Exhibit 107.1
Calculation of Filing Fee Tables
(Form Type)
Skillsoft Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Maximum Aggregate
Value of Transaction
Fee rate
Amount of
Filing Fee
Fees to Be Paid
$ 436,119,788 0.0000927 $ 40,429.00
Fees Previously Paid
Total Transaction Valuation
$ 436,119,788
Total Fees Due for Filing
$ 40,429.00
Total Fees Previously Paid
Total Fee Offsets
Net Fee Due
$ 40,429.00
Title of each class of securities to which transaction applies: Class A common stock, par value $0.0001 per share, of Skillsoft Corp. (“Common Stock”)
Aggregate number of securities to which transaction applies: 34,197,719 shares of Common Stock
In accordance with Exchange Act Rule 0-11(c), the filing fee of $40,429.00 was determined by multiplying 0.0000927 by the aggregate merger consideration of $436,119,788. Solely for the purposes of calculating the filing fee, the aggregate merger consideration was calculated based upon on the sum of: (i) the base cash consideration value of $204,943,210; and (ii) the base share consideration value of $231,176,578, which is the product of: (A) the quotient of: (1) $320,056,790 and (2) $9.35901; and (B) $6.76, the average of the high and low prices of Skillsoft Corp. common stock as reported by the New York Stock Exchange on February 4, 2022.
Table 2: Fee Offset Claims and Sources
or Filer Name
Form or
Filing Type
Filing Date
Fee Offset
Fee Paid with
Fee Offset Source
Fee Offset Claims
Fee Offset Sources