EX-FILING FEES 7 ex107.htm

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

TRUGOLF HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

		Security Type		Security Class Title⁽¹⁾		Fee Calculation or Carry Forward Rule		Amount Registered⁽²⁾				Proposed Maximum Offering Price Per Unit ⁽⁷⁾				Maximum Aggregate Offering Price⁽¹⁾				Fee Rate		Amount of Registration Fee⁽²⁾
Newly Registered Securities
Fees to be paid		Equity		Class a Common Stock		Rule 457(o)			4,246,702			$	1.6			$	6,794,723			0.0001476		$	1,003
Fees to be paid		Equity		Class A Common Stock issuable under the Convertible Promissory Note ⁽³⁾		Rule 457(o)			40,185,185			$	1.6			$	64,296,296			0.0001476			9,490
Fees to be paid		Equity		Class A Common Stock underlying Representative warrants ⁽⁴⁾		Rule 457(o)			632,500			$	1.6			$	1,012,000			0.0001476			149.3712

Fees to be paid		Equity		Class A Common Stock underlying Series A warrants ⁽⁵⁾		Rule 457(o)			9,870,684			$	1.6			$	15,793,094			0.0001476		$	2,331

Fees to be paid		Equity		Class A Common Stock underlying Series B warrants ⁽⁶⁾		Rule 457(o)			19,375,000			$	1.6			$	31,000,000			0.0001476		$	4,576
Carry Forward Securities
Carry Forward Securities		—		—		—			—				—				—			—			—
		Total Offering Amounts											—			$	118,896,114			—			—
		Total Fees Previously Paid											—			$				—			—
		Total Fee Offsets											—				0			—			—
		Net Fee Due											—			$	17,549.07			—			—

(1)	Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act, if any.

(2)	Calculated pursuant to Rule 457(o) under the Securities Act, based on an estimate of the proposed maximum aggregate offering price.

(3)	We had previously provided I-Bankers (the “Representative”) warrants to purchase shares of Class A Common Stock (the “Representative Warrant”) in relation to the Company’s initial public offering, at an exercise price of $12.00 per shares.

(4)	Includes up to 40,185,185 shares of Class A Common Stock issuable upon the conversion of the convertible promissory notes.

(5)	Including up to 2,818,182 shares of Class A Common Stock issuable upon the exercise of Series A Warrants with an exercise price of $13.00 per share.

(6)	Including up to up to 7,750,000 shares of Class A Common Stock issuable upon the exercise of Series B Warrants with an exercise price of $10.00 per share.

(7)	The closing price of the Company’s Class A Common Stock as of February 9, 2024.