Calculation of Registration Fee
Title of Each Class
of Securities to
Amount to be
Price Per Unit
Specific details relating to the fee calculation shall be furnished in notes to the table, including references to provisions
of Rule 457 (§230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information presented
in the table. If the filing fee is calculated pursuant to Rule 457(o) under the Securities Act, only the title of the class of securities
to be registered, the proposed maximum aggregate offering price for that class of securities and the amount of registration fee need
to appear in the Calculation of Registration Fee table. Any difference between the dollar amount of securities registered for such
offerings and the dollar amount of securities sold may be carried forward on a future registration statement pursuant to Rule 429 under
the Securities Act.
Eligibility Requirements for Use of Form S-1
This Form shall be used for the registration under the Securities Act of 1933 (“Securities Act”) of securities of all registrants
for which no other form is authorized or prescribed, except that this Form shall not be used for securities of foreign governments
or political subdivisions thereof.
Application of General Rules and Regulations
A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly those comprising
Regulation C (17 CFR 230.400 to 230.494) thereunder. That Regulation contains general requirements regarding the
preparation and filing of the registration statement.
Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to the content of the non-financial
statement portions of registration statements under the Securities Act. Where this Form directs the registrant to furnish
information required by Regulation S-K and the item of Regulation S-K so provides, information need only be furnished
to the extent appropriate.
III. Exchange Offers
If any of the securities being registered are to be offered in exchange for securities of any other issuer, the prospectus shall
also include the information which would be required by item 11 if the securities of such other issuer were registered on this Form.
There shall also be included the information concerning such securities of such other issuer which would be called for by Item 9 if
such securities were being registered. In connection with this instruction, reference is made to Rule 409.
IV. Roll-up Transactions
If the securities to be registered on this Form will be isued in a roll-up transction as defined in Item 901(c) of Regulation S-K
(17 CFR 229.901(c)), attention is directed to the requirements of Form S-4 applicable to roll-up transactions, including, but not limited
to, General Instruction I.
Registration of Additional Securities
With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the
registrant may file a registration statement consisting only of the following: the facing page; a statement that the contents of the
earlier registration statement, identified by file number, are incorporated by reference; required opinions and consents; the signature