Crescent Energy (CRGY) POSASR Automatic shelf registration (post-effective amendment)

S-3 POSASR EX-FILING FEES 333-277702 0001866175 Crescent Energy Co 0001866175 2025-02-03 2025-02-03 0001866175 1 2025-02-03 2025-02-03 0001866175 2 2025-02-03 2025-02-03 0001866175 3 2025-02-03 2025-02-03 0001866175 4 2025-02-03 2025-02-03 0001866175 5 2025-02-03 2025-02-03 0001866175 6 2025-02-03 2025-02-03 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

Crescent Energy Co

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 Type	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	1	Equity	Class A Common Stock, par value $0.0001 per share	Other	5,454,546	$ 15.56	$ 84,872,735.76	0.0001531	$ 12,994.02
Fees to be Paid	2	Equity	Class A Common Stock, par value $0.0001 per share	457(r)				0.0001531
Fees to be Paid	3	Equity	Preferred Stock, par value $0.0001 per share	457(r)				0.0001531
Fees to be Paid	4	Equity	Depositary Shares	457(r)				0.0001531
Fees to be Paid	5	Equity	Warrants	457(r)				0.0001531
Fees Previously Paid	6	Equity	Class A Common Stock, par value $0.0001 per share	Other		$ 11.14	$ 577,128,309.00		$ 85,184.14
Carry Forward Securities
Carry Forward Securities
			Total Offering Amounts:				$ 662,001,044.76		$ 98,178.16
			Total Fees Previously Paid:						$ 85,184.14
			Total Fee Offsets:						$ 0.00
			Net Fee Due:						$ 12,994.02

Offering Note

1	1.a. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers any additional securities that may be offered, issued or become issuable in connection with any stock split, stock dividend or similar transaction or pursuant to anti-dilution provisions of any of the securities being registered. 1.b. Estimated solely for the purpose of calculation of the registration fee pursuant to Rule 457(c) under the Securities Act based on a per share price of $15.56, the average of the high and low reported sales prices of Crescent Energy Companys (the Company) Class A common stock, par value $0.0001 per share (Class A Common Stock), on the New York Stock Exchange on January 30, 2025. 1.c. The Company previously registered 51,806,850 shares of Class A Common Stock held by Independence Energy Aggregator L.P. pursuant to a Registration Statement on Form S-3 (File No. 333-277702), filed on March 6, 2024 (the Original Registration Statement), and paid a total registration fee of $85,184.14 thereunder. As of the date hereof, Independence Energy Aggregator L.P. holds 29,706,850 shares of Class A Common Stock, representing a balance of $330,934,309 maximum aggregate offering price and $48,845.91 in registration fees under the Original Registration Statement. This Amendment No. 1 to the Original Registration Statement (the Amendment) registers an additional 5,454,546 shares of Class A Common Stock held by an additional selling stockholder, for a total of 35,161,396 shares of Class A Common Stock registered.
2	See notes 1.a. and 1.b. above. 2.a. There is being registered hereunder such indeterminate number or amount of Class A common stock, preferred stock, depositary shares and warrants as may from time to time be issued by the registrant at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including pursuant to the exercise of any warrants previously issued by the registrant and under any applicable antidilution provisions. 2.b. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all of the registration fee and will pay the registration fee on a pay-as-you-go basis. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment.
3	See notes 1.a., 1.b., 2.a. and 2.b. above.
4	See notes 1.a., 1.b., 2.a., and 2.b. above. 4.a. The depositary shares being registered will be evidenced by depositary receipts issued under a depositary agreement. If Crescent Energy Company elects to offer fractional interests in shares of preferred stock to the public, depositary receipts will be distributed to the investors purchasing the fractional interests, and the shares will be issued to the depositary under the depositary agreement.
5	See notes 1.a., 1.b., 2.a., and 2.b. above.
6	See notes 1.a., 1.b., and 1.c. above.