Exhibit 107
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
US WELL SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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 Forward
| |||||||||||||
Newly Registered Securities
| ||||||||||||||||||||||||
Fees to Be Paid
| Debt
| Debt Securities(1)
| ||||||||||||||||||||||
Equity
| Class A common stock, par value $0.0001 per share
| |||||||||||||||||||||||
Equity
| Preferred stock, par value $0.0001 per share
| |||||||||||||||||||||||
Other
| Depositary Shares(2)
| |||||||||||||||||||||||
Other
| Warrants
| |||||||||||||||||||||||
Other
| Subscription Rights
| |||||||||||||||||||||||
Other
| Purchase Contracts
| |||||||||||||||||||||||
Other
| Guarantees of Securities(3)
| |||||||||||||||||||||||
Unallocated
| -
| Rule 457(o)
| -
| -
| $400,000,000
| .0000927
| $37,080(5)
| |||||||||||||||||
Equity
| Class A common stock, par value $0.0001 per share
| 457(c)
| 30,173,000(6)
| $0.98355(7)
| $29,676,654.15
| .0000927
| $2,751.03(8)
| |||||||||||||||||
Fees Previously Paid
| ||||||||||||||||||||||||
Carry Forward Securities
| ||||||||||||||||||||||||
Carry Forward Securities
| ||||||||||||||||||||||||
Total Offering Amounts
| $429,676,654.15
| $39,831.023
| ||||||||||||||||||||||
Total Fees Previously Paid
| ||||||||||||||||||||||||
Total Fee Offsets
| $39,831.023
| |||||||||||||||||||||||
Net Fee Due
| $0
|
(1) | If any Debt Securities are issued at an original issue discount, then the offering price of the Debt Securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $400,000,000 less the offering price of any security previously issued hereunder. |
(2) | Such indeterminate number of Depositary Shares to be evidenced by Depositary Receipts issued pursuant to a deposit agreement. In the event that the registrant elects to offer to the public fractional interests in shares of Preferred Stock registered hereunder, Depositary Receipts will be distributed to those persons purchasing the fractional interests and the shares of Preferred Stock will be issued to the depositary under the deposit agreement. |
(3) | Subsidiaries of U.S. Well Services, Inc. named as co-registrants may fully, irrevocably and unconditionally guarantee on an unsecured basis the non-convertible debt securities of U.S. Well Services, Inc. Pursuant to Rule 457(n) of the Securities Act of 1933, no separate fee is payable in connection with the Guarantees. |
(4) | The securities registered consist of $400,000,000 of an indeterminate number or amount of Debt Securities, Class A Common Stock, Preferred Stock, Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, Units and Guarantees, as may be issued from time to time at indeterminate prices. In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $400,000,000 or the equivalent thereof in foreign currencies, foreign currency units or composite currencies. This registration statement also covers an indeterminate amount of securities registered hereunder and listed in the “Newly Registered and Carry Forward Securities” table above as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder and listed in the “Newly Registered and Carry Forward Securities” table above. |
(5) | This registration statement includes unsold Class A Common Stock and Preferred Stock of U.S. Well Services, Inc. (the “Unsold Securities”) with an aggregate offering price of $337,526,098.05 that were previously covered by registration statement no. 333-230471 initially filed on March 22, 2019 (the “Prior Registration Statement”). Pursuant to Rule 457(p) of the Securities Act, the registrant is offsetting the registration fee due under this registration statement by $40,908.05 with $1,077.02 remaining to be applied to future filings, which represents the portion of the registration fee previously paid with respect to $337,526,098.05 of unsold securities previously registered on the Prior Registration Statement. |
(6) | Consists of shares of Class A common stock issuable upon the exercise of warrants issued by the registrant to the selling stockholders named in the registration statement. Pursuant to Rule 416 under the Securities Act, this registration statement also relates to an indeterminate number of additional shares of Class A common stock to be issued as a result of stock splits, stock dividends or similar transactions. |
(7) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) of the Securities Act based on the average of the high and low sales prices of the registrant’s Class A common stock on April 20, 2022, as reported on the Nasdaq Capital Market. |
(8) | Estimated pursuant to Rule 457(o) under the Securities Act. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name
| Form or Filing Type
| File Number
| Initial Filing Date
| Filing Date
| Fee Offset Claimed
| Security Type Associated with Fee Offset Claimed
| Security Title Associated with Fee Offset Claimed
| Unsold Securities Associated with Fee Offset Claimed
| Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
| Fee Paid with Fee Offset Source
| ||||||||||||
Rules 457(b) and 0-11(a)(2)
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Fee Offset Claims
| ||||||||||||||||||||||
Fee Offset Sources
| ||||||||||||||||||||||
Rule 457(p)
| ||||||||||||||||||||||
Fee Offset Claims
| ||||||||||||||||||||||
Fee Offset Sources
| U.S. Well Services, Inc.
| S-3
| 333-230471
| March 22, 2019
| $39,831.023
| Debt Securities, Class A Common Stock, Preferred Stock, Depositary Shares, Warrants, Subscription Rights, Purchase Contracts, Units and Guarantees
| -
| $337,526,098.05
| $39,831.023
|
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