Exhibit 107
Calculation of Filing Fee Tables
Form S-1
(Form Type)
QUALTEK SERVICES INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security | Security | Fee | Amount | Proposed | Maximum | Fee Rate | Amount of | |
Fees to Be Paid | Equity | Class A Common Stock, $0.0001 par value per share | 457(a) | 3,283,000 | $1.61(1) | $5,285,630 | 0.0000927 | $490 |
Fees to Be Paid | Other | Warrants to purchase Class A Common Stock | 457(g) | 306,000 | $11.80 | - | - | (2) |
Fees to Be Paid | Equity | Class A Common Stock issuable upon exercise of Warrants | 457(f) | 306,000 | $11.77(3) | $3,601,620 | 0.0000927 | $334 |
Fees to Be Paid | Debt Convertible into Equity | Senior Convertible Notes due 2027 | 457(o) | $124,685,000(4) | 100 | $124,685,000 | 0.0000927 | $11,559 |
Fees to Be Paid | Other | Guarantees of Senior Convertible Notes due 2027 | (5) | - | - | - | - | - |
Fees to Be Paid | Equity | Class A Common Stock issuable upon exercise of Senior Convertible Notes due 2027 | (6) | 31,104,034(7) | - | - | - | - |
Fees Previously Paid | | | | | | | | |
Total Offering Amounts | $133,572,250 | $12,383 | ||||||
Total Fees Previously Paid | — | |||||||
Total Fee Offsets | — | |||||||
Net Fee Due | $12,381 |
(1)Estimated in accordance with Rule 457(a) under the Securities Act of 1933 (the “Securities Act”) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Company’s common stock as reported on The Nasdaq Capital Market on September 15, 2022.
(2)Pursuant to Rule 457(g) under the Securities Act, no additional registration fee is payable with respect to the warrants.
(3)Pursuant to Rules 457(f)(1) and 457(i) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price for the Warrants is an amount equal to (i) $0.27, the average of the high and low trading prices of warrants on The Nasdaq Capital Market on September 6, 2022 and (ii) the exercise price of $11.50 per share of Class A Common Stock issuable upon exercise of such warrant.
(4)Represents the maximum principal amount of the notes being registered for resale on this registration statement by the Selling Securityholders named in this registration statement.
(5)Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is payable with respect to the guarantees.
(6)No additional consideration will be received upon conversion of such notes, and therefore, no registration fee is required pursuant to Rule 457(i) under the Securities Act.
(7)Represents the number of shares of Class A common stock (the “Common Stock”) that may be issued upon conversion of the Senior Convertible Notes due 2027 registered hereunder. As more fully described in this registration statement, the initial conversion rate is 100.0000 shares of Common Stock per $1,000 principal amount of notes subject to adjustment as more fully described in this Registration Statement. The Senior Convertible Notes due 2027 are initially convertible into 31,104,034 shares of Common Stock, subject to adjustment as more fully described in this Registration Statement. The number of shares of Common Stock being registered represents a good faith estimate of the maximum number of shares that may be issued upon conversion of the Selling Securityholders’ Senior Convertible Notes due 2027. Pursuant to Rule 416 under the Securities Act, the registrant is also registering for resale such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the notes as a result of the anti-dilution provisions thereof.