Public Commentary: The following information is intended for qualified purchasers. It is not, and should not be construed as, an offer to sell or a solicitation to buy any security or token.
Real-World Asset Tokenization — Carbon-Credit Cash-Flow Notes
Voluntary carbon transactions surpassed USD 1.7 billion in 2024, yet execution still relies on manual registries and bilateral paper. Our Carbon-Credit Cash-Flow Notes move the process on-chain: capital is advanced to projects today; verified tonnes—or their USDC equivalent—are distributed to noteholders through an ERC-20 contract tomorrow.
Guide Navigation
1. Transaction Overview
Each issuance is housed in a bankruptcy-remote SPV formed in the jurisdiction that provides the most efficient legal and tax footing for the underlying project—Luxembourg, Singapore, the Netherlands, or another recognised venue as circumstances dictate. The SPV acquires forward offtake rights and minority equity stakes in projects that satisfy the Integrity Council’s Core Carbon Principles. It then issues ERC-20 notes that convey pro-rata, limited-recourse claims on future credit deliveries and any spot-sale proceeds.
2. Execution Framework
Milestone | Target Date | Key Deliverables |
---|---|---|
Project screening & term-sheet execution | Aug–Sep 2025 | ICVCM compliance check; legal-title opinions; baseline ESG scoring. |
Technical due diligence | Oct 2025 | Satellite baselines, LIDAR overlays, buffer-pool modelling, third-party site visits. |
Smart-contract audit & oracle integration | Nov–Dec 2025 | Dual external code reviews; registry API handshake; continuous monitoring. |
SAFE close & note issuance | Mar 2026 | USD and USDC subscriptions clear escrow; ERC-20 notes delivered to wallets. |
First distribution window | Dec 2026 | Verified tonnes—or USDC equivalent—distributed via the contract. |
3. Investor Economics
- Target net IRR: 10–12 % driven by an average 22 % discount to prevailing spot curves.
- Distribution policy: Semi-annual; default in-kind credits with optional USDC conversion.
- Liquidity: 90-day lock-up post-issuance; thereafter secondary trading on an approved venue subject to transfer restrictions.
- Fee load: 1.5 % management; 10 % carry above an 8 % hurdle, settled in credits.
4. Risk Management
- Project integrity: Assets must align with ICVCM Core Carbon Principles and carry third-party rights opinions.
- Reversal buffer: 12 % of every issuance is escrowed for 15 years; forfeiture covers verified reversal.
- Cash reserve: 7 % of subscriptions held in a tri-party account to bridge delivery-timing variance.
- Price hedge: Forward sales on up to 40 % of projected issuance create baseline liquidity.
- Technology assurance: Dual code audits; real-time monitoring; circuit-breakers on abnormal flows.
- Governance: Independent trustee oversight; material amendments require ≥75 % noteholder approval.
These measures mitigate—but do not eliminate—market, operational, and regulatory risks. Investors should evaluate residual exposures in light of their mandates.
5. Indicative Calendar
SAFE subscriptions are open. Due diligence concludes by November 2025; note issuance targets March 2026; the first distribution window is expected in December 2026.
Next Step
Request the full information pack and SAFE agreement by emailing contact@fgcapitaladvisors.com. Subscriptions may be funded in USD (SWIFT) or USDC/ETH to the escrow address provided upon execution.
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.