EX-FILING FEES 6 d386876dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-4

Wildfire New PubCo, Inc.

Newly Registered and Carry Forward Securities

 

                         
    

Security

Type

 

Security

Class

Title(1)

 

Fee

Calculation

or Carry

Forward

Rule

 

Amount

Registered

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration of

Fee(13)

 

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   Equity   Common stock   Other   43,225,000(2)   $9.90   $427,927,500.00(7)   .0000927   $39,668.88        
                         
Fees to be paid   Equity   Series A Preferred Stock   Other   10,527(3)   $1,520.90   $16,010,514.30(8)   .0000927   $1,484.17        
                         
Fees to be paid   Equity   Warrants to purchase common stock   Other   26,650,000(4)   $0.23   $6,129,500.00(9)   .0000927   $568.20        
                         
Fees to be paid   Equity   Common stock issuable upon exercise of warrants   Other   26,650,000(5)   $11.50   (10)            
                         
Fees to be paid   Equity   Common stock issuable upon conversion of Series A Preferred Stock   Other   2,706,823(6)   $11.00   (11)            
                         
Fees to be paid   Equity   Common stock issuable upon vesting or exercise of New Award Grants   Other   11,259,197   $10.01   $112,704,562(12)   0.0001102   $12,420.04          
 
Carry Forward Securities
                         
Carry Forward Securities                          
                   
    Total Offering Amounts         $54,141.29          
                   
    Total Fees Previously Paid         $41,721.25          
                   
    Total Fee Offsets                  
                   
    Net Fee Due               $12,420.04                

 

(1)

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


(2)

Represents the estimated maximum number of shares of New Bridger Common Stock following the Business Combination to be issued to New Bridger stockholders upon completion of the Business Combination, estimated solely for the purpose of calculating the registration fee, and is based on an amount equal to the sum of (a) 43,125,000 shares of New Bridger Common Stock to be issued to shareholders of JCIC and (b) 100,000 shares of New Bridger Common Stock expected to be issued in connection with the conversion of the outstanding balance under the Promissory Note if the balance of the trust account of JCIC is less than $50,000,000.00 after deducting all amounts payable in respect of JCIC Class A Ordinary Shares submitted for redemption in connection with the Transactions.

(3)

Represents the estimated maximum number of shares of New Bridger Series A Preferred Stock following the Business Combination to be issued to the non-consenting equityholders of Bridger, and is based on an amount equal to 10,526.32 of Bridger Series C Preferred Shares.

(4)

Represents (i) 17,250,000 JCIC Public Warrants and (ii) 9,400,000 JCIC Private Placement Warrants issued, all of which warrants will be assumed by New Bridger in connection with the Transactions and converted into warrants to acquire the same number of shares of New Bridger Common Stock at the same price and on the same terms set forth in the warrant agreement.

(5)

Represents the estimated maximum number of shares of New Bridger Common Stock issuable upon exercise of warrants pursuant to their terms. Each whole warrant will entitle the warrant holder to purchase one share of New Bridger Common Stock at a price of $11.50 per share.

(6)

Represents the estimated maximum number of shares of New Bridger Common Stock issuable upon conversion of Series A Preferred Stock.

(7)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is $9.90 (the average of the high and low prices of JCIC Class A Ordinary Shares as reported on Nasdaq on August 11, 2022).

(8)

Pursuant to Rule 457(f)(2) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based on the book value of $1,520.90 per Bridger Series C Preferred Share, computed as of August 12, 2022, the latest practicable date prior to the date of the filing the Registration Statement.

(9)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is $0.23 (the average of the high and low prices of JCIC Public Warrants as reported on Nasdaq on August 11, 2022).

(10)

No separate registration fee is required pursuant to Rule 457(g) of the Securities Act.

(11)

No separate registration fee is required pursuant to Rule 457(i) of the Securities Act.

(12)

Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is $10.01 (the average of the high and low prices of JCIC Class A Ordinary Shares as reported on Nasdaq on November 18, 2022).

(13)

Pursuant to Rule 457(o) promulgated under the Securities Act, the registration fee has been calculated on the basis of the maximum aggregate offering price. The fee has been determined in accordance with Section 6(b) of the Securities Act at a rate equal to $92.70 per $1,000,000 of the proposed maximum aggregate offering price.

 

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