Exhibit 107
Calculation of Filing Fee Tables
S-1
(Form Type)
System1, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities*
Security Type | Security Class Title | Fee Calculation | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(5) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
Primary Offering | ||||||||||||||||||||||||
Equity | Class A Common stock, par value $0.0001 per share (“Class A Common Stock”), | Rule 457(g) | 25,483,334(2) | $11.50(3) | $ | 293,058,341.00 | 0.0000927 | $ | 27,166.51 | |||||||||||||||
Secondary Offering | ||||||||||||||||||||||||
Equity | Class A Common Stock | Rule 457(c) | 87,245,513(4) | $9.99(5) | $ | 872,018,902.44 | 0.0000927 | $ | 80,836.15 | |||||||||||||||
Warrants | Warrants to Purchase Class A Common Stock | Rule 457(g) | 8,233,334(6) | $— | $ | — | 0.0000927 | $ | — | (7) | ||||||||||||||
|
| |||||||||||||||||||||||
Total Offering Amounts |
| $ | 1,165,077,243.44 | $ | 108,002.66 | |||||||||||||||||||
|
| |||||||||||||||||||||||
Fees Previously Paid |
| $ | — | |||||||||||||||||||||
|
| |||||||||||||||||||||||
Total Fee Offsets |
| $ | — | |||||||||||||||||||||
|
| |||||||||||||||||||||||
Net Fee Due |
| $ | 108,002.66 | |||||||||||||||||||||
|
| |||||||||||||||||||||||
| * | Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Company’s Registration Statement on Form S-1 to which this exhibit relates. |
| (1) | Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional number of shares of common stock (“Class A Common Stock”), par value $0.0001 per share, of System1, Inc. (the “Company”) issuable upon stock splits, stock dividends or other distributions, recapitalization or similar events with respect to the shares of Class A Common Stock being registered pursuant to this registration statement. |
| (2) | Consists of (a) 17,250,000 shares of Class A Common Stock issuable upon the exercise of Public Warrants and (b) 8,233,334 shares of Class A Common Stock issuable upon the exercise of Private Placement Warrants. |
| (3) | The price per share is based upon the exercise price per the Warrant of $11.50 per share. |
| (4) | Consists of (a) 71,574,351 shares of Class A Common Stock, (b) 12,771,162 shares of Class A Common Stock issuable to certain unitholders of S1 Holdco upon the transfer or redemption of S1 Holdco Class B Units, (c) 1,450,000 shares of Class A Common Stock issuable upon the conversion of Class D Common Stock, pursuant to the earnout provisions of the Business Combination Agreement and (d) 1,450,000 shares of Class A Common Stock issuable upon the conversion of restricted stock units of the Company pursuant to the earnout provisions of the Business Combination Agreement. |
| (5) | 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 $9.48, which is the average of the high and low prices of the Class A Common Stock on Nasdaq on February 1, 2022. |
| (6) | Represents the resale of 8,233,334 Private Placement Warrants held by the Sponsors and certain affiliates of the Company. |
| (7) | In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the shares of Class A Common Stock underlying the warrants, and no separate fee is payable for the warrants. |
Table 2: Fee Offset Claims and Sources
N/A
