EX-FILING FEES 13 fs42022a3ex-fee_arclight2.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

Form S-4

…………..

(Form Type)

 ArcLight Clean Transition Corp. II

……………………………………………………..…

(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(4)
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
Fees Previously Paid Equity New OPAL Class A Common Stock Fee Calculation Rule 38,895,381(1) $9.86 (5) $383,508,456.66 0.0000927 $35,551.23
Fees Previously Paid Equity New OPAL Class A Common Stock issuable upon exercise of warrants Fee Calculation Rule 15,446,522(2) $1.00(6) $15,446,522 0.0000927 $1,431.89
Fees Previously Paid Equity Warrants to purchase New OPAL Class A Common Stock Fee Calculation Rule 15,446,522(3) $1.48 (7) $22,860,852.56 0.0000927 $2,119.20
Carry Forward Securities
Carry
Forward
Securities
                       
  Total Offering Amounts   $421,815,831.22   $39,102.33        
  Total Fees Previously Paid       $39,102.33        
  Total Fee Offsets       $0.00        
  Net Fee Due       $0.00        

 

(1) The number of shares of New OPAL Class A Common Stock being registered consists of (i) 31,116,305 ArcLight Class A ordinary shares that were previously sold pursuant to IPO Registration Statement and will automatically convert pursuant to the governing documents of ArcLight, and in accordance with applicable law, into 31,116,305 shares of New OPAL Class A Common Stock as a result of the Domestication and remain outstanding following the Business Combination and (ii) 7,779,076 ArcLight Class B ordinary shares that will automatically convert by operation of law into 7,779,076 shares of New OPAL Class A Common Stock prior to the Domestication (including 763,907 of such shares subject to forfeiture).

 

(2) Represents shares of New OPAL Class A Common Stock to be issued upon the exercise of (i) 6,223,261 ArcLight Public Warrants to purchase ArcLight Class A ordinary shares that were offered by ArcLight in its IPO and sold pursuant to the IPO Registration Statement and (ii) 9,223,261 ArcLight Private Placement Warrants. The ArcLight Warrants will automatically be converted by operation of law into warrants to acquire shares of New OPAL Class A Common Stock as a result of the Domestication.

 

(3) The number of warrants to acquire shares of New OPAL Class A Common Stock being registered represents (i) 6,223,261 public warrants and (ii) 9,223,261 private placement warrants.

 

(4) 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 share splits, share dividends or similar transactions.

 

(5) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the ArcLight Class A ordinary shares on the Nasdaq Capital Market on February 4, 2022 ($9.89 per share), in accordance with Rule 457(f)(1) of the Securities Act.

 

(6) Represents the exercise price of the ArcLight Warrants.

 

(7) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the ArcLight Public Warrants on the Nasdaq Capital Market on February 4, 2022 ($1.48 per warrant), in accordance with Rule 457(f)(1) of the Securities Act.