Exhibit 107
Calculation of Filing Fee Tables
FORM S-4
(Form Type)
FTAC EMERALD ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | | Security Class Title | | Fee Calculation or Carry Forward Rule | | | Amount Registered(1)(2) | | | Proposed Maximum Offering Price Per Unit | | Maximum Aggregate Offering Price | | | Fee Rate | | | Amount of Registration Fee | |
Equity | | Class A common stock, par value $0.0001 per share | | | 457(f)(2) | | | | 39,155,784 | (3) | | N/A | | $ | 39,155.79 | (4) | | | 0.00015310 | | | $ | 6.00 | |
Total Offering Amounts | | | | | $ | 39,155.79 | | | | | | | $ | 6.00 | |
Total Fees Previously Paid | | | | | | | | | | | | | | | |
Total Fee Offsets | | | | | | | | | | | | | | - | |
Net Fee Due | | | | | | | | | | | | | $ | 6.00 | |
| (1) | All securities being registered represents the estimated number of shares of Class A Common Stock to be issued by FTAC Emerald Acquisition Corp., a Delaware corporation (“Emerald”), in connection with the proposed business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger by and among Emerald, EMLD Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Emerald, and Fold, Inc., a Delaware corporation (“Fold”) (as may be amended from time to time, the “Merger Agreement”). In connection with the Business Combination, (a) Emerald will change its name to “Fold Holdings, Inc.” (“New Fold”); (b) each share of Fold common stock, par value $0.001 per share (the “Fold Common Stock”) issued and outstanding immediately prior to the effective time (but excluding any (x) shares of Fold Common Stock held by Blaize as treasury stock, and (y) shares the holders of which perfect rights of appraisal under Delaware law) will be cancelled and converted into the right to receive a number of shares of Emerald Class A Common Stock (rounded down to the nearest whole share) equal to the quotient obtained by dividing (i) the Closing Date Purchase Price (as defined in the Merger Agreement), by (ii) the Company Fully Diluted Capital Stock (as defined in the Merger Agreement); and (c) each award of Fold RSUs that is outstanding and unsettled immediately prior to the Effective Time shall automatically be converted into an award of restricted stock units relating to shares of New Fold Common Stock as set forth in the Merger Agreement. |
| (2) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions, share dividends or similar transactions. |
| (3) | Represents shares of Class A Common Stock to be issued to the equityholders of Fold in connection with the Business Combination equal to the quotient obtained by dividing (A) (x) in the event that the 60-day volume-weighted average price of Bitcoin as of the day immediately prior to the Business Combination Closing Date is less than $90,000, the Base Purchase Price of $365,000,000, or (y) in the event that the 60-day volume-weighted average price of Bitcoin as of the day immediately prior to the Business Combination Closing Date is equal to or greater than $90,000, $365,000,000 plus an amount equal to the product of (a)(i) the Adjusted Company Bitcoin Treasury Amount minus (ii) the Company Bitcoin Treasury Amount, multiplied by (b) 0.2; provided, that such additional amount shall not exceed $54.75 million, by (B) $10.72. |
| (4) | Calculated in accordance with Rule 457(f)(2) under the Securities Act. Fold is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of Fold’s securities expected to be exchanged in connection with the Business Combination described herein. |