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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
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  

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.