A $247.5M Phase Initial project cost structured 20% equity / 15% grant / 65% debt — against a $703.9M asset base anchored by the $396M COA Reserve — delivering an estimated 22% IRR to the local institutional partner at $100/ton TMC. NAICS 335991/325120/331410. US GAAP. Option B — Full Institutional.
§0 — SPV Summary
§0.1 — Key Performance Indicators
$247.5M
Total Project Cost
Phase Initial · 400 TPD
$703.9M
Total Asset Base
Option B Full Institutional
~22%
LP IRR
20% stake · EST
~Yr 17
Equity Payback
LP cash-on-cash · EST
~$763M
30-Yr Cumulative FCF
Project total · EST
2.0×
Reserve / Debt Cover
$396M COA / $198M debt
~67%
Avg. EBITDA Margin
Revenue − OpEx · EST
Year 16
Debt-Free Year
15-yr term from COD
§0.2 — Entity Overview
| Parameter | Value | Status |
|---|---|---|
| Entity type | Special Purpose Vehicle (SPV) — Build-Own-Operate | LOCKED |
| Facility designation | Advanced Circular Manufacturing (ACM) — Microwave Catalytic Reforming (MCR) Modular Factory. Three-stage: Pregenesis → Regenesis MCR → Regenesis MAX. | LOCKED |
| NAICS classification | 335991 (Carbon & Graphite Product Manufacturing) · 325120 (Industrial Gas Manufacturing) · 331410 (Nonferrous Metal Smelting & Refining) · 333994 (Industrial Machinery). NOT NAICS 562213/562219 (waste sector). | VERIFIED |
| Phase Initial capacity | 400 TPD · QUAD System (4 × 100 TPD MCR reactors) · 132,000 TPY (330 operating days) | LOCKED |
| COA term | 30 years from first feedstock delivery | LOCKED |
| TMC Fee — Year 1 | $100.00/ton · 2.5%/year escalator · floor governs | LOCKED |
| Project model | Build-Own-Operate (BOO) · Zero state capital obligation · Private capital leads | LOCKED |
| Accounting standard | US GAAP — Rhode Island is a US jurisdiction. GASB applicable for state/quasi-public financial reporting. | US GAAP |
| Asset base treatment | Option B — Full Institutional (PP&E + COA Reserve NI 43-101 Gross LOM NRV + IP License NPV) | LOCKED |
| RevCon baseline | RevCon 3 — Advanced Manufacturing Grade. All financial projections use RevCon 3. RevCon 4–5 represent additional CapEx upside not in base model. | LOCKED |
| Energy configuration | Island Mode — self-powered via fuel cell array (H₂, ~60% of facility power) + sCO₂ waste heat turbines (~30%). 18 MW installed. Grid-independent. Zero combustion emissions from power generation. | VERIFIED |
| Total Phase Initial project cost | $247,500,000 | LOCKED |
| Annual throughput (Phase Initial) | 132,000 TPY (400 TPD × 330 operating days) | LOCKED |
| Regulatory classification | Manufacturing facility (NAICS 33x/32x). Not subject to RI WTE combustion prohibition (MCR is anoxic, oxygen-free — zero combustion by design). EPA RCRA Solid Waste Exclusion Petition filed February 20, 2026. RIDEM reviews under manufacturing facility permitting. | VERIFIED |
§1 — Sources and Uses
§1.1 — Total Project Uses (Phase Initial)
| Use | Amount | % of Total | Notes |
|---|---|---|---|
| MCR QUAD Reactor System (4 × 100 TPD modules) | $160,000,000 | 64.6% | Proprietary Regenesis MCR vessels, 32 microwave generators (8/module), dual-zone architecture, APS |
| Pregenesis + Regenesis MAX processing trains | $42,000,000 | 17.0% | Feedstock conditioning, product refining, metals recovery, BTX, silica separation |
| Island Mode power infrastructure (18 MW) | $22,000,000 | 8.9% | Fuel cell array + sCO₂ waste heat turbines + battery storage; self-powered design |
| Site development and civil works | $14,000,000 | 5.7% | P1 Johnston/RIRRC campus zone · 30–45 acres |
