Fermi Inc. (Form: SC 13G, Received: 11/06/2025 08:26:30)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Fermi Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

314911108

(CUSIP Number)

09/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐   Rule 13d-1(b)
☐   Rule 13d-1(c)
☒   Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

314911108

1	Names of Reporting Persons Pencross Energy, LLC
2	Check the appropriate box if a member of a Group (see instructions) ☐ (a) ☐ (b)
3	SEC Use Only
4	Citizenship or Place of Organization TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:	5 Sole Voting Power: 0.00 6 Shared Voting Power: 56,250,000.00 7 Sole Dispositive Power: 0.00 8 Shared Dispositive Power: 56,250,000.00
9	Aggregate Amount Beneficially Owned by Each Reporting Person 56,250,000.00
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 9.41 %
12	Type of Reporting Person (See Instructions) OO

Comment for Type of Reporting Person: Calculated based on 597,672,623 Common Stock outstanding as of September 30, 2025, as reported on the Issuer's Form 424B4 ("Prospectus") filed on October 1, 2025.

SCHEDULE 13G

CUSIP No.

314911108

1	Names of Reporting Persons Steven Meisel
2	Check the appropriate box if a member of a Group (see instructions) ☐ (a) ☐ (b)
3	SEC Use Only
4	Citizenship or Place of Organization TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:	5 Sole Voting Power: 0.00 6 Shared Voting Power: 56,250,000.00 7 Sole Dispositive Power: 0.00 8 Shared Dispositive Power: 56,250,000.00
9	Aggregate Amount Beneficially Owned by Each Reporting Person 56,250,000.00
10	Check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
11	Percent of class represented by amount in row (9) 9.41 %
12	Type of Reporting Person (See Instructions) IN

Comment for Type of Reporting Person: Calculated based on 597,672,623 Common Stock outstanding as of September 30, 2025, as reported in the Prospectus.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Fermi Inc.
(b)	Address of issuer's principal executive offices: 620 S. Taylor, Suite 301, Amarillo, Texas, 79101
Item 2.
(a)	Name of person filing: Pencross Energy, LLC
(b)	Address or principal business office or, if none, residence: 5728 Lyndon B Johnson Frwy, Suite 200 Dallas, Texas 75240
(c)	Citizenship: See response to Item 4 on cover page.
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 314911108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.	Ownership
(a)	Amount beneficially owned: See response to Item 9 on cover page. The reported securities are directly held by Pencross Energy, LLC. As the Managing Member of Pencross Energy, LLC, Steven Meisel may be deemed to share voting and dispositive power of the reported securities. Nothing in this statement shall be deemed an admission of beneficial ownership of the reported securities for purposes Section 13(d) or Section 13(g) of the Exchange Act.
(b)	Percent of class: See response to Item 11 on the cover page. %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.

Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pencross Energy, LLC

	Signature:	/s/ Steven Meisel
	Name/Title:	Managing Member
	Date:	11/06/2025

Steven Meisel

	Signature:	/s/ Steven Meisel
	Name/Title:	Managing Member
	Date:	11/06/2025

Exhibit Information: Exhibit A Joint Filing Agreement, dated as of November 6, 2025.

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13G referred to below) by Pencross Energy, LLC, a Texas Limited Liability Company, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, of Fermi Inc., a Texas corporation, and that this agreement may be included as an exhibit to such joint filing.

Dated: November 6, 2025

	PENCROSS ENERGY, LLC

	By:	/s/ Steven Meisel
	Name: Steven Meisel
	Title: Managing Member

	STEVEN MEISEL

	By:	/s/ Steven Meisel
	Name: Steven Meisel