EX-FILING FEES 7 d296557dexfilingfees.htm EX-FILING FEES

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

S-8

(Form Type)

System1, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered(1)		Proposed Maximum Offering Price Per Unit(4)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity		Class A Common Stock, par value $0.0001 per share, to be issued under System1, Inc. 2022 Incentive Award Plan		Rules 457(c) and 457(h)		8,297,625(2)		$13.46		$111,686,033		0.0000927		$10,353
Equity		Class A Common Stock, par value $0.0001 per share, to be issued under System1, Inc. Earn-Out Inducement Equity Incentive Plan		Rules 457(c) and 457(h)		4,666,667(3)		$13.46		$62,813,338		0.0000927		$5,823
Total Offering Amounts						12,964,292				$174,499,371				$16,176
Total Fee Offsets
Net Fee Due														$16,176

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) covers any additional number of shares of Class A Common Stock, par value $0.0001 per share (“Common Stock”), of System1, Inc. (the “Company”) that become issuable under the System1, Inc. 2022 Incentive Award Plan (the “2022 Plan”) or the System1, Inc. Earn-Out Inducement Equity Incentive Plan (the “Inducement Plan”), by reason of any stock splits, stock dividends or other distribution, recapitalization or similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2) Represents shares of Common Stock of the Company available for future issuance under the 2022 Plan.

(3) Represents shares of Common Stock of the Company available for future issuance under the Inducement Plan.

(4) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Company’s shares of Common Stock as reported on the New York Stock Exchange (“NYSE”) on April 25, 2022, which date is within five business days prior to the filing of this Registration Statement.