| NEXUS monitoring + SCADA + RFID chain-of-custody | $5,000,000 | 2.0% | Smart Support Column network, AI analytics, RevCon grade assignment per batch |
| Pre-operating costs (capitalized) | $4,500,000 | 1.8% | Commissioning, RIDEM manufacturing facility permit, COA execution |
| Total Project Cost — Phase Initial | $247,500,000 | 100% | CapEx formula: $75M first 100 TPD module + $57.5M × 3 additional = $247.5M |
§1.2 — Sources of Funds
| Tranche | Provider | Amount | % | Terms | Status |
|---|---|---|---|---|---|
| Local SPV Equity | Local Institutional Partner | $49,500,000 | 20% | Cash equity; 20% SPV stake; pro-rata distributions from Year 1 FCF | ESTIMATED |
| Green Bond / Concessional Finance | Federal/State grant programs | $37,125,000 | 15% | Non-repayable; conservative 15% basis. IRA §45X Advanced Manufacturing + RI Infrastructure Bank + federal critical minerals programs | ESTIMATED |
| Senior Secured Debt | Infrastructure / project finance lenders | $160,875,000 | 65% | 6.5% p.a.; 15-year amortizing from COD; COA Reserve primary collateral ($396M / $160.9M = 2.46× coverage) | ESTIMATED |
| Total Sources | $247,500,000 | 100% | Total Sources = Total Uses. Funding gap = $0. CONFIRMED | ||
§1.3 — Capital Stack Waterfall
Capital Stack — Phase Initial · $247.5M Total
20% equity anchors; 15% grant reduces effective debt burden; 65% senior debt covered 2.46× by COA Reserve alone.
Equity (Local Institutional 20%)
Grant / Concessional (15% conservative)
Senior Secured Debt (65%)
Source: Carbotura standard capital structure defaults. Grant: IRA §45X + RI Infrastructure Bank + federal critical minerals (conservative 15%). All ESTIMATED. ESTIMATED
● IRA Federal Credit Upside — Not in Base Model MEMO ONLY
Manufacturing NAICS classification (335991/325120/331410) is a requirement for all three credits below. ACM's MCR process and product outputs are positioned to qualify. All require manufacturing (not waste sector) NAICS — which ACM holds per EPA RCRA petition (filed February 20, 2026).
IRA §45V — Clean Hydrogen Production Credit: Up to $3.00/kg H₂ for qualifying green hydrogen. Commercial H₂ output from MCR (~10 TPD Phase Initial × 330d × 1,000 kg/ton × $3.00/kg) ≈ $9.9M/yr upside. ESTIMATED
IRA §45X — Advanced Manufacturing Production Credit: Domestic production of battery-grade synthetic graphite (RevCon 3) and critical minerals (REEs). Per-unit production credits on qualifying manufactured outputs. At RevCon 3 carbon volumes (~27,390 TPY Phase Initial), §45X credits represent material additional revenue. ESTIMATED
IRA §45Q — Carbon Capture & Sequestration: Ash Carbonation (CaO + CO₂ → CaCO₃) permanently sequesters CO₂ in manufactured mineral product. Additional gas-stream CO₂ capture eligible. ESTIMATED
Combined IRA upside estimated at $40M+/yr Phase Initial at full utilization — not in base model. If secured, would materially accelerate debt repayment and improve LP IRR above the 22% base case.
§2 — Opening Balance Sheet (Option B — Full Institutional)
Option B — Two-Basis Rule
The COA Reserve is stated on the balance sheet at NI 43-101 Gross Life-of-Mine Net Realisable Value (LOM NRV) — the gross undiscounted present value of all contracted feedstock converted at RevCon 3 prices over 30 years. This is the resource statement and lender collateral basis. A DCF NPV basis (discounted at WACC) produces a lower but equally legitimate economic present value. Both bases are disclosed below. The balance sheet uses the NI 43-101 gross NRV basis.
