Exhibit 107
Calculation of Filing Fee Tables
FORM S-4
(Form Type)
SOFTWARE ACQUISITION GROUP INC. III
(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 Price Per Unit |
Maximum Price |
Fee Rate | Amount of Registration Fee(4) |
Carry Form |
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 (1)(2) |
457(f)(2) | 54,600,000 | $0.00033(3) | $18,018.00 | 0.0000927 | $1.67 | |||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Total Offering Amounts | $542,473,000 | $1.67 | ||||||||||||||||||||||
Total Fees Previously Paid | $ 0 | |||||||||||||||||||||||
Total Fee Offsets | $ 0 | |||||||||||||||||||||||
Net Fee Due | $1.67 |
(1) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
(2) | The number of shares of Class A common stock of Software Acquisition Group Inc. III, par value $0.0001 per share (the Class A common stock), being registered includes up to 54,600,000 shares of Class A common stock estimated to be issued to Nogins equity holders in connection with the business combination described herein. |
(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 (the Securities Act). Nogin, Inc. (Nogin) is a private company, no market exists for its securities and it has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Nogin securities expected to be exchanged in the Merger. |
(4) | Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $92.70 per $1,000,000 of the proposed maximum aggregate offering price. |