EX-FILING FEES 5 ex_645405.htm EXHIBIT FILING FEES ex_645405.htm

Exhibit 107

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Sky Harbour Group Corporation

(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
Unit(2)

Maximum
Aggregate

Offering
Price(1)

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

Fees to

Be Paid

Equity

Common Stock, par value $0.0001 per share

Rule
457(o)

       

Fees to

Be Paid

Equity

Preferred Stock, par value $0.0001

Rule
457(o)

       

Fees to

Be Paid

Other

Depositary Shares(4)

Rule
457(o)

       

Fees to

Be Paid

Other

Warrants(5)

Rule
457(o)

       

Fees to

Be Paid

Other

Units(6)

Rule
457(o)

       

Fees to

Be Paid

Unallocated (Universal) Shelf(1)

(1)

Rule
457(o)

$200,000,000

0.0001476

$29,520(3)

       
 

Total Offering Amounts

 

$200,000,000

0.0001476

$29,520

       
 

Total Fees Previously Paid

     

       
 

Total Fee Offsets

     

$4,184.11(7)

       
 

Net Fee Due

 

$200,000,000

 

$25,335.89

       

 

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

Sky Harbour

Group

Corporation

S-1

333-267360

09/09/2022

 

$4,184.11(7)

Equity

Class A

Common

Stock, par

value

$0.0001

per share

10,075,000(7)

(7)

 

Fee

Offset

Sources

Sky Harbour

Group

Corporation

S-1

333-267360

 

09/09/2022

         

$4,184.11(7)

 

(1)

The amount to be registered consists of up to $200,000,000 of an indeterminate amount of common stock, preferred stock, depositary shares, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for preferred stock registered hereby, or (ii) shares of preferred stock, common stock, depositary shares or units 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.

 

 

 

(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 Instruction 2.A.iii.b of the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form S-3.

 

 

(3)

The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

 

 

(4)

Represents depositary shares, evidenced by depositary receipts, issued pursuant to a deposit agreement. In the event the registrant issues fractional interests in shares of the preferred stock registered hereunder, depositary receipts will be distributed to purchasers of such fractional interests, and such shares of preferred stock will be issued to a depositary under the terms of a deposit agreement.

 

 

(5)

Warrants may be sold separately or together with any of the securities registered hereby and may be exercisable for shares of common stock or preferred stock registered hereby. Because the warrants will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

 

 

(6)

Each unit will be issued under a unit agreement and will represent an interest in two or more securities registered pursuant to this registration statement, which may or may not be separable from one another. Because the units will provide a right only to purchase such securities offered hereunder, no additional registration fee is required.

 

 

(7)

On September 9, 2022, we filed a Registration Statement on Form S-1 (File No. 333-267360) (the “Prior Registration Statement”). In connection with such filing, we paid a filing fee of $4,194.49 to register 10,100,000 shares of our Class A common stock. There were 10,075,000 in unsold shares under the Prior Registration Statement, the offering of which is terminated as of the date hereof. Pursuant to Rule 457(p) under the Securities Act, we applied $4,184.11 of the registration fee previously paid in connection with unsold shares of our securities registered under the Prior Registration Statement toward the payment of the registration fee for the securities registered hereunder.