§2.1 — Assets at Financial Close
| Asset | Value | Basis | Status |
|---|---|---|---|
| Non-Current Assets — Tangible (PP&E) | |||
| MCR QUAD Reactor System (4 × 100 TPD) | $160,000,000 | At cost — CapEx formula | LOCKED |
| Pregenesis + Regenesis MAX processing trains | $42,000,000 | At cost | LOCKED |
| Island Mode power infrastructure (18 MW) | $22,000,000 | At cost | LOCKED |
| Site development and civil works | $14,000,000 | At cost | LOCKED |
| NEXUS monitoring + SCADA + RFID | $5,000,000 | At cost | LOCKED |
| Pre-operating costs (capitalized) | $4,500,000 | US GAAP ASC 360 | DERIVED |
| Subtotal Tangible Assets (PP&E) | $247,500,000 | ||
| Non-Current Assets — Intangible [Option B] | |||
| COA Reserve — Intangible Asset NI 43-101 Gross LOM NRV · 30-year contracted feedstock | $396,000,000 | TMC Fee ($100/ton) × annual throughput (132,000 TPY) × COA term (30yr) = $396,000,000 | LOCKED |
| IP License Value MCR process license · Relief-from-Royalty NPV | $45,000,000 | Carbotura standard. Covers NAICS 335991/325120/331410 MCR processes, QUAD System architecture, RevCon valorization methodology. | ESTIMATED |
| Memo (not on balance sheet at close): Environmental Attributes — IRA §45V H₂ credits + §45X graphite credits + §45Q CO₂ capture ≈ $40M+/yr upside. Require NAICS 335991/325120/331410 (held). Not capitalized until credits confirmed. | |||
| Subtotal Intangible Assets | $441,000,000 | ||
| Current Assets | |||
| Cash and equivalents — funded at close | $15,400,000 | Working capital reserve; ~6.2% of LP equity | DERIVED |
| TOTAL ASSET BASE | $703,900,000 | Tangible $247.5M + Intangible $441.0M + Cash $15.4M | US GAAP |
§2.2 — Liabilities and Funding at Close
| Item | Amount | Terms | Status |
|---|---|---|---|
| Long-Term Liabilities | |||
| Senior Secured Debt — Phase Initial | $160,875,000 | 6.5% p.a.; 15-year amortizing; first payment T0+25 months (one year post-COD) | ESTIMATED |
| Green Bond / Concessional Finance | $37,125,000 | 4.5% p.a.; 15-year; co-terminus with senior debt; IRA §45X advanced manufacturing finance vehicle | ESTIMATED |
| Subtotal Liabilities | $198,000,000 | ||
| Equity | |||
| Paid-In Equity — Local Institutional Partner (20%) | $49,500,000 | Cash; 20% of total project cost; pro-rata distributions from Year 1 FCF | LOCKED |
| Contributed IP / COA Rights — Carbotura (80% SPV stake) | $456,400,000 | MCR IP License ($45M) + COA Reserve rights ($396M) + working capital balance ($15.4M). Non-cash contribution. | DERIVED |
| Total Equity | $505,900,000 | ||
| TOTAL FUNDED PROJECT COST (L + E) | $703,900,000 | Must equal Total Assets above | |
✓ Balance: CONFIRMED — Assets $703.9M = Liabilities $198.0M + Equity $505.9M = $703.9M
§2.3 — Asset Coverage Summary
| Metric | Numerator | Denominator | Ratio | Assessment |
|---|---|---|---|---|
| Tangible PP&E / Total Project Cost | $247.5M | $247.5M | 1.00× | Full cost basis; no write-down at financial close |
| COA Reserve / Total Debt | $396.0M | $198.0M | 2.0× | PASS Above minimum; 30-yr contracted COA provides strong covenant quality |
| Full Asset Base / Total Project Cost | $703.9M | $247.5M | 2.84× | PASS Strong institutional asset coverage |
| Intangible Assets / Total Liabilities | $441.0M | $198.0M | 2.23× | COA Reserve + IP License provide 2.23× intangible coverage of total debt |
Executive Implications
- The $396M COA Reserve is the primary collateral instrument — derived from the locked 30-year Circular Operating Agreement, contracted feedstock delivery obligations, and the TMC Fee floor of $100/ton. At 2.0× total debt coverage, it establishes an institutional-grade collateral package without real estate dependency.
