Exhibit 107
Calculation of Filing Fee Tables
FORM S-1
(Form Type)
FaZe Holding 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 | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||
| Newly Registered Securities | ||||||||||||||||
Fees Previously Paid | Equity | Primary Offering: Common Stock, par value $0.0001 per share | 457(c) | 5,923,333(3) | $11.10(2) | $65,748,996.30 | .0000927 | $6,094.93 | ||||||||
| Equity | Secondary Offering: Common Stock, par value $0.0001 per share | 457(c) | 55,264,873(4) | $11.10(2) | $613,440,090.30 | .0000927 | $56,865.90 | |||||||||
| Equity | Secondary Offering: Common Stock, par value $0.0001 per share | 457(c) | 8,770,706(4) | 13.44(5) | $117,878,288.64 | .0000927 | $10,927.32 | |||||||||
| Warrants | Secondary Offering: Warrants to purchase Common Stock | 457(g) | 173,333(6) | (7) | ||||||||||||
| Carry Forward Securities | ||||||||||||||||
| Carry Forward Securities | ||||||||||||||||
| Total Offering Amounts | $ 797,067,375.24 | $73,888.15 | ||||||||||||||
| Total Fees Previously Paid | $62,960.83 | |||||||||||||||
| Total Fee Offsets | $0.00 | |||||||||||||||
| Net Fee Due | $ 10,927.32 | |||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued as a result of stock splits, stock dividends or similar transactions. |
| (2) | Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per Security and the maximum aggregate offering price are based on the average of the $12.00 (high) and $10.20 (low) sale price of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on July 27, 2022, which date is within five business days prior to filing this Registration Statement. |
| (3) | Consists of up to 5,923,333 shares of common stock, comprising (1) the shares of common stock, par value $0.0001 per share, that may be issued upon exercise of 5,750,000 outstanding public warrants that were issued to stockholders in connection with the IPO, and (ii) up to 173,333 shares of common stock that may be issued upon exercise of outstanding private placement warrants. |
| (4) | Consists of up to 64,035,579 shares of common stock registered for resale by the selling securityholders, comprising, (i) 40,512,679 shares of common stock issued to securityholders of the Company pre-Business Combination in connection with the Business Combination; (ii) 520,000 shares of common stock issued upon the separation of the Private Placement Units that were issued in a private placement simultaneous with the IPO; (iii) 10,000,000 shares of common stock issued in the PIPE Investment; (vi) 4,312,500 shares of Common Stock converted from the Founder Shares; (v) 8,517,067 shares of Common Stock issuable upon the exercise of Legacy FaZe Options that converted into FaZe stock options in connection with the Business Combination; |
| (5) | Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The maximum price per Security and the maximum aggregate offering price are based on the average of the $14.00 (high) and $12.89 (low) sale price of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on September 21, 2022, which date is within five business days prior to filing this Registration Statement. |
| (6) | Consists of 173,333 private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement. |
| (7) | In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the shares of common stock underlying the warrants, and no separate fee is payable for the warrants. |
