EX-FILING FEES 22 rbcff_exh107.htm EX-107 rbcff_exh107.htm

 

EXHIBIT 107

Calculation of Filing Fee Tables

Amendment No. 2 to Form S-1

(Form Type)

REBORN COFFEE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Security

Type

Security Class

Title

Fee

Calculation

or Carry Forward Rule

Amount Registered

Proposed Maximum

Offering Price Per Unit(1)

Maximum Aggregate Offering Price(1)

Fee Rate

Amount of Registration Fee

Fees

Previously

Paid

Other

Units consisting of one share of common stock, par value $0.0001 per share, and a warrant to purchase one share of common stock(2)(3)

Rule 457(a) and/or (o)

 

$

$17,250,000

0.0000927

$1,599.08

N/A

Equity

Common stock included as part of the units(4)(6)

Rule 457(g)

 

(4)

N/A

Equity

Warrants included as part of the units(4)

Rule 457(g)

 

(4)

Fees

Previously

Paid

Equity

Common stock underlying the warrants included in the units(6)

 

 

 

$21,562,500

 

$1,998.85

N/A

Equity

Representative’s warrants(5)

Rule 457(g)

 

(4)

Fees

Previously

Paid

Equity

Common stock underlying the Representative’s warrants(5)(6)

$1,078,125

$99.94

Total Offering Amounts

$39,890,625

Total Fees Previously Paid

$3,697.87(7)

Total Fee Offsets

Net Fee Due

 

(1)

There is no current market for the securities or price at which the shares are being offered. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Each unit consists of one share of common stock and a warrant to purchase one share of common stock at an exercise price per share equal to 125% of the unit offering price.

(3)

Includes shares of common stock and/or warrants to purchase shares of common stock that may be purchased by the underwriters pursuant to their over-allotment option.

(4)

Included in the price of the units. No separate registration fee required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

(5)

We have agreed to issue to the representative of the several underwriters warrants to purchase the number of shares of common stock in the aggregate equal to five percent (5%) of the shares of common stock to be issued and sold in this offering (including any shares of Common stock sold upon exercise of the over-allotment option). The warrants are exercisable for a price per share equal to 125% of the public offering price. The warrants are exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six (6) months from the date of commencement of sales of the offering. This registration statement also covers such shares of Common stock issuable upon the exercise of the representative’s warrants. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the representative’s warrants is $1,078,125, which is equal to 125% of $862,500 (5% of $17,250,000). “Underwriting” contains additional information regarding underwriter compensation

(6)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, there is also being registered hereby such indeterminate number of additional shares as may be issued or issuable because of stock splits, stock dividends and similar transactions.

(7)

Previously paid.

 

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

 

Rules 457(b) and 0-11(a)(2)

 

Fee Offset Claims

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee Offset Sources

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rule 457(p)

Fee Offset Claims

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee Offset Sources

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 —

 —

 —

 —

 —

 —

 —