Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Complete Solaria, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | | Security
Type | | Security
Class
Title(2) | | Fee
Calculation
or Carry
Forward
Rule | | Amount
Registered | | | Proposed
Maximum
Offering
Price Per
Unit | | | Maximum
Aggregate
Offering
Price | | | Fee
Rate | | | Amount of
Registration
Fee | | | 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, par value $0.0001 per share(1) | | Rule 457(o) | | | | (2) | | | | (3) | | | | (3) | | | — | | | | — | | | | | | | | | | | | | | | | | |
| | | Equity | | Preferred Stock, par value $0.0001 per share(1) | | Rule 457(o) | | | | (2) | | | | (3) | | | | (3) | | | — | | | | — | | | | | | | | | | | | | | | | | |
| | | Debt | | Debt Securities(1) | | Rule 457(o) | | | | (2) | | | | (3) | | | | (3) | | | — | | | | — | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Other | | Warrants(1) | | Rule 457(o) | | | | (2) | | | | (3) | | | | (3) | | | — | | | | — | | | | | | | | | | | | | | | | | |
| | | Other | | Units(4) | | Rule 457(o) | | | | (2) | | | | (3) | | | | (3) | | | — | | | | — | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total | | n/a | | Rule 457(o) | | | n/a | | | | Unallocated
(Universal)
Shelf | | | $ | 75,000,000 | | | $ | 0.00015310 | | | | $11,482.50 | (5) | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fees
Previously
Paid | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total Offering Amounts | | | | | | | $ | 75,000,000 | | | $ | 0.00015310 | | | $ | 11,482.50 | | | | | | | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | | N/A | | | | | | | | | | | | | | | | | |
| | | Net Fee Due | | | | | | | | | | | | | | | $ | 11,482.50 | | | | | | | | | | | | | | | | | |
| (1) | Separate consideration may or may not be received for securities that are issuable upon the conversion or exercise of, or in exchange for, other securities offered hereby. |
| (2) | There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock, debt securities and/or units, and such indeterminate number of units to be sold by the Registrant from time to time at unspecified prices which shall have an aggregate initial offering price not to exceed $75,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $75,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered for sale also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants, in connection with units or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
| (3) | The proposed maximum offering price per share will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act. |
| (4) | Each unit will be issued under a unit agreement and will represent an interest in two or more securities listed above, which may or may not be separable from one another. |
| (5) | The proposed maximum aggregate offering price has been calculated pursuant to Rule 457(o) under the Securities Act. |
