Exhibit 107
Calculation of Filing Fee Table
Form S-1
(Form Type)
Nature’s Miracle Holding 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
Rule or
Carry
Forward
Rule | | | Amount
Registered(1) | | | Proposed
Maximum
Offering
Price
Per Unit(2) | | | Maximum
Aggregate
Offering
Price(1) | | | Fee Rate | | | Amount of
Registration
Fee(2) | |
| Fees to be Paid | | Equity | | Units, each consisting of: (i) one share of Common Stock; and (ii) one Warrant, each Warrant to purchase one share of Common Stock | | | | | | | | | | | | | | $ | 1,725,000 | | | | .00014760 | | | $ | 254.61 | |
| | | Equity | | Common Stock, $0.0001 par value per share (“Common Stock”), included as part of the Units(2) | | | 457(o) | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | | | Pre-Funded Units, each consisting of (i) one pre-funded warrant exercisable for one share of Common Stock; and (ii) one Warrant(3) | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | Other | | Pre-funded Warrants to purchase Common Stock, included as part of the Pre-Funded Units(3) | | | 457(g) | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | Equity | | Common Stock underlying Pre-funded Warrants(4) | | | 457(o) | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | Other | | Warrant to Purchase Common Stock, included as part of the Units and Pre-Funded Units(4) | | | 457(g) | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | Equity | | Common Stock underlying Warrant | | | 457(o) | | | | – | | | | – | | | $ | 1,500,000 | | | | .00014760 | | | $ | 221.40 | |
| Carry Forward Securities | | – | | – | | | – | | | | – | | | | – | | | | – | | | | – | | | | – | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total Offering Amounts | | | | | | | | | | | | | | $ | 3,225,000 | | | | .00014760 | | | $ | 476.01 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fees Previously Paid | | | | | | | | | | | | | | | | | | | | | | | 1,018.44 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Net Fee Due | | | | | | | | | | | | | | | | | | | | | | $ | – | |
| (1) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Includes Units and/or Pre-Funded Units that the Underwriter has the option to purchase to cover over-allotments, if any. |
| (2) | Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions. |
| (3) | The registrant may issue pre-funded warrants to purchase Common Stock in the offering. The purchase price of each Pre-Funded Units will equal the price per share at which Units are being sold to the public in this offering, minus $0.0001, which constitutes the pre-funded portion of the exercise price of the Pre-Funded Warrants, and the remaining unpaid exercise price of the Pre-Funded Warrants will equal $0.0001 per share (subject to adjustment as provided for therein). The proposed maximum aggregate offering price of the Units will be reduced on a dollar-for-dollar basis based on the offering price of any Pre-Funded Units issued in the offering, and the proposed maximum aggregate offering price of the Pre-Funded Units to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any Units issued in the offering. Accordingly, the proposed maximum aggregate offering price of the Units and Pre-Funded Units is $6,900,000, including the Over-allotment Option, if any. |
| (4) | No separate registration fee is payable pursuant to Rule 457(g) under the Securities Act. |
