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

Newly Registered Securities

Fees to be Paid

Equity

Common Stock, par value $0.0001 per share

Rule 457(o)

(1)

(2)

(2)

Equity

Preferred Stock, par value

$0.0001 per share

Rule 457(o)

(1)

(2)

(2)

Debt

Debt Securities

Rule 457(o)

(1)

(2)

(2)

Other

Warrants

Rule 457(o)

(1)

(2)

(2)

Other

Units

Rule 457(o)

(1)

(2)

(2)

Unallocated

(Universal)

Shelf

—

Rule 457(o)

(1)

(2)

$250,000,000

$0.0001531

$38,275.00(3)

Carry Forward Securities

Carry Forward Securities

—

—

—

—

—

—

—

—

—

—

—

Total Offering Amounts

$250,000,000(4)

$38,275.00

Total Fees Previously Paid

Total Fee Offsets

$9,270.00(5)

Net Fee Due

$29,005.00

(1)

Includes an indeterminate number of securities at indeterminate prices that may be issued from time to time in primary offerings or upon exercise, conversion or exchange of any securities registered hereunder that provide for exercise, conversion or exchange. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the securities registered hereunder include such indeterminate number of securities as may be issuable with respect to the securities being registered hereunder as a result of share splits, share dividends or similar transactions.

(2)

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant Instruction 2.A.ii.b. of the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form S-3 The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $250,000,000.

(3)

The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act..

(4)

 The registrant has previously registered the offer and sale of up to $500,000,000 of securities pursuant to the Registration Statement on Form S-3 (File No. 333-263587), as filed by the Company with the Securities and Exchange Commission on March 15, 2022 (the “Prior Registration Statement”) and on March 22, 2024, the registrant filed a prospectus supplement, which registered the offer and sale of up to $100,000,000 of shares of the registrant’s common stock (the “Previous ATM Prospectus”) under the terms of an Open Market Sale AgreementSM with Jefferies LLC, of which $100,000,000 of securities remain unsold (the “Unsold Securities”). We paid a registration fee of $9,270 with respect to the $100,000,000 of securities that may be issued or sold pursuant to the Previous ATM Prospectus. As of the date of this registration statement, we have sold $0 pursuant to the Previous ATM Prospectus. We are registering the offer and sale of the Unsold Securities pursuant to the Previous ATM Prospectus.

(5)

Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies $9,270 of the registration fee previously paid in connection with the Previous ATM Prospectus in connection with the Unsold Securities to offset the registration fees that are payable in connection with the registration of securities on this registration statement. Pursuant to Rule 457(p) under the Securities Act, the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

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

Rule 457(p)

Fee

Offset

Claims

Adicet Bio, Inc.

S-3

333-263587

March 15,2022

—

$ 9,270

Unallocated

(Universal)

Shelf

Unallocated

(Universal)

Shelf

(1)

$100,000,000

—

Fee

Offset

Sources

Adicet Bio, Inc.

S-3

333-263587

—

March 15, 2022

—

—

$ 46,350

(1)

See Notes (1), (4) and (5) under Table 1 above.