0002065779 EX-FILING FEES S-4/A 0002065779 2026-06-10 2026-06-10 0002065779 1 2026-06-10 2026-06-10 0002065779 2 2026-06-10 2026-06-10 0002065779 3 2026-06-10 2026-06-10 0002065779 4 2026-06-10 2026-06-10 0002065779 5 2026-06-10 2026-06-10 0002065779 2 2026-06-10 2026-06-10 0002065779 1 2026-06-10 2026-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

N/A

Exhibit 107

 

Calculation of Filing Fee Tables

 

S-4

 

D. Boral ARC Merger Corporation

 

Table 1: Newly Registered and Carry Forward Securities ☐ Not Applicable

 

    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
Newly Registered Securities
Fees Previously Paid 1 Equity Class A Common Stock, par value $0.0001 per share, to be issued to shareholders of D. Boral ARC Acquisition I Corp. (“BCAR”) Other 41,200,000 $10.67 $439,604,000 0.00013810 $60,709.32        
Fees Previously Paid 2 Other Warrants of BCAR Other 14,100,000 $0.00 $0.00   $0.00        
Fees Previously Paid 3 Equity Class A Common Stock issuable upon exercise of Warrants of BCAR 457(a) 14,100,000 $1.59 $22,419,000 0.00013810 $3,096.06        
Fees Previously Paid 4 Equity Class A Common Stock, par value $0.0001 per share, to be issued to shareholders of Exascale Labs Holdings Inc.(“Exascale”) Other 19,256,000   $57,768 0.00013810 $7.98        
Fees to be Paid 5 Equity Class B Common Stock, par value $0.0001 per share, to be issued to certain shareholders of Exascale Other 30,744,000   $92,232   $12.74        
Carry Forward Securities
Carry Forward Securities                          
Total Offering Amounts:   $462,173,000   $63,826.10      
Total Fees Previously Paid:       $0.00        
Total Fee Offsets:       $63,826.10        
Net Fee Due:       $0.00        

 

 

 

 

Offering Note

 

1 Represents Common Stock issuable, pursuant to the Business Combination described in the proxy statement/prospectus forming part of this registration statement, to holders of (i) 29,000,000 Class A ordinary shares of BCAR, (ii) 12,000,000 Class B ordinary shares of BCAR, and (iii) 200,000 Class A ordinary shares of BCAR underlying the private units, each consisting of one Class A ordinary share and one -half of one warrant (the “Private Units”), issued in a private placement that closed concurrently with BCAR’s initial public offering. The per unit price is estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum aggregate is based on the average of the high and low prices of BCAR Class A Ordinary Shares, as quoted on the Nasdaq Global Market on May 8, 2026, which was approximately $10.67 per share 
2 Represents the warrants issuable to holders of 14,000,000 public warrants of BCAR and 100,000 private warrants of BCAR. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations and pursuant to Rule 457(g) of the Securities Act, the registration fee with respect to the warrants has been allocated to the Common Stock underlying BCAR’s public warrants, and those shares of Class A Common Stock are included in the total registration fee. 
3 Represents 14,000,000 shares of Common Stock underlying BCAR’s public warrants and 100,000 shares of Common Stock underlying BCAR’s private warrants, with the per unit price estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per share is based on the average of the high and low prices of BCAR’s public warrants as quoted on Nasdaq Global Market on May 8, 2026, which was $1.59 per warrant. 
4 Rule 457(f) Fee Calculation Details

The amount to be registered represents the maximum amount of Class A Common Stock issuable to the stockholders of Exascale in connection with the Business Combination described in the proxy statement/prospectus forming part of this registration statement. The value per share of the securities to be received by Exascale upon the issuance of such securities and the proposed maximum offering price per share is estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act. Exascale is a private company, no market exists for its securities, and Exascale has an accumulated deficit. Therefore, the proposed maximum offering price per share is one-third of the aggregate par value of the securities expected to be exchanged in the Business Combination. No cash is to be received or paid by BCAR in connection with the securities to be exchanged in the Business Combination. 

 

Amount of
Securities
to be Received
or Cancelled
  Value per
Share of Securities
to be Received
or Cancelled
  Total Value
of Securities
to be Received
or Cancelled
  Cash Consideration
Received by
the registrant
  Cash Consideration
(Paid) by the
registrant
  Maximum Aggregate
Offering Price
19,256,000   $0.003   $57,768           $57,768

 

4 Rule 457(f) Fee Calculation Details

The amount to be registered represents the maximum amount of Class B Common Stock issuable to the certain stockholders of Exascale in connection with the Business Combination described in the proxy statement/prospectus forming part of this registration statement. The value per share of the securities to be received by Exascale upon the issuance of such securities and the proposed maximum offering price per share is estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act. Exascale is a private company, no market exists for its securities, and Exascale has an accumulated deficit. Therefore, the proposed maximum offering price per share is one-third of the aggregate par value of the securities expected to be exchanged in the Business Combination. No cash is to be received or paid by BCAR in connection with the securities to be exchanged in the Business Combination.

 

Amount of
Securities
to be Received
or Cancelled
  Value per
Share of Securities
to be Received
or Cancelled
  Total Value
of Securities
to be Received
or Cancelled
  Cash Consideration
Received by
the registrant
  Cash Consideration
(Paid) by the
registrant
  Maximum Aggregate
Offering Price
30,744,000   $0.003   $57,768           $92,232

 

2

 

 

Table 2: Fee Offset Claims and Sources  ☐ Not Applicable 

 

  Registrant or
Filer Name
Form or
Filing Type
File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims                      
Fee Offset Sources                      
Rule 457(p)
Fee Offset Claims D. Boral ARC Acquisition I Corp. S-4 333-295869 2026-05-14   $63,826.10 Equity        
Fee Offset Sources D. Boral ARC Acquisition I Corp. S-4 333-295869   2026-05-14   Equity       $63,826.10

 

Table 3: Combined Prospectuses  ☑ Not Applicable 

 

Security Type

Security Class Title

Amount of Securities
Previously Registered

Maximum Aggregate
Offering Price of
Securities Previously Registered

Form Type

File Number

Initial Effective Date

             

 

3