F-1
EX-FILING FEES
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2025-09-15
2025-09-15
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2025-09-15
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2025-09-15
2025-09-15
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2025-09-15
2025-09-15
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2025-09-15
2025-09-15
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2025-09-15
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2025-09-15
2025-09-15
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2025-09-15
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xbrli:pure
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Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
F-1
Polibeli Group Ltd
Table 1: Newly Registered and Carry Forward Securities
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Line Item Type |
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Security Type |
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Security Class Title |
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Notes |
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Fee Calculation Rule |
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Amount Registered |
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Proposed Maximum Offering Price Per Unit |
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Maximum Aggregate Offering Price |
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Fee Rate |
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Amount of Registration Fee |
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Newly Registered Securities |
Fees to be Paid |
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Equity |
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Class A Ordinary Shares, par value $0.00001 per share |
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(1) |
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Other |
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4,467,494 |
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$ |
11.50 |
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$ |
51,376,181.00 |
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0.0001531 |
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$ |
7,865.69 |
Fees to be Paid |
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Equity |
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Class A Ordinary Shares, par value $0.00001 per share |
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(2) |
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Other |
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154,999 |
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9.0850 |
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1,408,165.91 |
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0.0001531 |
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215.59 |
Fees to be Paid |
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Equity |
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Warrants to purchase Class A Ordinary Shares |
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(3) |
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Other |
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154,999 |
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$ |
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$ |
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0.0001531 |
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$ |
0.00 |
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Total Offering Amounts: |
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$ |
52,784,346.91 |
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8,081.28 |
Total Fees Previously Paid: |
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0.00 |
Total Fee Offsets: |
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7,898.77 |
Net Fee Due: |
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$ |
182.51 |
__________________________________________
Offering Note(s)
(1) | |
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.
Represents 4,467,494 Class A Ordinary Shares to be issued by the Company upon exercise of 4,312,495 Public Warrants to purchase 4,312,495 Class A Ordinary Shares and 154,999 Private Warrants to purchase 154,999 Class A Ordinary Shares.
Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the Warrants. |
(2) | |
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.
Represents 154,999 Class A Ordinary Shares issuable upon the exercise of the Private Warrants.
Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(c) of the Securities Act, based on the average of the high ($9.43) and low ($8.74) prices for the Company Class A Ordinary Shares on Nasdaq as of September 19, 2025. |
(3) | |
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions.
Represents 154,999 Private Warrants registered for resale by the Selling Securityholders.
Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the Private Warrants and the entire fee is allocated to the underlying Class A Ordinary Shares. |
Table 2: Fee Offset Claims and Sources
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Line Item Type |
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Registrant or Filer Name
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Notes |
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Form or Filing Type
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File Number
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Initial Filing Date |
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Filing Date |
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Fee Offset Claimed |
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Security Type Associated with Fee Offset Claimed |
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Security Title Associated with Fee Offset Claimed |
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Unsold Securities Associated with Fee Offset Claimed |
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Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
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Fee Paid with Fee Offset Source |
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Rule 457(p) |
Fee Offset Claims |
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Polibeli Group Ltd |
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(1) |
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F-4 |
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333-285821 |
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03/14/2025 |
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$ |
7,625.87 |
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Equity |
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Class A Ordinary Shares underlying Public Warrants |
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4,312,495 |
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$ |
49,809,748.50 |
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$ |
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Fee Offset Claims |
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Polibeli Group Ltd |
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(2) |
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F-4 |
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333-285821 |
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03/14/2025 |
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272.90 |
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Equity |
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Class A Ordinary Shares underlying Private Warrants |
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155,000 |
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1,782,500.00 |
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Fee Offset Sources |
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Polibeli Group Ltd |
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(3) |
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F-4 |
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333-285821 |
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03/14/2025 |
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7,625.87 |
Fee Offset Sources |
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Polibeli Group Ltd |
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(4) |
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F-4 |
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333-285821 |
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03/14/2025 |
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272.90 |
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__________________________________________
Rule 457(p) Statement of Withdrawal, Termination, or Completion:
(1) | |
The Company previously registered 4,312,495 Class A Ordinary Shares issuable on the exercise of the Public Warrants and 155,000 Class A Ordinary Shares issuable on the exercise of the Private Warrants under a registration statement on Form F-4 (File No. 333-285821) (the “Prior Registration Statement”). None of these Warrants have been exercised and, consequently, none of those Class A Ordinary Shares have been issued or sold under the Prior Registration Statement. The Company has completed the offering that included these unissued Class A Ordinary Shares under the Prior Registration Statement. |
Rule 457(p) Statement of Withdrawal, Termination, or Completion:
(2) | |
The Company previously registered 4,312,495 Class A Ordinary Shares issuable on the exercise of the Public Warrants and 155,000 Class A Ordinary Shares issuable on the exercise of the Private Warrants under the Prior Registration Statement. None of these Warrants have been exercised and, consequently, none of those Class A Ordinary Shares have been issued or sold under the Prior Registration Statement. The Company has completed the offering that included these unissued Class A Ordinary Shares under the Prior Registration Statement. |
Rule 457(p) Statement of Withdrawal, Termination, or Completion:
(3) | |
The Company previously registered 4,312,495 Class A Ordinary Shares issuable on the exercise of the Public Warrants and 155,000 Class A Ordinary Shares issuable on the exercise of the Private Warrants under the Prior Registration Statement. None of these Warrants have been exercised and, consequently, none of those Class A Ordinary Shares have been issued or sold under the Prior Registration Statement. The Company has completed the offering that included these unissued Class A Ordinary Shares under the Prior Registration Statement. |
Rule 457(p) Statement of Withdrawal, Termination, or Completion:
(4) | |
The Company previously registered 4,312,495 Class A Ordinary Shares issuable on the exercise of the Public Warrants and 155,000 Class A Ordinary Shares issuable on the exercise of the Private Warrants under the Prior Registration Statement. None of these Warrants have been exercised and, consequently, none of those Class A Ordinary Shares have been issued or sold under the Prior Registration Statement. The Company has completed the offering that included these unissued Class A Ordinary Shares under the Prior Registration Statement. |