Sec Form 3 Filing - Ascend Global Investment Fund SPC - Strategic Segregated Portfolio @ 5E Advanced Materials, Inc. - 2024-01-18

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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ascend Global Investment Fund SPC - Strategic Segregated Portfolio
2. Issuer Name and Ticker or Trading Symbol
5E Advanced Materials, Inc. [ FEAM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1 KIM SENG PROMENADE #10-01 EAST TOWER
3. Date of Earliest Transaction (MM/DD/YY)
01/18/2024
(Street)
GREAT WORLD CITY, U0237994
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 5,365,854 I See footnotes ( 1 ) ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Notes ( 2 ) ( 2 ) 08/15/2028 Common Stock 33,130,810.5 I See footnotes ( 1 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ascend Global Investment Fund SPC - Strategic Segregated Portfolio
1 KIM SENG PROMENADE #10-01 EAST TOWER
GREAT WORLD CITY, U0237994
X
Meridian Investments Corp
1 KIM SENG PROMENADE, #10-01 EAST TOWER
GREAT WORLD CITY, U0237994
X
Ascend Capital Advisors (S) Pte. Ltd.
1 KIM SENG PROMENADE, #10-01 EAST TOWER
GREAT WORLD CITY, U0237994
X
Ascend Financial Holdings Ltd
1 KIM SENG PROMENADE, #10-01 EAST TOWER
GREAT WORLD CITY, U0237994
X
Susanto Halim
1 KIM SENG PROMENADE, #10-01 EAST TOWER
GREAT WORLD CITY, U0237994
X
Signatures
Ascend Global Investment Fund SPC for and on behalf of Strategic SP /s/ Mulyadi Tjandra By: Mulyadi Tjandra Title: Director 01/29/2024
Signature of Reporting Person Date
Meridian Investments Corporation /s/ Mulyadi Tjandra By: Mulyadi Tjandra Title: Director 01/29/2024
Signature of Reporting Person Date
Ascend Capital Advisors (S) Pte. Ltd. /s/ Mulyadi Tjandra By: Mulyadi Tjandra Title: Director 01/29/2024
Signature of Reporting Person Date
Ascend Financial Holdings Limited By: EFS ASIA V LTD, Director /s/ Reeja Prathiban By: Reeja Prathiban Title: Authorized Signatory 01/29/2024
Signature of Reporting Person Date
/s/ Halim Susanto 01/29/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of common stock, par value $0.01 per share (the "Common Stock") of 5E Advanced Materials, Inc., a Delaware corporation (the "Issuer") are held of record by Ascend Global Investment Fund SPC for and on behalf of Strategic SP ("Ascend Global").
( 2 )Ascend Global and Meridian Investments Corporation ("Meridian") each purchased $15,890,325 aggregate principal amount of the Issuer's 4.50% senior secured convertible notes (the "Convertible Notes") from BEP Special Situations IV LLC ("BEP") pursuant to the Amended and Restated Note Purchase Agreement (the "Amended and Restated Note Purchase Agreement"), dated of January 18, 2024, by and among the Issuer, BEP, Ascend Global and Meridian. All or any portion of the Convertible Notes may be converted at Ascend's and Meridian's election at any time prior to the close of business on the business day immediately preceding the maturity date. Each of Ascend Global and Meridian is the record holder of Convertible Notes that are currently convertible into 16,565,405.25 shares of Common Stock, issuable upon conversion of the outstanding principal of and paid-in-kind interest accrued on the Convertible Notes, and assuming all interest is paid-in-kind until the maturity date.
( 3 )Ascend Global is the sole shareholder of Meridian, and as a result may be deemed to share beneficial ownership of the securities held of record by Meridian. Ascend Financial Holdings Limited is the sole shareholder of Ascend Capital Advisors (S) Pte. Ltd., which is the sole partner of Ascend Global. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities beneficially owned by Ascend Global. By virtue of his control of Ascend Financial, Mr. Susanto may also be deemed to share beneficial ownership of the securities beneficially owned by Ascend Global under Section 13(d) of the Securities Exchange Act of 1934 (as amended) and the rules promulgated by the U.S. Securities and Exchange Commission thereunder. Mr. Susanto disclaims beneficial ownership of the securities beneficially owned by Ascend Global.

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