Carbotura Capital, LLC:
Co-Investment Company Structure
Carbotura Capital, LLC, a Wyoming-based company, enables investors to co-invest in projects while maintaining managing member control and optimizing returns. This structure balances the interests of both managing members and investors, creating a flexible platform for growth and liquidity.
Carbotura Capital offers investors a 90% economic interest while retaining 10% managing member group control. This presentation will outline the company's formation, ownership structure, governance, and its benefits.
Carbotura Capital was formed to facilitate co-investment with Carbotura Inc, which is investing in Contracted Waste to Circular Manufacturing (WtCM) facilities. This model offers investors the chance to participate in a unique opportunity with the potential for significant returns while contributing to sustainability.
Carbotura Inc. provides all project capital, including reserves. Carbotura Inc. manages projects worldwide. Once project value and capital are determined, Carbotura Inc. presents the exclusive investment opportunities to Carbotura Capital.
Carbotura Capital can invest in up to 20% of any project on the same terms as Carbotura Inc. This means both entities share equally the risks and rewards of the investment.
Waste to Circular Manufacturing Investments
Market Highlights
Market Highlights
Detailed Information
The Operating Business
brief.carbotura.com
Carbotura: Revolutionizing Circularity
Carbotura has unlocked the missing link in the circular economy, offering communities a revolutionary escape from the traditional waste management trap. Our Waste to Circular Manufacturing (WtCM) process doesn't just close the loop—it transforms it, inverting the cost of waste management into a lucr
carbotura-zero-emissions-zb3v2b2.gamma.site
Transforming Communities: Carbotura's Zero-Waste, Zero-Emissions Revolution
Carbotura proudly announces the launch of our first two 400-ton-per-day (TPD) Regenesis facilities, marking a revolutionary step forward in sustainable manufacturing. These state-of-the-art facilities showcase our commitment to transforming waste into valuable resources while achieving zero emission
"Access Capital" Model Better Than any Fund Structure
Corporate Structure
Company Formation and Ownership
Formation Details
Carbotura Capital, LLC was formed in Wyoming to enable investor co-investment with Carbotura Inc., which is deploying $10 billion for Contracted Waste to Circular Manufacturing Facilities. Wyoming offers a favorable business environment and tax benefits.
Ownership Structure
The company features a 10% Managing Member Group, holding Class A units with voting rights. The remaining 90% is held by the Investor Pool, with Class B Convertible Preferred units. This structure ensures founder control while providing a significant economic interest to investors.
Capital Structure
1
Class A Units
Represent 10% of total units, held by the Managing Members Group with voting rights. These units are non-dilutive.
2
Class B Convertible Preferred Units
Comprise 90% of total units, held by investors. These units are non-voting but convertible to Class C Common units upon liquidity events. They offer an 8% annual coupon or 10% if rolled up to conversion.
3
Class C Common Units
Experience the economic impact post-conversion of Class B units during liquidity events. These units maintain your stake without voting rights and may become publicly traded.
Conversion Rights and Liquidity Events
1
Conversion Trigger
Class B units convert to Class C Common units upon specific liquidity events.
2
Liquidity Event Types
Events include Initial Public Offerings (IPOs), sales, specific investment or portfolio sales, or other defined triggers.
3
Conversion Ratio
The ratio is determined based on company or investment valuation at the time of the event.
Carbotura Capital, LLC
Join forces with Carbotura Inc. in their venture for Contracted Waste to Circular Manufacturing Facilities.
Carbotura Capital, LLC offers up to 20% ownership in any SPV on equal footing with Carbotura Inc.
Investment Structure and Use of Proceeds
Operating Expenses
Up to 10% of funds raised are allocated towards investment development and the operation of Carbotura Capital, LLC, ensuring efficient management of the company.
Co-Investments
A minimum of 90% of funds is directed towards co-investments, maximizing potential returns for investors.
SPV Purchase Limits
Carbotura Capital can purchase up to 20% of any SPV on a pari passu basis with Carbotura Inc., meaning both parties have equal rights and obligations.
Risk Reduced Pooling
By allowing Carbotura Capital, LLC to invest across all SPVs risk is spread across all SPV and geographies, there are more than a dozen projects in the development pipeline.
