Calculation of Filing Fee Tables
Form S-3
(Form Type)
BOWMAN CONSULTING GROUP LTD.
(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 | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Form | 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, $0.01 par value per share | 457(c) | 340,000(1) | $29.50(2) | $10,030,000(2) | 0.00014760 | $1,480.43 | ||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
| Total Offering Amounts | $10,030,000 | |||||||||||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||||||||||
| Total Fee Offsets | $1,469.39 | |||||||||||||||||||||||
| Net Fee Due | $11.04 | |||||||||||||||||||||||
| 1) | Shares of common stock will be offered for resale by the selling stockholders pursuant to the prospectus contained in the registration statement to which this exhibit is attached. The registration statement registers the resale of an aggregate of 340,000 shares of the registrant’s common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares of common stock being registered hereunder include an indeterminable number of additional shares of common stock that may be issuable as a result of stock splits, stock dividends or similar transactions. |
| 2) | This estimate is made pursuant to Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The proposed maximum offering price per share and maximum aggregate offering price are based upon the average of the high and low sales prices of the registrant’s common stock on November 22, 2023, as reported on The Nasdaq Capital Market. |
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||
| Rule 457(p) | ||||||||||||||||||||||
| Fee Offset Claims | Bowman Consulting Group Ltd. | S-3/A | 333-272019 | November 17, 2023 | $1,469.39 | Equity | Common Stock, $0.01 par value per share | Common Stock, $0.01 par value per share | $1,469.39 | |||||||||||||
| Fee Offset Sources | Bowman Consulting Group Ltd. | S-3/A | 333-272019 | November 17, 2023 | $1,469.39(3) | |||||||||||||||||
| 3) | Pursuant to Rule 457(p) under the Securities Act, the registration fee for this registration statement of $1,480.43 is being partially offset by the previously paid registration fee in connection with Amendment No. 1 to the registration statement on Form S-3 (File no. 333-272019) (the “Amendment”), which Amendment was withdrawn on November 29, 2023. |
Table 3: Combined Prospectuses
| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date | ||||||
| Equity | Common Stock, $0.01 par value per share(4) | (5) | (6) | S-3 | 333-272019 | May 25, 2023 | ||||||
| Equity | Preferred Stock, $0.01 par value per share(4) | (5) | (6) | S-3 | 333-272019 | May 25, 2023 | ||||||
| Debt | Debt Securities(4) | (5) | (6) | S-3 | 333-272019 | May 25, 2023 | ||||||
| Other | Warrants(4) | (5) | (6) | S-3 | 333-272019 | May 25, 2023 | ||||||
| Other | Rights(4) | (5) | (6) | S-3 | 333-272019 | May 25, 2023 | ||||||
| Other | Units(4) | (5) | (6) | S-3 | 333-272019 | May 25, 2023 | ||||||
Unallocated (Universal) Shelf | — | (5) | (6) | S-3 | 333-272019 | May 25, 2023 | ||||||
| 4) | No registration fee is payable in connection with up to $100,000,000 of an indeterminate amount of common stock, preferred stock, debt securities, warrants, rights and/or units that were previously registered under Form S–3 (File No. 333-272019), filed with the SEC on May 17, 2023 and subsequently declared effective (the “Prior Registration Statement”) and remain unsold, because such securities are being transferred from the Prior Registration Statement pursuant to Rule 429 under the Securities Act. See “Statement Pursuant to Rule 429” in this registration statement. |
| 5) | There was also previously registered under the Prior Registration Statement, such indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered thereby, or (ii) shares of preferred stock, common stock, debt securities or units as may be issued upon exercise of warrants or rights registered thereby, as the case may be. Any securities registered thereunder may be sold separately or as units with the other securities registered thereunder. The securities registered thereunder also include an indeterminate number of securities as may be issued pursuant to anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act, there were also registered an indeterminable number of additional securities that may be issuable with respect to the securities being issued under the Prior Registration Statement as a result of stock splits, stock dividends or similar transactions, all of which securities are included in this registration statement. Pursuant to Rule 429(b) under the Securities Act, this registration statement, upon effectiveness, will constitute a post-effective amendment to the Prior Registration Statement, which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of the Securities Act. If securities previously registered under the Prior Registration Statement are offered and sold before the effective date of this registration statement, the amount of previously registered securities so sold will not be included in the prospectus hereunder. |
| 6) | The proposed maximum per security and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered and is not specified as to each class of security. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units. |
