الإحصائيات الأساسية
| LEI | 254900H5C60Y146YOH74 |
| CIK | 1888654 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to 5E Advanced Materials, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| August 25, 2025 |
FORM 8-K Item 8.01 Other Events. Item 9.01 Financial Statements and Exhibits. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 25, 2025 |
Exhibit 1.1 2,374,481 SHARES of Common Stock 5E advanced materials, inc. UNDERWRITING AGREEMENT August 21, 2025 Konik Capital Partners, LLC 7 World Trade Center, 46th Floor New York, NY 10007 As the Representative of the Several underwriters, if any, named in Schedule I hereto Ladies and Gentlemen: The undersigned, 5E Advanced Materials, Inc., a company incorporated under the laws of Delaware (the |
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| August 25, 2025 |
2,374,481 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-276162 PROSPECTUS SUPPLEMENT (To Prospectus dated February 27, 2024) 2,374,481 Shares of Common Stock We are offering 2,374,481 shares of our common stock, par value $0.01 per share (“common stock”). The public offering price for each share is $3.50. Our common stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “FEA |
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| August 21, 2025 |
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED AUGUST 21, 2025 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 19, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-276162 SUPPLEMENT NO. 1 TO PROSPECTUS SUPPLEMENT DATED MARCH 28, 2024 (To prospectus supplement dated March 28, 2024 and prospectus dated February 27, 2024) 5E Advanced Materials, Inc. This Supplement No. 1 to Prospectus Supplement (this “Supplement No. 1”) amends and supplements the information in the prospectus supplement (the “ATM Prospectus |
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| August 7, 2025 |
Figure 3.1: General location map EX-96.1 Exhibit 96.1 Preliminary Feasibility Study & Technical Report Summary 5E Advanced Materials Fort Cady Project Report Date August 7, 2025 Report Effective Date August 4, 2025 Signature Page List of Qualified Persons Section(s) Date Alan E. White, P. E., Miocene, Inc. 12, 13 and 18 (18.1.5 through 18.1.8) August 7, 2025 /s/ Alan E. White Kevin R. Martina, P.Eng., Fluor Corporation 10, 14 and |
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| August 7, 2025 |
EX-99.1 Exhibit 99.1 5E Advanced Materials Publishes Fort Cady Project SK-1300 Pre-Feasibility Technical Report with a US$724.8M Pre-Tax NPV7, 19.2% IRR, Initial 39.5-Year Mine Life Technical Report Underscores Large, Multi-generational High-Grade Colemanite Deposit to Support Domestic Supply of Boron Amid Growing Demand HESPERIA, CA / ACCESS Newswire / August 7, 2025 / 5E Advanced Materials, Inc. |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 07, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commis |
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| June 4, 2025 |
Up to 2,021,751 Shares of Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-287557 PROSPECTUS Up to 2,021,751 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the Selling Stockholders named in this prospectus of up to 2,021,751 shares (the “Shares”) of common stock, par value $0.01 per share, of 5E Advanced Materials, Inc. (the “Company”). The Shares were ini |
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| May 30, 2025 |
May 30, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| May 23, 2025 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc. |
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| May 23, 2025 |
In connection with the Registration Statement on Form EX-23.8 Exhibit 23.8 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| May 23, 2025 |
As filed with the Securities and Exchange Commission on May 23, 2025 Table of Contents As filed with the Securities and Exchange Commission on May 23, 2025 Registration No. |
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| May 23, 2025 |
CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC EX-23.7 Exhibit 23.7 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission (“SEC”) Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. (the “Company”) dated May 23, 2025 (the “Form S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the Form S-3 consents to: (i) The filing a |
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| May 15, 2025 |
Subscription Agreement with 5E Capital II, LLC, dated May 12, 2025. Exhibit 10.9 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of May 12, 2025, is made by and among 5E Advanced Materials, Inc., a company incorporated under the laws of the State of Delaware (the “Company”) and 5E Capital II, LLC, an Ohio limited liability company (“Subscriber”). WHEREAS, Subscriber desires to invest in Common Stock of the Company through this Agreem |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41279 5E ADVANC |
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| May 15, 2025 |
Malm Employment Agreement, dated May 15, 2025. Exhibit 10.11 Employment Agreement This Employment Agreement (the “Agreement”) is made and entered into as of May 15, 2025, by and between Joshua Kiel Malm (the “Executive”) and 5E Advanced Materials, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to be employed by t |
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| May 15, 2025 |
Non-Executive Director Appointment Letter, Curtis L. Hebert, Jr., dated March 6, 2025. Exhibit 10.8 March 5, 2025 Curt Hébert, Jr. Dear Mr. Hébert, DIRECTOR SERVICES APPOINTMENT AS A NON-EXECUTIVE DIRECTOR OF 5E ADVANCED MATERIALS, INC. We are pleased and welcome your acceptance to be appointed as a Non-Executive Director (“NED”) of 5E Advanced Materials, Inc. (the “Company”), a company incorporated under the laws of the State of Delaware. The following letter seeks to illustrate th |
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| May 15, 2025 |
Subscription Agreement with Lazarus Securities Pty Ltd, dated May 13, 2025. Exhibit 10.10 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of May 13, 2025, is made by and among 5E Advanced Materials, Inc., a company incorporated under the laws of the State of Delaware (the “Company”) and LAZARUS SECURITIES PTY LTD, an Australian Company (“Subscriber”). WHEREAS, Subscriber desires to invest in Common Stock of the Company through this Agreement |
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| March 27, 2025 |
Up to 20,627,389 Shares of Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-285880 PROSPECTUS Up to 20,627,389 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the Selling Stockholders named in this prospectus of up to 20,627,389 shares (the “Resale Shares”) of common stock, par value $0.01 per share, of 5E Advanced Materials, Inc. (the “Company”) consisting |
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| March 24, 2025 |
March 24, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| March 18, 2025 |
Consent of Escalante Geological Services LLC Exhibit 23.7 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission (“SEC”) Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-8 of 5E Advanced Materials, Inc. (the “Company”) dated March 18, 2025 (the "Form S-8") Escalante Geological Services LLC (“Escalante”), in connection with the Form S-8 consents to: (i) The filing and/or |
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| March 18, 2025 |
Consent of Paul Weibel, CPA, 5E Advanced Materials, Inc. Exhibit 23.8 In connection with the Registration Statement on Form S-8 (the “Form S-8”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Report (Febr |
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| March 18, 2025 |
Consent of Escalante Geological Services LLC EX-23.7 Exhibit 23.7 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission (“SEC”) Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. (the “Company”) dated March 18, 2025 (the “Form S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the Form S-3 consents to: (i) The filing |
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| March 18, 2025 |
As filed with the Securities and Exchange Commission on March 18, 2025 S-3 Table of Contents As filed with the Securities and Exchange Commission on March 18, 2025 Registration No. |
