S-1/A EX-FILING FEES 0000894556 333-293534 true true false N/A 0000894556 1 2026-04-08 2026-04-08 0000894556 1 2026-04-08 2026-04-08 0000894556 2 2026-04-08 2026-04-08 0000894556 3 2026-04-08 2026-04-08 0000894556 2026-04-08 2026-04-08 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

CitroTech Inc.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
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, $0.001 par value per share   (1)   Other   8,068,569   $ 8.80   $ 71,003,407.20   0.0001381   $ 9,805.57
                                           
Total Offering Amounts:   $ 71,003,407.20         9,805.57
Total Fees Previously Paid:               0.00
Total Fee Offsets:               2,786.23
Net Fee Due:             $ 7,019.34

__________________________________________
Offering Note(s)

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers an undetermined number of shares of common stock, par value $0.0001 per share (the “Common Stock”), of CitroTech Inc. (the “Company”) that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder.

Consists of 8,068,569 shares of Common Stock (the “Shares”) registered for resale by the selling stockholders identified in this registration statement, or their permitted transferees, and includes: (i) 2,296,426 shares of Common Stock issuable upon conversion of 688,922 shares of Series C preferred stock issued to investors in a private placement offering on September 30, 2025 (the “September 2025 Private Placement”) and subsequent private placement offering on October 21, 2025 (the “October 2025 Private Placement” and together, with the September 2025 Private Placement, the “2025 Private Placements”); (ii) 2,429,641 shares of Common Stock issuable upon the exercise of warrants issued to investors in the 2025 Private Placements, (iii) an aggregate of 925,834 shares of Common Stock issued to debtholders upon the conversion of convertible debt and (iv) 2,416,668 shares of Common Stock.

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $8.80, which is the average of the high and low prices for the registrant’s Common Stock on the NYSE American on April 2, 2026, which date is within five business days prior to filing this registration statement.

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
                                                         
Rule 457(p)
Fee Offset Claims   CitroTech Inc.    (1)   S-1   333-282611   10/11/2024       $ 2,640.98   Equity   Common Stock, par value $0.0001 per share         $ 17,250,000.00   $  
Fee Offset Claims   CitroTech Inc.    (2)   S-1   333-282611   10/11/2024         145.25   Equity   Common Stock issuable upon the exercise of the representative's warrants           948,750.00      
Fee Offset Sources   CitroTech Inc.    (3)   S-1   333-282611       10/11/2024                               2,786.23
                                                         

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

(1) The Company previously paid a registration fee of $2,786.23 in connection with the registration of shares of Common Stock, representative’s warrants, and Common Stock issuable upon the exercise of representative’s warrants, with a proposed maximum aggregate offering price of $18,198,750, all under that Registration Statement on Form S-1 (File No. 333-282611) initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 11, 2024, as amended on December 31, 2024, February 14, 2025, May 27, 2025, June 12, 2025, July 3, 2025, August 4, 2025, August 8, 2025 and August 11, 2025 (as amended, the “Prior S-1”). The Prior S-1 was not declared effective, and no securities were sold thereunder. The Prior S-1 was withdrawn by filing a Form RW with the SEC on August 19, 2025. In accordance with Rule 457(p) under the Securities Act, the Company is using the $2,786.23 aforementioned unused filing fees previously paid by the Company in connection with its filing of the Prior S-1 to offset a portion of the filing fee payable in connection with this registration statement. As a result of such offset, the Company will owe $7,019.34 in connection with the filing of this registration statement.

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

(2) The Company previously paid a registration fee of $2,786.23 in connection with the registration of shares of Common Stock, representative’s warrants, and Common Stock issuable upon the exercise of representative’s warrants, with a proposed maximum aggregate offering price of $18,198,750, all under that Registration Statement on Form S-1 (File No. 333-282611) initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 11, 2024, as amended on December 31, 2024, February 14, 2025, May 27, 2025, June 12, 2025, July 3, 2025, August 4, 2025, August 8, 2025 and August 11, 2025 (as amended, the “Prior S-1”). The Prior S-1 was not declared effective, and no securities were sold thereunder. The Prior S-1 was withdrawn by filing a Form RW with the SEC on August 19, 2025. In accordance with Rule 457(p) under the Securities Act, the Company is using the $2,786.23 aforementioned unused filing fees previously paid by the Company in connection with its filing of the Prior S-1 to offset a portion of the filing fee payable in connection with this registration statement. As a result of such offset, the Company will owe $7,019.34 in connection with the filing of this registration statement.

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

(3) The Company previously paid a registration fee of $2,786.23 in connection with the registration of shares of Common Stock, representative’s warrants, and Common Stock issuable upon the exercise of representative’s warrants, with a proposed maximum aggregate offering price of $18,198,750, all under that Registration Statement on Form S-1 (File No. 333-282611) initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 11, 2024, as amended on December 31, 2024, February 14, 2025, May 27, 2025, June 12, 2025, July 3, 2025, August 4, 2025, August 8, 2025 and August 11, 2025 (as amended, the “Prior S-1”). The Prior S-1 was not declared effective, and no securities were sold thereunder. The Prior S-1 was withdrawn by filing a Form RW with the SEC on August 19, 2025. In accordance with Rule 457(p) under the Securities Act, the Company is using the $2,786.23 aforementioned unused filing fees previously paid by the Company in connection with its filing of the Prior S-1 to offset a portion of the filing fee payable in connection with this registration statement. As a result of such offset, the Company will owe $7,019.34 in connection with the filing of this registration statement.