Exhibit 107

Calculation of Filing Fee Table

S-4

(Form Type)

VIRGIN GROUP ACQUISITION CORP. II*

(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

(6)

    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    Equity    New
Grove
Class B
Common
Stock(1)		    Rules 457(c)
and
457(f)(1)		    1,182,100    $9.89(7)    $11,690,969.00    .0000927    $1,083.75(11)    —    —    —    —
Fees Previously Paid    Equity    New
Grove
Class A
Common
Stock(2)		    Rules 457(c)
and
457(f)(1)		    1,182,100    —    —    —    —    —    —    —    —
Fees Previously Paid    Equity    Class A
Common
Stock(3)		    Rules 457(c)
and
457(f)(1)		    50,312,500    $9.88(8)    $497,087,500.00    .0000927    $46,080.01(11)    —    —    —    —
Fees Previously Paid    Equity    Warrants
to
purchase
Class A
Common
Stock(4)		    Rules 457(c)
and
457(f)(1)		    14,750,000    $0.74(9)    $10,915,000.00    .0000927    $1,011.82(11)    —    —    —    —
Fees Previously Paid    Equity    New
Grove
Class A
Common
Stock(5)		    Rules 457(c)
and
457(f)(1)		    14,750,000    $11.50(10)    $169,625,000.00    .0000927    $15,724.24(11)    —    —    —    —
Fees Previously Paid    Equity    New
Grove
Class B
Common
Stock(1)		    Rules 457(c)
and
457(f)(1)		    174,073,129    $9.88(8)    $1,719,842,514.52    .0000927    $159,429.40(11)    —    —    —    —
Fees Previously Paid    Equity    New
Grove
Class A
Common
Stock(2)		    Rules 457(c)
and
457(f)(1)		    174,073,129    —    —    —    —    —    —    —    —
Carry Forward Securities
Carry Forward Securities                                                            
     Total Offering Amounts         $2,409,160,983.52         $223,329.22                    
     Total Fees Previously Paid                   $222,245.47                    
     Total Fee Offsets                   —                    
     Net Fee Due                   $1,083.75                    

 

(1)

Based on the maximum number of shares of Class B common stock, par value $0.0001 per share, of New Grove (the “New Grove Class B Common Stock”) to be issued in connection with the business combination described herein (the “Business Combination”), excluding any such shares of New Grove Class B Common Stock to be issued in exchange for the Backstop Tranche 1 Shares (as defined below). This number includes (a) shares of New Grove Class B Common Stock to be issued in connection with the Initial Merger (as defined below), excluding any such shares of New Grove Class B Common Stock to be issued in exchange for the Backstop Tranche 1 Shares (as defined below), (b) the product of (i) shares of Grove Collaborative capital stock reserved for issuance as of March 29, 2022 under Grove’s 2016 Equity Incentive Plan (as defined below) and that may be issued after such date pursuant to the terms of the Merger Agreement (as defined below) and (ii) the Exchange Ratio (as defined below), and (c) the product of (i) shares of Grove Collaborative capital stock that may be reserved for issuance under Grove’s 2016 Equity Incentive Plan and that may be issued after such date pursuant to the terms of the Merger Agreement and (ii) the Exchange Ratio.

(2)

Represents shares of New Grove Class A Common Stock issuable upon conversion (on a one-for-one basis) of shares of New Grove Class B Common Stock to be issued in connection with the Business Combination, excluding any such shares of New Grove Class B Common Stock to be issued in exchange for the Backstop Tranche 1 Shares (as defined below).

(3)

Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of New Grove (as defined below) (the “New Grove Class A Common Stock”) to be issued in connection with the Domestication (as defined below). This number is based on shares of New Grove Class A Common Stock to be issued in respect of (A) 40,250,000 Class A ordinary shares underlying units issued in VGAC II’s initial public offering and (B) 10,062,500 Class B ordinary shares held by VG Acquisition Sponsor II LLC.

(4)

The number of warrants to acquire shares of New Grove Class A Common Stock being registered represents (i) 8,050,000 warrants to purchase Class A ordinary shares underlying units issued in VGAC II’s initial public offering (“public warrants”) and (ii) 6,700,000 warrants to purchase Class A ordinary shares issued to VG Acquisition Sponsor II LLC in a private placement simultaneously with the closing of VGAC II’s initial public offering (“private placement warrants” and, together with the public warrants, the “warrants”). The warrants will convert into warrants to acquire shares of New Grove Class A Common Stock in the Domestication (as defined below).

(5)

The number of shares of New Grove Class A Common Stock to be issued upon the exercise of (i) 8,050,000 public warrants and (ii) 6,700,000 private warrants.

(6)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.

(7)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of VGAC II on the New York Stock Exchange (“NYSE”) on May 6, 2022 ($9.89 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(8)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of VGAC II on the New York Stock Exchange on January 12, 2022 ($9.88 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(9)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the VGAC II public warrants on the NYSE on January 13, 2022 ($0.74 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act.

(10)

Represents the exercise price of the public warrants and private warrants.

(11)

Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $92.70 per $1,000,000 of the proposed maximum aggregate offering price.

 

*

At least one day prior to the consummation of the Business Combination, Virgin Group Acquisition Corp. II, a Cayman Islands exempted company (“VGAC II”), intends to effect a deregistration and a transfer by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the Delaware General Corporation Law, pursuant to which VGAC II’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Grove Collaborative Holdings, Inc.” upon the consummation of the Domestication. As used herein, “New Grove” refers to VGAC II after giving effect to the Domestication.