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Calculation of Filing Fee |
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| Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable |
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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 |
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| Newly Registered Securities | |||||||||||||
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1 |
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$
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$
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| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
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Total Offering Amounts: |
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$
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Total Fees Previously Paid: |
$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
Rule 457(f) Fee Calculation Details
(1) Based on the maximum number of Ordinary Shares, par value $0.0001 per share, of CubeBio Holdings Limited (the "Registrant") issuable in connection with the business combination (the "Business Combination") involving Mountain Crest Acquisition Corp. V ("Mountain Crest"), pursuant to the Business Combination Agreement, dated as of August 29, 2024, as modified by the Joinder Agreement. This number includes: (i) 37,500,000 Ordinary Shares to be issued to the shareholders of CubeBio Co., Ltd. in the Share Swap; (ii) 300,000 Ordinary Shares to be issued in respect of Mountain Crest Founder Shares purchased by CubeBio; (iii) 125,000 Ordinary Shares to be issued in respect of Mountain Crest Founder Shares to be purchased by CubeBio; (iv) 72,123 Ordinary Shares to be issued to Mountain Crest's public stockholders; (v) 690,000 Ordinary Shares to be issued upon automatic conversion of 6,900,000 Public Rights; (vi) 22,300 Ordinary Shares to be issued upon automatic conversion of 223,000 Private Rights; (vii) 1,300,000 Ordinary Shares to be issued to the Sponsor in respect of Founder Shares; (viii) 223,000 Ordinary Shares to be issued to the Sponsor in respect of private placement shares; (ix) 225,000 Ordinary Shares to be issued to the Sponsor in respect of note conversion shares; (x) 177,900 Representative Shares; (xi) 450,000 Ordinary Shares to be issued to Mountain Crest service providers; and (xii) 1,068,750 Ordinary Shares to be issued to Global Fund LLC in connection with the success fee payment. Pursuant to Rule 416(a) 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. (2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act. CubeBio Holdings Limited is a private company, and no market exists for its securities. CubeBio Holdings Limited has an accumulated capital deficit; therefore, pursuant to Rule 457(f)(2) under the Securities Act, the proposed maximum offering price is one-third of the aggregate par value of its Ordinary Shares being issued in the proposed business combination, which is calculated by taking one-third of the product of the par value of $0.0001 and the maximum number of shares of CubeBio Holdings Limited's Ordinary Shares that may be issued in the Business Combination, or 42,154,073 shares. (3) Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by the applicable fee rate. |
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| 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 | ||
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| 42,154,073 | $ 0.0000333 | $ 1,403.73 | $ 1,403.73 | ||||
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| Table 2: Fee Offset Claims and Sources | ☑Not Applicable |
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| 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 | |||
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| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Table 3: Combined Prospectuses | ☑Not Applicable |
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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 |
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