S-3 S-3 EX-FILING FEES 0001866757 Brilliant Earth Group, Inc. N/A N/A 0.0001531 0.0001531 0.0001531 0.0001531 0.0001531 0.0001531 0001866757 2025-09-08 2025-09-08 0001866757 1 2025-09-08 2025-09-08 0001866757 2 2025-09-08 2025-09-08 0001866757 3 2025-09-08 2025-09-08 0001866757 4 2025-09-08 2025-09-08 0001866757 5 2025-09-08 2025-09-08 0001866757 6 2025-09-08 2025-09-08 0001866757 7 2025-09-08 2025-09-08 0001866757 8 2025-09-08 2025-09-08 0001866757 9 2025-09-08 2025-09-08 0001866757 10 2025-09-08 2025-09-08 0001866757 11 2025-09-08 2025-09-08 0001866757 12 2025-09-08 2025-09-08 0001866757 13 2025-09-08 2025-09-08 0001866757 14 2025-09-08 2025-09-08 0001866757 15 2025-09-08 2025-09-08 0001866757 16 2025-09-08 2025-09-08 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

Brilliant Earth Group, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

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
Equity Class A Common Stock, $0.0001 par value per share 457(o)
Equity Preferred Stock, $0.0001 par value per share 457(o)
Debt Debt Securities 457(o)
Other Warrants 457(o)
Other Purchase Contracts 457(o)
Other Units 457(o)
Fees to be Paid Unallocated (Universal) Shelf 457(o) $ 0.00 0.0001531 $ 0.00
Fees to be Paid 1 Equity Class A Common Stock, $0.0001 par value per share Other 12,950,432 $ 2.80 $ 36,261,209.60 0.0001531 $ 5,551.59
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities Equity Class A Common Stock, $0.0001 par value per share 415(a)(6) S-3 333-267784 10/19/2022
Carry Forward Securities Equity Preferred Stock, $0.0001 par value per share 415(a)(6) S-3 333-267784 10/19/2022
Carry Forward Securities Debt Debt Securities 415(a)(6) S-3 333-267784 10/19/2022
Carry Forward Securities Other Warrants 415(a)(6) S-3 333-267784 10/19/2022
Carry Forward Securities Other Purchase Contracts 415(a)(6) S-3 333-267784 10/19/2022
Carry Forward Securities Other Units 415(a)(6) S-3 333-267784 10/19/2022
Carry Forward Securities 2 Unallocated (Universal) Shelf 415(a)(6) $ 200,000,000.00 S-3 333-267784 10/19/2022 $ 22,040.00
Carry Forward Securities 3 Equity Class A Common Stock, $0.0001 par value per share 415(a)(6) $ 252,442,119.00 S-3 333-267784 10/19/2022 $ 27,819.12

Total Offering Amounts:

$ 488,703,328.60

$ 5,551.59

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 5,551.59

Offering Note

1

1a. 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). 1b. 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 2, 2025.

2

2a. 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. 2b. 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. 2c. 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. 2d. The Registrant previously filed a Registration Statement on Form S-3 (File No. 333-267784), initially filed with the Securities and Exchange Commission on October 17, 2022, and declared effective on October 19, 2022 (as amended, the "Prior Registration Statement"), that registered $200,000,000 of securities to be offered by the Registrant from time to time and $252,442,119 of securities to be offered by the selling securityholders from time to time. Pursuant to Rule 415(a)(6) under the Securities Act, this Registration Statement includes $488,703,328.6 of unsold securities (the "Unsold Securities"), that were previously registered on the Prior Registration Statement. In connection with the registration of the Unsold Securities on the Prior Registration Statement, the Registrant paid a filing fee of $49,859.12 (calculated at the filing fee rate in effect at the time of the filing of the Prior Registration Statement). The Registrant is not required to pay any additional fee with respect to the Unsold Securities being included in this Registration Statement in reliance on Rule 415(a)(6), because such Unsold Securities (and associated fees) are being moved from the Prior Registration Statement to this Registration Statement. Accordingly, the Amount of Registration Fee in the table above reflects only the registration fee attributable to the $36,261,209.60 of new securities registered on this Registration Statement. The registration fee previously paid by the Registrant relating to the Unsold Securities included on this Registration Statement will continue to be applied to such Unsold Securities. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the Registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the Registrant sells any such Unsold Securities pursuant to the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of Unsold Securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6). Pursuant to Rule 415(a)(6), the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.

3

See Note 2b See Note 2d.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
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
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Table 3: Combined Prospectuses ☑Not Applicable

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

N/A N/A N/A N/A N/A N/A N/A N/A