Fermi Says TensorWave Lease Has Not Yet Become Effective as Parties Work Toward Closing
Fermi says it and TensorWave continue working toward closing their Data Center Lease and Services Agreement, but specified conditions were not fully satisfied by October 31, 2026.
Fermi Inc. said its Data Center Lease and Services Agreement with TensorWave TEX1, LLC has not yet become effective after the October 31, 2026 closing date passed without an extension. The companies continue working through the remaining requirements, and neither party has exercised a right to terminate the agreement.
The agreement was signed in August 2026 by Fermi’s wholly owned subsidiary, Fermi Campus 1 LLC, and TensorWave. Its effectiveness depends on specified closing conditions being satisfied or waived.
Fermi said those conditions had not been fully met by October 31, 2026. The outstanding requirements include completing and delivering related work letters and guaranties, finalising operating schedules and a service-level agreement, obtaining Board approvals, and securing project-level financing sufficient to fund construction of the leased premises.
Fermi Chief Executive Officer Lee McIntire said Fermi and TensorWave remain committed to the Lease and are continuing to address the conditions required before closing. McIntire said Fermi expects to provide more information during its earnings call next week, or sooner if appropriate.
The company said neither Fermi nor TensorWave has exercised any right to terminate the Lease. The transaction therefore remains in progress and has not been completed.
Fermi identified project-level financing as one of the conditions required for the Lease to become effective. The company also said there is a risk that the closing conditions may not be satisfied or waived on the expected timetable or at all, and that project-level financing may not be obtained on acceptable terms. Fermi referred to additional risks in its filings with the U.S. Securities and Exchange Commission.
Fermi, operating as Fermi America™, develops private electric grids that it describes as providing highly redundant power at gigawatt scale for intelligence and AI compute. The company says its leadership team has a combined 25 GW of experience and that it is developing a 17 GW next-generation private grid.
Fermi also says its behind-the-meter Project Matador campus is expected to combine a combined-cycle natural gas project, a clean new nuclear power complex, utility grid power, solar power and battery energy storage to support hyperscale AI and advanced computing.
Fermi Inc. said it and TensorWave remain committed to the Lease and are continuing to work through the remaining conditions before closing. The Lease has not yet become effective because its closing conditions were not fully satisfied by October 31, 2026.
Fermi Inc. provided the update on November 3, 2026. It followed the October 31, 2026 closing date passing without an extension.
Fermi Inc. said the Lease has not yet become effective because its closing conditions were not fully satisfied by October 31, 2026. The Lease states that its effectiveness is subject to the satisfaction or waiver of specified closing conditions.
The conditions include executing and delivering related work letters and guaranties, finalising operations schedules and a service-level agreement, obtaining Board approvals, and securing project-level financing sufficient to fund construction of the leased premises. Fermi Inc. also said it and TensorWave are continuing to work through the remaining conditions prior to close.
Neither Fermi Inc. nor TensorWave has exercised any right to terminate the Lease. The two parties continue to work together towards completing the transaction.
Fermi Inc. Chief Executive Officer Lee McIntire said the company expects to provide more information during its earnings call next week, or sooner if appropriate.
The Lease requires project-level financing sufficient to fund construction of the leased premises as one of the closing conditions. Fermi Inc. said the financing condition had not been fully satisfied by October 31, 2026.
Fermi Inc. identifies its shares as trading on NASDAQ under the ticker symbol FRMI and on the LSE under the ticker symbol FRMI.
Fermi Inc., operating as Fermi America™, develops private electric grids that the company describes as delivering highly redundant power at gigawatt scale for intelligence and AI compute. The company says its leadership team has a combined 25 GW of experience and that it is creating a 17 GW next-generation private grid.
Fermi Inc. says the behind-the-meter Project Matador campus is expected to integrate a combined-cycle natural gas project, a clean new nuclear power complex, utility grid power, solar power and battery energy storage. The company says the campus is intended to support hyperscale AI and advanced computing.
Fermi Inc. identifies the risk that the Lease's closing conditions may not be satisfied or waived on the expected timetable or at all, and that project-level financing may not be obtained on acceptable terms. The company also refers to other risks described in its filings with the U.S. Securities and Exchange Commission.