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F-1 EX-FILING FEES 0001738758 0001738758 1 2025-08-07 2025-08-07 0001738758 2 2025-08-07 2025-08-07 0001738758 3 2025-08-07 2025-08-07 0001738758 4 2025-08-07 2025-08-07 0001738758 5 2025-08-07 2025-08-07 0001738758 6 2025-08-07 2025-08-07 0001738758 7 2025-08-07 2025-08-07 0001738758 8 2025-08-07 2025-08-07 0001738758 2025-08-07 2025-08-07 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

F-1

Cheer Holding, Inc.

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
Fees to be Paid   Equity   Units, each consisting of: (i) one Class A Ordinary Share, $0.001 par value ("Class A Share"), or one Pre-Funded Warrant in lieu thereof; (ii) One Series A Warrant; and (iii) One Series B Warrant   (1)   457(o)       $     $ 12,000,000.00   0.0001531   $ 1,837.20
Fees to be Paid   Equity   Class A Shares included as part of the Units   (2)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Prefunded Warrants to purchase Class A Shares, included as part of the Units   (3)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Class A Shares issuable upon exercise of the Prefunded Warrants   (4)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Series A Warrants to purchase Class A Shares; ("Series A Warrants"), included as part of the Units   (5)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Class A Shares issuable upon exercise of the Series A Warrants   (6)   457(o)               12,640,000.00   0.0001531     1,935.19
Fees to be Paid   Equity   Series B Warrants to purchase Class A Shares ("Series B Warrants"), included as part of the Units   (7)   457(o)               0.00   0.0001531     0.00
Fees to be Paid   Equity   Class A Shares issuable upon exercise of the Series B Warrants   (8)   457(o)       $     $ 12,640,000.00   0.0001531   $ 1,935.19
                                           
Total Offering Amounts:   $ 37,280,000.00         5,707.58
Total Fees Previously Paid:                
Total Fee Offsets:               0.00
Net Fee Due:             $ 5,707.58

__________________________________________
Offering Note(s)

(1) The proposed maximum aggregate offering price of the Class A Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Warrants (each Pre-Funded Warrant exercisable for one Class A Share) offered and sold in the offering (plus the aggregate exercise price of the Class A Shares issuable upon exercise of the Pre-Funded Warrants), and as such the proposed aggregate maximum offering price of the Class A Shares and Pre-Funded Warrants (including Class A Shares issuable upon exercise of the Pre-Funded Warrants), if any, as well as the Class A Shares included in the Units and issuable upon exercise of the Series A Warrants and the Series B Warrants, is $12,000,000.

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of additional Class A Shares as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(2) The proposed maximum aggregate offering price of the Class A Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Warrants (each Pre-Funded Warrant exercisable for one Class A Share) offered and sold in the offering (plus the aggregate exercise price of the Class A Shares issuable upon exercise of the Pre-Funded Warrants), and as such the proposed aggregate maximum offering price of the Class A Shares and Pre-Funded Warrants (including Class A Shares issuable upon exercise of the Pre-Funded Warrants), if any, as well as the Class A Shares included in the Units and issuable upon exercise of the Series A Warrants and the Series B Warrants, is $12,000,000.
Fee calculated pursuant to Rule 457(o) and Rule 457(g). No separate fee is required pursuant to Rule 457(g) under the Securities Act.
(3) The proposed maximum aggregate offering price of the Class A Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Warrants (each Pre-Funded Warrant exercisable for one Class A Share) offered and sold in the offering (plus the aggregate exercise price of the Class A Shares issuable upon exercise of the Pre-Funded Warrants), and as such the proposed aggregate maximum offering price of the Class A Shares and Pre-Funded Warrants (including Class A Shares issuable upon exercise of the Pre-Funded Warrants), if any, as well as the Class A Shares included in the Units and issuable upon exercise of the Series A Warrants and the Series B Warrants, is $12,000,000.
Fee calculated pursuant to Rule 457(o) and Rule 457(g). No separate fee is required pursuant to Rule 457(g) under the Securities Act.
(4) Fee calculated pursuant to Rule 457(o) and Rule 457(g). No separate fee is required pursuant to Rule 457(g) under the Securities Act.
(5) Fee calculated pursuant to Rule 457(o) and Rule 457(g). No separate fee is required pursuant to Rule 457(g) under the Securities Act.
(6) The proposed maximum aggregate offering price of the Class A Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Warrants (each Pre-Funded Warrant exercisable for one Class A Share) offered and sold in the offering (plus the aggregate exercise price of the Class A Shares issuable upon exercise of the Pre-Funded Warrants), and as such the proposed aggregate maximum offering price of the Class A Shares and Pre-Funded Warrants (including Class A Shares issuable upon exercise of the Pre-Funded Warrants), if any, as well as the Class A Shares included in the Units and issuable upon exercise of the Series A Warrants and the Series B Warrants, is $12,000,000.

Solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum offering price of the Class A Shares issuable upon exercise of the Series A Warrants included in the Units that are proposed to be sold in the offering is $12,640,000 as each Series A Warrant is exercisable for one Class A Share at the assumed exercise price equal to $1.58 per share.

Fee calculated pursuant to Rule 457(o) and Rule 457(g). No separate fee is required pursuant to Rule 457(g) under the Securities Act.
(7) Fee calculated pursuant to Rule 457(o) and Rule 457(g). No separate fee is required pursuant to Rule 457(g) under the Securities Act.
(8) The proposed maximum aggregate offering price of the Class A Shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the aggregate offering price of the Pre-Funded Warrants (each Pre-Funded Warrant exercisable for one Class A Share) offered and sold in the offering (plus the aggregate exercise price of the Class A Shares issuable upon exercise of the Pre-Funded Warrants), and as such the proposed aggregate maximum offering price of the Class A Shares and Pre-Funded Warrants (including Class A Shares issuable upon exercise of the Pre-Funded Warrants), if any, as well as the Class A Shares included in the Units and issuable upon exercise of the Series A Warrants and the Series B Warrants, is $12,000,000.

Fee calculated pursuant to Rule 457(o) and Rule 457(g). No separate fee is required pursuant to Rule 457(g) under the Securities Act.

Solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum offering price of the Class A Ordinary Shares issuable upon exercise of the Series B Warrants included in the Units that are proposed to be sold in the offering is $12,640,000 as each Series B Warrant is exercisable for one Class A Share at the assumed exercise price of $1.58 per share.

A holder of the Series B Warrant may also effect an alternative cashless exercise option at any time. Under the alternative cashless exercise option, the holder of the Series B Warrant has the right to receive a number of Class A Shares as set forth in the applicable Series B Warrant, which will be more than the number of Class A Ordinary Shares that is issuable upon cash exercise or cashless exercise. The maximum number of Class A Ordinary Shares issuable under all Series B Warrants (including the alternative cashless exercise option) shall not exceed 65,000,000.