Exhibit 107.1
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Focus Impact BH3 NewCo, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| | Security Type | Security Class Title(1) | Fee Calculation or Carry Forward Rule | Amount Registered(2) | 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 | NewCo Class A Common Stock(3) | Other(5) | 6,920,457 | N/A | $70,796,275(5) | 0.0001531 | $10,838.91 | | | | |
| Fees to be Paid | Equity | NewCo Class A Common Stock(4) | Other(6) | 152,114,480 | N/A | $9,363,248(6) | 0.0001531 | $1,433.51 | | | | |
| Fees to be Paid | Equity | Warrants to acquire NewCo Class A Common Stock(7) | Other(8) | 17,900,000 | N/A | $359,790(8) | 0.0001531 | $55.08 | | | | |
| Fees to be Paid | Equity | NewCo Class A Common Stock issuable upon exercise of warrants(9) | Other(5) | 17,900,000 | N/A | $183,117,000(5) | 0.0001531 | $28,035.21 | | | | |
| 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 | N/A | N/A |
| | Total Offering Amounts | $263,636,313 | | $40,362.72 | | | | |
| | Total Fees Previously Paid | | | $42,686.29 | | | | |
| | Total Fee Offsets | | | $42,686.29 | | | | |
| | Net Fee Due | | | $0 | | | | |
| (1) | In connection with the business combination (the “Business Combination”), pursuant to the business combination agreement between Focus Impact BH3 Acquisition Company, a Delaware corporation (“Focus Impact”), Focus Impact BH3 NewCo, Inc., a Delaware corporation and wholly owned subsidiary of Focus Impact (“NewCo”), Focus Impact BH3 Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of NewCo, Focus Impact BH3 Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of NewCo, and XCF Global Capital, Inc., a Nevada corporation (“XCF”) (as it may be amended or restated from time to time, the “Business Combination Agreement”) wherein Focus Impact agreed to combine with XCF in a series of transactions that will result in the registrant, NewCo becoming a publicly traded company, as described in the proxy statement/prospectus forming part of this registration statement. |
| (2) | 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. |
| (3) | The number of shares of Class A common stock, par value $0.0001 per share of NewCo (the “NewCo Class A Common Stock”), being registered represents (i) the 5,312,124 Focus Impact Class A common shares, par value $0.0001 per share (“Focus Impact Class A Shares”) that were registered pursuant to the Registration Statement on Form S-1 (File No. 333 - 259269) (the “IPO registration statement”) and underlie the units offered by Focus Impact in its initial public offering (the “Public Shares”), which Public Shares will automatically convert by operation of law into shares of NewCo Class A Common Stock at the closing of the Business Combination and (ii) the 1,608,333 Focus Impact Class B common shares, par value $0.0001 per share, held by Focus Impact’s Sponsor Holders and Anchor Investors (as defined in the proxy statement/prospectus), which will automatically convert by operation of law into shares of NewCo Class A Common Stock in connection with the Business Combination. |
| (4) | The number of shares of NewCo Class A Common Stock being registered represents (i) the 147,114,480 shares of NewCo Class A Common Stock currently expected to be issued in connection with the Business Combination to holders of capital stock of XCF and (ii) up to 5,000,000 shares of NewCo Class A Common Stock being registered in the event that additional shares will be issuable to holders of capital stock of XCF due to the adjustment mechanism set forth in Business Combination Agreement to calculate the shares to be issued at the closing of the Business Combination.
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| (5) | Calculated in accordance with Rule 457(f)(1) of the Securities Act, based on the average of the high and low prices of the Focus Impact Class A Common Stock on OTC Pink Marketplace on January 15, 2024 ($10.23 per share of Focus Impact Class A Common Stock). |
| (6) | Calculated in accordance with Rule 457(f)(2) of the Securities Act. XCF is a private company and no market exists for its securities. Therefore, the proposed maximum aggregate offering price is the book value of such securities computed as of September 30, 2024. |
| (7) | The number of redeemable warrants to acquire shares of NewCo Class A Common Stock being registered represents the (i) 11,500,000 redeemable warrants to acquire Focus Impact Class A Common Stock (as defined in the proxy statement/prospectus) that were registered pursuant to the IPO registration statement and underlie the units offered by Focus Impact in its initial public offering (the “Public Warrants”), which will be converted by operation of law into redeemable warrants to acquire shares of NewCo Class A Common Stock in connection with the Business Combination and (ii) 6,400,000 private placement warrants of Focus Impact issued in connection with Focus Impact’s initial public offering (the “Private Placement Warrants”), which will automatically convert by operation of law into redeemable warrants to acquire shares of NewCo Class A Common Stock in connection with the Business Combination. |
| (8) | Calculated in accordance with Rule 457(f)(1) of the Securities Act, based on the average of the high and low prices of the Focus Impact Public Warrants on OTC Pink Marketplace on January 15, 2024 ($0.0201 per Public Warrant). |
| (9) | Represents 17,900,000 shares of NewCo Class A Common Stock to be issued upon the exercise of the 11,500,000 Public Warrants and 6,400,000 Private Warrants, which will automatically convert by operation of law into redeemable warrants to acquire shares of NewCo Class A Common Stock at the time of the Business Combination. |
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 |
| Fee Offset Claim | Focus Impact BH3 Newco, Inc. | S-4 | 333-281116 | | July 31, 2024 | | | | | | $42,686.29 |
| Fees Offset Sources | Focus Impact BH3 Newco, Inc. | S-4 | 333-281116 | July 31, 2024 | | $42,686.29 | Equity | NewCo Class A Common Stock; Warrants to acquire NewCo Class A Common Stock; NewCo Class A Common Stock issuable upon exercise of warrants | Equity | $289,202,490.00 | |
