FEAM / 5E Advanced Materials, Inc. - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

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Exhibit 10.1 April 13, 2026 Jonathan Siegler Dear Mr. Siegler, 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

Part I—Financial Information PART II—OTHER INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 2026 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.

FORM 8-K Item 8.01 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): April 16, 2026 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

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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 13, 2026 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

Part I—Financial Information PART II—OTHER INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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, 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 ADVANCED MATERIALS, INC.

AMENDMENT to COMMON STOCK PURCHASE WARRANT 5E Advanced Materials, Inc.

Exhibit 4.4 AMENDMENT to COMMON STOCK PURCHASE WARRANT 5E Advanced Materials, Inc. THIS AMENDMENT TO common STOCK PURCHASE WARRANT (this “Amendment”) is made as of December , 2025 by and between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and (the “Holder”), and constitutes an amendment to that certain Common Stock Purchase Warrant issued by the Company on March 13, 2025 a

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

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

As filed with the Securities and Exchange Commission on February 4, 2026

As filed with the Securities and Exchange Commission on February 4, 2026 Registration No.

CONSENT OF PAUL WEIBEL

Exhibit 23.7 CONSENT OF PAUL WEIBEL 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 Technical Report Summary titled “Preliminary Feasibility

5E Advanced Materials Announces Closing of $36 Million Upsized and Oversubscribed Public Offering of Common Stock The offering was led by one of the Company’s largest stockholders and several new institutional investors

Exhibit 99.1 5E Advanced Materials Announces Closing of $36 Million Upsized and Oversubscribed Public Offering of Common Stock The offering was led by one of the Company’s largest stockholders and several new institutional investors HESPERIA, CA / ACCESS Newswire / February 3, 2026 / 5E Advanced Materials, Inc. (“5E” or the “Company”) (Nasdaq: FEAM) (ASX: 5EA), a development stage company focused

FORM 8-K Item 7.01 Regulation FD Disclosure. 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): January 29, 2026 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

5E Advanced Materials, Inc. 18,000,000 Shares of Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-292988 and 333-293066 5E Advanced Materials, Inc. 18,000,000 Shares of Common Stock We are offering up to 18,000,000 shares of our common stock, par value $0.01 per share (“the Common Stock”), at $2.00 per share. Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “FEAM.” Our CHESS

As filed with the Securities and Exchange Commission on January 29, 2026

POS EX As filed with the Securities and Exchange Commission on January 29, 2026 Registration No.

Security Type

Calculation of Filing Fee Tables S-1 5E Advanced Materials, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward

As filed with the Securities and Exchange Commission on January 29, 2026

S-1MEF As filed with the Securities and Exchange Commission on January 29, 2026 Registration No.

January 28, 2026

CORRESP January 28, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F.

January 28, 2026

CORRESP January 28, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-1004 Re: 5E Advanced Materials, Inc. Registration Statement on Form S-1 (Registration No. 333-292988) Concurrence in Acceleration Request Ladies and Gentlemen: Konik Capital Partners, LLC, a division of T.R. Winston & Co., as the placement agent for the

PLACEMENT AGENCY AGREEMENT

EX-1.1 Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [], 2026 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 Konik Capital Partners, LLC, a division of T.R. Winston & Co. (“Konik” or the “Placement Agent”) and 5E Advanced Materials, Inc., a Dela

As filed with the Securities and Exchange Commission on January 27, 2026

S-1 Table of Contents As filed with the Securities and Exchange Commission on January 27, 2026 Registration No.

CONSENT OF PAUL WEIBEL

EX-23.7 Exhibit 23.7 CONSENT OF PAUL WEIBEL In connection with the Registration Statement on Form S-1 (the “Form S-1”) 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 “Preliminary Feas

SECURITIES PURCHASE AGREEMENT

EX-10.21 Exhibit 10.21 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January [], 2026, between 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the term

Security Type

Calculation of Filing Fee Tables S-1 5E Advanced Materials, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward

FORM 8-K Item 3.02 Unregistered Sales of Equity Securities.

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 07, 2026 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

FORM 8-K Based on the foregoing, each of the director nominees set forth in Proposal 1 was elected, the participation by each of the individuals set forth in Proposal 3 was approved, and Proposals 2, 4, 5 and 6 were approved. No other matters were

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 08, 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

AMENDMENT TO THE AMENDED AND RESTATED 2022 EQUITY COMPENSATION PLAN

Exhibit 10.1 AMENDMENT TO THE AMENDED AND RESTATED 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 14th day of October, 2025 (the “Amendment Effective Date”), by 5E Advanced Materials, Inc., a Delaware corporation (the “Company”). 1. Section 3(a). Section 3(a) of the

FORM 8-K Item 8.01 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): December 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) (Comm

5E Advanced Materials Announces Substantial Resource Upgrade; Total Measured and Indicated Borate Resources Increase 61% and Lithium Resources Increase 54% Upgraded Resources unlocks expansion optionality at Fort Cady

