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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Ambrx Biopharma Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               

Security

Type

 

Security

Class

Title(1)

 

Fee

Calculation

Rule

 

Amount

Registered(2)

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee

               
Equity   Ordinary Shares, $0.0001 par value per share, Ambrx Biopharma Inc. 2021 Equity Incentive Plan   Rule 457(c) and Rule 457(h)   13,522,762(3)   $1.29(4)   $17,444,362.98(4)   0.00011020   $1,923.00
               
Equity   Ordinary Shares, $0.0001 par value per share, Ambrx Biopharma Inc. 2021 Employee Share Purchase Program   Rule 457(c) and Rule 457(h)   2,704,552(5)   $1.10(6)   $2,975,007.20(6)   0.00011020   $328.00
         
Total Offering Amounts     $20,419,370.18     $2,251.00
         
Total Fee Offsets        
         
Net Fee Due               $2,251.00

 

(1)

These ordinary shares, par value $0.0001 per share (“Ordinary Shares”), may be represented by the American Depositary Shares (“ADSs”) of Ambrx Biopharma Inc. (the “Registrant”), each of which represents seven Ordinary Shares. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6, as amended (File No. 333-256765).

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the Ambrx Biopharma Inc. 2021 Equity Incentive Plan (the “2021 Plan”) or the Ambrx Biopharma Inc. 2021 Employee Share Purchase Program (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(3)

Represents 13,522,762 Ordinary Shares (an equivalent of 1,931,823 ADSs) reserved for future issuance pursuant to restricted share awards, share options and other equity-based awards under the 2021 Plan. The number of Ordinary Shares reserved for issuance under the 2021 Plan will automatically increase on January 1st of each year, commencing on January 1, 2022 and ending on (and including) January 1, 2031, by an amount equal to the 5% of the total number of Ordinary Shares outstanding on December 31st of the preceding calendar year, or such lesser number of Ordinary Shares as the Registrant’s board of directors (the “Board”) may designate prior to the applicable January 1st.


(4)

Estimated in accordance with Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee, and is based upon the price of $1.29 per Ordinary Share (or $9.02 per ADS), which was the average of the high and low prices of the Registrant’s ADSs as reported on the Nasdaq Global Select Market on March 24, 2023.

(5)

Represents 2,704,552 Ordinary Shares (an equivalent of 386,364 ADSs) reserved for future issuance pursuant to awards granted under the 2021 ESPP. The number of Ordinary Shares reserved for issuance under the 2021 ESPP will automatically increase on January 1st of each year, commencing on January 1, 2022 and ending on (and including) January 1, 2031, by an amount equal to the lesser of (i) 1% of the total number of Ordinary Shares outstanding on December 31st of the preceding calendar year, (ii) 5,187,625 Ordinary Shares; or (iii) such lesser number of Ordinary Shares as the Board may designate prior to the applicable January 1st.

(6)

Estimated in accordance with Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee, and is based upon the price of $1.29 per Ordinary Share (or $9.02 per ADS), which was average of the high and low prices of the Registrant’s ADSs as reported on the Nasdaq Global Select Market on March 24, 2023, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP.