Beneficient (BENF) S-3/A Shelf registration (amended)

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

BENEFICIENT

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities	Security Type		Security Class Title		Fee Calculation or Carry Forward Rule			Amount Registered (1)		Proposed Maximum Offering Price Per Share (3)		Proposed 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		Equity		Class A common stock, par value $0.001 per share		457	(c)		8,890,377	$	2.25	$	20,003,348.20		0.00014760	$	2,952.49			—		—		—		—
Fees Previously Paid																	4,241.90			—		—		—		—
Carry Forward Securities
Carry Forward Securities		—		—		—			—				—		—		—			—		—		—		—
Total Offering Amounts												$				$	2,952.49
Total Fees Previously Paid																	4,241.90
Total Fee Offsets																	—
Net Fee Due																$	(1,289.41)	(2)

(1)	Represents 8,890,377 shares of Class A common stock, par value $0.001 per share (the “Class A common stock”), of Beneficient (the “Company”) registered for resale by the selling holders named in this registration statement, consisting of (i) 5,758,751 shares of Class A common stock that the Company may elect to issue and sell pursuant to the SEPA (as defined in the Prospectus and such shares, the “SEPA Shares”), (ii) 1,325,382 shares of Class A common stock that may be issued upon conversion of the convertible debentures (the “Convertible Debentures”) pursuant to the Purchase Agreement (as defined in the Prospectus) in an aggregate principal amount of $4.0 million, (iii) 1,325,382 shares of Class A common stock that may be issued upon exercise of the Warrants (as defined in the Prospectus) to purchase 1,325,382 shares of Class A common stock at an exercise price of $2.63, (iv) 125,000 shares of Class A common stock issuable upon of conversion of the Series B-2 preferred stock, par value $0.001 per share, pursuant to the Mendoza Subscription Agreement (as defined in the Prospectus), (v) 14,286 shares of Class A common stock issuable upon of conversion of the Series B-3 preferred stock, par value $0.001 per share, pursuant to the Interest Solutions Subscription Agreement (as defined in the Prospectus), (vi) 25,751 shares of Class A common stock issuable upon of conversion of the Series B-4 preferred stock, par value $0.001 per share, pursuant to the Convergency Subscription Agreement (as defined in the Prospectus), (vii) 114,343 shares of Class A common stock issued pursuant to the Settlement and Release Agreement (as defined in the Prospectus) and (viii) 201,482 shares of Class A common stock issued pursuant to the Vendor Subscription Agreement (as defined in the Prospectus). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Company is also registering such additional indeterminate number of shares of common stock as may become issuable as a result of stock splits or stock dividends.
(2)	The Company previously paid a registration fee of $4,241.90 in connection with the initial filing of this registration statement on Form S-3 on August 22, 2024. In connection with the filing of Amendment No. 1 to the registration statement, the number of shares of Class A common stock being registered was reduced by 3,911,024 shares. Due to the reduction in shares of Class A common stock registered by the Company, the Company overpaid the registration fee by $1,289.41.
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high ($2.35) and low ($2.14) prices of the shares of Class A common stock on The Nasdaq Capital Market on August 16, 2024 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission).