Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
GigCapital5, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) (2) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price(3) | Fee Rate | Amount of Registration Fee(4) | |||||||||
Newly Registered Securities | ||||||||||||||||
Fees to Be Paid | Equity | Common value | Rule 457(a) | 14,807,937 | N/A | $153,262,147.95 | $110.20 per $1,000,000 | $16,889.49 | ||||||||
Fees Previously Paid | ||||||||||||||||
Carry Forward Securities | ||||||||||||||||
Carry Forward Securities | ||||||||||||||||
Total Offering Amounts | $16,889.49 | |||||||||||||||
Total Fees Previously Paid | $0 | |||||||||||||||
Total Fee Offsets | $16,889.49 | |||||||||||||||
Net Fee Due | $0 |
(1) | Based on the maximum number of shares of Combined Company Common Stock to be issued in connection with the Business Combination (excluding shares of QT Imaging capital stock issued to certain current stockholders who have previously committed to deliver written consents to vote in favor of the Merger). |
(2) | Pursuant to Rule 416(a) promulgated under 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 and/or similar transactions. |
(3) | Pursuant to Rules 457(c) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is estimated to be an amount equal to $153,262,147.95, calculated as the product of (i) 14,807,937 shares of Common Stock, the estimated maximum number of shares of Common Stock that may be issued in the Business Combination (excluding shares of QT Imaging capital stock issued to certain current stockholders who have previously committed to deliver written consents to vote in favor of the Merger) and (ii) $10.35, the average of the high and low trading prices of Common Stock on February 10, 2023 (within five business days prior to the date of this registration statement). |
(4) | Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by the Fee Rate. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form of Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||
Rule 457(b) and 0-11(a)(2) | ||||||||||||||||||||
Fees Offset Claims | ||||||||||||||||||||
Fees Offset Sources | ||||||||||||||||||||
Rule 457(p) | ||||||||||||||||||||
Fees Offset Claims | GigCapital5, Inc. | S-1 | 333-254038 (1) | March 9, 2021 | 16,889.49 | Equity | Units, each consisting of one share of stock, $0.0001 par value, and redeemable warrant(2) | 17,250,000 | $18,819.75 | |||||||||||
Fees Offset Sources | GigCapital5, Inc. | S-1 | 333-254038 (1) | March 9, 2021 |
(1) | The registrant reduced the offering size in connection with the registration statement on Form S-1 (No. 333-254038) by filing Amendment No. 3 to the registration statement on August 23, 2021, by which a number of securities offered in the registration statement was reduced from 35,000,000 units (or up to 40,250,000 units if the underwriters exercise their over-allotment option in full) to 20,000,000 units (or up to 23,000,000 units if the underwriters exercise their over-allotment option in full). The registration statement on Form S-1 was declared effective on September 23, 2021 and the registrant sold 23,000,000 units. |
(2) | The unit structure was subsequently changed by filing Amendment No. 4 to the registration statement on Form S-1 on September 20, 2021, so that each unit consisted of one share of common stock and one redeemable warrant. |