Series A Preferred Stock · Rule 506(c) · Carbotura Inc.

Building the
Circular economy.

Series A-1 Preferred Stock. CLN holders convert at closing. Open to independently verified accredited investors. OmniCrude™ — the Advanced Circular Manufacturing platform with an executed 30-year Circular Supply Agreement as its anchor asset.

Validated by

XPRIZE Carbon Removal — funded by Elon Musk and the Musk Foundation

Series A-1 Rule 506(c) York County CSA Executed CLN Converts at Close $286M DCF EV

01 — Capital Formation

CLN converts.
Series A opens.

The convertible notes fund pre-development. At the Series A, CLN holders convert to Series A Preferred at a discount — and new Series A investors join them. This deck is the Series A story.

converts

CLN

Closes

Series A

Open

Circular Bond

Forming

Series B

2028+

IPO

2030+

What CLN investors saw — and what Series A investors build on

CLN investors funded the CSA execution phase — the pre-development work that produced the York County signed agreement, the SPV structure, and the Urban Reserve Valuation work. Series A investors enter with that work completed. The risk profile is different. The opportunity is equity.

01b — Return Architecture

Build. Bond. Recycle.

Series A equity builds the asset. The Circular Bond refinances it. Equity returns without IPO or M&A. The platform scales on institutional debt — not dilutive equity.

Year 0

Series A Closes

CLN converts at 20% discount. New A investors join. $75–100M raised. Construction financing secured at SPV level.

Year 1–2 · Build

Facility Commissioned

100 TPD DFM modular facility. Commercial Operations Date achieved. URVS Urban Reserve validation initiated alongside build.

Year 2–3 · Operate

Revenue + URVS Complete

Beneficiation Fee begins Day 1. URVS validation certifies Urban Reserve as bankable institutional asset — Circular Bond collateral confirmed.

Year 3–4 · Refi

Circular Bond Closes

Asset-backed bond against contracted CSA revenue. Series A equity recycled. Capital redeployed into Site 2. Platform scales on institutional debt.

Why this changes the return profile

The Circular Bond refi is the equity liquidity event — not IPO, not M&A, not a secondary. It occurs when the operating asset refinances against its own contracted cash flows. The 46% IRR and 5.0× MOIC are modeled to this event. After refi, the platform funds its own replication on institutional-grade debt at a materially lower cost of capital than equity.

02 — What We've Built

The CSA is signed.
The model is validated.

Carbotura Series A investors enter with an executed anchor asset, a validated financial model, and a live pipeline. This is not a technology bet.

York County CSA — Executed

30-year Circular Supply Agreement with York County, Pennsylvania. Signed. 400 TPD Phase Initial. Carbotura York, LLC SPV holds the agreement.

Financial Model Validated — RC3 Baseline: $286M EV, 46% IRR

Conservative baseline model runs from contractual revenue floors. Full model in Data Room under NDA.

URVS Validation — In Process

Urban Reserve Valuation Standard validation for York County underway. Completion certifies the asset for institutional capital markets and the Circular Bond platform.

Municipal Pipeline — Active

Multiple Circular Supply Agreement conversations with municipalities actively progressing. York County execution is creating proof-of-deployment momentum.

🔒

Register to continue.

Unlock the full Series A deck — equity story, revenue architecture, unit economics, offering terms, and path to Circular Bond.

03 — Revenue Architecture

Two instruments.
One agreement. Compounding.

Every CSA contains the Beneficiation Fee and the Circular Royalty™. Series A equity participates in the full revenue stack across every deployment.

$88

Beneficiation Fee (TMC Fee) Year 1
per tonne · +2.5%/yr

120%

Circular Royalty™ base
of Year 1 Beneficiation Fee → 150%

~$696M

Projected Circular Royalty™
30 years · 400 TPD

The equity multiplier — why Series A is the inflection

Series A equity participates in the revenue from the York County CSA — and from every subsequent CSA executed. The Beneficiation Fee provides the contractual floor; the Circular Royalty™ compounds via the Royalty Multiplier (120% → 150%, +1pp/yr, ~3.3%/yr effective). At Phase Full deployment across multiple Circular Supply Agreements, the revenue base is structurally different from Phase Initial.

04 — Unit Economics

$286M Enterprise Value.
Conservative baseline.

The RC3 model is conservative by design. Battery-grade synthetic graphite commands 3–5× commodity spot. The model does not price in that upside.

Where This Return Lives — Capital Stack

Upside Layer

Exogenesis™ Royalty · URVS Urban Reserve appreciation · Tax Abatement (Option B) — uncapped

Series A Equity

46% IRR · 5.0× MOIC · Capital returned via Circular Bond refi event · No dilutive follow-on required

Circular Bond

AA-county contracted revenue pool · URVS-certified Urban Reserve collateral · Institutional debt instrument

CSA Floor

$481M · Non-cancellable · Take-or-pay · AA-rated · 2.5%/yr Beneficiation Fee escalation · 30-year minimum

RC3 baseline — 400 TPD · York County

DCF Enterprise Value$286M

Project IRR46%

Blended output value (RC3)~$168 / tonne

Capacity utilisation85% steady-state

Contract term30 years

Full model in data room

30-year projection with phased capacity ramp, sensitivity tables, and revenue disaggregation by product stream. Available under executed NDA.

Scale path — equity participation grows with each CSA

Phase 1 (York County)400 TPD

Phase 2 (pipeline Circular Supply Agreements)+2,000 TPD target

Circular Bond PlatformInstitutional · Multi-deployment

Series B horizon2028+

IPO horizon2030+

05 — The Offering

Series A-1 Preferred.
Rule 506(c).

