Fermi Inc 2025年季度报告

FORM10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 or 33-3560468(State or other jurisdiction of(I.R.S. Employer 620 S. Taylor St.,Suite 301Amarillo,TX79101(Address of principal executive offices)(Zip Code) (214)894-7855(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☐Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of November 11, 2025, there were614,025,378shares of common stock, par value of $0.001 per share, outstanding. FERMI INC.Form 10-QQuarter Ended September 30, 2025 PageExplanatory Note2Special Note Regarding Forward-Looking Statements3PART I - FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)5Consolidated Balance Sheet(Unaudited)6Consolidated Statements of Operations (Unaudited)7Consolidated Statements of Stockholders’/Members’ Equity (Unaudited)8Consolidated Statement of Cash Flows (Unaudited)9Notes to Consolidated Financial Statements (Unaudited)10Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 3. Quantitative and Qualitative Disclosures about Market Risk55Item 4. Controls and Procedures55PART II - OTHER INFORMATIONItem 1. Legal Proceedings57Item 1A. Risk Factors57Item 2. Unregistered Sales of Equity Securities and Use of Proceeds98Item 3. Defaults Upon Senior Securities99Item 4. Mine Safety Disclosures99Item 5. Other Information99Item 6. Exhibits100Signatures102 EXPLANATORY NOTE Fermi Inc. was originally formed as Fermi LLC on January 10, 2025 (“Inception”) as a Texas limited liability company. On September30, 2025, immediately following the effectiveness of our registration statement on Form S-11, the Company effected a statutoryconversion from a Texas limited liability company to a Texas corporation pursuant to and in accordance with a plan of conversion (the“Corporate Conversion”).The purpose of the Corporate Conversion was to reorganize the Company’s corporate structure so that theentity offering its securities to the public in the IPO would be a corporation rather than a limited liability company. References in thisQuarterly Report on Form 10-Q to “Fermi”, “we”, “us”, “our” and “the Company” (i) for periods prior to the Corporate Conversion,refer to Fermi LLC, and, where appropriate, its consolidated subsidiaries and (ii) for periods after the Corporate Conversion, refer toFermi Inc., and, where appropriate, its consolidated subsidiaries. As a result of the Corporate Conversion, Fermi Inc. succeeded to all of the property and assets of Fermi LLC and succeeded to alldebts and obligations of Fermi LLC. Fermi Inc. is governed by a certificate of formation filed with the Texas Secretary of State andbylaws adopted by its board of directors. The consolidated financial statements and footnotes give effect to the Corporate Conversionon a prospective basis as of the conversion date. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical factscontained in this Quarterly Report on Form 10-Q may be forward-looking statements. In particular, statements pertaining to ourbusiness and growth strategies, investment and development activities and trends in our business contain forward-looking statements.When used in this Quarterly Report on Form 10-Q, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,”