Exhibit 107
Calculation of Filing Fee Tables
424(b)(5)
(Form Type)
QXO, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule (1) |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price) |
Fee Rate | Amount
of Registration Fee |
Carry
Forward Form Type |
Carry
Forward File Number |
Carry
Forward Initial Effective Date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
| Newly Registered Securities | ||||||||||||
| Fees to Be Paid | Equity | Depositary Shares representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock | Rule 457(r) | 11,500,000 | $50.00 | $575,000,000 | $0.00015310 | $88,032.50 | ||||
| Fees to Be Paid | Equity | Common
Stock, par value $0.00001 per share |
Rule 457(i) | N/A | N/A | N/A | N/A | $0.00 | ||||
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||
| Total Offering Amounts | $575,000,000 | $88,032.50 | ||||||||||
| Total Fees Previously Paid | $0.00 | |||||||||||
| Total Fee Offsets | $0.00 | |||||||||||
| Net Fee Due | $88,032.50 | N/A | ||||||||||
(1) Represents up to 11,500,000 Depositary Shares (the “Depositary Shares”), each representing a 1/20th interest in a share of the Registrant’s 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share (the “Mandatory Convertible Preferred Stock”), including 1,500,000 Depositary
Shares issuable upon exercise of the underwriters’ option to purchase additional Depositary Shares from the Registrant solely to cover over-allotments, if any. The fee payable in connection with the offering relating to this exhibit has been calculated pursuant to Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”) and paid in accordance with Rule 456(b) under the Securities Act.
(2) Includes (i) 34,848,450 shares of the Registrant’s common stock, par value $0.00001 per share (the “Common Stock”), issuable upon conversion of 575,000 shares of Mandatory Convertible Preferred Stock, including 75,000 shares of Mandatory Convertible Preferred Stock issuable upon exercise of the underwriters’ option to purchase additional Depositary Shares from the Registrant solely to cover over-allotments, if any, at the initial maximum conversion rate of 60.6060 shares of Common Stock per Depositary Share; and (ii) up to 16,231,981 shares of Common Stock issuable on account of unpaid dividends on the 575,000 shares of Mandatory Convertible Preferred Stock, based on the initial floor price of $5.78 per share of Common Stock, as described in the prospectus supplement relating to the registration statement to which this exhibit is attached. Under Rule 416, the number of shares of Common Stock whose offer and sale are registered hereby includes an indeterminate number of shares of Common Stock that may be issued in connection with stock splits, stock dividends or similar transactions. Additionally, under Rule 457(i), there is no additional filing fee payable with respect to the shares of Common Stock issuable upon conversion of the Mandatory Convertible Preferred Stock because no additional consideration will be received in connection with the exercise of the conversion privilege or upon mandatory conversion.