Exhibit 99.1 5E Advanced Materials Announces Substantial Resource Upgrade; Total Measured and Indicated Borate Resources Increase 61% and Lithium Resources Increase 54% Upgraded Resources unlocks expansion optionality at Fort Cady HESPERIA, CA / ACCESS Newswire / November 19, 2025 / 5E Advanced Materials, Inc. (“5E” or the “Company”) (Nasdaq: FEAM) (ASX: 5EA), a development stage company focused o

FORM 8-K Item 7.01 Regulation FD Disclosure 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): November 15, 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

Part I - Financial Information PART II – OTHER INFORMATION Exhibit Index

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, 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 AD

Introduction Why Stockholders Should Vote to Approve the Plan Amendment Background of Determination of Shares Under the Plan Amendment Material Terms of the Amended Plan Material U.S. Federal Income Tax Consequences Section 409A of the Code New Plan

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

As confidentially submitted to the Securities and Exchange Commission on October 17, 2025 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confident

DRS Table of Contents As confidentially submitted to the Securities and Exchange Commission on October 17, 2025 This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential.

Introduction Why Stockholders Should Vote to Approve the Plan Amendment Background of Determination of Shares Under the Plan Amendment Material Terms of the Amended Plan Material U.S. Federal Income Tax Consequences Section 409A of the Code New Plan

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

FORM 8-K Item 8.01 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): September 25, 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) (Com

TRADEMARKS AND TRADE NAMES CAUTIONARY NOTE REGARDING INDUSTRY AND MARKET DATA PART II

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, 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 ADVANCED MATERIALS, INC. (E

DESCRIPTION OF CAPITAL STOCK

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

However, it is not the Company’s policy to impose special blackout periods every time that Material Nonpublic Information exists, or every time that a Company employee may be in the possession of Material Nonpublic Information. Thus, the absence of a

Exhibit 19.1 5E Advanced Materials, Inc. INSIDER TRADING POLICY (dated July 13, 2023) I. INTRODUCTION United States federal and state laws as well as the Corporations Act of Australia prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such Material No

DEFAULT BY UNDERWRITERS If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Shares or Option Shares, as the case may be, which such Underwriter has agreed to purcha

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

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

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

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.

FORM 8-K

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

5E Advanced Materials, Inc.

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

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

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 MATER

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

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 S

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.

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

LETTER

May 30, 2025 Paul Weibel Chief Executive Officer 5E Advanced Materials, Inc. 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 Re: 5E Advanced Materials, Inc. Registration Statement on Form S-3 Filed May 23, 2025 File No. 333-287557 Dear Paul Weibel: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests

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.

Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Am

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc.

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

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

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.

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

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

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

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

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

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

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.

LETTER

March 24, 2025 Paul Weibel Chief Executive Officer 5E Advanced Materials, Inc. 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 Re: 5E Advanced Materials, Inc. Registration Statement on Form S-3 Filed March 18, 2025 File No. 333-285880 Dear Paul Weibel: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding reque

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.

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.

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

Filing Fee Table

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

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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc.

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

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

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

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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 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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, 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): 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

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

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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): 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

Certificate of Amendment to Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc., dated February 14, 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

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. )

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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. )

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

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

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

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

Form of Warrant.

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

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 Decisi

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”)

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

Exchange Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on 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

Fourth Amended and Restated Investor and Registration Rights Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on 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

Amendment No. 4 to the Amended and Restated Note Purchase Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on 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

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

Form of Warrant.

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

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

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, 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 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

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”)

Restructuring Support Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on 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

Securities Subscription Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on 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

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

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

LETTER

December 20, 2024 Paul Weibel Chief Executive Officer 5E Advanced Materials, Inc. 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 Re: 5E Advanced Materials, Inc. Preliminary Proxy Statement on Schedule 14A Filed November 1, 2024 File No. 001-41279 Dear Paul Weibel: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and a

9329 Mariposa Road, Suite 210 Hesperia, California 92344

9329 Mariposa Road, Suite 210 Hesperia, California 92344 December 13, 2024 VIA EDGAR CORRESPONDENCE U.

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 (Ame

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

LETTER

November 25, 2024 Paul Weibel Chief Executive Officer 5E Advanced Materials, Inc. 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 Re: 5E Advanced Materials, Inc. Preliminary Proxy Statement on Schedule 14A Filed November 1, 2024 File No. 001-41279 Dear Paul Weibel: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the

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, re

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

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. All statements other than statements of historica

Reshoring the United States Boron Supply Chain November 21, 2024 : FEAM : 5EA Fiscal 2025: First Quarter Update Call Exhibit 99.

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Results of Operations and Financial Condition

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

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

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

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 (Ame

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

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

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

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

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

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 “

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.

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.

LETTER

October 2, 2024 Paul Weibel Chief Executive Officer 5E Advanced Materials, Inc. 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 Re: 5E Advanced Materials, Inc. Registration Statement on Form S-3 Filed September 25, 2024 File No. 333-282325 Dear Paul Weibel: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding

LETTER

October 2, 2024 Paul Weibel Chief Executive Officer 5E Advanced Materials, Inc. 9329 Mariposa Road, Suite 210 Hesperia, CA 92344 Re: 5E Advanced Materials, Inc. Registration Statement on Form S-3 Filed September 25, 2024 File No. 333-282326 Dear Paul Weibel: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding

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.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc.

