EX-FILING FEES 4 ea021162901ex-fee_megamatrix.htm FILING FEE TABLE

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

Form S-3

(Form Type)

 

Mega Matrix Corp.

(Exact Name of Registrant as Specified in its Charter)

  

Table 1: Newly Registered and Carry Forward Securities

 

Security Type  Security
Class Type
  Fee
Calculation
Rate Rule
   Amount
Registered
(1)
   Proposed
Maximum
Offering
Price Per Unit
   Maximum
Aggregate
Offering
Price
   Fee Rate   Amount of
Registration Fee
 
Equity  Common Stock, $0.001 par value(2)   457(c)   2,079,545   $2.025(3)   $4,211,078.63    $147.60 per $1,000,000   $621.56 
                                  
Total Offering Amount                     
Total Fee Offsets(4)                  $470.84 
Net Fees Due                  $150.72 

 

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

 

(2)Represents common stock to be offered for sale by the selling stockholders as identified in the Registration Statement, which includes common stock that may be issued upon the exercise of warrants issued in a private placement and resold.

 

(3)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price shown is the average of the high and low selling price of the common stock on August 20, 2024, which is a date within 5 business days prior to the date of filing of this Registration Statement, as reported on the NYSE American.

 

(4)Pursuant to Rule 457(p) under the Securities Act, the Registrant is offsetting the registration fee due under the registration statement to which this exhibit 107 is a part by $470.84, which represents the portion of the registration fee previously paid with respect to $3,190,000 of unsold securities previously registered on the registration statement on Form S-3 (File No. 333-278877), initially filed on April 23, 2024 and withdrawn on August 19, 2024. The total amount of the calculated registration fee before offsetting the registration fee previously paid is $641.51. Accordingly, $150.72 is paid with this Registration Statement.

 

 

 

 

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
   Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
   Fee Paid
with Fee
Offset
Source
 
  

Rule 457(p)

 
Fee Offset Claims  Mega Matrix Corp.  S-3  333-278877(a)  April 23, 2024       457(p)  Unallocated (Universal) Shelf     —(b)  $3,190,000   $3,190,000     
Fee Offset Sources  Mega Matrix Corp.  S-3  333-278877(a)      April 23, 2024                    $470.84 

  

(a)The Registrant’s Registration Statement on Form S-3 (File No. 333-278877) was filed on April 23, 2024 but was not declared effective. There were no sales of the Registrant’s securities under the Registration Statement and the Registrant requested the withdrawal of such Registration Statement on August 19, 2024.

 

(b)The Registrant’s Registration Statement on Form S-3 (File No. 333-278877) was for a universal shelf which included such indeterminate number or amount, as the case may be, of (i) common stock, (ii) preferred stock, (iii) debt securities, (iv) warrants and/or (v) units consisting of some or all of these securities in any combination, as may be sold from time to time by the registrant.