Fermi (FRMI) Registration Filing summary

Company overview and business model

• Focuses on developing Project Matador, 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 data center tenants by 2038.

• Project Matador is designed to deliver a mix of natural gas, nuclear, solar, and battery storage, with 1.1 GW of power projected online by end of 2026 and up to 15 million sq. ft. of AI-ready compute space.

• The business model is based on long-term, triple-net leases for powered shells and private power grid access, with revenue from capacity-based rents and power purchase agreements.

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

• The site is secured by a 99-year ground lease with Texas Tech University System, providing long-term development rights and public-sector partnership benefits.

Financial performance and metrics

• As of June 30, 2025, reported a net loss of $6.4 million, with no revenue generated to date; expenses primarily related to formation, project development, and share-based compensation.

• Cash and cash equivalents stood at $40.3 million as of June 30, 2025, with $42.6 million in construction in progress and $85.7 million in convertible debt outstanding.

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

• Capital expenditures for Phase 0 and Phase 1 are expected to exceed $2 billion, with total project capital needs across all phases estimated at $70–90 billion.

Use of proceeds and capital allocation

• IPO expected to raise approximately $603.3 million in net proceeds (assuming $20.00 per share), to be used for procurement and installation of long lead-time equipment, construction of powered shells, and general corporate purposes.

• Capital deployment will prioritize securing power generation assets, site infrastructure, and supporting tenant delivery timelines.

• Additional funding sources include tenant prepayments, project-level debt, federal tax credits, strategic equity, government grants, and property tax abatements.