8-K

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

Date of Report (Date of Earliest Event Reported): March 15, 2022

5E ADVANCED MATERIALS, INC.

(Exact Name of Registrant as Specified in Charter)

19500 STATE HIGHWAY 249, SUITE 125, HOUSTON, TEXAS 77070

(Address of Principal Executive Offices)

(Zip Code)

(346) 439-9656

(Registrant’s Telephone Number, Including Area Code)

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 Exchange 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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.  ☐

On March 15, 2022, 5E Advanced Materials, Inc. (the “Company”) issued a press release announcing the listing of its shares on the Nasdaq Global Select Market. A copy of the press release issued by the Company is attached as Exhibit 99.1 and is incorporated herein by reference.

The forgoing information is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such Section.

(d) Exhibits.

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.

EX-99.1

Exhibit 99.1

5E ADVANCED MATERIALS COMMENCES TRADING ON NASDAQ

HIGHLIGHTS

5E Advanced Materials, Inc. (Nasdaq:FEAM) (ASX:5EA) (“5E” or the “Company”) is pleased to announce that its’ primary U.S. listing is now effective with the commencement of trading on the Nasdaq Global Select Market (“Nasdaq”) on March 15, 2022 under ticker symbol “FEAM.”

5E’s CHESS Depositary Interests (“CDIs”) will continue to trade on the Australian Securities Exchange (“ASX”) under ticker symbol “5EA.” Each FEAM share represents ten (10) 5EA CDIs.

In support of the Nasdaq listing, the Company has begun extensive investor outreach and non-deal marketing efforts in the U.S. with assistance from its capital markets advisor, BofA Securities.

Commenting on the commencement of Nasdaq trading, 5E CEO, Henri Tausch, said:

“Our Nasdaq listing delivers another important milestone for the Company, and I am incredibly proud of the team who have workeddiligently to deliver a successful U.S. listing. We also look forward to working with U.S. and other Nasdaq investors in our pursuit to become a vertically integrated global leader in boron advanced materials.

Although relatively unknown, boron is a scarce resource and critical input to many traditional and future facing decarbonizationapplications, including permanent magnets, electric vehicles, wind turbines, and micronutrients. Accelerating worldwide demand and limited supply from international, unstable sources is driving the need for a new, domestic source of boron. 5E iswell positioned to provide this critical source as we operate the largest known new conventional boron deposit globally, which is located in Southern California and designated Critical Infrastructure by the U.S. government.

We are in the Right Place, at the Right Time, with the Right Asset.”

About 5E Advanced Materials, Inc.

5E Advanced Materials, Inc. (Nasdaq:FEAM) (ASX:5EA) is positioned to become a vertically integrated global leader in BORON+ advanced materials with a focus on enabling decarbonization. BORON+ products target critical, high value applications within electric transportation, clean energy, food and domestic security. 5E’s advanced materials business is underpinned by its low cost, light environmental touch boron resource in Southern California, which is designated Critical Infrastructure by the U.S. government and serves as the largest known new conventional boron deposit globally. 5E’s resource quality, domestic supply source, and downstream processing capabilities provide a competitive advantage given customer product specifications, scarcity of resource, and reliance on unstable, international supply. There is an increasing call for a new stable source of BORON+ as U.S. and rest of world demand accelerates and 5E is strategically positioned to answer this call. We are in the Right Place, at the Right Time, with the Right Asset.

Forward Looking Statements

This press release contains ‘forward-looking information’ that is based on the Company’s expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to the Company’s business strategy, plans, development, objectives, performance, outlook, growth, cash flow, projections, targets and expectations, mineral reserves and resources, results of exploration and related expenses. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as ‘outlook’, ‘anticipate’, ‘project’, ‘target’, ‘potential’, ‘likely’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘would’, ‘could’, ‘should’, ‘scheduled’, ‘will’, ‘plan’, ‘forecast’, ‘evolve’ and similar expressions. Persons reading this announcement are cautioned that such statements are only predictions, and that the Company’s actual future results or performance may be materially different. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information.

Authorized for release by: Henri Tausch, Chief Executive Officer

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