Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Duolingo, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount to be Registered (1)(2) | Proposed Maximum Offering Price Per Unit (3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A common stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h) | 2,337,034 | | $ | 87.24 | | $ | 199,697,065.03 | | $110.20 per $1,000,000 | $ | 22,006.62 | |
| Total Offering Amounts | | | | $ | 22,006.62 |
| Total Fee Offsets (4) | | | | — |
| Net Fee Due | | | | $ | 22,006.62 |
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) Consists of (i) 2,018,044 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of Duolingo, Inc. (the “Registrant”) that became available for issuance on January 1, 2023 under the Registrant’s 2021 Equity Incentive Plan, by operation of an automatic annual increase provision therein and (ii) 318,989 shares of Class A Common Stock that became available for issuance on January 1, 2023 under the Registrant’s 2021 Employee Stock Purchase Plan by operation of an automatic annual increase provision therein. Pursuant to the 2021 ESPP, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of the Registrant’s common stock on the first trading day of the offering period or on the exercise date.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Class A common stock as reported on The Nasdaq Stock Market LLC on February 27, 2023.
(4) The Registrant does not have any fee offsets.
