Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

5E Advanced Materials, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

33830Q109

(CUSIP Number)

June 11, 2024

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1.		Names of Reporting Persons    Bluescape Energy Partners IV GP LLC
2.		Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)    OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)    ☐
6.		Citizenship or Place of Organization    Delaware

Number of Shares Beneficially  Owned By Each Reporting Person With				7.		Sole Voting Power    0
				8.		Shared Voting Power    36,065,702(1)
				9.		Sole Dispositive Power    0
				10.		Shared Dispositive Power    36,065,702(1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    36,065,702(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)    36.3%(2)
14.		Type of Reporting Person (See Instructions)    OO

 

(1)	Represents 36,065,702 shares of Common Stock (as defined below) issuable upon conversion of the outstanding principal of and paid-in-kind interest accrued on the Notes (as defined below).

(2)

Calculated based on 63,285,836 shares of Common Stock outstanding as of May 1, 2024, as reported in the Issuers Proxy Statement on Schedule 14A, filed on May 20, 2024, as increased by the 36,065,702 shares of Common Stock issuable upon conversion of the outstanding principal of and paid-in-kind interest accrued on the Notes beneficially owned by the Reporting Persons.

1.		Names of Reporting Persons    BEP Special Situations IV LLC
2.		Check The Appropriate Box if a Member of a Group (See Instructions)  (a) ☐  (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)    OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)    ☐
6.		Citizenship or Place of Organization    Delaware

Number of Shares Beneficially  Owned By Each Reporting Person With				7.		Sole Voting Power    0
				8.		Shared Voting Power    36,065,702(1)
				9.		Sole Dispositive Power    0
				10.		Shared Dispositive Power    36,065,702(1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person    36,065,702(1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)    36.3%(2)
14.		Type of Reporting Person (See Instructions)    OO

 

(1)	Represents 36,065,702 shares of Common Stock issuable upon conversion of the outstanding principal of and paid-in-kind interest accrued on the Notes.

(2)

Calculated based on 63,285,836 shares of Common Stock outstanding as of May 1, 2024, as reported in the Issuers Proxy Statement on Schedule 14A, filed on May 20, 2024, as increased by the 36,065,702 shares of Common Stock issuable upon conversion of the outstanding principal of and paid-in-kind interest accrued on the Notes beneficially owned by the Reporting Persons.

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 IVs 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 Issuers 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.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

On May 28, 2024, BEP SS IV, Ascend and the other parties thereto executed the NPA Second Amendment, as summarized in Item 4 of this Amendment No. 2.

On June 11, 2024, BEP SS IV, Ascend and the other parties thereto executed the Second Amended and Restated Investor and Registration Rights Agreement, pursuant to which BEP SS IV received customary registration rights with respect to the Additional Convertible Notes and continues to have the right to designate a director to serve on the Issuers board of directors.

Item 7. Material to be Filed as Exhibits.

Exhibit 9. Amendment No. 2 to the Amended and Restated Note Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed on May 28, 2024).

Exhibit 10. Second Amended and Restated Investor and Registration Rights Agreement (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed on June 11, 2024).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: June 13, 2024				BLUESCAPE ENERGY PARTNERS IV GP LLC
				By: Bluescape Resources GP Holdings LLC
				Its: Managing Member
				By:		/s/ Jonathan Siegler
				Name: Jonathan Siegler
				Title: Managing Director and Chief Financial Officer
				BEP SPECIAL SITUATIONS IV LLC
				By:		/s/ Jonathan Siegler
				Name: Jonathan Siegler
				Title: Managing Director and Chief Financial Officer