S-11/A: Fermi Inc. IPO Powers AI Future with Nuclear & Gas Campus
Registration Statement
Fermi Inc. is launching an initial public offering to fund Project Matador, a multi-gigawatt energy and data center campus in Texas, aiming to deliver 1.1 GW by late 2026.
Summary
- Fermi LLC is converting to Fermi Inc. and offering 32,500,000 shares of common stock in its initial public offering, with an expected price range of $18.00 to $22.00 per share.
- The company plans to list its common stock on the Nasdaq Global Select Market and intends to apply for listing on the London Stock Exchange under the symbol FRMI.
- Fermi aims to develop Project Matador, a 5,236-acre Advanced Energy and Intelligence Campus in Amarillo, Texas, designed to deliver up to 11 GW of low-carbon, HyperRedundant power and support up to 15 million square feet of AI-ready hyperscale compute infrastructure by 2038.
- Project Matador's energy mix will include natural gas (at least 4.5 GW planned), nuclear (up to 6.0 GW via Westinghouse Reactors and SMRs), solar PV (up to 1.75 GW), and Battery Energy Storage Systems (BESS).
- The company expects to secure approximately 1.1 GW of power for its operations by the end of 2026, including 200 MW from Southwestern Public Service Company (SPS) and 580 MW from acquired natural gas turbine equipment.
- Fermi intends to elect to qualify as a Real Estate Investment Trust (REIT) for U.S. federal income tax purposes, commencing with its short taxable year ending December 31, 2025.
- The company has incurred a net loss of $6.4 million for the period from January 10, 2025 (Inception) through June 30, 2025, and had cash and cash equivalents of $40.3 million and net debt of $85.7 million as of June 30, 2025.
- Phase 0 (preparation) is targeted for completion by year-end 2025, and Phase 1 (1.1 GW power, 2.6 million sq ft data center capacity) is targeted for completion by year-end 2026, with operations commencing March 2026.
- Total capital expenditures for Phase 0 and Phase 1 are estimated to exceed $2 billion, with overall project capital needs ranging from $70 billion to $90 billion across all phases.
Sentiment
Score: 6
Explanation: The filing presents an ambitious, high-potential project addressing a critical market need (AI power demand) with a strong management team and strategic site. However, it is a development-stage company with no revenue, significant capital requirements, and numerous regulatory, construction, and financial risks that introduce substantial uncertainty regarding execution and profitability.
Positives
- Project Matador is a one-of-a-kind site with critical infrastructure, including proximity to a large natural gas field, high-radiance solar corridor, and potential for advanced nuclear development.
- The company has a strong management team with extensive experience in energy infrastructure, large-scale project development, and operational execution, including former U.S. Secretary of Energy Rick Perry.
- Fermi's behind-the-meter energy model is designed to address the significant power constraints facing AI infrastructure development, offering speed-to-power and energy optionality.
- A non-binding Letter of Intent (LOI) has been signed with an investment-grade tenant for over 1 GW of powered shell across 12 facilities, with phased delivery and potential prepayments.
- The REIT structure offers investors exposure to AI infrastructure growth and long-term energy development in a tax-efficient public vehicle.
- The company has secured key equipment for near-term natural gas generation (Siemens SGT-800 and GE 6B turbines) and has filed a Combined License Application (COL Application) for 4 GW of nuclear power, which has been accepted for review by the NRC.
- Proximity to the U.S. Department of Energy's Pantex Plant provides access to a highly experienced nuclear workforce and enhanced site security.
- 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 expects to incur significant expenses and continuing financial losses for the foreseeable future.
- The company will require significant additional capital (estimated $70-90 billion total) to construct and complete Project Matador, and there is no guarantee such financing will be secured on acceptable terms or at all.
- There is no guarantee that the non-binding LOI with the First Tenant will result in a definitive agreement, or that other tenants will sign binding leases at the pace or pricing levels required for financial viability.
