SEC Comment Letter 0000000000-24-013075 to 5E Advanced Materials, Inc. (FEAM)
5E Advanced Materials, Inc.
Date: Nov. 25, 2024 · CIK: 0001888654 · Accession: 0000000000-24-013075
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41279
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 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. Preliminary Proxy Statement on Schedule 14A Proposal Seven To Approve a Potential Future Private Offering, page 53 1.We note your disclosure that the aggregate number of shares issued (or issuable) in future offerings will not exceed 40,000,000 shares of common stock. We also note that 68,883,030 shares of common stock are outstanding as of 10/28/24. Please revise to provide a more detailed discussion of the potential dilutive impact(s) that could occur if all 40,000,000 shares of common stock are issued in such private offering(s), including illustrative examples as appropriate. 2.Please expand your discussion to provide further clarification of the reasons that you are seeking authorization of the potential future private issuance on the terms described, as well as the relevant timing concerns which would necessitate that the transaction occur within three months. Please also state affirmatively whether any further authorization of the securities issuance will be solicitated from shareholders prior to issuance. Refer to Item 11(c) of Schedule 14A.
November 25, 2024 Page 2 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 Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Drew Capurro
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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 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.
Preliminary Proxy Statement on Schedule 14A
Proposal Seven
To Approve a Potential Future Private Offering, page 53
1.We note your disclosure that the aggregate number of shares issued (or issuable) in
future offerings will not exceed 40,000,000 shares of common stock. We also note
that 68,883,030 shares of common stock are outstanding as of 10/28/24. Please revise
to provide a more detailed discussion of the potential dilutive impact(s) that
could occur if all 40,000,000 shares of common stock are issued in such private
offering(s), including illustrative examples as appropriate.
2.Please expand your discussion to provide further clarification of the reasons that you
are seeking authorization of the potential future private issuance on the terms
described, as well as the relevant timing concerns which would necessitate that the
transaction occur within three months. Please also state affirmatively whether any
further authorization of the securities issuance will be solicitated from shareholders
prior to issuance. Refer to Item 11(c) of Schedule 14A.
November 25, 2024
Page 2
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 Cheryl Brown at 202-551-3905 or Daniel Morris at 202-551-3314 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Drew Capurro