S-11/A: Fermi Inc. IPO: Powering AI with Nuclear & Gas Hybrid

Sentiment:

Registration Statement 24 September 2025 1:08 PM

Fermi Inc. files for an initial public offering to fund its multi-gigawatt AI data center campus, Project Matador, leveraging a hybrid energy strategy and REIT structure.

Delay expectedThe effectiveness of the contract for the Siemens System was conditional on payment and letter of credit establishment by October 15, 2022, which was subsequently amended multiple times, extending deadlines to January 31, 2026.Delivery dates for Major Components (GTG, HRSG, STG units) were initially set for early 2023 but were repeatedly postponed, with current delivery dates for GTG and STG units no later than October 31, 2025, and HRSG units deemed delivered December 6, 2023.The commencement of Phase 1 construction requires a notice to proceed from Texas Tech University System, conditioned on securing full and unconditional funding, an executed lease with a hyperscaler tenant, and all necessary permits, which introduces potential delays.The timing for nuclear reactor construction is an aggressive five-year cycle from COL grant, and 'actual completion and in-service dates can be expected to change and those changes may be material' due to factors beyond control like FEED studies, EPC contracts, equipment availability, personnel, and permitting.The company acknowledges that 'many factors beyond the control of the Company that may materially delay the completion of these phases' of Project Matador.

Capital raiseThe current IPO is offering 25,000,000 shares of common stock, with an underwriters' option for an additional 3,750,000 shares, expected to raise approximately $461.6 million in net proceeds.Fermi has raised $246.6 million through convertible debt financing (Seed, Series A, and Series B Convertible Notes) prior to the IPO.The company completed a Preferred Units Financing on August 29, 2025, issuing approximately $107.6 million of Preferred Units to a consortium of third-party investors led by Macquarie.A $100 million senior secured term loan (Macquarie Term Loan) was entered into on August 29, 2025, with Macquarie Equipment Capital, Inc., which can be increased to $250 million.Future funding is expected to come from a diversified capital strategy including structured project-level non-recourse debt, monetization of federal energy tax credits (e.g., 45J, 45Q, 45V, 48C), strategic equity investments, government grants (e.g., DOE Loan Programs Office), and property tax abatements.Tenant prepayments are anticipated to be a significant source of upfront capital contributions from investment-grade tenants to support dedicated infrastructure buildout.

Worse than expectedThe company is a development-stage entity with no operating history or historical revenue, reporting a net loss of $6.4 million from inception through June 30, 2025.Significant capital expenditures are required for Project Matador, estimated at over $2 billion for Phase 0 and 1, and $70-90 billion for full development, with no assurance of securing such financing on acceptable terms.A material weakness in internal control over financial reporting has been identified, indicating deficiencies in formalized processes, segregation of duties, and qualified personnel.

Summary

Fermi Inc. is a development-stage company focused on advanced energy and hyperscaler development for AI, aiming to deliver up to 11 GW of low-carbon, HyperRedundant power by 2038.
Project Matador, a 5,236-acre site in Amarillo, Texas, is central to this vision, designed to support up to 15 million square feet of AI-ready compute infrastructure.
The company plans to secure approximately 1.1 GW of power by the end of 2026, combining natural gas, grid supply from SPS, temporary mobile generation, and Battery Energy Storage Systems (BESS).
A Combined License Application (COL Application) for 4 GW of nuclear power (Westinghouse Reactors) has been accepted for review by the U.S. Nuclear Regulatory Commission (NRC).
Fermi is offering 25,000,000 shares of common stock in its IPO, with an expected price range of $18.00 to $22.00 per share, and has applied to list on Nasdaq (FRMI) and the London Stock Exchange (FRMI).
The company intends to elect to qualify as a Real Estate Investment Trust (REIT) for U.S. federal income tax purposes, commencing with the short taxable year ending December 31, 2025.
Net proceeds from the IPO are estimated at $461.6 million (at $20.00/share midpoint), intended for general corporate purposes, including procurement of long lead-time equipment and construction of powered shells.
Fermi reported a net loss of $6.4 million for the period from January 10, 2025 (Inception) through June 30, 2025, with no revenue generated to date.
Total capital expenditures for Phase 0 and Phase 1 of Project Matador are estimated to exceed $2 billion, with total capital needs across all phases potentially ranging from $70 billion to $90 billion by 2038.

