SEC Comment Letter 0000000000-24-002043 to 5E Advanced Materials, Inc. (FEAM)
5E Advanced Materials, Inc.
Date: Feb. 22, 2024 · CIK: 0001888654 · Accession: 0000000000-24-002043
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-276753
Letter
United States securities and exchange commission logo February 22, 2024 Paul Weibel Chief Financial 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 January 29, 2024 Amendment No. 1 to Registration Statement on Form S-3 Filed February 2, 2024 File No. 333-276753 Dear Paul Weibel: We have reviewed your registration statement and amendment thereto and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-3 General 1.We note you are registering for resale shares of common stock issuable under the Amended and Restated Note Purchase Agreement dated January 18, 2024, and that the shares registered for resale under this registration statement are being registered pursuant to the Amended and Restated Investor and Registration Rights Agreement entered into on January 18, 2024. Please file these agreements as exhibits to your registration statement or alternatively, incorporate them by reference into your exhibit index. 2.Please be advised that we will not be in a position to accelerate the effectiveness of your registration statement until our comments relating to your Form 10-K for the fiscal year ended June 30, 2023 have been resolved.
FirstName LastNamePaul Weibel Comapany Name5E Advanced Materials, Inc. February 22, 2024 Page 2 FirstName LastName Paul Weibel 5E Advanced Materials, Inc. February 22, 2024 Page 2 Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Daniel Morris, Legal Branch Chief, at 202-551-3314 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Eric Johnson, Esq.
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United States securities and exchange commission logo
February 22, 2024
Paul Weibel
Chief Financial 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 January 29, 2024
Amendment No. 1 to Registration Statement on Form S-3
Filed February 2, 2024
File No. 333-276753
Dear Paul Weibel:
We have reviewed your registration statement and amendment thereto and have the
following comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3
General
1.We note you are registering for resale shares of common stock issuable under the
Amended and Restated Note Purchase Agreement dated January 18, 2024, and that the
shares registered for resale under this registration statement are being registered pursuant
to the Amended and Restated Investor and Registration Rights Agreement entered into on
January 18, 2024. Please file these agreements as exhibits to your registration statement
or alternatively, incorporate them by reference into your exhibit index.
2.Please be advised that we will not be in a position to accelerate the effectiveness of your
registration statement until our comments relating to your Form 10-K for the fiscal year
ended June 30, 2023 have been resolved.
FirstName LastNamePaul Weibel
Comapany Name5E Advanced Materials, Inc.
February 22, 2024 Page 2
FirstName LastName
Paul Weibel
5E Advanced Materials, Inc.
February 22, 2024
Page 2
Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 or Daniel
Morris, Legal Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Eric Johnson, Esq.