|
Security Type
|
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered(1) |
Proposed
Maximum Offering Price Per Unit(1) |
Maximum
Aggregate Offering Price(1) |
Fee Rate
|
Amount of
Registration Fee(2) |
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 |
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Newly Registered Securities
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Primary Offering of Securities:
|
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Fees to
Be Paid
|
Equity
|
Class A
Common
Stock, par value
$0.001 per share |
Rule 456(b)
and
Rule 457(r) |
—
|
—
|
—
|
—
|
—
|
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|
Fees to
Be Paid
|
Equity
|
Preferred
Stock, par value $0.001 per share |
Rule 456(b)
and
Rule 457(r) |
—
|
—
|
—
|
—
|
—
|
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|
Fees to
Be Paid
|
Debt
|
Debt
Securities |
Rule 456(b)
and
Rule 457(r |
—
|
—
|
—
|
—
|
—
|
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|
Fees to
Be Paid
|
Equity
|
Warrants
|
Rule 456(b)
and
Rule 457(r |
—
|
—
|
—
|
—
|
—
|
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|
Fees to
Be Paid
|
Equity
|
Units
|
Rule 456(b)
and
Rule 457(r |
—
|
—
|
—
|
—
|
—
|
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|
Fees to
Be Paid
|
Total Registration Fee:
|
—
|
—
|
—
|
—
|
—
|
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|
Carry Forward Securities
|
||||||||||||||||||||||||
|
Carry
Forward
Securities
|
Total
Offering
Amounts
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
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|
Total Offering Amounts
|
N/A
|
|||||||||||||||||||||||
|
Total Fees Previously Paid
|
N/A
|
—
|
||||||||||||||||||||||
|
Total Fee Offsets
|
$73,800.00(3)
|
—
|
||||||||||||||||||||||
|
Net Fee Due
|
N/A
|
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|
|
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|
Rule 457(p)
|
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|
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 |
|
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|
|
|
|
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|
|
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|
Fee Offset
Claims |
|
Olo Inc.
|
|
POSASR
|
|
333-264074
|
|
February 21, 2024
|
|
|
$73,800.00(3)
|
|
Unallocated
(Universal Shelf) |
|
Unallocated
(Universal Shelf) |
|
(3)
|
|
$500,000,000
|
|
|
|
|
|
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|
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|
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|
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|
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|
Fee Offset Sources
|
|
Olo Inc.
|
|
POSASR
|
|
333-264074
|
|
|
|
February 21, 2024
|
|
|
|
|
|
|
|
|
|
|
|
$73,800.00 (3)
|
|
(1)
|
An unspecified aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at unspecified prices.
There is also being registered hereunder such currently indeterminate number of (i) shares or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or
preferred stock registered hereby, or (ii) shares of debt securities, common stock, preferred stock or units as may be issued upon exercise of warrants registered hereby, as the case may be, including under any applicable antidilution
provisions. Any securities registered hereunder may be sold separately or together with other securities registered hereunder. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be
received for securities that are issuable upon conversion, exercise or exchange of other securities.
|
| (2) |
The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. In connection with the securities offered hereby, the
registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment
rate in effect on the date of such fee payment.
|
| (3) |
The registrant has previously registered the offer and sale of up to $500,000,000 of securities pursuant to Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No.
333-264074), as filed by the Company with the Securities and Exchange Commission on February 21, 2024, originally filed and effective on February 21, 2024, as amended by Post-Effective Amendment No. 2 filed on February 21, 2024 (the “Prior
Registration Statement”). In connection with the filing of the Prior Registration Statement, the registrant made a contemporaneous fee payment in the amount of $73,800.00. Of the $500,000,000 of securities registered for potential issuance
and sale by the Registrant under the Prior Registration Statement, all of the securities remain unsold (the “Unsold Securities”). Pursuant to Rule 457(p) under the Securities Act, the registration fee of $73,800.00 that has already been
paid and remains unused with respect to the Unsold Securities will offset any registration fee due in connection with this registration statement. Concurrently with the filing of this registration statement, any offering of the Unsold
Securities pursuant to the Prior Registration Statement is hereby terminated.
|