EXHIBIT 107

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

BigBear.ai Holdings, Inc.

(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(1)		   Proposed
Maximum
Offering
Price Per
Unit(2)		   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   Equity  

Common stock, par value $0.0001 per share, reserved for issuance pursuant to the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan

 

  

Other(2)

 

  

132,000,000(3)

 

  

$8.24

 

  

$1,087,680,000

 

  

0.0000927

 

  

$100,827.94

 

                
Fees to Be Paid  

Equity

 

  

Common stock, par value $0.0001 per share, reserved for issuance pursuant to the BigBear.ai Holdings, Inc. 2021 Employee Stock Purchase Plan

 

  

Other(2)

 

  

20,000,000(4)

 

  

$8.24

 

  

$164,800,000

 

  

0.0000927

 

  

$15,276.96

 

                
Fees Previously Paid                               —                

Carry Forward Securities

 

Carry Forward Securities

 

                                                
   

Total Offering Amounts

 

              

$116,104.90

 

                
   

Total Fees Previously Paid

 

                                
   

Total Fee Offsets

 

              

—

 

                
   

Net Fee Due

 

              

$116,104.90

 

                

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of our outstanding Common Stock.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of $8.24, the average of the high and low price of the registrant’s common stock on March 31, 2022, as reported on the New York Stock Exchange.

(3)

Represents shares of common stock issuable pursuant to the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”) being registered herein, which shares consist of shares of common stock reserved and available for delivery with respect to awards under the Plan, shares of common stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.

(4)

Represents shares of common stock issuable pursuant to the BigBear.ai Holdings, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) being registered herein, which shares consist of shares of common stock reserved and available for delivery with respect to awards under the ESPP, shares of common stock that may again become available for delivery with respect to awards under the ESPP pursuant to the share counting, share recycling and other terms and conditions of the ESPP.