5E Advanced Materials Launches Offering Of 8,720,930 Shares To Raise Up To $30M

5E Advanced Materials, Inc.

8,720,930 Shares of Common Stock

We are offering up to $30.0 million of shares of our common stock, par value $0.01 per share ("the Common Stock"), based on an assumed public offering price of $3.44, the last reported sale price of our Common Stock on the Nasdaq Global Select Market ("Nasdaq"). The public offering price per share will be determined between us and Konik Capital Partners, LLC (the "placement agent") based on market conditions at the time of pricing, and may be at a discount to the then-current market price of our Common Stock. Therefore, the recent market price of our Common Stock referenced in this preliminary prospectus may not be indicative of the final offering price per Unit.

Our Common Stock is listed on Nasdaq under the symbol "FEAM." Our CHESS Depositary Interests ("CDIs") are listed on the Australian Securities Exchange under the symbol "5EA" with ten CDIs representing an interest in one share of our Common Stock. On January 26, 2026, the last reported sale price of our Common Stock on Nasdaq was $3.44 per share.

We have engaged the placement agent to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the placement agent the fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. See "Risk Factors" for more information regarding risks related to this offering. We will bear all costs associated with the offering. See "Plan of Distribution" for more information regarding these arrangements.

We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.