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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/01/23 5E Advanced Materials, Inc. S-1/A 1/31/23 3:90K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 45K (General Form) 2: EX-5.1 Opinion of Counsel re: Legality HTML 9K 3: EX-23.1 Consent of Expert or Counsel HTML 4K
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" | Power of Attorney (included in the signature page to this registration statement) |
S-1/A |
As filed with the Securities and Exchange Commission on January 31, 2023
Registration No. 333-267803
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
To
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
5E Advanced Materials, Inc.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
Delaware | 1400 | 87-3426517 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
19500 State Highway 249, Suite 125
(346) 439-9656
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Chief Financial Officer
5E Advanced Materials, Inc.
19500 State Highway 249, Suite 125
(346) 439-9656
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
J. Eric Johnson, Esq. Winston & Strawn LLP 800 Capitol Street, Suite 2400 (713) 651-2647 |
Chantel Jordan, Esq. General Counsel 5E Advanced Materials, Inc. 19500 State Highway 249, Suite 125 (346) 439-9656 |
Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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 7(a)(2)(B) of the Securities Act. ☒
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
5E Advanced Materials, Inc. is filing this amendment (this “Amendment No. 2”) to its registration statement on Form S-1 (File No. 33-267803) as an exhibits-only filing, to include an updated 5.1 opinion and related consent as well as an updated auditor consent. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the registration statement, the signature page to the registration statement and the filed exhibits. The remainder of the registration statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. | Exhibits |
(a) Exhibits. The following exhibits are included herein or incorporated herein by reference: The following documents are filed as part of this registration statement:
# | Schedules have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. | |
+ | Management contract or compensatory plan, contract or arrangement. | |
* | Previously filed. | |
** | Filed or furnished herewith. |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on January 31, 2023.
5E ADVANCED MATERIALS, INC. | ||
By: | /s/ Paul Weibel | |
Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Capacity | Date | ||
* |
Principal Executive Officer | January 31, 2023 | ||
Anthony Hall |
(Principal Executive Officer) | |||
/s/ Paul Weibel |
Chief Financial Officer | January 31, 2023 | ||
(Principal Financial Officer) | ||||
* |
Chair of the Board of Directors | January 31, 2023 | ||
David Salisbury | ||||
* |
Director | January 31, 2023 | ||
Sen Ming (Jimmy) Lim | ||||
* |
Director | January 31, 2023 | ||
Graham van’t Hoff | ||||
* |
Director | January 31, 2023 | ||
H. Keith Jennings | ||||
* |
Director | January 31, 2023 | ||
Stephen Hunt |
*By: |
/s/ Paul Weibel | |
Name: |
||
Title: |
Attorney-in-fact |
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 2/1/23 | |||
Filed on: | 1/31/23 | 8-K | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/13/22 5E Advanced Materials, Inc. S-1/A 12/12/22 93:10M Donnelley … Solutions/FA 10/03/22 5E Advanced Materials, Inc. 8-K:4,9 9/27/22 11:151K Donnelley … Solutions/FA 9/28/22 5E Advanced Materials, Inc. 10-K 6/30/22 84:9.1M Donnelley … Solutions/FA 8/31/22 5E Advanced Materials, Inc. 8-K:1,2,3,7 8/26/22 12:10M Donnelley … Solutions/FA 8/11/22 5E Advanced Materials, Inc. 8-K:1,2,3,7 8/11/22 13:1.6M Donnelley … Solutions/FA 2/10/22 5E Advanced Materials, Inc. 10-12B 19:14M Donnelley … Solutions/FA |