Exhibit 107

Calculation of Filing Fee Table

FORM S-1

(Form Type)

Bridger Aerospace Group Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered and Carry Forward Securities

 

                 
     Security
Type		  

Security

Class

Title

  

Fee

Calculation

or Carry

Forward

Rule

  

Amount

Registered(1)

  

Proposed

Maximum

Offering

Price Per

Unit

    

Maximum

Aggregate

Offering

Price

    

Fee

Rate

    

Amount of

Registration of

Fee

 

Newly Registered Securities

                 

Fees to be

paid

   Equity   Common
Stock		   457(c)   120,277,192(2)     $14.66(3)       $1,763,263,634.72       .00011020     $194,311.65
                 

Fees to be

paid

   Equity   Warrants
to
purchase
common
stock		   457(g)   9,400,000(4)     —       —       —     —(5)
                 

Fees to be

paid

   Equity   Common
stock
issuable
upon
exercise
of
warrants		   457(g)   26,650,000(6)     $14.66(3)       $390,689,000.000       .00011020     $43,053.93
 

Carry Forward Securities

                 

Carry

Forward

Securities

                  
           
    Total Offering Amounts                            $237,365.58
           
    Total Fees Previously Paid          $0
           
    Total Fee Offsets                            $0
           
    Net Fee Due                            $237,365.58

 

(1)

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

(2)

Consisting of (i) 102,322,388 Legacy Bridger Consideration Shares, inclusive of up to 63,240,644 shares of Common Stock that may be issuable upon the conversion of shares of Series A Preferred Stock; (ii) 5,951,615 D&O RSUs Shares; (iii) 2,488,189 Founder Shares; (iv) 115,000 Note Shares; and (v) 9,400,000 PPW Shares.

(3)

Pursuant to Rules 457(c) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is $14.66 (the average of the high and low prices of our Common Stock as reported on Nasdaq on January 27, 2023).

(4)

Represents 9,400,000 Private Placement Warrants issued, all of which warrants were assumed by the Company in connection with the Transactions and converted into warrants to acquire the same number of shares of our Common Stock at the same price and on the same terms set forth in the Warrant Agreement.

(5)

Pursuant to Rule 457(g) promulgated under the Securities Act, the entire registration fee for the Private Placement Warrants is allocated to the shares of Common Stock underlying the Private Placement Warrants, and no separate fee is payable for the Private Placement Warrants.

(6)

Consisting of (i) 17,250,000 Public Warrants issued and (ii) 9,400,000 Private Placement Warrants issued, all of which warrants were assumed by the Company in connection with the Transactions and converted into warrants to acquire the same number of shares of our Common Stock at the same price and on the same terms set forth in the Existing Warrant Agreement.