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| March 18, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc. |
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| March 18, 2025 |
Consent of Paul Weibel, CPA, 5E Advanced Materials, Inc. EX-23.8 Exhibit 23.8 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| March 18, 2025 |
As filed with the Securities and Exchange Commission on March 18, 2025 As filed with the Securities and Exchange Commission on March 18, 2025 Registration No. |
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| March 18, 2025 |
Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) 5E ADVANCED MATERIALS, INC. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Plan Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Amended and Restated |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 05, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 04, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 4, 2025 |
Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan. Exhibit 10.1 Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan 1. PURPOSE The Board of Directors (the “Board”) of 5E Advanced Materials Inc., a Delaware corporation (the “Company”), has adopted this Amended and Restated 2022 Equity Compensation Plan (the “Plan”) to promote the financial interests of the Company by providing a means by which current and prospective dire |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| February 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| February 18, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 5E ADVANCED MATERIALS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware 5E Advanced Materials, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: 1. T |
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| February 13, 2025 |
Non-Employee Director Compensation Policy. Exhibit 10.8 5E Advanced Materials, Inc. Non-Employee Director Compensation Policy Non-employee members of the board of directors (the “Board”) of 5E Advanced Materials, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41279 5E ADV |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ for Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Us |
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| January 24, 2025 |
Amendment to the 5E Advanced Materials, Inc. 2022 Equity Compensation Plan. Exhibit 10.1 AMENDMENT TO THE 2022 EQUITY COMPENSATION PLAN This Amendment (the “Plan Amendment”) to the 5E Advanced Materials, Inc. Equity Compensation Plan (the “Incentive Plan”), is made effective as of the 31st day of October, 2024 (the “Amendment Effective Date”), by 5E Advanced Materials, Inc., a Delaware corporation (the “Company”). 1. Section 3(a). Section 3(a) of the Incentive Plan is her |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 (January 21, 2025) 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Othe |
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| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 21, 2025 |
Amendment to the 5E Advanced Materials, Inc. 2022 Equity Compensation Plan. Exhibit 10.1 5E Advanced Materials, Inc. Non-Employee Director Compensation Policy Non-employee members of the board of directors (the “Board”) of 5E Advanced Materials, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as |
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| January 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| January 14, 2025 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| January 14, 2025 |
Fourth Amended and Restated Investor and Registration Rights Agreement, dated January 14, 2025. Exhibit 10.5 FOURTH Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT THIS FOURTH amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of January 14, 2025 (this “Agreement”), has been entered into by and among 5E ADVANCED MATERIALS, INC., a Delaware corporation (the “Company”) and the undersigned holders of Registrable Securities (as defined below). BACKGROUND In |
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| January 14, 2025 |
Exhibit 10.6 AMENDMENT NO. 4 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 4 dated as of January 14, 2025 (this “Amendment”) to the Amended and Restated Note Purchase Agreement dated as of January 18, 2024 (as amended by Amendment No. 1 to the Amended and Restated Note Purchase Agreement, dated as of April 28, 2024, as amended by Amendment No. 2 to the Amended and Restated |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 14, 2025 |
Exhibit 10.2 Exchange Agreement dated as of January 14, 2025 by and among 5E Advanced Materials, Inc. BEP SPECIAL SITUATIONS IV LLC ASCEND GLOBAL INVESTMENT FUND SPC and MERIDIAN INVESTMENTS CORPORATION TABLE OF CONTENTS Page Article I. Definitions 1 1.1 Definitions 1 Article II. Issue of exchanged shares; CLOSING 5 2.1 Issue of Exchanged Shares 5 2.2 Deliveries 5 2.3 Closing 6 2.4 Closing Conditi |
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| January 14, 2025 |
Securities Subscription Agreement, dated January 14, 2025. Exhibit 10.3 SECURITIES SUBSCRIPTION AGREEMENT THIS SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of January 14, 2025, is made by and among Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend”), Meridian Investments Corporation, a Cayman Islands corporation, BEP Special Situa |
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| January 14, 2025 |
Exhibit 10.3 SECURITIES SUBSCRIPTION AGREEMENT THIS SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of January 14, 2025, is made by and among Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend”), Meridian Investments Corporation, a Cayman Islands corporation, BEP Special Situa |
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| January 14, 2025 |
Press Release, dated January 14, 2025. Exhibit 99.1 5E ADVANCED MATERIALS ANNOUNCES FUNDING PACKAGE AND PROPOSED RESTRUCTURE AND EQUITIZATION OF CONVERTIBLE NOTES Transaction will strengthen the balance sheet and provide a funding package of up to $30 million to progress to the Final Investment Decision (FID) HESPERIA, CA., January 14, 2025 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”) |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 14, 2025 |
Amendment No. 4 to the Amended and Restated Note Purchase Agreement, dated January 14, 2025. Exhibit 10.6 AMENDMENT NO. 4 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 4 dated as of January 14, 2025 (this “Amendment”) to the Amended and Restated Note Purchase Agreement dated as of January 18, 2024 (as amended by Amendment No. 1 to the Amended and Restated Note Purchase Agreement, dated as of April 28, 2024, as amended by Amendment No. 2 to the Amended and Restated |
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| January 14, 2025 |
Exhibit 10.5 FOURTH Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT THIS FOURTH amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of January 14, 2025 (this “Agreement”), has been entered into by and among 5E ADVANCED MATERIALS, INC., a Delaware corporation (the “Company”) and the undersigned holders of Registrable Securities (as defined below). BACKGROUND In |
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| January 14, 2025 |
Exhibit 10.1 this restructuring support agreement and the documents attached hereto collectively describe a proposed RESTRUCTURING for the company parties that would be EFFECTUATED through the out‑of‑court restructuring or, IF THE CONDITIONS THERETO ARE NOT SATISFIED OR WAIVED, through pre-packaged chapter 11 cases in the bankruptcy court, as further described herein. THIS RESTRUCTURING SUPPORT AG |
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| January 14, 2025 |
Exhibit 99.1 5E ADVANCED MATERIALS ANNOUNCES FUNDING PACKAGE AND PROPOSED RESTRUCTURE AND EQUITIZATION OF CONVERTIBLE NOTES Transaction will strengthen the balance sheet and provide a funding package of up to $30 million to progress to the Final Investment Decision (FID) HESPERIA, CA., January 14, 2025 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”) |
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| January 14, 2025 |
