EX-FILING FEES 5 d335165dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM S-1

(Form Type)

CareMax, 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(1)

 

 

Proposed

Maximum

Offering

Price Per

Unit

 

 

Maximum

Aggregate

Offering

Price

 

 

Fee

Rate

 

 

Amount of

Registration

Fee

 

    

 

Newly Registered Securities

 

Fees to be Paid

 

 

Equity

 

 

Class A common stock, par value $0.0001 per share

 

 

other

 

 

3,360,000(2)

 

 

6.52

 

 

$21,907,200(3)

 

 

$0.0000927

 

 

$2,030.80

 

   

Total Offering Amounts

 

 

$ 21,907,200

 

     

$2,030.80

 

   

Total Fees Previously Paid

 

         

 

   

Total Fee Offsets

 

         

 

   

Net Fee Due

 

         

$2,030.80

 

 

(1)

Pursuant to Rule 416(a) of 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.

(2)

Consists of 3,360,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) purchased by Deerfield Partners, L.P. (“Deerfield Partners”) as a part of units in connection with the registrant’s initial public offering, the resale of which is registered hereunder.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low selling prices of common stock on May 2, 2022, as reported on the Nasdaq Global Select Market.


Table 3: Combined Prospectuses

 

Security Type

 

 

Security Class Title

 

 

Amount of Securities
Previously Registered

 

 

Maximum Aggregate

Offering Price of

Securities Previously

Registered

 

 

Form

Type

 

 

File

Number

 

 

Initial Effective

Date

 

Equity

 

 

Class A common stock, par value $0.0001 per share

 

 

66,013,197 (1)

 

 

$826,485,226

 

 

S-1

 

 

333-257574

 

 

July 15, 2021

 

Equity

 

 

Warrants, each whole warrant exercisable for one share of Class A common

stock, each at an exercise price of $11.50 per share

 

 

2,916,667

 

 

—(2)

 

 

S-1

 

 

333-257574

 

 

July 15, 2021

 

 

(1)

The number of shares being registered represents (i) an aggregate of 10,000,000 shares of Class A Common Stock purchased by Deerfield Partners, L.P. and DFHTA Sponsor LLC (the “Sponsor”) in connection with the completion of the issuer’s business combination on June 8, 2021 (the “Closing”), (ii) 18,635,073 shares of Class A Common Stock purchased by certain investors at the Closing, (iii) 3,593,750 shares of Class A Common Stock that were converted into shares of Class A Common Stock from shares of the issuer’s of Class B common stock, par value $0.0001 per share, on a one-for-one basis at the Closing, (iv) 21,208,092 shares of Class A Common Stock issued as consideration for the issuer’s business combination at Closing, (v) up to 3,200,000 earnout shares that may be issued in the form of Class A Common Stock, (vi) 3,200,000 earnout shares that were issued in the form of Class A Common Stock and (vi) 384,615 shares of Class A Common Stock issued in the SMA Transaction (as defined in the registration statement), (vii) 2,916,667 shares of Class A Common Stock issuable upon exercise of 2,916,667 warrants registered hereunder (“Private Warrants”) and (viii) 2,875,000 shares of Class A Common Stock issuable upon the exercise of 2,875,000 warrants issued as part of units in the issuer’s initial public offering.

(2)

In accordance with Rule 457(i), the entire registration fee for the Private Warrants was allocated to the shares of Class A Common Stock underlying such Private Warrants, and no separate fee was paid for the Private Warrants.