Exhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
Falcon’s Beyond Global, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share | 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 | Class A common stock, par value $0.0001 per share (Secondary) | 457(c) | 131,870,661 | (2) | $ | 12.16 | (3) | $ | 1,603,547,237.76 | 0.00014760 | $ | 236,683.57 | (6) | |||||||||||||||||||||||
Equity | Class A common stock, par value $0.0001 per share, underlying Public Warrants (Primary) | 457(c) | 2,587,549 | (4) | $ | 12.10 | (5) | $ | 31,309,342.90 | 0.00014760 | $ | 4,621.26 | (6) | ||||||||||||||||||||||||
Fees Previously Paid | |||||||||||||||||||||||||||||||||||||
Carry Forward Securities | |||||||||||||||||||||||||||||||||||||
Carry Forward Securities | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||||||||||
Total Offering Amounts | $ | 1,634,856,580.66 | 0.00014760 | $ | 241,304.83 | ||||||||||||||||||||||||||||||||
Total Fees Previously Paid | $ | 301,563.99 | |||||||||||||||||||||||||||||||||||
Total Fee Offsets | $ | 0 | |||||||||||||||||||||||||||||||||||
Net Fee Due | $ | 0 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Represents the sum of (i) 225,000 shares Class A Common Stock issued upon conversion of a promissory note, (ii) 1,250,000 shares of Class A Common Stock issued in connection with the Transactions (as defined in the Registration Statement on Form S-1 of the Company (the “Registration Statement”)), (iii) up to 52,034,117 shares of Class A Common Stock issuable upon the redemption of 52,034,117 common units of Falcon’s Beyond Global, LLC (“Falcon’s LLC”), a subsidiary of the Company, and the simultaneous cancellation of 52,034,117 shares of class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company, (iv) up to 1,937,500 shares of Class A Common Stock issued in connection with the Transactions which are subject to earnout and will be released to the selling securityholders named in the Registration Statement, if at all, upon the satisfaction of certain milestones, (v) up to 75,562,500 shares of Class A Common Stock issuable upon the redemption of 75,562,500 common units of Falcon’s LLC and the simultaneous cancellation of 75,562,500 shares of Class B Common Stock issued in connection with the Transactions which are subject to earnout and will be released to the selling securityholders named in the Registration Statement, if at all, upon the satisfaction of certain milestones, and (vi) 861,544 shares of Class A Common Stock issued upon the net share cashless exercise of private placement warrants and working capital warrants, all of which is being registered for resale hereby. |
(3) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) on November 24, 2023 ($12.16 per share), in accordance with Rule 457(c) of the Securities Act. |
(4) | Represents the sum of (x) 60,996 shares of Class A Common Stock issuable upon the exercise of Public Warrants as Additional SPAC Share Consideration (as defined in the S-4 Registration Statement) which shares were not previously registered on the Company’s Registration Statement on Form S-4 (File No. 333-269778) (the “S-4 Registration Statement”) due to the estimates and assumptions used in such S-4 Registration Statement and (y) an additional 2,526,553 shares of Class A Common Stock issuable upon exercise of Public Warrants due to the automatic conversion of the Company’s 8% Series A Cumulative Convertible Preferred Stock, which resulted in the Company’s outstanding warrants being exercisable for 1.034999 shares of Class A Common Stock. |
(5) | Estimated solely for the purpose of calculating the registration fee, based on the sum of (i) the average of the high and low prices of the Company’s warrants on Nasdaq on November 24, 2023 ($0.60 per warrant) and (ii) the exercise price of $11.50 per warrant, in accordance with Rules 457(c) of the Securities Act. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Private Placement Warrants registered hereunder has been allocated to the Class A Common Stock issuable upon exercise of such Private Placement Warrants and included in the registration fee paid in respect of such Class A Common Stock. |
(6) | Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.00014760. |
Table 2: Fee Offset Claims and Sources
N/A
Table 3: Combined Prospectus
Security Type | Security Class Title(7) | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | ||||||||||
Equity | Class A common stock underlying Public Warrants (Primary) | 3,165,412 | $ | 38,111,560.48 | Form S-4 | 333-269778 | September 15, 2023 |
(7) | No registration fee is payable in connection with the securities previously registered on a registration statement on Form S-4 (File No. 333-269778), which was declared effective on September 15, 2023 (the “Prior Registration Statement”) because such securities are being transferred from the Prior Registration pursuant to Rule 429(b) under the Securities Act. See “Statement Pursuant to Rule 429” in this registration statement. |