| (1) |
Represents
the resale of 14,017,056 shares (“Shares”) of Class A Common Stock (“Common Stock”) by the selling stockholders
named in the prospectus that forms a part of this registration statement on Form S-3 (“Selling Stockholders”). Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such
indeterminable additional shares of Common Stock as may be issued to prevent dilution as a result of stock splits, stock dividends
or similar transactions, and the resale of such shares of Common Stock |
| (2) |
Pursuant
to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering
price per share is $6.61, which is the average of the high and low prices of the shares of the Company’s Common Stock on October 6, 2025 (a date withing five business days prior to filing) on the Nasdaq Stock Market. |
| (3) |
Represents
the issuance by the registrant of 7,008,528 shares of Common Stock that may be issued upon the exercise of 7,008,528 warrants (“Warrants”)
held by Selling Stockholders which were issued in connection with the issuance of the Shares. Pursuant to Rule 416 under the Securities
Act, there are also being registered such indeterminable additional shares of Common Stock as may be issued to prevent dilution as
a result of stock splits, stock dividends or similar transactions, and the resale of such shares of Common Stock. |
| (4) |
Based
on the exercise price of the Warrants of $6.00 per share of Common Stock in accordance with Rule 457(g) under the Securities Act.
|