Exhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
INTUITIVE MACHINES, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered 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 | |||||||||||||||||||||
Fees to Be Paid | Equity | Class A Common Stock, par value $0.0001 per share | 457(c) | 9,411,766 | (2) | $ | 2.57 | (3) | $ | 24,188,238.62 | $ | 0.00014760 | $ | 3,570.19 | ||||||||||||||
Fees to Be Paid | Equity | Class A Common Stock, par value $0.0001 per share | 457(c) | 9,411,766 | (4) | $ | 2.57 | (3) | $ | 24,188,238.62 | $ | 0.00014760 | $ | 3,570.19 | ||||||||||||||
Total Offering Amounts | $ | 48,376,477.24 | $ | 7,140.38 | ||||||||||||||||||||||||
Total Fees Previously Paid | — | — | ||||||||||||||||||||||||||
Total Fee Offsets | — | — | ||||||||||||||||||||||||||
Net Fee Due | — | $ | 7,140.38 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), Intuitive Machines, Inc. (the “Registrant”) is also registering an indeterminate number of additional shares of common stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | Represents the sum of the shares of the Registrant’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) issuable upon the exercise of (a) that certain that certain New Series A Common Stock Purchase Warrant, which entitles the holder thereof to purchase up to 4,705,883 shares of Class A Common Stock at an exercise price of $2.75 per share (the “New Series A Warrant”), and (b) that certain New Series B Common Stock Purchase Warrant, which entitles the holder thereof to purchase up to 4,705,883 shares of Class A Common Stock at an exercise price of $2.75 per share (the “New Series B Warrant” and, together with the New Series A Warrant, the “New Warrants”), by the holders thereof. |
(3) | Estimated solely for the purpose of calculating as the registration fee pursuant to Rule 457(c) promulgated under Securities Act based on the average of the high and low sales prices of shares of the Registrant’s Class A Common Stock on The Nasdaq Stock Market LLC on January 19, 2024 (such date being within five business days prior to the date that this registration statement was filed with the U.S. Securities and Exchange Commission) and rounded up to the nearest cent. |
(4) | Represents 9,411,766 shares of Class A Common Stock issuable upon the exercise of the New Warrants issued to Armistice Capital Master Fund Ltd. (“Armistice”) in connection with the closing a private placement pursuant to that certain Warrant Exercise Agreement, dated as of January 10, 2024, by and between the Registrant and Armistice. |