S-4 S-4 EX-FILING FEES 0002136853 MN8 Energy Holdings LLC N/A N/A 0002136853 2026-08-07 2026-08-07 0002136853 1 2026-08-07 2026-08-07 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

MN8 Energy Holdings LLC

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

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 1 Equity Common Units Other 374,174,343 $ 71,297.51 0.0001381 $ 9.85
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 71,297.51

$ 9.85

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 9.85

Offering Note

1

Rule 457(f) Fee Calculation Details Represents the estimated maximum number of common units representing limited liability company interests ("Common Units") of MN8 Energy Holdings LLC (the "Registrant") issuable upon the completion of the mergers and other transactions contemplated by the Agreement and Plan of Merger (as may be amended, the "Merger Agreement"), dated as of July 21, 2026, by and among the Registrant, MN8 Energy LLC, Monarch Merger Sub, LLC and Greenbacker Renewable Energy Company LLC ("Greenbacker") and is based upon the conversion of 213,892,524 shares of Greenbacker, par value $0.001, to Common Units of the Registrant equal to the Per Share Consideration divided by the Common Unit Value, estimated to be issued and outstanding immediately prior to the Effective Time (as such terms are defined in the Merger Agreement). The number of Common Units that may be issued based on the Merger Agreement may differ from the foregoing estimates. The actual value of the consideration and number of Common Units to be issued may differ from the foregoing, since the actual value and number of Common Units to be issued as merger consideration will not be determined until the closing date. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-4 also covers an indeterminate number of additional Common Units of the Registrant as may be issuable as a result of stock splits, stock dividends or similar transactions. Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act, and calculated pursuant to Rule 457(f)(2) under the Securities Act. Greenbacker is a private company, no market exists for its securities, and Greenbacker has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price is calculated based on an aggregate offering amount equal to one-third of the aggregate par value of shares of Greenbacker that will be exchanged in the merger.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
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
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date