EX-FILING FEES 7 ea177058ex-fee_verdeclean.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Table

 

Form S-8

(Form Type)

 

Verde Clean Fuels, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered

 

Security Type   Security Class Title   Fee
Calculation
Rule		   Amount
Registered(1)		     Proposed
Maximum
Offering
Price
Per Unit		     Maximum Aggregate
Offering Price		     Fee Rate     Amount of
Registration Fee		  
Equity   Class A Common Stock, $0.0001 par value per share, Verde Clean Fuels, Inc. 2023 Omnibus Incentive Plan   Other(2)     6,145,246 (3)   $ 5.05 (2)   $ 31,033,492.30     $ 0.00011020     $ 3,419.89 (4)
                                   
Total Offering Amounts             $ 31,033,492.30               —  
                                   
Total Fees Previously Paid                               —  
                                   
Total Fee Offsets                               —  
                                   
Net Fee Due                             $ 3,419.89  

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Class A common stock of the Registrant (“Common Stock”) that may be issued to adjust the number of shares issued pursuant to the Verde Clean Fuels, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of shares of the Registrant’s outstanding Common Stock.

 

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) of the Securities Act based on the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Stock Market on April 25, 2023, which date is within five business days prior to the filing of this Registration Statement.

 

(3)

Represents the number of shares of Common Stock issuable pursuant to the 2023 Plan being registered herein, which shares consist of shares of Common Stock reserved and available for delivery with respect to awards under the 2023 Plan, shares of Common Stock that may again become available for delivery with respect to awards under the 2023 Plan pursuant to the share counting, share recycling and other terms and conditions of the 2023 Plan, and shares of Common Stock that may become reserved and available for delivery with respect to awards under the 2023 Plan pursuant to the “evergreen” provision of the 2023 Plan.

 

(4) Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.00011020.