5E Advanced Materials Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedJune 30,2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromtoCommission File Number001-41279 (Exact name of Registrant as specified in its Charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☒If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately$37.2millionas ofDecember 31, 2024 (based on the last reported sale price of such stock on the Nasdaq Global Select Market on that date).As of September 28, 2025, the number of shares outstanding of the registrant’s common stock was22,444,587. TABLE OF CONTENTS Forward Looking InformationRisk Factor Summary PART I Items 1 and 2.Business and PropertiesBusiness OverviewPropertiesItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities62Item 6.[Reserved]62Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations63Item 7A.Quantitative and Qualitative Disclosures About Market Risk76Item 8.Financial Statements and Supplementary Data77Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure108Item 9A.Controls and Procedures108Item 9B.Other information108Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections109 PART III Item 10.Directors, Executive Officers and Corporate Governance110Item 11.Executive Compensation111Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters111Item 13.Certain Relationships and Related Transactions, and Director Independence113Item 14.Principal Accountant Fees and Services114 PART IV Item 15.Exhibits and Financial Statement Schedules115Item 16.Form 10-K Summary118 Signatures119 Selected Definitions •“5E Boron Americas” refers to 5E Boron Americas, LLC (f/k/a Fort Cady (California) Corporation).•“ABR” refers to American Pacific Borates Limited, a company incorporated under the laws of Australia.•“ASX” refers to the Australian Securities Exchange.•“Board” refers to the 5E Advanced Materials, Inc. Board of Directors.•“Bylaws” refers to the Amended and Restated Bylaws of 5E Advanced Materials, Inc.•“CDI” refers to a CHESS Depositary Interest.•“CERLA” refers to the Compreh