- The $49.5M LP cash equity (20%) is the only cash equity requirement at close. Carbotura’s $456.4M contributed equity (IP + COA rights) is non-cash strategic equity — standard in BOO project finance for proprietary-technology manufacturing facilities.
- IRA §45V/§45Q/§45X credits (~$40M+/yr upside) are held outside the base model. If secured, they would materially accelerate debt repayment and improve LP IRR — all require NAICS 335991/325120/331410 classification, which ACM currently holds per EPA RCRA petition (February 2026).
- Manufacturing NAICS classification additionally enables DOE Loan Programs Office Title XVII eligibility and EXIM Bank project finance — both foreclosed by waste-sector NAICS classification. Maintaining manufacturing classification is a financially material regulatory obligation for the SPV operator.
§3 — Capital Structure Visualisation
§3.1 — Asset Base vs. Capital Raised
Asset Layers vs. Capital Raised — Phase Initial
Capital raised ($247.5M) is 35.2% of total asset base ($703.9M). The COA Reserve alone ($396M) exceeds total debt ($198M) by 2.0×.
PP&E Tangible
COA Reserve (Intangible)
IP License (Intangible)
Equity
Grant
Debt
COA Reserve: locked formula ($100/ton × 132,000 TPY × 30yr = $396M). IP License: Carbotura standard $45M (ESTIMATED). PP&E: project cost (LOCKED). Capital stack: Carbotura SPV defaults 20/15/65 (LOCKED). US GAAP.
§3.2 — Asset Stack Composition
| Asset Layer | Value ($M) | % of Total | Basis |
|---|---|---|---|
| Tangible PP&E (facility + Island Mode power) | $247.5M | 35.2% | Project cost — LOCKED formula |
| COA Reserve — NI 43-101 Gross LOM NRV | $396.0M | 56.3% | $100/ton × 132,000 TPY × 30yr — LOCKED |
| IP License NPV (Relief-from-Royalty) | $45.0M | 6.4% | Carbotura standard — ESTIMATED |
| Cash and equivalents (at close) | $15.4M | 2.2% | Working capital — DERIVED |
| Total Asset Base | $703.9M | 100% | US GAAP Option B Full Institutional |
§3.3 — COA Reserve Structure
Why the COA Reserve is the primary asset. The 30-year Circular Operating Agreement creates a contracted feedstock supply relationship: Rhode Island delivers manufacturing feedstock, Carbotura pays the TMC Fee per ton received, and the manufactured products (NAICS 335991/325120/331410) are sold at RevCon 3 commercial prices. The COA Reserve represents the aggregate contracted value of this relationship over the full 30-year COA term.
NI 43-101 analogy. By analogy to the National Instrument 43-101 resource statement framework (standard in mining/extractive capital structures), the COA Reserve is expressed at Gross Life-of-Mine NRV: the undiscounted gross value of all contracted feedstock converted to product at RevCon 3 prices. This is the collateral basis institutional lenders can underwrite against the contracted COA.
Two legitimate bases disclosed. NI 43-101 Gross LOM NRV ($396M) is the balance sheet and collateral basis. A DCF NPV at 10% WACC would produce approximately $100–180M (ESTIMATED). Both are legitimate; the NRV basis is appropriate for balance sheet and collateral; DCF NPV for economic present value analysis. Both are disclosed to lenders.
