SecProbe.io

<DOCUMENT>
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<TEXT>
 May 30, 2025

Paul Weibel
Chief Executive 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 May 23, 2025
 File No. 333-287557
Dear Paul Weibel:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Drew Capurro, Esq.
</TEXT>
</DOCUMENT>

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   May 30, 2025   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: Claudia Rios

 Re: 5E Advanced Materials, Inc.

 Registration Statement on Form S-3 (File No. 333-287557)

 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 (File No. 333-287557) (the “Registration Statement”) of the Company be accelerated so that the Registration Statement shall become effective at 4:00 p.m. Eastern time on June 4, 2025, 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 Drew Capurro of Latham & Watkins LLP, legal counsel to the Company, at (714) 755-8008.

 Very truly yours,

 /s/ Paul Weibel

 Paul Weibel

 Chief Executive Officer

 Cc:
 Joshua Malm, Chief Financial Officer, Treasurer and Corporate Secretary

 Drew Capurro, Latham & Watkins LLP

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 March 24, 2025

 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: Cheryl Brown

 Re: 5E Advanced Materials, Inc.

 Registration Statement on Form S-3 (File No. 333-285880)

 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 (File No. 333-285880) (the “Registration Statement”) of the Company be accelerated so that the Registration Statement shall become effective at 4:00 p.m. Eastern time on March 26, 2025, 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 Drew Capurro of Latham & Watkins LLP, legal counsel to the Company, at (714) 755-8008.

 Very truly yours,

 /s/ Joshua Malm

 Joshua Malm

 Chief Financial Officer, Treasurer and Corporate Secretary

 Cc:
 Paul Weibel, Chief Executive Officer

 Drew Capurro, Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Paul Weibel
Chief Executive 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 March 18, 2025
 File No. 333-285880
Dear Paul Weibel:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Drew Capurro
</TEXT>
</DOCUMENT>

December 20, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Drew Capurro

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  9329 Mariposa Road, Suite 210

  Hesperia, California 92344

  December 13, 2024

  VIA EDGAR CORRESPONDENCE

  U.S. Securities and Exchange Commission

  100 F Street, NE

  Washington, D.C. 20549

  Division of Corporation Finance

  Office of Energy & Transportation

  Attention:	Cheryl Brown

  	Daniel Morris

  Re: 	5E Advanced Materials, Inc.

  Preliminary Proxy Statement on Schedule 14A

  Filed November 1, 2024

  File No. 001-41279

  To the addressees set forth above:

  This letter sets forth the responses of 5E Advanced Materials, Inc. (the “Company,” “we,” “our” and “us”) to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated November 25, 2024 (the “Comment Letter”) with respect to the Company’s preliminary proxy statement on Schedule 14A filed with the Commission on November 1, 2024 (the “Preliminary Proxy”). Concurrently with the submission of this letter, we are filing an amendment to the Preliminary Proxy (“Amendment No. 1”) with the Commission through its EDGAR system.

  For your convenience, we have reproduced the Staff’s comments exactly as set forth in the Comment Letter in bold and italics below, and set forth below each such comment is the Company’s response. Page numbers and captions referenced in the responses refer to Amendment No. 1, unless otherwise stated. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

  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.

  Response

  The Company respectfully acknowledges the Staff’s comment and, in response thereto, has revised its disclosure under the caption “Effect of Issuance of Securities” on page 53 of Amendment No. 1 to include a more detailed discussion of the potential dilutive impact if all 110,000,000 shares of common stock contemplated by Proposal Six (former Proposal Seven) were issued in future private offerings, including illustrative examples thereof.

Securities and Exchange Commission

December 13, 2024

Page 2

  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.

Response

The Company respectfully acknowledges the Staff’s comment and, in response thereto, has revised its disclosure on page 52 of Amendment No. 1 to further clarify the reasons the Company is seeking authorization of potential future private issuances on the terms and within the timeline described therein, as well as to affirmatively state that the Company expects no further authorization in connection with any such securities issuance will be solicited from the Company’s stockholders prior to issuance, unless otherwise required by applicable law.

  Additionally, the Company respectfully advises the Staff that Proposal Six (former Proposal Seven) is being presented in accordance with published guidance by the Nasdaq Stock Market (the “Nasdaq”), which permits a listed company to seek stockholder approval for a private placement where the listed company has not yet identified the investors or arrived at specific terms if the listed company discloses:

  •the maximum number of shares to be issued;

  •the maximum dollar amount of the issuance;

  •the maximum amount of discount to the market;

  •the purpose of the transaction; and

  •the time frame for completing the transaction, which Nasdaq generally requires to be within three months of the stockholder approval.

*************

Please direct any questions or comments regarding this correspondence to our counsel, Drew Capurro of Latham & Watkins LLP, at (714) 755-8008.

    Sincerely,

    /s/ Paul Weibel

    Paul Weibel

    Chief Executive Officer

  cc: 	Drew Capurro, Latham & Watkins LLP

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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  October 3, 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: Claudia Rios

    Re: 5E Advanced Materials, Inc.

    Registration Statement on Form S-3 (File No. 333-282325)

    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 (File No. 333-282325) (the “Registration Statement”) of the Company be accelerated so that the Registration Statement shall become effective at 4:00 p.m. Eastern time on October 7, 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 Drew Capurro of Latham & Watkins LLP, legal counsel to the Company, at (714) 755-8008.

    Very truly yours,

    /s/ Joshua Malm

    Joshua Malm

    Interim Chief Financial Officer

    Cc:

    Paul Weibel, Chief Executive Officer

    Drew Capurro, Latham & Watkins LLP

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  CORRESP

  October 3, 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: Claudia Rios

    Re: 5E Advanced Materials, Inc.

    Registration Statement on Form S-3 (File No. 333-282326)

    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 (File No. 333-282326) (the “Registration Statement”) of the Company be accelerated so that the Registration Statement shall become effective at 4:00 p.m. Eastern time on October 7, 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 Drew Capurro of Latham & Watkins LLP, legal counsel to the Company, at (714) 755-8008.

