Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
Table 1: Newly Registered and Carry Forward Securities
| Line Item Type | Security Type | Security Class Title | Notes | Fee Calculation Rule |
Amount Registered | Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||
| Newly Registered Securities | |||||||||||||||||||||
| (1) | $ | $ | $ | ||||||||||||||||||
| (2) | $ | $ | $ | ||||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||||
| Total Fees Previously Paid: | |||||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||||
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Offering Note(s)
| (1) | Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated thereby (the “Closing”), among other matters, (i) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of CAC (“CAC Class B Ordinary Shares”), will automatically convert into one Class A ordinary share, par value $0.0001 per share, of CAC (the “CAC Class A Ordinary Shares”), (ii) the holders of CAC Class A Ordinary Shares will receive one Pubco Ordinary Share for each CAC Class A Ordinary Share held by such CAC shareholder, and (iii) each holder of one right that was included as part of each CAC unit issued upon the closing of the CAC’s initial public offering entitling the holder thereof to receive one-seventh (1/7th) of a CAC Class A Ordinary Share upon the Closing will receive one Pubco Ordinary Share in exchange for every seven (7) CAC rights held by such holder. The securities being registered represent an estimated number of Pubco Ordinary Shares issuable pursuant to the Business Combination Agreement in exchange for an equivalent amount of (i) 3,407,292 CAC Class A Ordinary Shares held by CAC public shareholders (including (A) 2,550,149 CAC Class A Ordinary Shares, assuming no additional redemption at Closing, and (B) 857,143 CAC Class A Ordinary Shares being converted from 6,000,000 CAC rights upon the Closing), and (ii) an aggregate of 1,977,760 CAC Ordinary Shares, consisting of, (1)1,464,000 CAC Ordinary Shares held by Hercules Capital Management VII Corp (the “Sponsor”) or its permitted transferees, (2) 234,290 CAC Ordinary Shares underlying 234,290 CAC private placement units held by the Sponsor or its permitted transferees, (3) 33,470 CAC Ordinary Shares to be converted from 234,290 CAC rights underlying 234,290 CAC private placement units held by the Sponsor or its permitted transferees, (4) 36,000 CAC Ordinary Share held by CAC’s former and current directors, and (5) 210,000 CAC Ordinary Shares held by Alliance Global Partners. Pursuant to Rule 416(a) of Regulation C under the Securities Act of 1933, as amended (the “Securities Act”), 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. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(1) of the Securities Act, the proposed maximum offering price is calculated based on the average of the high ($10.68) and low ($10.64) prices of the CAC Class A Ordinary Shares on the Nasdaq Global Market on June 17, 2026, a recent date for which the reported high and low prices of the CAC Class A Ordinary Shares were available prior to the initial filing of the Registration Statement (and such date being within five (5) business days prior to the date that the Registration Statement was first filed with the U.S. Securities and Exchange Commission (the “SEC”)). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. |
| (2) | Pursuant to Rule 416(a) of Regulation C under the Securities Act of 1933, as amended (the “Securities Act”), 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. Calculated in accordance with Rule 457(f)(2) promulgated under the Securities Act based on the book value of the equity of the Company as of December 31, 2025, the latest practicable date for which such information is available, of $6,300,325. |