CSLM S4 Registration of securities issued in business combination transactions

0002033383EX-FILING FEES 0002033383 2024-11-27 2024-11-27 0002033383 1 2024-11-27 2024-11-27 0002033383 2 2024-11-27 2024-11-27 0002033383 3 2024-11-27 2024-11-27 0002033383 4 2024-11-27 2024-11-27 iso4217:USD xbrli:pure

Exhibit 107

Calculation of Filing Fee Tables

Form

S-4

(Form Type)

CSLM Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

CALCULATION OF REGISTRATION FEE

FORM

S-4

(Form Type)



	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee(3)

Fees to be paid	Equity	Common Stock, $0.0001 par value per share (1)	457(f)	20,000,000(1)	0.0000004(2)	$666.67	$0.0001531	$0.10

Fees to be paid	Equity	Common Stock, $0.0001 par value per share (1)	457(f)	1,897,500(1)	0.0000004(2)	$63.25	$0.0001531	$0.01

Fees to be paid	Equity	Common Stock, $0.0001 par value per share (1)	457(f)	6,644,035(1)	0.0000004(2)	$221.47	$0.0001531	$0.03

Fees to be paid	Equity	Warrants to purchase Common Stock, $0.0001 par value per share held by public warrantholders(1)	457(f)	9,487,500(1)	0.07(4)	$664,125.00	$0.0001531	$101.68

	Total Offering Amounts					$665,076.39	$0.0001531	$101.82

	Total Fees Previously Paid							$—

	Net Fee Due							$101.82

(1)

Based on the maximum number of shares of Common Stock, $0.0001 par value per share (“

Common Stock

”), CSLM Holdings Ltd. (the “

Registrant

”) issuable upon a business combination (the “

Business Combination

”) involving CSLM Acquisition Corp. (“

CSLM

”), issuable as consideration in connection with the Merger Agreement to holders of ordinary shares of CSLM in accordance with the terms of the Merger Agreement, dated as of January 22, 2024. This number includes: (1) 20,000,000 Common Stock to be issued to the stockholders of Fusemachines Inc; (2) 1,897,500 shares of Common Stock to be issued to CSLM’s public stockholders for the shares issued to the public shareholders holding 18,975,000 CSLM rights, (3) 6,644,035 shares of Common Stock to be issued to holders of CSLM’s founder shares; and (4) 9,487,500 warrants to purchase Common Stock to be issued to holders of CSLM public warrants. Pursuant to Rule 416(a) of 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

sub-divisions,

share dividends or similar transactions.

Table of Contents

(2)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Fusemachines Inc., a Delaware corporation, is a private company, and no market exists for its securities. CSLM Holdings Ltd. 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 acquired in the proposed merger, which is calculated by taking

one-third

of the product of the par value of $0.0001 and the maximum number of shares of Leading Partners Ltd. shares that may be exchanged in the merger, or 20,000,000 shares of Fusemachines Inc. Common Stock (computed as of November 25, 2024, the latest practicable date prior to the date of filing this registration statement, and inclusive of all shares of its ordinary shares issuable upon conversion of any securities convertible into or exercisable for shares).

(3)	Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0001531.

(4)	Estimated solely for the purpose of calculating the registration fee, based on the average high and low prices of CSLM’s public warrants on Nasdaq on November 22, 2024 ($0.07 per warrant) (such date being within five business days of the date that the Registration Statement was initially filed).

CSLM (FUSE) S-4Registration of securities issued in business combination transactions