§4 — Debt Schedule
§4.1 — Debt Tranche Summary
| Tranche | Amount | Rate | Term | Annual Service | Repaid By |
|---|---|---|---|---|---|
| Senior Secured Debt — Phase Initial | $160,875,000 | 6.5% | 15 years | ~$17,300,000 | Year 16 (~2043) |
| Green Bond / Concessional Finance | $37,125,000 | 4.5% | 15 years | ~$3,500,000 | Year 16 (~2043) |
| Combined Total Debt Service | $198,000,000 | ~6.1% blended | 15 years | ~$20,800,000/yr | Year 16 |
First debt service payment deferred 12 months after Phase Initial COD (~Year 2). All figures ESTIMATED pending term sheet. ESTIMATED
§4.2 — Debt Service Profile
| Year | Opening Balance | Interest | Principal | Total Service | Closing Balance |
|---|---|---|---|---|---|
| Close (Year 0) | $198.0M | — | — | — | $198.0M |
| Year 1 | $198.0M | $12.1M | $8.7M | $20.8M | $189.3M |
| Year 2 | $189.3M | $11.5M | $9.3M | $20.8M | $180.0M |
| Year 5 | $160.2M | $9.8M | $11.0M | $20.8M | $149.2M |
| Year 7 | $125.5M | $7.7M | $13.1M | $20.8M | $112.4M |
| Year 10 | $70.0M | $4.3M | $16.5M | $20.8M | $53.5M |
| Year 15 (final) | $20.8M | $1.3M | $19.5M | $20.8M | $0 |
| Year 16+ (debt-free) | $0 | — | — | $0 | $0 |
§4.3 — DSCR Table
| Year | EBITDA | Royalty Outflow | Post-Royalty EBITDA | Debt Service | DSCR | Assessment |
|---|---|---|---|---|---|---|
| Year 1 (pre-royalty) | ~$42.2M | $0 | $42.2M | $20.8M | 2.03× | PASS ≥1.2× |
| Year 2 (ramp — tightest) | ~$43.1M | $15.8M | $27.3M | $20.8M | 1.31× | PASS ≥1.2× |
| Year 5 | ~$47.0M | $17.5M | $29.5M | $20.8M | 1.42× | PASS |
| Year 7 | ~$51.0M | $19.2M | $31.8M | $20.8M | 1.53× | PASS |
| Year 10 | ~$57.0M | $21.0M | $36.0M | $20.8M | 1.73× | PASS |
| Year 15 (final debt year) | ~$63.0M | $25.8M | $37.2M | $20.8M | 1.79× | PASS |
| Year 16 (debt-free) | ~$65.0M | $26.5M | $38.5M | $0 | N/A | DEBT FREE |
DSCR on post-royalty EBITDA (lender stress-test basis). No year falls below 1.2× floor. Year 2 (1.31×) is tightest. DSCR improves consistently. All ESTIMATED. ESTIMATED
§5 — Local Partner Return Analysis (20% SPV Stake)
§5.1 — Return KPIs
$49.5M
Equity Invested
Cash · 20% SPV stake
~22%
IRR (pro-rata)
30-year hold EST
~$47M
20-Yr FCF Share
20% of project FCF EST
3.07×
Cash-on-Cash (30yr)
$152M / $49.5M EST
~$180M
DCF Equity Value Share
20% at 10% discount EST
~Year 17
Payback
Full cash recovery EST
§5.2 — Return Summary
| Metric | Total Project | LP 20% Share | Status |
|---|---|---|---|
| Equity invested | $247.5M (full project) | $49.5M (cash) | LOCKED |
| IRR | ~28% (project level) | ~22% (LP, post-royalty) | ESTIMATED |
| Equity payback period | ~Year 10 (project) | ~Year 17 (LP cash-on-cash) | ESTIMATED |
| DCF enterprise value (10% WACC) | ~$900M | ~$180M (20%) | ESTIMATED |
| 30-yr cumulative FCF (post-royalty, pre-tax) | ~$763M | ~$152M (20%) | ESTIMATED |
| Cash-on-Cash multiple (30yr) | ~15.4× (project) | ~3.07× (LP) | ESTIMATED |
| Annual dividends — Year 2 (post-royalty ramp) | ~$6.5M/yr | ~$1.3M/yr | ESTIMATED |
| Annual dividends — Year 16+ (debt-free) | ~$36–49M/yr | ~$7.2–9.8M/yr | ESTIMATED |
| Debt-free year | Year 16 (~2043) | Year 16 (~2043) | DERIVED |
§5.3 — Distribution Timeline
| Period | Status | Project FCF | LP 20% Share | Notes |
|---|---|---|---|---|
| Equity deployment (Year 0) | Outflow | −$247.5M | −$49.5M | LP cash out at financial close |
