8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Susan Brennan to the Board of Directors

On June 3, 2023, Susan Brennan was appointed as a non-independent director of 5E Advanced Materials, Inc. (the “Company”). Ms. Brennan has served as the Company’s Chief Executive Officer since April 24, 2023. For additional details regarding Ms. Brennan, see our current report on Form 8-K filed on March 21, 2023. Ms. Brennan will not serve on any Board committees. Ms. Brennan does not have any family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intends to be a party, in which Ms. Brennan has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings with any other person pursuant to which Ms. Brennan was appointed as a director.

Item 7.01 Regulation FD Disclosure.

Appointment of Susan Brennan to the Board of Directors

On June 5, 2023, the Company issued a press release announcing the appointment of Ms. Brennan to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(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

5E ADVANCED MATERIALS APPOINTS SUSAN SEILHEIMER BRENNAN TO THE BOARD OF DIRECTORS

HESPERIA, CA., June 5, 2023 (GLOBE NEWSWIRE) - 5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) (5E or the Company), a boron and lithium company with U.S. government Critical Infrastructure designation for its 5E Boron Americas (Fort Cady) Complex, is pleased to announce the appointment of current CEO, Ms. Susan Seilheimer Brennan, as a director to the Board.

Ms. Brennan recently joined the Company as Chief Executive Officer to lead the strategy of becoming a fully integrated and globally significant producer of boron, lithium and advanced materials, based in the United States of America. The appointment will leverage her leadership and operations experience to bolster the Board at a pivotal time as the Company approaches first production of boron and lithium from its initial facility at the 5E Boron Americas (Fort Cady) Complex, located in southern California.

Authorized for release by: David Salisbury, Chairman of the Board of Directors

For further information contact:

About 5E Advanced Materials, Inc.

5E Advanced Materials, Inc. (Nasdaq: FEAM) (ASX: 5EA) is focused on becoming a vertically integrated global leader and supplier of boron specialty and advanced materials, complemented by lithium co-product production. The Company’s mission is to become a supplier of these critical materials to industries addressing global decarbonization, food and domestic security. Boron and lithium products will target applications in the fields of electric transportation, clean energy infrastructure, such as solar and wind power, fertilizers, and domestic security. The business strategy and objectives are to develop capabilities ranging from upstream extraction and product sales of boric acid, lithium carbonate and potentially other co-products, to downstream boron advanced material processing and development. The business is based on our large domestic boron and lithium resource, which is in Southern California and designated as Critical Infrastructure by the Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency.

U.S. HEADQUARTERS

9329 Mariposa Road, Suite 210

Hesperia, Ca., 92344, USA

T: +1 (442) 221-0225

E: info@5Eadvancedmaterials.com

Nasdaq: FEAM

ASX: 5EA

ARBN: 655 137 17