CORRESP

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.

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.

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.