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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
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.
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Securities and Exchange Commission
December 13, 2024
Page 2
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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:
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Please direct any questions or comments regarding this correspondence to our counsel, Drew Capurro of Latham & Watkins LLP, at (714) 755-8008.
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Sincerely,
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/s/ Paul Weibel |
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Paul Weibel |
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Chief Executive Officer |
cc: Drew Capurro, Latham & Watkins LLP
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