Sentiment

Score: 5

Explanation: The filing presents a high-potential, ambitious project in a rapidly growing sector (AI infrastructure) with a strong management team and strategic assets. However, it is a development-stage company with no revenue, significant capital requirements, and faces substantial execution, regulatory, and financial risks, including an identified material weakness in internal controls. The sentiment is neutral to slightly positive, acknowledging the upside potential but heavily weighted by the early stage and inherent risks.

Positives

Project Matador's strategic location offers access to one of the largest natural gas fields, a high-radiance solar corridor, and is well-positioned for advanced nuclear development.
The site is adjacent to the U.S. Department of Energy's Pantex Plant, providing access to a highly experienced nuclear workforce and enhanced security infrastructure.
Fermi has secured a 99-year Ground Lease Agreement for the 5,236-acre Project Matador Site, providing long-term site control.
The company has a preliminary commitment from SPS for 200 MW of grid power and has contracted for approximately 720 MW of generating capacity, targeting 1.1 GW online by end of 2026.
A COL Application for 4 GW of nuclear power has been accepted for review by the NRC, indicating progress in nuclear development.
Fermi has entered into a non-binding Letter of Intent (LOI) with an investment-grade tenant for over 1 GW of powered shell capacity, with potential for cost reimbursement and prepayment.
The management team possesses over a century of combined expertise in energy infrastructure, large-scale project development, and operational execution, including nuclear and private equity specialists.
The REIT structure offers investors exposure to AI infrastructure growth and energy development in a tax-efficient public vehicle, with potential for greater cash flow retention.
The company is developing an AI-powered project management office, MATRIX, to streamline execution of complex capital programs, aiming to reduce time, cost, and risk.

Negatives

Fermi is a development-stage company with no operating history or historical revenue, and has incurred significant financial losses to date ($6.4 million net loss as of June 30, 2025).
The company will require substantial additional capital, estimated at $70 billion to $90 billion for full Project Matador development, and may not secure financing on acceptable terms or at all.
Reliance on third-party manufacturing and supply chain relationships for critical equipment (e.g., gas turbines, nuclear components) introduces risks of increased costs and delays.
The nuclear energy development plan is costly, time-consuming, and subject to extensive regulation and uncertainty, with aggressive construction timelines compared to historical U.S. projects.
The non-binding nature of the First Tenant LOI means there is no guarantee of a definitive lease agreement or that terms will not materially differ.
The company has identified a material weakness in its internal control over financial reporting due to a lack of formalized processes, inadequate segregation of duties, and insufficient qualified personnel.
The proximity to the Pantex Plant, while offering benefits, also introduces potential federal scrutiny and risks of accidental explosions or catastrophic incidents.
The Texas Business Organizations Code (TBOC) and the company's Charter include provisions that may limit shareholders' ability to submit proposals or bring derivative claims, and may have antitakeover effects.
The company's operating model includes multiple legal entities with interlocking governance structures, which may create oversight or coordination challenges.

Risks

Business model is highly dependent on successful construction, development, leasing, and maintenance of Project Matador.
Inability to access adequate project financing, commercial borrowings, and debt/equity capital markets to fund significant anticipated capital expenditures.
Failure to construct, operate, and maintain power generation facilities on schedule and at anticipated costs, potentially impacted by supply chain disruptions.
Market for generating nuclear power is not yet established and may not achieve expected growth or may grow more slowly.
Technological advances or disruptive innovations, particularly in AI, may outpace development cycle, leading to technology obsolescence.
Failure to achieve tenant adoption at the pace or pricing levels required for financial viability, with near-term revenue heavily concentrated among a small number of anchor tenants.
Terrorist attacks, cyberattacks, and threats may compromise the integrity of hybrid grid systems, leading to physical damage, service loss, or regulatory fines.
Project Matador is an unprecedented, large-scale, multi-phase development effort presenting significant planning, execution, and coordination risks.
Ability to develop and retain site control depends on maintaining the leasehold interest with the Texas Tech University System, subject to performance conditions and potential termination rights.
High demand for, constraints on the supply of, and increasing costs for industrial scale gas-fired turbines could lead to significant delays.
Delays and cost overruns arising from issues with procurement, licensing, construction, and commercialization of nuclear reactors.
Commodity prices (particularly for natural gas) could impact economic viability if costs are not adequately passed through to tenants.
Failure to qualify or maintain qualification as a REIT for U.S. federal income tax purposes would reduce funds available for distribution and limit ability to make distributions.
Adverse macroeconomic conditions could impair ability to raise capital or complete development phases.
Cost overruns and inflationary pressures could materially increase development and operating costs and impact capital budget and profitability.
Changes in U.S. trade policy, including tariffs, may increase costs and impact supply chains.
Interest rate fluctuations may increase cost of capital and reduce profitability.
Opposition from environmental groups, litigation, or reputational campaigns could delay permitting or reduce site flexibility.
Material weakness identified in internal control over financial reporting, which if not remediated, could impair ability to produce timely and accurate financial statements.

