This Condensed Form is provided for convenience only. It is qualified in its entirety by the complete Private Placement Memorandum (Parts I through X plus Exhibit REG-S) and by the operative offering documents (Subscription Agreement, Series A-1 Term Sheet, Investors Rights Agreement). Prospective investors must read the complete Memorandum and consult their own legal, tax, and financial advisers before making any investment decision. All financial figures are presented at the conservative RevCon 3 baseline and are forward-looking projections subject to material uncertainty. No return is guaranteed.
Complete document: ppm-series-a1-complete.html · CRBT-PPM-506C-2026 · DRAFT v0.4+ · May 2026
Carbotura Inc. (the "Company") is a Delaware C-Corporation and the originator of Advanced Circular Manufacturing (ACM) — an industrial category the Company defined, named, and built. The Company was developed over approximately seven years of founder-funded work beginning in 2019 under Gravitas Infinitum, LLC, and was formed as a Delaware C-Corporation in June 2025 through an IRS Section 351 tax-free reorganization that contributed all technology, contracts, brand, and intellectual property into Carbotura Inc. at an estimated cost-basis value of approximately $24 million. The Series A-1 offering is the first institutional capital introduced into the Company. Leadership: Allen Witters (Chairman & CEO), John Arciero (Co-Founder & CDO), Tom Pitlanish (COO), Tyler Wood (VP, Circularity), Shannon Law (EVP, Investor Relations), Paul Camp (EVP, Capital Markets & Structuring). Full detail: PPM Part III (PPM-12, PPM-18).
ACM treats what legacy industry misclassified as waste as what it physically is: a molecularly complex raw material. The Company estimates approximately $3.7 trillion of material value is destroyed annually through industrialized disposal in the United States alone, and approximately $12–$15 trillion globally. ACM is designed to recover that stranded asset, converting manufacturing feedstock into a portfolio of high-value manufactured materials.
The Company's platform achieves Total Material Conversion (TMC) through four sequenced Carbotura Protocols — Exogenesis™, Pregenesis™, Regenesis™, and Regenesis MAX™. At the core of the Regenesis™ Protocol, the Recyclotron™ applies Microwave Catalytic Reforming in an inert, oxygen-free environment — no combustion, no stack — breaking feedstock to its molecular level to produce OmniCrude™, an elementally rich intermediate state that Regenesis MAX™ refines into finished materials. Facilities are designed for near-zero emissions, operate in Island Mode (self-powered by internally consumed hydrogen — captive use only, with no external hydrogen offtake or revenue in any scenario), and produce 116 distinct manufactured materials (100+ canonical floor) across the Revenue Confidence Level (RevCon) Valorization Ladder.
Full detail: PPM Part III (PPM-13 Technology; PPM-13A Engineering Doctrine; PPM-13B Intellectual Property — six-layer portfolio).
The Company's first commercial deployment is an ACM Manufacturing Center in York County, Pennsylvania, governed by an executed Circular Supply Agreement (CSA) held by the Company's wholly owned subsidiary Carbotura York, LLC. The facility is designed for a 400 TPD baseline capacity with a target Commercial Operation Date (COD) of 2027. The CSA runs for a minimum of 30 years from COD and is structured to continue perpetually. Full detail: PPM Part IV (PPM-17A York County Project; PPM-17D Permits & Environmental Status).
The Company quantifies its contractually secured manufacturing-feedstock reserve under its proprietary Urban Reserve Valuation Standard (URV-S). The York County facility per-site gross reserve is estimated at approximately $3.6 billion at the conservative RevCon 3 baseline, hydrogen excluded. URV-S applies a five-step certified data pipeline (engineering-certified feedstock analysis → elemental calculation against government-certified datasets → independent methodology verification by an internationally accredited inspection and certification firm → certified market pricing from recognized commodity intelligence authorities → RevCon yield and revenue ranges). URV-S figures are management estimates; independent Qualified Person review is pending. Full detail: PPM Part IV (PPM-17B Methodology; PPM-17C Reserve Statement). Accounting treatment: PPM Part VI (PPM-22B).
Each ACM Manufacturing Center is financed, owned, and operated by the Company under a Build, Own, Operate (BOO) model; the feedstock supplier bears no construction, technology, operating, or capital risk. The platform — the Circular Advantage Program — is structured as three distinct binding agreements, governed by a common Annex SD-1 and the Single Mass-Basis Rule: the Circular Supply Agreement (CSA) for intake / asset (Beneficiation Fee + Circular Royalty™ + Asset Swap); the Circular Materials Offtake Agreement (CMOA) for production / revenue (RevCon™ Materials sales to downstream buyers); and the Circular Environmental Attributes Agreement (CEAA) for attributes / incremental value (45Q, 45V framing, voluntary carbon, RECs). The Single Mass-Basis Rule provides that the same physical mass is counted once in each of the three value dimensions — never summed across dimensions. The Beneficiation Fee and the Circular Royalty™ are independent transactions under the Separate Transaction Principle and are never netted against one another. Each facility carries an up-to-seven-stream Revenue Stack; at the RevCon 3 conservative baseline the Company models steady-state materials revenue of approximately $185–$300 million per 400 TPD facility (recognized under the CMOA).