    Very truly yours,

    /s/ Joshua Malm

    Joshua Malm

    Interim Chief Financial Officer

    Cc:

    Paul Weibel, Chief Executive Officer

    Drew Capurro, Latham & Watkins LLP

October 2, 2024
Paul Weibel
Chief Executive 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 September 25, 2024
File No. 333-282325
Dear Paul Weibel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Liz Packebusch at 202-551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Drew Capurro

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  CORRESP

  June 24, 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:	Claudia Rios

  	Re: 5E Advanced Materials, Inc.

  	Registration Statement on Form S-3 (File No. 333-280187)

  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 (File No. 333-280187) (the “Registration Statement”) of the Company be accelerated so that the Registration Statement shall become effective at 4:00 p.m. Eastern time on June 26, 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 Drew Capurro of Latham & Watkins LLP, legal counsel to the Company, at (714) 755-8008.

  Very truly yours,

  /s/ Joshua Malm

  Joshua Malm

  Interim Chief Financial Officer

  Cc: 	Paul Weibel, Chief Executive Officer

  Drew Capurro, Latham & Watkins LLP

United States securities and exchange commission logo
June 21, 2024
Paul Weibel
Chief Executive 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 June 13, 2024
File No. 333-280187
Dear Paul Weibel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Drew Capurro, Esq.

United States securities and exchange commission logo
February 23, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Eric Johnson

CORRESP
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  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. 333-276753)

  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. 333-276753) (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

CORRESP
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  CORRESP

  February 23, 2024

  VIA EDGAR AND COURIER DELIVERY

  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

  Filed January 29, 2024

  Amendment No. 1 to Registration Statement on Form S-3

  Filed February 2, 2024

  File No. 333-276753

  Ladies and Gentlemen:

  Set forth below are responses of 5E Advanced Materials, Inc. (the “Company,” “we,” or “our”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 22, 2024 relating to the above referenced Registration Statement on Form S-3 (the “Registration Statement”). The Company is concurrently filing Amendment No. 2 to the Registration Statement with the Commission on Form S-3/A (the “Amended Registration Statement”) that includes further amendments to the Registration Statement in response to the Staff’s comments. For the Staff’s reference, we are providing to the Staff by courier delivery copies of this letter and a copy of the Amended Registration Statement marked to show all changes from the Registration Statement.

  For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company.

  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.

  The Company acknowledges the Staff’s comment and has incorporated by reference the Amended and Restated Note Purchase Agreement and Amended and Restated Investor and Registration Rights Agreement, each entered into on January 18, 2024, into the Amended Registration Statement as Exhibit 10.1 and Exhibit 10.2, respectively.

  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.

  The Company acknowledges the Staff’s comment that the registration statement will not be declared effective until the Staff's comments that relate to its Form 10-K have been resolved. The Company advises the Staff that on February 20, 2024, it filed Amendment No. 3 to its Annual Report on Form 10-K and provided correspondence to the Staff in reply to its letter dated February 7, 2024.

  If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (346) 439-0318 or J. Eric Johnson of Winston & Strawn LLP at (713) 651-2647.

  Very truly yours,

  Paul Weibel

  Chief Financial Officer

  Cc: J. Eric Johnson, Winston & Strawn LLP

CORRESP
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  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

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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  February 20, 2024

  VIA EDGAR AND COURIER DELIVERY

  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:	John Coleman

  	Karl Hiller

  	Re: 5E Advanced Materials, Inc.

  	Form 10-K for the Fiscal Year ended June 30, 2023

  	Filed August 30, 2023

  	File No. 001-41279

  Ladies and Gentlemen:

  Set forth below are responses of 5E Advanced Materials, Inc. (the “Company,” “we,” or “our”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 7, 2024, relating to the above referenced Annual Report on Form 10-K. The Company is concurrently filing an Amended Annual Report on Form 10-K/A (the “Amended Annual Report”) with the Commission that addresses certain of the Staff’s comments as described in further detail below. For the Staff’s reference, we are providing to the Staff by courier delivery copies of this letter and a copy of the Amended Annual Report disclosures marked to show all changes from the Amended Annual Report filed with the Commission on February 2, 2024.

  For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Unless otherwise indicated, all page references in the response set forth below correspond to the pages of the Amended Annual Report.

  Form 10-K for the Fiscal Year ended June 30, 2023

  Business and Properties, page 6

  1.We note that you have amended your annual report and filed an amended initial assessment report in response to prior comment one, to provide additional information about the pricing assumptions utilized in the economic analyses. For example, on page 23 of the annual report you explain that a boric acid price of $1,726 per short ton was assumed for the first year of production and you refer to Sections 16 and 19.3.1 of the amended initial assessment report for details about that assumption.

  However, the disclosures in Section 19.3.1 of the amended initial assessment report explain that the qualified persons assumed boric acid pricing will increase from $1,726 in 2026 to $2,130 by 2030, an annual increase of about 5.4% over four years, followed by an annual increase of 3% thereafter. Figures 19.11 and 19.12 of the amended initial assessment report indicate the escalation assumptions culminate in a price of $2,965 per short ton in 2040 for the fifteen year model, and $4,620 per short ton in 2055 for the thirty year model. Using simple averages, the assumptions for these two time frames would be $2,346 and $3,173, which exceed the initial price that you have disclosed by about 36% and 84%, for the fifteen and thirty year time frames.

  We believe that you would need to provide a complete description of the mineral price assumptions used in the determination of your mineral resources, covering the price escalations in terms of percentages, the ranges in dollars, and possibly average prices for each of the fifteen and thirty year periods utilized in the economic analyses, to comply with footnote 1 to Item 1304(d)(1) of Regulation S-K. Please also expand your disclosure to summarize the nature of the underlying support for those assumptions.

