Company Name: Fermi Inc.
Date of Prospectus: September 27, 2025

Fermi Inc. IPO: Ambitious Growth, Financial Insights, and Listing Outlook

Fermi Inc. is launching one of the most closely watched IPOs of 2025, targeting investors across the U.S. and the U.K. with a dual listing strategy and a robust capital raising plan. In this in-depth article, we break down the IPO structure, use of proceeds, risks, financial health, management, and outlook—equipping institutional and retail investors with every essential fact for informed decision-making.

IPO Snapshot: Offer Size, Pricing, Symbols, and Placement Structure

IPO Symbol: FRMI (Nasdaq & London Stock Exchange)
Offer Price: \$20.00 per share (midpoint of price range)
Total Offer Size: 25,000,000 shares of common stock
Over-allotment Option (Greenshoe): Up to 3,750,000 additional shares (30-day window)
Post-IPO Outstanding Shares: 598,074,444 shares (excluding greenshoe) [[128]]
Placement Breakdown: Public offering; up to 5% of shares reserved for employees, executive officers, directors, and related persons through a directed share program [[260]].

Dividend Policy: No dividend commitment or payout ratio target stated in the prospectus. The company is focused on reinvestment and growth.

Use of Proceeds: Capital Deployment Signals Aggressive Growth Strategy

Fermi Inc. intends to use the estimated \$461.6 million net proceeds (up to \$532.7 million with full greenshoe) primarily to fund long lead-time equipment procurement, construction, and general corporate purposes. This signals a rapid expansion and infrastructure build-out rather than deleveraging or immediate shareholder returns [[116]].

Acquisition or Investment: The company may allocate a portion of proceeds to complementary technologies or businesses, further underlining its expansion intent [[116]].

Investor Participation: Book Quality, Anchor Institutions, and Allotment Structure

Bookrunners and Advisors: UBS Investment Bank, Evercore ISI, Cantor, Mizuho, Macquarie Capital, Rothschild & Co, Stifel, Truist Securities, Berenberg, Panmure Liberum; UK IPO Advisor: Ocean Wall [[5], [260]].

Employee Allocation: Up to 5% of shares reserved for employees, executive officers, directors, and related persons via directed share program [[260]].

Lock-up Agreements: All directors, officers, and the substantial majority of existing owners have agreed to a 180-day lock-up period, with 56,250,000 shares eligible for sale after 90 days and the full 598,074,444 shares after 180 days [[233]].

Institutional/Anchor Investors: Not explicitly named in the prospectus.

Oversubscription Metrics: Not disclosed.

Deal Structure: Underwriters, Stabilization, and Listing Support

Global Coordinators/Bookrunners: UBS Securities LLC, Evercore Group L.L.C., Cantor Fitzgerald & Co., Mizuho Securities USA LLC, Macquarie Capital (USA) Inc., Rothschild & Co US Inc., Stifel, Nicolaus & Company, Incorporated, Truist Securities, Inc., Berenberg Capital Markets LLC, Panmure Liberum Limited [[260]].

Stabilization/Greenshoe: 3,750,000 share over-allotment option, exercisable for 30 days [[5], [260]].

Listing Venues: Nasdaq (FRMI), London Stock Exchange (FRMI) [[111], [265]].

Advisors: Ocean Wall Ltd. (UK IPO advisor, 0.2% fee) [[260]].

Deal Quality Assessment: The presence of multiple top-tier bookrunners and a UK advisor suggests solid support for the listing and potential for effective price stabilization on listing day [[260]].

Company Overview: Business Model, Revenue Streams, and Market Position

Business Model: Fermi Inc. is a development-stage company focused on energy infrastructure—particularly nuclear licensing, powered shell construction, and integration of energy assets for tenant customers. The company’s revenue streams are expected to be driven by leasing, energy sales, and infrastructure services to hyperscalers, utilities, and industrial clients [[137], [106]].

Key Services:

• Engineering, permitting, and regulatory activities for energy infrastructure
• Pre-construction and due diligence for tenant commitments
• Real estate and utility integration for AI infrastructure operations

Geographies: Primary operations in the U.S. with expansion plans implied by the dual listing [[255]].

Industry/Sector: Energy infrastructure, nuclear licensing, powered shell development for hyperscalers and utilities [[106]].

Market Position: No explicit market share or rank stated; however, the company positions itself as a pioneering development-stage entity in energy and AI infrastructure integration [[137]].

Brand Strength: Trademark rights and brand assets referenced, but no explicit rankings provided [[13]].

Management Team: Names and bios not detailed; board structure and experience referenced [[196]].

Financial Health: Revenue, Profitability, and Capitalization

Fermi Inc. is a pre-revenue, development-stage company with significant early-stage losses and ramp-up expenditures. The company’s historical and pro forma financials reflect its nascent operational status and aggressive capital deployment.

