Please wait
0001775734 EX-FILING FEES 0001775734 2025-12-22 2025-12-22 0001775734 1 2025-12-22 2025-12-22 0001775734 1 2025-12-22 2025-12-22 0001775734 2 2025-12-22 2025-12-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

Exhibit 107

 

Calculation of Filing Fee Table

 

FORM S-1

(Form Type)

 

BENEFICIENT

 (Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

  

Security

Type

 

Security
Class

Title

  Fee
Calculation
or Carry
Forward
Rule
   Amount
Registered (1)
  

Proposed

Maximum

Offering

Price Per
Unit (2)

  Maximum
Aggregate
Offering
Price
   Fee Rate  

Amount of

Registration
Fee

 
                              
Fees to be paid  Equity  Class A
Common
Stock
   457(c)    71,017,840   $4.0041 (1)  $284,362,533   $0.0001381   $39,270.47 
   Total Offering Amounts      $284,362,533        $39,270.47 
   Total Fees Previously Paid                 $ 
   Total Fee Offsets                 $33,195.41 
   Net Fee Due                 $6,075.06 

 

(1) Represents 71,017,840 shares of Class A common stock, par value $0.001 per share (the “Class A common stock”), of Beneficient (the “Company”) registered for resale by the selling holders named in this registration statement (the “Prospectus”), consisting of (i) 64,371,217 shares of Class A common stock that the Company may elect to issue and sell pursuant to the SEPA (as defined in the Prospectus and such shares, the “SEPA Shares”), (ii) 165,674 shares of Class A common stock that may be issued upon exercise of the Warrants (as defined in the Prospectus) to purchase 165,674 shares of Class A common stock at an exercise price of $21.04, (iii) 15,625 shares of Class A common stock issuable upon of conversion of the Series B-2 preferred stock, par value $0.001 per share, pursuant to the Mendoza Subscription Agreement (as defined in the Prospectus), (iv) 1,786 shares of Class A common stock issuable upon of conversion of the Series B-3 preferred stock, par value $0.001 per share, pursuant to the Interest Solutions Subscription Agreement (as defined in the Prospectus), (v) 3,219 shares of Class A common stock issuable upon of conversion of the Series B-4 preferred stock, par value $0.001 per share, pursuant to the Convergency Subscription Agreement (as defined in the Prospectus), (vi) 245,305 shares of Class A common stock issuable upon conversion of the Series B-5 preferred stock, par value $0.001 per share, pursuant to the 8F Fund Subscription Agreement (as defined in the Prospectus), (vii) 5,107,787 shares of Class A common stock issuable upon conversion of the Series B-6 preferred stock, par value $0.001 per share, pursuant to the Pulse Pioneer Fund Subscription Agreement (as defined in the Prospectus), (viii) 130,557 shares of Class A common stock issuable upon conversion of the Series B-7 preferred stock, par value $0.001 per share, pursuant to the Cork & Vines Fund Subscription Agreement (as defined in the Prospectus), (ix) 937,191 shares of Class A common stock issuable upon conversion of the Series B-8 common stock, par value $0.001 per share, pursuant to the Mendoza Ventures Growth Fund III Subscription Agreement (as defined in the Prospectus), (x) 14,293 shares of Class A common stock issued pursuant to the Amendment to the Settlement and Release Agreement (as defined in the Prospectus) and (xi) 25,186 shares of Class A common stock issued pursuant to the Vendor Subscription Agreement (as defined in the Prospectus). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Company is also registering such additional indeterminate number of shares of common stock as may become issuable as a result of stock splits or stock dividends.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high ($4.6982) and low ($3.31) prices of the shares of Class A common stock on The Nasdaq Capital Market on December 16, 2025 (such date being within five business days of the date that this registration statement was first filed with the Securities and Exchange Commission).

 

 

 

 

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 
Fee Offset Claims (1)  Beneficient  S-1  333-282760   October 22, 2024   -—  $33,195.41    Equity   Class A common stock   (1)   $33,195.41     
Fee Offset Sources (2)  Beneficient  S-1  333-282760      October 22, 2024                    $33,195.41 

 

(1) The Registrant previously filed a Registration Statement on Form S-1 with the Securities and Exchange Commission on October 22, 2024 (File No. 333-282760) (the “Prior Registration Statement”), that registered an aggregate of 25,401,616 shares of Class A common stock, 24,849,910 of which remain unsold (the “Unsold Securities”) (as adjusted for stock splits). The Registrant hereby confirms that the Prior Registration Statement has been terminated.
(2) The Registrant expects to offset the registration fee due hereunder by an amount of fees that was previously paid with respect to the Unsold Securities covered by the Prior Registration Statement pursuant to Rule 457(p) under the Securities Act. The fee previously paid for the Unsold Securities covered by the Prior Registration Statement was pursuant to Rule 457(p) under the Securities Act, and the Registrant hereby offsets the total registration fee due under this Registration Statement of $39,270.47 from the fees previously paid in connection with the Unsold Securities covered by the Prior Registration Statement. Accordingly, a registration fee of $6,075.06 is being paid in connection with the filing of this Registration Statement.