General solicitation permitted under Rule 506(c). All investors must be independently verified as accredited prior to receiving offering documents.

Security	Series A-1 Preferred Stock
Exemption	Rule 506(c) · Regulation D
Liquidation preference	1× non-participating
CLN conversion	Automatic at closing at discount
Issuer	Carbotura Inc. (Delaware C-Corp)
Access	Verified accredited investors · Contact Shannon

506(c) — General solicitation

Rule 506(c) allows Carbotura to broadly advertise this offering. All investors must be independently verified as accredited — self-certification is not sufficient. Carbotura uses a third-party accreditation service. This pitch is not an offer to sell — any offer will be made by means of the PPM only.

PPM and subscription agreement

Full Private Placement Memorandum, Subscription Agreement, and exhibits available in the Data Room upon executed NDA and verified accredited investor status.

06 — Team

Built by people who
built the model.

Allen Witters

Founder & Chief Executive Officer

Architect of the Carbotura ACM platform and the OmniCrude™ process. Developed the CSA structure, the URVS standard, and the capital formation roadmap. Built the York County anchor asset.

Shannon Law

Investor Relations

Manages the full investor lifecycle from registration through close — due diligence, term sheet, accreditation, and data room access. Primary point of contact for all Series A enquiries.

Platform Asset Strategy · Investor Note

Option B: The economics of the TMC Fee trade-off

Under Option B, Carbotura waives the Beneficiation Fee (TMC Fee) in exchange for the community's land deed and Tax Abatement. For investors evaluating the platform, the question is whether that trade is rational for Carbotura. The numbers answer it clearly.

What Carbotura gives up

Beneficiation Fee (TMC Fee) — Option A ~$801M

Beneficiation Fee (TMC Fee) — Option B $0 — waived

TMC Fee forgone (400 TPD / 30yr) ~$801M

Carbotura retains all RevCon™ manufactured materials on both paths — unchanged.

What Carbotura receives in exchange

Tax Abatement — avoided local taxes (400 TPD / 30yr) ~$6.8B

URVS Urban Reserve asset (Circular Bond collateral) per site

Exogenesis™ feedstock at $0 BF cost per site

Tax Abatement alone vs. TMC Fee forgone ~8.5×

Before URVS Urban Reserve value and Exogenesis™ feedstock at $0 BF cost.

1 — Tax Abatement: ~$1.7B per 100 TPD of capacity over 30 years

The community provides a Tax Abatement on Carbotura's manufacturing facility — avoided local taxes under NAICS Sector 31–33 manufacturing classification. At 400 TPD this is approximately ~$6.8B in avoided local taxes over the 30-year term. This benefit flows directly to Carbotura's operating cost base. It is unavailable under NAICS 562xxx waste classifications.

2 — URVS Urban Reserve asset: Circular Bond collateral

The deeded site is submitted for URVS validation — converting a GASB 18 liability into a certified bankable manufacturing reserve. Each URVS-certified Urban Reserve is collateral for the Circular Bond programme. Without Option B sites the Circular Bond cannot be structured. Each Option B CSA is therefore a capital structure event as well as a feedstock agreement — enabling institutional capital at a cost of capital materially below equity.

3 — Exogenesis™ feedstock at $0 Beneficiation Fee cost

The deeded deposit is Carbotura's manufacturing input. Under Option A, Carbotura pays Beneficiation Fee (TMC Fee) on every ton of community-delivered feedstock. Under Option B, Carbotura excavates and converts the deeded reserve on its own schedule — paying only the Exogenesis™ Royalty on extraction, controlling volume and timing. Carbotura retains all RevCon™ output.

Scale reference — Tax Abatement vs. TMC Fee forgone (30-year term)

Capacity	TMC Fee forgone	Tax Abatement received	Multiple
100 TPD	~$200M	~$1.7B	~8.5×
200 TPD	~$400M	~$3.4B	~8.5×
400 TPD	~$801M	~$6.8B	~8.5×

Tax Abatement multiple before URVS Urban Reserve value and Exogenesis™ feedstock at $0 BF cost. Indicative over 30-year term. Subject to CSA terms and jurisdiction-specific incentive availability.

Community rationality — why Option B pipeline closes

The community providing the Tax Abatement and land deed receives GASB 18 extinguishment plus Sovereign Resource and Exogenesis™ royalty streams. A negative-value liability site and facility tax revenue are exchanged for immediate GASB 18 relief and a royalty stream — rational on the community's own terms, independent of the $6.8B Tax Abatement that flows to Carbotura. Option B communities do not need incentivising. The case closes on liability extinguishment and royalties alone.

Invest in the
circular economy.

Apply for full investor portal access — data room, PPM, subscription agreement, and direct communications with the Carbotura capital team.

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All financial figures are Carbotura planning-basis estimates. $286M DCF EV and 46% IRR are RC3 conservative baseline projections — not guaranteed returns. York County CSA executed; all other pipeline Circular Supply Agreements are in negotiation. This material does not constitute an offer to sell or a solicitation to buy any securities. Any offer will be made only by means of a Private Placement Memorandum to verified accredited investors under Rule 506(c) · Regulation D. Carbotura Inc. is a Delaware C-Corporation. Carbotura York, LLC is the Pennsylvania SPV. Prepared by Carbotura, Inc. 2026.

Building the Circular economy.

CLN converts.Series A opens.

Build. Bond. Recycle.

The CSA is signed.The model is validated.

Register to continue.

Two instruments.One agreement. Compounding.

$286M Enterprise Value.Conservative baseline.

Series A-1 Preferred.Rule 506(c).

Built by people whobuilt the model.