Form: S-4

Registration of securities issued in business combination transactions

July 31, 2024

Documents

0001880319N/AfalseFollowing the effectiveness of this registration statement, Perimeter Solutions, SA (“Perimeter Luxembourg”) intends, subject to the approval of the Perimeter Luxembourg shareholders, to convert (the “Redomiciliation Transaction”) Perimeter Luxembourg into a corporation incorporated under the laws of the State of Delaware, after which, Perimeter Luxembourg will continue as an entity under the name “Perimeter Solutions, Inc.” (“Perimeter Delaware”). All securities being registered will be issued by Perimeter Delaware following the Redomiciliation Transaction.Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001476.The number of shares of Common Stock of Perimeter Delaware being registered represents the number of publicly traded Ordinary Shares of Perimeter Luxembourg as of the date of the initial filing of this registration statement, all of which publicly traded shares will automatically convert by operation of law on a one-for-one basis into shares of Common Stock of Perimeter Delaware in connection with the Redomiciliation Transaction.Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $8.86, which is the average of the high 9.03 and low $8.69 prices of Ordinary Shares of Perimeter Luxembourg on The New York Stock Exchange on July 25, 2024 (such date being within five business days of the date that this registration statement was first filed with the SEC). 0001880319 2024-07-31 2024-07-31 0001880319 1 2024-07-31 2024-07-31 iso4217:USD xbrli:pure xbrli:shares
EX-FILING
FEES
Calculation of Filing Fee Tables
Form
S-4
(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
Newly Registered Securities
Fees to be Paid
   
Equity
   
Common Stock, par value $0.0001 per share
(1)(2)
   
457(c) and 457(f)(1)
   
135,584,183
(3)
   
$8.86
(4)
   
$1,201,275,861.38
  
0.0001476
   
$177,308.32
(5)
Fees Previously Paid
                  
—
   
—
   
—
        
—
     Total Offering Amounts        
$1,201,275,861.38
  
0.0001476
   
$177,308.32
(5)
     Total Fees Previously Paid        
—
        
—
     Total Fee Offsets        
—
        
—
     Net Fee Due                  
$177,308.32
(5)
 
(1)
Following the effectiveness of this registration statement, Perimeter Solutions, SA (“Perimeter Luxembourg”) intends, subject to the approval of the Perimeter Luxembourg shareholders, to convert (the “Redomiciliation Transaction”) Perimeter Luxembourg into a corporation incorporated under the laws of the State of Delaware, after which, Perimeter Luxembourg will continue as an entity under the name “Perimeter Solutions, Inc.” (“Perimeter Delaware”). All securities being registered will be issued by Perimeter Delaware following the Redomiciliation Transaction.
 
(2)
Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
 
(3)
The number of shares of Common Stock of Perimeter Delaware being registered represents the number of publicly traded Ordinary Shares of Perimeter Luxembourg as of the date of the initial filing of this registration statement, all of which publicly traded shares will automatically convert by operation of law on a
one-for-one
basis into shares of Common Stock of Perimeter Delaware in connection with the Redomiciliation Transaction.
 
(4)
Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $8.86, which is the average of the high 9.03 and low $8.69 prices of Ordinary Shares of Perimeter Luxembourg on The New York Stock Exchange on July 25, 2024 (such date being within five business days of the date that this registration statement was first filed with the SEC).
 
(5)
Calculated pursuant to Rule 457 under the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001476.