Exhibit 107

Calculation of Filing Fee Table

S-1

(Form Type)

Grove Collaborative 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

(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    Class A
common
stock,
par
value
$0.0001
per
share(1)		    Rule 457(c)    14,750,000    $11.50(2)    $169,625,000.00(2)    .0000927    $15,724.24(2)    —    —    —    —
Fees to Be Paid    Equity    Class A
common
stock,
par
value
$0.0001
per
share(3)		    Rule 457(c)    101,635,900    $5.19(4)    $527,490,321.00(4)    .0000927    $48,898.35(4)    —    —    —    —
Fees to Be Paid    Other    Warrants
to
purchase
Class A
common
stock(5)		    Rule 457(c)    6,700,000    —    —    —    —    —    —    —    —
Carry Forward Securities
Carry Forward Securities                                                            
     Total Offering Amounts         $697,115,321.00         $64,622.59                    
     Total Fees Previously Paid                   —                    
     Total Fee Offsets                   —                    
     Net Fee Due                   $64,622.59                    

 

(1)

Consists of: (i) 8,050,000 shares of Class A common stock that may be issued upon exercise of the outstanding warrants issued in connection with the registrant’s initial public offering (the “Public Warrants”); and (ii) 6,700,000 shares of Class A common stock that may be issued upon exercise of the outstanding warrants issued in a private placement concurrently with the registrant’s initial public offering (the “Private Placement Warrants” and, collectively with the Public Warrants, the “Warrants”) following the public resale of the Private Placement Warrants. The aggregate number of shares of Class A common stock shall be adjusted to include any additional shares of Class A common stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction in accordance with the terms of the Warrants.

(2)

Based upon the $11.50 exercise price per share of Class A common stock issuable upon exercise of the Warrants.

(3)

Consists of the following shares of Class A common stock registered for resale by the selling holders named in this registration statement (the “Selling Holders”): (i) 6,700,000 shares of Class A common stock underlying the Private Placement Warrants; (ii) 10,062,500 Founder Shares; (iii) 8,607,500 PIPE Shares; (iv) 4,421,524 Backstop Shares; (v) 3,875,028 shares of Class A Common Stock that may be obtained upon the exercise of the Backstop Warrants, (vi) 756,370 shares of Class A Common Stock held by certain Selling Holders and (vii) 67,212,978 shares of Class A Common Stock issuable upon conversion (on a one-for-one basis) of shares of our Class B common stock held by certain Selling Holders (including shares of Class A common stock that may be obtained upon the exercise of warrants to purchase shares of Class B common stock and subsequent conversion of those shares). The aggregate number of shares of Class A common stock shall be adjusted to include any additional shares of Class A common stock that may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(4)

Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A Common Stock of Grove Collaborative Holdings, Inc. on the New York Stock Exchange on July 15, 2022 ($5.19 per share of Class A Common Stock). This calculation is in accordance with Rule 457(c) of the Securities Act of 1933, as amended (the “Securities Act”).

(5)

Consists of the 6,700,000 outstanding Private Placement Warrants.

(6)

Pursuant to Rule 416(a) of the Securities Act, there are also being registered an indeterminable number of additional securities as may become issuable as a result of any stock dividend, stock split, recapitalization or other similar transaction.