EX-FILING FEES 4 d109564dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

FiscalNote Holdings, Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities

 

                 
      Security
Type
  

Security
Class

Title

  

Fee

Calculation

or Carry

Forward

Rule

   Amount
 Registered (1) 
   Proposed
Maximum
Offering
Price Per
Unit
  

Maximum
Aggregate

Offering

Price

  

Fee

Rate

   Amount of
Registration
Fee
 

Newly Registered Securities

                 

Fees to Be

Paid

   Equity    Class A Common Stock, par value $0.0001    Rule 457(c)    7,704,783    $1.28(2)    $9,862,122.24(2)    0.0001476    $1,455.65
                 

Fees

Previously

Paid(3)

   Equity    Class A Common Stock, par value $0.0001    Rule 457(c)    9,451,515    $0.96(3)    $9,073,454.40(3)       $1,339.24
           
     Total Offering Amounts       $9,862,122.24       $1,455.65
           
     Total Fees Previously Paid             $1,339.24
           
     Total Fee Offsets             $0
           
     Total Fees Due                   $116.41

 

(1)

This Registration Statement on Form S-3 (this “Registration Statement”) covers (i) shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), of FiscalNote Holdings, Inc. (the “Company” or “Registrant”) issued or issuable upon conversion of, and interest accrued under, the Company’s convertible notes (the “Convertible Notes”) previously issued on December 8, 2023 and January 5, 2024 in an aggregate principal amount of approximately $6.3 million to the selling stockholder named in this Registration Statement, and based on an assumed $1.00 price per share of the Class A Common Stock for the Remaining Underlying Shares (as defined in this Registration Statement) (ii) the Partnership Shares (as defined in this Registration Statement) issued on April 11, 2024, and (iii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional shares of Class A Common Stock that may become issuable by reason of any stock dividend, stock split or other similar transaction.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The Proposed Maximum Offering Price per Unit and the Maximum Aggregate Offering Price are based on the average of the high ($1.35) and low ($1.21) prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on April 11, 2024.

(3)

The Registrant previously paid $1,339.24 upon the initial filing of this Registration Statement (File No. 333-276498) with the Securities and Exchange Commission on January 12, 2024 with respect to an aggregate of 9,451,515 shares of Class A Common Stock, which such amount has been subsequently reduced to 7,704,783 shares. The “Proposed Maximum Offering Price Per Unit” was estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high ($0.98) and low ($0.94) prices of the Class A Common Stock as reported on the New York Stock Exchange on January 11, 2024.