EX-FILING FEES 5 d180840dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

F-4

(Form Type)

Bullish

(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(1)

  

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

Fees to be Paid

   Warrants   Warrants   Rule 457(c) (Based on the market prices on February 7, 2022 on the New York Stock Exchange of FPAC Warrants)   66,666(18)   $1.09(4)   $72,665.94   $0.0000927   $6.74                

Fees Previously Paid

   Warrants   Warrants   Rule 457(c) (Based on the market prices on February 7, 2022 on the New York Stock Exchange of FPAC Warrants)   66,666(14)   $1.09(4)   $72,665.94   $0.0000927   $6.74                
    Ordinary Shares   Class A Ordinary Shares (issuable on exercise of Warrants)   Rule 457(c) (Based on the market prices on October 27, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares and FPAC Warrants)   133,332(15)(16)   $11.5(2)   —(17)   $0.0000927   $0                

 

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    Ordinary Shares   Class A Ordinary Shares   Rule 457(c) (Based on the market prices on October 27, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares and FPAC Warrants)   69,750,000(6)(15)   $10.50(2)   $732,375,000.00   $0.0000927   $67,891.16                
    Ordinary Shares   Class A Ordinary Shares   Rule 457(c) (Based on the market prices on October 27, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares and FPAC Warrants)   67,707,929(7)(15)   $10.50(2)   $710,933,254.50   $0.0000927   $65,903.51                
    Ordinary Shares   Class A Ordinary Shares   Rule 457(c) (Based on the market prices on December 16, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares)   6,248,316(8)(15)   $10.12(3)   $63,232,957.92   $0.0000927   $5,861.70                
    Ordinary Shares   Class A Ordinary Shares   Rule 457(c) (Based on the market prices on February 7, 2022 on the New York Stock Exchange of the FPAC Class A ordinary shares)   6,317,227(9)(15)   $9.93(4)   $62,730,064.11   $0.0000927   $5,815.08                
    Ordinary Shares   Class A Ordinary Shares   Rule 457(h)(1) (Based on weighted average exercise price of the options)   15,907,196(10)(15)   $5.709(5)   $90,814,181.96   $0.0000927   $8,418.47                
    Ordinary Shares   Class A Ordinary Shares   Rule 457(c) (Based on the market prices on February 7, 2022 on the New York Stock Exchange of the FPAC Class A ordinary shares)   2,374,437(11)(15)   $9.93(4)   $23,578,159.41   $0.0000927   $2,185.70                
    Warrants   Warrants   Rule 457(c) (Based on the market prices on October 27, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares and FPAC Warrants)   27,000,000(12)(15)   $3.03(2)   $81,810,000.00   $0.0000927   $7,583.79                
    Warrants   Warrants   Rule 457(c) (Based on the market prices on February 7, 2022 on the New York Stock Exchange of FPAC Warrants)   66,666(13)   $1.09(4)   $72,665.94   $0.0000927   $6.74                
    Ordinary Shares   Class A Ordinary Shares (issuable on exercise of Warrants)   Rule 457(c) (Based on the market prices on October 27, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares and FPAC Warrants)   27,000,000(15)(16)   $11.50(2)   —(17)   $0.0000927   $0                
Carry Forward Securities

Carry

Forward

Securities

                                                
                                                 
    Total Offering Amounts       $1,765,691,615.72       $163,679.62                
    Total Fees Previously Paid               $163,672.88                
    Total Fee Offsets               —                
    Net Fee Due               $6.74                

(1) All securities being registered will be issued by Bullish, a Cayman Islands exempted company (“Bullish”). In connection with the business combination described in the proxy statement/prospectus included herein (“Business Combination”), (a) BMC1, a Cayman Islands exempted company (“Merger Sub 1”) and a wholly-owned subsidiary of Bullish, will be merged with Far Peak Acquisition Corporation, a publicly traded Cayman Islands exempted company (“FPAC”), and (b) BMC2, a Cayman Islands exempted company (“Merger Sub 2”) and a wholly-owned subsidiary of Bullish, will be merged with Bullish Global, a Cayman Islands exempted company (“Bullish Global”). Upon the consummation of the Business Combination (i) each outstanding Class A and Class B ordinary share of FPAC will be converted into one Class A ordinary share (the “Class A Ordinary Shares”) of Bullish, and (ii) each outstanding FPAC Warrant (“FPAC Warrants”) will be converted into one warrant of Bullish (“Bullish Warrants”) that entitles the holder thereof to purchase one Class A Ordinary Share of Bullish in lieu of one Class A ordinary share of FPAC and otherwise upon substantially the same terms and conditions.

