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) | |||||||||||||||||||||
| (3) | |||||||||||||||||||||
| (4) | |||||||||||||||||||||
| (5) | $ | $ | $ | ||||||||||||||||||
| Total Offering Amounts: | $ | ||||||||||||||||||||
| Total Fees Previously Paid: | |||||||||||||||||||||
| Total Fee Offsets: | |||||||||||||||||||||
| Net Fee Due: | $ | ||||||||||||||||||||
__________________________________________
Offering Note(s)
| (1) | The Merger Agreement provides, among other things, that (i) each outstanding share of Class A common stock of Everli (“Everli Class A Common Stock”) as of immediately prior to the time at which the Business Combination becomes effective (the “Effective Time”) (other than shares the holders of which exercise dissenters’ rights of appraisal) will be automatically converted into the right to receive a number of newly issued shares of New Melar Class A common stock (“New Melar Class A Common Stock”), equal to the Exchange Ratio (as defined in the Merger Agreement), (ii) each outstanding share of Class B common stock of Everli (“Everli Class B Common Stock”) as of immediately prior to the Effective Time (other than shares the holders of which exercise dissenters’ rights of appraisal) will be automatically converted into the right to receive a number of newly issued shares of New Melar Class B common stock (“New Melar Class B Common Stock”), equal to the Exchange Ratio. The amount to be registered represents shares of New Melar Class A Common Stock issuable in exchange for all outstanding Melar Class A ordinary shares (including Melar Class A ordinary shares to be issued upon conversion of Melar Class B ordinary shares) in connection with Domestication. Pursuant to Rule 457(f)(1) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $10.94, based on the average of the high ($10.95) and low ($10.93) prices of Melar Class A ordinary shares on the Nasdaq Capital Market on August 19, 2025 (such date being within five business days of the date that this registration statement was filed with the U.S. Securities and Exchange Commission (the “SEC”)). No cash is to be received or paid by Melar in connection with the securities to be issuable in connection with the Business Combination. For all securities set forth in this table, the amount to be registered also includes, pursuant to Rule 416(a), an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock splits or similar transactions. |
| (2) |
| (3) |
| (4) |
| (5) |