Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 14A
(Form Type)
Ambrx Biopharma, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Proposed Maximum Aggregate Value of | Fee Rate | Amount of Filing Fee | ||||
Fees to be Paid | $1,989,872,138.66(1)(2)(3) | 0.0001476 | $ 293,705.13(4) | |||
Fees Previously Paid | $0 | $0 | ||||
Total Transaction Valuation | $1,989,872,138.66 | |||||
Total Fees Due for Filing | $293,705.13 | |||||
Total Fees Previously Paid | $0 | |||||
Total Fee Offsets | $0 | |||||
Net Fee Due | $293,705.13 | |||||
| (1) | Title of each class of securities to which transaction applies: Common stock, $0.0001 par value per share, of Ambrx Biopharma, Inc. (the “Common Stock”). |
| (2) | Aggregate number of securities to which transaction applies: |
As of January 11, 2024, the maximum number of shares of Common Stock to which this transaction applies is estimated to be 73,108,230, which consists of:
| (a) | 63,289,227 shares of Common Stock entitled to receive the per share merger consideration consisting of a $28.00 per share cash payment (the “per share merger consideration”) |
| (b) | 7,540,673 shares of Common Stock underlying outstanding and unexercised options that have an exercise price of less than $28.00 (an “In-the-Money Option”); |
| (c) | 2,278,330 shares of Common Stock underlying restricted stock units entitled to receive the aggregate per share merger consideration; and |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (set forth the amount on which the filing fee is calculated and state how it was determined): |
Estimated solely for the purposes of calculating the filing fee, as of January 11, 2024, the underlying maximum aggregate value of the transaction was calculated as the sum of:
| (a) | the product of 63,289,227 shares of Common Stock and the per share merger consideration; |
| (b) | the product of 7,540,673 In-the-Money Options and $20.42, which is the difference between the aggregate per share merger consideration and the In-the-Money Options’ weighted-average exercise price of $7.58; and |
| (c) | the product of 2,278,330 shares of Common Stock underlying restricted stock units and the aggregate per share merger consideration. |
| (4) | In accordance with Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.0001476. |
