FEE TABLES FOR FORMS

F-1, F-3, F-4

S-1, S-3, S-4 and S-11

Calculation of Filing Fee Tables

Form S-1

(Form Type)

GSR II Meteora 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

 

Fees to Be

Paid

 

 

Equity

 

 

Units, each consisting of one share of Class A common stock, $0.0001 par value, one sixteenth of one right and one

redeemable warrant(2)

 

     

31,625,000

 

 

$10.00

 

 

$316,250,000

 

 

0.0000927

 

 

$29,316.38

 

Fees to Be

Paid

 

 

Equity

 

 

Shares of Class A common stock included as part of the units(3)(4)

 

     

31,625,000

 

               

Fees to Be

Paid

 

 

Equity

 

 

Rights included as part of the units(3)

 

     

1,976,562

 

               

Fees to Be

Paid

 

 

Equity

 

 

Shares of Class A common stock underlying rights included as part of the units(3)

 

     

1,976,562

 

 

$10.00

 

 

$19,765,620

 

 

0.0000927

 

 

$1,832.27

 

Fees to Be

Paid

 

 

Equity

 

 

Redeemable warrants included as part of the units(3)

 

     

31,625,000

 

               

Fees to Be

Paid

 

 

Equity

 

 

Shares of common stock underlying warrants included as part of the units.

 

     

31,625,000

 

 

$11.50

 

 

$363,687,500

 

 

0.0000927

 

 

$33,713.84

 

   

Total Offering Amounts

 

     

$699,703,120

 

     

$64,862.49(6)

 

   

Total Fees Previously Paid

 

             

$37,700.86

 

   

Total Fee Offsets

 

               
   

Net Fee Due

 

             

$27,161.62

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Includes 4,125,000 units, consisting of 4,125,000 shares of Class A common stock, 257,812 rights and 4,125,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over- allotments, if any.

(3)

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4)

Maximum number of shares of Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriter described above.

(5)

No fee pursuant to Rule 457(g) under the Securities Act.

(6)

$37,700.86 of such amount has been previously paid.

 

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