Iron Horse Acquisitions Corp. Common Stock S1 IPO registration

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Iron Horse Acquisitions Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Title of Class of Security being registered	Amount to be Registered		Proposed maximum offering price per share		Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾		Amount of Registration Fee
Units, each consisting of one share of common stock, $0.0001 par value, one warrant, and 1/8^th of one right to acquire one share of common stock		6,900,000	$	10.00	$	69,000,000.00	$	10,184.40
Common stock, $0.0001 par value, included as part of the units		6,900,000		–		–		–	⁽³⁾
Warrants included as part of the units ⁽⁴⁾		6,900,000		–		–		–	⁽³⁾
Common Stock underlying the warrants included as part of units		6,900,000	$	11.50	$	79,350,000.00		11,712.06
Rights included as part of the units ⁽⁴⁾		862,500		–		–		–	⁽³⁾
Common Stock underlying the rights included as part of units		862,500	$	10.00	$	8,625,000.00	$	1,273.05
Representative’s Shares		35,000	$	10.00	$	350,000.00	$	51.66
Total Offering & Filing Fee Amounts					$	157,325,000.00	$	23,221.17
Total Fees Previously Paid							$	–
Total Fee Offsets ⁽⁵⁾							$	23,221.17
Net Fee Due							$	0.00

⁽¹⁾	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
⁽²⁾	Includes units and shares of common stock, rights and warrants underlying such units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.
⁽³⁾	No fee pursuant to Rule 457(g).
⁽⁴⁾	Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
⁽⁵⁾	See footnote 2 in Table 2 below for a calculation of fee offsets in connection with a previously paid filing fee for a prior registration statement.

Table 2: Fee Offset Claims and Sources

Registrant or
Filer Name

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

Iron Horse Acquisitions Corp.

S-1

333-268092 ⁽¹⁾

November 1, 2022

12,673.00

Equity

Units, each consisting of one share of common stock, $.0001 par value, and one warrant

11,500,000 units

Fee Offset Claims

Iron Horse Acquisitions Corp.

S-1

333-268092 ⁽¹⁾

November 1, 2022

14,573.95

Equity

Shares of common stock underlying warrants included as part of the units

11,500,000 shares underling warrants

Fee Offset Sources

Iron Horse Acquisitions Corp.

S-1

333-268092 ⁽¹⁾

November 1, 2022

$23,221.17

⁽¹⁾

The Registrant paid a registration fee of $27,246.95 in connection with the registration of $247,250,000 of units of the Registrant’s common stock, $0.0001 par value, each consisting of a share and a warrant, under a Registration Statement on Form S-1, filed on November 1, 2022 (File No. 333-268092) (the “Prior S-1”). The Prior S-1 was not declared effective by the U.S. Securities and Exchange Commission (the “Commission”), and no securities were issued or sold thereunder. The Prior S-1 was withdrawn by filing a Form RW on October 17, 2023 after having been declared abandoned by the Commission on September 29, 2023. In accordance with Rule 457(p) under the Securities Act, the Company is offsetting the total amount of the registration fee due upon the initial filing of this Registration Statement (the “New S-1”) by $27,246.95, representing the fee paid in connection with the Prior S-1. A total amount of $4,025.78 remains available for future setoff pursuant to Rule 457(p).

Iron Horse Acquisitions Corp. Common Stock (IROH) S-1IPO registration