Exhibit 107
 
Calculation of Filing Fee Tables
 
Form S-3
(Form Type)
 
Quantum-Si Incorporated
(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(1)(2)
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, $0.0001 par value per share 457(o) (2) (3) (3)        
Equity Preferred stock, $0.0001 par value per share 457(o) (2) (3) (3)        
Debt Debt Securities 457(o) (2) (3) (3)        
Other Warrants 457(o) (2) (3) (3)        
Other Rights 457(o) (2) (3) (3)        
Other Units 457(o) (2) (3) (3)        
  Unallocated (Universal)
Shelf
  457(o) (2) (3) $300,000,000 $0.00015310 $45,930        
Fees
Previously
Paid
         
 Carry Forward Securities
Carry
Forward
Securities
     
   Total Offering Amounts   $300,000,000   $45,930        
   Total Fees Previously Paid              
  Total Fee Offsets       $1,517.73        
  Net Fee Due       $44,412.27        
 
  
(1) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price.
  
(2) There are being registered hereunder such indeterminate number of shares of Class A common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants and rights to purchase Class A common stock, preferred stock or debt securities, and such indeterminate number of units, as shall have an aggregate initial offering price not to exceed $300,000,000.00. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $300,000,000.00, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by Quantum-Si Incorporated (the “Registrant”) in connection with the issuance by the Registrant of the securities registered hereunder. The securities registered also include such indeterminate number of shares of Class A common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or rights or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Class A common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
  
(3)The proposed maximum aggregate offering price per class of 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 Item 16(b) of Form S-3 under the Securities Act.
 
Table 2: Fee Offset Claims and Sources
 
                                             
    Registrant
or Filer
Name
   Form
or 
Filing Type
  Filing 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   Quantum-Si Incorporated   S-3   333-273934   August 11, 2023     $1,517.73(1)   Unallocated (Universal) Shelf(1)   (1)   (1)   $13,772,589.45  
                       
Fee Offset Sources   Quantum-Si Incorporated   S-3   333-273934     August 11, 2023             $16,530
 
  
(1) On August 11, 2023, the Registrant filed a registration statement on Form S-3 (File No. 333-273934) registering such indeterminate number of shares of Class A common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants and rights to purchase Class A common stock, preferred stock or debt securities, and such indeterminate number of units, as shall have an aggregate initial offering price not to exceed $150,000,000 (the “Prior Registration Statement”). Pursuant to Rule 415(a)(6) of the Securities Act, the offering of the unsold securities registered under the Prior Registration Statement, will be deemed terminated as of the date of effectiveness of this registration statement. At the time of the termination of the offering under the Prior Registration Statement, there remained unsold $13,772,589.45 of securities registered under the Prior Registration Statement, for which the Registrant previously paid a registration fee of $16,530 based on the fee rate in effect at the time of the initial filing of the Prior Registration Statement. Pursuant to Rule 457(p), the Registrant is offsetting $1,517.73 of the filing fees associated with the filing of this registration statement with the fees previously paid to register the unsold securities under the Prior Registration Statement.
 
 

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