Section 1
Transaction Structure
Regulatory Predicate Transition (RPT)
Advanced Circular Manufacturing is a manufacturing process, not a waste-management activity. Microwave Catalytic Reforming operates in an anoxic, oxygen-free, sub-atmospheric environment — mechanistically incompatible with combustion or biological degradation. ACM does not fit within the waste domain and does not operate under waste-domain statutes. The Regulatory Predicate Transition (RPT) — also framed as the dewaste pathway — is the coordinated regulatory shift from legacy disposal-predicate statutes onto manufacturing-predicate classifications. 100% elemental recycling of the municipal material stream requires this transition. Manufacturing NAICS 325180 · 325998 · 327992 · 331110 · 331314 · 331492 (6-code ACM set) plus EPA RCRA §1004(27) / 40 CFR §261.2(e) exclusion pathway in the US; ISIC Rev.4 20-25 + UN CPC 89 internationally. In many jurisdictions the required authorities already exist in latent form within existing statutes; in others the transition requires primary-authority amendments. The Joint Working Group phase includes a regulatory engagement workstream to shepherd the RPT alongside site permitting. Both parties commit to the RPT pathway. Carbotura brings the process-classification evidence, regulatory engagement expertise from prior ACM deployments, and the legal-technical framework. The counterparty brings the standing to engage the local regulator, the political mandate for the transition, and — where applicable — legacy statutory authorities that can be re-instrumented for manufacturing use. The endpoint is categorical: manufacturing classification across all permitting, licensing, and regulatory contexts. Interim bridging authorities may apply during the transition.
Circular Supply Agreement — What Each Party Commits
| Party | Commitment | Term |
|---|---|---|
| YCSWA | Deliver contracted feedstock to the ACM facility at the agreed schedule. Pay Beneficiation Fee (TMC Fee) of $75/ton (escalating 2.5%/year) per ton delivered. Maintain compliance with flow control routing for contracted streams. | 30 years from Phase Initial COD |
| Carbotura | Fund, design, permit, build, own, and operate the ACM facility at zero cost to YCSWA. Accept all contracted feedstock. Pay Circular Royalty™ beginning 13 months after corresponding Beneficiation Fee payment after first Beneficiation Fee (TMC Fee) payment. Accept all operational, financial, and environmental liability for the facility. | 30 years from Phase Initial COD |
Schedule
Critical Path — PADEP Permit Approval
The Phase Initial Commercial Operations Date (COD) target of H2 2027 is conditional on PADEP permit approval and construction commencement in Q2 2026. The permitting process is underway as of Q1 2026. Permit timing directly governs the COD date and the corresponding start of the first Circular Royalty™ payment to YCSWA (approximately Q4 2028). The Year 2 Circular Royalty™ for Phase Initial is approximately $2.7M per quarter.
Section 2
Deployment Architecture
§2.1 — Phase Configuration
| Phase | Deployed TPD | Modules | Annual Feedstock | % of Addressable | Target COD | Status |
|---|---|---|---|---|---|---|
| Phase Initial | 400 TPD | 4 × 100 TPD | 146,000 TPY | 30% of contracted | H2 2027 | Contracted Leased · Permitting |
| Phase Medium | 1,000 TPD | 10 × 100 TPD | 365,000 TPY | ~75% of YCRRC throughput | ~Q1 2030 | Estimated |
| Phase Expanded | 2,000 TPD | 20 × 100 TPD | 730,000 TPY | Full system + regional | ~Q3 2031 | Estimated |
Module math: ceil(TPD ÷ 100) modules per phase. Phase Medium and Phase Expanded feedstock sourcing basis confirmed during Term Sheet phase verification; volumes are target configurations subject to YCSWA volume amendment.
§2.2 — BOO Capital Structure — YCSWA Financial Exposure
| Item | YCSWA Position | Carbotura Position |
|---|---|---|
| Capital expenditure | $0 | $247.5M (Phase Initial) |
| Construction debt / guarantee | $0 | Carbotura's sole obligation |
| Operating costs | $0 | Carbotura's sole obligation |
| Facility ownership | None | Carbotura owns throughout |
| Decommissioning liability | $0 | Carbotura's sole obligation |
| Environmental compliance | $0 (facility-level) | Carbotura's sole obligation |
| YCSWA sole obligation | Beneficiation Fee (TMC Fee): $75/ton per ton delivered, escalating 2.5%/year — payable only on actual tons delivered | |
§2.3 — Feedstock Stream Coverage by Phase
| Stream | Phase Initial | Phase Medium | Phase Expanded | Access Status |
|---|---|---|---|---|
| Contracted MSW (YCSWA) | ✓ Primary | ✓ Core | ✓ Core | Contracted |
| Additional MSW (YCSWA flow ctrl) | ✓ Volume amendment | ✓ | Conditional | |
| WTE Ash Residue | ✓ Regulatory pathway | ✓ | Conditional | |
| C&D Waste | ✓ | Conditional | ||
| Biosolids | ✓ | Accessible |
§2.4 — Site Candidate Analysis
Three candidate zones were evaluated. Priority 1 — the Manchester Township Heavy Industrial corridor adjacent to the YCRRC campus — is confirmed under lease agreement and currently in PADEP permitting. Priorities 2 and 3 were evaluated and superseded.
