Exhibit 107

 

Calculation of Filing Fee Table

 

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Form Type)

 

PSQ 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 Share
   Maximum
Aggregate
Offering
Price
   Fee Rate   Amount of
Registration
Fee
 
Fees to Be Paid  Equity  Class A Common Stock, $0.0001 par value per share (2)  Other (3)   183,349   $2.72​(3)  $498,709.28    0.00015310   $76.35 
         Total Offering Amount   $498,709.28        $76.35 
         Total Fees Previously Paid             $- 
         Total Fee Offsets             $- 
         Net Fees Due             $76.35 

 

Table 3: Combined Prospectuses

 

Security
Type
  Security Class
Title
  Amount of
Securities
Previously
Registered (1)
   Maximum
Aggregate
Offering
Price of Securities
Previously Registered
   Form Type  File Number  Initial Effective
Date
Equity  Primary Offering Class A Common Stock (4)(5)   11,450,000       -   Form S-1  333-273830  10/12/2023
Equity  Secondary Offering Class A Common Stock (5)(6)   5,700,000    -   Form S-1  333-273830  10/12/2023
Equity  Secondary Offering Warrants to purchase Class A Common Stock (5) (7)   5,700,000    -   Form S-1  333-273830  10/12/2023
Equity  Secondary Offering of Class A Common Stock (5)(8)   4,312,500    -   Form S-1  333-273830  10/12/2023

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement covers an undetermined number of shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of PSQ Holdings, Inc. (the “Company”) that may become issuable to prevent dilution from stock splits, stock dividends or similar transactions with respect to the shares registered hereunder.

 

 

 

 

(2) Consists of 183,349 shares of the Class A Common Stock, registered for sale by the selling holder named in this registration statement, which were not included on Prior Registration Statement  (as defined below).
   
(3)

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $2.72, which is the average of the high and low prices for the registrant’s Class A Common Stock on The New York Stock Exchange on October 21, 2024, which date is within five business days prior to filing this registration statement.

   
(4) Consists of up to 11,450,000 shares of the Class A Common Stock, comprised of (i) up to 5,750,000 shares of Class A Common Stock that are issuable upon the exercise of the public warrants of the Company originally issued in the Company’s initial public offering, and (ii) up to 5,700,000 shares of Class A Common Stock that are issuable upon the exercise of the private warrants of the Company.
   
(5) No registration fee is payable in connection with the securities that were previously registered on the registrant’s registration statement on Form S-1 (File No. 333-273830), which was originally filed with the SEC on August 9, 2023 and declared effective by the SEC on October 12, 2023 (” Prior Registration Statement I) because such shares are being transferred from Registration Statement I to this registration statement pursuant to Rule 429 under the Securities Act. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute a post-effective amendment to Prior Registration Statement, which post-effective amendment will become effective concurrently with the effectiveness of this registration statement in accordance with Section 8(c) of the Securities Act.
   
(6) Consists of 5,700,000 shares of Class A Common Stock registered for sale by certain of the selling holders named in this registration statement, comprised of shares of Class A Common Stock that are issuable upon the exercise of the private warrants of the Company.
   
(7) Represents the resale of up to 5,700,000 private warrants of the Company.
   
(8) Consists of 4,312,500 shares of Class A Common Stock registered for resale by certain of the selling holders named in this registration statement.