EX-FILING FEES 4 ny20010076x1_ex107.htm FILING FEES TABLE

Exhibit 107

Calculation of Filing Fee Tables

Form S-3
(Form Type)

SpringBig Holdings, 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
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
Equity
Primary
offering Common stock, par value $0.0001 per share
457(o)
(1)
(2)
$25,000,000
$0.0001102
$2,755.00(3)
Fees
Previously
Paid

Carry Forward Securities
Carry
Forward
Securities
 
Total Offering Amounts
 
$25,000,000
$0.0001102
$2,755.00
       
 
Total Fees Previously Paid
 
       
 
Total Fee Offsets
 
       
 
Net Fee Due
 
$25,000,000
$2,755.00
       


(1) There are being registered under this registration statement such indeterminate number of shares of common stock of the registrant as shall have an aggregate initial offering price not to exceed $25,000,000.

(2) The proposed maximum offering price per unit or security will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act.

(3) The proposed maximum aggregate offering price has been calculated pursuant to Rule 457(o) under the Securities Act.


Table 3: Combined Prospectuses


Security
Type
Security
Class
Title
Amount of Securities
Previously Registered(4)
Maximum Aggregate
Offering Price of
Securities
Previously Registered
Form Type
File Number
Initial Effective Date
Equity
Secondary
offering
 
Common stock, par value $0.0001 per share
2,750,000(5)
$6,490,000(6)
S-1
333-266010
August 11, 2022
Equity
Secondary
offering
Common stock, par value $0.0001 per share
1,760,940(7)
$4,155,818.40(6)
S-1
333-266010
August 11, 2022
Equity
Secondary
offering
Common stock, par value $0.0001 per share
21,590,291(8)
$37,783,009(9)
S-1
333-266138
August 11, 2022
Equity
Secondary
offering
Common stock, par value $0.0001 per share
16,000,000(10)
$184,000,000(11)
S-1
333-266138
August 11, 2022
Other
Secondary
offering
Warrants to purchase shares of common stock
6,000,000(12)
$—(13)
S-1
333-266138
August 11, 2022


(4) Pursuant to Rule 416(a) of the Securities Act, the amount of securities previously registered includes an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(5) Issuable upon conversion of the 6% Senior Secured Original Issue Discount Convertible Notes due 2025, as amended, issued to and held by L1 Capital Global Opportunities Master Fund.  Of the amount of securities previously registered, 1,443,866 remain issuable as of the date of this filing.

(6) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average of the high and low reported trading prices of the registrant’s common stock as reported on the Nasdaq Capital Market on June 28, 2022, which was $2.36.

(7) Issuable upon conversion of the warrants, as amended, issued to and held by L1 Capital Global Opportunities Master Fund.

(8) Consists of up to 21,590,291 shares of common stock (of which 12,800,418 remain as of the date of this filing) previously registered for resale by the selling securityholders named in this registration statement consisting of up to: (i) 1,341,356 shares of common stock purchased by subscribers in a private placement pursuant to separate subscription agreements, (ii) 4,000,000 shares of common stock (of which 3,960,000 remain as of the date of this filing) originally issued in a private placement to originally issued in a private placement to TCAC Sponsor, LLC, a Delaware limited liability company and certain affiliates in connection with the IPO of Tuatara Capital Acquisition Corporation (“Tuatara”), and (iii) 16,248,935 shares of common stock (of which 7,499,062 remain as of the date of this filing) beneficially owned by certain stockholders who have been granted registration rights.

(9) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457I under the Securities Act based on the average of the high and low reported trading prices of the registrant’s common stock as reported on the Nasdaq Capital Market on July 13, 2022, which was $1.75.

(10) Consists of up to 16,000,000 shares of common stock, consisting of up to: (i) 6,000,000 shares of common stock that may be issued upon the exercise of 6,000,000 warrants (the “Private Placement Warrants”) originally issued in a private placement in connection with the initial public offering of Tuatara, by the holders thereof, at an exercise price of $11.50 per share, subject to adjustment, and (ii) 10,000,000 shares of common stock that may be issued upon the exercise of 10,000,000 warrants (the “Public Warrants”), originally issued in the initial public offering of Tuatara, by holders thereof, at an exercise price of $11.50 per share, subject to adjustment.

(11) Calculated pursuant to Rule 457(g) under the Securities Act, based on the $11.50 exercise price per share of common stock issuable upon exercise of the Private Placement Warrants and Public Warrants.

(12) Represents the resale of Private Placement Warrants.

(13) In accordance with Rule 457(g), the entire registration fee for the Private Placement Warrants is allocated to the shares of common stock underlying the Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants.