CORRESP Filing
Fermi Inc.
Date: Sept. 24, 2025 · CIK: 0002071778 · Accession: 0001213900-25-090894
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-290089
Letter
September 24, 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 September 8, 2025 File No. 333-290089
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 September 16, 2025, regarding the Company's Registration Statement on Form S-11 ("Registration Statement") filed with the Commission on September 8, 2025. In connection with this letter, an amendment to the Registration Statement (the "Amended Registration Statement No. 1") has been filed with 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. 1. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Amended Registration Statement No. 1.
Registration Statement on Form S-11 filed on September 8, 2025
Exhibits
1. We note that certain of your exhibits are noted as having their schedules or exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. In accordance with such Item, please ensure that each such exhibit includes a list briefly identifying the contents of all omitted schedules.
Response : The Company acknowledges the Staff's comment and respectfully advises the Staff that each exhibit noted as having its schedules or exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K contains a full list briefly identifying the contents of all schedules and exhibits that were omitted.
* * * * * *
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
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CORRESP
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filename1.htm
September 24, 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 September 8, 2025
File No. 333-290089
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 September 16, 2025, regarding the Company's Registration Statement on Form S-11 ("Registration Statement")
filed with the Commission on September 8, 2025. In connection with this letter, an amendment to the Registration Statement (the "Amended
Registration Statement No. 1") has been filed with 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. 1. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in Amended Registration Statement No. 1.
Registration Statement on Form S-11 filed on
September 8, 2025
Exhibits
1.
We note that certain of your exhibits are noted as having their schedules or exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. In accordance with such Item, please ensure that each such exhibit includes a list briefly identifying the contents of all omitted schedules.
Response : The Company acknowledges
the Staff's comment and respectfully advises the Staff that each exhibit noted as having its schedules or exhibits omitted pursuant
to Item 601(a)(5) of Regulation S-K contains a full list briefly identifying the contents of all schedules and exhibits that were omitted.
* * * * * *
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