- The business model is highly dependent on successful construction, development, leasing, and maintenance of Project Matador, facing execution risks across all major components (nuclear, natural gas, solar, data centers).
- Technological advances or disruptive innovations in AI may outpace Fermi's development cycle, leading to technology obsolescence across asset classes.
- 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.
- Toby Neugebauer, CEO, is involved in ongoing legal proceedings related to previous ventures (Animo/GloriFi bankruptcies), which could cause negative publicity or divert management's attention.
- The company's construction and delivery timeline estimates are subject to many factors beyond its control, and actual completion and in-service dates can be expected to change and may be material.
Risks
- We are a development-stage company with no operating history or historical revenue, and we face execution risk across all major components of our business.
- We have not yet constructed our facilities or entered into any binding contract with any tenants, and there is no guarantee that we will be able to do so in the future.
- We will require significant additional capital to construct and complete Project Matador, and we may not be able to secure such financing on time with acceptable terms, or at all, which could cause delays in our construction, lead to inadequate liquidity and increase overall costs.
- Technological advances or disruptive innovations, specifically advancements in artificial intelligence, may outpace our development cycle, and we are exposed to technology obsolescence across all major asset classes.
- We may not achieve tenant adoption at the pace or pricing levels required for financial viability.
- Terrorist attacks, cyberattacks and threats may compromise the integrity of our hybrid grid systems and could have a material adverse effect on our business, financial condition, and results of operations.
- Project Matador is an unprecedented, large-scale, multi-phase development effort that presents significant planning, execution, and coordination risks.
- Our ability to develop and retain site control depends on maintaining our leasehold interest with the Texas Tech University System.
- High demand for, constraints on the supply of, and increasing costs for industrial scale gas-fired turbines could lead to significant delays in our ability to develop the natural gas fired power generation infrastructure.
- Westinghouse Reactors and SMRs can be costly and time consuming to construct and commercialize. Delays and cost overruns arising from issues with our procurement, licensing and other regulatory approvals, construction and commercialization of nuclear reactors may materially adversely affect our business.
- Our construction and delivery timeline estimates for our facilities and other equipment may increase due to a number of factors, including supply chain disruptions, labor shortages, and permitting delays.
- If we cannot obtain required permits, licenses and regulatory clearance or approvals for Project Matador or our operations, or are unable to maintain such permits, licenses or approvals, we may not be able to continue or expand our operations.
- Accidents involving nuclear power facilities could materially and adversely affect the public perception of the safety of nuclear energy, potentially decreasing demand, increasing regulatory requirements, or resulting in liabilities.
- Commodity prices (particularly for natural gas) could impact the economic viability of our businesses or impair our ability to commence operations if we are not able to adequately pass through the cost to our tenants.
- Our near-term revenue may be heavily concentrated among a small number of anchor tenants, and failure of any major tenant to perform could result in material financial losses.
- Our failure to qualify or maintain our qualification as a REIT for U.S. federal income tax purposes would reduce the amount of funds available for distribution and limit our ability to make distributions to shareholders.
- We have identified a material weakness in our internal control over financial reporting, and if remediation is not effective, our ability to produce timely and accurate financial statements could be impaired.
Future Outlook
Fermi Inc. aims to become a premier platform for AI tenants by delivering up to 11 GW of power to on-site compute centers by 2038 through a redundant mix of natural gas, nuclear, and solar energy. The company expects to achieve 1.1 GW online by the end of 2026 and anticipates tenant revenues to commence in 2027. Future growth will involve systematic, repeatable scaling, expanding strategic partnerships with AI and HPC players, and enhancing vertical integration across the infrastructure value chain. The REIT structure is expected to provide enduring tax advantages and allow for reinvestment in the business.
Management Comments
- Fermi's mission is to power the artificial intelligence (AI) needs of tomorrow.
- We believe that Fermi has a unique combination of important advantages that will help propel America's AI economy forward.
- 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 to power their AI data center compute needs.
- We believe Project Matador represents unmatched, sector-defining potential to deliver up to 11 GW of power to on-site compute centers by 2038.
