EX-FILING FEES 6 tm2317370d2_ex-filingfees.htm EX-FILING FEES

EX-FILING FEES

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Global Business Travel Group, 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
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
Primary Offering of Securities
Fees to be Paid Equity Class A Common Stock, par value $0.0001 per share

 

 

 

 

       
  Equity Preferred Stock        
  Equity Depositary Shares        
  Other Warrants        
  Debt Debt Securities        
  Other Subscription Rights        
  Other Purchase Contracts        
  Other Purchase Units        
  Unallocated (Universal) Shelf Unallocated (Universal) Shelf 457(o) (1) (2) $300,000,000 $0.00011020 $33,060.00        
Secondary Offering of Securities
Fees to be Paid Equity Class A Common Stock, par value $0.0001 per share 457(c) 3,775,304(3) $6.92(4) $26,125,103.70(4) $0.00011020 $2,878.99        
Fees Previously Paid                        
Carry Forward Securities
Carry Forward Securities                        
  Total Offering Amounts   $326,125,103.70   $35,938.99        
  Total Fees Previously Paid              
  Total Fee Offsets       $35,938.99(5)        
  Net Fee Due       $0.00        
                         

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
Rule 457(p)
Fee Offset Claims Global Business Travel Group, Inc. Form S-1 333-265748 6/21/2022   $35,938.99(5) Equity Class A Common Stock, par value $0.0001 per share 409,448,481 $2,857,950,397.38  
Fee Offset Sources Global Business Travel Group, Inc. Form S-1 333-265748   6/21/2022           $35,938.99(5)

 

(1)The amount to be registered consists of up to $300,000,000 aggregate offering price of an indeterminate amount of Class A Common Stock, preferred stock, depositary shares, debt securities, warrants, subscription rights, purchase contracts and/or purchase units of the registrant. There is also being registered hereunder such currently indeterminate number of (i) shares of Class A Common Stock or other securities of the registrant as may be issued upon conversion, exchange or exercise, as applicable, of any preferred stock, depositary shares, debt securities, warrants or subscription rights or settlement of any purchase contracts or purchase unit, or (ii) shares of Class A Common Stock, preferred stock or debt securities as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 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 pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities.

 

(2)The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

 

(3)Shares of Class A Common Stock registered for pursuant to this registration statement are shares which are to be offered by the selling stockholders named herein. In the event of a stock split, stock dividend or recapitalization involving the common stock, the number of shares registered shall automatically be adjusted to cover the additional shares of Class A Common Stock issuable pursuant to Rule 416 under the Securities Act.

 

(4)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices per share of the registrant’s common stock, as reported on the NYSE, on May 25, 2023, a date within five business days prior to the filing of this registration statement.

 

(5)On June 21, 2022, the Company filed a registration statement on Form S-1 (Registration No. 333-265748), as amended, which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 5, 2022 (the “Prior Registration Statement”). The Prior Registration Statement registered 409,448,481 shares of Class A Common Stock of the registrant in a primary offering (the “Primary Offering”) with an aggregate offering price not to exceed $2,857,950,397.38. In connection with the Primary Offering, the Company paid a filing fee of $264,932.00. On July 11, 2022, the Company received comments from the staff of the SEC, pursuant to which the Company revised the Prior Registration Statement and the related registration fee table to remove the Primary Offering, thereby terminating the Primary Offering. As a result, $264,932.00 (the “Unused Fees”) in previously paid fees remain available for future offset (calculated at the fee rate in effect on the filing date of the Prior Registration Statement). In accordance with Rule 457(p) under the Securities Act, the registrant hereby applies $35,938.99 of the Unused Fees to offset the filing fee payable in connection with this filing.