EX-FILING FEES 7 ex107.htm

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

FAT Brands Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

   Security Type  Security Class Type(1)  Fee Calculation or Carry Forward Rule  Amount Registered 

Proposed Maximum Offering Price

Per Unit

  Maximum Aggregate Offering Price  

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

                                             
Fees Previously Paid                                             
Carry Forward Securities
Carry Forward Securities  Equity  Class A Common Stock, par value $0.0001 per share(2)                                       
   Equity  Preferred Stock, par value $0.0001 per share                                       
   Debt  Debt Securities                                       
   Other  Warrants                                       
   Other  Subscription Rights                                       
   Other  Units                                       
   Unallocated (Universal) Shelf  Unallocated (Universal) Shelf  457(o)
 
415(a)(6)		  (3), (4)   (3)  $460,000,000 (3)(4)       (4)  S-3  333-261365  February 8, 2022  $44,681.40 (4)
   Total Offering Amounts      $460,000,000                        
   Total Fees Previously Paid                                
   Total Fees Offsets                                
   Net Fee Due                (4)               

 

 

(1)Securities registered hereunder may be sold separately, together, or as units with other securities registered hereunder. The securities registered hereunder include the following: (a) an indeterminate number of shares of Class A Common Stock as may be sold from time to time by the Registrant and an indeterminate number of shares of Class A Common Stock as may be issued from time to time upon conversion or exchange of any securities registered hereunder; (b) an indeterminate number of shares of preferred stock as may be sold from time to time by the Registrant and an indeterminate number of shares of preferred stock as may be issued from time to time upon conversion or exchange of any securities registered hereunder; (c) an indeterminate amount of debt securities as may be sold from time to time by the Registrant and an indeterminate amount of debt securities as may be issued from time to time upon conversion or exchange of any securities registered hereunder; (d) an indeterminable number of warrants, representing rights to purchase Class A Common Stock or preferred stock registered hereunder; (e) an indeterminable number of subscription rights, representing rights to purchase Class A Common Stock, preferred stock, debt securities or warrants registered hereunder; and (f) an indeterminable number of units, representing interests in two or more securities registered hereunder, which may or may not be separable from one another.

 

 

 

 

(2)Pursuant to Rule 416 under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), this Registration Statement includes any additional shares of Class A Common Stock that may become issuable from time to time as a result of any stock split, stock dividend, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of shares of the Registrant’s outstanding Class A Common Stock.

 

(3)Pursuant to Rule 457(o) under the Securities Act and General Instruction II.D to Form S-3, this Calculation of Registration Fee table does not specify by each class of securities being registered information as to the amount to be registered, proposed maximum offering price per security, or proposed maximum aggregate offering price. In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement exceed $460,000,000.

 

(4)In accordance with Rule 415(a)(6) under the Securities Act, this Registration Statement carries over, as of the date of filing of this Registration Statement, $460,000,000 of unsold securities (which we refer to as the “Previously Registered Unsold Securities”) previously registered under the Registrant’s registration statement on Form S-3 (File No. 333-261365) (which we refer to as the “Prior Registration Statement”), which was initially filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”) on November 24, 2021, and declared effective by the SEC on February 8, 2022. In connection with the registration of the offering and sale of the Previously Registered Unsold Securities under the Prior Registration Statement, the applicable registration fee (which we refer to as the “Previously Paid Registration Fee”) was previously applied, which Previously Paid Registration Fee will continue to be applied to the Previously Registered Unsold Securities, and the Registrant hereby offsets any registration fee that may be due under this Registration Statement by the amount of the Previously Paid Registration Fee relating to the Previously Registered Unsold Securities. Accordingly, no registration fee is due upon the filing of this Registration Statement. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the Registrant may continue to offer and sell under the Prior Registration Statement the Previously Registered Unsold Securities being registered hereunder. To the extent that, after the filing date of this Registration Statement and prior to the effectiveness of this Registration Statement, the Registrant sells any such Previously Registered Unsold Securities under the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of Previously Registered Unsold Securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6). Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Previously Registered Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.