Security
Type

Security
Class Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

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

Class A Common Stock, par value $0.0001 per share

Rule
457(c)

7,911,580⁽¹⁾

$11.38⁽²⁾

$90,033,781

0.00015310

$13,785

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

—

—

—

—

—

—

—

—

—

Total Offering Amounts

$90,033,781

$13,785

Total Fees Previously Paid

—

Total Fee Offsets

—

Net Fee Due

$90,033,781

$13,785

(1)

Represents an aggregate of 7,911,580 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) previously issued by the registrant to the selling securityholders named in the registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering such additional indeterminate number of shares of Class A 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 pursuant to Rule 457(c) of the Securities Act. The proposed maximum offering price per share is estimated to be $11.38, based on the average of the high and low sales prices of the Class A Common Stock as reported by the NYSE American LLC on January 22, 2025.