EX-FILING FEES 4 ny20004951x1_ex107.htm FILING FEES TABLE

Exhibit 107

Calculation of Filing Fee Tables

FORM S-3
(Form Type)

ATI Physical Therapy, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

N/A

Table 2: Fee Offset Claims and Sources

N/A

Table 3: Combined Prospectuses

Security Type
 
Security Class Title
 
Amount of Securities
Previously Registered(1)
 
Maximum Aggregate
Offering Price of Securities
Previously Registered
 
Form
Type
 
File
Number
 
Initial Effective
Date
 
Primary Offering
Equity
 
Common Stock, par value $0.0001 per share (2)
 
9,866,657
 
$81,597,253.39
 
S-1
 
333-257801
 
July 29, 2021
Equity
 
Common Stock, par value $0.0001 per share (3)
 
11,498,401
 
$20,697,121.80
 
S-1
 
333-264243
 
April 26, 2022
 
Secondary Offering
Equity
 
Common Stock, par value $0.0001 per share (4)
 
196,770,282
 
$1,627,290,232.14
 
S-1
 
333-257801
 
July 29, 2021
Equity
 
Warrants to purchase Common Stock, par value $0.0001 per share (5)
 
9,866,657
 
— (8)
 
S-1
 
333-257801
 
July 29, 2021
Equity
 
Common Stock, par value $0.0001 per share (6)
 
9,807,085
 
$17,652,753.00
 
S-1
 
333-264243
 
April 26, 2022
Equity
 
Warrants to purchase Common Stock, par value $0.0001 per share (7)
 
11,498,401
 
— (8)
 
S-1
 
333-264243
 
April 26, 2022

(1) In the event of a stock split, reverse stock split, stock dividend or similar transaction involving our common stock, the number of shares of Common Stock, par value $0.0001 per share (the “Common Stock”), registered shall automatically be adjusted to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2) Consists of (i) 6,899,991 shares of Common Stock that may be issued upon exercise of our Public Warrants (as defined herein) based on the number of Public Warrants outstanding as of June 30, 2022 and (ii) 2,966,666 shares of Common Stock issuable upon the exercise of the 2,966,666 Private Placement Warrants (as defined herein);

(3) Consists of (i) 5,226,546 shares of Common Stock that may be issued upon exercise of the Series I Warrants (as defined herein) and (ii) 6,271,855 shares of Common Stock issuable upon the exercise of the Series II Warrants (as defined herein).

(4) Consists of 196,770,282 shares of Common Stock originally registered for sale by the Selling Securityholders on the First Registration Statement (as defined herein).

(5) Consists of 9,866,657 Private Placement Warrants originally registered for sale by the Selling Securityholders on the First Registration Statement.

(6) Consists of 9,807,085 shares of Common Stock originally registered for sale by the Selling Securityholders on the Second Registration Statement (as defined herein).

(7) Consists of (i) 5,226,546 Series I Warrants and (ii) 6,271,855 Series II Warrants originally registered for sale by the Selling Securityholders on the Second Registration Statement.

(8) In accordance with Rule 457(g), the entire registration fee for the Warrants (as defined herein) is allocated to the shares of Common Stock underlying the Warrants and no separate fee is payable for the Warrants.