EX-FILING FEES 8 d420160dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

F-1

(Form Type)

Hammerhead Energy 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 (1)

 

Proposed

Maximum

Offering

Price Per

Unit (2)

 

Maximum

Aggregate

Offering

Price (2)

 

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   Equity  

Common

shares (3)

 

457(c),

(f)(1)

  99,176,973   $8.06   $799,366,402.38   0.0001102   $88,090.18          
                         
Fees to Be Paid   Equity   Warrants (4)(5)   457(i)   12,737,500                  
                         
Fees to Be Paid   Equity  

Common

shares

issuable on

exercise of

Warrants (5)(6)

 

457(c),

(f)(1), (i)

  28,549,991   $12.60   $359,729,886.60   0.0001102   $39,642.23          
                   
    Total Offering Amounts     $1,159,096,288.98     $127,732.41          
                   
    Total Fees Previously Paid                  
                   
    Total Fee Offsets                  
                   
    Net Fee Due               $127,732.41                

 

(1)

All 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.

(2)

In accordance with Rule 457(f)(1), Rule 457(c), and Rule 457(i), as applicable, based on (i) in respect of Hammerhead Energy Inc.’s (the “Company”) Class A common shares, without par value (“Common Shares”), the average of the high ($8.41) and low ($7.70) prices of the Common Shares on the NASDAQ Capital Market (“NASDAQ”) on March 10, 2023 and (ii) in respect of the Common Shares issuable upon the exercise of the warrants to the purchase Common Shares (“Warrants”), the sum of (x) the average of the high ($1.14) and low ($1.05) prices for the Warrants on the NASDAQ on March 10, 2023 and (y) the $11.50 exercise price of the Warrants. Pursuant to Rule 457(i), no separate fee is required for the registration of Warrants.

(3)

The number of Common Shares being registered represents the sum of (A) up to 3,557,813 Common Shares issued to certain of the independent directors of Decarbonization Plus Acquisition Corporation IV (“DCRD”) and Decarbonization Plus Acquisition Sponsor IV, LLC (“DCRD Sponsor”) (collectively, the “DCRD Initial Shareholders”), in connection with the business combination described in the accompanying prospectus (the “Business Combination”), (B) up to 74,733,134 Common Shares issued to the affiliates of Riverstone Holdings LLC, which are shareholders of the Company and affiliates of DCRD Sponsor, including 4,348,437 Common Shares received in exchange for Class B ordinary shares of DCRD, par value $0.0001 per share, pursuant to the transfer from the DCRD Initial Shareholders (the “Founder Transfer”), (C) 8,148,526 Common Shares issued to certain former shareholders of Hammerhead Resources Inc. and (D) up to 12,737,500 Common Shares issuable upon the exercise of warrants (the “Private Warrants”) held by certain of Riverstone Global Energy and Power Fund V (Cayman), L.P. and its direct or indirect wholly-owned subsidiaries (the “Riverstone Fund V Entities”).

(4)

Represents the resale of 12,737,500 Private Warrants held by certain Riverstone Fund V Entities pursuant to the Founder Transfer.

(5)

Each Warrant is exercisable for $11.50.

(6)

Represents the issuance of (a) 15,812,491 Common Shares issuable upon the exercise of 15,812,491 warrants to purchase Common Shares that were issued in connection with the consummation of the Business Combination in exchange for warrants that were issued in the initial public offering of DCRD and that were previously exercisable for DCRD Class A ordinary shares and (b) 12,737,500 Common Shares issuable upon the exercise of the Private Warrants, based on the number of such warrants outstanding on February 23, 2023. In addition, represents the resale of 12,737,500 Common Shares issuable upon the exercise of the Private Warrants.