Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

Rigetti Computing, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

 

 

 

 

Security
Type

 

 

 

Security Class
 Title(1)

 

 

Fee
Calculation
or Carry
Forward
Rule(3)

 

 

 

Amount
Registered(2)

 

 

Proposed
Maximum
Offering Price
Per Unit

 

 

Maximum
Aggregate
Offering Price

 

 

 

Fee
Rate

 

 

 

Amount of
Registration
Fee(1)(3)

 

 

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, $0.0001 par value per share Rule 456(b) and Rule 457(r) - - - - -        
  Equity Preferred Stock, $0.0001 par value per share Rule 456(b) and Rule 457(r) - - - - -        
  Other Warrants(4) Rule 456(b) and Rule 457(r) - - - - -        
  Debt Debt Securities(5) Rule 456(b) and Rule 457(r) - - - - -        

Fees

Previously Paid

 - - - - - -   -        
Carry Forward Securities

Carry

Forward Securities

 - - - -   -   - - - - -
  Total Offering Amounts   -   -        
  Total Fees Previously Paid       -        
  Total Fee Offsets       $7,380 (6)        
  Net Fee Due       -        

 

Table 2: Fee Offset Claims and Sources

 

  Registrant or
Filer Name		 Form or
Filing Type		 File Number Initial Filing
Date		 Filing Date Fee Offset
Claimed

 

 

 

Security Type
Associated with
Fee Offset
Claimed

 

 

 

Security Title
Associated with
Fee Offset
Claimed

 

 

Unsold
Securities
Associated
with Fee
Offset
Claimed

 

Unsold
Aggregate
Offering Amount
Associated with
Fee Offset
Claimed

 

 

Fee Paid
With Fee
Offset
Source

Rule 457(p)
Fees Offset Claims Rigetti Computing, Inc. S-3 333-275988 12/11/2023   $7,380 (6) Unallocated (Universal) Shelf (6) (6) $50,000,000  
Fees Offset Sources Rigetti Computing, Inc. S-3 333-275988   12/11/2023           $7,380(6)

 

(1)The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.

 

(2)The amount to be registered consists of an indeterminate amount of the securities of each identified class as may from time to time be offered at indeterminate prices. This registration statement also covers an indeterminate amount of the identified classes of securities as may be issued upon conversion of, or in exchange for, or upon exercise of, or pursuant to, convertible or exchangeable securities that provide for exercise or conversion into or purchase of such securities of the registrant. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. No separate consideration will be received for guarantees of debt securities registered hereunder.

 

 

 

 

(3)In accordance with Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fees. Registration fees will be paid subsequently on a on a “pay as you go” basis and will utilize the offset pursuant to Rule 457(p) as described in footnote 6. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment.

 

(4)The warrants covered by this registration statement may be warrants for common stock, preferred stock or debt securities.

 

(5)This registration statement covers senior and subordinated debt securities of the registrant.

 

(6)The registrant previously registered an indeterminate amount of securities having an aggregate offering price of up to $250,000,000 pursuant to a Registration Statement on Form S-3 No. 333-275988, filed on December 11, 2023 and declared effective on December 19, 2023 (the “2023 Registration Statement”), and paid a total registration fee of $36,900 on the registration of $250,000,000 newly registered securities thereunder. The Registrant sold an aggregate of $200,000,000 of such securities under the 2023 Registration Statement, leaving the balance of $50,000,000 (the “2023 Unsold Securities”), representing $7,380 in registration fees, of such 2023 Unsold Securities under the 2023 Registration Statement. Pursuant to Rule 457(p) under the Securities Act, such unutilized filing fees may be applied to the filing fees payable pursuant to this Registration Statement. The offering of such 2023 Unsold Securities from the 2023 Registration Statement has been terminated.