EXHIBIT 107
Calculation of Filing Fee Table
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Form Type)
Airship AI Holdings, Inc.
(Exact Name of Registrant As Specified in its Charter)
Table 1: Newly Registered Securities
|
|
| Security Type |
|
| Security Class Title |
| Fee Calculation Rule |
|
| Amount Registered |
|
| Proposed Maximum Offering Price Per Share |
|
| Maximum Aggregate Offering Price |
|
| Fee Rate |
|
| Amount of Registration Fee |
| ||||||
| Newly Registered Securities |
| ||||||||||||||||||||||||||||
| Fees to Be Paid |
| Equity |
|
| Common Stock, $0.0001 par value per share |
|
| 457(c) |
|
| 1,019,989 | (1) |
| 1.48 | (2) |
| $ | 1,509,583.72 |
|
|
| 0.0001476 |
|
| $ | 222.81 |
| ||
|
|
| Equity |
|
| Common Stock issuable upon exercise of the Warrants |
|
| 457(g) |
|
| 2,689,902 |
| $ | 1.77 | (3) |
|
| 4,761,126.54 |
|
|
| 0.0001476 |
|
| $ | 702.74 | |||
|
|
| Equity |
|
| Common Stock issuable upon exercise of the Platinum Warrants |
|
| 457(g) |
|
|
| 189,334 |
|
| $ | 3.69717 | (4) |
|
| 699,999.98 |
|
|
| 0.0001476 |
|
| $ | 103.32 |
|
|
|
| Equity |
|
| Common Stock issuable upon exercise of the Options |
|
| 457(g) |
|
|
| 1,758,105 |
|
|
| 0.12 | (5) |
|
| 210,972.6 |
|
|
| 0.0001476 |
|
|
| 31.14 |
|
| Fees Previously Paid |
| — |
|
| — |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
| Total Offering Amounts |
|
| $ | 7,181,682.84 |
|
|
| 0.0001476 |
|
|
| 1,060.01 | |||||||||
|
|
|
|
|
|
|
|
| Total Fees Previously Paid |
|
|
| - |
|
|
|
|
|
|
| - |
| ||||||||
|
|
|
|
|
|
|
|
| Total Fee Offsets |
|
|
| - |
|
|
|
|
|
|
| - |
| ||||||||
|
|
|
|
|
|
|
|
| Net Fees Due |
|
|
|
|
|
|
|
|
|
|
| 1,060.01 |
| ||||||||
Table 3: Combined Prospectuses
| Security Type |
| Security Class Title |
| Amount of Securities Previously Registered |
|
| Maximum Aggregate Offering Price |
|
| Form Type |
| File Number |
| Initial Effective Date | |||
| Equity |
| Common Stock underlying the Public Warrants (6) |
|
| 16,184,612 | (7) |
| $ | 190,331,037.12 |
|
| S-4 |
| 333-274464 |
| December 5, 2023 | |
| (1) | Represents 1,019,989 shares of Common Stock issuable upon the conversion of an amended and restated senior secured convertible promissory note issued by us to Platinum Capital Partners Inc. (“Platinum”) in a private placement on February 2, 2024. |
| (2) | Based on the average of high price of $1.52 and low price of $1.44 of the Registrant’s Common Stock on the Nasdaq Global Market on February 5, 2024. |
| (3) | Warrants are exercisable at $1.77 per share of Common Stock. |
| (4) | Platinum Warrants are exercisable at $3.69717 per share of Common Stock. |
| (5) | Options are exercisable at $0.12 per share of Common Stock. |
| (6) | No registration fee is payable in connection with the 16,184,612 shares of Common Stock previously registered on a registration statement on Form S-4 (File No. 333-274464), which was declared effective on December 5, 2023 (the “Prior Registration Statement”), because such shares are being transferred from the Prior Registration pursuant to Rule 429(b) under the Securities Act. |
| (7) | 16,184,612 shares of Common Stock registered under the Prior Registration Statement are included this registration statement. Pursuant to Rule 429(b) under the Securities Act, this registration statement upon effectiveness, will constitute post-effective amendments to the Prior Registration Statement, which post-effective amendments shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act. If securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder. |