Exhibit 107
Calculation of Filing Fee Tables
FORM S-1
(Form Type)
Celularity 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 |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price(1) |
Fee Rate |
Amount of Registration Fee | |||||||||
|
Newly Registered Securities | ||||||||||||||||
| Fees to Be Paid |
Other | Units, each consisting one share of Class A common stock, par value $0.0001 per share, and one warrant (2)(3) | 457(o) | — | — | — | — | $0 | ||||||||
| Fees to Be Paid |
Equity | Shares of Class A common stock included as part of Units (4) | 457(g) | — | — | — | — | $0 | ||||||||
| Fees to Be Paid |
Other | Warrants included as part of Units (4) | 457(g) | — | — | — | — | $0 | ||||||||
| Fees to Be Paid |
Equity | Shares of Class A Common Stock issuable upon exercise of warrants (2) (3) | 457(o) | — | — | $99,187,500 | 0.0000927 | $9,194.68 | ||||||||
| Fees to Be Paid |
Other | Underwriter’s warrants(4) | 457(g) | — | — | — | — | $0 | ||||||||
| Fees to Be Paid |
Equity | Shares of Class A common stock issuable upon exercise of underwriter’s warrants(2)(5) | 457(g) | — | — | — | — | $0 | ||||||||
| Fees Previously Paid |
Equity | Shares of Class A common stock (2)(3) | 457(o) | — | — | $86,250,000 | 0.0000927 | $7,995.38 | ||||||||
| Fees Previously Paid |
Other | Underwriter’s warrants(4) | 457(g) | — | — | — | — | $0 | ||||||||
| Fees Previously Paid |
Equity | Shares of Class A common stock underlying underwriter’s warrants(2)(5) | 457(g) | — | — | $862,500 | 0.0000927 | $79.96 | ||||||||
|
Carry Forward Securities | ||||||||||||||||
| Carry Forward Securities |
||||||||||||||||
| Total Offering Amounts | $186,300,000 | $17,270.02 | ||||||||||||||
| Total Fees Previously Paid | $8,075.34 | |||||||||||||||
| Total Fee Offsets | $0 | |||||||||||||||
| Net Fee Due | $9,194.68 | |||||||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | In addition to the shares of Class A common stock set forth in this table, pursuant to Rule 416 under the Securities Act, this registration statement also registers such indeterminate number of shares of Class A common stock as may become issuable after the date hereof as a result of stock splits, stock dividends, or pursuant to the anti-dilution adjustment provisions of the warrants registered hereby. |
| (3) | Includes shares of Class A common stock and/or warrants that may be sold pursuant to the underwriters’ over-allotment option |
| (4) | No fee pursuant to Rule 457(g) of the Securities Act. |
| (5) | The underwriter’s warrants are exercisable for a number of shares of Class A common stock equal to up to 1% of the number of total shares of Class A common stock included in the Units sold in this offering, including upon exercise the option to purchase additional securities, at an exercise price equal to 100% of the public offering price per Unit. |