|
Security
Type
|
Security
Class
Title
|
Fee
Calculation
Rule
|
Amount
Registered(1)
|
Proposed
Maximum
Offering
Price Per
Unit
|
Maximum
Aggregate
Offering
Price
|
Fee
Rate
|
Amount of
Registration
Fee
|
|
Equity
|
Class A common
stock,
par
value
$0.0001
per
share
|
Other
|
6,675,630(2)
|
$1.35(3)
|
$9,012,100.50
|
$0.00015310
|
$1,379.75
|
|
Equity
|
Class A common
stock,
par
value
$0.0001
per
share
|
Other
|
3,000,000(4)
|
$1.35(5)
|
$4,050,000.00
|
$0.00015310
|
$620.06
|
|
Total Offering Amounts
|
$13,062,100.50
|
$1,999.81
|
|||||
|
Total Fee Offsets
|
-
|
||||||
|
Net Fee Due
|
$1,999.81
|
||||||
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 also covers any additional shares of Class A common
stock, par value $0.0001 per share (“Class A Common Stock”), of Quantum-Si Incorporated (the “Registrant”) which may become issuable under the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the Quantum-Si
Incorporated 2023 Inducement Equity Incentive Plan, as amended (the “Inducement Plan”) in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar
transaction, and any other securities with respect to which the outstanding shares are converted or exchanged.
|
|
(2)
|
Represents an increase of 6,675,630 shares of Class A Common Stock reserved for issuance under the 2021 Plan, by operation of the 2021 Plan’s “evergreen” provision. The maximum number of
shares which may be sold upon the exercise of options or issuance of stock-based awards granted under the 2021 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2021 Plan.
|
|
(3)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share
and the aggregate offering price for shares reserved for future grant or issuance under the 2021 Plan are based on the average of the high and the low price of Registrant’s Class A common stock as reported on The Nasdaq Global Market as
of February 28, 2025.
|
|
(4)
|
Represents 3,000,000 shares of Class A Common Stock reserved for issuance under the Inducement Plan. The maximum number of shares which may be sold upon the exercise of options or issuance
of stock-based awards granted under the Inducement Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the Inducement Plan.
|
|
(5)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share
and the aggregate offering price for shares reserved for future grant or issuance under the Inducement Plan are based on the average of the high and the low price of Registrant’s Class A common stock as reported on The Nasdaq Global
Market as of February 28, 2025.
|