SecProbe.io

July 28, 2025
Toby R. Neugebauer
Chief Executive Officer
Fermi LLC
3401 Armstrong Ave.
Dallas, TX 75205
Re:Fermi LLC
Draft Registration Statement on Form S-11
Submitted July 3, 2025
CIK No. 0002071778
Dear Toby R. Neugebauer:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement submitted on July 3, 2025
Summary
Phase 1: Initial Development & Construction of the First Gigawatt, page 14
1.Please expand your disclosure in the summary regarding the 400  MW Siemens 6x1
SGT-800 combined cycle system purchase to include the purchase price and the 2.5%
Net Profit Interest.
Our Revenue Model and Tenant Contracts, page 20
Please tell us the purpose of the table on page 20 and how it applies to your proposed
business. Tell us how the transactions listed were selected and clarify if the
transaction size/EV and EBITDA numbers are in millions of dollars. We also note that
the information is attributed to several equity research firms and discussions with 2.

July 28, 2025
Page 2
management. Please clarify whether you commissioned this information and if so, file
the consents of the firms as exhibits.
Implications of Being an Emerging Growth Company, page 21
3.You state on the cover page and on page 56 that as an emerging growth company you
have elected to opt out of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. However, on pages 21 and 76 you indicate that while the Company does
not intend to take advantage of the longer phase-in periods for the adoption of new or
revised financial accounting standards under Section 107 of the JOBS Act,  if you do
make an election to use the phase-in periods permitted by Section 107 of the JOBS
Act, such election may make it difficult to compare your financial statements to those
of non-emerging growth companies and other emerging growth companies that have
opted out of the longer phase-in periods under Section 107 of the JOBS Act and who
will comply with new or revised financial accounting standards. Please remove such
disclosure as it appears to suggest that the Company may later elect to use the phase-
in periods under section 107 of the JOBS Act after it has elected to opt-out of doing
so. As indicated in your disclosure on page 56, to the extent you opt out of the
extended transition provisions, such election is irrevocable.
Risk Factors , page 26
4.Please expand your risk factor disclosure to address all material risks related to your
proposed nuclear operations including, for example, whether a major incident at a
nuclear facility anywhere in the world could cause the Nuclear Regulatory
Commission to limit or prohibit the operation or licensing of any domestic nuclear
unit; any risks related to limitations on the amounts and types of insurance
commercially available to cover losses that might arise in connection with nuclear
operations; risks related to funding the cost of decommissioning your nuclear
facilities; and any risks relating to hiring qualified contractors for construction of your
nuclear reactors.
5.We note your disclosure on page 87 regarding proximity to traditional Tier 1 data
center markets. Please expand your risk factor disclosure to address material risks
related to your distance from such markets including whether there are any technical
implications such as whether long-distance connections may require amplifiers and
maintenance.
Use of Proceeds, page 63
6.We note your disclosure regarding your use of proceeds to fund your expected capital
expenditures with respect to Project Matador’s Phase 0 and Phase 1, your continuing
operations, your procurement and installation of equipment, your power generation
milestone payments, and your pipeline development projects. Please revise to disclose
the approximate amount intended to be used for each such purpose. If any material
amounts of other funds are necessary to accomplish the specified purposes for which
the proceeds are to be obtained, state the amounts of such other funds needed for each
such specified purpose and the sources thereof. Refer to Item 504 of Regulation S-K.

July 28, 2025
Page 3
Liquidity and Capital Resources, page 73
7.Please expand your disclosure to discuss your ability to generate and obtain adequate
amounts of cash to meet your requirements for the next 12 months and separately
beyond the next 12 months. In this regard, disclose how you considered your ability to
continue as a going concern and its impact on your liquidity. Further, ensure your
disclosures describe and analyze the material cash requirements by quantifying the
estimated amounts needed related to Project Matador for each of the phases disclosed
in your Plan of Operations and other uses of capital over the next 12 months and
beyond. Finally, address any limitations and constraints on obtaining any of the
anticipated financings outlined in your Sources of Liquidity section and the resulting
implications on your plan of operations for the next 12 months and beyond. Refer to
Item 303(b)(1) of Regulation S-K.
8.Please describe the material terms of your convertible debt financing including
the certain qualified events under which the notes will automatically convert into
Class A Units referenced on page 70.
Project Matador Development Phases, page 88
9.Please clarify the approximate timing for each of your development phases, in
particular phases 2, 3 and 4. We note your disclosure on page 36 that you plan to
develop four Westinghouse Reactors, each with 1,100 MW of capacity, with one unit
commencing construction every two years beginning December 31, 2026. We also
note your risk factor disclosure that the NRC’s review process is extensive and can
span multiple years and that NEPA reviews can also take multiple years.
Use of Special Purpose Entities, page 93
10.Please provide expanded disclosure explaining the role of each of the SPEs identified
in the chart. Explain clearly Fermi's relationship with each of these entities
including the extent and nature of any ownership interests, any guarantee
arrangements, who will control such entities and how such control will be exercised.
Disclose the ownership amounts in the chart. Also, describe your
planned use  of customized financing and offtake agreements with such special
purpose entities.
Nuclear Safety Regulation and Approvals, page 97
11.Please provide an expanded discussion of applicable regulations related to your
planned nuclear developments including without limitation under the Atomic Energy
Act 1954, the National Environmental Policy Act and the Nuclear Waste Policy Act
of 1982. Describe clearly the role of the Nuclear Regulatory Commission.
TTU Lease Agreement, page 101
We note your disclosure that the foregoing description of the Lease is not intended to
be complete and is qualified in its entirety by reference to the Lease. Note that
information in the prospectus may not be qualified by information outside of the
prospectus other than as stated in Rule 411(a). Please revise to provide a complete
description of the material terms of the lease including, for example, the term of the 12.

July 28, 2025
Page 4
Lease as referenced elsewhere and the certain conditions referenced on page 101 and
the conditions precedent under the Lease referenced on page 88. Also, describe the
material terms of the Groundwater Lease.
Certain Relationships and Related Party Transactions, page 110
13.We note your disclosure on page 51 that certain of your founders, executives, and
strategic advisors are also investors, vendors, or partners in Company-related
development entities or energy SPEs. Please describe these relationships, as may be
required by Item 404 of Regulation S-K.
Material U.S. Federal Income Tax Considerations, page 123
14.We note your disclosure that the following is a summary of certain material U.S.
federal income tax considerations relating to your qualification and taxation as a
REIT. The tax opinion you provide should present clearly the material tax
consequences of the transaction and not be merely a summary of certain
considerations. Refer to Staff Legal Bulletin No. 19, Section III.C.2. Please revise or
advise.
15.Please remove the disclaimer that your disclosure in this section that "[t]his summary
of certain material U.S. federal income tax considerations is for general information
purposes only and is not tax advice." Investors are entitled to rely on the disclosure in
your prospectus.
Exhibits
16.Please file material agreements such as the Equipment Purchase Agreement with
Firebird LNG, LLC, the equipment purchase agreement with Bayonne Plant Holding,
L.L.C. and the groundwater lease as exhibits. See Item 601(b)(10) of Regulation S-K.
General
17.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Pamela Long at 202-551-3765 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Matthew L.Fry, Esq.