v3.26.1
Debt, net
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt, net Debt, net
The table below summarizes the Company’s debt:
As of March 31, 2026As of December 31, 2025
MaturityAmountsEffective interest rateAmountsEffective interest rate
Macquarie Term Loan2026$— $— $148,986 48.9 %
MUFG Equipment Financing2027396,567 12.1 %— — 
Keystone Equipment Financing203139,540 13.3 %— — 
Beal Equipment Financing20283,020 14.2 %— — 
Total debt$439,127 $148,986 
Less: Unamortized debt issuance costs and discount(17,831)(39,187)
Total debt, net$421,296 $109,799 
Macquarie Term Loan
On February 10, 2026, the Company repaid in full all outstanding obligations under the Macquarie Term Loan, including the required prepayment premium, using proceeds from the MUFG Equipment Financing Facility. In connection with the repayment, the Company recognized a loss on extinguishment of debt of $24,753, which is included in other income (expense), net in the unaudited condensed consolidated statement of operations for the three months ended March 31, 2026.
MUFG Equipment Financing
On February 10, 2026, Fermi Turbine Warehouse LLC entered into an Equipment Supply Loan Financing Agreement with MUFG Bank, Ltd. providing for a senior secured equipment loan warehouse facility with a total commitment of up to $500,000. The facility matures on August 10, 2027. Borrowings bear interest at Term SOFR or Daily Simple SOFR, in each case plus 4.0% per annum. Minimum principal payments are due quarterly, with the remaining principal and other obligations due at maturity. No minimum principal payment is due prior to the nine-month anniversary of the closing date. Thereafter, the minimum quarterly principal payment is 10% of the aggregate principal outstanding, reduced to 5% if a lease or offtake agreement for at least 400 MW of the first phase of Project Matador has been signed by such anniversary. If no such agreement has been signed by that date, the administrative agent may begin marketing the equipment to potential
buyers, but may not sell or foreclose absent an event of default. As of March 31, 2026, $396,567 was outstanding under the facility.
Keystone Equipment Financing
On February 19, 2026, Fermi High Voltage Warehouse LLC (“HVW”) entered into a master loan agreement with Keystone National Group, LLC, as agent, and Keystone Private Income Fund, as initial lender, providing for equipment-backed advances of up to $120,000 in aggregate principal, with the potential to increase by an additional $100,000 subject to lender approval (the "Keystone Facility"). Advances fund up to 80% of the purchase price of financed equipment, with the remaining 20% funded by HVW or its affiliates. As of March 31, 2026, $39,540 was outstanding under the Keystone Facility. Each advance is evidenced by a separate promissory note with interest rate and term set at issuance. The Keystone Facility is not a revolving credit facility.
The Keystone Master Loan Agreement includes a minimum liquidity covenant of $20,000, a mandatory prepayment requirement if an approved customer agreement has not been received by December 31, 2026, and a collateral coverage requirement under which outstanding principal may not exceed 110% of the fair market value of the financed equipment.
Beal Equipment Financing
On March 26, 2026, Fermi Turbine Warehouse II LLC ("FTW II"), a Texas limited liability company and indirect wholly owned subsidiary of the Company, entered into an Equipment Supply Loan Financing Agreement with CLMG Corp., as agent, and the lenders party thereto, providing for a senior secured term loan facility of up to $165,000 to fund the acquisition of six Siemens Energy SGT-800 gas turbines and related equipment for Project Matador (the "Beal Equipment Financing"). Loans bear interest at 12.00% per annum (14.00% upon an event of default), payable quarterly in arrears. The facility matures 33 months after the closing date. As of March 31, 2026, $3,020 was outstanding under the facility.
Of the total commitment, up to $22,900 is reserved to fund interest and commitment fee payments. An unused commitment fee of 1% per annum is payable quarterly on the undrawn portion. On the maturity date, FTW II is required to pay an exit fee equal to $37,000 less cumulative interest and commitment fees paid through such date. Mandatory prepayment is required upon, among other things, an event of loss, a disposition of equipment or equity interests, or a change of control.
Yorkville Promissory Note
On March 30, 2026, the Company entered into a senior unsecured promissory note with YA II PN, Ltd. (the “Yorkville Note”), an investment fund managed by Yorkville Advisors Global, LP, with a committed principal amount of $156,250. The note provides for up to five advances through October 1, 2026, with the committed amount reducing by approximately $26,042 every 30 days. Each advance is funded net of a 4% funding premium. The note matures in September 2027 and bears interest at 0% per annum, subject to increase to 18% upon an event of default. As of March 31, 2026, no amounts had been drawn.
Beginning thirty days following the first advance, the Company is required to make monthly amortization payments. At least $10,000 of each payment must be satisfied in shares of common stock, valued based on volume-weighted average pricing mechanics, subject to a cap of 8,000,000 shares per payment and 40,000,000 shares in the aggregate. The Company may settle additional amounts in shares or cash (at 102% of the applicable principal, or 100% if funded through equity line proceeds). A monthly exit fee applies to outstanding principal, escalating from 0% during the first 180 days to 1% from day 181 to day 365 and 1.33% after day 365.
As of March 31, 2026, the Company was in compliance with all material covenants under its debt agreements. At March 31, 2026, the carrying value of the various facilities approximated their fair value.