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

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

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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc.

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

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.

FEAM / 5E Advanced Materials, Inc. / Bluescape Energy Partners IV GP LLC - SC 13D/A Activist Investment

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

FEAM / 5E Advanced Materials, Inc. / Ascend Global Investment Fund SPC - Strategic Segregated Portfolio Activist Investment

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

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

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

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

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

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

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

Clawback Policy.

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

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries Subsidiary State or Jurisdiction of Incorporation or Organization American Pacific Borates Pty Ltd Australia 5E Boron Americas, LLC Delaware

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

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

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

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

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

2

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

Reshoring the United States Boron Supply Chain September 4, 2024 : FEAM : 5EA Fiscal 2024: Year-End Update Call

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.

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

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

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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

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

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

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

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

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

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

FEAM / 5E Advanced Materials, Inc. / Bluescape Energy Partners IV GP LLC - SC 13D/A Activist Investment

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

FEAM / 5E Advanced Materials, Inc. / Ascend Global Investment Fund SPC - Strategic Segregated Portfolio Activist Investment

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

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

LOCK-UP AGREEMENT

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

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

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”

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

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

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

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

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

POWER OF ATTORNEY FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144 IN RESPECT OF SECURITIES OF 5E ADVANCED MATERIALS, INC.

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

JOINT FILING AGREEMENT

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

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

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

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

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.

LETTER

United States securities and exchange commission logo June 21, 2024 Paul Weibel Chief Executive Officer 5E Advanced Materials, Inc.

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

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc.

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

FEAM / 5E Advanced Materials, Inc. / Bluescape Energy Partners IV GP LLC - SC 13D/A Activist Investment

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

FEAM / 5E Advanced Materials, Inc. / Ascend Global Investment Fund SPC - Strategic Segregated Portfolio Activist Investment

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

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.

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

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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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

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)

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

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 (Ame

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

FEAM / 5E Advanced Materials, Inc. / Ascend Global Investment Fund SPC - Strategic Segregated Portfolio Activist Investment

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

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)

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

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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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

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

ARS

2023 ANNUAL REPORT TO SHAREHOLDERS i 5E ADVANCED MATERIALS, INC. TABLE OF CONTENTS Page Forward Looking Information .............................................................................................................................................. 1 PART I Items 1 and 2. Business and Properties..............................................................................................

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 (Ame

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

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 (Ame

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

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

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

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

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

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

Equity Distribution Agreement, dated March 28, 2024, by and among the Company, Canaccord Genuity LLC and D.A. Davidson & Co.

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

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

FEAM / 5E Advanced Materials, Inc. / BlackRock Inc. Passive Investment

us33830q1094030624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) February 29, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

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

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

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.

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

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.

LETTER

United States securities and exchange commission logo February 23, 2024 Paul Weibel Chief Financial Officer 5E Advanced Materials, Inc.

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

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.

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.

LETTER

United States securities and exchange commission logo February 22, 2024 Paul Weibel Chief Financial Officer 5E Advanced Materials, Inc.

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

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.

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

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.

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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3)

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

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

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

LETTER

United States securities and exchange commission logo February 14, 2024 Paul Weibel Chief Financial Officer 5E Advanced Materials, Inc.

LETTER

United States securities and exchange commission logo February 7, 2024 Paul Weibel Chief Financial Officer 5E Advanced Materials, Inc.

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

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

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

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

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

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

Description of Capital Stock of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Amended Current Report on Form 8-K/A filed with the SEC on 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

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.

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.

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.

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

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

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

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.

Amended Initial Assessment Report (February 2024) (incorporated by reference to Exhibit 96.1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on 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

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

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

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): 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

FEAM / 5E Advanced Materials, Inc. / Ascend Global Investment Fund SPC - Strategic Segregated Portfolio - SC 13D Activist Investment

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 (

Joint Filing Agreement

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

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

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

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

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.

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

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) 5E Advanced Materials, Inc.

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

FEAM / 5E Advanced Materials, Inc. / BlackRock Inc. Passive Investment

SC 13G 1 us33830q1094012924.txt us33830q1094012924.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G 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) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate

FEAM / 5E Advanced Materials, Inc. / Bluescape Energy Partners IV GP LLC - SC 13D/A Activist Investment

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

LETTER

United States securities and exchange commission logo January 22, 2024 Paul Weibel Chief Financial Officer 5E Advanced Materials, Inc.

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

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

Amended and Restated Note Purchase Agreement, dated January 18, 2024, by and among the Company, American Pacific Borates Pty Ltd., BEP Special Situations IV LLC, Ascend Global Investment Fund SPC for and on behalf of Strategic SP, Meridian Investments Corporation, and Alter Domus (US) LLC, as collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on 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

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

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

Amended and Restated Certificate of Incorporation, dated January 12, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on 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

Amended and Restated Investor and Registration Rights Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on 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

Amended and Restated 5ECAP Subscription Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on 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

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