Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Hut 8 Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered 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 | ||||||||||||||
Fees to Be Paid | Equity | Common Stock | Rules 457(f)(2) | 44,231,514 | (1) | N/A | $ | 89,880,000.00 | (2) | $110.20 per $1,000,000 | $ | 9,904.78 | |||||||||
Fees Previously Paid | |||||||||||||||||||||
Total Offering Amounts | $ | 89,880,000.00 | $ | 9,904.78 | |||||||||||||||||
Total Fees Previously Paid | — | ||||||||||||||||||||
Total Fee Offsets | — | ||||||||||||||||||||
Net Fee Due | $ | 9,904.78 |
(1) | Represents the estimated maximum number of shares of common stock, par value $0.01 per share (the “New Hut common stock”), of Hut 8. Corp. (“New Hut”) estimated to be issuable pursuant to the merger (the “Merger”) described in the enclosed prospectus. The estimated maximum number of shares of New Hut common stock is based on the product of (a) 64,314,000, which is the sum of: (i) 7,824,000 Series A preferred stock of U.S. Data Mining Group, Inc. (“USBTC”), $0.00001 par value per share (“Series A Preferred”), (ii) 10,000,000 Series B preferred stock of USBTC, $0.00001 par value per share (“Series B Preferred”), (iii) 793,250 Series B-1 preferred stock of USBTC, $0.00001 par value per share (“Series B-1 Preferred”) and (iv) 45,696,750 common stock of USBTC, $0.00001 par value per share (“USBTC common stock”) outstanding as of February 12, 2023, multiplied by (b) 0.6716, which is the exchange ratio for holders of USBTC Series A Preferred, Series B Preferred, Series B-1 Preferred and USBTC common stock under the Business Combination Agreement, dated February 6, 2023, by and among Hut 8 Mining Corp., USBTC and New Hut. |
(2) | Estimate solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended. USBTC is a private company and no market exists for its securities. Therefore, the proposed maximum aggregate offering price is the book value of USBTC’s securities calculated as of September 30, 2022, which is the last practicable date before the filing of this registration statement in accordance with Rule 457(f)(2). |