Form SC 13G - Statement of Beneficial Ownership by Certain Investors

 

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  )*

 

 

5E Advanced Materials, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

33830Q109

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐	Rule 13d-1(b)

 

☐	Rule 13d-1(c)

 

☒	Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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1		Names of Reporting Persons    Sen Ming Lim
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Citizenship or Place of Organization    Singapore

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power    28,200
				6		Shared Voting Power    5,128,206
				7		Sole Dispositive Power    28,200
				8		Shared Dispositive Power    5,128,206

9		Aggregate Amount Beneficially Owned by Each Reporting Person    5,156,406
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares    Not Applicable
11		Percent of Class Represented by Amount in Row 9    8.1%
12		Type of Reporting Person    IN

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1		Names of Reporting Persons    Virtova Capital Management Limited
2		Check the Appropriate Box if a Member of a Group  (a) ☐  (b) ☐
3		SEC Use Only
4		Citizenship or Place of Organization    Singapore

Number of Shares  Beneficially  Owned by Each Reporting Person With				5		Sole Voting Power    0
				6		Shared Voting Power    5,128,206
				7		Sole Dispositive Power    0
				8		Shared Dispositive Power    5,128,206

9		Aggregate Amount Beneficially Owned by Each Reporting Person    5,128,206
10		Check if the Aggregate Amount in Row (9) Excludes Certain Shares    Not Applicable
11		Percent of Class Represented by Amount in Row 9    8.1%
12		Type of Reporting Person    FI

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ITEM 1.

(a) Name of Issuer:

5E Advanced Materials, Inc. (the “Issuer”).

 

(b)

Address of Issuer’s Principal Executive Offices:

9329 Mariposa Road, Suite 210, Hesperia, CA 92344.

 

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(1) Sen Ming Lim

(2) Virtova Capital Management Limited (“Virtova”)

 

(b)

Address or Principal Business Office:

The principal business address of each of the Reporting Persons is Room 1104, Crawford House, 70 Queen Road Central Central, Hong Kong, SAR.

 

(c)

Citizenship:

Mr. Lim is a citizen of Singapore. Virtova is organized under the laws of Singapore.

 

(d)

Title of Class of Securities:

Common stock, par value $0.01 per share (“Common Stock”).

 

(e)

CUSIP Number:

33830Q109

 

ITEM 3.

Not applicable.

 

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of the shares of Common Stock as of the date of this filing, based upon 63,311,472 shares of Common Stock outstanding as of June 11, 2024 as disclosed in the Issuer’s Form S-3 Registration Statement, filed with the Securities and Exchange Commission on June 13, 2024.

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Reporting Person		Amount beneficially owned				Percent of class:				Sole power to vote or to direct the vote:				Shared power to vote or to direct the vote:				Sole power to dispose or to direct the disposition of:				Shared power to dispose or to direct the disposition of:
Sen Ming Lim			5,156,406				8.1	%			28,200				5,128,206				28,200				5,128,206
Virtova Capital Management Limited			5,128,206				8.1	%			0				5,128,206				0				5,128,206

Mr. Lim is the record holder of 28,200 shares of Common Stock reported herein. Virtova is the record holder of 5,128,206 shares of Common Stock reported herein.

Mr. Lim is the Managing Director and Founder of Virtova. As a result, he may be deemed to share beneficial ownership of the shares of Common Stock held directly by Virtova.

 

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

 

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

 

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

 

ITEM 10.

Certification.

Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 9, 2024

 

Sen Ming Lim
/s/ Paul Weibel
Attorney in Fact for Sen Ming Lim
Virtova Capital Management Limited
By:		/s/ Paul Weibel
		Attorney-in-Fact for Sen Ming Lim,
		Managing Director

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LIST OF EXHIBITS

 

Exhibit No.		Description
24.1		Power of Attorney for Virtova Capital Management Limited
24.2		Power of Attorney for Sen Ming Lim
99		Joint Filing Agreement.

 

Exhibit 24.1

SECTION 16 AND FORM 144

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by 5E Advanced Materials, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.

execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder, and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and

 

2.

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any amendment or amendments thereto, and to timely file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment thereto, with the United States Securities and Exchange Commission and any stock exchange or similar authority.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act, or Rule 144 under the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4^th day of July, 2024

 

Virtova Capital Management Limited
By:		/s/ Sen Ming Lim
Name:		Sen Ming Lim
Title:		Managing Director

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Schedule A

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,

WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

 

1.	Paul Weibel

 

2.	Joshua Malm

Exhibit 24.2

POWER OF ATTORNEY

FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144

IN RESPECT OF SECURITIES OF

5E ADVANCED MATERIALS, INC.

The undersigned hereby constitutes and appoints each of Paul Weibel, Chantel Jordan, Craig Roeder and Christopher Lapp as the undersign’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for the undersigned in his or her name and stead in any and all capacities, to sign and file for and on the undersign’s behalf, in respect of any acquisition, disposition or other change in ownership of any securities of 5E Advanced Materials, Inc., a Delaware corporation (the “Company”), the following:

(a) any Form ID to be filed with the Securities and Exchange Commission (the “SEC”);

(b) any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;

(c) any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;

(d) any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;

(e) any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and

(f) any and all agreements, certificates, receipts, or other documents in connection therewith. The undersigned hereby gives full power and authority to the attorney-in-fact to seek and obtain as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release such information to the undersigned and approves and ratifies any such release of information. The undersigned hereby grants unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or substitute may do or cause to be done by virtue hereof.

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The undersigned acknowledges that:

(a) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirement of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(b) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

 

Date: February 7, 2022
				Signature:		/s/ Sen Ming Lim
				Name:		SEN MING LIM

CUSIP No. 33830Q109		Schedule 13G		Page 1 of 1

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 9^th day of July, 2024

 

Sen Ming Lim
/s/ Sen Ming Lim
Virtova Capital Management Limited
By:		/s/ Sen Ming Lim
Name:		Sen Ming Lim
Title:		Managing Director

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