Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
OPAL 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 | | | Fee
Rate | | | Amount
of
Registration
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 |
| Fee Previously Paid | | Equity | | Class A Common Stock, par value $0.0001 per share | | Other (2) | | | 175,541,507 | (3) | | $ | 10.21 | (2) | | $ | 1,792,278,787 | | | $ | 0.0000927 | | | $ | 166,145 | | | | | | | | | | | | | | | | | |
| | | Equity | | Warrants to Purchase Class A Common Stock, par value $0.0001 per share | | Other (4) | | | 9,223,261 | | | | | | | | | | | $ | 0.0000927 | | | | | (4) | | | | | | | | | | | | | | | | |
| Fees to be Paid | | Equity | | Class A Common Stock, par value $0.0001 per share | | Other (5) | | | 6,223,233 | (6) | | $ | 9.855 | (5) | | $ | 61,329,962 | | | $ | 0.0000927 | | | $ | 5,686 | | | | | | | | | | | | | | | | | |
| | | Equity | | Warrants to Purchase Class A Common Stock, par value $0.0001 per share | | Other (4) | | | 6,223,233 | | | | | | | | | | | $ | 0.0000927 | | | | | (4) | | | | | | | | | | | | | | | | |
| Carry Forward Securities |
| Carry Forward Securities | | | | | | | | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total Offering Amounts | | | | | | | | | $ | 171,831 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total Fees Previously Paid | | | | | | | | | | 166,145 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Fee Due | | | | | | | | | $ | 5,686 | (7) | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high and low prices of the Registrant’s Class A Common Stock as reported on The Nasdaq Capital Market on August 5, 2022. |
| (3) | The number of shares of Class A Common Stock being registered includes (i) 21,919,209 shares of the Registrant’s Class A Common Stock, (ii) 144,399,037 shares of the Registrant’s Class A Common Stock issuable upon the conversion of (a) 144,399,037 common units of Opal Fuels LLC for shares of the Registrant’s Class C Common Stock and the subsequent conversion of such shares of Class C Common Stock and (iii) 9,223,261 shares of the Registrant’s Class A Common Stock issuable upon exercise of warrants. |
| (4) | Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the warrants and the entire fee is allocated to the underlying Class A Common Stock. |
| (5) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high and low prices of the Registrant’s Class A Common Stock as reported on The Nasdaq Capital Market on September 16, 2022. |
| (6) | The number of shares of Class A Common Stock being registered includes 6,223,233 shares of the Registrant’s Class A Common Stock issuable upon exercise of warrants. |
| (7) | The additional filing fee to be paid upon the filing of Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-266757) reflects the addition of publicly held warrants to the registration statement that were not included in the original filing. |