ACM Site Candidates — York County
P1 — Priority 1
CONFIRMED · LEASED
Manchester Township HI Zone — Blackbridge Road Corridor
Acreage: ~20–30 acres (leased)
Zoning: HI — Heavy Industrial (Manchester Township)
Land Authority: Private industrial; Manchester Township Planning/Zoning
Co-location: Adjacent to YCRRC campus; YCSWA logistics axis; established hauler routing
→ YCRRC: ~0.5 mi · → Modern Landfill: ~15 mi · → York City WWTP: ~4 mi
Status: Lease executed; PADEP permitting in process Q1 2026
↗ Manchester Township Planning & Zoning
P2 — Priority 2
EVALUATED · NOT SELECTED
Springfield / I-83 South Industrial Zone
Acreage: ~40+ acres available
Zoning: Industrial / Light Industrial
Land Authority: Private; Springfield Township
Co-location: I-83 freeway access; lower land cost; proximity to Maryland line
→ YCRRC: ~17 mi · → Modern Landfill: ~10 mi · → York City WWTP: ~15 mi
Not selected: Distance from YCRRC adds ~$3–5/ton transport premium; no established YCSWA logistics connection
↗ York County Planning Commission
P3 — Priority 3
EVALUATED · NOT SELECTED
West Manchester Township — Route 30 Industrial Corridor
Acreage: ~15–25 acres (industrial pockets)
Zoning: Industrial / Commercial-Industrial
Land Authority: Private / West Manchester Township
Co-location: US-30 freeway access; York City logistics corridor
→ YCRRC: ~5 mi · → Modern Landfill: ~21 mi · → York City WWTP: ~4 mi
Not selected: Residential proximity constraints; less direct ash residue logistics connection; smaller available parcels
↗ West Manchester Township Zoning
P1 Confirmed
P2 Evaluated
P3 Evaluated
Feedstock ref
Site analysis based on Manchester Township zoning records, York County Planning Commission, YCSWA logistics infrastructure. Driving distances estimated via road network. Operator names verified March 2026.
| Priority | Zone | Acreage | Zoning | Land Authority | Co-location Advantage | Status |
|---|---|---|---|---|---|---|
| P1 | Manchester Twp HI — Blackbridge Corridor | ~20–30 ac | HI Heavy Industrial | Private / Manchester Twp | Adjacent to YCRRC; YCSWA logistics axis; no route duplication | Leased · Permitting |
| P2 | Springfield / I-83 South | ~40+ ac | Industrial | Private / Springfield Twp | I-83 freeway; lower land cost | Evaluated · Not Selected |
| P3 | West Manchester — Route 30 | ~15–25 ac | Industrial | Private / W. Manchester Twp | US-30 access; York City logistics | Evaluated · Not Selected |
Priority 1 Finding — Logistics Axis Confirmed
The Manchester Township Heavy Industrial Zone, immediately adjacent to the YCRRC campus at Blackbridge Road, is confirmed under lease. This location eliminates all route duplication in YCSWA's feedstock logistics: haulers delivering to the YCRRC use the same road infrastructure to deliver to the ACM facility. No new transport contracts or routing changes are required for Phase Initial operations. The site is ~0.5 miles from the primary feedstock source.
§2.5 — Phase Initial Feedstock Sufficiency
Finding — Phase Initial Fully Supportable Without Third-Party Negotiation
Phase Initial (400 TPD / 146,000 TPY) is entirely supportable from the executed YCSWA agreement. No third-party feedstock negotiations, no additional hauler contracts, and no new regulatory routing changes are required to operate Phase Initial at full capacity from COD.
Section 3
Economic Structure — Beneficiation Fee (TMC Fee)
FWDC Planning Basis
FWDC — $83/ton (Verified, 2025)
York County's Facility-Wide Disposal Cost benchmark is $83/ton — the YCSWA tipping fee for processible MSW at the YCRRC, increased in 2025 to fund rising operational costs and long-term disposal infrastructure needs. Source: YCSWA official 2025 budget announcement (September 2024). Source type: Verified. This is the cost basis against which the Beneficiation Fee (TMC Fee) is evaluated.