Exchange Agreement, dated January 14, 2025. Exhibit 10.2 Exchange Agreement dated as of January 14, 2025 by and among 5E Advanced Materials, Inc. BEP SPECIAL SITUATIONS IV LLC ASCEND GLOBAL INVESTMENT FUND SPC and MERIDIAN INVESTMENTS CORPORATION TABLE OF CONTENTS Page Article I. Definitions 1 1.1 Definitions 1 Article II. Issue of exchanged shares; CLOSING 5 2.1 Issue of Exchanged Shares 5 2.2 Deliveries 5 2.3 Closing 6 2.4 Closing Conditi |
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| January 14, 2025 |
Restructuring Support Agreement, dated January 14, 2025. Exhibit 10.1 this restructuring support agreement and the documents attached hereto collectively describe a proposed RESTRUCTURING for the company parties that would be EFFECTUATED through the out‑of‑court restructuring or, IF THE CONDITIONS THERETO ARE NOT SATISFIED OR WAIVED, through pre-packaged chapter 11 cases in the bankruptcy court, as further described herein. THIS RESTRUCTURING SUPPORT AG |
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| January 14, 2025 |
Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid |
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| December 13, 2024 |
9329 Mariposa Road, Suite 210 Hesperia, California 92344 9329 Mariposa Road, Suite 210 Hesperia, California 92344 December 13, 2024 VIA EDGAR CORRESPONDENCE U. |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 05, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 01, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 21, 2024 |
Exhibit 99.1 5E ADVANCED MATERIALS PROVIDES SHAREHOLDER UPDATE CALL HIGHLIGHTING BY-PRODUCT DECISION AND FIRST COMMERCIAL DELIVERY OF BORIC ACID Company unveils strategic decision to progress forward with calcium chloride as optimal by-product to reduce CAPEX, reports positive operational progress on its small-scale facility production and plant operations, commercial developments, and capital fun |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 21, 2024 |
Reshoring the United States Boron Supply Chain November 21, 2024 : FEAM : 5EA Fiscal 2025: First Quarter Update Call Exhibit 99. |
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| November 14, 2024 |
FEAM / 5E Advanced Materials, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-feam093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 5E ADVANCED MATERIALS, INC. (Name of Issuer) Common stock, $0.01 par value per share (Title of Class of Securities) 33830Q109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check t |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41279 5E AD |
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| November 1, 2024 |
Second Amended and Restated Bylaws of 5E Advanced Materials, Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF 5E ADVANCED MATERIALS, INC. (a Delaware Corporation) As of October 31, 2024 ARTICLE I OFFICES Section 1.01 Registered Office. The registered office of 5E Advanced Materials, Inc. (the “Corporation”) shall be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commi |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide |
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| October 7, 2024 |
Up to 10,666,666 Shares of Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-282325 PROSPECTUS Up to 10,666,666 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the Selling Stockholder named in this prospectus of up to an aggregate of 10,666,666 shares (the “Resale Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of 5E Advanced Materia |
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| October 7, 2024 |
Up to 13,863,162 Shares of Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-282326 PROSPECTUS Up to 13,863,162 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the Selling Stockholders named in this prospectus of up to 13,863,162 shares (the “Resale Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of 5E Advanced Materials, Inc. (the “ |
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| October 3, 2024 |
October 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| October 3, 2024 |
October 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| September 25, 2024 |
Consent of Escalante Geological Services LLC EX-23.7 Exhibit 23.7 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission (“SEC”) Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. (the “Company”) dated September 25, 2024 (the “Form S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the Form S-3 consents to: (i) The fi |
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| September 25, 2024 |
Consent of Paul Weibel, CPA, 5E Advanced Materials, Inc. EX-23.8 Exhibit 23.8 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| September 25, 2024 |
Consent of Paul Weibel, CPA, 5E Advanced Materials, Inc. EX-23.8 Exhibit 23.8 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| September 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc. |
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| September 25, 2024 |
Consent of Escalante Geological Services LLC EX-23.7 Exhibit 23.7 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission (“SEC”) Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. (the “Company”) dated September 25, 2024 (the “Form S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the Form S-3 consents to: (i) The fi |
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| September 25, 2024 |
As filed with the Securities and Exchange Commission on September 25, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on September 25, 2024 Registration No. |
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| September 25, 2024 |
As filed with the Securities and Exchange Commission on September 25, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on September 25, 2024 Registration No. |
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| September 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc. |
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| September 18, 2024 |
SC 13D/A 1 d854356dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 33830Q109 (CUSIP Number) September 16, 2024 (Date of Event Which Requires Filing of this Statement) If the fi |
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| September 18, 2024 |
SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33830Q109 (CUSIP Number) Mulyadi Tjandra 1 Kim Seng Promenade #10-01 East Tower, Great World City Singapore 237994 +65 6737 3023 (Name, Ad |
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| September 16, 2024 |
Amendment No. 3 to the Amended and Restated Note Purchase Agreement, dated September 16, 2024. Exhibit 10.1 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 3 dated as of September 16, 2024 (this “Amendment”) to the Amended and Restated Note Purchase Agreement dated as of January 18, 2024 (as amended by Amendment No. 1 to the Amended and Restated Note Purchase Agreement, dated as of April 28, 2024 and as amended by Amendment No. 2 to the Amended and Res |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Com |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Com |
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| September 16, 2024 |
Third Amended and Restated Investor and Registration Rights Agreement, dated September 16, 2024. Exhibit 10.2 THIRD Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT THIS THIRD amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of September 16, 2024 (this “Agreement”), has been entered into by and among 5E ADVANCED MATERIALS, INC., a Delaware corporation (the “Company”) and the undersigned holders of Registrable Securities (as defined below). BACKGROUND In |
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| September 9, 2024 |
Consent of Paul Weibel, CPA, 5E Advanced Materials, Inc. Exhibit 23.7 In connection with the Annual Report on Form 10-K (the “Form 10-K”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Report (February 20 |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41279 5E ADVANCED MATERIALS, INC. (E |
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| September 9, 2024 |