Future Outlook

Fermi aims to deliver up to 11 GW of low-carbon, HyperRedundant, and on-demand power directly to compute-intensive businesses by 2038, with 1.1 GW projected to be online by the end of 2026. The company anticipates significant growth driven by AI demand and plans to scale its integrated energy platform, including natural gas, nuclear, and solar, through a phased development of Project Matador. Future revenue is expected from long-term, capacity-based lease agreements with hyperscaler tenants, with initial operations commencing in March 2026.

Management Comments

Our mission is to power the artificial intelligence (AI) needs of tomorrow.
We are an advanced energy and hyperscaler development company purpose-built for the AI era.
Fermi has a unique combination of important advantages that will help propel America's AI economy forward.
Project Matador represents unmatched, sector-defining potential to deliver up to 11 GW of power to on-site compute centers by 2038.
We believe this rapid power delivery timeline is a critical differentiator that will allow Fermi to attract tenants that require near-term access to large-scale, reliable energy.
Our HyperRedundant site is strategically located adjacent to one of the largest known natural gas fields in the United States, within a high-radiance solar corridor, and well-positioned for advanced nuclear development.
Our integrated energy platform is specifically designed to deliver compute-optimized power systems purpose-built for hyperscale AI.
We believe our efficient, scaled and environmentally responsible behind-the-meter energy model that is supplemented by grid connections for additional redundancy avoids the most significant bottlenecks facing many other currently planned AI data center projects.
Our management team uniquely equips Fermi to deliver on time and at scale from early-stage development through online operations.

Industry Context

The filing highlights a critical industry trend: the exponential growth in AI workloads and chip density is creating unprecedented demand for high-capacity, low-latency, and low-carbon energy, outpacing existing grid infrastructure. Power shortages and interconnection bottlenecks are common, making traditional data center expansion difficult. Fermi's vertically integrated, behind-the-meter model directly addresses this by providing dedicated, scalable power, largely independent of regional grid operators. This approach positions Fermi to capitalize on the shift of hyperscalers prioritizing power access and speed-to-market over proximity to traditional Tier 1 data center markets, which are experiencing utility moratoriums. The company also aligns with U.S. strategic priorities for nuclear deployment and AI development.

