Amendment: SEC Form SCHEDULE 13D/A filed by 5E Advanced Materials Inc.
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Mining & Quarrying of Nonmetallic Minerals (No Fuels)
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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5E Advanced Materials, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
33830Q109 (CUSIP Number) |
Jonathan Siegler 300 Crescent Court, Suite 1860, Dallas, TX, 75201 469-398-2205 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 33830Q109 |
| 1 |
Name of reporting person
Bluescape Energy Partners IV GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,130,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
34.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 33830Q109 |
| 1 |
Name of reporting person
BEP Special Situations IV LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,130,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
5E Advanced Materials, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9329 Mariposa Road, Suite 210, Hesperia,
CALIFORNIA
, 92344. | |
Item 1 Comment:
This Amendment No. 10 ("Amendment No. 10") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on December 8, 2023, as amended by Amendment No. 1 filed with the SEC on January 22, 2024, Amendment No. 2 filed with the SEC on June 13, 2024, Amendment No. 3 filed with the SEC on August 27, 2024, Amendment No. 4 filed with the SEC on September 18, 2024, Amendment No. 5 filed with the SEC on January 15, 2025, Amendment No. 6 filed with the SEC on January 16, 2025, Amendment No. 7 filed with the SEC on March 6, 2025, Amendment No. 8 filed with the SEC on March 14, 2025 and Amendment No. 9 filed with the SEC on August 27, 2025 (together, the "Original Schedule 13D"), relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of 5E Advanced Materials, Inc. (the "Issuer") whose principal executive office is located at 9329 Mariposa Road, Suite 210, Hesperia, CA 92344. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported on the Original Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 10 shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented as follows:
On December 4, 2025, the Reporting Persons exercised warrants to purchase 281,636 shares of Common Stock at an exercise price of $3.5507 per share for aggregate consideration of $1 million. The Reporting Persons obtained the funds to purchase the Common Stock through capital contributions from its partners and shareholders. In addition, the Reporting Persons exercised their remaining warrants to purchase Common Stock on a cashless basis, resulting in the issuance of an additional 252,012 shares of Common Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated as follows:
The information contained on the cover pages is incorporated by reference to this Item 5.
The ownership information presented on the cover pages represents beneficial ownership of Common Stock of the Issuer as of the date hereof, based upon 23,511,883 shares of Common Stock outstanding as of December 4, 2025. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5.
Bluescape Energy Partners IV GP LLC is the general partner of Bluescape Energy Recapitalization and Restructuring Fund IV LP, which wholly owns BEP Special Situations IV LLC. As such, Bluescape Energy Partners IV GP LLC may be deemed to have beneficial ownership of the securities held by BEP Special Situations IV LLC. | |
| (c) | Other than as described in this Amendment No. 10, the Reporting Persons have not effected any transactions in the Common Stock in the last 60 days. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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