EX-FILING FEES 6 d508460dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

S-1

(Form Type)

Complete Solaria, 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(1)

 

Fee

Rate

 

Amount of

Registration
Fee

 
Newly Registered Securities
                 

Fees to Be

Paid

  Equity   Common Stock   457(c)   21,874,907(1)(4)   $3.09(5)  

$67,490,651

  $0.0001102   $7,438
                 

Fees to Be

Paid

  Equity   Warrants   457(i)   13,249,907(2)(4)   —     —     —     —  (6)
                 

Fees to Be

Paid

  Equity   Common Stock   457(c)   32,672,629(3)(4)   $3.09(5)   $100,804,863   $0.0001102   $11,109
           
    Total Offering Amounts      $168,295,514     $18,547
           
    Total Fees Previously Paid          $—  
           
    Total Fee Offsets          $—  
           
    Net Fee Due                $18,547

 

(1)

Represents (i) 6,266,667 shares of Common Stock issuable upon the exercise of private placement warrants at an exercise price of $11.50 per share of Common Stock, (ii) 8,625,000 shares of Common Stock issuable upon the exercise of the Public Warrants (as defined below), (iii) 716,668 shares of Common Stock issuable upon the exercise of Working Capital Warrants (as defined below) and (iv) 6,266,572 shares of Common Stock issuable upon the exercise of Merger Warrants (as defined below).

(2)

Represents (i) 6,266,667 Private Placement Warrants (as defined below), (ii) 716,668 Working Capital Warrants (as defined below) and (iii) 6,266,572 Merger Warrants (as defined below) registered for resale by the selling securityholders identified in this prospectus.

(3)

Represents (i) 10,966,635 shares of common stock issued in connection with a private placement pursuant to subscription agreements entered into on or around July 13, 2023, (ii) up to 8,625,000 shares of common stock originally issued in a private placement to the Sponsor in connection with the initial public offering of FACT, and (iii) up to 13,080,994 shares of common stock pursuant to that certain Amended and Restated Registration Rights Agreement, July 18, 2023, between us and the selling securityholders granting such holders registration rights with respect to such shares.

(4)

Includes an indeterminable number of additional securities that, pursuant to Rule 416 under the Securities Act of 1933, as amended, may be issued to prevent dilution from stock splits, stock dividends or similar transactions that could affect the securities to be offered by the selling securityholders.

(5)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales price of the Registrant’s ordinary shares as reported on the Nasdaq Stock Market on August 4, 2023.

(6)

In accordance with Rule 457(i), the entire registration fee for the Private Placement Warrants (as defined below), Working Capital Warrants (as defined below) and Merger Warrants (as defined below) is allocated to the Common Stock underlying the Private Placement Warrants (as defined below), Working Capital Warrants (as defined below) and Merger Warrants (as defined below), and no separate fee is payable for the Private Placement Warrants (as defined below), Working Capital Warrants (as defined below) and Merger Warrants (as defined below).