Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
LUCID GROUP, INC.
(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(1) | Proposed Maximum Offering Price Per Unit(3) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(4) | 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 $0.0001 per share (“common stock”) | Other | 85,712,679(2) | $7.27 | $623,131,176.33 | 0.00011020 | $68,669.06 | ||||
Equity | Preferred stock | |||||||||||
Equity | Depositary shares | |||||||||||
Debt | Debt securities | |||||||||||
Other | Warrants | |||||||||||
Other | Purchase contracts | |||||||||||
Other | Units | |||||||||||
Unallocated (Universal) Shelf | - | |||||||||||
Fees Previously Paid | ||||||||||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | ||||||||||||
Total Offering Amounts | $623,131,176.33 | $68,669.06 | ||||||||||
Total Fees Previously Paid | - | |||||||||||
Total Fee Offsets(5) | - | |||||||||||
Net Fee Due | $68,669.06 |
(1) | In the event of a stock split, stock dividend or similar transaction involving the registrant’s common stock, the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Represents an aggregate of 85,712,679 shares of common stock issued to Ayar Third Investment Company (“Ayar”) pursuant to the Subscription Agreement, dated as of November 8, 2022 between the Company and Ayar. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and low prices of the Registrant’s common stock on The Nasdaq Global Select Market on May 2, 2023. |
(4) | Rounded to the nearest cent. |
(5) | The Registrant does not have any fee offsets. |
Table 3: Combined Prospectuses
Security Type | Security Class Title | Amount of Securities Previously Registered(6) | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date |
Equity | Common stock | 44,350,000(7) | $510,025,000.00(8) | S-1 | 333-258348 | 08/24/2021 |
Equity | Common stock | 1,076,235,267(9) | $25,345,340,537.85(10) | S-1 | 333-258348 | 08/24/2021 |
Other | Warrants to purchase shares of common stock | 7,221,921(11) | - | S-1 | 333-258348 | 08/24/2021 |
Equity | Common stock | - | $7,400,017,750 | S-3 | 333-267147 | 09/02/2022 |
(6) | Pursuant to Rule 416 under the Securities Act, the amount of securities previously registered includes such indeterminate number of additional securities that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
(7) | Consists of an aggregate of 44,350,000 shares of common stock, consisting of (a) 42,850,000 shares of common stock issuable upon exercise of the Private Placement Warrants (as defined herein) by the holders thereof and (b) 1,500,000 shares of common stock issuable upon exercise of the Working Capital Warrants (as defined herein) by the holders thereof. |
(8) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act based on the exercise price of $11.50 of the Private Placement Warrants and Working Capital Warrants. |
(9) | Consists of 1,076,235,267 shares of common stock registered for resale by the Selling Securityholders (as defined herein), including issued and outstanding shares of common stock, shares of common stock subject to vesting and/or exercise of the assumed Legacy Lucid Awards (as defined herein), and shares of common stock issuable upon exercise of certain Private Placement Warrants. |
(10) | Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $23.55 per share, which is the average of the high and low prices of shares of common stock on July 23, 2021 on the New York Stock Exchange. |
(11) | Represents the resale of 7,221,921 Private Placement Warrants held by certain of the Selling Securityholders. |
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