SecProbe.io

CORRESP
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 Fermi LLC

 620 S. Taylor St., Suite 301

 Amarillo, TX 79101

 VIA EDGAR SUBMISSION

 September 30, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Ameen Hamady

 Shannon Menjivar

 Ruairi Regan

 Pamela Long

 Re:
 Fermi LLC

 Amendment No. 3 to Registration Statement on Form S-11

 Registration File No. 333-290089

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, Fermi LLC (the "Company") hereby requests that the effective date for the Registration
Statement referred to above (the "Registration Statement") be accelerated so that it will become effective at 4:00 p.m., Eastern
Time, on September 30, 2025, or as soon thereafter as is practicable or at such later time as the Company may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission.
The Company hereby authorizes Matthew L. Fry or, in his absence, Logan J. Weissler, both of Haynes and Boone, LLP, counsel to the Company,
to make such request on its behalf.

 Please contact Matthew L.
Fry at (214) 651-5443 or, in his absence, Logan J. Weissler at (214) 651-5813, both of Haynes and Boone, LLP, the Company's legal
counsel, when the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.

 Thank you in advance for your assistance.

 * * * * *

 Very truly yours,

 FERMI LLC

 By:
 /s/ Toby R. Neugebauer

 Name:
 Toby R. Neugebauer

 Title:
 Chief Executive Officer

 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

CORRESP
 1
 filename1.htm

 September 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, D.C. 20549

 Re: Fermi LLC

 Registration Statement on Form S-11

 File No. 333-290089

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the "Act"), with UBS Securities LLC, Evercore Group L.L.C., Cantor Fitzgerald & Co. and Mizuho
Securities USA LLC, as representatives of the several underwriters, hereby join Fermi LLC in requesting that the Securities and Exchange
Commission take appropriate action to cause the Registration Statement on Form S-11 (File No. 333-290089) (the "Registration Statement")
to become effective on Tuesday, September 30, 2025, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

 Pursuant to Rule 460 under the Act, we wish to
advise you that we have distributed copies of the preliminary prospectus dated September 30, 2025, as amended, through the date hereof,
to prospective underwriters, institutional investors, dealers and others.

 We, the undersigned, as representatives of the
several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and dealers
that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 [Signature Page Follows]

 Very truly yours,

 UBS SECURITIES LLC

 By:
 /s/ Neil Meyer

 Name:
 Neil Meyer

 Title:
 Managing Director

 By:
 /s/ Brian P. Lei

 Name:
 Brian P. Lei

 Title:
 Director

 EVERCORE GROUP L.L.C.

 By:
 /s/ Crystal A. Simpson

 Name:
 Crystal A. Simpson

 Title:
 Senior Managing Director

 CANTOR FITZGERALD & CO.

 By:
 /s/ Beau Bohm

 Name:
 Beau Bohm

 Title:
 Managing Director, Co-Head of ECM

 MIZUHO SECURITIES USA LLC

 By:
 /s/ Ivana Rupcic-Hulin

 Name:
 Ivana Rupcic-Hulin

 Title:
 Managing Director

 [Signature Page to Acceleration Request]

CORRESP
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 filename1.htm

 September 30, 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 Registration Statement on Form S-11
 Filed September 29, 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 29, 2025, regarding the Company's Registration Statement on Form S-11, as amended ("Amended Registration
Statement No. 1"), filed with the Commission on September 29, 2025. In connection with this letter, an amendment to the Amended
Registration Statement No. 2 (the "Amended Registration Statement No. 3") 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. 3. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in Amended Registration Statement No. 3.

 Amended Registration Statement on Form S-11

 Prospectus Summary, page 1

 1. We note your revised disclosure on pages 24-25 regarding the illustrative example of your NOI. Please
provide additional information regarding your basis for the projections, including the objective information considered. It remains unclear
how your lack of operating history and the uncertainty surrounding future operating performance supports the determination 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.

 Response : The Company acknowledges
the Staff's comment and has revised the disclosure on pages 24-25 accordingly.

