UPLOAD Filing
Fermi Inc.
Date: Sept. 26, 2025 · CIK: 0002071778 · Accession: 0000000000-25-010548
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-290089
Letter
September 26, 2025 Toby R. Neugebauer Chief Executive Officer Fermi LLC 600 S. Tyler St. Suite 1501 Amarillo, TX 79101 Re:Fermi LLC Amendment No. 1 to Registration Statement on Form S-11 Filed September 24, 2025 File No. 333-290089 Dear Toby R. Neugebauer: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amended Registration Statement on Form S-11 Prospectus Summary, page 1 1.We note your disclosure on page 24 and elsewhere that market analysis indicates that a tenant lease could generate $1.5 billion of revenue when normalized for 1GW of gross capacity and power purchase agreements and that assuming your equipment incurred $600 million in operating expenses, you would generate $900 million of NOI for such normalized GW. Please tell us your basis for the projections, including the objective information considered. Explain how you considered your lack of operating history and the uncertainty surrounding future operating performance in determining that the projections are reasonable. In this regard, assumptions underlying the disclosures should be disclosed and reasonably supportable. Refer to Item 10 of Regulation S-K.
September 26, 2025 Page 2 Exhibits 2.Please remove the assumption in Exhibit 5.1 that the Company will receive consideration for the issuance of the Shares that is at least equal to the par value of the Common Stock. The legal opinion may not assume away the issues that are the subject of the opinion such as that par value has been paid for the common stock. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19 for guidance. Please provide a revised opinion accordingly. 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 James Regan at 202-551-3269 or Mary Beth Breslin at 202- 551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Matthew L. Fry, Esq.
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September 26, 2025
Toby R. Neugebauer
Chief Executive Officer
Fermi LLC
600 S. Tyler St.
Suite 1501
Amarillo, TX 79101
Re:Fermi LLC
Amendment No. 1 to Registration Statement on Form S-11
Filed September 24, 2025
File No. 333-290089
Dear Toby R. Neugebauer:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amended Registration Statement on Form S-11
Prospectus Summary, page 1
1.We note your disclosure on page 24 and elsewhere that market analysis indicates that
a tenant lease could generate $1.5 billion of revenue when normalized for 1GW of
gross capacity and power purchase agreements and that assuming your equipment
incurred $600 million in operating expenses, you would generate $900 million of NOI
for such normalized GW. Please tell us your basis for the projections, including the
objective information considered. Explain how you considered your lack of operating
history and the uncertainty surrounding future operating performance in determining
that the projections are reasonable. In this regard, assumptions underlying the
disclosures should be disclosed and reasonably supportable. Refer to Item 10 of
Regulation S-K.
September 26, 2025
Page 2
Exhibits
2.Please remove the assumption in Exhibit 5.1 that the Company will receive
consideration for the issuance of the Shares that is at least equal to the par value of the
Common Stock. The legal opinion may not assume away the issues that are the
subject of the opinion such as that par value has been paid for the common stock.
Refer to Section II.B.3.a of Staff Legal Bulletin No. 19 for guidance. Please provide a
revised opinion accordingly.
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 James Regan at 202-551-3269 or Mary Beth Breslin at 202-
551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Matthew L. Fry, Esq.