Filing Details
- Accession Number:
- 0000950170-25-034627
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-05 19:00:00
- Filed By:
- Bluescape Energy Partners IV GP LLC
- Company:
- 5E Advanced Materials Inc.
- Filing Date:
- 2025-03-06
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Bluescape Energy Partners IV GP LLC | 0 | 6,793,262 | 0 | 6,793,262 | 6,793,262 | 41.0% |
| BEP Special Situations IV LLC | 0 | 6,793,262 | 0 | 6,793,262 | 6,793,262 | 41% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
|
5E Advanced Materials, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
33830Q109 (CUSIP Number) |
Jonathan Siegler 300 Crescent Court, Suite 1860, Dallas, TX, 75201 469-398-2205 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/05/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 33830Q109 |
| 1 |
Name of reporting person
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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,793,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 6,793,262 shares of Common Stock, which is adjusted for the 1-for-23 reverse stock split the Issuer consummated on February 14, 2025.
The percent of class is calculated based on 16,587,822 shares of Common Stock outstanding as confirmed by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 33830Q109 |
| 1 |
Name of reporting person
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 Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,793,262.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
41 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported securities represent 6,793,262 shares of Common Stock, which is adjusted for the 1-for-23 reverse stock split the Issuer consummated on February 14, 2025.
The percent of class is calculated based on 16,587,822 shares of Common Stock outstanding as confirmed by the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
5E Advanced Materials, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9329 MARIPOSA ROAD, SUITE 210, HESPERIA,
CALIFORNIA
, 92344. | |
Item 1 Comment:
This Amendment No. 7 ("Amendment No. 7") 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, Amendment No. 2 filed with the SEC on June 13, 2024, Amendment No. 3 filed with the SEC on August 27, 2024, Amendment No. 4 filed with the SEC on September 18, 2024, Amendment No. 5 filed with the SEC on January 15, 2025 and Amendment No. 6 filed with the SEC on January 16, 2025 (together, 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. 7 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. 7 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. 7 is hereby incorporated by reference into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On February 14, 2025, the Issuer effected a 1-for-23 reverse stock split of the Issuer's Common Stock.
On March 4, 2025, the Issuer received stockholder approval to exchange all of the Notes held by the Reporting Persons into an aggregate of 6,793,262 shares of Common Stock. On March 5, 2025, pursuant to the terms of the Exchange Agreement, all of the Notes held by the Reporting Persons were exchanged for an aggregate of 6,793,262 shares of Common Stock. As a result, the Amended and Restated Note Purchase Agreement, as amended, was terminated. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated as follows:
The information set forth in rows (11) and (13) of the cover pages of this Amendment No. 7 are incorporated by reference into this Item 5(a).
As of the date of this Amendment No. 7, the Reporting Persons beneficially own an aggregate of 6,793,262 shares of Common Stock. The Reporting Persons' beneficial ownership represents approximately 41.0% of the outstanding shares of the Common Stock,based on 16,587,822 shares of Common Stock outstanding as confirmed by the Issuer. | |
| (b) | Item 5(b) is hereby amended and restated as follows:
The information set forth in rows (11) and (13) of the cover pages of this Amendment No. 7 are incorporated by reference into this Item 5(b). | |
| (c) | Item 5(c) is hereby amended and restated as follows: Except as otherwise set forth in Item 4 of this Amendment No. 7, none of the Reporting Persons has effected any transaction in Common Stock in the past 60 days. | |
| 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.
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