Exhibit 107
EX-FILING FEES
Calculation of Filing Fee Tables
S-1
(Form Type)
Wag! Group Co.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | | | | | | | | | | | | |
| Security Type | Security | Fee | Amount | Proposed | Maximum | Fee Rate | Amount of | Carry | Carry | Carry | Filing Fee | |
Newly Registered Securities | |||||||||||||
Fees to Be Paid | Equity | Common stock (3) | 457(c) | 16,395,564 | $4.91 | $80,502,219.24 (6) | 0.0000927 | $7,462.56 | | | | | |
| Equity | Common stock (4) | 457(c) | 13,801,993 | $4.91 | $67,767,785.63 (6) | 0.0000927 | $6,282.07 | | | | | |
| Equity | Warrants to purchase Common stock (5) | 457(c) | 3,895,564 | — | — | — | —(8) | | | | | |
Fees Previously Paid | — | — | — | — | — | — | | — | | | | | |
Carry Forward Securities | |||||||||||||
Carry Forward Securities | — | — | — | — | | — | | | — | — | — | — | |
| Total Offering Amounts | | $148,270,004.87 | 0.0000927 | $13,744.63 | | | | | ||||
| Total Fees Previously Paid | | | | — | | | | | ||||
| Total Fee Offsets | | | | — | | | | | ||||
| Net Fee Due | | | | | | | | |
(2) | Pursuant to Rule 416(a) promulgated under the U.S. 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 stock splits, stock dividends, or similar transactions. |
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(3) | Consists of (i) up to 3,895,564 shares of common stock issuable upon the exercise of warrants (the “Private Placement Warrants”) originally issued in a private placement to CHW Acquisition Sponsor, LLC (the “Sponsor”) in connection with the initial public offering of CHW Acquisition Corporation (“CHW”) and (ii) up to 12,500,000 shares of common stock issuable upon the exercise of warrants (the “Public Warrants”) originally issued in the initial public offering of CHW. |
(4) | Consists of (i) up to 500,000 shares of common stock issued in a private placement pursuant to subscription agreements entered into on February 2, 2022, (ii) up 3,895,564 shares of common stock issuable upon exercise of the Private Placement Warrants, (iii) 72,434 shares of common stock pursuant to the net exercise of the Wag! Common Warrants, (iv) up to 3,117,500 shares of common stock (including shares issuable upon the exercise of convertible securities) pursuant to that certain Amended and Restated Registration Rights Agreement, dated August 9, 2022, between us and the selling securityholders granting such holders registration rights with respect to such shares, (iv) up to 6,166,495 shares of common stock issuable upon the exercise of options and restricted stock units originally issued to officers and directors of Wag Labs, Inc. (“Legacy Wag!”) and (v) 50,000 shares of common stock pursuant to that certain Engagement Letter, dated August 12, 2022, between us and Craig-Hallum Capital Group LLC (the “Craig-Hallum Engagement Letter”). |
(5)Represents the resale of 3,895,564 Private Placement Warrants.
(6) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock of Wag! Group Co. on the Nasdaq Global Market on September 9, 2022 (such date being within five business days of the date that this registration statement was first filed with the SEC) in accordance with Rule 457(c) of the Securities Act. |
(7) | Calculated pursuant to Rule 457 promulgated under the Securities Act by determining the product of (i) the proposed maximum aggregate offering price and (ii) 0.0000927. |
(8) | In accordance with Rule 457(i), the entire registration fee for the Private Warrants is allocated to the shares of common stock underlying the Private Warrants, and no separate fee is payable for the Private Warrants. |
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