5E Advanced Materials, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. During our fiscal year end June 30, 2022, management identified a material weakness in our internal control over financial reporting related to a lack of segregation of duties in the administrative rights of our accounting system. As part of our procedures to remediate, we have hired additional accounting personnel and begun implementation of a more robust accounting system. Changes in Internal Control Over Financial Reporting Other than as set forth above, there were no changes in the system of internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 97 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is hereby incorporated by reference to the 2022 Proxy Statement. Item 11. Executive Compensation The information required by this item is hereby incorporated by reference to the 2022 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is hereby incorporated by reference to the 2022 Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is hereby incorporated by reference to the 2022 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by this item is hereby incorporated by reference to the 2022 Proxy Statement. PART IV Item 15. Exhibit and Financial Statement Schedules Financial Statements and report of Independent Registered Public Accounting Firm (PCAOB ID 243 ) Reference is made to Part II Item 8 of this report Financial Statement Schedules Financial statement schedules listed under SEC rules but not included in this report are omitted because they are not applicable or the required information is provided in the notes to our consolidated financial statements. Exhibits The following documents are filed as exhibits hereto: Exhibit Number Exhibit Title 2.1# Scheme Implementation Agreement dated as of October 11, 2021 between American Pacific Borates Limited and 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 3.1 Certificate of Incorporation of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 3.2 Amended and Restated Bylaws of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 4.1** Description of Registrant’s Securities 10.1+ 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 10.2 Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 98 Table of Contents Exhibit Number Exhibit Title 10.3 Mineral Lease Agreement between Fort Cady (California) Corporation and Elementis Specialties, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 10.4 First Amendment to Mineral Lease Agreement between Fort Cady (California) Corporation and Elementis Specialties, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 10.5#+* Offer Letter from Fort Cady (California) Corporation to Mr. Tausch 10.6#+* Offer Letter from Fort Cady (California) Corporation to Mr. Weibel 10.7#+* Offer Letter from Fort Cady (California) Corporation to Mr. Hall 10.8+* Promotion Letter from Fort Cady (California) Corporation to Mr. Weibel 10.9* Letter dated November 4, 2021 by 5E Advanced Materials, Inc. to ASX Limited regarding acknowledgement of CHESS Depositary Nominee (CDN) Function 10.10+* Offer Letter from 5E Advanced Materials, Inc. to Ms. Mehta 10.11+* Offer Letter from 5E Advanced Materials, Inc. to Mr. Hunt 10.12+* Offer Letter from 5E Advanced Materials, Inc. to Mr. Lim 10.13+* Offer Letter from 5E Advanced Materials, Inc. to Mr. Salisbury 10.14** Convertible Note Purchase Agreement dated August 11, 2022 10.15 Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 31, 2022) 21.1 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 23.1** Consent of BDO USA, LLP 31.1** Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2** Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 32.2** Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. 96.1 Initial Assessment Report of Millcreek Mining Group dated as of February 7, 2022 (incorporated by reference to Exhibit 96.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022) 101.INS* XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 99 Table of Contents # Schedules have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. + Management contract or compensatory plan, contract or arrangement. * Previously filed. ** Furnished herewith Item 16. Form 10–K Summary. None. 100 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 5E ADVANCED MATERIALS, INC. By: /s/ Paul Weibel Paul Weibel Chief Financial Officer (Principal Financial Officer) Date: September 28, 2022 POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of 5E Advanced Materials, Inc. hereby severally constitute and appoint Paul Weibel, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and generally to do all things in our names and on our behalf in such capacities to enable 5E Advanced Materials, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all the requirements of the Securities Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ Henri Tausch Henri Tausch Chief Executive Officer and Director (Principal Executive Officer) September 28, 2022 /s/ Paul Weibel Paul Weibel Chief Financial Officer (Principal Financial Officer) September 28, 2022 /s/ George W. Fairchild Jr. George W. Fairchild Jr. Chief Accounting Officer - (Principal Accounting Officer) September 28, 2022 /s/ David Salisbury David Salisbury Chairman of the Board September 28, 2022 /s/ Stephen Hunt Stephen Hunt Director September 28, 2022 /s/ Sen Ming Lim Sen Ming Lim Director September 28, 2022 /s/ Palvi Mehta Palvi Mehta Director September 28, 2022 101