EX-FILING FEES 7 ex_777842.htm EXHIBIT FILING FEES ex_777842.htm

Exhibit 107

 

Calculation of Filing Fee Table

 

F-4

(Form Type)

 

Satellogic Inc.

(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(1)

Proposed

Maximum

Offering

Price Per

Unit(2)

Maximum

Aggregate

Offering

Price(2)

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(3)

457(c),

(f)(1)

83,031,323

$3.53

$293,100,570.19

0.00015310

$44,873.70

       

Fees to Be Paid

Equity

Warrants(4)

457(i)

49,184,815

       

Fees to Be Paid

Equity

Common

stock

issuable on

exercise of

Warrants(5)

457(c),

(f)(1), (i)

49,184,815

$9.86

$484,716,351.83

0.00015310

$74,210.07

       
 

Total Offering Amounts

 

$777,816,922.02

 

$119,083.77

       
 

Total Fees Previously Paid

     

       
 

Total Fee Offsets

     

$74,403.59(6)

       
 

Net Fee Due

     

$44,680.18

       

(1)

Pursuant to Rule 416(a), 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.

(2)

In accordance with Rule 457(f)(1), Rule 457(c), and Rule 457(i), as applicable, based on (i) in respect of the shares of Satellogic Inc.’s (the “Company”) Class A common stock, par value $0.0001 (“Common Stock”), the average of the high ($3.80) and low ($3.26) prices of the shares of Common Stock on the NASDAQ Capital Market (“NASDAQ”) on February 7, 2025 and (ii) in respect of the shares of Common Stock issuable upon the exercise of the warrants to the purchase shares of Common Stock (“Warrants”), the sum of (x) the average of the high ($0.50) and low ($0.45) prices for the Warrants on the NASDAQ on February 7, 2025 and (y) the approximate average exercise price of $9.38 of the Warrants. Pursuant to Rule 457(i), no separate fee is required for the registration of Warrants.

(3)

The number of shares of Common Stock being registered represents the amount of shares of Class A common stock issued, outstanding and currently listed on The Nasdaq Capital Market under the symbol “SATL.”

(4)

Represents the Warrants issued and outstanding, comprised of (i) 8,253,455 shares of Class A common stock issuable upon the exercise of Warrants having an exercise price of $8.63 per share (the “$8.63 Warrants”), (ii) 7,500,000 shares of Class A common stock issuable upon the exercise of Warrants having an exercise price of $10.00 per share (the “$10.00 Liberty Warrants”), (iii) 15,000,000 shares of Class A common stock issuable upon the exercise of Warrants having an exercise price of $15.00 per share (the “$15.00 Liberty Warrants”), (iv) 2,500,000 shares of Class A common stock issuable upon the exercise of Warrants having an exercise price of $20.00 per share (the “PIPE Warrants”) and (v) 15,931,360 shares of Class A common stock issuable upon conversion of Warrants having an exercise price of $2.51635975 per share (the “Columbia Warrants”).

(5)

Represents the issuance of 49,184,815 shares of Common Stock issuable upon the exercise of 49,184,815 the Warrants.

(6)

Represents the total of the fee offsets claimed pursuant to Rule 457(p) under the Securities Act for the portion of registration fee previously paid with respect to the unsold securities of the Company, as set forth in Table 2 below.

 

 

 

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

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

Satellogic Inc.

Form F-4

333-275875

December 4, 2023

 

$74,403.59(1)

Common Stock

119,718,395

$398,838,166.16

 

Fee Offset Sources

Satellogic Inc.

Form F-4

333-275875

 

December 4, 2023

       

$74,403.59

(1)

The Company originally paid a registration fee of $74,403.59 in connection with the filing of a registration statement on Form F-4 (File No. 333-275875) (the “Original Form F-4”) to register 83,031,323 shares of Common Stock and 41,464,693 Warrants. The Company withdrew the Original Form F-4 on October 4, 2024 and, as the Original Form F-4 was never declared effective, no securities were sold thereunder. In accordance with Rule 457(p) of the Securities Act, the registration fee previously paid pursuant to the Original Form F-4 will offset a portion of the filing fee due for this registration statement.