SCHEDULE: Caddis Holdings Corrects Fermi Inc. Share Disclosure
Ownership Filing Amendment
Caddis Holdings, LP and Perry Griffin amend Schedule 13D filing to correct a clerical error regarding shares sold via an option.
Summary
- Caddis Holdings, LP and Perry Griffin have filed an amendment (Amendment No. 2) to their Schedule 13D filing concerning Fermi Inc.
- The amendment corrects a clerical error in the previous disclosure related to the number of shares sold pursuant to an option.
- The Reporting Persons originally acquired their shares as a co-founder prior to Fermi Inc.'s initial public offering, using approximately $114,965.03 of Caddis's investment capital.
- The dispositions of shares were due to the exercise of an option granted by founders to facilitate investor participation in a Series C fundraising round before the IPO.
- The decision to exercise this option rested with the option holders, not the Reporting Persons, and was not a decision to reduce their investment.
- Caddis Holdings, LP and Perry Griffin continue to beneficially own 52,256,833 shares, representing 8.2% of Fermi Inc.'s common stock.
- This percentage is calculated based on 637,574,239 shares outstanding as of May 11, 2026, as reported in Fermi Inc.'s Form 10-Q filed on May 15, 2026.
- The Reporting Persons remain actively engaged with Fermi's Board and management, supporting the company's long-term strategy and advocating for strong governance and capital allocation.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, primarily focused on correcting a previous disclosure error rather than announcing new strategic initiatives or significant performance changes.
Positives
- Reporting Persons continue to hold a significant stake (8.2%) in Fermi Inc., indicating ongoing support.
- Caddis Holdings, LP and Perry Griffin are actively engaged with the Board and management, aiming to maximize long-term value.
- The correction of a clerical error demonstrates a commitment to accurate disclosure.
- The company's long-term strategic plan is supported by key stakeholders.
Negatives
- The filing corrects a previous error, which could imply a lack of thoroughness in initial filings.
- The exercise of an option by other parties led to the disposition of shares, although not a decision by the Reporting Persons to divest.
Risks
- The Reporting Persons may reconsider their investment strategy at any time, potentially leading to further share sales or hedging activities.
- Future communications with officers, directors, other stockholders, or third parties could lead to changes in their investment position.
- Potential for further discussions with strategic partners, analysts, or competitors could influence future actions.
Future Outlook
The Reporting Persons intend to review their investments in Fermi Inc. on a continuing basis and may take various actions, including purchasing additional shares, selling existing shares, or engaging in hedging transactions, depending on market conditions, the Issuer's performance, and other factors. They are actively engaged in discussions with the Board and management to maximize long-term value.
Management Comments
- "The dispositions were not a decision by the Reporting Persons to reduce their investment in the Issuer."
- "The Reporting Persons continue to beneficially own a substantial majority of their position and continue to support the Board, the Issuer's management team, and its long-term strategic plan."
- "The Reporting Persons are actively and constructively engaged with the Board and management team to help the Issuer reach its full potential, including through ongoing discussions with strategic partners, advocating for rigorous capital allocation and best-in-class governance practices, and working collaboratively to maximize long-term value for our fellow shareholders, employees, customers, and other stakeholders."
Industry Context
StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes and activist investor intentions. This amendment, correcting a clerical error, highlights the importance of precise reporting in regulatory filings, especially for substantial shareholders like Caddis Holdings, LP, who are actively involved in strategic discussions.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Nomination Rights | Caddis Holdings, LP has the right to nominate one director to the Board as long as it beneficially owns more than 50% of the shares held immediately following the IPO, governed by a Director Nomination Agreement. | Not specified, but contingent on ownership levels. | Ensures continued representation for significant shareholders on the Board, influencing corporate strategy and governance. |
Stakeholder Impact
- Shareholders: Continued support from significant shareholders like Caddis Holdings, LP and Perry Griffin may provide confidence, but potential future share sales could impact market perception.
- Employees: Active engagement by Reporting Persons in supporting the company's long-term strategy could positively influence employee morale and strategic direction.
- Customers: The focus on maximizing long-term value and supporting strategic plans may indirectly benefit customers through company stability and growth.
- Creditors: Continued support and active engagement from major shareholders can be viewed positively by creditors, indicating a stable ownership structure.
Next Steps
- Reporting Persons will continue to review their investment in Fermi Inc.
- Reporting Persons may engage in further discussions with officers, directors, other stockholders, and third parties.
- Reporting Persons may take actions such as purchasing additional shares, selling shares, or engaging in hedging transactions.
Key Dates
| Date | Description |
|---|---|
| 2025-09-24 | Date of filing of Issuer's Form S-11/A, which included the Director Nomination Agreement as EX-10.23. |
| 2026-05-11 | Date as of which Fermi Inc. had 637,574,239 shares of Common Stock outstanding, as reported on the 10-Q. |
| 2026-05-11 | Date of Press Release issued by Caddis Holdings, LP and Mr. Griffin Perry reaffirming support for Fermi's Board and management. |
| 2026-05-15 | Date of Fermi Inc.'s Form 10-Q filing. |
| 2026-05-15 | Date of Joint Filing Agreement between Caddis Holdings, LP and Mr. Griffin Perry. |
| 2026-07-02 | Date of previous Schedule 13D/A filing being amended. |
| 2026-07-08 | Date of signature for Amendment No. 2 to Schedule 13D. |
Keywords
Fermi Inc., Schedule 13D, Caddis Holdings, LP, Perry Griffin, Amendment, Beneficial Ownership, Common Stock, SEC Filing, Insider Trading, Shareholder Support, Corporate Governance
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