Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-4

(Form Type)

 

CleanTech Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

CALCULATION OF REGISTRATION FEE

 

   Security
Type		  Security Class Title(1)  Fee
Calculation
Rule(2)		  Amount Being
Registered(3)		   Proposed
Maximum
Offering
Price Per
Security(4)		   Maximum Aggregate
Offering Price		   Fee Rate   Amount of
Registration Fee		 
Fees Previously Paid  Equity  common stock, $0.0001 par value  Other   

41,501,549

   $0.003   $124,504    0.0000927   $11.54 
      Total Offering Amounts               $124,504        $11.54 
      Total Fees Previously Paid                         $11.54 
      Net Fee Due                         $0 

 

(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) 30,031,283 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 3,970,266 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.

 

(2)Rule 457(f)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

 

(3)Pursuant to Rule 416(a) of 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.

 

(4)Nauticus is a private company, no market exists for its securities and Nauticus has an accumulated deficit. Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act, 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.