| Year 1 (pre-royalty advantage) | High FCF — no royalty yet | ~$21.4M | ~$4.3M | No royalty outflow Year 1; full TMC + product revenue |
| Year 2 (royalty ramp begins) | $15.8M royalty reduces FCF | ~$6.5M | ~$1.3M | Tightest DSCR year (1.31×); FCF constrained but positive |
| Years 3–15 (growing) | Both TMC and products escalate | ~$8–15M/yr | ~$1.6–3.0M/yr | Royalty grows; debt service fixed at $20.8M/yr; net FCF expands |
| Year 15 (final debt year) | Last debt service payment | ~$15.2M | ~$3.0M | Approaching debt-free transition |
| Year 16+ (debt-free) | Full FCF distribution | ~$36–49M/yr | ~$7.2–9.8M/yr | Major step-up. EBITDA less royalty flows entirely to equity. |
| Year 17 (est. LP payback) | Full cash recovery | — | Cumulative ~$49.5M recovered | LP full equity recovery. Post-payback distributions are pure IRR. |
| Years 18–30 | Compounding return phase | ~$43–49M/yr | ~$8.6–9.8M/yr | 13 years of post-payback distributions growing with TMC and royalty escalation |
Assumption Box — TMC Fee Basis
All return figures use the locked TMC Fee of $100/ton (Year 1). This is the Carbotura standard floor — applied because RI’s FWDC formula result ($96.67) falls below the $100 floor. IRA §45V/§45Q/§45X credits (~$40M+/yr combined upside) are NOT included in any return figure above. If secured, they would materially reduce payback period and improve IRR above the 22% base case.
§6 — Coverage and Credit Ratios
§6.1 — Key Ratios Chart
Institutional Credit Ratios — Phase Initial · Rhode Island
All ratios exceed institutional benchmarks. DSCR Year 2 (1.31×) is tightest — above the 1.2× lender floor.
Benchmark floor (dashed marker) — institutional infrastructure threshold
Carbotura standard parameters + Registry locked values. DSCR on post-royalty EBITDA (conservative lender basis). MOIC = 30-yr LP distributions / LP equity. All ESTIMATED. ESTIMATED
§6.2 — Ratios Table
| Metric | Value | Benchmark | Assessment | Audience |
|---|---|---|---|---|
| COA Reserve / Total Debt | 2.0× | ≥ 5× (infra, conventional) | NOTE Below conventional infra floor on standalone basis; supported by 30-yr contract quality + manufacturing NAICS enabling DOE LPO eligibility | Lenders |
| Full Asset Stack / Project Cost | 2.84× | ≥ 2.0× | PASS | Lenders / Equity |
| DSCR Year 2 (post-royalty) | 1.31× | ≥ 1.2× | PASS — tightest year; above floor by 9% | Lenders |
| DSCR Year 10 | 1.73× | ≥ 1.2× | PASS | Lenders |
| Royalty / TMC Fee ratio (Year 2) | 1.17× | ≥ 1.0× | PASS Royalty exceeds TMC from Year 2 — designed per contract | Community / COA |
| Royalty / TMC Fee ratio (Year 30) | 1.45× | ≥ 1.0× | PASS Growing gap — +1pp/yr royalty escalator compounds vs 2.5%/yr TMC | Community |
| LP IRR | ~22% | ≥ 15% (infrastructure PE) | PASS | Equity investors |
| LP Cash-on-Cash MOIC (30yr) | 3.07× | ≥ 2.5× (PE infra equity) | PASS | Equity investors |
| EBITDA margin (steady state) | ~67% | ≥ 40% (infra manufacturing) | PASS | Equity / Lenders |
| IRR − WACC spread | ~12pp (22% − 10%) | ≥ 5pp | PASS | Equity investors |
§7 — Circular Royalty Position ($100/ton TMC)
§7.1 — Fiscal Period Blocks
Pre-Royalty — Year 1
−$13.2M
State pays TMC Fee: $100/ton × 132,000 TPY. Circular Royalty received: $0. Pre-royalty period lasts exactly 12 months after first feedstock delivery.