- Our management team uniquely equips Fermi to deliver on time and at scale from early-stage development through online operations.
- We strive to think nimbly, act decisively and operate purposefully with an integrated perspective of developing a high quality, long lifecycle, and reliable portfolio of diverse and integrated power generation assets.
- We believe that we will be able to provide our data center and hyperscaler tenants the quality of power, agility of growth optionality and security of pricing that exceeds any other behind-the-meter powered land option nation-wide and equals the quality and reliability of any utility or grid offering.
- Fermi's model intends to solve the bottleneck of power procurement delays, interconnection backlogs, and regulatory bottlenecks for AI workloads.
- We believe MATRIX will uniquely position us to execute on Project Matador by fundamentally reducing the time, cost, and risk inherent to large project execution.
Industry Context
The filing highlights that the AI revolution is fundamentally constrained by access to scalable, reliable, low-carbon, and cost-effective power, with global generative AI market expected to grow from $64 billion in 2023 to $457 billion by 2027. U.S. data centers are projected to account for almost half of electricity demand growth, and total AI power demand is forecasted to reach 219 GW by 2030, requiring $5.2 trillion in infrastructure investment. Grid congestion and interconnection bottlenecks are pushing hyperscalers to seek behind-the-meter solutions and expand into Tier 2/3 markets, a trend Fermi aims to capitalize on with its integrated energy campus model. The re-emergence of nuclear power as strategic infrastructure, supported by favorable federal policies, also provides a tailwind for Fermi's development plans.
Comparison to Industry Standards
- Fermi's behind-the-meter energy model is differentiated from many other planned AI data center projects that largely rely on public grids, aiming to avoid significant impediments like interconnection delays.
- The company's approach to nuclear construction targets approximately five years per unit, which is stated to be in line with previous completed projects in China and the UAE, and significantly lower cost and delivery schedule than the last Westinghouse Reactor builds in the United States (e.g., Southern Company's Vogtle plant took approximately fifteen years).
- Fermi's owner-directed EPC model for nuclear facilities is contrasted with turnkey EPC or cost-plus models, which are believed to reduce stacked margins and maintain transparency and control.
- The Project Matador site is described as 'one of the most extensively studied, secure and characterized nuclear sites in the United States for near-term Westinghouse Reactor deployment,' positioning it favorably against other potential nuclear developments.
- The company believes its power quality, agility of growth optionality, and security of pricing will exceed any other behind-the-meter powered land option nationwide and equal the quality and reliability of any utility or grid offering.
- Illustrative returns for a normalized 1 GW tenant lease (generating $1.5 billion revenue and $1.0 billion NOI) are based on a review of 30 recent leasing transactions with large cloud and AI customers, suggesting Fermi's model can meet or exceed these economics due to its behind-the-meter solution.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Corporate Conversion | Fermi LLC will convert into a Texas corporation named Fermi Inc. immediately following the effectiveness of the registration statement, with each LLC unit converting into common stock on a 3-for-1 basis. | Immediately following registration statement effectiveness | Reorganizes corporate structure for public offering, allowing existing and new investors to own common stock in a corporation rather than LLC interests. |
| REIT Election | Intends to elect to qualify as a REIT under the Internal Revenue Code, commencing with the short taxable year ending December 31, 2025. | August 1, 2025 (for taxable year change) | Provides tax-efficient public vehicle for investors, but imposes strict requirements on income, assets, and distributions, and limitations on ownership and transfer of shares. |
| 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, to maintain REIT qualification. | January 1, 2026 (beginning of second REIT taxable year) | Aids in maintaining REIT status but could delay, defer, or prevent a change of control or reduce stock price by inhibiting large investors. |
| Board Classification | Board of directors will be divided into three classes with staggered, three-year terms until the annual meeting in 2029, when a declassified board phase-in will begin, fully terminating in 2031. | Upon IPO Effective Date | May discourage takeover attempts by making it more difficult to elect a majority of directors in a single year. |