  The Company acknowledges the Staff's comment and has updated disclosure on its Amended Annual Report on pages 24 and 25 to comply with footnote 1 to Item 1304(d)(1) of Regulation S-K.

  If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (346) 439-0318 or J. Eric Johnson of Winston & Strawn LLP at (713) 651-2647.

  Very truly yours,

  Paul Weibel

  Chief Financial Officer

  Cc: J. Eric Johnson, Winston & Strawn LLP

CORRESP
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  CORRESP

  February 20, 2024

  VIA EDGAR AND COURIER DELIVERY

  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.

  	Amendment No. 1 to Registration Statement on Form S-3

  	Filed February 2, 2024

  	File No. 333-276162

  Ladies and Gentlemen:

  Set forth below are responses of 5E Advanced Materials, Inc. (the “Company,” “we,” or “our”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 14, 2024 relating to the above referenced Amendment No. 1 to the Registration Statement on Form S-3 (the “Registration Statement”). The Company is concurrently filing Amendment No. 2 to the Registration Statement with the Commission on Form S-3/A (the “Amended Registration Statement”) that includes further amendments to the Registration Statement in response to the Staff’s comments. For the Staff’s reference, we are providing to the Staff by courier delivery copies of this letter and a copy of the Amended Registration Statement marked to show all changes from the Registration Statement.

  For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company.

  Amendment No. 1 to Registration Statement on Form S-3

  General

  1.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.

  The Company acknowledge the Staff’s comment that the registration statement will not be declared effective until the Staff's comments that relate to its Form 10-K have been resolved. The Company advises the Staff that concurrently with the filing of this correspondence with the Commission, it is filing Amendment No. 3 to its Annual Report

  on Form 10-K, and providing correspondence to the Staff in reply to its letter dated February 7, 2024.

  If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (346) 439-0318 or J. Eric Johnson of Winston & Strawn LLP at (713) 651-2647.

  Very truly yours,

  Paul Weibel

  Chief Financial Officer

  Cc: J. Eric Johnson, Winston & Strawn LLP

United States securities and exchange commission logo
February 14, 2024
Paul Weibel
Chief Financial Officer
5E Advanced Materials, Inc.
9329 Mariposa Road, Suite 210
Hesperia, CA 92344
Re:5E Advanced Materials, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed February 2, 2023
File No. 333-276162
Dear Paul Weibel:
            We have reviewed your amended registration statement 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.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 14, 2024 Page 2
 FirstName LastName
Paul Weibel
5E Advanced Materials, Inc.
February 14, 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.

United States securities and exchange commission logo
February 7, 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 February 2, 2024 response to our comment letter and have the
following comment.
            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. Unless
we note otherwise, any references to prior comments are to comments in our January 22, 2024
letter.
Form 10-K for the Fiscal Year ended June 30, 2023
Business and Properties, page 6
1.We note that you have amended your annual report and filed an amended initial
assessment report in response to prior comment one, to provide additional information
about the pricing assumptions utilized in the economic analyses. For example, on page 23
of the annual report you explain that a boric acid price of $1,726 per short ton was
assumed for the first year of production and you refer to Sections 16 and 19.3.1 of the
amended initial assessment report for details about that assumption.

However, the disclosures in Section 19.3.1 of the amended initial assessment report
explain that the qualified persons assumed boric acid pricing will increase from $1,726 in
2026 to $2,130 by 2030, an annual increase of about 5.4% over four years, followed by an
annual increase of 3% thereafter. Figures 19.11 and 19.12 of the amended initial

 FirstName LastNamePaul Weibel
 Comapany Name5E Advanced Materials, Inc.
 February 7, 2024 Page 2
 FirstName LastName
Paul Weibel
5E Advanced Materials, Inc.
February 7, 2024
Page 2
assessment report indicate the escalation assumptions culminate in a price of $2,965 per
short ton in 2040 for the fifteen year model, and $4,620 per short ton in 2055 for the thirty
year model. Using simple averages, the assumptions for these two time frames would be
$2,346 and $3,173, which exceed the initial price that you have disclosed by about 36%
and 84%, for the fifteen and thirty year time frames.

We believe that you would need to provide a complete description of the mineral price
assumptions used in the determination of your mineral resources, covering the price
escalations in terms of percentages, the ranges in dollars, and possibly average prices for
each of the fifteen and thirty year periods utilized in the economic analyses, to comply
with footnote 1 to Item 1304(d)(1) of Regulation S-K. Please also expand your disclosure
to summarize the nature of the underlying support for those assumptions.
            Please contact John Coleman at 202-551-3610 or Karl Hiller at 202-551-3686 if you have
questions regarding the comment.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Eric Johnson

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  February 2, 2024

  VIA EDGAR AND COURIER DELIVERY

  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:	John Coleman

  	Karl Hiller

  	Re: 5E Advanced Materials, Inc.

  	Form 10-K for the Fiscal Year ended June 30, 2023

  	Filed August 30, 2023

  	File No. 001-41279

  Ladies and Gentlemen:

  Set forth below are responses of 5E Advanced Materials, Inc. (the “Company,” “we,” or “our”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated January 22, 2024, relating to the above referenced Annual Report on Form 10-K (the “Annual Report”). The Company is concurrently filing an Amended Annual Report on Form 10-K/A (the “Amended Annual Report”) with the Commission, and related Amended Initial Assessment Report as Exhibit 96.1 thereto, that addresses certain of the Staff’s comments as described in further detail below. For the Staff’s reference, we are providing to the Staff by courier delivery copies of this letter, a copy of the Amended Annual Report disclosures marked to show all changes from the Annual Report, and a copy of the Amended Initial Assessment Report marked to show all changes from the prior Exhibit 96.1.

  For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Unless otherwise indicated, all page references in the response set forth below correspond to the pages of the Amended Annual Report or related Amended Initial Assessment Report.

