0001213900-25-109371
SEC filingPre-revenue developer with $270.7M CIP, $183.0M cash, $102.8M net debt, and $134M Siemens purchase commitment.
Fermi Inc. holds $83.7M in cash and $99.3M in restricted cash (total $183.0M) as of September 30, 2025. Total assets are $502.8M, dominated by $270.7M of construction in progress (CIP) from the Firebird Acquisition (Siemens 400MW combined cycle) and a GE 6B turbine purchase. Net debt is $102.8M (gross debt $153.9M less unamortized costs $51.2M), comprising a $5.0M Promissory Note and a $148.9M Macquarie Term Loan. Shareholders' equity is $302.5M, boosted by the Preferred Units Financing and IPO-related proceeds (but IPO closed October 2, 2025, so not reflected in September 30 balances). The company is pre-revenue and has not yet commenced operations.
The most significant commitment is the Siemens Contract, with $134.0M remaining for equipment and shipping. Additionally, the TTU ground lease has undiscounted future minimum payments of $1.665B over 99 years, but only $22.6M is recognized as a lease liability (present value). Other commitments include the Net Profits Interest (NPI) contingent on future operations, but no amount recorded. The company also has a gas supply agreement with ETC requiring a $65.3M assurance by January 31, 2026.
No buybacks or dividends were paid. Capital expenditures (cash) totaled $96.3M, including $89.0M for CIP and $7.3M for preacquisition costs. Non-cash additions to CIP were $270.7M, largely from the Firebird Acquisition. Debt increased net by $102.8M, with $153.9M issued (Macquarie Term Loan $100M, Promissory Note $20M, convertible notes) and $15.0M repayment of a Promissory Note. The company raised $107.6M from Preferred Units and $101.6M from convertible notes during the period.
The company operates as a single operating segment and reportable segment. All activities relate to building and owning data centers. No geographic or segment breakdown is provided; all assets are in the United States.
Fermi Inc. is in its early stages, with no revenue and a net loss of $353.2M for the period from inception (Jan 10, 2025) through Sep 30, 2025. Cash flow from operations was negative $8.3M, significantly better than the net loss due to large non-cash charges: share-based compensation ($28.4M total), charitable contribution ($173.8M), fair value remeasurements ($111.6M), and inducement expense ($23.7M). Working capital provided a slight benefit from accounts payable ($10.8M), partially offset by prepaid expenses ($4.1M).
Investing activities consumed $96.3M, primarily for construction in progress ($89.0M) and capitalized preacquisition costs ($7.3M), indicating capital-intensive expansion. No free cash flow is explicitly stated, but the negative CFO and high capex imply significant cash burn.
Financing raised $287.6M through convertible notes ($101.6M), preferred units ($107.6M), a term loan ($100.0M), and member contributions, offset by debt payments and costs. The company ended the period with $183.0M in cash and restricted cash, providing runway for continued development. No dividends or share repurchases were made. Overall, the cash flow statement highlights a pre-revenue company heavily dependent on external financing to support operations and capital investments.