Independent Contractor Agreement with Malm Consulting LLC, dated September 9, 2024. Exhibit 10.28 5E ADVANCED MATERIALS, INC. INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (“Agreement”), is made and entered into effective as of June 1, 2024 (“Effective Date”), by and between 5E Advanced Materials, Inc. (“Company”) and Malm Consulting LLC (“Contractor”), collectively the “Parties”. The Parties desire to enter into a relationship whereby Contractor will pro |
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| September 9, 2024 |
Exhibit 21.1 Subsidiaries Subsidiary State or Jurisdiction of Incorporation or Organization American Pacific Borates Pty Ltd Australia 5E Boron Americas, LLC Delaware |
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| September 9, 2024 |
Brennan Separation Agreement, dated June 3, 2024. Exhibit 10.26 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS This Separation Agreement and General Release of Claims (this “Agreement”) is made by and between 5E Advanced Materials, Inc. (together with its subsidiaries and controlled affiliates, the “Company”) and Susan Seilheimer Brennan (“Employee” and, together with the Company, the “Parties”) with respect to the following facts: WHEREAS, E |
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| September 9, 2024 |
Exhibit 97.1 5E ADVANCED MATERIALS, INC. Incentive Based Compensation Recoupment Policy 1. Purpose. The purpose of the 5E Advanced Materials, Inc. Incentive Based Compensation Recoupment Policy (the “Policy”) is to set forth the circumstances in which 5E Advanced Materials, Inc. (the “Company”) will recover the amount of Erroneously Awarded Compensation (as defined below) received by a current or |
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| September 9, 2024 |
Description of Registrant’s Securities. Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK Description of Capital Stock The following description of our capital stock is a summary. The following description of our securities is not complete and may not contain all the information you should consider before investing in our securities. This description is summarized from, and qualified in its entirety by reference to, the complete text of our Amen |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 04, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Com |
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| September 5, 2024 |
Exhibit 99.3 Call Participants EXECUTIVES Jason Thomas Starzecki Chief Strategy Officer Paul Weibel CEO, Treasurer & Company Secretary ANALYSTS Canyon Cournoyer Hayes D.A. Davidson & Co., Research Division Matthew Alexander Key B. Riley Securities, Inc., Research Division Tate H. Sullivan Maxim Group LLC, Research Division ATTENDEES Joe Caminiti Alpha IR Group LLC Nathan Skown Presentation Operato |
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| September 5, 2024 |
Reshoring the United States Boron Supply Chain September 4, 2024 : FEAM : 5EA Fiscal 2024: Year-End Update Call Disclaimer FORWARD-LOOKING STATEMENTS The information in this Presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. |
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| September 5, 2024 |
Exhibit 99.1 5E ADVANCED MATERIALS PROVIDES SHAREHOLDER UPDATE FOR THE QUARTER AND YEAR ENDED JUNE 30, 2024 Company to host call this evening to provide updates on small-scale facility production and operations, as well as capital and commercial strategy HESPERIA, CA., September 4, 2024 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and li |
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| August 28, 2024 |
Form of Series B Common Stock Purchase Warrant. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 28, 2024 |
Form of Securities Purchase Agreement. Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 2024, between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms |
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| August 28, 2024 |
Placement Agency Agreement, dated as of August 26, 2024, between the Company and Maxim Group LLC. Exhibit 1.1 PLACEMENT AGENCY AGREEMENT August 26, 2024 Mr. Paul Weibel Chief Executive Officer 5E Advanced Materials, Inc. 9329 Mariposa Road, Suite 210 Hesperia, California 92344 Dear Mr. Weibel: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), that Maxim s |
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| August 28, 2024 |
Form of Series A Common Stock Purchase Warrant. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| August 27, 2024 |
EX-99.12 2 d868302dex9912.htm EX-99.12 Exhibit 12 LOCK-UP AGREEMENT August 26, 2024 Re: Securities Purchase Agreement, dated as of August 26, 2024 (the “Purchase Agreement”), between 5E Advanced Materials, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) and the Placement Agency Agreement, dated as of August 26, 2024 (the “Placemen |
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| August 27, 2024 |
5,333,333 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-276162 PROSPECTUS SUPPLEMENT (To Prospectus dated February 27, 2024) 5,333,333 Shares of Common Stock We are offering to an institutional and accredited investor 5,333,333 shares of our common stock. In a concurrent private placement to the same investor (the “concurrent private placement”), we are issuing unregistered warrants to purchase up t |
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| August 27, 2024 |
SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33830Q109 (CUSIP Number) Mulyadi Tjandra 1 Kim Seng Promenade #10-01 East Tower, Great World City Singapore 237994 +65 6737 3023 (Name, Add |
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| August 27, 2024 |
SC 13D/A 1 d868302dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 33830Q109 (CUSIP Number) August 25, 2024 (Date of Event Which Requires Filing of this Statement) If the filin |
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| August 26, 2024 |
Debt Commitment Letter, dated August 25, 2024, by and between the Company and Ascend. Exhibit 10.2 ASCEND GLOBAL INVESTMENT FUND SPC FOR AND ON BEHALF OF STRATEGIC SP August 25, 2024 5E Advanced Materials, Inc (“FEAM”) 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 Amended and Restated Note Purchase Agreement Debt Commitment Letter Ladies and Gentlemen: You have advised Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Isl |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 26, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-276162 August 26, 2024 5E Advanced Materials Announces Pricing of $4.0 Million Registered Direct Offering and Execution of Debt Commitment Letters to Issue $6.0 Million of Senior Secured Convertible Notes HESPERIA, Calif., August 26, 2024 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” |
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| August 26, 2024 |
Debt Commitment Letter, dated August 25, 2024, by and between the Company and Bluescape. Exhibit 10.1 BEP SPECIAL SITUATIONS IV LLC August 25, 2024 5E Advanced Materials, Inc (“FEAM”) 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 Amended and Restated Note Purchase Agreement Debt Commitment Letter Ladies and Gentlemen: You have advised BEP Special Situations IV LLC (“BEP” or “Debt Investor” and together with each other person, if any, nominated by the Debt Investor as a “Commitment |
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| July 9, 2024 |
EX-24.2 3 d850132dex242.htm EX-24.2 Exhibit 24.2 POWER OF ATTORNEY FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144 IN RESPECT OF SECURITIES OF 5E ADVANCED MATERIALS, INC. The undersigned hereby constitutes and appoints each of Paul Weibel, Chantel Jordan, Craig Roeder and Christopher Lapp as the undersign’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution |
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| July 9, 2024 |
FEAM / 5E Advanced Materials, Inc. / Lim Sen Ming - SC 13G Passive Investment SC 13G United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 338 |
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| July 9, 2024 |
EX-99 4 d850132dex99.htm EX-99 CUSIP No. 33830Q109 Schedule 13G Page 1 of 1 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, a |
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| July 9, 2024 |
