506(c) General Solicitation:  This page may be accessed by the general public. Access to Circular Bond offering materials is restricted to qualified institutional buyers (QIBs) and independently verified accredited investors. Viewing does not constitute participation in any securities offering.
Forming — Institutional Preview Available

Circular Bond
Platform.

The Circular Bond is Carbotura's institutional financing instrument — a secured, asset-backed bond programme in which coupon and principal are secured against contracted revenue streams from a pool of AA-rated municipal Circular Supply Agreements. Designed for infrastructure lenders, family offices, and sovereign capital allocators.

Request Institutional Preview → URVS Standard →
AA
Counterparty Credit Rating
$481M
Site 1 CSA Contract Value
30+ yr
Contracted Revenue Floor
BOO
Build · Own · Operate
01 — The Instrument

What the Circular Bond is.

A multi-deployment, asset-backed debt instrument in which coupon and principal repayment are secured against a diversified pool of contracted Beneficiation Fee and Circular Royalty™ revenue streams from executed Circular Supply Agreements. The underlying collateral — Urban Reserves — is characterised, validated, and certified under the URVS 1.0 standard before inclusion in the bond pool.

Revenue Security
Coupon and principal are serviced by the contracted Beneficiation Fee (TMC Fee) — a take-or-pay obligation of each CSA counterparty, independent of product offtake or commodity pricing. The fee escalates 2.5%/yr compounding from each facility's Commercial Operations Date.
Asset Collateral
Each CSA counterparty provides a URVS-validated Urban Reserve — a certified, characterised feedstock deposit whose GASB 18 remediation liability is extinguished and replaced by a bankable manufacturing reserve designation. URVS certification is the prerequisite for bond inclusion.
02 — Credit Profile

The counterparty quality
behind the coupon.

Each CSA counterparty is a municipal government authority. The obligations — payment of the Beneficiation Fee and delivery of contracted feedstock volumes — are non-cancellable and non-revocable under the executed Circular Supply Agreement.

Counterparty Type
Municipal Government
County / public authority. Tax base-backed obligations. Site 1: York County, PA — Aa2 / AA / A+ rated.
Contract Structure
Non-Cancellable
No unilateral termination right. Non-revocable guarantee on Beneficiation Fee payment and MAFV (Minimum Annual Feedstock Volume) delivery.
Default Protection
Defined Remedy Ladder
Performance shortfall triggers defined cure and remedy cascade. Force majeure is the only contractual excuse — and does not extinguish the obligation, only delays it.
Debt Service Coverage — Revenue Waterfall
Priority 1
Beneficiation Fee (TMC Fee) — contracted take-or-pay from municipal CSA. $10.95M/yr at Site 1 opening; escalates 2.5%/yr compounding.
Priority 2
RevCon™ Materials Revenue — battery-grade graphite, recovered metals, rare earth elements. Conservative RC3 baseline. Not in bond debt-service model — pure upside layer.
Priority 3
Circular Royalty™ + Exogenesis™ Royalty — community royalty streams and Option B Exogenesis™ Royalty receipts. Subordinate to bond debt service.
03 — Asset Certification

URVS — the standard that
makes the bond bankable.

The Urban Reserve Valuation Standard (URVS 1.0) is Carbotura's five-stage methodology for certifying an ACM urban reserve as a bankable institutional asset. URVS completion is the gate event for bond inclusion — and the moment a GASB 18 municipal liability becomes a collateralisable manufacturing asset.

Stage 1
Identification
Reserve boundary defined. Material classification confirmed. GASB 18 liability documented.
Stage 2
Characterisation
Feedstock elemental profile established. ACM protocol suitability confirmed. Volume and density assessed.
Stage 3
Independent Validation
Third-party engineering study. URVS methodology applied. Reserve volume and quality certified.
Stage 4
GASB 18 Extinguishment
Municipal remediation liability extinguished. Accounting reclassification confirmed. Asset transferred to SPV.
Stage 5
Bond Certification
Urban Reserve certified as bankable collateral. CSA pool inclusion approved. Bond structuring proceeds.
Current status: York County URVS validation in process alongside facility construction. Stage 5 completion is anticipated to coincide with COD, positioning Site 1 as the anchor asset for the initial Circular Bond issuance.
04 — The Equity Connection

How the bond returns equity
and scales the platform.

