Exhibit 107

 

Calculation of Filing Fee Tables

 

S-4 

…………..

(Form Type)

 

CleanTech Acquisition Corp.

……………………………………………………..…

(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
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 Common Stock Other 41,586,983(1) $0.003(2) $138,623(2) $0.0000927 $12.85  -  -  -  -
Fees
Previously
Paid		                        
Carry Forward Securities
Carry
Forward
Securities		                        
  Total Offering Amounts                
  Total Fees Previously Paid                
  Total Fee Offsets                
  Net Fee Due                

 

(1)Based on the maximum number of shares of common stock, $0.0001 par value per share (“Common Stock”), of the registrant issuable upon a business combination (the “Business Combination”) involving CleanTech Acquisition Corp. (“CLAQ”) and Nauticus Robotics, Inc., formerly known as Houston Mechatronics, Inc. (“Nauticus”). This number comprises of (i) 30,031,279 shares Common Stock issuable as consideration in connection with the Business Combination to holders of common stock of Nauticus (after the Nauticus Preferred Stock Conversion and the Nauticus Convertible Notes Conversion), (ii) securities convertible into Common Stock (which includes 4,055,704 shares of Common Stock issuable upon the exercise of options resulting from the automatic conversion of options to purchase shares of common stock of Nauticus (“Nauticus Options”) into options to purchase Common Stock of the Combined Company), and (iii) 7,500,000 earnout shares. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.
(2)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”). Nauticus is a private company, no market exists for its securities and Nauticus has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Nauticus securities expected to be exchanged in the Business Combination.