Fermi (FRMI) Registration Filing summary

Company overview and business model

• Mission is to deliver up to 11 GW of low-carbon, on-demand power to AI and hyperscale data center tenants, with 1.1 GW targeted online by end of 2026.

• Project Matador, a 5,236-acre campus in Amarillo, TX, is secured under a 99-year lease with Texas Tech University System, designed for integrated natural gas, nuclear, and solar energy generation.

• The business model centers on behind-the-meter energy delivery, offering tenants customizable power mixes and grid independence, with revenue from triple-net leases for powered shells and energy services.

• The company intends to operate as a REIT, providing tax-efficient exposure to AI infrastructure and energy development.

Financial performance and metrics

• As of June 30, 2025, no revenue generated; net loss of $6.4 million for the period from inception through June 30, 2025, primarily due to general and administrative and share-based compensation expenses.

• Cash and cash equivalents of $40.3 million and construction in progress of $42.6 million as of June 30, 2025.

• Raised $85.8 million in financing activities through convertible notes and member contributions by June 30, 2025.

• Pro forma net tangible book value after IPO would be $1.53 per share, with immediate dilution of $18.47 per share to new investors at a $20.00 offering price.

Use of proceeds and capital allocation

• Estimated net proceeds of $603.3 million from the IPO (at $20.00/share), to be used for procurement and installation of long lead-time equipment ($325M), construction of powered shells ($45M), and general corporate purposes ($233.3M).

• Additional capital needs for Phase 0 and Phase 1 of Project Matador expected to exceed $2 billion; future phases will require substantial further capital.

• Funding strategy includes tenant prepayments, project-level debt, federal tax credits, strategic equity, and government grants.