Royalty Ramp — Month 13+
+$2.31M/yr
First royalty: $120/ton (120% × Year 1 TMC) on Month 1 TMC. TMC Year 2: $102.50/ton. Net to State: +$17.50/ton — position crosses positive.
Steady State — Year 2+ Growing
+$91/ton
By Year 30: Royalty $294.49/ton vs TMC $203.28/ton = +$91.21/ton net to State. 30-yr cumulative net Phase Initial: ~$153M. Phase Expanded: ~$460M.
Circular Royalty — Three Required Statements
1. Gross cost displacement is quantified separately from Circular Royalty cash flow. Full net fiscal position reflects both.
2. At steady state, the Circular Royalty is designed to exceed the TMC Fee on a per-ton basis.
3. Circular Royalty payments begin 13 months after corresponding TMC Fee payments and ramp to full run-rate on a rolling basis.
§7.2 — Year-by-Year Cash Flow
| Year | TMC Rate | TMC Paid (State) | Royalty Rate | Royalty Received (State) | Net to State | Net/ton |
|---|---|---|---|---|---|---|
| Year 1 | $100.00 | $13,200,000 | — | $0 | −$13,200,000 | −$100.00 |
| Year 2 ← crossover | $102.50 | $13,530,000 | 120% | $15,840,000 | +$2,310,000 | +$17.50 |
| Year 3 | $105.06 | $13,868,000 | 121% | $16,274,000 | +$2,406,000 | +$18.22 |
| Year 5 | $110.38 | $14,570,000 | 123% | $17,480,000 | +$2,910,000 | +$22.05 |
| Year 10 | $128.01 | $16,897,000 | 128% | $21,253,000 | +$4,356,000 | +$33.00 |
| Year 20 | $160.49 | $21,185,000 | 138% | $29,272,000 | +$8,087,000 | +$61.28 |
| Year 30 | $203.28 | $26,833,000 | 148% | $38,919,000 | +$12,086,000 | +$91.57 |
Phase Initial basis (132,000 TPY). Royalty Year N = (119%+N%) × TMC(N−1). TMC Year N = $100 × (1.025)^(N−1). All ESTIMATED. ESTIMATED
§7.3 — COA Lifetime Value Summary
| COA Metric | Value | Status |
|---|---|---|
| Lifetime Circular Royalty received by State (30yr, Phase Initial) | ~$395M | ESTIMATED |
| Lifetime TMC Fees paid by State (30yr, Phase Initial) | ~$546M | ESTIMATED |
| Lifetime avoided State A disposal cost (30yr, Phase Initial) | ~$555M | ESTIMATED |
| Lifetime Net (Royalty + Cost avoided − TMC paid) | ~$404M | ESTIMATED |
| Benefit per tonne (30-yr weighted avg, Phase Initial) | ~$43.50/ton net | ESTIMATED |
| Feedstock owner break-even vs. State A cost | Month 13 (Year 2) | First royalty arrival — net position turns positive |
| COA Reserve / Total Debt | $396M / $198M = 2.0× | LOCKED formula |
Executive Implications
- The 13-month royalty lag is structural — not a credit event. The rolling monthly accrual design means royalty payments begin arriving in Month 13 and accumulate month-by-month thereafter. No lump-sum payment or Year 2 cliff event.