| Director Nomination Agreement | Agreement with certain investor groups (including entities controlled by Toby Neugebauer and Rick Perry) granting rights to designate one nominee to the board, subject to ownership thresholds. | In connection with this offering | Ensures representation of significant shareholders on the board, potentially influencing governance and strategic decisions. |
| Exclusive Forum Provision | Charter will designate the Business Court in the First Business Court Division of the State of Texas as the exclusive forum for certain litigation and federal district courts for U.S. federal securities laws. | Upon closing of this offering | Aims to centralize litigation, potentially discouraging lawsuits against the company or its directors/officers and limiting shareholders' choice of forum. |
| Director and Officer Liability Limitation | Charter includes provisions limiting personal liability of directors and officers for breaches of fiduciary duties to the fullest extent permitted by Texas law. | Upon IPO Effective Date | May discourage lawsuits against directors/officers, potentially reducing accountability but also aiding in attracting and retaining qualified personnel. |
| Shareholder Proposal Requirements | Will adopt stock ownership requirements for shareholders seeking to submit proposals at meetings, requiring significant holdings ($1M market value or 3% of shares) for at least six months. | Immediately upon completion of this offering | Limits the ability of smaller shareholders to influence corporate governance through proposals compared to Delaware corporations. |
| Clawback Policy | Will adopt a compensation recoupment policy complying with Nasdaq and SEC rules, allowing recovery of incentive-based compensation from executive officers in case of accounting restatements. | Prior to or within 60 days after completion of this offering | Enhances corporate accountability and aligns executive compensation with financial reporting accuracy. |
Legal Proceedings
- No current material legal proceedings are pending against the company that would 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 personal legal proceedings (Animo/GloriFi Bankruptcies, GloriFi State Court Proceedings, RICO Proceedings) which may attract negative publicity and divert his attention.
- The company anticipates active engagement in the NRC's ongoing review of its COL Application, which is procedural but may involve technical audits, information requests, and public hearings.
- 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
- 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 $5.5 million in Seed Convertible Notes and $61 million in Series A Convertible Notes, respectively.
- MAD Energy held a $145 million Series B Convertible Note, which converted into Class A Units, and received a $20 million Secured Promissory Note and a net profits interest from the Firebird Acquisition.
- The company entered into a Services Agreement with TFC Utilities Management LP, where Larry Kellerman (Head of Power) is CEO, for $50,000 per month for consulting services.
- A Director Nomination Agreement will be entered into with an Investor Group (including entities controlled by Griffin Perry, Toby Neugebauer, and Mr. Neugebauer's wife) granting rights to designate board nominees.
- Toby Neugebauer's two sons, Nathan and Noah Neugebauer, and Mesut Uzman's wife, Sezin Uzman, are employees of the company.
Stakeholder Impact
- Shareholders: Potential for long-term capital appreciation through AI infrastructure growth and tax-advantaged REIT structure, but also immediate and substantial dilution for new investors in the IPO.
- Employees: Participation in equity compensation plans (2025 Long-Term Incentive Plan), potential for cash bonuses for senior management, and opportunities for skilled labor from the Permian Basin and Pantex Plant proximity.
- Customers (Hyperscalers/AI firms): Access to scalable, reliable, low-carbon, and cost-effective behind-the-meter power and data center capacity, with customizable energy mixes and high uptime targets.
- Texas Tech University System: Long-term lease payments, variable revenue rent, provision of land for a research campus, construction of a data center, annual funding to an Excellence Fund, and one-time scholarship donations.
- Creditors: Debt financing opportunities (e.g., Macquarie Term Loan, convertible notes), but also exposure to project-level risks and potential for redemption rights by lenders.
- Local Communities (Amarillo, Carson County): Economic development, job creation, potential property tax abatements, and engagement in water usage and environmental management.
- Regulatory Authorities (NRC, DOE, FERC, PUCT, TCEQ): Ongoing engagement and compliance with extensive and evolving regulations for nuclear, gas, and environmental aspects of the project.
