Form: S-1

General form for registration of securities under the Securities Act of 1933

July 16, 2024

Exhibit 107

Calculation of Filing Fee Tables

FORM S-1

(Form Type)

MultiSensor AI Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities*

Security

Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit (1)

Maximum
Aggregate
Offering Price

Fee
Rate

Amount of
Registration
Fee(1)

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

Common Stock, $0.0001 par value per share (2)

457(c)

2,772,000

$

1.62 

$

4,496,184.00

0.00014760

$

663.64

Fees to Be Paid

Equity

Common Stock, $0.0001 par value per share, underlying debentures(2)

457(c)

6,602,439

$

1.62 

 $

10,709,156.06

0.00014760

$

1,580.67

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$

2,244.31

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$

2,244.31

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended, based upon the average of the high and low prices for a share of the registrant’s common stock as reported on The NASDAQ Capital Market on July 12, 2024.

(2)

Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.


Table 2: Fee Offset Claims and Sources

N/A

2