SECTION 16 AND FORM 144 POWER OF ATTORNEY EX-24.1 2 d850132dex241.htm EX-24.1 Exhibit 24.1 SECTION 16 AND FORM 144 POWER OF ATTORNEY With respect to holdings of and transactions in securities issued by 5E Advanced Materials, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of subs |
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| June 27, 2024 |
Up to 41,935,491 Shares of Common Stock Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-280187 PROSPECTUS Up to 41,935,491 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the Selling Stockholders named in this prospectus of up to 41,935,491 shares (the “Resale Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of 5E Advanced Materials, Inc. issuab |
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| June 24, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 24, 2024 |
June 24, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| June 13, 2024 |
As filed with the Securities and Exchange Commission on June 13, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on June 13, 2024 Registration No. |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33830Q109 (CUSIP Number) Mulyadi Tjandra 1 Kim Seng Promenade #10-01 East Tower, Great World City Singapore 237994 +65 6737 3023 (Name, Address and Telephone Number |
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| June 13, 2024 |
Consent of Paul Weibel, CPA, 5E Advanced Materials, Inc. EX-23.9 Exhibit 23.9 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| June 13, 2024 |
Consent of Confluence Water Resources LLC EX-23.7 Exhibit 23.7 CONSENT OF CONFLUENCE WATER RESOURCES LLC To: U.S. Securities and Exchange Commission (“SEC”) Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. (the “Company”) dated June 13, 2024 (the “Form S-3”) Confluence Water Resources, LLC (“CWR”), in connection with the Form S-3 consents to: (i) The filing and/or inco |
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| June 13, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc. |
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| June 13, 2024 |
Consent of Escalante Geological Services LLC EX-23.8 Exhibit 23.8 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission (“SEC”) Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. (the “Company”) dated June 13, 2024 (the “Form S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the Form S-3 consents to: (i) The filing |
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| June 13, 2024 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 33830Q109 (CUSIP Number) June 11, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 11, 2024 |
Second Amended and Restated Investor and Registration Rights Agreement, dated June 11, 2024. Exhibit 10.1 Second Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT THIS second amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of June 11, 2024 (this “Agreement”), has been entered into by and among 5E ADVANCED MATERIALS, INC., a Delaware corporation (the “Company”) and the undersigned holders of Registrable Securities (as defined below). BACKGROUND In co |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33830Q109 (CUSIP Number) Mulyadi Tjandra 1 Kim Seng Promenade #10-01 East Tower, Great World City Singapore 237994 +65 6737 3023 (Name, Address and Telephone Number |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 03, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commissi |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 28, 2024 |
Amendment No. 2 to the Amended and Restated Note Purchase Agreement, dated May 24, 2024. Exhibit 10.1 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 2 dated as of May 28, 2024 (this “Amendment”) to the Amended and Restated Note Purchase Agreement dated as of January 18, 2024 (as amended, by Amendment No. 1 to the Amended and Restated Note Purchase Agreement, dated as of April 28, 2024, the “Existing Note Purchase Agreement”; and as amended by th |
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| May 28, 2024 |
Form of Second Amended and Restated Investor and Registration Rights Agreement. Exhibit 10.2 Second Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT THIS second amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of May [●], 2024 (this “Agreement”), has been entered into by and among 5E ADVANCED MATERIALS, INC., a Delaware corporation (the “Company”) and the undersigned holders of Registrable Securities (as defined below). BACKGROUND In co |
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| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41279 5E ADVANCE |
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| April 29, 2024 |
Amendment No. 1 to the Amended and Restated Note Purchase Agreement, dated April 28, 2024. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 1 dated as of April 28, 2024 (this “Amendment”) to the Amended and Restated Note Purchase Agreement dated as of January 18, 2024 (as heretofore amended, restated, amended and restated, modified or supplemented from time to time, the “Note Purchase Agreement”) is entered into by and among 5E Advanced Materials, I |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 02, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 28, 2024 |
Exhibit 1.1 5E Advanced Materials, Inc. $15,000,000 EQUITY DISTRIBUTION AGREEMENT March 28, 2024 Canaccord Genuity LLC One Post Office Square, 30th Floor Suite 3000 Boston, Massachusetts 02109 D.A. Davidson & Co. 757 3rd Ave. New York, New York 10017 Ladies and Gentlemen: 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord G |
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| March 28, 2024 |
5E Advanced Materials, Inc. Up to $15,000,000 of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-276162 PROSPECTUS SUPPLEMENT (To prospectus dated February 27, 2024) 5E Advanced Materials, Inc. Up to $15,000,000 of Common Stock We have entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC and D.A. Davidson & Co. (together, the “Agents”), dated March 28, 2024, relati |
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| March 28, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 28, 2024 |
Up to 85,310,403 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-276753 PROSPECTUS Up to 85,310,403 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the Selling Stockholders (as defined below) of up to 85,310,403 shares of common stock, par value $0.01 per share (the “Common Stock”) of 5E Advanced Materials, Inc. (the “Company”) which include (i) 6 |
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| February 23, 2024 |
February 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| February 23, 2024 |
February 23, 2024 VIA EDGAR AND COURIER DELIVERY United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| February 23, 2024 |
Consent of Paul Weibel, CPA, Chief Financial Officer, 5E Advanced Materials, Inc. EX-23.9 Exhibit 23.9 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| February 23, 2024 |
February 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| February 23, 2024 |
As filed with the Securities and Exchange Commission on February 23, 2024 Table of Contents As filed with the Securities and Exchange Commission on February 23, 2024 Registration No. |
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| February 23, 2024 |
Consent of Escalante Geological Services LLC EX-23.8 Exhibit 23.8 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated February 23, 2024 (“S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference |
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| February 23, 2024 |
Consent of Mathew Banta, PH, Principal, Confluence Water Resources LLC EX-23.7 Exhibit 23.7 CONSENT OF CONFLUENCE WATER RESOURCES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated February 23, 2024 (“S-3”) Confluence Water Resources, LLC (“CWR”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference by the Comp |
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| February 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41279 5E ADVANCE |
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| February 20, 2024 |
Consent of Paul Weibel, CPA, Chief Financial Officer, 5E Advanced Materials, Inc. EX-23.9 Exhibit 23.9 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| February 20, 2024 |
