---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-24-005566"
form_type: "8-K"
ticker: "FEAM"
cik: "0001888654"
company_name: "5E Advanced Materials, Inc."
filed_at: "2024-01-19T23:59:59+00:00"
generated_at: "2026-06-06T21:28:58.823656+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# 5E Advanced Materials closes $10M equity tranche, restructures convertible notes, doubles authorized shares

## Summary
- First closing of $10M equity: 5,365,854 shares each to Ascend and 5ECAP at $1.025/share.
- Amended convertible notes: $66.3M principal convertible at $1.5375, maturity Aug 2028, interest 4.5% or 10% PIK.
- Cash covenant waived through June 2024 then reduced from $10M to $7.5M; half of Bluescape notes bought by Ascend and Meridian.
- Shareholder-approved charter amendment increases authorized common shares from 180M to 360M.
- Second tranche of additional equity (up to $7.5M) expected to close Jan 29, 2024.

## SEC filing metadata
- accession: 0000950170-24-005566
- form_type: 8-K
- ticker: FEAM
- cik: 0001888654
- company_name: 5E Advanced Materials, Inc.
- filed_at: 2024-01-19T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1888654/000095017024005566/0000950170-24-005566-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1888654/000095017024005566/feam-20240112.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-24-005566
- JSON: https://secwatch.observer/filing/0000950170-24-005566.json
- Plain text: https://secwatch.observer/filing/0000950170-24-005566.txt

## Key facts
- Debt Financings
  5E Advanced Materials, Inc. amended convertible notes with BEP Special Situations IV LLC, Ascend Global Investment Fund SPC, Meridian Investments Corporation at 4.50% per annum, payable semi-annually, or 10.00% per annum if the Company elect maturing August 15, 2028.
  - Instrument: convertible notes
  - Counterparty: BEP Special Situations IV LLC, Ascend Global Investment Fund SPC, Meridian Investments Corporation
  - Rate: 4.50% per annum, payable semi-annually, or 10.00% per annum if the Company elect
  - Maturity: August 15, 2028
  - Event: amendment
  source text: On January 18, 2024, in connection with its previously announced restructuring transactions, 5E Advanced Materials, Inc. (the “ Company ”) entered into the Amended and Restated Note Purchase Agreement (the “ Amended and Restated Note Purchase Agreement ”) by and among the Company, BEP Special Situations IV LLC (“ Bluescape ”), Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (“ Ascend ”), and Meridian Investments Corporation (“ Meridian ”), related to the Company’s 4.50% senior secured convertible notes (the “ Convertible Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017024005566/0000950170-24-005566-index.htm
- Governance Changes
  5E Advanced Materials, Inc.: Increased authorized shares of Common Stock from 180,000,000 to 360,000,000 via Amended and Restated Certificate of Incorporation (effective 2024-01-12).
  - Change: charter amendment
  - Effective: 2024-01-12
  source text: On January 12, 2024, the Company, following receipt of approval of the Charter Amendment Proposal, filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017024005566/0000950170-24-005566-index.htm
- Material Agreements
  5E Advanced Materials, Inc. amended Amended and Restated Note Purchase Agreement with BEP Special Situations IV LLC, Ascend Global Investment Fund SPC, Meridian Investments Corporation (effective 2024-01-18).
  - Action: amendment
  - Agreement: notes offering
  - Counterparty: BEP Special Situations IV LLC, Ascend Global Investment Fund SPC, Meridian Investments Corporation
  - Effective: 2024-01-18
  source text: On January 18, 2024, in connection with its previously announced restructuring transactions, 5E Advanced Materials, Inc. (the “ Company ”) entered into the Amended and Restated Note Purchase Agreement (the “ Amended and Restated Note Purchase Agreement ”) by and among the Company, BEP Special Situations IV LLC (“ Bluescape ”), Ascend Global Investment Fund SPC, for and on behalf of Strategic SP (“ Ascend ”), and Meridian Investments Corporation (“ Meridian ”), related to the Company’s 4.50% senior secured convertible notes (the “ Convertible Notes ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017024005566/0000950170-24-005566-index.htm
- Material Agreements
  5E Advanced Materials, Inc. entered into Amended and Restated 5ECAP Subscription Agreement with Ascend Global Investment Fund SPC, 5ECAP, LLC (effective 2024-01-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Ascend Global Investment Fund SPC, 5ECAP, LLC
  - Effective: 2024-01-18
  source text: On January 18, 2024, the Company entered into an amended and restated subscription agreement (the “ Amended and Restated 5ECAP Subscription Agreement ”), by and among the Company, Ascend, and 5ECAP.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1888654/000095017024005566/0000950170-24-005566-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.