Next Steps
- Complete Phase 0 infrastructure preparation by year-end 2025, including securing 200 MW power from SPS, fiber, water, and natural gas delivery.
- Commence Phase 1 operations by March 2026 and complete Phase 1 development (1.1 GW power, 2.6 million sq ft data center capacity) by year-end 2026.
- Negotiate and execute a binding definitive lease agreement with the First Tenant and other prospective hyperscaler tenants.
- Continue active discussions with ONEOK for additional natural gas supply.
- Negotiate to purchase three Siemens SGT6-5000F gas turbines packages (up to 1.1 GW) for delivery in 2026.
- Advance regulatory and development workstreams for nuclear power, including ongoing engagement with the NRC and DOE for COL Application approvals and SMR development.
- Complete Phase 2 development (additional 1 million sq ft data center, 800 MW incremental power) by end of Q3 2027.
- Begin construction of the initial 1 GW Westinghouse Reactor in Phase 3, following NRC approval and major equipment orders, targeting a five-year construction cycle.
- Expand strategic partnerships with leading AI and HPC players and continue enhancing vertical integration across the infrastructure value chain.
- Remediate the identified material weakness in internal control over financial reporting by designing and documenting a framework, implementing formal policies, and hiring qualified personnel.
- Establish and fund a sinking fund for reclamation work at $10 million per annum, increasing annually by 3%, with an additional $9 million per annum upon nuclear facility construction.
Key Dates
| Date | Description |
|---|---|
| January 10, 2025 | Inception of Fermi LLC; effective date for classification as a corporation for U.S. federal income tax purposes. |
| March 31, 2025 | Balance sheet date for audited financial statements. |
| April 1, 2025 | Collection of $198,984 contribution receivable from a related party. |
| April 2025 | Additional capital contributions made by existing investors; issuance of 31,605,450 Class B Units. |
| May 9, 2025 | Fermi entered into Equipment Purchase Agreement (EPA) with Firebird LNG, LLC to acquire Siemens Contract. |
| May 14, 2025 | Company entered into 99-year Ground Lease Agreement and Groundwater Lease with Texas Tech University System for Project Matador site. |
| May 22-23, 2025 | Issuance of Seed Convertible Notes for an aggregate principal amount of $26.1 million. |
| May 31, 2025 | Start of period for issuance of Series A Convertible Notes. |
| June 9, 2025 | Repurchase of 1,359,300 unvested Class B Units from a service provider. |
| June 17, 2025 | Fermi filed its Combined License Application (COL Application) for 4 GW of nuclear power with the NRC. |
| June 26, 2025 | Acquisition of three pre-owned GE 6B frame class gas turbines and one associated used steam turbine from Bayonne Plant Holding, L.L.C. for $18 million. |
| June 30, 2025 | Balance sheet date for unaudited consolidated financial statements. |
| July 1, 2025 | Fermi LLC filed an election to be classified as a corporation for U.S. federal income tax purposes. |
| July 2, 2025 | 150-for-1 forward unit split (Unit Split) of Class A and Class B Units became effective. |
| July 17, 2025 | End of period for issuance of Series A Convertible Notes. |
| July 21, 2025 | Amendment No. 7 to Siemens Contract. |
| July 28, 2025 | Company entered into a non-binding Memorandum of Understanding (Hyundai MOU) with Hyundai Engineering & Construction Co., Ltd. for nuclear-based hybrid energy project. |
| July 29, 2025 | Consummation of the Firebird Acquisition, acquiring Firebird Equipment Holdco, LLC and issuing a $145 million Series B Convertible Note and a $20 million Secured Promissory Note. |
| August 1, 2025 | Fermi changed its taxable year to a calendar year end for U.S. federal income tax purposes to make a REIT election. |
| August 2, 2025 | Equity grants to executives and service providers; Company entered into COLA Gap Analysis Service Agreement with Westinghouse. |
