FRMI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-15

• The following discussion and analysis of our financial condition and results of operations should be read together with the unaudited condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q (“Form 10-Q”). Our actual results could differ materially…

• Fermi Inc. (“Fermi,” “we,” “us,” or “our”) exists to power the artificial intelligence needs of tomorrow. We are building a utility-scale and utility-grade private power campus for AI-centric customers—developing and leasing large-scale, grid-independent and inter-dependent energy generation and hig…

• subject to the closing of additional land acquisitions and receipt of incremental Texas Commission on Environmental Quality (“TCEQ”) air permits. We plan to develop and lease powered shell space supported by an integrated, on-demand energy and site infrastructure platform, including on-site natural …

• We were formed in January 2025 and have not generated revenue to date. Our efforts to date have focused on advancing site control and infrastructure readiness, engineering and procurement, permitting and regulatory activities, grid interconnection and fuel and water arrangements, and commercial disc…

• On January 28, 2026, the Company formed its first long-lead equipment warehouse entity, Fermi Turbine Warehouse LLC (“FTW”), a Texas limited liability company and an indirect wholly owned subsidiary of the Company, and entered into an arrangement with Siemens Energy, Inc. (“Siemens”) for the purchas…

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• The following discussion provides a detailed analysis of our financial condition, results of operations, liquidity, and capital resources. Investors should read this section alongside our unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q, as well as our …

• Fermi’s mission is to power the artificial intelligence needs of tomorrow. We are an advanced energy and hyperscaler development company purpose-built for the AI era. Our mission is to deliver up to 11 GW of low-carbon, HyperRedundant™, and on-demand power directly to the world’s most compute-intens…

• At the heart of our vision is Project Matador, which is a multi-gigawatt energy and data center development campus designed to support the accelerating needs of to be built AI infrastructure. Situated on a 5,236-acre site in Amarillo, Texas, Project Matador is secured by Fermi pursuant to the TTU Le…

• The growth and future success of our business depends on many factors. While these factors present significant opportunities for our business, they also pose risks and challenges, including those discussed below and described in Part II, Item 1A “Risk Factors,” that we must successfully address to a…

• The rapid adoption and advancement of generative artificial intelligence, high-performance computing, and cloud infrastructure have created unprecedented demand for compute power and associated energy infrastructure. Our ability to attract and retain large-scale AI tenants will depend on our ability…

Text added vs the prior filing · source: 10-Q · 2026-05-15

• We are exposed to market risk and changes in interest rates. As of March 31, 2026, we had cash, cash equivalents and restricted cash of $243,293, consisting of investments in cash and cash equivalents. We consider short-term, highly liquid investments with original maturities of three months or less…

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• We are exposed to market risk and changes in interest rates. As of September 30, 2025, we had cash and cash equivalents and restricted cash of $183.0 million, consisting of investments in cash and cash equivalents. Due to the short-term duration of our investment portfolio, an immediate 100 basis po…

Text added vs the prior filing · source: 10-Q · 2026-05-15

• As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, we identified a material weakness in our internal control over financial reporting related to a lack of formalized processes, policies, and procedures, inadequate segregation of duties across functions releva…

• We have concluded that the material weakness continues to exist as of March 31, 2026.

• We have concluded that the material weakness exists because we are a newly formed company and have not yet fully developed or implemented our internal control over financial reporting or operational control environment, and therefore do not have the necessary business processes, systems, personnel, …

• We have taken and will continue to take certain actions to remediate the material weakness, including:

• •designing and documenting an internal controls framework, including control activities over financial reporting, modeled on the Committee of Sponsoring Organizations (COSO) principles, with periodic internal reviews and testing;

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis…

• As disclosed in the Prospectus, we previously identified material weaknesses in our internal control over financial reporting related lack of formalized processes, policies, and procedures, inadequate segregation of duties across functions relevant to financial reporting, and an insufficient number …

• We have taken and will continue to take certain actions to remediate these material weaknesses, including:

• ●designing and documenting an internal controls framework, including control activities over financial reporting, modelled on the Committee of Sponsoring Organizations (COSO) principles, with periodic internal reviews and testing;

• ●implementing formal policies and procedures to govern key financial processes and internal controls, including documented accounting policies aligned with U.S. GAAP standards and supported by external advisors;

Text added vs the prior filing · source: 10-Q · 2026-05-15

• We are involved in, and may in the future become involved in, legal proceedings, claims, and governmental or regulatory investigations arising in the ordinary course of business. These matters may relate to, among other things, commercial matters and contracts, intellectual property, labor and emplo…

• The matters described below are those that we believe are material:

• On January 5, 2026, a putative securities class action complaint was filed in the U.S. District Court for the Southern District of New York captioned Lupia v. Fermi Inc., et al., Case No. 1:26-cv-00050. The complaint names the Company, certain of our directors and officers, and certain underwriters …

• The complaint alleges that defendants made materially false and misleading statements and omissions in the registration statement and prospectus issued in connection with our initial public offering and in other public statements during the alleged class period, including statements and disclosures …

• Exchange Act of 1934, as well as Rule 10b-5 promulgated thereunder, and seeks unspecified damages and other relief (including attorneys’ fees and costs).

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• We are not currently a party to any legal proceedings that we believe would have a material adverse effect on our business, financial condition, results of operations or cash flows. From time to time, we may be involved in legal proceedings in the ordinary course of business. The outcome of any such…

• As of the date of this Quarterly Report on Form 10-Q, we are not subject to any formal proceedings before the NRC. However, we anticipate active engagement in the NRC’s ongoing review of our COL Application that was submitted in June 2025. This process may involve technical audits, requests for addi…

• We are not currently aware of any litigation or opposition from environmental groups, public interest organizations, or state or local entities related to Project Matador development. Nevertheless, infrastructure projects of this scale can be subject to citizen complaints, permitting appeals, or pol…

• Additionally, we anticipate further state-level infrastructure reviews associated with water withdrawal permits and site air quality registration. Further, we anticipate further assessment and remediation of historical environmental conditions.

Text added vs the prior filing · source: 10-Q · 2026-05-15

• •We will need to hire additional skilled employees as we grow and scale up Project Matador, and there is no assurance we will be successful in recruiting, hiring, and training the personnel we need.

• •The termination of our Chief Executive Officer, Toby Neugebauer, and resignation of our Chief Financial Officer, Miles Everson, and the resulting leadership transition exposes us to potential delays in our execution on certain aspects of our business strategy as we search for new permanent executiv…

• •The actions of our former Chief Executive Officer, Toby Neugebauer, and related persons to initiate a proxy contest in an effort to take control of our Board of Directors, and to bring or threaten lawsuits against the Company and its directors and officers, have caused and will likely continue to c…

• •If members of our board of directors or senior management team are unable to align on strategic direction, capital allocation, operational priorities, or other significant matters, such differences in perspective could result in delays in decision-making, the departure of key personnel, disruption …

• •Substantial doubt about our ability to continue as a going concern was raised as a result of our pre-revenue status, recurring losses, and unrestricted cash that is insufficient to fund our known and reasonably knowable contractual obligations over the next twelve months, and the Company may not be…

Text removed vs the prior filing · source: 10-Q · 2025-11-12

• ●Technological advances or disruptive innovations, specifically advancements in artificial intelligence, may outpace our development cycle, and we are exposed to technology obsolescence across all major asset classes.

• ●We may not achieve tenant adoption at the pace or pricing levels required for financial viability.

• ●We depend on third-party vendors, contractors, and consultants to support our business.

• ●Terrorist attacks, cyberattacks and threats may compromise the integrity of our hybrid grid systems and could have a material adverse effect on our business, financial condition, and results of operations.

• ●Our use of technologies and systems that use AI or large-scale language models (“LLMs”), including MATRIX (our AI-powered project management and operational execution platform), given the dynamic state of such technologies, may cause inadvertent or unexpected impacts that may introduce new operatio…