Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) 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 (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. 2
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. 2 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:
The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference into this Item 3.
Item 4. Purpose of Transaction
Item 4 is hereby
amended and supplemented as follows:
On June 11, 2024, BEP Special Situations IV LLC (“BEP SS IV”) purchased $3,000,000 in
aggregate principal amount of additional senior secured convertible notes (the “Additional Convertible Notes”) pursuant to that certain Amendment No. 2 to the Amended and Restated Note Purchase Agreement, dated May 28, 2024 (the
“NPA Second Amendment”), by and among the Issuer, Ascend Global Investment Fund SPC for and on behalf of Strategic SP (“Ascend”) and the other parties thereto. The terms of the Additional Convertible Notes are substantially
similar to the Convertible Notes (together with the Additional Notes, the “Notes”). All or any portion of the Notes may be converted at BEP SS IV’s election at any time prior to the close of business on the business day immediately
preceding August 15, 2028. The 2,934,891 and 33,130,810 shares of Common Stock reported as underlying the Additional Convertible Notes and the Convertible Notes, respectively, reflect the maximum number of shares of Common Stock BEP SS IV would
receive assuming the Issuer pays all accrued interest in kind until maturity.
The Additional Convertible Notes were purchased for
investment in the ordinary course of the Reporting Persons’ business and not with the purposes nor with the effect of changing or influencing control of the Issuer nor in connection with or as a participant in any transaction having such
effect.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and supplemented as follows:
(a), (b) As of the date of this Amendment No. 2, the Reporting Persons beneficially own an aggregate of 36,065,702 shares of Common Stock,
which is comprised of (i) 33,130,811 shares of Common Stock underlying the Convertible Notes and (ii) 2,934,891 shares of Common Stock underlying the Additional Convertible Notes, each as beneficially owned by the Reporting Persons and assuming
Issuer pays all accrued interest on the Convertible Notes and the Additional Convertible Notes in kind until maturity. The Reporting Persons’ beneficial ownership represents approximately 36.3% of the outstanding shares of the Common Stock,
based on 63,285,836 shares of Common Stock outstanding as of May 1, 2024, as reported in the Issuer’s Proxy Statement on Schedule 14A, filed on May 20, 2024, as adjusted to include the shares of Common Stock issuable upon conversion
of the outstanding principal of and paid-in-kind interest accrued on the Convertible Notes and the Additional Convertible Notes beneficially owned by the Reporting
Persons.
(c) Except as otherwise set forth in Item 4 of this Amendment No. 2, none of the Reporting Persons has effected any
transaction in Common Stock in the past 60 days.