(2) Based on the market prices on October 27, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares and FPAC Warrants (FPAC is the company to which the registrant will succeed after the transactions described in this registration statement and the proxy statement/prospectus included herein).

(3) Based on the market prices on December 16, 2021 on the New York Stock Exchange of the FPAC Class A ordinary shares (FPAC is the company to which the registrant will succeed after the transactions described in this registration statement and the proxy statement/prospectus included herein).

(4) Based on the market prices on February 7, 2022 on the New York Stock Exchange of the FPAC Class A ordinary shares and FPAC Warrants (FPAC is the company to which the registrant will succeed after the transactions described in this registration statement and the proxy statement/prospectus included herein).

(5) Based on the weighted average exercise price of the options after the consummation of the Business Combination.

(6) Consists of Class A Ordinary Shares issuable in exchange for outstanding Class A and Class B ordinary shares of FPAC, including Class A ordinary shares of FPAC included in outstanding units of FPAC consisting of one Class A ordinary share of FPAC and one-third of an FPAC Warrant (“Units”). Upon the consummation of the Business Combination, all Units will be separated into their component securities.

 

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(7) Consists of Class A Ordinary Shares issuable in exchange for outstanding Class C common shares of Bullish Global held by certain non-affiliates of Bullish Global based on the 20-day average price of digital assets as of August 31, 2021, the registration fee of which has been previously paid.

(8) Consists of additional Class A Ordinary Shares issuable in exchange for outstanding Class C common shares of Bullish Global held by certain non-affiliates of Bullish Global based on the 20-day average price of digital assets as of November 1, 2021, the registration fee of which has been previously paid.

(9) Consists of additional Class A Ordinary Shares issuable in exchange for outstanding Class C common shares of Bullish Global held by certain non-affiliates of Bullish Global based on the 52-week high price of digital assets as of December 31, 2021, the registration fee of which has been previously paid.

(10) Consists of Class A Ordinary Shares issuable upon exercise of the issued options based on the number of Bullish Global options outstanding as of January 31, 2022 and based on the 52-week high price of digital assets as of December 31, 2021. Upon the consummation of the Business Combination, the options issued to recipients to acquire Class C common shares of Bullish Global will be automatically converted to options to acquire Class A Ordinary Shares of Bullish.

(11) Consists of Class A Ordinary Shares related to the restricted stock units based on the number of Bullish Global restricted stock units outstanding as of January 31, 2022 and the 52-week high price of digital assets as of December 31, 2021. Upon the consummation of the Business Combination, the restricted stock units issued to recipients to acquire Class C common shares of Bullish Global will be automatically converted to restricted stock units to acquire Class A Ordinary Shares of Bullish.

(12) Consists of Bullish Warrants that will replace outstanding FPAC Warrants, including FPAC Warrants included in outstanding Units of FPAC and the private placement warrants of FPAC (including the 500,000 private placement warrants subject to cancellation).

(13) Consists of additional Bullish Warrants that will replace outstanding FPAC Warrants issued in a January 2022 private placement.

(14) Consists of additional Bullish Warrants that will replace outstanding FPAC Warrants issued in a March 2022 private placement.

(15) Consists of Class A Ordinary Shares of Bullish issuable upon exercise of warrants. Each warrant will entitle the warrant holder to purchase one Class A Ordinary Share of Bullish at a price of $11.50 per share (subject to adjustment).

(16) Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(17) No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(18) Consists of additional Bullish Warrants that will replace outstanding FPAC Warrants issued in a May 2022 private placement.

 

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Table 2: Fee Offset Claims and Sources

 

     

Registrant

or Filer

Name

   

Form
or

Filing

Type

   

File

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

Rules 457(b) and 0-11(a)(2)

Fee Offset

Claims

                                                       

Fee Offset

Sources

                                                       
Rule 457(p)

Fee Offset

Claims

                                                       

Fee Offset

Sources

                                                       

Table 3: Combined Prospectuses

 

Security Type   

Security

Class Title

   

Amount of

Securities

Previously

Registered

   

Maximum

Aggregate

Offering

Price of Securities

Previously

Registered

    Form Type    File Number   

Initial

Effective Date

                                  
                                  

 

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