Security
Type

Security
Class Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered (1)

Proposed
Maximum
Offering
Price Per
Unit (3)

Maximum
Aggregate Offering
Price (3)

Fee Rate

Amount of
Registration
Fee

Newly Registered Securities

Fees to Be Paid

Equity

Class A Common Stock, par value $0.0001 per share

457(c), 457(f) (1)

8,000,000 (2)

$3.23

$25,840,000

0.0001531

$3,957.00

Fees

Previously

Paid

    —

    —

      —

      —

     —

        —

       —

Carry Forward Securities

Carry

Forward

Securities

—

—

—

—

—

—

—

Total Offering Amounts

$25,840,000

0.0001531

$3,957.00

Total Fees Previously Paid

—

$0

Total Fee Offsets

—

$0

Net Fee Due

$3,957.00

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of securities which may become issuable by reason of any stock dividend, stock split or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding securities.

(2)

Based on the maximum number of shares of the Registrant’s Class A common stock estimated to be issued in connection with the merger described in the Registration Statement.

(3)

Calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for purposes of calculating the registration fee, the estimated maximum aggregate offering price is calculated as the product of (i) 8,000,000 shares of the Registrant’s Class A common stock and (ii) $3.23, the average of the high and low prices of the Registrant’s Class A common stock as reported on the NYSE American on February 12, 2025.