Exhibit 107
Calculation of Filing Fee Tables
Form S-1
Form S-4
(Form Type)
Surf Air Mobility Inc.
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
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 | | Common stock, par value US$0.0001 per share, pursuant to the primary prospectus | | | | | | | 114,385,330 | | | | N/A | | | | 37747.16 | (1) | | | .00011020 | | | $ | 4.16 | | | | | | | | | | | | | | | | | |
| Fees to be paid | | Equity | | Common stock, par value US$0.0001 per share, to be sold by the Registered Stockholders pursuant to the resale prospectus | | | | | | | 18,826,874 | | | | N/A | | | | 6,212.87 | (1) | | | .00011020 | | | $ | 0.68 | | | | | | | | | | | | | | | | | |
| Fees to be paid | | Equity | | Common stock, par value US$0.0001 per share, underlying warrants, to be sold by the Registered Stockholders pursuant to the resale prospectus | | | | | | | 4,871,772 | | | | N/A | | | | 186,247,843.56 | (2) | | | .00011020 | | | $ | 20,524.51 | | | | | | | | | | | | | | | | | |
| Fees Previously Paid | | N/A | | N/A | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | N/A | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Carry Forward Securities | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Carry Forward Securities | | N/A | | N/A | | | N/A | | | | N/A | | | | N/A | | | | N/A | | | | | | | | N/A | | | | | | | | | | | | | | | | | |
| Total Offering Amounts | | | | | | | | | | | | | | | $ | 20,529.35 | | | | | | | | | | | | | | | | | |
| Total Fees Previously Paid | | | | | | | | | | | | | | | $ | 18,527.12 | (3) | | | | | | | | | | | | | | | | |
| Total Fee Offsets | | | | | | | | | | | | | | | $ | 2,002.23 | | | | | | | | | | | | | | | | | |
| Net Fee Due | | | | | | | | | | | | | | | $ | | | | | | | | | | | | | | | | | | |
| (1) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. Given that there is no proposed maximum offering price per share of Common Stock, the registrant calculates the proposed maximum aggregate offering price, by analogy to Rule 457(f)(2), based on one-third of the par value of the registrant’s Common Stock, or $0.00033, because the registrant has an accumulated capital deficit based on the registrant’s unaudited pro forma balance sheet as of March 31, 2023. Given that shares of the registrant’s Common Stock are not traded on an exchange or over-the-counter, the registrant did not use the trading prices of its Common Stock in accordance with Rule 457(c). |
| (2) | Pursuant to Rule 457(g) and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price of the registrant’s common stock in respect of warrants issuable to holders of Surf Air Global Limited warrants is calculated based on the $38.23 exercise price of the warrants. |
| (3) | The Registrant previously paid the registration fee with the initial filing of this registration statement. |
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 | |
| Rule 457(p) | |
| Fee Offset Claims | | Surf Air Mobility Inc. | | S-4 | | 333-267987 | | October 24, 2022 | | | | $ | | | | | | (5) | | | | (5) | | | | (5) | | $ | 204,368,056 | | | | | |
| Fee Offset Sources | | Surf Air Mobility Inc. | | S-4 | | 333-267987 | | | | October 24, 2022 | | | | | | | | | | | | | | | | | | | | | | $ | 2,002.23 | (4) |
| (4) | The registrant previously filed a Registration Statement on Form S-4 with the SEC on October 24, 2022 (File No. 333-267987) (the “Prior Registration Statement”). In connection with the filing of the Prior Registration Statement, the registrant made a contemporaneous fee payment in the amount of $22,521.35. On February 21, 2023, the registrant withdrew the Prior Registration Statement prior to a declaration of effectiveness thereof and prior to the sale and issuance of any securities thereunder. The registrant has previously used an aggregate of $18,527.14 of the fees paid with respect to the Prior Registration Statement for the registrant’s registration statement of Form S-1 and S-4 (File No. 333-272403), leaving an aggregate of $3,994.21 in fees available for offset immediately prior to the filing of this registration statement. In accordance with Rule 457(p) under the Securities Act, the registrant is using $2,002.23 of the unused filing fees to offset the filing fee payable in connection with this filing. Accordingly, no additional registration fee is due to be paid at this time. |
| (5) | The Prior Registration Statement registered shares of the registrant’s Common Stock, par value $0.0001 per share, Warrants to purchase Common Stock and Common Stock issuable upon exercise of Warrants. |