- At Year 30, Rhode Island receives $91.57/ton net — a compounding return on a contractual commitment. The community’s 30-year cumulative benefit (~$404M net of TMC paid) substantially exceeds the LP’s 30-year cumulative distributions (~$152M), confirming structural alignment between SPV returns and community returns.
- IRA §45V Clean Hydrogen Production Credits ($3.00/kg H₂) represent ~$9.9M/yr upside for the SPV at Phase Initial. If Carbotura qualifies under the IRA lifecycle CI pathway, DSCR would improve by approximately 0.48× in Year 2, and LP payback would accelerate by approximately 2 years. Eligibility requires NAICS 325120 (Industrial Gas Manufacturing) — which ACM holds.
- Maintaining manufacturing NAICS classification (335991/325120/331410) is a financially material SPV obligation. DOE LPO Title XVII, EXIM Bank, and all three IRA credits require it. Waste-sector classification (NAICS 562213/562219) would extinguish access to these programs.
Appendix A — Data Basis
| Figure | Value | Source | Status |
|---|---|---|---|
| Phase Initial project cost ($247.5M) | $247.5M | Carbotura standard: $75M (1st 100 TPD) + 3 × $57.5M additional | LOCKED |
| Capital structure (20/15/65) | 20% equity / 15% grant / 65% debt | Carbotura SPV Finance defaults — permanently locked per MI v3.1 | LOCKED |
| COA Reserve ($396M) | $396,000,000 | $100/ton × 132,000 TPY × 30yr = $396M — locked formula | LOCKED |
| IP License NPV ($45M) | $45,000,000 | Carbotura standard IP License NPV (ESTIMATED) | ESTIMATED |
| EBITDA (~$42M Year 1) | ~$42M/yr | Revenue (~$63M: TMC $13.2M + products $49.8M at RevCon 3) − OpEx ($21M). ESTIMATED. | ESTIMATED |
| Debt service ($20.8M/yr) | $20.8M/yr | $160.9M × 6.5%/15yr ($17.3M) + $37.1M × 4.5%/15yr ($3.5M) = $20.8M | DERIVED |
| LP IRR (~22%) | ~22% | Derived from 30-year distribution profile: $49.5M in; ~$152M out; royalty/debt structure applied | ESTIMATED |
| DSCR Year 2 (1.31×) | 1.31× | Post-royalty EBITDA ($27.3M) / Total debt service ($20.8M) | DERIVED |
| COA Reserve / Total Debt (2.0×) | 2.0× | $396M / $198M | DERIVED |
| TMC Fee ($100/ton) | $100/ton | Carbotura registry lock: MAX($100, MIN($150, FWDC−$5)) = $100 (floor) | LOCKED |
| Royalty structure | 120% base; +1pp/yr; 13-month lag; rolling monthly | Carbotura standard defaults — permanently locked per MI v3.1 | LOCKED |
| IRA §45V upside (~$9.9M/yr) | ~$9.9M/yr | ~10 TPD commercial H₂ × 330d × 1,000 kg/ton × $3.00/kg. Not in base model. Requires NAICS 325120. | MEMO ONLY |
| NAICS classification | 335991 / 325120 / 331410 / 333994 | Exhibit G NAICS Documentation, Carbotura EPA RCRA Petition, February 20, 2026 | VERIFIED |
| EPA RCRA petition | Filed February 20, 2026 | Exhibit H Regulatory Framework, Carbotura Inc. — manufacturing classification basis | VERIFIED |
| Product revenue basis | RevCon 3 — Advanced Manufacturing Grade | Exhibit B CBI Technical Summary, Section VI RevCon Valorization Ladder — Carbotura standard baseline | LOCKED basis |
| Balance sheet check | Assets $703.9M = L $198.0M + E $505.9M = $703.9M | Arithmetic verification | CONFIRMED |