Profit Distribution and Transfer Restrictions
Carbotura Capital, LLC was created to allow outside investors to co-invest with Carbotura Inc. which is deploying $10B in capital for Contracted Waste to Circular Manufacturing Facilities.
New Investor Admission and Information Rights
New Investor Process
New investors can join by purchasing Class B Convertible Preferred units. Through an approved Private Placement Memorandum and our exclusive Broker/Dealer AltSourced Solutions This structure allows for scaling the company and admitting new accredited and approved investors.
Information Rights
All unitholders receive regular reports on investment performance and company financials, ensuring transparency and keeping investors informed.
Liquidity and Exit Mechanisms
1
Conversion to Class C
Class B units convert to Class C units upon liquidity events, facilitating easier trading or sale.
2
Tag-Along Rights
Class B unitholders have tag-along rights, protecting their interests in case of a sale.
3
Drag-Along Rights
Class A unitholders have drag-along rights, including protective provisions for Class B holders.
Wyoming LLC Specific Provisions
1
Registered Agent
Carbotura Capital, LLC maintains a registered agent in Wyoming to comply with state requirements.
2
Annual Compliance
The company files an annual report and pays license tax to the Wyoming Secretary of State.
3
Legal Compliance
The Operating Agreement complies with all Wyoming LLC Act requirements.
4
Co-Investment Focus
Carbotura Capital, LLC is dedicated to deploying co-investment capital the exclusive deal flow.
Benefits for Investors in Carbotura Capital, LLC
Significant Economic Interest
Investors hold 90% of the economic interest in all investments, providing substantial upside potential.
Preferred Return
8% annual coupon, paid annually, or 10% if rolled up to conversion, ensuring a minimum return on investment.
Liquidity Options
Class B units are convertible to Class C Common units upon liquidity events, providing exit opportunities.
Investment Focus
At least 90% of funds are used for co-investments, maximizing the potential for returns.
Benefits for Investors in Carbotura Capital, LLC - cont.
Tax Efficiency
Pass-through taxation as an LLC, avoiding double taxation associated with C-corporations.
Tax Efficiency
Potential for Qualified Business Income (QBI) deduction of up to 20% under Section 199A of the Internal Revenue Code.
Tax Efficiency
Possibility of long-term capital gains treatment upon liquidity events.
Tax Efficiency
No state income tax due to Wyoming jurisdiction.
Benefits for Investors in Carbotura Capital, LLC - cont.
Flexible Tax Structure
Losses can pass through to investors, potentially offsetting other income (subject to passive activity loss rules).
Aligned Interests
The structure ensures that the Managing Member group's interests are aligned with those of the investors.
Regular Reporting
Investors receive regular updates on investment performance and company financials.
Environment Reporting
The company is committed to environmental reporting and Impact.
This structure offers investors a combination of attractive economics, tax efficiency, governance input, and liquidity options, all within a framework designed to align interests and maximize potential returns in the co-investment space.
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Redefining Sustainability
Disclaimers
The information contained in this presentation is confidential and proprietary to Carbotura Capital LLC ("Carbotura") and should not be distributed, directly or indirectly, to any other party other than persons within the intended recipient organization, persons with whom the recipient organization is working in confidence on behalf of Carbotura, and the recipient organization's financial advisors and legal counsel, without the written consent of the author. Carbotura is not acting as a municipal advisor or securities dealer and the opinions or views contained herein are not intended to be and do not constitute, advice within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
The information provided is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of the Company's confidential offering memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, this document does not constitute investment advice or counsel or solicitation for investment in any security. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained herein, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
Market Pricing and Volatility
The market prices used as assumptions in the provided proformas are based on currently available data. These prices are inherently subject to fluctuations due to a variety of factors, including, but not limited to, global and regional economic conditions, geopolitical events, interest rates, and other external events. Such volatility in market prices can significantly affect the accuracy and reliability of the proformas. Accordingly, any reliance on the proformas should be undertaken with caution, understanding that actual results may vary, potentially materially, from the assumptions.