Comparison to Industry Standards

Fermi's behind-the-meter energy model is designed to avoid significant impediments faced by other planned AI data center projects that rely on public grids for power, offering a differentiated approach to speed-to-market and reliability.
Unlike traditional data center development, which often relies on phased grid upgrades or utility-scale renewable procurement without firm capacity, Fermi's model is not contingent upon utility expansion or dynamically evolving grid policies.
Comparable powered land platforms typically utilize gas-fired generation with battery or renewable redundancy and often maintain partial reliance on grid-based infrastructure, whereas Fermi aims for up to 11 GW of low-carbon, dispatchable capacity with reduced short-term grid reliance.
Fermi targets a five-year construction cycle for its Westinghouse Reactors, which it believes is in line with previous completed projects in China and the UAE, contrasting with the approximately fifteen years taken for the Southern Company's Vogtle nuclear power plant in the U.S., by applying a fundamentally different execution model (owner-directed EPC, bulk procurement, bifurcated construction).
Traditional data centers typically support rack-level power densities of 3-10 kW per rack, while next-generation AI deployments target 50-100 kW per rack, and in some cases up to 240 kW per rack. Project Matador is purpose-built for these ultra-high-density AI workloads.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	NA	Miles Everson	NA	Appointment as part of building out the management team for a public company.
Chief Operating Officer	NA	Jacobo Ortiz Blanes	NA	Appointment as part of building out the management team for a public company.
Head of Power	NA	Larry Kellerman	NA	Appointment as part of building out the management team for a public company.
Chief Nuclear Construction Officer	NA	Mesut Uzman	NA	Appointment as part of building out the management team for a public company.
Chief Site Development Officer	NA	Charlie Hamilton	NA	Appointment as part of building out the management team for a public company.
Director Nominee	NA	Marius Haas	NA	Nomination to the board of directors.
Director Nominee	NA	Rick Perry	NA	Nomination to the board of directors.
Director Nominee	NA	Cordel Robbin-Coker	NA	Nomination to the board of directors.
Director Nominee	NA	Lee McIntire	NA	Nomination to the board of directors.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Corporate Structure Conversion	Fermi LLC will convert into a Texas corporation named Fermi Inc. prior to the IPO, reorganizing the structure for public offering and REIT qualification.	Prior to IPO effectiveness	Facilitates public listing and REIT election; members of Fermi LLC will become common stock holders of Fermi Inc. No expected material effect on results of operations.
REIT Election	Intends to elect to qualify as a Real Estate Investment Trust (REIT) under the Internal Revenue Code, commencing with the short taxable year ending December 31, 2025.	August 1, 2025 (for taxable year end)	Provides tax-efficient public vehicle for investors and allows greater cash flow retention for reinvestment, but requires annual distribution of at least 90% of REIT taxable income and compliance with specific asset/income tests.
Ownership and Transfer Restrictions	Charter will restrict direct or indirect ownership by one person or entity to no more than 2.5% of outstanding shares of any class or series of capital stock, and prohibit transfers resulting in beneficial ownership by fewer than 100 persons, primarily to maintain REIT qualification.	January 1, 2026	Aids in REIT qualification but could delay, defer, or prevent a change of control transaction that might offer a premium price for common stock. Board may waive limits for certain founders/individuals.
Board Classification	Board of Directors will initially be divided into three staggered classes, with terms expiring at the first, second, and third annual meetings post-IPO. Classification will fully terminate by the 2031 annual meeting.	Upon IPO Effective Date	May discourage takeover attempts by limiting the number of directors elected at each annual meeting, enhancing continuity and stability in board composition.
Director Removal	Directors may only be removed for cause, requiring the affirmative vote of a majority of the voting power of all outstanding shares entitled to vote.	Upon IPO Effective Date	Increases director stability and makes it more difficult for shareholders to remove directors without cause, potentially hindering shareholder influence over management.
No Cumulative Voting	Charter and Bylaws do not permit cumulative voting in the election of directors.	Upon IPO Effective Date	Shareholders holding a majority of voting power can elect all directors, making it more difficult for minority shareholders to gain board representation and influence takeover decisions.
Special Shareholder Meetings	Special meetings of shareholders may only be called by the Board of Directors, Chairperson, CEO, President, or holders of not less than 50% of outstanding voting capital stock.	Upon IPO Effective Date	Limits the ability of minority shareholders to call special meetings, potentially deterring hostile takeovers or changes in control/management.
Advance Notice for Shareholder Nominations/Proposals	Bylaws establish advance notice procedures for shareholder proposals and director nominations, requiring notice 90-120 days prior to the annual meeting anniversary.	Upon IPO Effective Date	Ensures orderly shareholder meetings but may deter or delay potential acquirers or shareholders from influencing board elections or proposing business without significant advance planning.
Shareholder Action by Written Consent	Following the IPO, any shareholder action without a meeting requires written consent from all holders of shares entitled to vote on such action.	Upon IPO Effective Date	Significantly restricts the ability of shareholders to take action without a formal meeting, requiring unanimous consent, which is a high bar.
Texas Business Organizations Code (TBOC) Election	Affirmatively elects to be governed by Section 21.419 of the TBOC, which sets forth presumptions concerning compliance by directors and officers with their duties and restricts shareholder inspection rights.	Upon IPO Effective Date	Provides additional protections for directors and officers, making it more difficult for shareholders to succeed in derivative actions or inspect certain corporate records, potentially disadvantaging shareholders compared to Delaware corporations.
Exclusive Forum Provision	Charter designates the Business Court in the First Business Court Division of the State of Texas as the exclusive forum for certain litigation (e.g., derivative actions, fiduciary duty claims) and federal district courts for U.S. federal securities law claims.	Upon IPO Effective Date	Aims to centralize litigation in a specific Texas court, potentially limiting shareholders' ability to choose a favorable judicial forum and discouraging lawsuits against the company or its directors/officers.
Director Nomination Agreement	An agreement with certain existing owners (Investor Group) grants them the right to designate one nominee to the board for as long as they beneficially own more than 50% of their original amount of common stock.	Upon IPO Effective Date	Ensures representation of significant initial investors on the board, potentially influencing strategic decisions and corporate direction.
Clawback Policy	Will adopt a compensation recoupment policy compliant with Nasdaq and SEC rules, applying to current and former executive officers for incentive-based compensation if an accounting restatement is required.	Prior to or within 60 days after IPO completion	Enhances corporate accountability and aligns executive compensation with financial reporting accuracy, potentially reducing risk of financial misconduct.

