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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Fermi Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 314911108 |
| 1 | Names of Reporting Persons
Melissa A. Neugebauer 2020 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
94,359,659.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
16.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Aggregate amount beneficially owned consists of 94,359,659 shares of Common Stock held by the Melissa A. Neugebauer 2020 Trust, for which Toby Neugebauer serves as the investment trustee. As the investment trustee, Mr. Neugebauer may be deemed to hold voting and investment power with respect to the shares of Common Stock held by the Melissa A. Neugebauer 2020 Trust. Mr. Neugebauer disclaims beneficial ownership of the shares of Common Stock held by the Melissa A. Neugebauer 2020 Trust except to the extent of his pecuniary interest therein.
Percent ownership is calculated based on 574,977,840 shares of Common Stock outstanding as of September 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13G
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| CUSIP No. | 314911108 |
| 1 | Names of Reporting Persons
Vicksburg Investments Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,156,376.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Aggregate amount beneficially owned consists of 40,156,376 shares of Common Stock held by Vicksburg Investments Management LLC, for which Mr. Neugebauer is a managing member.
Percent ownership is calculated based on 574,977,840 shares of Common Stock outstanding as of September 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13G
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| CUSIP No. | 314911108 |
| 1 | Names of Reporting Persons
Toby Neugebauer | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
144,101,446.00 | ||||||||
| 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)
24.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Aggregate amount beneficially owned consists of 94,359,659 shares of Common Stock held by the Melissa A. Neugebauer 2020 Trust, for which Toby Neugebauer serves as the investment trustee and may be deemed to hold voting and investment power with respect to the shares of Common Stock held by the Melissa A. Neugebauer 2020 Trust. Mr. Neugebauer disclaims beneficial ownership of the shares of Common Stock held by the Melissa A. Neugebauer 2020 Trust except to the extent of his pecuniary interest therein. Also consists of 40,156,376 shares of Common Stock held by Vicksburg Investments Management LLC, for which Mr. Neugebauer is a managing member, and 4,500,000 shares of Common Stock held by TMNN Manager LLC, for which Mr. Neugebauer is a managing member.
Percent ownership is calculated based on 574,977,840 shares of Common Stock outstanding as of September 30, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.
SCHEDULE 13G
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| 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:
This Schedule 13G is being filed on behalf of:
Melissa A. Neugebauer 2020 Trust
Vicksburg Investments Management LLC
Toby Neugebauer | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 10777 Strait Lane, Dallas, TX 75229. | |
| (c) | Citizenship:
See response to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on each cover page.
94,359,659 shares of Common Stock are directly held by the Melissa A. Neugebauer 2020 Trust, for which Toby Neugebauer serves as the investment trustee. As investment trustee, Mr. Neugebauer may be deemed to hold voting and investment power with respect to the shares of Common Stock held by the Melissa A. Neugebauer 2020 Trust. Mr. Neugebauer disclaims beneficial ownership of the shares of Common Stock held by the Melissa A. Neugebauer 2020 Trust except to the extent of his pecuniary interest therein.
As a Managing Member of each of Vicksburg Investments Management LLC and TMNN Manager LLC, Mr. Neugebauer may also be deemed to hold voting and investment power of the 40,156,376 shares of Common Stock held by Vicksburg Investments Management LLC and the 4,500,000 shares of Common Stock held by TMNN Manager LLC. 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 each cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on each 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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A Joint Filing Agreement |