5E Advanced Materials Inc. filed SEC Form 8-K: Other Events

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☒

Item 8.01 Other Events.

As previously reported, in connection with the closing of its restructuring and recapitalization transactions in March 2025, 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), issued warrants to purchase up to an aggregate of 5,632,692 shares of common stock to BEP Special Situations IV LLC (“Bluescape”), Meridian Investments Corporation (“Meridian”) and Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (“Ascend” and, collectively with Bluescape and Meridian, the “Warrant Holders”), comprised of (i) a warrant to purchase up to 2,816,346 shares of common stock to Bluescape and (ii) warrants to purchase up to 1,408,173 shares of common stock to each of Meridian and Ascend (collectively, the “Warrants”).

On December 4, 2025, the Company entered into an amendment (each, a “Warrant Amendment”) with each Warrant Holder, pursuant to which each Warrant was amended to permit the holder thereof to exercise such Warrant on a cashless basis once at least 10% of the initial number of shares underlying the warrant (the “Warrant Shares”) had been exercised for cash.

In connection with and pursuant to the Warrant Amendments, each Warrant Holder also exercised its Warrant in full, in each case consisting of a cash exercise for 10% of the Warrant Shares and a cashless exercise for the remaining 90% of such Warrant. Such exercises collectively resulted in aggregate gross proceeds to the Company of approximately $2.0 million and the issuance of an aggregate of 1,067,296 shares of common stock. Following such exercises, as of December 8, 2025, the Company had 23,511,883 shares of common stock issued and outstanding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.