5E Advanced Materials Inc美股招股说明书(2025-06-04版)

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 of be sold in the section entitled “Plan of Distribution” beginning on page 18.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 3,2025, the last reported sale price of our common stock was $4.40 per share. company reporting requirements. page9 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 or DESCRIPTION OF CAPITAL STOCK PLAN OF DISTRIBUTIONLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE 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 ofcommon stock may be sold and a description of any arrangement with such agent, underwriter or dealer, and information about any securities exchange 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 Any statementcontained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in suchprospectus supplement or free writing prospectus modifies or supersedes such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 partof this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.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 incorporate 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 thedocuments referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which thisprospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information” and“Incorporation by Reference.” the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering anddistribution of this prospectus outside the United States.1 contract, agreement or other document are not necessarily complete. For each of these contracts, agreements or documents filed as an exhibit to theregistration statement, we refer you to the actual exhibit for a more complete description of the matters involved. When used in this prospectus and any prospectus supplement, unless otherwise specified or the context otherwise requires, the terms the“Company,” “we,” “our,” and “us” refer to 5E Advanced Materials Inc. together with its co