Immediate Dilution: New investors will experience immediate and substantial dilution of \$18.72 per share, with the IPO price substantially higher than net tangible book value per share post-offer [[126]].

Sector Trends, Timing, and Market Environment

Sector/Industry Trends: High demand for energy infrastructure and AI integration, with global supply chain challenges, semiconductor shortages, and regulatory complexity influencing project readiness [[101]].

IPO Timing: Shares to be delivered in New York, NY, on or about closing date in 2025; 25-day post-offer prospectus delivery required for all dealers [[5], [7], [304]].

Economic Environment: The company highlights uncertainties including geopolitical conflict, global health crises, trade restrictions, and shipping delays as material risks to the business [[101]].

Recent Developments: Post-period contractual agreements and charitable donation of 3,750,000 shares in September 2025 [[150]].

Market Conditions: The breadth of bookrunners and dual listing suggest a supportive environment for the IPO, though sector volatility and project risk remain significant [[265]].

Risk Factors: Quantified Exposures and Material Threats

Key Risks:

• Development-Stage Risk: No operating history or revenue; full execution risk across all major business components [[53]].
• Project Risk: Not yet constructed facilities or entered into binding tenant contracts [[53]].
• Market Risk: Stock price may fluctuate significantly post-offer; potential inability to resell above offer price [[101]].
• Regulatory Risk: Complex nuclear licensing, environmental conditions, and changing regulations [[137], [106]].
• Dilution: New investors contribute 58.5% of total equity capital but receive only 4.2% of post-offer shares [[111], [128]].
• Lock-up Expiry: Large blocks become tradable after 90 and 180 days, possibly impacting share price [[233]].
• Emerging Growth Company Status: Reduced disclosure requirements may make shares less attractive to some investors; status expires at the earlier of \$1.235 billion annual revenues, \$700 million market cap, \$1 billion debt issued, or five years post-offer [[53], [106], [151]].

Growth Strategy: Expansion, Capex, and Market Entry Plans

Fermi Inc. is pursuing a multi-year, multi-billion-dollar infrastructure build-out, focused on energy and AI integration. Key elements include:

• Engineering, permitting, and regulatory activities for energy infrastructure and nuclear licensing [[137]].
• Pre-construction and tenant onboarding for powered shells [[116], [137]].
• Strategic hiring in real estate, utility, and AI infrastructure operations [[137]].
• Potential acquisitions or investments in complementary technologies and businesses [[116]].
• Capital deployment of \$370 million for procurement and construction, with a focus on securing long lead-time items [[116]].

Ownership Structure and Lock-up Arrangements

Pre-IPO Shareholding: Existing owners hold 573,074,444 shares (95.8% post-offer), new investors acquire 25,000,000 shares (4.2% post-offer) [[128]].

Lock-up Periods: 180 days for directors, officers, and majority of existing owners; 56,250,000 shares eligible for sale after 90 days; full tradability after 180 days [[233]].

ESOP/Employee Plans: 17,079,185 shares of restricted common stock subject to vesting; registration statement for equity incentive plan to be filed post-offer [[122], [234]].

Valuation and Peer Comparison

Valuation Metrics: No peer company symbols or comparative valuation metrics (P/E, P/B, EV/EBITDA, etc.) disclosed in the prospectus. Fermi Inc. is not yet profitable and exhibits negative net income and substantial dilution for new shareholders [[126], [128]].

Sector Performance: No 10-day sector performance or recent peer IPOs listed in the prospectus.

Research Coverage and Analyst Opinions

No analyst price targets, opinions, or named covering institutions are disclosed in the prospectus.

IPO Allotment Results and Subscription Outcomes

Final subscription outcomes by tranche are not disclosed in the prospectus.

Listing Outlook: First-Day Performance and Investment Worthiness

Based solely on the disclosed facts, Fermi Inc.’s IPO is positioned as a high-risk, high-growth opportunity, with a robust capital raise, strong underwriter support, and significant infrastructure deployment plans. The presence of multiple top-tier bookrunners and a dual listing strategy may bolster first-day trading. However, investors should note the immediate dilution, lack of operating history, and substantial execution risk.
Estimated First-Day Trading Range: The prospectus data suggests the stock could trade in a volatile range around the \$20.00 offer price, with substantial upside if growth prospects are realized, but with risk of price pressure due to dilution and lock-up expiries [[128], [265]].
Subscribing Worthiness: Suitable for growth-oriented investors willing to accept high risk and potential volatility. Value and income investors may find the lack of profitability and dividends unappealing.

Prospectus Access

The prospectus and related filings are available at: www.sec.gov