Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

F45 Training Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

     Security
Type
 

Security

Class

Title

  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered(1)
  Proposed
Maximum
Offering
price Per
Unit(2)
 

Maximum
Aggregate
Offering

Price

 

Fee

Rate

  Amount of
Registration
Fee

Fees to be Paid

  Equity   Common stock, par value $0.01 per share   457(a) and 457(c)   50,072,078   $2.575   $128,935,601   0.0000927   $11,953

Fees Previously Paid

                               
    Total Offering Amounts        $128,935,601       $11,953
    Total Fees Previously Paid                $0
    Total Fee Offsets                $0
    Net Fee Due                $11,953

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder, as a result of stock splits, stock dividends or other similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of a share of common stock on the New York Stock Exchange on September 14, 2022, which was $2.575.