Exhibit 107
CALCULATION OF FILING FEE TABLES
Form S-1
(Form Type)
RVeloCITY, Inc.
(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 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 | | Equity | | Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to be sold by the registrant | | | 457 | (o) | | | — | | | | — | | | $ | 10,000,000 | (1)(2) | | | 0.00011020 | | | $ | 1,102.00 | | | | | | | | | | | | | | | | | |
| | Equity | | Underwriter Warrants(3) | | | Other(4) | | | | — | | | | — | | | | — | | | | — | | | | — | (5) | | | | | | | | | | | | | | | | |
| | Equity | | Class A Common Stock issuable upon exercise of Underwriter Warrants(3) | | | Other(4) | | | | — | | | | — | | | $ | 700,000 | (6) | | | 0.00011020 | | | $ | 77.14 | | | | | | | | | | | | | | | | | |
| | Equity | | Class A Common Stock to be sold by the selling stockholders(7) | | | 457 | (o) | | | — | | | | — | | | $ | 5,000,000 | (1) | | | 0.00011020 | | | $ | 551.00 | | | | | | | | | | | | | | | | | |
| | Equity | | Class A Common Stock issuable upon exercise of Bridge Warrants to be sold by the selling stockholders (7) | | | Other(4) | | | | 700,000 | | | $ | 2.50 | (8) | | $ | 1,750,000 | | | | 0.00011020 | | | $ | 192.85 | | | | | | | | | | | | | | | | | |
Fees Previously Paid | | — | | — | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | | | | | | | | | | | | | | |
Carry Forward Securities |
Carry Forward Securities | | — | | — | | | — | | | | — | | | | | | | | — | | | | | | | | | | | | — | | | | — | | | | — | | | | — | |
| | Total Offering Amounts | | | | | | | $ | 17,450,000 | | | | | | | $ | 1,922.99 | | | | | | | | | | | | | | | | | |
| | Total Fees Previously Paid | | | | | | | | | | | | | | | $ | 0 | | | | | | | | | | | | | | | | | |
| | Total Fee Offsets | | | | | | | | | | | | | | | $ | 0 | | | | | | | | | | | | | | | | | |
| | Net Fee Due | | | | | | | | | | | | | | | $ | 1,922.99 | | | | | | | | | | | | | | | | | |
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Includes the aggregate offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any. |
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| (3) | The registrant has agreed to issue to the representative of the underwriters in this public offering of the registrant warrants to purchase such number of shares of Class A Common Stock (the “Underwriter Warrants”) representing an aggregate of 7% of the aggregate number of the shares sold in this offering (including shares issuable upon exercise of the underwriters’ over-allotment option) at an exercise price equal to 100% of the offering price of the shares sold in this offering. |
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| (4) | Calculated pursuant to Rule 457(g) under the Securities Act. |
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| (5) | No separate registration fee required pursuant to Rule 457(g) under the Securities Act. |
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| (6) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The proposed maximum aggregate offering price of the Underwriter Warrants is $700,000, which is equal to 7% of $10,000,000 (the maximum aggregate offering price for this public offering of the registrant). |
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| (7) | The registration statement also covers the resale by certain selling stockholders as named in the registration statement of (i) shares of Class A Common Stock previously issued to such selling stockholders and (ii) shares of Class A common stock issuable upon the exercise of certain warrants (the “Bridge Warrants”) previously issued to such selling stockholders as described in the registration statement. |
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| (8) | The Bridge Warrants have an exercise price equal to the lower of $2.50 or 50% of the price of the Class A Common Stock sold in this public offering of the registrant. |