February 20, 2024 VIA EDGAR AND COURIER DELIVERY United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| February 20, 2024 |
As filed with the Securities and Exchange Commission on February 20, 2024 Table of Contents As filed with the Securities and Exchange Commission on February 20, 2024 Registration No. |
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| February 20, 2024 |
Consent of Escalante Geological Services LLC EX-23.8 Exhibit 23.8 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated February 20, 2024 (“S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference |
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| February 20, 2024 |
Consent of Mathew Banta, PH, Principal, Confluence Water Resources LLC EX-23.7 Exhibit 23.7 CONSENT OF CONFLUENCE WATER RESOURCES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated February 20, 2024 (“S-3”) Confluence Water Resources, LLC (“CWR”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference by the Comp |
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| February 20, 2024 |
February 20, 2024 VIA EDGAR AND COURIER DELIVERY United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41279 5E ADVA |
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| February 2, 2024 |
Consent of Escalante Geological Services LLC EX-23.8 Exhibit 23.8 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated February 2, 2024 (“S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference b |
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| February 2, 2024 |
Consent of Paul Weibel, CPA, Chief Financial Officer, 5E Advanced Materials, Inc. EX-23.9 Exhibit 23.9 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| February 2, 2024 |
As filed with the Securities and Exchange Commission on February 2, 2024 S-3/A Table of Contents As filed with the Securities and Exchange Commission on February 2, 2024 Registration No. |
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| February 2, 2024 |
Exhibit 96.1 Amended Initial Assessment Report (February 2024) 5E Advanced Materials Fort Cady Project Report Date May 11, 2023 Revised Report Date February 2, 2024 Report Effective Date April 1, 2023 Signature Page List of Qualified Persons Section(s) Date Louis Fourie, P. Geo., Principal, Terra Modeling Services 8, 9, 10, 11, 12 February 2, 2024 /s/ Louis Fourie Paul Weibel, CPA, 5E Advanced Mat |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41279 5E ADVANCE |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Com |
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| February 2, 2024 |
Exhibit 4.1 Description of Capital Stock The following description of our capital stock is a summary. The complete text of our Amended and Restated Certificate of Incorporation and Bylaws are each included, respectively, as Exhibit 3.1 to our Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2024 and as Exhibit 3.2 to our Registration Statement on Form 10-12B fi |
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| February 2, 2024 |
February 2, 2024 VIA EDGAR AND COURIER DELIVERY United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| February 2, 2024 |
As filed with the Securities and Exchange Commission on February 2, 2024 S-3/A Table of Contents As filed with the Securities and Exchange Commission on February 2, 2024 Registration No. |
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| February 2, 2024 |
Consent of Paul Weibel, CPA, Chief Financial Officer, 5E Advanced Materials, Inc. EX-23.9 Exhibit 23.9 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Amended Technical Report Summary titled “Amended Initial Assessment Repo |
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| February 2, 2024 |
February 2, 2024 VIA EDGAR AND COURIER DELIVERY United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F. |
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| February 2, 2024 |
Consent of Escalante Geological Services LLC EX-23.8 Exhibit 23.8 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated February 2, 2024 (“S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference b |
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| February 2, 2024 |
Consent of Mathew Banta, PH, Principal, Confluence Water Resources LLC EX-23.7 Exhibit 23.7 CONSENT OF CONFLUENCE WATER RESOURCES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated February 2, 2024 (“S-3”) Confluence Water Resources, LLC (“CWR”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference by the Compa |
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| February 2, 2024 |
Consent of Mathew Banta, PH, Principal, Confluence Water Resources LLC EX-23.7 Exhibit 23.7 CONSENT OF CONFLUENCE WATER RESOURCES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated February 2, 2024 (“S-3”) Confluence Water Resources, LLC (“CWR”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference by the Compa |
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| January 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 30, 2024 |
Exhibit 99.1 5E ADVANCED MATERIALS CLOSES SECOND TRANCHE OF EQUITY FINANCING New capital will be deployed to continue our initial successful mining operations and complete the processing plant HESPERIA, CA., January 30, 2024 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and lithium company with U.S. government Critical Infrastructure desi |
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| January 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc. |
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| January 29, 2024 |
Consent of Escalante Geological Services LLC EX-23.8 Exhibit 23.8 CONSENT OF ESCALANTE GEOLOGICAL SERVICES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated January 29, 2024 (“S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference b |
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| January 29, 2024 |
Consent of Paul Weibel, CPA, Chief Financial Officer, 5E Advanced Materials, Inc. EX-23.9 Exhibit 23.9 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Technical Report Summary titled “Initial Assessment Report (October 2023 |
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| January 29, 2024 |
SC 13D 1 tm244351d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33830Q109 (CUSIP Number) Mulyadi Tjandra 1 Kim Seng Promenade #10-01 East Tower, Great World City Singapore 237994 +65 6737 3023 ( |
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| January 29, 2024 |
Description of Registrant’s Securities Exhibit 4.1 Description of Capital Stock The following description of our capital stock is a summary. The complete text of our Amended and Restated Certificate of Incorporation and Bylaws are each included, respectively, as Exhibit 3.1 to our Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 19, 2024 and as Exhibit 3.2 to our Registration Statement on Form 10-12B fi |
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| January 29, 2024 |
EX-1 2 tm244351d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of th |
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| January 29, 2024 |
As filed with the Securities and Exchange Commission on January 29, 2024 Table of Contents As filed with the Securities and Exchange Commission on January 29, 2024 Registration No. |
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| January 29, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 29, 2024 |
Consent of Mathew Banta, PH, Principal, Confluence Water Resources LLC EX-23.7 Exhibit 23.7 CONSENT OF CONFLUENCE WATER RESOURCES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated January 29, 2024 (“S-3”) Confluence Water Resources, LLC (“CWR”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference by the Compa |
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| January 22, 2024 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 33830Q109 (CUSIP Number) January 18, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed |
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| January 19, 2024 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF 5E ADVANCED MATERIALS, INC. ARTICLE I NAME OF THE CORPORATION The name of the corporation is 5E Advanced Materials, Inc. (the “Corporation”). ARTICLE II REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The n |