Legal Proceedings

The company is not currently a party to any legal proceedings that are believed to have a material adverse effect on its business, financial condition, results of operations, or cash flows.
Toby Neugebauer, President and CEO, is involved in several legal proceedings (Animo/GloriFi Proceedings) related to past entrepreneurial endeavors, alleging fraudulent transfers and breaches of fiduciary duties. These proceedings may attract negative publicity and divert management's attention.
The company anticipates active engagement in the NRC's ongoing review of its COL Application, which is procedural but may introduce delays or conditional findings.
Infrastructure projects of this scale can be subject to citizen complaints, permitting appeals, or policy interventions from environmental groups or local stakeholders, potentially impacting construction timelines or regulatory approvals.

Related Party Transactions

Certain executive officers, directors, and their affiliates held Seed Convertible Notes and Series A Convertible Notes, which bore 15% interest and converted into Class A Units in connection with the Preferred Units Financing.
Toby Neugebauer's wife's trust (Melissa A. Neugebauer 2020 Trust) and his sons' trusts held Seed Convertible Notes.
Jacobo Ortiz Blanes held $10,000,000 in Seed Convertible Notes through Amarillo Tech Opportunity LLC.
Enrico 1, LLC and Enrico 2, LLC, managed by Jacob Warnock, held approximately $5,500,000 in Seed Convertible Notes and $61,000,000 in Series A Convertible Notes, respectively.
MAD Energy held a $145 million Series B Convertible Note, which converted into Class A Units upon the closing of the Preferred Units Financing, and also received a $20 million Secured Promissory Note and a net profits interest in Project Matador's first 1,000 MW of dispatchable generation capacity (capped at $100 million NPV).
Fermi entered into a Services Agreement with TCF Utilities Management LP, an entity where Larry Kellerman (Head of Power) is CEO, for $35,000 per month plus fees and expenses.
The Director Nomination Agreement grants certain existing owners (Investor Group, including entities controlled by Griffin Perry and Toby Neugebauer) the right to designate board nominees.
The company will enter into separate indemnification agreements with each of its directors and executive officers.
Toby Neugebauer's two sons, Nathan and Noah Neugebauer, and Mesut Uzman's wife, Sezin Uzman, will be employees of the company following the offering.

Stakeholder Impact

Shareholders: Potential for long-term capital appreciation through AI growth and tax-efficient REIT structure, but also immediate and substantial dilution from the IPO, and risks related to stock price volatility and limited trading market liquidity.
Employees: Participation in equity compensation plans (2025 Long-Term Incentive Plan), potential for cash bonuses, and access to a skilled labor pool from the Pantex Plant and Permian Basin.
Customers (Hyperscalers/AI Operators): Access to scalable, reliable, low-carbon, and cost-effective behind-the-meter power solutions, customized power mixes, and enhanced safety/security due to proximity to national security infrastructure.
Suppliers/Contractors: Opportunities for engagement in large-scale, multi-phase infrastructure development, but also risks related to supply chain disruptions, payment delays, and potential for disputes.
Creditors/Lenders: Opportunities for project-level debt financing, but also exposure to project execution risks, market volatility, and potential for delays in revenue generation affecting repayment capacity.
Regulatory Authorities: Ongoing engagement and compliance with extensive federal, state, and local regulations (NRC, DOE, FERC, SPP, PUCT, TCEQ) for nuclear licensing, environmental permitting, and grid coordination.
Local Communities: Potential for economic development and job creation in Amarillo, Texas, but also concerns regarding water usage, emissions, noise, and land disturbance.