  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.

  The Company acknowledges the Staff's comment and has updated disclosure on its Amended Annual Report on pages 23 and 24 and its Amended Initial Assessment Report included as Exhibit 96.1 thereto, to comply with Item 1304(d)(1) and Item 601(b)(96)(iii)(B)(11) of Regulation S-K, respectively. Refer to Section 11.5, pages 50 and 51 of the Amended Initial Assessment Report.

  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.

  The Company acknowledges the Staff's comment and has filed an Amended Initial Assessment Report as Exhibit 96.1 to its Amended Annual Report.

  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.

  The Company acknowledges the Staff's comment and has revised disclosure in Section 11.4 on pages 47 to 50 of its Amended Initial Assessment Report included as Exhibit 96.1 to its Amended Annual Report to comply with Item 601(b)(96)(iii)(B)(11).

  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.

  The Company acknowledges the Staff's comment and in response has revised Figure 19.8 on page 85 of its Amended Initial Assessment Report included as Exhibit 96.1 to its Amended Annual Report.

  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.

  The Company acknowledges the Staff's comment and in response has revised Figures 19.11 and 19.12 on pages 88 and 89, respectively, of our Amended Initial Assessment Report included as Exhibit 96.1 to its Amended Annual Report to indicate the average annual price and production for each year of the cash flow analysis which corresponds to data discussed within Sections 16.2.5 on pages 62 and 63 and Section 19.3.1 on page 78 of its Amended Initial Assessment Report.

  The Company has also expanded its disclosure for the rationale as to why disparate economic outlooks were reasonable and supportable with respect to forecasted prices and costs in Section 19.3.1 on page 78 of its Amended Initial Assessment Report included as Exhibit 96.1 to its Amended Annual Report. The pricing assumptions utilized in the Amended Initial Assessment Report were the result of an extensive market study, including supply and demand analysis. Such market data and analysis support a demand imbalance in the boric acid market that forecasts increasing prices and a disparate pricing forecast compared to other inputs and outputs. The Company notes that costs do not remain constant in the financial model and has expanded analysis on material cost assumptions in Section 19.3.1 on page 78. In section 19.1, page 77 now includes disclosure that the cash flow model was prepared on a nominal basis.

  If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (346) 439-0318 or J. Eric Johnson of Winston & Strawn LLP at (713) 651-2647.

  Very truly yours,

  Paul Weibel

  Chief Financial Officer

  Cc: J. Eric Johnson, Winston & Strawn LLP

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  February 2, 2024

  VIA EDGAR AND COURIER DELIVERY

  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

  	Filed December 20, 2023

  	File No. 333-276162

  Ladies and Gentlemen:

  Set forth below are responses of 5E Advanced Materials, Inc. (the “Company,” “we,” or “our”), in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated January 16, 2024 relating to the above referenced Registration Statement on Form S-3 (the “Registration Statement”). The Company is concurrently filing Amendment No. 1 to the Registration Statement with the Commission on Form S-3/A (the “Amended Registration Statement”) that includes further amendments to the Registration Statement in response to the Staff’s comments. For the Staff’s reference, we are providing to the Staff by courier delivery copies of this letter and a copy of the Amended Registration Statement marked to show all changes from the Registration Statement.

  For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. All page references herein correspond to the pages of the Amended Registration Statement. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amended Registration Statement.

  Registration Statement on Form S-3 filed December 20, 2023

  General

  1.We note you disclosed in your DEF14A filed on December 18, 2023 that you are holding a special meeting on January 12, 2024 in connection with a proposed restructuring of your outstanding senior secured convertible notes. We further note you disclosed that you intend to implement the restructuring through an out of court restructuring, but if the conditions precedent to the out of court restructuring cannot be timely satisfied, including approval by your stockholders of certain proposals at the special meeting, you will implement the restructuring through

  bankruptcy in a pre-packaged Chapter 11 plan. As your proposed restructuring appears contingent, in part, on the voting results of this special meeting, please update your disclosures regarding the restructuring of your outstanding senior convertible notes accordingly.

  On January 12, 2024, our stockholders approved the various matters necessary to consummate the out of court restructuring. On January 18, 2024, we restructured our outstanding secured convertible notes as contemplated by such stockholder approvals and closed the initial equity private placement. On January 29, 2024, we closed the second equity private placement. The voting results of the special meeting and the details of the restructured notes and related equity financing transactions are set forth in our Current Reports on Form 8-K filed with the SEC on January 16, 2024, January 19, 2024 and January 30, 2024. These reports are incorporated by reference in our Amended Registration Statement. In addition, we have included additional disclosure in the Amended Registration Statement on pages 10 and 11 describing these recent developments.

  2.We note you disclosed in Note 1 of your Form 10-Q for the quarterly period ended September 30, 2023 that your Convertible Note Agreement with BEP Special Situations IV and certain other parties contains a financial covenant requiring you to maintain a cash balance of at least $10 million, and that on November 9, 2023, you entered into a standstill agreement under which the parties to the Convertible Note Agreement agreed to a period of standstill temporarily allowing you to go below your current cash covenant of $10 million until December 1, 2023 (which was extended to December 5, 2023 according to your Form 8-K filed on December 6, 2023). We further note you disclosed that if you were not able to obtain additional financing and agree to a successful recapitalization plan, your cash balance was expected to fall below $10 million during the fourth calendar quarter of 2023, and an event of default under the Convertible Note Agreement would occur. Lastly, we note you disclosed in your Form 8-K filed on December 19, 2023 that as of December 8, 2023, your available cash and cash equivalents was $4.34 million. Please provide us with a detailed analysis supporting your eligibility to use Form S-3, focusing on whether your apparent default under the Convertible Note Agreement is material to the financial position of your company and its consolidated and unconsolidated subsidiaries, taken as a whole. See General Instruction I.A.4 of Form S-3 and refer to the guidance provided in Question 115.12 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations of Securities Act Forms.

