Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
ESGEN Acquisition Corporation
(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)(7) | Proposed Maximum Offering Price Per Security | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||
Newly Registered Securities | ||||||||||||||||
Fees to Be Paid | Equity | Class A Common Stock | Rule 457(f)(1) | 9,796,555(2) | $11.08(3) | $108,545,829.40 | 0.00011020 | $11,961.75 | ||||||||
Equity | Warrants | Rule 457(f)(1) | 27,840,000(4) | — | — | 0.00011020 | — | |||||||||
Equity | Class A Common Stock underlying Warrants | Rule 457(g)(1) | 27,840,000(5) | $11.54(6) | $321,273,600(7) | 0.00011020 | $35,404.35 | |||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | ||||||||
Carry Forward Securities | ||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | ||||||||
Total Offering Amounts | $429,819,429.40 | $47,366.10 | ||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||
Total Fee Offsets | — | |||||||||||||||
Net Fee Due | $47,366.10 |
(1) | All securities being registered will be issued by ESGEN Acquisition Corporation, a Cayman Islands exempted company (“ESGEN”), following its domestication (the “Domestication”) as a Delaware corporation. In connection with the Domestication, (a) ESGEN will change its name to as to be determined by the parties to the business combination described in this registration statement and the accompanying proxy statement/ |
(2) | Represents (i) 2,896,555 ESGEN Class A Shares underlying units issued in ESGEN’s initial public offering and, (ii) 6,900,000 ESGEN Class B Shares, in each case as described in the registration statement and the accompanying proxy statement/prospectus. |
(3) | Estimated pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”) and solely for the purpose of calculating the registration fee, based on the average of the high and low prices of ESGEN Class A Shares on the Nasdaq Global Market on September 12, 2023 ($11.08 per ESGEN Class A Share). |
(4) | Represents the maximum number of New PubCo warrants issuable in exchange for ESGEN warrants outstanding immediately prior to the Domestication, of which 13,800,000 are public warrants and 14,040,000 are private warrants. |
(5) | Represents the maximum number of shares of New PubCo Class A Common Stock issuable upon exercise of New PubCo warrants. Each New PubCo warrant will entitle its holder to purchase one share of New PubCo Class A Common Stock at a price of $11.50 per share (subject to adjustment). |
(6) | The maximum number of New PubCo warrants and shares of New PubCo Class A Common Stock issuable upon exercise of the New PubCo warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the New PubCo warrants has been allocated to the shares of underlying New PubCo Class A Common Stock. The registration fee is estimated pursuant to Rules 457(f)(1) and 457(g)(1) under the Securities Act and solely for the purpose of calculating the registration fee, based on the average of the high and low prices of an ESGEN Public Warrant on the Nasdaq Global Market on September 12, 2023 of $0.04 and the exercise price of an ESGEN Public Warrant of $11.50, respectively. |
(7) | Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued resulting from stock splits, stock dividends or similar transactions. |
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