Form: POS AM

Post-effective amendment to a registration statement that is not immediately effective upon filing

May 2, 2022

Documents

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Perimeter Solutions, SA

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

     

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

Fees to

Be Paid

                                                

Fees

Previously

Paid

    Equity    Ordinary
Shares		    Other(1)    8,505,000(2)    $12.00    —    0.0000927    —
   Equity    Ordinary
Shares		    457(c)    116,304,810(3)    $11.50(4)    $1,337,505,315    0.0000927    $123,986.74
      Total Offering Amounts          X          $123,986.74
      Total Fees Previously Paid                      $123,986.74
      Total Fee Offsets                      $0.00
      Net Fee Due                      $0.00

 

(1)

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the prospectus included herein is a combined prospectus that also relates to securities that are registered on a registration statement on Form S-4 (File No. 333-259237) (the “Prior Registration Statement) and this registration statement constitutes a post-effective amendment to the Prior Registration Statement.

(2)

Consists of 8,505,000 Ordinary Shares (“Holdco Ordinary Shares”) of Perimeter Solutions, SA, a newly formed public company limited by shares (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (the “Holdco”) that may be issued upon exercise of warrants to purchase Holdco Ordinary Shares that were issued in the initial public offering of EverArc Holdings Limited, a company limited by shares incorporated with limited liability under the laws of the British Virgin Islands (“EverArc”) and were converted into warrants to purchase Holdco Ordinary Shares on the closing of the Business Combination (the “Business Combination”) between Holdco, EverArc, SK Invictus Holdings S.à r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg (“SK Holdings”), SK Invictus Intermediate S.à r.l., a limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg (“Perimeter”), and EverArc (BVI) Merger Sub Limited, a company limited by shares incorporated with limited liability in the British Virgin Islands and a wholly-owned subsidiary of Holdco (“Merger Sub”). The Holdco Ordinary Shares issuable upon the exercise of the warrants described above (the “Warrant Shares”) are registered on the Prior Registration Statement and were transferred to this registration statement on Form S-1 pursuant to Rule 457(p).

(3)

Consists of the resale of Holdco Ordinary Shares issued to a limited number of qualified institutional buyers, institutional and individual accredited investors and to certain officers and directors of Holdco on the closing of the Business Combination.

(4)

Estimated solely to calculate the registration fee in accordance with Rule 457(c) of the Securities Act on the basis of the average of the high and low sales prices of the EverArc Ordinary Shares as reported on the London Stock Exchange on October 29, 2021.