Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
PONO CAPITAL CORP.
(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 | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form | 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 $0.000001 | Other | 60,000,000(1) | N/A | $600,000,000(2) | 0.0001102 | $66,120.00(3) | ||||||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | ||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | ||||||||||||||||
Total Offering Amounts | $66,120.00 | |||||||||||||||||||||||
Total Fees Previously Paid | 0.00 | |||||||||||||||||||||||
Total Fee Offsets | 0.00 | |||||||||||||||||||||||
Net Fee Due | $66,120.00 |
(1) | The number of shares of Class A common stock, par value $0.000001 per share (“Common Stock”), of Pono Capital Corp. (the “Company”) being registered is based upon an estimate of the maximum number of shares of common stock, par value $0.000001 per share (the “Common Stock”), of the Company issuable in connection with the merger of Pono Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), with and into AERWINS Technologies Inc., a Delaware corporation (“AERWINS”), pursuant to the Agreement and Plan of Merger by and among the Company, the Merger Sub, AERWINS and the other parties thereto (the “Merger Agreement”). |
(2) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated based upon the Stockholder Merger Consideration (as defined in the Merger Agreement). |
(3) | Pursuant to Rule 457(o) of the Securities Act, the registration fee has been calculated on the basis of the maximum aggregate offering price. The fee has been determined in accordance with Section 6(b) of the Securities Act at a rate equal to $110.20 per $1,000,000 of the proposed maximum aggregate offering price. |