) |
Excluded in accordance with Rule 457(o) under the Securities
Act. |
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(5) |
Reflects
(i) up to $10,000,000 Ordinary Shares to be sold by the Company to Arena Business Solutions Global SPC II, Ltd, an exempted company
with limited liability incorporated under the laws of Cayman Islands (“Arena”), pursuant to the Purchase Agreement, dated
as of February 10, 2025 between the Company and Arena (the “ELOC Purchase Agreement”) and (ii) up to $200,000
Ordinary Shares issued to Arena as a commitment fee upon the execution of the ELOC Purchase Agreement. |