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United States securities and exchange commission logo
January 22, 2024
Paul Weibel
Chief Financial Officer
5E Advanced Materials, Inc.
9329 Mariposa Road, Suite 210
Hesperia, CA 92344
Re:5E Advanced Materials, Inc.
Form 10-K for the Fiscal Year ended June 30, 2023
Filed August 30, 2023
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 requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended June 30, 2023
Business and Properties, page 6
1.Please disclose the mineral price, metallurgical recovery factor, and the point of reference
along with your mineral resource table on page 21 to comply with Item 1304(d)(1) of
Regulation S-K. Additionally please include the conversion factors associated with boric
oxide to boric acid and lithium carbonate equivalent.

This information should also be included with the resource table in Exhibit 96.1 to comply
with Item 601(b)(96)(iii)(B)(11) of Regulation S-K. Please coordinate with the qualified
persons involved in preparing that report to address the concerns outlined above.

 FirstName LastNamePaul Weibel
 Comapany Name5E Advanced Materials, Inc.
 January 22, 2024 Page 2
 FirstName LastNamePaul Weibel
5E Advanced Materials, Inc.
January 22, 2024
Page 2
Exhibits and Financial Statement Schedules
Exhibit 96.1, page 22
2.As it appears that you will need to obtain and file a revised technical report summary to
provide all of the required information, please coordinate with the qualified persons
involved in preparing Exhibit 96.1 with regard to any proposed revisions.
3.The disclosure pertaining to the equation underlying the cutoff grade on page 48 of the
technical report summary should be expanded to include additional information, as
necessary to understand how the 2% cutoff grade has been calculated, to comply with
Item 601(b)(96)(iii)(B)(11) of Regulation S-K.
4.We understand from the disclosure on page 76 of the technical report summary that model
parameters for the mine life are based on 30 years using Measured, Indicated and Inferred
Resources, and 15 years using Measured and Indicated Resource, and we see that various
tabulations are generally provided for both time frames.

However, the cash flow projections illustrated in Figure 19.8 on page 83 appear to
duplicate the information in Figure 19.7, covering the 30 year period rather than the 15
year life-of-mine plan. This disclosure should be revised to include the cash flow
projections for the 15 year life-of mine plan.
5.We note that revenue line items in Figures 19.11 and 19.12 are not clearly supported by
the pricing information disclosed on page 76 and the life-of-mine production disclosed on
page 79. These illustrations should be revised to include additional details to fully reflect
their composition and support the activity shown. For example, annualized boric acid
production and pricing should be provided if reflected in the cash flow analysis.

The accompanying disclosure should also be expanded to include the rationale
underlying assumptions for prices and costs to comply with Item 601(b)(96)(iii)(B)(19) of
Regulation S-K, specifically with regard to assumptions that prices would escalate while
costs would remain constant. In other words, if these are the assumptions made in
preparing the cash flow analyses, the qualified persons should explain how the disparate
outlook on these economic factors provides a reasonable basis for establishing the
prospects of economic extraction. The assumptions described for prices and costs should
similarly reconcile with those underlying the selection of the discount rate.

However, if the qualified persons are not able to show a reasonable basis for these
assumptions, the report should be revised to the extent necessary to comply with the
requirements in Subpart 1300. It should be clear how the assumptions are consistent with
the definition for mineral resource in Item 1300 of Regulation S-K, and the guidance for
establishing cut-off grades and the nature of support for estimates of resources in Item
601(b)(96)(iii)(B)(11)(iii), and Item 1302(d)(1)(i)(B) of Regulation S-K.

 FirstName LastNamePaul Weibel
 Comapany Name5E Advanced Materials, Inc.
 January 22, 2024 Page 3
 FirstName LastName
Paul Weibel
5E Advanced Materials, Inc.
January 22, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact John Coleman at 202-551-3610 or Karl Hiller at 202-551-3686 if you have
questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Eric Johnson