Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
Verde Clean Fuels, 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(2)(3) | 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(1) | 457(o) | 32,528,461 | (2) | $ | 5.38 | (5) | $ | 175,003,120.18 | .00011020 | $ | 19,285.34 | |||||||||||||||||||||||||||||
Fees to | Equity | Class A Common Stock, par value $0.0001 per share(1) | 457(o) | 15,412,479 | (3) | $ | 5.38 | (5) | $ | 82,919,137.02 | .00011020 | $ | 9,137.69 |
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Be Paid | Equity | Warrants to purchase shares of Class A Common Stock | 457(i) | 2,475,000 | (4) | — | — | — | — | (6) | ||||||||||||||||||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Total Offering Amounts | $ | 257,922,257.20 | $ | 28,423.03 | ||||||||||||||||||||||||||||||||||||||
Total Fees Previously Paid | ||||||||||||||||||||||||||||||||||||||||||
Total Fee Offsets | ||||||||||||||||||||||||||||||||||||||||||
Net Fee Due | $ | 28,423.03 |
(1) | In the event of a stock split, stock dividend or other similar transaction involving the registrant’s Class A Common Stock, in order to prevent dilution, the number of shares of common stock registered hereby shall be automatically increased to cover the additional shares of common stock in accordance with Rule 416(a) under the Securities Act. |
(2) | Consists of (i) 4,312,500 Founder Shares issued in a private placement in connection with the initial public offering of CENAQ, (ii) up to 22,500,000 shares of Class A Common Stock issuable upon the conversion of Class C common stock, par value $0.0001 per share, issued to Bluescape Clean Fuels Holdings, LLC upon the exchange of Class C common units of Verde Clean Fuels OpCo, LLC, and the cancellation of an equal number of shares of Class C Common Stock, (iii) 3,200,000 shares of Class A Common Stock originally issued and sold to certain of the Selling Securityholders pursuant to subscription agreements dated as of August 12, 2022, (iv) up to 2,475,000 shares of Class A Common Stock issuable upon exercise of the warrants issued to CENAQ Sponsor LLC in a private placement (the “Private Placement Warrants”), and (v) up to 40,961 shares of Class A Common Stock issuable upon the conversion of convertible securities held by CENAQ Sponsor, LLC. |
(3) | Consists of (i) 2,475,000 shares of common stock issuable upon the exercise of the Private Placement Warrants and (ii) 12,937,479 shares of Class A Common Stock issuable upon the exercise of warrants included in the publicly sold units (the “Public Warrants”) to purchase Class A Common Stock, in each case at an exercise price of $11.50 per share. |
(4) | Represents the resale of 2,475,000 Private Placement Warrants.
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(5) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s common stock on April 19, 2023, as reported on the Nasdaq Stock Market.
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(6) | In accordance with Rule 457(i), the entire registration fee for the Private Placement Warrants is allocated to the shares of common stock underlying the Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants. |