Calculation of Filing Fee Tables
Form S-1
(Form Type)
Katapult Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
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| 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
Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
Fees to be Paid | Equity | Common stock, par value $0.0001 per share | 457(c) | 3,377,164(1) | $16.02 (2) | $54,102,167.30 | $147.60
per $1,000,000 | $7,985.48 | N/A | N/A | N/A | N/A |
| Total Offering Amounts | | $54,102,167.30 | | $7,985.48 | | | | |
| Total Fees Previously Paid | | | | - | | | | |
| Total Fee Offsets | | | | $48,046.22 | | | | |
| Net Fee Due | | | | $0.00 | | | | |
(1)Consists of (i) 2,703,864 shares of common stock registered for sale by the selling securityholders named in this registration statement, (ii) 13,300 shares of common stock issuable upon the exercise of the Private Placement Warrants, (iii) 500,000 shares of common stock issuable upon the exercise of 12,500,000 Public Warrants and (iv) 160,000 shares of common stock issuable upon the exercise of the warrant to purchase stock, issued by us to Midtown Madison Management LLC.
(2)Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $16.02, which is the average of the high and low prices of the common stock on June 4, 2024 on the Nasdaq Global Market.
Table 2: Fee Offset Claims and Sources
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| | 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 |
| Rule 457(p) |
| Fee offset Claims | Katapult Holdings, Inc. | Form S-1 | 333-257583 | 6/30/2021 | | $47,852.27 (1) | Equity | Common stock, par value $0.0001 per share | $569,461,014.48 | $569,461,014.48 | |
| Fee offset Source | Katapult Holdings, Inc. | Form S-1 | 333-257583 | | | | | | | | $47,852.27 |
| Fee offset Claims | Katapult Holdings, Inc. | Form S-3 | 333-271169 | 4/6/2023 | | $193.95 (2) | Equity | Common Stock $0.0001 par value per share | $1,760,000 | $1,760,000 | |
| Fee offset Source | Katapult Holdings, Inc. | Form S-3 | 333-271169 | | | | | | | | $193.95 |
(1)On June 30, 2021, the Registrant filed a registration statement on Form S-1 (Registration No. 333-257583) (the “Prior S-1 Registration Statement”), with a proposed maximum aggregate offering price of $743,778,986. In connection with the Prior S-1 Registration Statement, the Registrant paid a filing fee of $81,147.00. 16,329,518 of common stock and 53,750 warrants were sold under the Prior S-1 Registration Statement. As a result, $47,852.27 (the “Unused S-1 Fees”) in previously paid fees remain available for future offset. In accordance with Rule 457(p) under the Securities Act, the registrant hereby applies the Unused S-1 Fees to offset the filing fee payable in connection with this filing.
(2)On April 6, 2023, the Registrant filed a registration statement on Form S-3 (Registration No. 333-271169) (the “Prior S-3 Registration Statement”), with a proposed maximum aggregate offering price of $1,760,000. In connection with the Prior S-3 Registration Statement, the Registrant paid a filing fee of $193.95. No securities were sold under the Prior S-3 Registration Statement. As a result, $193.95 (the “Unused S-3 Fees”) in previously paid fees remain available for future offset. In accordance with Rule 457(p) under the Securities Act, the registrant hereby applies the Unused S-3 Fees to offset the filing fee payable in connection with this filing.