  The Company has not defaulted on any installment or installments on indebtedness for borrowed money. Under General Instruction I.A.4 of Form S-3 and Question 115.10 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations of Securities Act Forms, the only disqualifying default involves failure to pay principal or interest on indebtedness, which is material to the registrant and its subsidiaries taken as a whole. The Company has never failed to timely pay the principal and interest on its indebtedness for borrowed money (including under the Convertible Notes Agreement).

  The matters described in the disclosures referenced in your comment are not of the type that would disqualify the Company from using Form S-3.

  Further, the Company obtained permission from Bluescape through the Standstill Agreement and subsequent Restructuring Support Agreement to allow the Company’s cash balance to fall below US$10 million. As a result of Bluescape’s binding agreement to permit the Company’s cash balance to fall below US$10 million, and when combined with Bluescape forgoing any remedies thereto, such an event does not constitute a material default.

  The Company has reviewed the other eligibility requirements for Form S-3 set forth in General Instruction I.A of Form S-3, including the timely filing of all required Exchange Act reports during the twelve month period preceding the filing of the Registration  Statement, and believes it is eligible to use Form S-3.

  3.Please file a consent for Millcreek Mining Group as an exhibit to your registration statement or tell us why you do not believe it is necessary. See Item 1302(b)(4) of Regulation S-K.

  Millcreek Mining Group is no longer a Qualified Person with respect to our Technical Report Summary. We direct you to Amendment No. 1 and Amendment No. 2 to our Annual Report on Form 10-K/A filed with the Commission on October 27, 2023, and February 2, 2024, respectively, which Amendment No. 2 was incorporated by reference into the Amended Registration Statement. Both filings include a revised technical report summary (the “Technical Report Summary”). Section 2.8 of each such Technical Report Summary includes a listing of the Qualified Persons associated with the Technical Report Summary, and the sections of such report to which the Qualified Persons are associated. Millcreek Mining Group is not listed in Section 2.8 as a Qualified Person in either summary. Any references to Millcreek Mining Group within our Technical Report Summary are included for historical reference and context, but do not indicate that Millcreek Mining Group is an ongoing Qualified Person with respect to our most recently filed Technical Report Summary. Therefore, the Company respectfully submits that a consent from Millcreek Mining Group is not required under Item 1302(b)(4).

  If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (346) 439-0318 or J. Eric Johnson of Winston & Strawn LLP at (713) 651-2647.

  Very truly yours,

  Paul Weibel

  Chief Financial Officer

  Cc: J. Eric Johnson, Winston & Strawn LLP

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

United States securities and exchange commission logo
January 16, 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 December 20, 2023
File No. 333-276162
Dear Paul Weibel:
            We have conducted a limited review of your registration statement 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.
Registration Statement on Form S-3 filed December 20, 2023
General
1.We note you disclosed in your DEF14A filed on December 18, 2023 that you are holding
a special meeting on January 12, 2024 in connection with a proposed restructuring of your
outstanding senior secured convertible notes. We further note you disclosed that you
intend to implement the restructuring through an out of court restructuring, but if the
conditions precedent to the out of court restructuring cannot be timely satisfied, including
approval by your stockholders of certain proposals at the special meeting, you will
implement the restructuring through bankruptcy in a pre-packaged Chapter 11 plan. As
your proposed restructuring appears contingent, in part, on the voting results of this
special meeting, please update your disclosures regarding the restructuring of your
outstanding senior convertible notes accordingly.
2.We note you disclosed in Note 1 of your Form 10-Q for the quarterly period ended
September 30, 2023 that your Convertible Note Agreement with BEP Special Situations

 FirstName LastNamePaul Weibel
 Comapany Name5E Advanced Materials, Inc.
 January 16, 2024 Page 2
 FirstName LastName
Paul Weibel
5E Advanced Materials, Inc.
January 16, 2024
Page 2
IV and certain other parties contains a financial covenant requiring you to maintain a cash
balance of at least $10 million, and that on November 9, 2023, you entered into a standstill
agreement under which the parties to the Convertible Note Agreement agreed to a period
of standstill temporarily allowing you to go below your current cash covenant of $10
million until December 1, 2023 (which was extended to December 5, 2023 according to
your Form 8-K filed on December 6, 2023). We further note you disclosed that if you
were not able to obtain additional financing and agree to a successful recapitalization plan,
your cash balance was expected to fall below $10 million during the fourth calendar
quarter of 2023, and an event of default under the Convertible Note Agreement would
occur.  Lastly, we note you disclosed in your Form 8-K filed on December 19, 2023 that
as of December 8, 2023, your available cash and cash equivalents was $4.34 million.
Please provide us with a detailed analysis supporting your eligibility to use Form S-3,
focusing on whether your apparent default under the Convertible Note Agreement is
material to the financial position of your company and its consolidated and unconsolidated
subsidiaries, taken as a whole. See General Instruction I.A.4 of Form S-3 and refer to the
guidance provided in Question 115.12 of the Division of Corporation Finance’s
Compliance and Disclosure Interpretations of Securities Act Forms.
3.Please file a consent for Millcreek Mining Group as an exhibit to your registration
statement or tell us why you do not believe it is necessary. See Item 1302(b)(4) of
Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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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 February 2, 2023

VIA EDGAR TRANSMISSION

 U.S. Securities and
Exchange Commission Division of

 Corporation Finance 100 F Street, N.E.

Washington, DC 20549-6010

 Attention: Michael Purcell

Re:    5E Advanced Materials, Inc.

Registration Statement on Form S-l, as amended

Filed February 1, 2023 (File No. 333-267803)

Dear Ms. Packebusch:

 In accordance with Rule 461 of
Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on
February 6, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as 5E Advanced Materials, Inc. (the “Company”) or its counsel may request via telephone call to the Staff. Please contact
J. Eric Johnson of Winston & Strawn LLP, counsel to the Company, at (713) 651-2647 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

Sincerely yours,

5E Advanced Materials, Inc.

