EX-FILING FEES 17 d509388dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Atlantic Coastal Acquisition Corp. II

(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(3)
  Proposed
Maximum
Offering
Price Per
Security
  Maximum Aggregate
Offering Price
  Fee Rate   Amount of
Registration Fee
 
Newly Registered Securities
                 
Fees to Be Paid    Equity    Series A  common stock    Rule  457(f)(1)     64,500,000(1)    $10.60(2)   $683,700,000.00   0.00014760   $100,914.12
                 
Fees Previously Paid                
 
Carry Forward Securities
                 
Carry Forward Securities                
           
    Total Offering Amounts       $683,700,000.00       $100,914.12
           
    Total Fees Previously Paid        
           
    Total Fee Offsets        
           
    Net Fee Due               $100,914.12

 

(1)

Based on the maximum number of common stock, par value $0.001 per share (“Series A common stock”), of the registrant estimated to be issued in connection with the business combination described herein (the “Business Combination”). This number is based on the sum of (A) 50,000,000 shares of Series A common stock to be issued to existing Abpro shareholders in connection with the Business Combination, and (B) up to 14,500,000 shares of Series A common stock that may be issued after the consummation of the Business Combination pursuant to the earn-out provisions of the Business Combination Agreement described therein. For purposes of the foregoing, as of December 31, 2023, because 85% of warrants exercisable for shares of Abpro common stock will not be exercised prior to the consummation of the Business Combination, it is assumed that all warrants exercisable for shares of Abpro common stock will expire unexercised prior to the consummation of the business combination and, therefore, such warrants are not included in the estimated calculation herein.

(2)

Estimated pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”) and solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Series A common stock on the Nasdaq Global Market on January 17, 2024 ($10.60 per share of Series A common stock).

(3)

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued resulting from stock splits, stock dividends or similar transactions.