EX-FILING FEES 3 rdbx-20220331xexfilingfees.htm EXHIBIT 107

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Redbox Entertainment 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 Share

Maximum
Aggregate
Offering Price

Fee Rate

Amount of
Registration Fee(2)

Fees Previously Paid

Equity

Class A common stock, par
value $0.0001 per share(2)

Other

43,359,739

$11.55(3)

$500,804,986

.0000927

46,425

Equity

Class A common stock, par
value $0.0001 per share(6)

Other

16,843,750

$11.50(7)

$193,703,125

.0000927

17,957

Equity

Warrants(4)

Other

6,062,500

-(5)

-

-

-

Total Offering Amounts

$694,508,111‬

Total Fees Previously Paid

$64,382

Total Fee Offsets

Net Fee Due

$0

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), that may become issuable to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction.

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(2)Consists of the following: (i) 5,000,000 shares of Class A common stock issued in connection with the PIPE Investment, (ii) 3,593,750 shares of Class A common stock issued to the Sponsor upon conversion of its Founder Shares, (iii) 1,995,989 shares of Class A common stock issued pursuant to the Backstop Agreements and (iv) 32,770,000 shares of Class A common stock underlying an equal number of shares of Class B common stock, par value $0.0001 per share, issued in connection with the Business Combination.
(3)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based on the average of the high and low sales price per share of the registrant’s Class A common stock on the Nasdaq Global Market on November 26, 2021.
(4)Consists of 6,062,500 Private Placement Warrants.
(5)In accordance with Rule 457(i) under the Securities Act, the entire registration fee for the Private Placement Warrants is allocated to the shares of Class A common stock underlying the Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants.
(6)Consists of (i) 6,062,500 shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and (ii) 10,781,250 shares of Class A common stock issuable upon the exercise of the Public Warrants.
(7)Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants ($11.50).

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