EX-FILING FEES 5 d599529dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Getaround, 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

Rule

 

Amount

Registered(1)

 

Proposed

Maximum

Offering

Price Per

Unit(2)

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee

 
Newly Registered Securities
                 
Fees to be Paid   Equity   Primary Offering: Common Stock, par value $0.0001 per share   457(c)   16,791,642(3)   $0.6251   $10,496,455.41   0.00011020   $1,156.71
                 
    Equity   Secondary Offering: Common Stock, par value $0.0001 per share   457(c)   127,419,304(4)   $0.6251   $79,649,806.93   0.00011020   $8,777.41
                 
    Warrants   Secondary Offering: Warrants to purchase Common Stock   457(g)   4,616,667 (5)         (6)
           
    Total Offering Amounts      $90,146,262.34     $9,934.12
           
    Total Fees Previously Paid         
           
    Total Fees Offsets         
           
    Net Fee Due                $9,934.12

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The price shown is the average of the high and low selling price of the common stock on February 1, 2023, as reported on the New York Stock Exchange.

(3)

Consists of up to 16,791,642 shares of common stock, comprising (i) the shares of common stock that may be issued upon exercise of 5,174,975 outstanding public warrants that were issued to stockholders in connection with the registrant’s IPO, (ii) the shares of common stock that may be issued upon exercise of 4,616,667 outstanding private placement warrants held by certain parties to the Registration Rights Agreement, and (iii) up to 7,000,000 shares of common stock that may be issued upon exercise of the Convertible Notes Warrants which may be issued pursuant to the Convertible Notes Subscription Agreement.

(4)

Consists of up to 127,419,304 shares of common stock registered for resale by the Selling Securityholders, comprising (i) up to 50,695,443 shares of common stock, including shares being registered pursuant to the Registration Rights Agreement and shares being registered pursuant to the Convertible Notes Subscription Agreement; (ii) up to 18,180,379 shares of common stock reserved for issuance as Earnout Shares, which are issuable based on the achievement of trading price targets following the Closing and subject to the terms provided in the Merger Agreement; (iii) up to 46,390,149 shares of common stock reserved for issuance upon the conversion of the Convertible Notes; (iv) up to 4,616,667 shares of common stock issuable upon the exercise of the private placement warrants held by certain parties to the Registration Rights Agreement; (v) up to 7,000,000 shares of common stock reserved for issuance upon the exercise of the Convertible Notes Warrants; and (vi) up to 536,666 shares of common stock that we agreed to issue pursuant to an amendment to an advertising services agreement with iHeartMedia.


(5)

Consists of 4,616,667 private placement warrants held by certain parties to the Registration Rights Agreement.

(6)

In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the shares of common stock underlying the warrants, and so separate fee is payable for the warrants.