 2. We note the tax opinion filed as Exhibit 8.1 provides that the discussion set forth in the Prospectus
under the heading "Material U.S. Federal Income Tax Considerations," insofar as it describes provisions of U.S. federal income
tax law and Regulations or legal conclusions with respect thereto, constitutes, in all material respects, an accurate summary under current
law of the material U.S. federal income tax considerations. Your tax opinion should identify the specific tax issue on which counsel is
opining and not merely be an opinion on the manner in which they are described in the prospectus. Refer to Section III.C.1 of Staff Legal
Bulletin for guidance. Please revise.

 Response : The Company acknowledges
the Staff's comment and has revised Exhibit 8.1 as well as the disclosure under the heading "Material U.S. Federal Income
Tax Considerations" 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

CORRESP
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 filename1.htm

 September 29, 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 Registration Statement on Form S-11
 Filed September 24, 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 26, 2025, regarding the Company’s Registration Statement on Form S-11, as amended, filed with the Commission
on September 24, 2025. In connection with this letter, an amendment to the Registration Statement (the “Amended Registration Statement
No. 2”) 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. 2. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to such terms in Amended Registration Statement No. 2.

 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.

 Response : We acknowledge the
Staff’s comment and have revised the disclosure on page 24 of Amended Registration Statement No. 2 accordingly. The Company respectfully
advises the Staff that it views the disclosure in question as an illustrative calculation of lease agreement economics based on its review
of publicly available information with respect to comparable market transactions and cost assumptions it believes are reasonable as opposed
to a projection within the meaning of Item 10 of Regulation S-K. Regardless, the Company has updated the disclosure in accordance with
the Staff’s comment to provide investors with additional information with respect to our presentation of illustrative economics
to comply with the Staff’s request.

 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.

 Response : We acknowledge the
Staff’s comment and have revised Exhibit 5.1 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 29, 2025

Toby R. Neugebauer
Chief Executive Officer
Fermi LLC
600 S. Tyler St.
Suite 1501
Amarillo, TX 79101

 Re: Fermi LLC
 Amended Registration Statement on Form S-11
 Filed September 29, 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. Unless
we note
otherwise, any references to prior comments are to comments in our September
26, 2025
letter.

Amended Registration on Form S-11
Prospectus Summary, page 1

1. We note your revised disclosure on pages 24-25 regarding the
illustrative example of
 your NOI. Please provide additional information regarding your basis for
the
 projections, including the objective information considered. It remains
unclear how
 your lack of operating history and the uncertainty surrounding future
operating
 performance supports the determination 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 29, 2025
Page 2

Exhibits

2. We note the tax opinion filed as Exhibit 8.1 provides that the
discussion set forth in
 the Prospectus under the heading Material U.S. Federal Income Tax
Considerations,
 insofar as it describes provisions of U.S. federal income tax law and
Regulations or
 legal conclusions with respect thereto, constitutes, in all material
respects, an accurate
 summary under current law of the material U.S. federal income tax
considerations.
 Your tax opinion should identify the specific tax issue on which counsel
is opining
 and not merely be an opinion on the manner in which they are described
in the
 prospectus. Refer to Section III.C.1 of Staff Legal Bulletin for
guidance. Please
 revise.
 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 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.
</TEXT>
</DOCUMENT>

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.

CORRESP
 1
 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

September 16, 2025
Toby R. Neugebauer
Chief Executive Officer
Fermi LLC
600 S. Tyler St.
Suite 1501
Amarillo, TX 79101
Re:Fermi LLC
Registration Statement on Form S-11
Filed September 8, 2025
File No. 333-290089
Dear Toby R. Neugebauer:
            We have reviewed your registration statement and have the following comment.
            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.
Registration Statement on Form S-11
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

September 16, 2025
Page 2

            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 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.

CORRESP
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 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

August 18, 2025
Toby R. Neugebauer
Chief Executive Officer
Fermi LLC
3401 Armstrong Ave.
Dallas, TX 75205
Re:Fermi LLC
Amended Draft Registration Statement on Form S-11
Submitted August 6, 2025
CIK No. 0002071778
Dear Toby R. Neugebauer:
            We have reviewed your amended 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 and non-public draft submission(s) 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. Unless we note otherwise, any references to prior comments are to comments in
our July 28, 2025 letter.
Amended Draft Registration Statement on Form S-1
Use of Proceeds, page 63
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.

 1.

August 18, 2025
Page 2

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.
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.
            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.

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
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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.