Ascend Global Fund Takes 9.99% Stake in 5E Advanced Materials

TL;DR

**Ascend Global just bought 9.99% of 5E Advanced Materials, watch for potential activist moves.**

AI Summary

Ascend Global Investment Fund SPC, along with its affiliates Ascend Capital Advisors (S) Pte. Ltd., Ascend Financial Holdings Ltd, and Halim Susanto, has acquired a significant stake in 5E Advanced Materials, Inc. This group now beneficially owns 5,200,000 shares of Common Stock, representing 9.99% of the company's outstanding shares. The acquisition, which triggered the filing on January 18, 2024, indicates a substantial new investor taking a near-10% position, which could signal a belief in the company's future or potential for activist involvement.

Why It Matters

A new large investor taking a significant stake often signals confidence in the company's prospects or could precede calls for strategic changes, impacting stock valuation.

Risk Assessment

Risk Level: medium — While a new large investor can be positive, a near-10% stake could lead to activist pressure, creating uncertainty around future company direction.

Analyst Insight

A smart investor would monitor future filings from Ascend Global Investment Fund SPC for any indication of activist intent or further share acquisitions, as a near-10% stake often precedes engagement with management.

Key Numbers

• 5,200,000 — shares beneficially owned (total shares acquired by the reporting group)
• 9.99% — percentage of class outstanding (the ownership stake of the reporting group in 5E Advanced Materials, Inc.)

Key Players & Entities

• Ascend Global Investment Fund SPC - Strategic Segregated Portfolio (company) — reporting person and beneficial owner
• 5E Advanced Materials, Inc. (company) — subject company
• Ascend Capital Advisors (S) Pte. Ltd. (company) — group member
• Ascend Financial Holdings Ltd (company) — group member
• Halim Susanto (person) — group member
• Mulyadi Tjandra (person) — person authorized to receive notices

Forward-Looking Statements

• Ascend Global Investment Fund SPC may seek board representation or influence strategic decisions at 5E Advanced Materials, Inc. (Ascend Global Investment Fund SPC) — medium confidence, target: Next 6-12 months
• The stock price of 5E Advanced Materials, Inc. could see increased volatility due to speculation around Ascend Global's intentions. (5E Advanced Materials, Inc.) — medium confidence, target: Next 3 months

FAQ

Key Financial Figures

• $0.01 — o the shares of common stock, par value $0.01 per share (the “Common Stock&rdqu
• $5,000,000 — suer for an aggregate purchase price of $5,000,000 (the “First Closing”). Such
• $15,890,325 — cend Global and Meridian each purchased $15,890,325 aggregate principal amount of the Issue
• $32,591,056.58 — hase price of the Convertible Notes was $32,591,056.58. CUSIP No. 33830Q109 13D Page 7 of 1
• $1.5375 — f Common Stock at a conversion price of $1.5375 per share of Common Stock (including ac
• $10 million — uction in such covenant thereafter from $10 million to $7.5 million. Amended and Restated
• $7.5 million — covenant thereafter from $10 million to $7.5 million. Amended and Restated Investor Rights

Filing Documents

• tm244351d1_sc13d.htm (SC 13D) — 120KB
• tm244351d1_ex1.htm (EX-1) — 11KB
• 0001104659-24-007802.txt ( ) — 132KB

Identity and Background

Item 2. Identity and Background. The Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): Meridian Investments Corporation (“Meridian”); Ascend Global Investment Fund SPC for and on behalf of Strategic SP (“Ascend Global”); Ascend Capital Advisors (S) Pte. Ltd. (“Ascend Capital”); Ascend Financial Holdings Limited (“Ascend Financial”); and Halim Susanto Mr. Susanto is a citizen of Indonesia. Ascend Financial is a British Virgin Islands-organized holding company, and Ascend Capital is a Singapore fund manager. Each of the other Reporting Persons is organized under the laws of the Cayman Islands. The Reporting Persons are principally engaged in the business of investing in securities, including of the Issuer. The business address of each of the Reporting Persons is 1 Kim Seng Promenade, #10-01 East Tower, Great World City, Singapore 237994. During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On January 18, 2024, Ascend Global purchased 4,878,049 shares of Common Stock (the “Subscription Shares”) from the Issuer for an aggregate purchase price of $5,000,000 (the “First Closing”). Such purchase was made pursuant to the subscription agreement, dated as of December 5, 2023, by and among Ascend Global, BEP Special Situations IV LLC, a Delaware limited liability company (&l

Interest

Item 5. Interest in Securities of the Issuer. (a) – (b) The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of the date hereof, based upon 54,968,762 shares of Common Stock outstanding immediately following the First Closing. 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: Meridian Investments Corporation 16,565,405.25 23.2 % 0 16,565,405.25 0 16,565,405.25 Ascend Global Investment Fund SPC for and on behalf of Strategic SP 38,496,664.5 43.7 % 0 38,496,664.5 0 38,496,664.5 Ascend Capital Advisors (S) Pte. Ltd. 38,496,664.5 43.7 % 0 38,496,664.5 0 38,496,664.5 Ascend Financial Holdings Limited 38,496,664.5 43.7 % 0 38,496,664.5 0 38,496,664.5 Halim Susanto 38,496,664.5 43.7 % 0 38,496,664.5 0 38,496,664.5 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. In addition, Ascend Global is the record holder of 5,365,854 shares of Common Stock and 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. 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 is the sole shareholder of Ascend Capital, which is the sole partner of

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

above summarizes certain provisions of

Item 4 above summarizes certain provisions of the Amended and Restated Note Purchase Agreement and the Amended and Restated IRRA and is incorporated herein by reference. A copy of each such agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Except as set forth herein, none of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Materials to be Filed as Exhibits Exhibit Number Description 1 Joint Filing Agreement 2 Amended and Restated Note Purchase Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on January 18, 2024). 3 Amended and Restated Investor and Registration Rights Agreement, dated January 18, 2024 (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on January 18, 2024). CUSIP No. 33830Q109 13D Page 11 of 11 pages

SIGNATURES

SIGNATURES 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 : January 29, 2024 Meridian Investments Corporation By: /s/ Mulyadi Tjandra Name: Mulyadi Tjandra Title: Director Ascend Global Investment Fund SPC for and on behalf of Strategic SP By: /s/ Mulyadi Tjandra Name: Mulyadi Tjandra Title: Director Ascend Capital Advisors (S) Pte. Ltd. By: /s/ Mulyadi Tjandra Name: Mulyadi Tjandra Title: Director Ascend Financial Holdings Limited By: EFS ASIA V LTD, Director By: /s/ Reeja Prathiban Name: Reeja Prathiban Title: Authorized Signatory /s/ Halim Susanto Halim Susanto

View Full Filing

View this SC 13D filing on SEC EDGAR