| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
5E Advanced Materials, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
9329 MARIPOSA ROAD, SUITE 210, HESPERIA,
CALIFORNIA
, 92344. |
Item 1 Comment:
This Amendment No. 7 ("Amendment No. 7") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on December 8, 2023, as amended by Amendment No. 1 filed with the SEC on January 22, 2024, Amendment No. 2 filed with the SEC on June 13, 2024, Amendment No. 3 filed with the SEC on August 27, 2024, Amendment No. 4 filed with the SEC on September 18, 2024, Amendment No. 5 filed with the SEC on January 15, 2025 and Amendment No. 6 filed with the SEC on January 16, 2025 (together, the "Original Schedule 13D"), relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of 5E Advanced Materials, Inc. (the "Issuer") whose principal executive office is located at 9329 Mariposa Road, Suite 210, Hesperia, CA 92344. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported on the Original Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 7 shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 7 is hereby incorporated by reference into this Item 3. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented as follows:
On February 14, 2025, the Issuer effected a 1-for-23 reverse stock split of the Issuer's Common Stock.
On March 4, 2025, the Issuer received stockholder approval to exchange all of the Notes held by the Reporting Persons into an aggregate of 6,793,262 shares of Common Stock. On March 5, 2025, pursuant to the terms of the Exchange Agreement, all of the Notes held by the Reporting Persons were exchanged for an aggregate of 6,793,262 shares of Common Stock. As a result, the Amended and Restated Note Purchase Agreement, as amended, was terminated. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated as follows:
The information set forth in rows (11) and (13) of the cover pages of this Amendment No. 7 are incorporated by reference into this Item 5(a).
As of the date of this Amendment No. 7, the Reporting Persons beneficially own an aggregate of 6,793,262 shares of Common Stock. The Reporting Persons' beneficial ownership represents approximately 41.0% of the outstanding shares of the Common Stock,based on 16,587,822 shares of Common Stock outstanding as confirmed by the Issuer. |
| (b) | Item 5(b) is hereby amended and restated as follows:
The information set forth in rows (11) and (13) of the cover pages of this Amendment No. 7 are incorporated by reference into this Item 5(b). |
| (c) | Item 5(c) is hereby amended and restated as follows: Except as otherwise set forth in Item 4 of this Amendment No. 7, none of the Reporting Persons has effected any transaction in Common Stock in the past 60 days. |
