Fermi Inc 2026年季度报告

FORM 10-Q___________________________________________ (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March31, 2026OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from______ to ______Commission file number 001-42888___________________________________________ Fermi Inc. (Exact name of registrant as specified in its charter)___________________________________________ Texas33-3560468 (State or other jurisdiction of incorporation(I.R.S. Employer Identification No.) or organization) 620 S. Taylor St., Suite 301Amarillo, TX79101(Address of Principal Executive Offices)(Zip Code) (214) 894-7855Registrant’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 Table of Contents 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. 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 Act). YesNo As of May 11, 2026, there were 637,574,239 shares of common stock, par value of $0.001 per share, outstanding. Table of Contents FERMI INC.Form 10-QPeriod Ended March31, 2026 PageExplanatory Note2Special Note Regarding Forward-Looking Statements3PART I — FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)5Condensed Consolidated Balance Sheets(Unaudited)5Condensed Consolidated Statements of Operations (Unaudited)6Condensed Consolidated Statements of Stockholders’/Members’ Equity (Unaudited)7Condensed Consolidated Statementsof Cash Flows (Unaudited)8Notes toCondensed Consolidated Financial Statements (Unaudited)9Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 3. Quantitative and Qualitative Disclosures about Market Risk35Item 4. Controls and Procedures35PART II — OTHER INFORMATIONItem 1. Legal Proceedings36Item 1A. Risk Factors38Item 2. Unregistered Sales of Equity Securities and Use of Proceeds44Item 3. Defaults Upon Senior Securities44Item 4. Mine Safety Disclosures44Item 5. Other Information44Item 6. Exhibits and Financial Statement Schedules45Signatures46 Table of Contents EXPLANATORY NOTE Fermi Inc. was originally formed as Fermi LLC, a Texas limited liability company, on January 10, 2025 (“Inception”). On September30, 2025, immediately following the effectiveness of our registration statement on Form S-11 in connection with our IPO, theCompany effected a statutory conversion from a Texas limited liability company to a Texas corporation pursuant to and in accordancewith a plan of conversion (the “Corporate Conversion”). The purpose of the Corporate Conversion was to reorganize the Company’scorporate structure so that the entity offering its securities to the public in the IPO would be a corporation rather than a limited liabilitycompany. References in this Quarterly Report on Form 10-Q to “Fermi”, “we”, “us”, “our” and “the Company” (i) for periods prior tothe Corporate Conversion, refer to Fermi LLC, and, where appropriate, its consolidated subsidiaries and (ii) for periods after theCorporate Conversion, refer to Fermi 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 Certain statements in this Quarterly Report on Fo