| August 6, 2025 | Date through which subsequent events were evaluated for unaudited consolidated financial statements. |
| August 11, 2025 | Fermi SPE entered into a Land Exchange Agreement and a First Amendment to the Ground Lease Agreement with Texas Tech University System. |
| August 25, 2025 | Company entered into non-binding Memorandums of Understanding with Mobile Power Solutions LLC (MPS) for 140 MW TM2500 rentals, Doosan Enerbility Co., Ltd. (Doosan), and Korean Hydro & Nuclear Power Co. (KHNP) and Samsung C&T Corporation (Samsung). |
| August 29, 2025 | Company issued approximately $107.6 million of Preferred Units in the Preferred Units Financing; Borrowers entered into Macquarie Term Loan for $100 million senior secured loan. |
| September 5, 2025 | COL Application for 4 GW of nuclear power accepted for review by the NRC. |
| September 18, 2025 | Company donated 3,750,000 Class B Units to Dechomai Asset Trust, a 501(c)(3) public nonprofit organization. |
| September 19, 2025 | Company entered into a non-binding Letter of Intent (Tenant LOI) with an investment grade-rated tenant for over 1 GW of powered shell. |
| September 22, 2025 | Fermi entered into a second memorandum of understanding with MPS to negotiate a lease for up to approximately 180 MW of mobile-generation power. |
| September 23, 2025 | Vesting conditions for 12,397,501 shares of common stock from unvested Class B Units were modified. |
| September 25, 2025 | Company entered into a letter of intent with Siemens to negotiate purchase of three SGT6-5000F gas turbines packages (up to 1.1 GW). |
| September 30, 2025 | Filing date of the S-11/A Registration Statement. |
| December 1, 2025 | Secured Promissory Note issued to MAD matures. |
| December 31, 2025 | Targeted completion date for Phase 0; deadline for delivering a term sheet with a tenant for Phase 1 lease to Texas Tech University System. |
| January 1, 2026 | Series B Convertible Note matures; Neugebauer Compensatory Anti-Dilution Grant vests in full on January 1, 2028. |
| January 19, 2026 | New UK prospectus regime for equity securities comes into force. |
| January 31, 2026 | Deadline for satisfying conditions for ETC Gas Agreements, otherwise ETC has termination right. |
| March 2026 | Target date to commence operations for Phase 1. |
| April 2026 | Expected energization of the Siemens System. |
| Mid-2026 | Hyundai MOU initiation of early procurement activities and comprehensive partner onboarding. |
| June 2026 | Beginning of period when the company may redeem capital stock of certain individuals to conform to REIT closely-held rules. |
| December 2026 | Targeted completion date for Phase 1; 1.1 GW of power projected to be online. |
| End of 2027 | Targeted completion date for Phase 2; discussions with SPS to increase firm grid power to 200MW. |
| 2027-2029 | Expected deployment period for solar PV and battery energy storage components. |
| 2029 | Annual meeting of shareholders where a phase-in of a declassified Board of Directors shall begin. |
| 2030 | DOE states blackouts are expected to rise one hundred-fold due to AI compute; U.S. Data Center Demand expected between 200 TWh and over 1,000 TWh per year. |
| End of Q3 2031 | Targeted completion date for Phase 3. |
| 2031 | Classification of the Board of Directors shall fully terminate. |
| 2032 | First Westinghouse Reactor unit expected to come online. |
| 2034, 2035, 2036 | Subsequent Westinghouse Reactors expected to come online. |
| End of 2038 | Targeted completion date for Phase 4; Project Matador designed to deliver up to 11 GW of power to on-site compute centers. |
| 2040 | Global net zero targets require addition of approximately 21,400 GW of wind, solar, and battery storage capacity. |
Keywords
AI infrastructure, Data center, Nuclear power, Natural gas generation, REIT, Hyperscaler, Project Matador, Texas Tech University System, SEC filing, IPO, Energy storage, Solar PV, Corporate conversion
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