EX-FILING FEES 2 kitts-8ex107.htm EX-FILING FEES Document

Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Nauticus Robotics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type
Security Class TitleFee Calculation Rule (1)
Amount
Registered (2)
Proposed Maximum Offering Price Per UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquityCommon Stock, $0.0001 par value per shareOther12,973,853(3)$0.131 (4)$1,699,574.74 .0001476$250.86 
Total Offering Amounts$1,699,574.74 $250.86 
Total Fee Offsets$— 
Net Fee Due$250.86 

(1)
Fee calculated in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)
Pursuant to Rule 416(a) under the Securities Act, this Registration Statement on Form S-8 (this “Registration Statement”) shall be deemed to cover any additional shares of the common stock of Nauticus Robotics, Inc. (the “Registrant”) that become issuable under the Nauticus Robotics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) by reason of any future share splits, share dividends, recapitalizations or any other similar transactions effected without the receipt of consideration by the Registrant, which results in an increase in the number of outstanding shares of common stock of the Registrant.

(3)This Registration Statement covers 12,973,853 shares of common stock authorized and reserved for issuance under the Plan.

(4)Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act. Such computation is based on the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Capital Market on July 12, 2024, a date within five business days of the date of this Registration Statement.