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Correspondence 0000950170-24-019589 from 5E Advanced Materials, Inc. (FEAM)

5E Advanced Materials, Inc.
Date: Feb. 23, 2024 · CIK: 0001888654 · Accession: 0000950170-24-019589

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File numbers found in text: 333-276162

Date
February 23, 2024
Author
Paul Weibel
Form
CORRESP
Company
5E Advanced Materials, Inc.

Letter

February 23, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy and Transportation

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Irene Barberena-Meissner, Staff Attorney

Daniel Morris, Legal Branch Chief

Re: 5E Advanced Materials, Inc.

Registration Statement on Form S-3 (File No. 333-276162)

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), 5E Advanced Materials, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-3, as amended by Amendment No. 2 thereto, (File No. 333-276162) (the “Registration Statement”) of the Company be accelerated so that the Registration Statement shall become effective at 4:00 p.m. Eastern time on February 27, 2024, or as soon thereafter as practicable.

The undersigned, in making this request for acceleration, hereby states that it is aware of its obligations under Rule 461 and the other applicable provisions of the Securities Act.

The Company requests that notification of such effectiveness be made by telephone call to J. Eric Johnson of Winston & Strawn LLP, legal counsel to the Company, at (713) 651-2647.

Very truly yours,
Paul Weibel

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CORRESP
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filename1.htm

  CORRESP

  February 23, 2024

  VIA EDGAR

  United States Securities and Exchange Commission

  Division of Corporation Finance

  Office of Energy and Transportation

  100 F. Street, N.E.

  Washington, D.C. 20549

  Attention:	Irene Barberena-Meissner, Staff Attorney

  	Daniel Morris, Legal Branch Chief

  	Re: 5E Advanced Materials, Inc.

  	Registration Statement on Form S-3 (File No. 333-276162)

  Request for Acceleration of Effectiveness

  Ladies and Gentlemen:

  In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), 5E Advanced Materials, Inc. (the “Company”) respectfully requests that the effective date of the Registration Statement on Form S-3, as amended by Amendment No. 2 thereto, (File No. 333-276162) (the “Registration Statement”) of the Company be accelerated so that the Registration Statement shall become effective at 4:00 p.m. Eastern time on February 27, 2024, or as soon thereafter as practicable.

  The undersigned, in making this request for acceleration, hereby states that it is aware of its obligations under Rule 461 and the other applicable provisions of the Securities Act.

  The Company requests that notification of such effectiveness be made by telephone call to J. Eric Johnson of Winston & Strawn LLP, legal counsel to the Company, at (713) 651-2647.

  Very truly yours,

  Paul Weibel

  Chief Financial Officer

  Cc: J. Eric Johnson, Winston & Strawn LLP