5E Advanced Materials Inc 美国股票招股说明书（2025-06-04版）

Up to 2,021,751 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the Selling Stockholders named in this prospectus of up to 2,021,751 shares(the “Shares”) of common stock, par value $0.01 per share, of 5EAdvancedMaterials, Inc. (the “Company”). The Shares were initially sold by theCompany to the Selling Stockholders pursuant to Subscription Agreements dated May12, 2025 and May13, 2025, respectively (the “Subscription We will not receive any proceeds from any sale of the Shares by the Selling Stockholders. We will pay the expenses associated with the sale ofsecurities pursuant to this prospectus. We are registering the resale of the Shares pursuant to registration rights granted to the Selling Stockholders under the Subscription Agreements.Our registration of the Shares does not mean that the Selling Stockholders will sell or transfer any of the securities offered hereby. The Selling Our common stock is listed on the Nasdaq Global Select Market under the symbol “FEAM.” Our CHESS Depositary Interests (“CDIs”) are listedon the Australian Securities Exchange under the symbol “5EA” with ten CDIs representing an interest in one share of our common stock. On June 3, We are an “emerging growth company” and “smaller reporting company” under federal securities laws and, as such, are subject to reduced publiccompany reporting requirements. Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning onpage9 of this prospectus and any similar section contained in any applicable prospectus supplement concerning factorsyou should consider before investing in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is June 4, 2025. TABLE OF CONTENTS Page12346 ABOUT THIS PROSPECTUSTRADEMARKS AND TRADE NAMESCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3that we filed with the Securities and Exchange Commission (the “SEC”) using a“shelf” registration process. Under this shelf registration process, the Selling Stockholders may sell the Shares from time to time and in one or more This prospectus provides you with a general description of the shares of our common stock, par value $0.01per share, which may be offered. Eachtime the Selling Stockholders sell the Shares, we or the Selling Stockholders may provide a prospectus supplement or free writing prospectus thatcontains specific information about the terms of the offered shares and the offering, including a detailed description of the specific amount or amounts ofcommon stock to be offered, the prices of the shares of common stock, the name of any agent, underwriter or dealer to or through which the shares of A prospectus supplement or free writing prospectus may also add, update or change information included in this prospectus. Any statementcontained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in suchprospectus supplement or free writing prospectus modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part We and the Selling Stockholders have not authorized anyone to provide any information or to make any representations other than those containedin this prospectus, any accompanying prospectus supplement or any free writing prospectus we have prepared. Neither we nor the Selling Stockholderstake any responsibility for, nor provide any assurance as to the reliability of, any other information that others may give you. This prospectus is an offerto sell only the common stock offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. No dealer, salesperson orother person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or anyrelated free writing prospectus. This prospectus is not an offer to sell common stock, and it is not soliciting an offer to buy common stock, in anyjurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement This prospectus contains or incorporates by reference, and any applicable prospectus supplement or free writing prospectus may contain andincorporate by reference, summaries of certain provisions contained in some of the documents described herein, but reference is made to the actualdocuments for complete information. All of the summaries are qualified in their entirety by the full text of such documents. Copies of some of the Notice to investors outside the United St