EX-FILING FEES 2 exhibit107-warrantexchange.htm EX-FILING FEES
Exhibit 107
Calculation of Filing Fee Table
Form S-4
(Form Type)
MARKETWISE, 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 | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee
Fees to be paid | Equity | Class A common stock, par value $0.001 per share | Rule 457(f)(1) | 5,963,648(1)(2) | $3.835(3) | $22,870,590.08 | $0.0000927 | $2,120.10
| Equity | Warrants to purchase Class A common stock | Rule 457(g) | 30,979,993(4) | N/A | N/A | N/A | —(5)
Fees previously paid |  |  |  |  | —
| Total Offering Amounts |  |  |  | $2,120.10
| Total Fees Previously Paid |  |  |  | —
| Total Fee Offsets |  |  |  | —
| Net Fee Due |  |  |  | $2,120.10

(1)Represents the maximum number of Class A common stock, par value $0.0001 per share (the “Class A common stock”) of the registrant that may be issued directly to (i) holders of our public warrants and all holders of our private placement warrants who tender their respective warrants pursuant to the Offer (as defined below) and (ii) holders of public warrants and private placement warrants who do not tender their respective warrants pursuant to the Offer and, pursuant to the Warrant Amendment (as defined below), if approved, may receive Class A common stock of the registrant in the event the registrant exercises its right to convert the warrants into Class A common stock.
(2)Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is also registering an indeterminate number of additional shares of Class A common stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction).
(3)Estimated pursuant to Rule 457(f) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price is $3.835 per share, which is the average of the high and low prices of the Class A Common Stock on The Nasdaq Global Market on August 12, 2022.
(4)Represents the maximum number of warrants that may be amended pursuant to the Warrant Amendment.
(5)No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act.