By:

 /s/ Paul Weibel

Paul Weibel

Chief Financial Officer

 cc: J. Eric Johnson, Esq.

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 5E ADVANCED SYSTEMS, INC.

19500 STATE HIGHWAY 249, SUITE 125

HOUSTON, TEXAS 77070

 March 10, 2022

 VIA EDGAR

 Liz Packebusch

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 5E Advanced Materials, Inc.

Registration Statement on Form 10-12(b), as amended

File No. 001-41279

Dear Ms. Packebusch:

 Pursuant to Rule 12d1-2 under the Securities Exchange Act of 1934, as amended, 5E Advanced Materials, Inc. (the “Company”) hereby requests that the effectiveness of the above-mentioned Registration Statement be
accelerated such that it be declared effective as of 9:00 a.m., Eastern Time, on March 14, 2022, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please verbally confirm that event with our
counsel, Baker & McKenzie LLP, by calling Christopher Lapp at (312) 772-7036.

Very truly yours,

5E ADVANCED MATERIALS, INC.

By:

/s/ Paul Weibel

Paul Weibel

Chief Financial Officer

 cc:    Christopher Lapp

 1

CORRESP
1
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CORRESP

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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:  Mark Wojciechowski, Jenifer Gallagher, Ken Schuler,

        Liz Packebusch and Laura Nicholson

 Re: 5E Advanced Materials, Inc.

Amendment No. 1 to Draft Registration Statement on Form 10-12B

Submitted January 19, 2022

CIK No. 0001888654

Ladies and Gentlemen:

On behalf of our client, 5E Advanced Materials, Inc. (the “Company”), we are submitting this letter in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 4, 2022 relating to the above-referenced Amendment No. 1 to Draft Registration Statement on Form 10-12B (the “Amended Confidential Submission”). The Company is concurrently publicly filing with the Commission a Registration Statement on Form 10-12B (the
“Registration Statement”) that includes further amendments to the Amended Confidential Submission in response to the Staff’s comments. For the Staff’s reference, we are providing to the Staff by courier delivery copies of this
letter and a copy of the Registration Statement marked to show all changes from the Amended Confidential Submission.

For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the corresponding responses from the
Company. Except for any page references appearing in the headings or the Staff’s comments (which are references to the Amended Confidential Submission), all page references herein correspond to the pages of the Registration Statement.
Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Registration Statement.

Amendment No. 1 to Draft Registration Statement on Form 10-12B submitted January 19, 2022

 Mineral Resource Estimate, page 67

 1.  We note that you have not
disclosed all of the information requested in prior comments 1 and 10, although you have provided disclosures on page 67 of the Form 10 indicating that you have used a 5% cutoff grade, based on a 39 year-old
project report prepared by Duval Corporation, and stating that “At this time, based on the assessment performed, the QP believes there are reasonable prospects for economic extraction of the mineral
resource.”

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.

 We see that the Initial Assessment Report at Exhibit 96.1 has also been revised and includes a corresponding
representation on page 19-1, and a few related statements such as “The QP concludes that there are reasonable prospects for economic extraction for the mineral resource estimated and presented in this
Initial Assessment,” on pages 1-14 and 22-1, and “The QP believes the current cutoff grade is conservative,” on page
11-6.

 Please
clarify whether you and the QP are able to demonstrate that the resource estimates are currently economic, and if this is the case the Form 10 and the Initial Assessment Report should be further revised to specify the modifying factors upon which
your determination about the economics has been made, including the current or updated commodity prices, operating costs, and estimated mining and metallurgical recoveries, as previously requested.

 However, if you are unable to show that your estimates are based
on current economic factors, you would need to remove the resource estimates from both the filing and Initial Assessment Report. See Items 1302(d)(2) and Item 601(b)(96)(iii)(B)(11)(ii) & (iii) of Regulation
S-K.

 The Company
confirms that, based on the assessments performed to date, the Company and the QP believe that the Company’s resource estimates are currently economic. In response to the Staff’s comment, the modifying factors (current commodity prices,
current operating costs, and current estimated mining and metallurgical recoveries) were utilized in a high-level financial model which generated a positive NPV, thus establishing that the resource estimates are currently economic. Please see page
67 of the Registration Statement and pages 1-13, 11-7 and 19-1 of the Initial Assessment Report whereby amendments have been made.

Exhibits

2.  We note your response to prior comment 6, including your revised disclosure at page 50 stating that
the exclusive forum provision in your Bylaws will not apply to any actions brought under the Exchange Act. Please ensure that the exclusive forum provision in your bylaws states this clearly, or tell us how you will inform investors in future
filings that the provision does not apply to any actions arising under the Exchange Act.

The Company has amended the exclusive forum provision in Article VII, Section 7.06 of its Bylaws to expressly state that the provision
will not apply to any actions brought under the Exchange Act. A copy of the Company’s Amended and Restated Bylaws is included as Exhibit 3.2 to the Registration Statement. Please see page 24 of Exhibit 3.2. The Company will include a reference
to this exclusion in any future disclosures to investors pertaining to the exclusive forum provision contained in its Amended and Restated Bylaws.

 2

 3.  Please file as exhibits any written compensatory arrangements with your
directors, or tell us why you are not required to do so. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.

Copies of the appointment letters relating to the Company’s non-management directors have been
included as Exhibits 10.10, 10.11, 10.12 and 10.13 to the Registration Statement.

General

4.  We note your response to prior comment 13. We continue to consider your response and may have
additional comments.

 The Company acknowledges the
Staff’s comment.

 Confirming our phone conversation with
the Staff, the Company plans to file a Form 8-A to register the CDIs following the effectiveness of the Registration Statement.

If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me
at (312) 861-3730 or Christopher Lapp at (202) 835-6251.

