rwod_ex107.htm

EXHIBIT 107

Form S-1

(Form Type)

Redwoods 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 Rule	Amount Registered			Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾			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		Units, each consisting of one ordinary share, $0.0001 par value, one redeemable warrant and one right to receive 1/4 of an ordinary share(3)		Rule 457(a)		8,625,000		$	10.00		$	86,250,000.00			$0.000087		$	7,503.75
		Equity		Ordinary shares included as part of the units⁽³⁾		Rule 457(g)		8,625,000			—			—			$0.000087			—	⁽⁴⁾
		Equity		Redeemable warrants included as part of the units⁽³⁾		Rule 457(g)		8,625,000			—			—			$0.000087			—	⁽⁴⁾
		Equity		Rights included as part of the units⁽³⁾		Rule 457(g)		8,625,000			—			—			$0.000087			—	⁽⁴⁾
Fees to Be Paid		Equity		Ordinary shares underlying the rights included as part of the units(3)		Rule 457(a)		2,156,250		$	10.00		$	21,562,500.00			$0.000087		$	1,875.94
Fees to Be Paid		Equity		Representative shares		Rule 457(a)		129,375		$	10.00		$	1,293,750.00			$0.000087		$	112.56

						Total Offering Amounts							$	109,106,250.00
						Total Amount of Registration Fee													$	9,492.25
						Total Fees Previously Paid
						Total Fee Offsets
						Net Fee Due													$	9,492.25

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.

(2)	Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share capitalizations or similar transactions.

(3)	Includes 1,125,000 units that may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. Such units include 1,125,000 ordinary shares, 1,125,000 redeemable warrants and 1,125,000 rights.

(4)	No fee pursuant to Rule 457(g).