Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered⁽¹⁾

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 to be Paid

Equity

Japanese Depositary Shares⁽²⁾

457(h), 457(c)

727,949

$6.97 ⁽³⁾

$5,073,804.53

0.0001102

$560

Equity

Common Stock, $0.0001 par value per share⁽²⁾

Other

727,949

$6.97⁽³⁾

$5,073,804.53

N/A

—⁽⁴⁾

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$10,147,609.06

$560

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$560

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares that may be offered or issuable under the Techpoint, Inc. 2017 Stock Incentive Plan, as amended (the “2017 Stock Plan”) in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)

Each Japanese Depositary Share represents one share of Common Stock.

(3)

Estimated in accordance with Rule 457(h) and 457(c) under the Securities Act solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Japanese Depositary Shares as reported on the Growth Market on the Tokyo Stock Exchange on April 10, 2023, and converted into dollars at the average of  ¥132.62 = $1.00, which was the Telegraphic Transfer Middle Rate as per MUFG Bank, Ltd. (formerly Bank of Mitsubishi UFJ) as of April 10, 2023.

(4)

Pursuant to Rule 457(i) under the Securities Act, no additional filing fee is payable with respect to the shares of Common Stock issuable upon conversion of the Japanese Depositary Shares because no additional consideration will be received in connection with any such conversion.