Calculation of Filing Fee Tables
Form S-4
(Form Type)
Perella Weinberg Partners
(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 | 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
Time | 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 | 457(f) | 1,573,995(1)(2) | N/A | $5,115,483.75(3) | $92.70 per
$1,000,000 | $474.21 | | | | |
| Other | Warrants to
purchase Class A
common stock | — | 7,869,975(4) | — | — | — | — (5) | | | | |
Fees
Previously
Paid | | | | | | | | | | | | |
| Carry Forward Securities |
Carry
Forward
Securities | | | | | | | | | | | | |
| Total Offering Amounts | | $5,115,483.75 | | $474.21 | | | | |
| Total Fees Previously Paid | | | | — | | | | |
| Total Fee Offsets | | | | — | | | | |
| Net Fee Due | | | | $474.21 | | | | |
__________________
(1) Represents the maximum number of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Perella Weinberg Partners (the “Company”) that may be issued directly to (i) holders of warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (the “Warrants”), who tender their Warrants pursuant to the Offer (as defined in the Prospectus/Offer to Exchange) and (ii) holders of Warrants who do not tender their Warrants pursuant to the Offer and who, pursuant to the Warrant Amendment (as defined in the Prospectus/Offer to Exchange), if approved, may receive shares of Class A Common Stock in the event the Company exercises its right to convert the Warrants into shares of Class A Common Stock.
(2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Company is also registering an indeterminate number of additional shares of Class A Common Stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(3) This maximum aggregate offering price assumes the acquisition of 7,869,975 Warrants in exchange for shares of Class A Common Stock. This maximum aggregate offering price, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) and Rule 457(c) under the Securities Act, is based on the product of (i) $0.65, the average of the high and low prices of the Warrants on July 18, 2022, as reported on the Nasdaq Global Select Market, and (ii) 7,869,975, the maximum number of Warrants to be acquired in the Offer based on the exchange ratio of 0.20 in effect following the close of trading on the Nasdaq Global Select Market on July 21, 2022, the last trading day prior to commencement of the Offer.
(4) Represents the maximum number of Warrants that may be amended pursuant to the Warrant Amendment.
(5) No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act.
