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 Rule | Amount Registered** | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||||
| Secondary Offering | ||||||||||||||||||||||||||
| Fees to Be Paid | Equity | Class A Common stock, par value $0.0001 per share (“Class A Common Stock”) | Rule 457(c) | 19,262,548(1) | $14.71(2) | $283,255,768 | 0.0000927 | $26,258 | ||||||||||||||||||
| Fees to Be Paid | Warrants | Warrants to Purchase Class A Common Stock | Rule 457(c) | 190,700(3) | $1.57(4) | $299,294 | 0.0000927 | $28 | ||||||||||||||||||
| Fees Previously Paid | Equity | Class A Common Stock | Rule 457(c) | 87,245,513(1) | $9.99(7) | $872,018,902 | 0.0000927 | $80,837 | ||||||||||||||||||
| Fees Previously Paid | Warrants | Warrants to Purchase Class A Common Stock | Rule 457(g) | 8,233,334(5) | $— | $— | 0.0000927 | $—(6) | ||||||||||||||||||
| Primary Offering | ||||||||||||||||||||||||||
| Fees Previously Paid | Equity | Class A Common Stock | Rule 457(g) | 25,483,334 | $11.50 | $293,058,341 | 0.0000927 | $27,167 | ||||||||||||||||||
| Total Offering Amounts | $1,448,632,305 | $134,288 | ||||||||||||||||||||||||
| Total Fees Previously Paid | $108,002 | |||||||||||||||||||||||||
| Total Fee Offsets | $— | |||||||||||||||||||||||||
| Net Fee Due | $26,286 | |||||||||||||||||||||||||
| * | 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. |
| ** | Pursuant to Rule 416 under the Securities Act, this registration statement also covers any additional number of shares of Class A Common Stock 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 and Warrants being registered pursuant to this registration statement. |
| (1) | The aggregate 106,508,061 shares of Class A Common Stock being registered pursuant to this registration statement consists of (a) 82,980,742 shares of Class A Common Stock, (b) 22,077,319 shares of Class A Common Stock issuable to certain unitholders of S1 Holdco upon the transfer or redemption of S1 Holdco Class B Units and (c) 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. |
| (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 $14.71, which is the average of the high and low prices of the Class A Common Stock on Nasdaq on March 30, 2022. |
| (3) | Consists of Public Warrants beneficially owned by directors and officers of the Company. |
| (4) | 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 $1.57, which is the average of the high and low prices of the Public Warrants on Nasdaq on March 30, 2022. |
| (5) | Represents the resale of 8,233,334 Private Placement Warrants held by the Sponsors and certain affiliates of the Company. |
| (6) | 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. |
| (7) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee previously paid, the proposed maximum offering price per share is $9.99, which is the average of the high and low prices of the Class A Common Stock on Nasdaq on February 2, 2022. |
Table 2: Fee Offset Claims and Sources
N/A
