|
Security
Type
|
Security
Class
Title
|
Fee
Calculation
Rule
|
Amount
Registered(1)
|
Proposed
Maximum
Offering
Price Per
Share(2)
|
Proposed
Maximum
Aggregate
Offering Price (1)(2)(3)
|
Fee
Rate
|
Amount of
Registration
Fee
|
||||||||
|
Fees to be Paid
|
Equity
|
Common stock (4)
|
457(o)
|
—
|
—
|
$10,005,000
|
0.00015310
|
$1,531.77
|
|||||||
|
Fees to be Paid
|
Equity
|
Pre-funded warrants (4)(5)
|
457(g)
|
—
|
—
|
Included above
|
—
|
—
|
|||||||
|
Fees to be Paid
|
Equity
|
Common stock issuable upon exercise of pre-funded warrants (4)
|
457(o)
|
—
|
—
|
Included above
|
—
|
—
|
|||||||
|
Fees to be Paid
|
Equity
|
Warrants (5)
|
457(g)
|
—
|
—
|
—
|
—
|
—
|
|||||||
|
Fees to be Paid
|
Equity
|
Placement agent warrants (5)
|
457(g)
|
—
|
—
|
—
|
—
|
—
|
|||||||
|
Fees to be Paid
|
Equity
|
Common stock issuable upon exercise of warrants
|
457(o)
|
—
|
—
|
$10,005,000
|
0.00015310
|
$1,531.77
|
|||||||
|
Fees to be Paid
|
Equity
|
Common stock issuable upon exercise of placement agent warrants
|
457(o)
|
—
|
—
|
$550,275
|
0.00015310
|
$84.25
|
|||||||
|
Total Offering Amounts
|
$20,560,275
|
$3,147.79
|
|||||||||||||
|
Total Fee Previously Paid
|
—
|
||||||||||||||
|
Total Fee Offsets
|
$3,147.79 (6)
|
||||||||||||||
|
Net Fee Due
|
$—
|
||||||||||||||
|
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
|
Form S-1
|
333-
283539
|
December 2, 2024
|
$3,147.79
|
Equity
|
Class A common stock, $0.00001 par
value per share
|
N/A
|
$41,218,158.07
|
—
|
||||||||||||||
|
Fee-Offset Sources
|
Momentus, Inc.
|
Form S-1
|
333-
283539
|
December 2, 2024
|
—
|
—
|
—
|
—
|
—
|
$3,147.79
|
|||||||||||||
| (1) |
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
|
| (2) |
Pursuant to Rule 416 under the Securities Act, the securities registered hereby also include an indeterminate number of additional securities as may from time to time become issuable by reason of stock splits, stock
dividends, recapitalizations, or other similar transactions.
|
| (3) |
Includes the price of additional shares of common stock that may be issued upon exercise of the over-allotment option granted to the underwriters to cover over-allotments, if any.
|
| (4) |
The proposed maximum aggregate offering price of the common stock will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants issued in the offering, and the proposed maximum
aggregate offering price of the pre-funded warrants to be issued in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any common stock issued in the offering. Accordingly, the proposed maximum aggregate
offering price of the common stock, and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $8,000,000.
|
| (5) |
No fee pursuant to Rule 457(g) of the Securities Act.
|
| (6) |
The Registrant previously filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on December 2, 2024 (File No.
333-283539), as amended, which was declared effective on December 17, 2024 (the “Initial Registration Statement”), that registered an aggregate of $46,218,158.07 of securities to be offered by the Registrant, for which the Registrant paid a
filing fee of $7,076.00. On December 18, 2024, the Registrant completed a primary offering of $5,000,000 of its securities registered under the Initial Registration Statement and $41,218,158.07 of the securities remain unsold, leaving
$5,530.58 in previously paid fees available for future offset. The Registrant filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on December 11, 2024 (File No. 333-283727), as amended, which was declared
effective on January 2, 2025 (the “Subsequent Registration Statement”). In connection with the filing of the Subsequent Registration Statement, $122.24 of the fees available for offset were used towards the filing fee of the Subsequent
Registration Statement. In accordance with Rule 457(p) under the Securities Act, the Registrant is using $3,147.79 of the unused filing fees to offset the filing fee payable in connection with this filing. Accordingly no registration fee of
is due to be paid at this time. Concurrently with the effectiveness of this registration statement, any offering of unsold securities pursuant to the Prior Registration Statement is hereby terminated.
|