Very truly yours,

Craig A. Roeder

cc:   Paul Weibel

 3

United States securities and exchange commission logo
February 4, 2022
Paul Weibel
Chief Financial Officer
5E Advanced Materials, Inc.
19500 State Highway 249, Suite 125
Houston, TX 77070
Re:5E Advanced Materials, Inc.
Amendment No. 1 to Draft Registration Statement on Form 10-12B
Submitted January 19, 2022
CIK No. 0001888654
Dear Mr. Weibel:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form 10-12B submitted January 19, 2022
Mineral Resource Estimate, page 67
1.We note that you have not disclosed all of the information requested in prior comments 1
and 10, although you have provided disclosures on page 67 of the Form 10 indicating that
you have used a 5% cutoff grade, based on a 39 year-old project report prepared by Duval
Corporation, and stating that “At this time, based on the assessment performed, the QP
believes there are reasonable prospects for economic extraction of the mineral resource."

We see that the Initial Assessment Report at Exhibit 96.1 has also been revised and
includes a corresponding representation on page 19-1, and a few related statements such
as “The QP concludes that there are reasonable prospects for economic extraction for the

 FirstName LastNamePaul Weibel
 Comapany Name5E Advanced Materials, Inc.
 February 4, 2022 Page 2
 FirstName LastName
Paul Weibel
5E Advanced Materials, Inc.
February 4, 2022
Page 2
mineral resource estimated and presented in this Initial Assessment,” on pages 1-14 and
22-1, and “The QP believes the current cutoff grade is conservative," on page 11-6.

Please clarify whether you and the QP are able to demonstrate that the resource estimates
are currently economic, and if this is the case the Form 10 and the Initial Assessment
Report should be further revised to specify the modifying factors upon which your
determination about the economics has been made, including the current or updated
commodity prices, operating costs, and estimated mining and metallurgical recoveries, as
previously requested.

However, if you are unable to show that your estimates are based on current economic
factors, you would need to remove the resource estimates from both the filing and Initial
Assessment Report.  See Items 1302(d)(2) and Item 601(b)(96)(iii)(B)(11)(ii) & (iii) of
Regulation S-K.
Exhibits
2.We note your response to prior comment 6, including your revised disclosure at page
50 stating that the exclusive forum provision in your Bylaws will not apply to any actions
brought under the Exchange Act. Please ensure that the exclusive forum provision in your
bylaws states this clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Exchange Act.
3.Please file as exhibits any written compensatory arrangements with your directors, or tell
us why you are not required to do so. Refer to Item 601(b)(10)(iii)(A) of Regulation S-K.
General
4.We note your response to prior comment 13.  We continue to consider your response and
may have additional comments.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters. For questions regarding engineering comments, you
may contact Ken Schuler, Mining Engineer, at (202) 551-3718. Please contact Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Craig A. Roeder

United States securities and exchange commission logo
January 5, 2022
Paul Weibel
Chief Financial Officer
5E Advanced Materials, Inc.
19500 State Highway 249, Suite 125
Houston, TX 77070
Re:5E Advanced Materials, Inc.
Draft Registration Statement on Form 10-12B
Submitted December 8, 2021
CIK No. 0001888654
Dear Mr. Weibel:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10-12B, submitted December 8, 2021
Exhibit 96.1
Initial Assessment Report, page 1
1.We have reviewed the content of the Initial Assessment Report relative to the
requirements of Item 601(b)(96) of Regulation S-K and have listed below various
apparent deficiencies that will need to be addressed. Please discuss the following points
with the third party engineer. We expect that you will need to obtain and file a revised
engineering report to resolve these concerns.

•Executive Summary page, 1-1: Unless you are able to show how the enhanced
Definitive Feasibility Study (eDFS) meets the definition of a feasibility study in Item

 FirstName LastNamePaul Weibel
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 January 5, 2022 Page 2
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5E Advanced Materials, Inc.
January 5, 2022
Page 2
1300 of Regulation S-K, please remove or rename all references to this study
throughout the report, and remove the associated economic metrics.

•Executive Summary, page 1-10: Graphs should be utilized to indicate the trend of the
average prices for your marketed commodities over the last 5 years.

•APBL Drilling, page 7-6: Given your planned method of extraction, a discussion of
hydrogeology would be responsive to Item 601(b)(96)(iii)(B)(7)(iii) of Regulation S-
K.

•Mineral Resource Estimation, page 11-8:  Explain how the cutoff grade was
calculated and provide the parameters used, consistent with the guidance in Items
601(b)(96)(iii)(B)(11)(ii) and (iii) of Regulation S-K.

•Mineral Reserve Estimates, page 12-1:  If the historical reserve information in this
section does not comply with the definitions in Item 1300 of Regulation S-K, this
content should be removed as indicated in Item 1304(h) of Regulation S-K.

•Market Studies, page 16-1: Include the product specifications and prices for materials
that you plan to market or sell, such as Sulfate of Potash (SOP), Muriate of Potash
(MOP), Gypsum, Lithium Carbonate, and Boric Acid, to adhere to Item
601(b)(96)(iii)(B)(16) of Regulation S-K.
2.We understand that information about the properties is available from previous studies
and therefore it appears that the following sections of the technical report should be
expanded to provide context or to identify changes relative to the content associated with
current plans.  Please expand the following sections to address the requirements applicable
to the section as indicated.

