EX-FILING FEES 5 ex107.htm CALCULATION OF FILING FEE TABLES

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1

(Form Type)

 

BENEFICIENT

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

and Carry Forward Securities

 

Security

Type

  

Security

Class

Title

  

Fee

Calculation

or Carry

Forward

Rule

  

Amount

Registered (1)

  

Proposed

Maximum

Offering

Price Per

Share (3)

  

Proposed 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   Equity    Class A common stock, par value $0.001 per share    457(c)   203,212,927   $1.23   $249,342,261    0.0001531    $38,174.30                
Fees Previously Paid   

 

         

 

                        4,241.90                 
Carry Forward Securities                     
Carry Forward Securities                                                 
Total Offering Amounts        $         $38,174.30                     
Total Fees Previously Paid                   

4,241.90

(2)                    
Total Fee Offsets                  $ 33,932.40                      
Net Fee Due                  $                    

 

(1) Represents 203,212,927 shares of Class A common stock, par value $0.001 per share (the “Class A common stock”), of Beneficient (the “Company”) registered for resale by the selling holders named in this registration statement, consisting of (i) 200,081,301 shares of Class A common stock that the Company may elect to issue and sell pursuant to the SEPA (as defined in the Prospectus and such shares, the “SEPA Shares”), (ii) 1,325,382 shares of Class A common stock that may be issued upon conversion of the convertible debentures (the “Convertible Debentures”) pursuant to the Purchase Agreement (as defined in the Prospectus) in an aggregate principal amount of $4.0 million, (iii) 1,325,382 shares of Class A common stock that may be issued upon exercise of the Warrants (as defined in the Prospectus) to purchase 1,325,382 shares of Class A common stock at an exercise price of $2.63, (iv) 125,000 shares of Class A common stock issuable upon of conversion of the Series B-2 preferred stock, par value $0.001 per share, pursuant to the Mendoza Subscription Agreement (as defined in the Prospectus), (v) 14,286 shares of Class A common stock issuable upon of conversion of the Series B-3 preferred stock, par value $0.001 per share, pursuant to the Interest Solutions Subscription Agreement (as defined in the Prospectus), (vi) 25,751 shares of Class A common stock issuable upon of conversion of the Series B-4 preferred stock, par value $0.001 per share, pursuant to the Convergency Subscription Agreement (as defined in the Prospectus), (vii) 114,343 shares of Class A common stock issued pursuant to the Settlement and Release Agreement (as defined in the Prospectus) and (viii) 201,482 shares of Class A common stock issued pursuant to the Vendor Subscription Agreement (as defined in the Prospectus). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Company is also registering such additional indeterminate number of shares of common stock as may become issuable as a result of stock splits or stock dividends.
   
(2) The Company previously paid a registration fee of $4,241.90 in connection with the initial filing of this registration statement on Form S-3 on August 22, 2024.
   
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high ($1.264) and low ($1.19) prices of the shares of Class A common stock on The Nasdaq Capital Market on October 17, 2024 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission).

 

 
 

 

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
    Security
Title
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 (1)

Beneficient   S-1 333-282760     October 22, 2024           $ 33,932.40       Equity     Class A common stock     (1 )   $ 33,932.40        

Fee Offset

Sources(2)

Beneficient   S-1   333-282760           October 22, 2024                               $ 33,932.40  

 

(1) The Registrant previously filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on October 22, 2024 (File No. 333-282760) (the “Prior Registration Statement”), that registered an aggregate of 203,212,927 shares of Class A common stock (the “Unsold Securities”). The Registrant hereby confirms that the Prior Registration Statement has been withdrawn as of the date hereof.

 

(2) The Registrant expects to offset the registration fee due hereunder by an amount of fees that was previously paid with respect to the Unsold Securities covered by the Prior Registration Statement pursuant to Rule 457(p) under the Securities Act. The fee previously paid for the Unsold Securities covered by the Prior Registration Statement was $33,932.40. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this Registration Statement of $33,932.40 from the fees previously paid in connection with the Unsold Securities covered by the Prior Registration Statement, with no remaining fees to be applied to future filings. Accordingly, no additional registration fee is being paid in connection with the filing of this Registration Statement.