Public Commentary: This material is intended for qualified purchasers only. It does not constitute, and should not be relied upon as, an offer to sell or a solicitation to buy any security or token.

Blockchain Financing for Carbon Projects — Tokenized Stream Notes

Voluntary carbon trading topped USD 1.7 billion in 2024 and is projected to grow at double-digit rates over the next decade. Settlement, however, remains slow and opaque. Our Tokenized Stream Notes place on-chain capital into high-integrity projects today and distribute verified tonnes—or their USDC equivalent—directly to noteholders via an ERC-20 contract.

1. Transaction Overview

Each issuance is housed in a bankruptcy-remote SPV formed in whichever jurisdiction offers the most efficient legal and tax footing for the underlying project—Luxembourg, Singapore, the Netherlands, or another recognised venue. The SPV enters into carbon-stream agreements with developers, advancing capital now in exchange for a contractually fixed share of future credits. ERC-20 tokens—Stream Notes—represent limited-recourse claims on those credits and any spot-sale proceeds.

2. Funding Mechanics

Use of Proceeds Allocation Purpose
Advance payments to developers 72 % Up-front capital for planting, community engagement, and MRV infrastructure.
Buffer & liquidity reserve 10 % Covers timing variance between credit issuance and token distribution.
Verification & monitoring 8 % Satellite imagery, LIDAR scans, third-party audits.
Smart-contract security 5 % Dual code audits, bug-bounty programme, real-time monitoring.
Legal & structuring 5 % SAFE documentation, SPV formation, trustee engagement.

3. Investor Economics

  • Target net IRR: 11–13 % based on a 25 % average discount to prevailing spot curves.
  • Distribution cadence: Quarterly delivery of verified tonnes or USDC equivalent to noteholders’ wallets.
  • Liquidity window: 90-day lock-up post-issuance; secondary trading thereafter on an approved venue, subject to transfer restrictions.
  • Fee profile: 1.25 % management; 10 % carried interest above an 8 % hurdle, settled in credits.

4. Risk Management

  • Project integrity: Only assets aligned with ICVCM Core Carbon Principles and backed by third-party rights opinions proceed to closing.
  • Reversal buffer: 12 % of each issuance escrowed for 15 years; forfeiture covers verified reversal.
  • Price-risk management: The SPV may forward-sell up to 40 % of projected issuance to provide baseline liquidity.
  • Operational controls: Independent trustee oversight; material amendments require ≥75 % noteholder consent.
  • Technology assurance: Dual smart-contract audits, automated circuit-breakers, and 24/7 monitoring.

These measures mitigate—but do not eliminate—market, operational, and regulatory risk. Investors should evaluate residual exposures against their mandates.

5. Indicative Calendar

SAFE subscriptions are open. Technical due diligence concludes by October 2025; token issuance targets February 2026; the first distribution window is expected in Q3 2026.

The notes described herein are not registered under U.S. securities laws and may be offered only to accredited investors or their non-U.S. equivalents. This overview is for informational purposes only. Prospective investors must obtain independent legal, tax, and accounting advice before committing capital.