Assumptions Subject to Change
The assumptions embedded within the proformas are based on present conditions and our current understanding of various business factors. These assumptions may change due to a myriad of business conditions including, but not limited to:
- Regulatory or legislative changes
- Technological advancements or disruptions
- Market competition and innovations
- Shifts in consumer preferences and behavior
- Macroeconomic factors like inflation, unemployment, and exchange rates
- Unexpected events, such as pandemics, natural disasters, or other force majeure events
Supply Chain Issues
The underlying costs assumed in the proformas may be affected by challenges and disruptions in the supply chain. This encompasses a range of issues, from the availability and pricing of raw materials to transportation delays, labor shortages, geopolitical conflicts, tariffs, and other trade barriers. The actual costs may, therefore, deviate from those presented in the proformas.
Environmental Monetizable Attributes
The proformas may incorporate assumptions regarding environmental monetizable attributes, such as carbon credits, renewable energy credits, or other similar instruments or incentives. The value, applicability, and availability of such attributes are subject to change based on government regulations, policies, and interventions, as well as prevailing market conditions. The government can enact, amend, or repeal regulations that impact these attributes, and market demand and supply can influence their monetizable value.
By using, reviewing, or relying on the proformas, you acknowledge and agree to the inherent uncertainties and risks associated with the aforementioned factors. It is recommended to consult with professional advisors before making any decisions based on the proformas.
REGULATION D 506(C) MANDATED LEGEND
Any historical performance data represents past performance. Past performance does not guarantee future results; Current performance may be different than the performance data presented; The Company is not required by law to follow any standard methodology when calculating and representing performance data; The performance of the Company may not be directly comparable to the performance of other private or registered funds or companies; The securities are being offered in reliance on an exemption from the registration requirements, and therefore are not required to comply with certain specific disclosure requirements; The Securities and Exchange Commission has not passed upon the merits of or approved the securities, the terms of the offering, or the accuracy of the materials.
506(c) DISCLAIMER
506(c) DISCLAIMER
General Solicitation Legend: The information contained on this website or certain pages in this website about Carbotura Capital, LLC may be considered to be a general solicitation of and general advertising for the sale of exempted securities to accredited investors under Rule 506(c) of the Securities Act. As such, prior to the sale of any security to any investor, the company must take reasonable steps to verify that all potential investors are accredited investors, and such reasonable verification steps include, but are not limited to:
- Reviewing copies of any IRS form that reports the income of the purchaser and obtaining a written representation that the purchaser will continue to earn the necessary income in the current year.
- Receiving a written confirmation from a registered broker-dealer, SEC registered investment adviser, licensed attorney, or certified public accountant that such entity or person has taken reasonable steps to verify the purchaser's accredited status.
Cautionary Statements:
Information that appears on this website, particularly information about the company, or companies contained in the Carbotura Capital, LLC, contains forward-looking statements that involve risks and uncertainties and is only intended for accredited investors. The company, or companies of the Carbotura Capital, LLC are active in alternative asset classes, and there can be no guarantee that the investment will increase over time; that there will be any buyers or demand for the investments in the future; or that the companies can generate sufficient funds to fund the ongoing obligations of the Company. There are additional risks of investing in the Company, or companies within the Carbotura Capital, LLC that are more fully set forth in the offering materials for the securities or other interests of each individual company, so the information contained in this website is of limited use because it is not intended to be a complete disclosure. The Company, nor companies can neither guarantee profits of any kind nor can they protect you from losses, and there is no guarantee that past performance will be indicative of future results. An investor assumes the entire cost and risk of any investment made and is completely responsible for making any investment decisions so use your own judgment and practice due diligence. Always take the time to do your own research involving personal investments. Disclaimer: The Carbotura Capital, LLC has made all reasonable efforts to ensure that the information provided through its website is accurate at the time of inclusion; however, there may be inadvertent and occasional errors. The Carbotura Capital, LLC does not guarantee the accuracy, validity, timelessness, completeness or suitability of any information or data made available to you on this site, and the Carbotura Capital, LLC reserves the right to make changes and corrections at any time, without notice.
Securities Disclaimer
This website is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of the Company's confidential Offering Memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly this website does not constitute investment advice or counsel or solicitation for investment in any security. This website does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in the website, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
Securities Disclaimer
This website is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of the Company's confidential Offering Memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly this website does not constitute investment advice or counsel or solicitation for investment in any security. This website does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in the website, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.