Exhibit 107
CALCULATION OF REGISTRATION FEE
Calculation of Filing Fee Table
Form S-1
(Form Type)
Snail, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Title of Securities to be Registered | Fee Calculation Rule | Amount to be Registered(1) | Proposed Maximum Offering Price per Share | Proposed Maximum Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
Equity | Class A Common Stock, par value $0.0001 per share, in relation to Alumni shares | 457 | (c) | 4,807,692 | (2) | $ 1.04 | (3) | $ | 5,000,000 | $ | 0.00011020 | $ | 551.00 | |||||||||||||
Equity | Class A Common Stock issuable upon exercise of the Alumni warrants | 457 | (c) | 367,647 | $ | 1.50 | $ | 551,471 | $ | 0.00011020 | $ | 60.77 | ||||||||||||||
Equity | Class A Common Stock, par value $0.0001 per share of Crom and Jefferson shares | 457 | (c) | 2,117,648 | $ 1.02 | (4) | $ | 2,160,001 | $ | 0.00011020 | $ | 238.03 | ||||||||||||||
Equity | Class A Common Stock issuable upon exercise of the Crom and Jefferson warrants issued in relation to first tranche | 457 | (c) | 714,285 | $ 1.89 | (5) | $ | 1,349,999 | $ | 0.00011020 | $ | 148.77 | ||||||||||||||
Equity | Class A Common Stock issuable upon exercise of the Jefferson warrants that will be issued in relation to the second tranche | 457 | (c) | 906,040 | $ 1.49 | (6) | $ | 1,350,000 | $ | 0.0001102 | $ | 148.77 | ||||||||||||||
Total Offering Amount | - | 8,913,312 | - | $ | 10,411,471 | $ | 0.00011020 | $ | 1,147.34 | |||||||||||||||||
Total Fee Offsets | - | - | - | - | - | - | ||||||||||||||||||||
Net Fee Due | - | - | - | - | - | $ | 1,147.34 |
(1) | All of the shares of Class A common stock offered hereby are for the account of the Selling Stockholders named herein. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock which become issuable upon conversion of the Notes and exercise by Warrants as defined in this Registration Statement. |
(2) | Presumes the purchase of the $5,000,000 worth of shares of Class A common stock in connection with the Alumni Capital equity line of credit financing. |
(3) | Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the as adjusted price of $1.04 for the purchase price per share, that is, 92% of $1.13, the closing price of the registrant’s Class A common stock quoted on the Nasdaq Capital Market on September 18, 2023. |
(4) | Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on as adjusted price of $1.02 for the purchase price per share, that is, 90% of $1.13, the closing price of the registrant’s Class A common stock quoted on the Nasdaq Capital Market on September 18, 2023. |
(5) | Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the $1.89 exercise price per share applicable to shares issuable upon exercise of the Warrants. |
(6) | Estimated solely for purposes of calculating the registration fee according to Rule 457(c) under the Securities Act based on the $1.49 exercise price per share applicable to shares issuable upon exercise of the Warrants. |