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)

 

 

306,571

 

 

$ 9.86 (1)

 

$ 3,022,790.06

 

 

 

0.0001476

 

 

$ 446.16

 

Fees Previously Paid

 

Equity

 

Common Stock issuable upon conversion of Convertible Note

 

 

457(c)

 

 

1,019,989 (2)

 

 

1.48 (3)

 

 

1,509,583.72

 

 

 

0.0001476

 

 

 

222.81

 

 

 

Equity

 

Common Stock issuable upon exercise of Warrants

 

 

457(g)

 

 

2,689,902

 

 

 

1.77 (4)

 

 

4,761,126.54

 

 

 

0.0001476

 

 

 

702.74

 

 

 

Equity

 

Common Stock issuable upon exercise of Options

 

 

457(g)

 

 

1,758,105

 

 

 

0.12 (5)

 

 

210,972.60

 

 

 

0.0001476

 

 

 

31.14

 

Total Offering Amounts

 

 

$ 9,504,472.92

 

 

 

0.0001476

 

 

$ 1,402.86

 

Total Fees Previously Paid

 

 

 

-

 

 

 

 

 

 

 

1,060.01 (8)

Total Fee Offsets

 

 

 

-

 

 

 

 

 

 

 

-

 

Net Fees Due

 

 

 

 

 

 

 

 

 

 

 

342.85

 

 

 

 

 

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)

Based on the average of high price of $10.32 and low price of $9.40 of the Registrant’s Common Stock on The Nasdaq Global Market on April 5, 2024.

(2)

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.

(3)

Previously estimated in connection with the initial filing of this registration statement with the Securities and Exchange Commission on February 7, 2024, 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.

(4)

Warrants are exercisable at $1.77 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. 

(8)

The Registrant previously paid $1,060.01 in connection with the initial filing of this registration statement, filed with the Securities and Exchange Commission on February 7, 2024.