Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Brilliant Earth Group, 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 |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate(4) |
Amount of Registration Fee(4) | |||||||||
| Fees to Be Paid (Primary) | Equity | Class A Common Stock, $0.0001 par value per share |
||||||||||||||
| Equity | Preferred Stock, $0.0001 par value per share |
|||||||||||||||
| Debt | Debt Securities | |||||||||||||||
| Other | Warrants | |||||||||||||||
| Other | Purchase Contracts | |||||||||||||||
| Other | Units | |||||||||||||||
| Unallocated (Universal) Shelf |
457(o) | (1)(2) | (3) | $200,000,000 | $110.20 per $1,000,000 |
$22,040.00(4) | ||||||||||
| Fees to Be Paid (Secondary) | Equity | Class A Common Stock, $0.0001 par value per share |
457(c) | 44,444,035 | $5.68(5) | $252,442,119 | $110.20 per $1,000,000 |
$27,819.12(6) | ||||||||
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||
| Carry Forward Securities | ||||||||||||||||
| Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | |||||||||||
| Total Offering Amounts | $452,442,119 | $49,859.12 | ||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||
| Total Fee Offsets | — | |||||||||||||||
| Net Fee Due | $49,859.12 | |||||||||||||||
| (1) | An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Class A common stock is being registered as may be issued from time to time upon conversion of any debt securities that are convertible into Class A common stock or pursuant to any anti-dilution adjustments with respect to any such convertible debt securities. |
| (2) | Includes rights to acquire Class A common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee. No separate consideration will be received for shares of Class A common stock that are issued upon conversion of debt securities or preferred stock or upon exercise of Class A common stock warrants registered hereunder. The aggregate maximum offering price of all securities issued pursuant to this registration statement will not exceed $200,000,000. |
| (4) | With respect to the primary offering, the registration fee has been calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. |
| (5) | Includes shares of Class A common stock issuable upon the exchange of common units of Brilliant Earth Group, LLC for an equivalent number of shares of Class A common stock (and the cancellation of shares of Class B common stock, Class C common stock or Class D common stock, as applicable, on a one-for-one basis with the number of common units so exchanged). |
| (6) | With respect to the secondary offering, the registration fee has been calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average high and low prices reported for the registrant’s Class A common stock on September 30, 2022. |
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