Form 8-K/A

8-K/A — Fermi Inc.

Accession: 0001213900-26-079998

Filed: 2026-07-21

Period: 2026-07-10

CIK: 0002071778

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0298708-8ka1_fermi.htm (Primary)

EX-17.1 — RESPONSE LETTER (ea029870801ex17-1.htm)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0298708-8ka1_fermi.htm · Sequence: 1

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Amendment No. 1 to Form 8-K

0002071778

2026-07-10

0002071778

FRMI:CommonStock0.001ParValueMember

2026-07-10

0002071778

FRMI:CommonStock0.001ParValueMember1Member

2026-07-10

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 10, 2026

Fermi Inc.

(Exact name of registrant as specified in its charter)

Texas

001-42888

33-3560468

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

620 S. Taylor St., Suite 301

Amarillo, TX

79101

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (214) 894-7855

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

FRMI

The Nasdaq Stock Market LLC

Common Stock, $0.001 par value

FRMI

The London Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2026, the Board of Directors (the “Board”)

of Fermi Inc. (the “Company”) received a letter from Mr. Miles Everson pursuant to which Mr. Everson resigned as a director

of the Company, effective immediately. On July 19, 2026, the Company received a response letter

(the “Response Letter”) from Mr. Everson to its Current Report on Form 8-K, filed on July 13, 2026. A copy of the Response

Letter is attached hereto as Exhibit 17.1 to this Amended Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

17.1

Response Letter.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

FERMI INC.

Date: July 21, 2026

By:

/s/ George Wentz

Name:

George Wentz

Title:

General Counsel

EX-17.1 — RESPONSE LETTER

EX-17.1

Filename: ea029870801ex17-1.htm · Sequence: 2

Exhibit 17.1

Miles Everson

July 19, 2026

VIA EMAIL

Board of Directors

Fermi Inc.

c/o Corporate Secretary and General Counsel

620 S. Taylor St., Suite

301

Amarillo, Texas 79101

Re: Response to Form 8-K and Clarification of Governance Concerns

Dear Members of the Board:

I am writing in response to the Current Report on Form 8-K filed by

Fermi Inc. on July 13, 2026, and, in particular, the Company’s statements concerning my access to Board records and my purported

approval of the authority delegated to the Finance Committee.

First, the Company’s generalized assertion that I was granted

access to the Company’s books and records does not address the specific concern stated in my resignation letter. My concern was,

and remains, the Company’s failure to prepare and provide the required minutes of relevant Board and committee meetings.

As of the effective date of my resignation, and as of the date of this

letter, I had not received any draft or final minutes for the relevant Board or committee meetings. To my knowledge, none of the required

minutes for those meetings had been timely prepared, approved, and delivered to me. This includes minutes or other contemporaneous records

reflecting:

● the establishment of the Finance Committee;

● the scope of authority delegated to that committee;

● any purported delegation of final transaction-approval authority

to that committee; and

● the consideration, authorization, and approval of the Company’s

recent convertible-note financing.

I have repeatedly requested the applicable Board and committee minutes.

Those minutes, to date, have not been provided (at least to me) and I’m not aware whether draft minutes have been prepared. Access

to other categories of Company books and records is not a substitute for the preparation and timely delivery of minutes documenting the

proceedings and actions of the Board and its committees.

To the extent the Company now contends that the relevant minutes were

prepared, approved, or delivered, the Company should identify each such set of minutes, the meeting to which it relates, the date on which

it was prepared, the date on which it was approved, and the date and method by which it was provided to me. The Company should also provide

copies of all such minutes, including all drafts, revisions, written consents, resolutions, committee charters, delegations of authority,

and related Board materials.

Second, I wish to clarify my recollection concerning the Finance Committee.

I recall supporting the establishment of a committee that could evaluate potential financing transactions, oversee or participate in negotiations,

and make recommendations to the full Board. I do not recall approving a delegation of authority that empowered the Finance Committee to

grant final approval of, authorize the Company to enter into, or cause the Company to consummate a material and potentially dilutive financing

transaction without consideration and approval by the full Board.

In other words, my recollection is that the Finance Committee was authorized

to review and recommend transactions to the Board—not to replace the Board as the final decision-making body for transactions of

this nature. The Company’s statement conflates approval of the establishment of a committee with approval of a materially broader

delegation of final transaction authority. Those are separate issues.

Because the Company did not provide me with the relevant minutes, approved

resolutions, or other contemporaneous records, I am presently able to state only my good-faith recollection of the Board’s actions

and the scope of the authority that was discussed. The absence of those records is not evidence supporting the Company’s characterization.

Rather, it is precisely the governance deficiency about which I repeatedly expressed concern.

I was not consulted regarding the final terms of the recent convertible-note

transaction and was not informed that the transaction had been approved before its public announcement. To my knowledge, the transaction

was not presented to the full Board for discussion, deliberation, or a vote. The committee through which the transaction was approved

did not include the directors designated by the Neugebauer interests, including me. As a result, I had no opportunity to review the final

terms, evaluate the transaction’s dilution and other consequences for shareholders, ask questions of management and the Company’s

advisers, or participate in a Board decision concerning the transaction.

The preparation and delivery of accurate minutes are foundational elements

of that process. Minutes enable directors to verify the actions taken, the authority delegated, the information considered, and the decisions

made. The Company should not rely on alleged prior Board action while failing to provide the records that would establish the substance

and scope of that action.

Accordingly, I request that the Company promptly:

● preserve all documents and communications relating to my

requests for Board records, the formation and authority of the Finance Committee, and the recent convertible-note transaction; and

● correct or supplement its public disclosure so that it does

not state or imply that I approved a delegation of final transaction authority that I do not recall approving, or that the required Board

and committee minutes were provided to me.

Please treat this letter as my formal response to the statements contained

in the Company’s July 13, 2026 Form 8-K. I request that the Company file this letter as an exhibit to a supplemental Form 8-K, or

otherwise make it publicly available, to the extent required under applicable securities laws and regulations.

Nothing in this letter modifies the grounds for my resignation or constitutes

a waiver of any rights, claims, protections, indemnification, advancement, exculpation, insurance coverage, books-and-records rights,

or other rights I may possess under applicable law, the Company’s governing documents, any indemnification agreement, the Company’s

directors’ and officers’ insurance policies, or otherwise. All such rights are expressly reserved.

Sincerely,

/s/ Miles Everson

Miles Everson

Former Director

Fermi Inc.

cc:

George Wentz, General Counsel

Melissa A. Neugebauer 2020 Trust

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