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Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-4

(Form Type)

 

NXU, 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
  Amount
Registered
   Proposed
Maximum
Offering
Price Per
Share
   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  Common stock, par value $0.0001 par value  Other   2,584,329,320(1)(2)    (3)    $1,966,586(3)    0.00015310   $301.09                     
Fees Previously Paid  Equity  Common stock, par value $0.0001 par value  Other   415,670,680(2)    (3)    $1,771,966(3)        $271.29                     
Carry Forward Securities
Carry Forward Securities                                             
   Total Offering Amounts        $1,966,586(3)        $301.09                     
   Total Fees Previously Paid                  $271.29                     
   Total Fee Offsets                                        
   Net Fee Due                  $29.80                     

 

Table 2: Fee Offset Claims and Sources

 

    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
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims                                    
Fee Offset Sources                                  
Rule 457(p)
Fee Offset Claims                          
Fee Offset Sources                                          

 

 

 

 

Table 3: Combined Prospectuses

 

Security Type  Security Class Title  Amount of Securities Previously Registered  Maximum Aggregate
Offering
Price of Securities
Previously
Registered
  Form Type  File Number  Initial Effective Date
           

 

(1)For purposes of determining the exchange ratio under the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 23, 2024, by and among Nxu, Inc., a Delaware corporation (“Nxu”), NXU Merger Sub, Inc., NXU Merger Sub, LLC, and Verde Bioresins, Inc., a Delaware corporation (“Verde”), and therefore the number of shares expected to be issued (or become issuable) in accordance with the terms and conditions of the Merger Agreement (without taking into account the effect of a reverse stock split of common stock of Nxu), the following additional shares of common stock, $0.001 par value per share, of Nxu were taken into consideration to reflect the securities that were sold by Nxu to certain purchasers pursuant to that certain Securities Purchase Agreement, dated as of December 26, 2024: (i) 6,800,000 shares of Nxu Class A common stock, (ii) pre-funded warrants to purchase 5,200,000 shares of Nxu Class A common stock, (iii) Series A warrants to purchase up to 6,000,000 shares of Nxu Class A common stock, and (iv) Series B warrants to purchase up to 45,251,908 shares of Nxu Class A common stock.

 

(2)Relates to common stock of Nxu issuable to holders of common stock, $0.0001 par value per share, of Verde pursuant to terms of the Merger Agreement. The amount of common stock of Nxu to be registered includes the estimated maximum number of shares of common stock of Nxu that is expected to be issued (or become issuable) in accordance with the terms and conditions of the Merger Agreement, without taking into account the effect of a reverse stock split of common stock of Nxu, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 0.0564 shares of common stock of Nxu for each outstanding share of common stock of Verde, which ratio assumes that certain lease payments remain unpaid at the closing of the merger for purposes of this calculation.

 

(3)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended. Verde is a private company, no market exists for its securities, and Verde has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Verde securities expected to be exchanged in the proposed merger, including any Verde securities issuable upon the exercise of options and warrants and upon the conversion of convertible notes.