Next Steps

Complete the initial public offering and list common stock on Nasdaq and the London Stock Exchange.
Continue to secure binding definitive lease agreements with hyperscaler tenants for Project Matador.
Proceed with Phase 0 development, including establishing critical external infrastructure (power supply from SPS, fiber, water, natural gas delivery) and foundational groundwork for data center capacity.
Advance regulatory and development workstreams for nuclear power, including continued engagement with the NRC for COL Application approval and securing long lead-time nuclear equipment.
Execute Phase 1 development to deploy 1.1 GW of power and 2.6 million square feet of data center capacity by the end of 2026.
Negotiate with OEMs and EPC contractors for additional 800 MW of incremental firm power supplies for Phase 2 operations by year-end 2027.
Pursue dual-track development of additional tenant-contracted data center capacity and construction of the initial 1 GW Westinghouse Reactor in Phase 3, targeting Q3 2031 completion.
Expand infrastructure and construct additional Westinghouse Reactors (Units 2-4) and SMRs in Phase 4, targeting full buildout by Q4 2038.
Remediate the identified material weakness in internal control over financial reporting by designing and documenting an internal controls framework, implementing formal policies, and hiring additional qualified personnel.
Actively monitor capital structure, project execution risk, and market conditions to adjust funding strategy as necessary.