The Circular Bond is not merely a financing instrument — it is the mechanism that makes the ACM platform self-funding. Each Circular Bond issuance recycles the Series A equity that built the underlying facility, redeploying that capital into the next site without further dilutive equity rounds.

For Series A Equity Investors
The Refi Is the Exit
Series A equity builds the asset. The Circular Bond refinances it at institutional-grade cost of capital. Equity returns via the refi event — not IPO, not M&A. Capital is then available for redeployment into Site 2, compounding the return across the platform.
For Circular Bond Investors
Infrastructure-Grade Credit
Bond investors receive coupon secured by AA-rated municipal contracted revenue — not equity-style risk. The underlying asset is a DFM modular facility with a certified Urban Reserve and a 30-year take-or-pay agreement. This is infrastructure debt, not venture debt.
05 — The CSA Pool

Building the pool.
York County is the anchor.

The Circular Bond pool will comprise multiple executed Circular Supply Agreements, each contributing contracted Beneficiation Fee revenue and a URVS-certified Urban Reserve to the collateral pool. Diversification across counterparties, geographies, and feedstock profiles reduces concentration risk.

Anchor · Live
York County, Pennsylvania · Site 1
400 TPD · $481M · 30-year CSA · AA-rated · URVS validation in process alongside construction
$10.95M/yr
Opening Beneficiation Fee
Pipeline: Multiple CSA conversations actively progressing with municipal counterparties in the US and internationally. Each executed CSA undergoes URVS validation before pool inclusion. Full pipeline detail available in the Investor Intelligence Hub under NDA.
06 — Path to Rating

From formation to
rated bond issuance.

Phase 1 · Now
Formation
Pool structure defined. URVS validation in process. Institutional preview available by introduction.
Phase 2 · Post-COD
URVS Completion
Site 1 URVS Stage 5 certified. Anchor asset pool inclusion confirmed. Revenue history established.
Phase 3 · Y3
Credit Opinion
Rating agency engagement. Shadow rating obtained. Bond structure finalised with lead arranger.
Phase 4 · Y3–4
Rated Issuance
Rated bond issued. Series A equity recycled. Next site construction funded on institutional debt.
07 — Who This Is For

Target investor profile.

Infrastructure Debt Funds
Brookfield, Macquarie, BlackRock Infrastructure, Hannon Armstrong. Municipal-grade counterparty + contracted revenue + URVS collateral = core underwriting profile.
Green / Climate Lenders
Generate Capital, Nuveen, Calvert. Near-zero emissions process + ACM urban reserve designation + ESG covenant alignment.
Family Office Infrastructure
Patient capital with infrastructure mandate. Long duration + contracted yield + participation in ACM platform equity appreciation via Circular Royalty™ sweetener.
Sovereign Wealth Funds
Infrastructure allocation with long horizon. Non-dilutive participation in critical materials supply chain development at sovereign counterparty credit quality.
Insurance Infrastructure Desks
TIAA, MetLife, Prudential. Long-duration asset-liability matching against contracted 30-year municipal revenue stream with established credit agency ratings.
Municipal Finance Desks
Bulge bracket infrastructure teams who underwrite municipal counterparties daily. York County AA-rated obligations are familiar credit — the ACM process is the differentiated yield driver.
08 — Access

Request institutional preview.

The Circular Bond platform is in the formation and design phase. York County URVS validation is in process alongside Site 1 construction. An institutional preview briefing is available on request for qualified institutional buyers and sovereign capital allocators, by introduction only.

Circular Bond Preview
Institutional preview includes: full CSA term sheet, URVS methodology overview, preliminary pool structure, debt service coverage modelling, and 1:1 briefing with the Carbotura Capital Markets team.
Apply for Institutional Access →
Securities offered under applicable exemptions. The Circular Bond platform is not yet structured as a formal offering. Materials provided constitute preliminary information only and do not constitute an offer to sell or a solicitation to buy any security. Access to offering documents, if and when issued, will be restricted to qualified institutional buyers (Rule 144A) or verified accredited investors (Rule 506(c)). Carbotura Inc. is a Delaware C-Corporation. Carbotura York, LLC is the Pennsylvania SPV holding the executed York County CSA.