Exhibit 107
Calculation of Filing Fee Table
Form S-4
Gores Holdings VIII, Inc.
Newly Registered and Carry Forward Securities
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 of 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 | Class A common stock | Other(1) | 128,476,152(2)(3) | N/A | $1,282,191,996.96 | .0000927 | $118,859.20 | ||||||||||||||||
Fees Previously Paid | ||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Total Offering Amounts | $118,859.20 | |||||||||||||||||||||||
Total Fees Previously Paid | $0.00 |
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 of 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 | |||||||||||
Total Fee Offsets | $0.00 | |||||||||||||||||||||
Net Fee Due | $118,859.20 |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
(1) | Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is (i) $9.98 (the average of the high and low prices of Public Shares as reported on Nasdaq on February 9, 2022). |
(2) | Represents the estimated maximum number of shares of Class A common stock, par value $0.0001 per share (“Class A Stock”), of the Company following the Business Combination (as defined herein) (such Company, the “Post-Combination Company”) to be issued to Post-Combination Company stockholders upon completion of the Business Combination, estimated solely for the purpose of calculating the registration fee, and is based on an amount equal to the sum of (a) 102,540,177 shares of Class A Stock to be issued to non-Consenting Footprint Stockholders as Aggregate Footprint Stock Consideration, which includes (i) 1,712,560 shares of Class A Stock to be issued to Footprint Common Stockholders (as defined herein), other than the Consenting Footprint Stockholders (ii) 73,785,178 shares of Class A Stock to be issued to Footprint Preferred Stockholders (as defined herein) other than the Consenting Footprint Stockholders, and (iii) 27,042,439 shares of Class A Stock issuable to the holders of Footprint Convertible Promissory Notes pursuant to the terms thereof and the Merger Agreement; (b) 8,351,850 shares of Class A Stock issuable upon the exercise of options to acquire Class A Stock held by current holders of Footprint Stock Options resulting from the automatic conversion at the effective time of the First Merger of Footprint Stock Options (as defined herein) in accordance with the terms of the Merger Agreement (“Rollover Options”), assuming all Rollover Options are exercised on a gross basis; and (c) 17,584,125 shares of Class A Stock that may be issued as contingent consideration in the Business Combination pursuant to the Merger Agreement. |
(3) | Pursuant to Rule 416(a) promulgated 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 to prevent dilution resulting from share splits, share dividends or similar transactions. |
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