EX-FILING FEES 6 ny20004608x1_ex107.htm FILING FEES TABLE

Exhibit 107

Calculation of Filing Fee Tables

Form S-3
(Form Type)

FTC SOLAR, 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
Primary Offering of Securities
Fees to be
Paid
Equity
Common Stock, par
value $0.0001 per
share
       
 
Equity
Preferred Stock, par
value $0.0001 per
share
       
 
Debt
Debt Securities
       
 
Other
Warrants
       
 
Unallocated
(Universal) Shelf
Unallocated
(Universal) Shelf
457(o)
$250,000,000(1)
(2)
$250,000,000
0.0000927
$23,175
       
Fees
Previously
Paid
                       
Carry Forward Securities
Secondary Offering of Securities
Carry
Forward
Securities
Equity
Common Stock, par
value $0.0001 per
share
415(a)(6)
35,674,463(3)(4)
S-1
333-262538
March 25, 2022
$11,756.47(4)
 
Total Offering Amounts
 
$376,822,715.97(5)
 
$34,931.47
       
 
Total Fees Previously Paid
 

 
$11,756.47
       
 
Total Fee Offsets
               
 
Net Fee Due
 
 
$23,175
       


(1)
The amount to be registered consists of up to $250,000,000 aggregate offering price of an indeterminate amount of common stock, preferred stock, debt securities and/or warrants of the registrant. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of common stock, preferred stock or debt securities as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.

(2)
The proposed maximum offering price per 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 General Instruction II.D. of Form S-3 under the Securities Act.

(3)
Shares of common stock registered for resale pursuant to this registration statement are shares which are to be offered by the selling stockholders named herein. In the event of a stock split, stock dividend or recapitalization involving the common stock, the number of shares registered shall automatically be adjusted to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act.

(4)
The registrant previously paid a filing fee of $12,284.91 in connection with the registration of 37,277,987 shares of common stock for resale by the selling stockholders named in the registration on Form S-1 (Registration No. 333-262538), which was declared effective by the Securities and Exchange Commission on March 25, 2022 (the “Prior Registration Statement”), of which 35,674,463 remain unsold (the “Unsold Securities”). The registrant expects to carry forward to this registration statement the Unsold Securities pursuant to Rule 415(a)(6) under the Securities Act. $11,756.47 is the portion of the filing fee associated with the Unsold Securities. Pursuant to Rule 415(a)(6) under the Securities Act of 1933, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

(5)
Inclusive of $250,000,000 aggregate offering price for primary offerings of securities by the registrant and $126,822,715.97 maximum aggregate offering price for resales of the Unsold Securities by the selling stockholders named herein, originally calculated pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices per share of the registrant’s common stock, as reported on The Nasdaq Global Market, on January 28, 2022, a date within five business days prior to the initial filing of the Prior Registration Statement.