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| January 19, 2024 |
Exhibit 10.2 Amended and Restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT THIS amended and restated INVESTOR AND REGISTRATION RIGHTS AGREEMENT, dated as of January 18, 2024 (this “Agreement”), has been entered into by and among 5E ADVANCED MATERIALS, INC., a Delaware corporation (the “Company”) and the undersigned holders of Registrable Securities (as defined below). BACKGROUND In connection wi |
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| January 19, 2024 |
Exhibit 10.4 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of January 18, 2024, is made by and among Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend”), 5ECAP, LLC, a company incorporated under the laws of the Stat |
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| January 19, 2024 |
Exhibit 99.1 5E ADVANCED MATERIALS CLOSES FIRST TRANCHE OF EQUITY FINANCING FOLLOWING SPECIAL MEETING New capital expected to provide the necessary resources to advance mining operations and move towards first production HESPERIA, CA., January 18, 2024 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and lithium company with U.S. government |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 19, 2024 |
Exhibit 10.1 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT BY AND AMONG 5E ADVANCED MATERIALS, INC., THE GUARANTOR, THE PURCHASERS, AND ALTER DOMUS (US) LLC as Collateral Agent Dated as of January 18, 2024 TABLE OF CONTENTS 1. DEFINITIONS AND OTHER TERMS 1 1.1 Terms 1 1.2 Section References 1 1.3 Divisions 1 1.4 Australian Banking Code of Practice 2 1.5 Definitions 2 2. NOTES AND TERMS OF PAYMENT 3 |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2024 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commi |
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| January 16, 2024 |
5E ADVANCED MATERIALS ANNOUNCES STOCKHOLDER APPROVAL OF PROPOSED OUT OF COURT RESTRUCTURING Exhibit 99.1 PRESS RELEASE January 12th 2024 5E ADVANCED MATERIALS ANNOUNCES STOCKHOLDER APPROVAL OF PROPOSED OUT OF COURT RESTRUCTURING HESPERIA, CA., January 12, 2024 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and lithium company with U.S. government Critical Infrastructure designation for its 5E Boron Americas Complex, today announc |
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| December 20, 2023 |
As filed with the Securities and Exchange Commission on December 20, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on December 20, 2023 Registration No. |
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| December 20, 2023 |
Consent of Escalante Geological Services LLC EX-23.8 Exhibit 23.8 CONSENT OF CONFLUENCE WATER RESOURCES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated December 20, 2023 (“S-3”) Escalante Geological Services LLC (“Escalante”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference by |
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| December 20, 2023 |
Consent of Paul Weibel, CPA, Chief Financial Officer, 5E Advanced Materials, Inc. EX-23.9 Exhibit 23.9 In connection with the Registration Statement on Form S-3 (the “Form S-3”) to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Technical Report Summary titled “Initial Assessment Report (October 2023 |
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| December 20, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc. |
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| December 20, 2023 |
Consent of Matthew Banta, PH, Principal, Confluence Water Resources LLC EX-23.7 Exhibit 23.7 CONSENT OF CONFLUENCE WATER RESOURCES LLC To: U.S. Securities and Exchange Commission Board of Directors of 5E Advanced Materials, Inc. Re: Registration Statement on Form S-3 of 5E Advanced Materials, Inc. dated December 20, 2023 (“S-3”) Confluence Water Resources, LLC (“CWR”), in connection with the S-3 consents to: (i) The filing and/or incorporation by reference by the Comp |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| December 19, 2023 |
Investor Update Call Enabling America’s Clean Energy Economy : FEAM 5E Advanced Materials : 5EA December 19, 2023 Disclaimer FORWARD-LOOKING STATEMENTS The information in this Presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. |
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| December 19, 2023 |
The information in this presentation is confidential and proprietary, and may not be used, reproduced or distributed without the express written permission of 5E Advanced Materials, Inc. |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 14, 2023 |
Exhibit 99.1 5E Advanced Materials to Hold Stockholder Call December 19, 2023 Company will provide an update on corporate matters, operations and the recently announced restructuring support agreement and financing package HESPERIA, CA., December 12, 2023 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and lithium company with U.S. governme |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| December 11, 2023 |
Exhibit 10.1 5E Advanced Materials, Inc. 9329 Mariposa Road, Ste 210, Hesperia, CA 92344 December 11, 2023 Dear Mr. Stefan Selig: On behalf of 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), I am pleased to invite you to become a Disinterested Director (as defined below) of the Company and, as requested, any of the Company’s affiliates. Effective upon December 11, 2023, you wi |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 01, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of |
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| December 11, 2023 |
5E ADVANCED MATERIALS ISSUES CLARIFICATION ON DIRECTOR APPOINTMENT Exhibit 99.1 PRESS RELEASE December 11th 2023 5E ADVANCED MATERIALS ISSUES CLARIFICATION ON DIRECTOR APPOINTMENT HESPERIA, CA., December 11, 2023 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and lithium company with U.S. government Critical Infrastructure designation for its 5E Boron Americas Complex, clarifies that Stefan Selig's appoin |
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| December 8, 2023 |
EX-99.6 2 d864023dex996.htm EX-99.6 Exhibit 6 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunde |
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| December 8, 2023 |
FEAM / 5E Advanced Materials Inc / Bluescape Energy Partners IV GP LLC - SC 13D Activist Investment SC 13D 1 d864023dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* 5E Advanced Materials, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 33830Q109 (CUSIP Number) December 5, 2023 (Date of Event Which Requires Filing of this Statement) If the filing per |
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| December 6, 2023 |
Exhibit 10.5 5E Boron Americas, LLC 9329 Mariposa Road Ste 210 Hesperia, CA 92344 December 1, 2023 Dear Susan, 5E Boron Americas, LLC (“5E” or the “Company”), through its board of directors, has implemented a Key Employee Retention Plan (the “Plan”) with the intent to focus management and key employees on the restructuring of the Company’s parent company senior secured convertible notes. The Plan |
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| December 6, 2023 |
Exhibit 99.1 PRESS RELEASE December 3rd 2023 5E ADVANCED MATERIALS ANNOUNCES AN EXTENSION TO STANDSTILL AGREEMENT Agreement with Lender to extend timeline of the on-going Standstill Agreement until December 5, 2023, at 5PM PST HESPERIA, CA., December 03, 2023 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and lithium company with U.S. gove |
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| December 6, 2023 |
Exhibit 10.6 5E Boron Americas, LLC 9329 Mariposa Road Ste 210 Hesperia, CA 92344 December 1, 2023 Dear Paul, 5E Boron Americas, LLC (“5E” or the “Company”), through its board of directors, has implemented a Key Employee Retention Plan (the “Plan”) with the intent to focus management and key employees on the restructuring of the Company’s parent company senior secured convertible notes. The Plan i |
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| December 6, 2023 |
