EX-FILING FEES 6 d366604dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Nikola Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

                         
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

Rule

 

Amount

Registered(1)

 

Proposed

Maximum 

Offering

Price Per

Security

 

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

                         

Fees to be

paid

  Equity  

Common Stock,

$0.0001 par value 

per share

  457(c) and (f)(1)   128,569 (2)   N/A   $531,189.89 (3)   

0.0000927

 

$49.24 

         
                         

Fees

previously

paid

  Equity  

Common Stock,

$0.0001 par value 

per share

  457(c) and (f)(1)   23,385,231 (4)    N/A   $126,193,491.20 (5)   

0.0000927

 

$11,698.14 

         
                         
    Equity  

Common Stock issuable upon

exercise of private 

placement warrants

  457(c) and (f)(1)    376,934 (6)   N/A   $2,034,049.28 (7)   

0.0000927

 

$188.56 

         
                         
    Equity  

Common Stock issuable upon

exercise of legacy 

warrants

  457(c) and (f)(1)   250,428 (8)   N/A   $1,351,387.52 (9)   

0.0000927

 

$125.27 

         
                   
    Total Offering Amounts      $130,110,117.89    

$12,061.21 

         
                   
    Total Fees Previously Paid         

$12,011.97 

         
                   
    Net Fee Due               

$49.24 

               

 

(1)

On July 28, 2022, Nikola Corporation (“Nikola”) entered into an Agreement and Plan of Merger and Reorganization by and among the Registrant, J. Purchaser Corp., a Delaware corporation and wholly owned subsidiary of the Registrant (“Offeror”), and Romeo Power, Inc., a Delaware corporation (“Romeo”) (the “Merger Agreement”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Offeror will commence an exchange offer (the “Offer”) to acquire all of the issued and outstanding shares of common stock, par value of $0.0001 per share of Romeo (“Romeo Common Stock”). Promptly following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Offeror will be merged with and into Romeo, with Romeo surviving as a wholly owned subsidiary of Nikola (the “Merger”). At the effective time of the Merger, each then-outstanding share of Romeo Common Stock, other than shares held in treasury, by Nikola, Offeror, Romeo or their respective subsidiaries, will be cancelled and converted into the right to receive a number of shares of Nikola common stock, $0.0001 par value per share (“Nikola Common Stock”), equal to 0.1186 of a share of Romeo Common Stock (the “Exchange Ratio”), rounded down to the nearest whole share of Nikola Common Stock.

(2)

Represents additional shares of Nikola Common Stock, estimated to be issuable upon consummation of the Offer and the subsequent Merger, calculated as the product of (A) the Exchange Ratio and (B) 1,084,061, which is the difference between (x) the number of shares of (i) Romeo Common Stock outstanding, (ii) the shares of Romeo Common Stock underlying options exercisable prior to the effective time of the Merger, and (iii) the shares of Romeo Common Stock underlying outstanding performance-related stock units and restricted stock units ((i), (ii), and (iii) collectively, the “Romeo Equity”), each as of the date of the most recent practicable date prior to the filing of this Amendment No. 1 to the registrant’s Form S-4 filed with the Securities and Exchange Commission on August 29, 2022 (the “Registration Statement”) and (y) the Romeo Equity exercisable prior to the effective time of the Merger or outstanding as of the date of filing of the Registration Statement.

(3)

Calculated pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee. The proposed maximum aggregate offering price of the securities being registered was calculated based on the product of (i) $0.49, the average of the high and low sales prices per share of Romeo Common Stock on September 22, 2022, as reported by the New York Stock Exchange, and (ii) 1,084,061.

(4)

Represents the maximum number of shares of Nikola Common Stock, estimated to be issuable upon consummation of the Offer and the subsequent Merger, calculated as the product of (A) the Exchange Ratio and (B) 197,177,330, which is the sum of (i) 185,908,638 shares of Romeo Common Stock outstanding as of August 1, 2022, (ii) up to 2,942,187 shares of Romeo Common Stock underlying options exercisable prior to the effective time of the Merger, (iii) 4,807,361 shares of Romeo Common Stock underlying outstanding restricted stock units, and (iv) 3,593,073 shares of Romeo Common Stock underlying outstanding performance-related stock units.

(5)

Calculated pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, and solely for the purpose of calculating the registration fee. The proposed maximum aggregate offering price of the securities being registered was calculated based on the product of (i) $0.64, the average of the high and low sales prices per share of Romeo Common Stock on August 22, 2022, as reported by the New York Stock Exchange, and (ii) 197,177,330.

(6)

Represents shares of Nikola Common Stock underlying private placement warrants to purchase Romeo Common Stock that will be converted into the right to receive warrants to purchase Nikola Common Stock multiplied by the Exchange Ratio, rounded down to the nearest whole share of Nikola Common Stock.

(7)

Calculated pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum aggregate offering price of the securities being registered was calculated based on the product of (i) $0.64, the average of the high and low sales prices per share of Romeo Common Stock on August 22, 2022, as reported by the New York Stock Exchange, and (ii) 3,178,202 (which represents the estimated maximum number of shares of Romeo Common Stock underlying Romeo private placement warrants).

(8)

Represents shares of Nikola Common Stock underlying legacy warrants to purchase Romeo Common Stock that will be converted into the right to receive warrants to purchase Nikola Common Stock multiplied by the Exchange Ratio, rounded down to the nearest whole share of Nikola Common Stock.

(9)

Calculated pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum aggregate offering price of the securities being registered was calculated based on the product of (i) $0.64, the average of the high and low sales prices per share of Romeo Common Stock on August 22, 2022, as reported by the New York Stock Exchange, and (ii) 2,111,543 (which represents the estimated maximum number of shares of Romeo Common Stock underlying Romeo legacy warrants).