Key Dates

Date	Description
2022-07-14	Original Contract for the Supply of SCC-800 6x1 Combined-Cycle Power Island Equipment between Firebird LNG LLC and Siemens Energy, AB.
2022-10-13	Amendment No. 1 to Contract between Firebird LNG LLC and Siemens Energy AB, adjusting payment terms.
2023-01-13	Amendment No. 2 to Contract between Firebird LNG LLC and Siemens Energy AB, further amending payment and delivery terms, and adding storage wording.
2023-08-31	Amendment No. 3 to Contract between Firebird LNG LLC and Siemens Energy AB, amending payment terms and other conditions due to customer not being ready for delivery.
2023-10-05	Amendment No. 4 to Contract between Firebird LNG LLC and Siemens Energy AB, further amending payment terms and other conditions.
2023-12-06	Deemed delivery of all HRSG units (units 1-6) occurred, with risk and title transferred to the Customer and full payment received by Siemens Energy.
2024-06-06	Amendment No. 5 to Contract between Firebird LNG LLC and Siemens Energy AB, further amending payment terms and other conditions.
2025-01-10	Fermi LLC's date of formation (Inception) and effective date for U.S. federal income tax classification as a corporation.
2025-01-28	Amendment No. 6 to Contract between Firebird LNG LLC and Siemens Energy AB, further amending payment terms and other conditions.
2025-05-09	Fermi entered into an Equipment Purchase Agreement (EPA) with Firebird LNG, LLC to acquire the Siemens Contract.
2025-05-14	Fermi entered into a 99-year Ground Lease Agreement and a Groundwater Lease with the Texas Tech University System for the Project Matador Site.
2025-06-17	Fermi filed its Combined License Application (COL Application) for 4 GW of nuclear power with the NRC.
2025-06-26	Fermi closed on the acquisition of three pre-owned GE 6B frame class gas turbines and one associated used steam turbine for $18 million.
2025-06-30	End of the unaudited consolidated financial statement period for Fermi LLC.
2025-07-01	Fermi LLC filed an election to be classified as a corporation for U.S. federal income tax purposes, effective January 10, 2025, and changed its taxable year to a calendar year end for REIT election purposes, effective August 1, 2025.
2025-07-02	Fermi LLC effected a 150-for-1 forward unit split of its Class A and Class B Units.
2025-07-21	Amendment No. 7 to Contract between Firebird LNG LLC and Siemens Energy AB, changing project location to Fermi Project Site and outlining adjustments.
2025-07-28	Fermi entered into a non-binding MOU with Hyundai Engineering & Construction Co., Ltd. for joint planning and development of a nuclear-based hybrid energy project.
2025-07-29	Fermi consummated the Firebird Acquisition, indirectly acquiring rights and obligations under the Siemens Contract, and issued a $145 million Series B Convertible Note and a $20 million Secured Promissory Note.
2025-08-02	Fermi entered into a COLA Gap Analysis Service Agreement with Westinghouse and granted various restricted equity units to executives and service providers.
2025-08-11	Fermi SPE entered into a land exchange agreement and a First Amendment to the Ground Lease Agreement with the Texas Tech University System.
2025-08-25	Fermi entered into non-binding MOUs with Doosan Enerbility Co., Ltd. and with Korean Hydro & Nuclear Power Co. and Samsung C&T Corporation for nuclear project cooperation, and a MOU with Mobile Power Solutions LLC for TM2500 rentals.
2025-08-29	Fermi issued approximately $107.6 million of its Preferred Units in a private placement and entered into a $100 million senior secured term loan with Macquarie Equipment Capital, Inc.
2025-09-05	NRC accepted Fermi's COL Application for review.
2025-09-18	Fermi donated 11,250,000 shares of common stock (post-conversion) to Dechomai Asset Trust, a 501(c)(3) public nonprofit organization.
2025-09-19	Fermi entered into a non-binding Letter of Intent (Tenant LOI) with an investment-grade tenant for over 1 GW of powered shell capacity.
2025-09-22	Fermi entered into a second memorandum of understanding with MPS to negotiate a lease for up to approximately 180 MW of mobile-generation power.
2025-09-23	Vesting conditions for 24,795,001 shares of common stock from unvested Class B Units were modified.
2025-09-24	Filing date of the S-11/A Registration Statement.
2025-12-01	Maturity date of the $20 million Secured Promissory Note issued to MAD Energy.
2025-12-31	Targeted completion date for Phase 0 of Project Matador; end of Fermi's short taxable year for REIT election.
2026-01-01	Maturity date of the $145 million Series B Convertible Note.
2026-01-31	Deadline for customer to pay outstanding amounts under Siemens Contract, otherwise Siemens Energy may terminate.
2026-03-31	Delivery Period Commencement Date for ETC Gas Agreements (earliest of several conditions).
2026-04-01	Expected launch date for Phase 1 development of approximately 2.6 million square feet of AI compute capacity.
2026-06-30	Effective date for the 2.5% ownership limit in Fermi's Charter to prevent being closely held for REIT purposes.
2026-07-04	Target date for new nuclear power plants to reach criticality under President Trump's Executive Order 14300.
2026-12-31	Targeted completion date for Phase 1 of Project Matador, aiming for 1.1 GW of operational power and 2.6 million sq ft of data center capacity.
2027-09-30	Targeted completion date for Phase 2 of Project Matador.
2028-01-01	Vesting date for Neugebauer Compensatory Anti-Dilution Grant.
2029	Annual meeting of shareholders where a phase-in of a declassified Board of Directors will begin.
2031-09-30	Targeted completion date for Phase 3 of Project Matador, including construction of the initial 1 GW Westinghouse Reactor.
2031	Annual meeting of shareholders where the classification of the Board of Directors shall fully terminate.
2032-12-31	Targeted online date for the first Westinghouse Reactor unit.
2038-12-31	Targeted completion date for Phase 4 of Project Matador, aiming for up to 11 GW total power and 15 million sq ft of AI computing space.
2040	Global net zero targets require approximately 21,400 GW of wind, solar, and battery storage capacity.

Recommendation

hold

Fermi Inc. presents a compelling long-term vision to address the critical power constraints of the burgeoning AI industry through a diversified energy campus. The strategic location, experienced management, and early progress in securing land and initial power assets are notable positives. However, the company is in a very early development stage with no revenue, significant historical losses, and faces immense capital requirements ($70-90 billion for full buildout) and substantial execution risks across complex nuclear, gas, and data center projects. Regulatory hurdles, supply chain vulnerabilities, and the identified material weakness in internal controls add layers of uncertainty. While the market opportunity is vast, the speculative nature of this investment, coupled with the long development timelines and high capital intensity, warrants a 'Hold' recommendation. Investors should monitor progress on tenant agreements, regulatory approvals, and financial performance closely before considering a 'Buy' position.

Keywords

AI infrastructure, Data center, REIT, Nuclear power, Natural gas generation, Solar energy, Battery storage, Project Matador, Hyperscaler, Energy development, SEC filing, IPO, Texas Tech University System, Westinghouse Reactors, SMRs, Grid-independent power, Behind-the-meter, Texas, Corporate Conversion

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