5ECAP Subscription Agreement, dated December 5, 2023 Exhibit 10.3 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of December 5, 2023, is made by and among Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend”), 5ECAP, LLC, a company incorporated under the laws of the State of Ohio (the “Investor”) and 5E Advanced |
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| December 6, 2023 |
Selig Offer Letter, dated December 5, 2023 Exhibit 10.4 5E Advanced Materials, Inc. 9329 Mariposa Road, Ste 210, Hesperia, CA 92344 December 5, 2023 Dear Mr. Stefan Selig: On behalf of 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), I am pleased to invite you to become a Disinterested Director (as defined below) of the Company and, as requested, any of the Company’s affiliates. Effective upon December 5, 2023, you will |
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| December 6, 2023 |
Exhibit 10.2 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of December 5, 2023, is made by and among Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend”), BEP Special Situations IV LLC, a Delaware limited liability company (“BEP”) and 5E Advanced Materials, |
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| December 6, 2023 |
Exhibit 99.2 PRESS RELEASE December 6th 2023 5E ADVANCED MATERIALS ANNOUNCES RESTRUCTURING SUPPORT AGREEMENT AND NEW EQUITY CAPITAL Agreement strengthens capital structure and balance sheet, bringing in up to $35 million of new equity capital, helping to fund the next stage of mining and small-scale facility for boric acid and lithium production HESPERIA, CA., December 6, 2023 (GLOBE NEWSWIRE) – 5 |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 01, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| December 6, 2023 |
Restructuring Support Agreement, dated December 5, 2023 Exhibit 10.1 this restructuring support agreement and the documents attached hereto collectively describe a proposed RESTRUCTURING for the company parties that would be EFFECTUATED through the out‑of‑court restructuring or, IF THE CONDITIONS THERETO ARE NOT SATISFIED OR WAIVED, through pre-packaged chapter 11 cases in the bankruptcy court, as further described herein. THIS RESTRUCTURING SUPPORT AG |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 22, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 22, 2023 |
Exhibit 99.1 PRESS RELEASE November 22nd 2023 5E ADVANCED MATERIALS RECEIVES EPA AUTHORIZATION The company is set to become the first new U.S. producer of boron in decades, re-shoring critical materials needed for the decarbonization and global energy markets HESPERIA, California, November 22, 2023 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or “the Company”), a |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41279 5E ADV |
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| November 9, 2023 |
Exhibit 99.1 PRESS RELEASE November 9th 2023 5E ADVANCED MATERIALS SIGNS STANDSTILL AGREEMENT WITH LENDER Agreement with convertible note holder provides an opportunity to strengthen balance sheet and further discussions for equity commitments to facilitate next phase for 5E HESPERIA, CA., November 9, 2023 (GLOBE NEWSWIRE) – 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Compa |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 09, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 9, 2023 |
Standstill Agreement dated November 9, 2023 STANDSTILL AGREEMENT This STANDSTILL AGREEMENT (this “Agreement”) is entered into as of November 9, 2023 (the “Standstill Effective Date”), by and among 5E Advanced Materials, Inc. |
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| October 27, 2023 | ||
| October 27, 2023 |
5E Advanced Materials, Inc. Code of Business Conduct Introduction This Code of Business Conduct applies to 5E Advanced Materials, Inc. and its consolidated subsidiaries, together referred to as “our Company.” We expect each employee to use sound judgment to help us maintain appropriate compliance procedures and to carry out our business in compliance with laws and high ethical standards. Each empl |
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| October 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41279 5E ADVANCED MATERIALS, INC. |
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| October 27, 2023 |
Initial Assessment Report (October 2023) Exhibit 96.1 Initial Assessment Report (October 2023) 5E Advanced Materials Fort Cady Project Report Date May 11, 2023 Revised Report Date October 27, 2023 Report Effective Date April 1, 2023 Signature Page List of Qualified Persons Section(s) Date Louis Fourie, P. Geo., Principal, Terra Modeling Services 8, 9, 10, 11, 12 October 27, 2023 /s/ Louis Fourie Paul Weibel, CPA, 5E Advanced Materials 1, |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 06, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Com |
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| August 30, 2023 |
Fourth Quarter & Full Year 2023 Results Call Enabling America’s Clean Energy Economy August 30, 2023 : FEAM 5E Advanced Materials : 5EA Exhibit 99. |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commis |
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| August 30, 2023 |
Exhibit 10.14 August 29, 2023 Dear Paul: Thank you for your continued work on behalf of 5E Advanced Materials, Inc. (the “Company”). This letter (the “Addendum”) is an addendum to the offer letter you executed on May 10, 2021 (the “Offer Letter”), and as amended by the promotion letter dated November 3, 2021 (the “Promotion Letter”). 1. Termination Without Cause: In the event that your employment |
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| August 30, 2023 |
Consent of Joshua Parrie, Wellfield Manager, 5E Advanced Materials, Inc. Exhibit 23.8 In connection with the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and any amendments thereto (collectively the, “Form 10-K” to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Technic |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41279 5E ADVANCED MATERIALS, INC. (E |
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| August 30, 2023 |
Consent of Cindi Byrns, CEM, Environmental Manager, 5E Advanced Materials, Inc. Exhibit 23.7 In connection with the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and any amendments thereto (collectively the, “Form 10-K” to be filed by 5E Advanced Materials, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (“SEC”), the undersigned hereby consents to: (i) The filing and/or incorporation by reference by the Company and use of the Technic |
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| August 30, 2023 |
Exhibit 99.1 PRESS RELEASE August 30th 2023 5E ADVANCED MATERIALS REPORTS FULL YEAR 2023 RESULTS Company provides updates on project progress and details forward-looking strategic priorities HESPERIA, CA., August 30, 2023 (GLOBE NEWSWIRE) - 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (“5E” or the “Company”), a boron and lithium company with U.S. government Critical Infrastructure designa |
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| July 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commissi |
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| July 18, 2023 |
PRESS RELEASE July 18, 2023 5E ADVANCED MATERIALS HIRES NEW CONTRACTORS TO COMPLETE SMALL SCALE BORON FACILITY, REMOVING MATRIX SERVICES, WHILE FILING COMPLAINT TO RECOVER DAMAGES By engaging new contractors to work alongside 5E employees, the company will drive a stronger outcome and correct the outstanding issues left by Matrix Services, while completing last-mile construction activities of the Small-Scale Boron Facility (SSBF). |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 03, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 5, 2023 |
5E ADVANCED MATERIALS APPOINTS SUSAN SEILHEIMER BRENNAN TO THE BOARD OF DIRECTORS PRESS RELEASE June 5, 2023 5E ADVANCED MATERIALS APPOINTS SUSAN SEILHEIMER BRENNAN TO THE BOARD OF DIRECTORS HESPERIA, CA. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 5E ADVANCED MATERIALS, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41279 87-3426517 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 15, 2023 |
Exhibit 99.1 |
