EX-FILING FEES 2 elate_ex107.htm FILING FEE TABLE (AS AMENDED)

Exhibit 107

 

CALCULATION OF REGISTRATION FEE

 

Title Of Each Class Of
Securities To Be Registered

Proposed
Maximum
Aggregate
Offering Price (1)

 

Amount Of
Registration Fee

 

Common Units (3)

$17,250,000 

(2)(4)(5)

$1,599.08 

 

Class A Common Stock, $0.0001 par value per share, included in Common Units

- 

(6)

- 

 

Warrants included in the Common Units (7)

- 

(6)

- 

 

Pre-funded Units (8)

- 

(5)(9)

- 

 

Pre-funded Warrants included in the Pre-funded Units (10)

- 

(11)

- 

 

Warrants included in the Pre-funded Units (7)

- 

(11)

- 

 

Class A common stock underlying the Pre-funded Warrants included in the Pre-funded Units

- 

 

- 

 

Class A common stock underlying the Warrants included in the Common Units and the Pre-funded Units

$34,500,000 

(2)

$$3,198.15 

 

Underwriter Warrants (12)

- 

 

- 

 

Common stock underlying Underwriter Warrants (13)

$937,500 

 

$86.91 

 

Total

$52,687,500 

 

$4,884.14 

(14)

(1)

Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

(2)

Calculated pursuant to Rule 457(o) on the basis of the maximum aggregate offering price of all of the securities to be registered.

(3)

Each Common Unit consists of one share of Class A common stock and two Warrants.

(4)

Includes shares of Class A common stock and/or Warrants representing 15% of the number of shares of Class A common stock and Warrants included in the Common Units offered to the public that the underwriters have the option to purchase to cover over-allotments, if any.

(5)

The proposed maximum aggregate offering price of Common Units proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-funded Units offered and sold in the offering, and the proposed maximum aggregate offering price of the Pre-funded Units to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Common Units sold in the offering. Accordingly, the proposed maximum aggregate offering price of the Common Units and Pre-funded Units (including the shares of Class A common stock issuable upon exercise of the Pre-funded Warrants included in the Pre-funded Units), if any, is $17,250,000.

(6)

Included in the price of the Common Units. No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(7)

The Warrants are exercisable at a price per share equal to 100% of the Common Unit offering price.

(8)

Each Pre-funded Unit consists of one Pre-funded Warrant to purchase one share of Class A common stock and two Warrants.

(9)

Includes Pre-funded Warrants and/or Warrants representing 15% of the number of Pre-funded Warrants and Warrants included in the Pre-funded Units offered to the public that the underwriters have the option to purchase to cover over-allotments, if any.

(10)

The Pre-funded warrants are exercisable at an exercise price of $0.001 per share.

(11)

Included in the price of the Pre-funded Units. No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(12)

No fee required pursuant to Rule 457(g).

(13)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have agreed to issue to the Underwriter warrants to purchase the number of shares of our Class A common stock (the “Underwriter Warrants”) in the aggregate equal to 5% of the shares of our Class A common stock to be issued and sold in this offering (excluding shares issuable upon exercise of the over-allotment option described herein and the exercise of any Warrants). The Underwriter Warrants are exercisable for a price per share equal to 125% of the public offering price per Common Unit. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g), the proposed maximum aggregate offering price of the Underwriter Warrants is $937,500, which is equal to 125% of $750,000 (5% of $15,000,000).

(14)

$3,684.84 was previously paid.