SecProbe.io

CORRESP
 1
 filename1.htm

 September
5, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 Washington,
D.C. 20549

 Attention:
Ameen Hamady, Shannon Menjivar, Ruairi Regan and Pamela Long

 Re:
 Fermi
 LLC
 Amended
 Draft Registration Statement on Form S-11
 Submitted
 August 6, 2025
 CIK
 No. 0002071778

 Ladies
and Gentlemen:

 On
behalf of Fermi LLC (the "Company"), below is the response of the Company to the comments of the staff of the Division of
Corporation Finance (the "Staff") of the United States Securities and Exchange Commission (the "Commission")
set forth in the Staff's letter, dated August 18, 2025, regarding Amendment No. 1 to the Company's Draft Registration Statement
on Form S-11 ("Amended Registration Statement No. 1") confidentially submitted with the Commission on August 6, 2025. In
connection with this letter, an amendment to the Amended Registration Statement No. 1 (the "Amended Registration Statement No.
2") has been submitted to the Commission on the date hereof.

 For
your convenience, the Staff's comments are set forth in bold, followed by responses on behalf of the Company. Unless otherwise
indicated, all page references in the responses set forth below are to the pages of the clean copy of Amended Registration Statement
No. 2. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Amended Registration
Statement No. 2.

 Amended
Draft Registration Statement on Form S-11 submitted on August 6, 2025

 Use
of Proceeds, page 63

 1.
 Please
 address the second part of prior comment 6. 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. In this regard, we note disclosure on page 76 stating that you plan to fund near-term development activity through a combination
 of funds from the offering and other sources.

 Response :
The Company acknowledges the Staff's comment and has revised the disclosure on page 75 of the Amended Registration Statement accordingly.

 Nuclear
Safety Regulation and Approvals, page 99

 2.
 We
 note your revised reference in this section to certain disclosure as described in the regulatory section. Please clarify what regulatory
 section you are referencing here, whether certain risk factors or otherwise.

 Response :
The Company acknowledges the Staff's comment and has revised the disclosure on page 123 of the Amended Registration Statement accordingly.

 Executive
Compensation

 Restricted
Equity Unit Grants, page 111

 3.
 We
 note your additional disclosure regarding the Restricted Equity Unit Grants. Please describe clearly the terms of these grants including
 the related settlement and remittance terms.

 Response :
The Company acknowledges the Staff's comment and has revised the disclosure on pages 138-141 of the Amended Registration Statement
accordingly.

 *
* * * * *

 If
you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned
at (214) 651-5443.

 Very truly
 yours,

 /s/
 Matthew L. Fry

 Matthew L. Fry

 Haynes and Boone

 cc:
 Matthew L. Fry, Esq., Haynes
 and Boone, LLP

 Logan J. Weissler, Esq.,
 Haynes and Boone, LLP

 Daniel M. LeBey, Vinson
 & Elkins L.L.P.

 David P. Oelman, Vinson
 & Elkins L.L.P.

 Toby R. Neugebauer, Chief
 Executive Officer of Fermi LLC