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F-3 EX-FILING FEES 0001874252 true false N/A 0001874252 1 2025-12-05 2025-12-05 0001874252 10 2025-12-05 2025-12-05 0001874252 2 2025-12-05 2025-12-05 0001874252 3 2025-12-05 2025-12-05 0001874252 4 2025-12-05 2025-12-05 0001874252 5 2025-12-05 2025-12-05 0001874252 6 2025-12-05 2025-12-05 0001874252 7 2025-12-05 2025-12-05 0001874252 8 2025-12-05 2025-12-05 0001874252 9 2025-12-05 2025-12-05 0001874252 1 2025-12-05 2025-12-05 0001874252 2 2025-12-05 2025-12-05 0001874252 2025-12-05 2025-12-05 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

F-3

Mainz Biomed N.V.

Table 1: Newly Registered and Carry Forward Securities

                                                             
Line Item Type   Security Type   Security Class Title   Notes   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   Ordinary shares    (1)   457(o)       $     $     0.0001381   $                 $  
Fees to be Paid   Equity   Preferred shares    (2)   457(o)                   0.0001381                        
Fees to be Paid   Equity   Warrants    (3)   457(o)                   0.0001381                        
Fees to be Paid   Other   Units    (4)   457(o)                   0.0001381                        
Fees to be Paid   Unallocated (Universal) Shelf        (5)   457(o)               29,995,991.00   0.0001381     4,143.00                  
Carry Forward Securities
Carry Forward Securities   Equity   Ordinary shares    (6)   415(a)(6)                             F-3   333-269091   01/06/2023      
Carry Forward Securities   Equity   Preferred shares    (7)   415(a)(6)                             F-3   333-269091   01/06/2023      
Carry Forward Securities   Equity   Warrants    (8)   415(a)(6)                             F-3   333-269091   01/06/2023      
Carry Forward Securities   Other   Units    (9)   415(a)(6)                             F-3   333-269091   01/06/2023      
Carry Forward Securities   Unallocated (Universal) Shelf        (10)   415(a)(6)       $     $ 120,004,009.00       $     F-3   333-269091   01/06/2023   $ 16,530.00
                                                             
Total Offering Amounts:   $ 150,000,000.00         20,716.00                  
Total Fees Previously Paid:                                  
Total Fee Offsets:               13,224.00                  
Net Fee Due:             $ 7,492.00                  

__________________________________________
Offering Note(s)

(1) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.
(2) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.
(3) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.
(4) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.
(5) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act and reflects the maximum offering price of securities registered hereunder in the primary offering. The proposed maximum aggregate offering price of each class of securities offered by the registrant 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 securities pursuant to the General Instruction II.C. of Form F-3 under the Securities Act.
(6) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.
(7) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.
(8) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.
(9) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.
(10) An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The ordinary shares being registered include those that underlie any preferred shares, warrants or units registered hereby. The preferred shares being registered include those that underlie any warrants or units registered hereby. The warrants being registered include those that underlie any units registered hereby.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act and reflects the maximum offering price of securities registered hereunder in the primary offering. The proposed maximum aggregate offering price of each class of securities offered by the registrant 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 securities pursuant to the General Instruction II.C. of Form F-3 under the Securities Act.

On December 30, 2022, we filed with the SEC a registration statement on Form F-3 (File No. 333-269091) utilizing a shelf registration process, (which was declared effective on January 6, 2023 (the “2023 F-3”)). Under this shelf registration process, we were initially entitled to, from time to time, sell up to $150,000,000 million in the aggregate of ordinary shares, preferred shares, or units. Following sales made pursuant to prospectus supplements to the 2023 F-3, we have $120,004,009 worth of unsold securities left under the 2023 F-3, and we are carrying forward such securities in this registration statement. As such securities represent 80.0% of the 2023 F-3, we are offsetting 80.% of the previous filing fee of US$16,530, or US$13,224.

Table 2: Fee Offset Claims and Sources

                                                         
Line Item Type   Registrant or Filer Name   Notes   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
                                                         
Rules 457(b) and 0-11(a)(2)
Rule 457(p)
Fee Offset Claims   Mainz Biomed N.V.    (1)   F-3   333-269091   12/30/2022       $ 13,224.00   Unallocated (Universal) Shelf   Ordinary Shares Preferred Shares Warrants Units         $ 120,004,009.00   $  
Fee Offset Sources   Mainz Biomed N.V.        F-3   333-269091       12/30/2022                               13,224.00
                                                         

__________________________________________
Rule 457(p) Statement of Withdrawal, Termination, or Completion:

(1) Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under this registration statement by $13,224, which represents the portion of the registration fee previously paid with respect to $120,004,009 of unsold securities (the “Unsold Offset Securities”) previously registered on the Prior Registration Statement. The offering of the Unsold Offset Securities pursuant to the 2023 F-3 associated with the claimed fee offset pursuant to Rule 457(p) will have been completed or terminated upon effectiveness of this registration statement.