Fermi (FRMI) Registration Filing summary

Company overview and business model

• Developing a 5,236-acre, multi-gigawatt energy and data center campus in Amarillo, Texas, targeting up to 11 GW of low-carbon, on-demand power for AI and hyperscale tenants by 2038.

• Project Matador integrates natural gas, nuclear, solar, and battery storage to deliver grid-independent, high-density compute infrastructure.

• Secured a 99-year ground lease with Texas Tech University System, providing long-term site control and public-sector partnership benefits.

• Business model centers on triple-net leases for powered shells and private power grid access, with revenue beginning as power and shells are delivered.

• Targeting hyperscale AI, cloud, and sovereign compute tenants with customizable energy mix and high reliability.

Financial performance and metrics

• No revenue generated as of June 30, 2025; net loss of $6.4 million for the period from inception through June 30, 2025.

• Pro forma net tangible book value as of June 30, 2025, is $303.1 million, or $0.53 per share; post-offering, pro forma as adjusted net tangible book value is $764.7 million, or $1.28 per share.

• Pro forma net loss per share for the period from inception through June 30, 2025, is $(0.75).

• Cash and cash equivalents as of June 30, 2025, were $40.3 million; pro forma as adjusted post-offering is $344.3 million.

• Capital expenditures for Phase 0 and Phase 1 of Project Matador are expected to exceed $2 billion.

Use of proceeds and capital allocation

• Estimated net proceeds of $461.6 million (assuming $20.00/share IPO price) to be used for procurement and installation of long lead-time equipment ($325M), construction of powered shells ($45M), and general corporate purposes ($91.6M).

• Additional capital needs for future phases expected to be funded by tenant prepayments, project-level debt, federal tax credits, strategic equity, and government grants.

• Proceeds may also be used to redeem the Macquarie Term Loan if required.