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Unusual Machines (UMAC) S-1/AIPO registration (amended)

Filed: 7 Aug 23, 2:48pm

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Unusual Machines, Inc. (Registrant)

Fat Shark Holdings, Ltd (Rule 140 Co-Registrant No. 1)

Rotor Riot LLC (Rule 140 Co-Registrant No. 2)

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Share

Maximum
Aggregate
Offering
Price

(1)

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 $0.01 per share

457(o)

(1)

$5.00

$8,625,000.00

$110.20 per $1,000,000

$950.48

Fees to Be
Paid

Equity

Underwriter’s Warrants

457(g)

(2)

Fees to Be
Paid

Equity

Common Stock underlying Underwriter’s Warrants

457(o)

(2)

$6.25

$539,062.50

$110.20 per $1,000,000

$59.40

Carry Forward Securities

Carry
Forward
Securities

Total Offering Amounts (3)

$9,164,062.50

$1,009.88

Total Fees Previously Paid

$2,217.78

Total Fee Offsets

Net Fee Due(4)

$(1,207.90)

__________________

	(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. Represents the estimated maximum total gross proceeds of up to $8,625,000 from the sale of shares of common stock, par value $0.01 per share of Unusual Machines, Inc., the registrant in the offering, based on an assumed offering price of $5.00 per share. This amount also includes common stock that may be issued upon exercise of a 45-day over-allotment option granted to the underwriter. The number of shares sold in the offering, including pursuant to the over-allotment option, would be 1,725,000 shares.

	(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. The Underwriter’s Warrants entitle the holder to purchase 5% of the shares of common stock sold in the offering at a per share exercise price equal to 125% of the public offering price. As estimated solely for the purpose of recalculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, the proposed maximum aggregate offering price of the Underwriter’s Warrants is $539,062.50, which is determined by multiplying 86,250 shares of common stock (5% of 1,725,000 shares) by $6.25 per share exercise price (125% of the per share offering price). See footnote (1).

	(3)	In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933.

	(4)	Fees totaling $2,217.78 were previously paid in connection with the Company’s initial filing of the Registration Statement on March 14, 2023. As a result, the Registrant has overpaid registration fees in the amount of $1,207.90.

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