As filed with the Securities and Exchange Commission on January 29, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
5E Advanced Materials, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1400 | 87-3426517 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
9329 Mariposa Road, Suite 210
Hesperia, CA 92344
(442) 221-0225
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Paul Weibel
Chief Executive Officer
5E Advanced Materials, Inc.
9329 Mariposa Road, Suite 210
Hesperia, CA 92344
(442) 221-0225
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Drew Capurro Scott Westhoff Latham & Watkins LLP 650 Town Center Drive, 20th Floor Costa Mesa, CA 92626 (714) 540-1235 |
Matthew Bernstein Justin Grossman Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-7889 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-292988)
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE;
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement (this “Registration Statement”) is being filed by 5E Advanced Materials, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of the Registrant’s Registration Statement on Form S-1 (File No. 333-292988), including all amendments and exhibits thereto (the “Prior Registration Statement”), which the Commission declared effective on January 29, 2026, and is being filed solely for the purpose of increasing the maximum aggregate offering price of shares to be offered in the public offering by $6,000,000. The additional shares of Common Stock that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed in Part II, Item 16 attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hesperia, State of California, on January 29, 2026.
| 5E ADVANCED MATERIALS, INC. | ||||
| By: | /s/ Paul Weibel | |||
| Name: | Paul Weibel | |||
| Title | Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||||
| /s/ Paul Weibel Paul Weibel |
Chief Executive Officer (Principal Executive Officer) |
January 29, 2026 | ||||
| /s/ Joshua Malm Joshua Malm |
Chief Financial Officer, Treasurer and Corporate Secretary (Principal Financial and Accounting Officer) |
January 29, 2026 | ||||
| * Graham van’t Hoff |
Director | January 29, 2026 | ||||
| * Curt Hébert |
Director | January 29, 2026 | ||||
| * Barry Dick |
Director | January 29, 2026 | ||||
| * Bryn Jones |
Director | January 29, 2026 | ||||
| * By: | /s/ Paul Weibel | |
| Paul Weibel | ||
| Attorney-in-fact |