•Mineral Processing and Metallurgical Testing, page 10-1: Item 601(b)(96)(iii)(B)(10)
of Regulation S-K

•Mining Methods, page 13-1: Item 601(b)(96)(iii)(B)(13) of Regulation S-K

•Processing and Recovery Methods, page 14-1: Item 601(b)(96)(iii)(B)(14) of
Regulation S-K

•Infrastructure, page 15-1: Item 601(b)(96)(iii)(B)(15) of Regulation S-K
Explanatory Note, page 2
3.We note your disclosure that pursuant to the Reorganization, the Company will issue to
the shareholders of ABR either one share of your Common Stock for every ten ordinary
shares of ABR or one CHESS Depositary Interest over the Company’s Common Stock (a
“CDI”) for every one ordinary share of ABR held on the Scheme record date.  Please

 FirstName LastNamePaul Weibel
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 FirstName LastNamePaul Weibel
5E Advanced Materials, Inc.
January 5, 2022
Page 3
revise to clarify how you will determine to issue shares of your Common Stock to a
shareholder of ABR, or to instead issue CDIs to such shareholder.
Description of Business
Business Strengths and Key Highlights
Expected Low Cost Operations with Plans and Capabilities to Significantly Expand Capacity,
page 22
4.We note your statements concerning an enhanced Definitive Feasibility Study (eDFS) in
this section and elsewhere in your filing.  Terms such as full, final, comprehensive,
bankable, or definitive feasibility study are regarded as equivalent to a feasibility study
which is defined in Item 1300 of Regulation S-K.

Unless your eDFS is fully compliant with this definition, please rename or remove
references to this study throughout your filing and remove all economic metrics associated
with the eDFS.  Please refer to Items 1300 and 1302(e) of Regulation S-K if you require
further clarification or guidance.
Risk Factors
Risks Relating to Our Business, page 28
5.We note your disclosure in the fourth paragraph on page 30, explaining that your resource
estimate includes some land which is the subject of a mineral lease agreement with
Elementis Specialties plc. Please file this agreement as an exbibit to comply with Item
601(b)(10) of Regulation S-K.
Risk Factors
Our Bylaws will designate the Court of Chancery of the State of Delaware as the sole and
exclusive forum..., page 50
6.We note your disclosure that the forum selection provision in your bylaws will provide
that the Court of Chancery of the State of Delaware will, "to the fullest extent permitted
by applicable law," be the sole and exclusive forum for certain litigation, including any
derivative action. However, Section 7.06 of your bylaws states that "the Court of
Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction,
the federal district court for the District of Delaware) shall be the sole and exclusive
forum" for any derivative action. Please reconcile or advise. In addition, please disclose
whether the provision applies to actions arising under the Exchange Act. In that regard,
we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder. If the provision does not apply to actions arising under the
Exchange Act, please ensure that the exclusive forum provision in your bylaws states this
clearly, or tell us how you will inform investors in future filings that the provision does
not apply to any actions arising under the Exchange Act.

 FirstName LastNamePaul Weibel
 Comapany Name5E Advanced Materials, Inc.
 January 5, 2022 Page 4
 FirstName LastNamePaul Weibel
5E Advanced Materials, Inc.
January 5, 2022
Page 4
7.We note your disclosure that your Bylaws provide that, unless you consent in writing to
the selection of an alternative forum, the federal district courts of the United States will, to
the fullest extent permitted by law, be the sole and exclusive forum for the resolution of
any complaint asserting a cause of action arising under the Securities Act.  Please also
revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Estimates
Impact of the COVID-19 Pandemic, page 55
8.You disclose that you received a one-off loan from the U.S. Department of Treasury in
respect of the COVID-19 pandemic, and this loan was subsequently forgiven and "is
captured under Other income in the amount of $73,115 for the year ended June 30, 2021."
Per review of the table on page 56 and the consolidated statements of operations on page
F-4, this amount is reported as other income for the year ended June 30, 2020.  Please
refer to the guidance in FASB ASC 405-20-40, and revise your disclosure or financial
statements accordingly.
Properties
Fort Cady Integrated Boron Facility, page 63
9.Please expand your project location descriptions regarding Fort Cady on page 63 and Salt
Wells on page 69 to comply with Item 1304(b)(1)(i) of Regulation S-K.
Mineral Resource Estimate
Methodology, page 67
10.Please expand your disclosures of resources using a cutoff grade to include the commodity
prices, metallurgical recovery, and estimated operating costs used to estimate your cutoff
grade to comply with Item 1304(d) and Item 1304(f) of Regulation S-K.
Shares Owned by Certain Beneficial Holders, page 71
11.Please revise the footnotes to your tabular disclosure to identify the natural persons who
are the beneficial owners of the shares held by Virtova Capital Management Limited,
Atlas Precious Metals Inc., and Mayfair Ventures Pte Ltd. Refer to Item 403 of Regulation
S-K and Exchange Act Rule 13d-3.
Description of Registrant's Securities to Be Registered
CDIs, page 88
12.Please expand your discussion in this section to provide additional disclosure regarding
the CDIs. For guidance, you may consider Item 202(f) of Regulation S-K. As examples,
please include additional disclosures related to the conversion of the CDIs to common
stock and vice versa (if applicable), voting procedures for the benefit of the CDI holders,

 FirstName LastNamePaul Weibel
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 FirstName LastName
Paul Weibel
5E Advanced Materials, Inc.
January 5, 2022
Page 5
and the transmission of proxy soliciting material.  In addition, please revise your Exhibits
Index and file the applicable documents pertaining to these securities, such as any
depositary agreement and any document which describes the governing rules for the CDIs,
as exhibits to this registration statement.  In that regard, we note your disclosure on page
50 regarding choice-of-forum provisions in the depositary agreement pursuant to which
your CDIs will be issued.
General
13.We note that you intend to list your common stock on the Nasdaq Stock Market LLC
under Section 12(b) of the Exchange Act. Tell us the listing standard you intend to rely
upon in listing your common stock and specifically confirm whether and how you meet
NASDAQ’s quantitative listing standards. In this regard, it does not appear that you are
relying upon the direct listing standards, considering you have not filed a registration
statement under the Securities Act of 1933.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters.  For questions regarding engineering comments, you
may contact Ken Schuler, Mining Engineer, at (202) 551-3718. Please contact Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Laura Nicholson, Special Counsel, at (202) 551-3584 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Craig A. Roeder