| York County (Commercial) | Executed CSA · 400 TPD · target COD 2027 · ~$3.6B gross reserve per site (RevCon 3, hydrogen excluded) |
| Pipeline opportunities | ~49 identified projects across 10 countries and 6 U.S. states |
| Aggregate pipeline CAPEX (estimated) | ~$41.2 billion |
| Government opportunities in active negotiation | 35 |
| Long-term programme target | 50 facilities (modular, repeatable BOO deployments) |
| Series A-1 funding scope | York County only. Pipeline opportunities are NOT funded by this offering. |
Pipeline figures are management estimates. Prospective investors should not evaluate this offering on the basis of pipeline figures alone. Full detail: PPM Part III (PPM-16) and PPM Part IV (PPM-17C 50-Facility Programme estimate).
| Category | Amount | % |
|---|---|---|
| Construction CAPEX — York County facility | ~$55,000,000 | 55% |
| Equipment procurement | ~$15,000,000 | 15% |
| Pre-COD operations & working capital | ~$10,000,000 | 10% |
| Reserve accounts | ~$8,000,000 | 8% |
| Permitting, regulatory & site development | ~$5,000,000 | 5% |
| Corporate operations | ~$4,000,000 | 4% |
| Offering expenses | ~$3,000,000 | 3% |
Full detail: PPM Part VI (PPM-21 Use of Proceeds itemized).
The Company's capital model for the Series A-1 round follows a defined Build · Bond · Recycle cycle. Series A-1 equity builds the York County facility; the URV-S methodology validates the contractually secured reserve; a Circular Bond is closed against the contracted Beneficiation Fee revenue stream; the bond proceeds are intended to recycle capital back to Series A-1 investors; and remaining capital is redeployed into the next facility (Site 2). The Circular Bond refinancing is the Company's intended liquidity mechanism for Series A-1 investors — not an initial public offering, and not a sale of the Company.
The Company's modelled returns for the Series A-1 round — approximately a 46% internal rate of return (IRR) and approximately a 5.0× multiple on invested capital (MOIC) — are modelled to the Circular Bond refinancing event at the RevCon 3 conservative baseline. These are modelled projections, not guarantees. Actual results may differ materially. No return is guaranteed, and investors may lose their entire investment. Full detail: PPM Part I Executive Summary; Part III PPM-16 Capital Deployment Strategy.
The Company recognizes its contractually-secured reserve right as an identifiable intangible asset at CSA signing under U.S. GAAP (ASC 805-20 / 350-30 / 930-360 / 932 analogy framework) and IFRS (IAS 38 / IFRS 6 analogy). The CSA is a title-transfer supply contract, NOT a lease — ASC 842 and IFRS 16 are inapplicable. Depletion follows units-of-production, consistent with extractive-industries practice. Beneficiation Fee revenue is recognized over time (output method); Circular Royalty™ and (under Option B) Public Authority Resource Royalty (PARR) are recognized as COGS — never netted against revenue. Aon plc serves as the Company's Insurance Broker of Record. The policy is DRAFT pending Big 4 auditor pre-clearance. Full detail: PPM Part VI (PPM-22B URV-S Accounting Treatment); Internal Accounting Policy Memorandum APM-URVS-001 (data room).
| Securities | Series A-1 Non-Participating Preferred Stock |
| Maximum offering | $100,000,000 |
| Minimum investment | $250,000 per investor (Board may waive for strategic investors) |
| Price per share | Set in the Series A-1 Term Sheet; reflects Board-established pre-money valuation |
| Liquidation preference | 1× non-participating |
| Dividends | Non-cumulative · Board-discretionary · Series A-1 priority over common |
| Conversion | 1:1 to common (subject to adjustment); auto-convert on qualified IPO or majority class vote |
| Anti-dilution | Broad-based weighted average (NVCA standard — not full ratchet) |
| Board representation | One (1) Series A-1 director while ≥50% of original Series A-1 shares remain outstanding |
| Pro-rata & Information rights | Major Investors (≥$500K of original purchase price) |
| Lock-up / Registration rights | 180 days post-IPO · 2× S-1 demand + unlimited S-3 + unlimited piggyback |
| Trading market | None. Securities are illiquid and subject to transfer restrictions. |
| Governing law | Delaware |
Full detail: PPM Part VII (PPM-24 Description of Securities).
An investment in the securities offered involves a high degree of risk and is suitable only for investors who can afford to lose their entire investment. The complete Risk Factors are set forth in PPM Part II (PPM-04 through PPM-11) and include, without limitation:
Prospective investors must complete a five-step verified-accredited-investor onboarding hosted at finance.carbotura.com/verify/: (1) Identity, (2) AI Verification, (3) Investor Pitch Session, (4) Mutual Non-Disclosure Agreement, (5) Gated Investor Portal access. The complete PPM, full data room, Subscription Agreement, and Series A-1 Term Sheet are made available to verified accredited investors after NDA execution. Verified accreditation is required regardless of subscription amount; self-certification is not sufficient under Rule 506(c).
Non-U.S. persons: see the Regulation S Addendum (Exhibit REG-S to the complete PPM) for the conditions and representations applicable to offshore investors under Rule 902(k).
Contact: Shannon Law, EVP Investor Relations, via finance.carbotura.com/portal/.