Beneficiation Fee (TMC Fee) — Formula Reference & Contracted Rate
Standard Formula: MAX($100 floor, MIN($150 ceiling, FWDC − $5))
Applied to York County: MAX($100, MIN($150, $83 − $5)) = MAX($100, $78) = $100/ton (standard formula result)
Contracted Rate: $75/ton — negotiated partnership rate reflecting YCSWA's volume commitment certainty and long-term system relationship. Floor and ceiling above are Carbotura standard parameters.
The Beneficiation Fee (TMC Fee) of $75/ton is the contractually locked figure for this engagement. It is $8/ton below YCSWA's current YCRRC tipping fee, generating immediate gross cost displacement from contract inception. Gross cost displacement and Circular Royalty™ cash flow are quantified separately.
Annual TMC Obligation by Phase
| Phase | TPD | Annual TPY | Beneficiation Fee (TMC Fee) Year 1 | Annual Obligation Y1 | Escalator |
|---|---|---|---|---|---|
| Phase Initial | 400 | 146,000 | $75.00/ton | $10,950,000 | 2.5%/year (Carbotura standard) |
| Phase Medium | 1,000 | 365,000 | $75.00/ton (same base) | $27,375,000 | 2.5%/year |
| Phase Expanded | 2,000 | 730,000 | $75.00/ton (same base) | $54,750,000 | 2.5%/year |
Phase Medium and Expanded annual obligations are estimated based on current Beneficiation Fee (TMC Fee) base; Term Sheet phase verification will confirm exact volumes and applicable escalation at each phase COD date.
Section 4
Circular Royalty™
Contractual Definition
Royalty(m+13) = TMC(m) × Royalty_Rate(m)
m = month of Beneficiation Fee (TMC Fee) payment
m+13 = month of corresponding Circular Royalty™ payment (13-month lag)
Royalty_Rate(m) = 120% in Year 1 (months 1–12); escalates +1 percentage point per year
"Circular Royalty™ payments begin 13 months after corresponding Beneficiation Fee (TMC Fee) payments and ramp to full run-rate on a rolling basis."
Royalty Parameter Table
| Parameter | Value | Basis |
|---|---|---|
| Base royalty rate (Year 1) | 120% of the current-year Beneficiation Fee (TMC Fee) | Contractual |
| Beneficiation Fee (TMC Fee) escalator | 2.5% per year | Carbotura standard |
| Royalty rate escalator | +1 percentage point per year | Contractual |
| Payment lag | 13 months after corresponding Beneficiation Fee (TMC Fee) | Rolling monthly |
| Royalty calculation basis | Monthly rolling — each month's TMC generates a royalty 13 months later | Contractual |
| CSA term | 30 years from Phase Initial COD | Contractual |
| First royalty payment (Phase Initial) | ~Q4 2028 (13 months after H2 2027 COD) | Derived |
Fiscal Period Distinction
| Period | Timing | YCSWA Fiscal Position |
|---|---|---|
| Pre-Royalty | Months 1–12 after corresponding Beneficiation Fee payment (H2 2027 – ~Q3 2028) | Pays Beneficiation Fee (TMC Fee); receives $0 Circular Royalty™ |
| Royalty Ramp | 13 months after corresponding Beneficiation Fee payment (~Q4 2028) through ~Month 24 | |
| Steady-State | Year 2 onward — full run-rate | Royalty exceeds Beneficiation Fee (TMC Fee) per ton on a growing differential |
"At steady state, the Circular Royalty™ is designed to exceed the Beneficiation Fee (TMC Fee) on a per-ton basis."
Year-by-Year Cash Flow — Phase Initial (400 TPD / 146,000 TPY)
| Year | Avoided Disposal | Beneficiation Fee (TMC Fee)/ton | TMC Annual | Royalty Rate | Royalty/ton | Royalty Annual |
|---|---|---|---|---|---|---|
| 1 | $83.00 | $75.00 | $10,950,000 | $0 | $0 | |
| 2 | $85.08 | $76.88 | $11,224,000 | 120% (on Y1 TMC) | $90.00 | $13,140,000 |
| 3 | $87.20 | $78.80 | $11,504,000 | 121% (on Y2 TMC) | $93.02 | $13,581,000 |
| 5 | $91.54 | $82.73 | $12,079,000 | 123% (on Y4 TMC) | $99.35 | $14,505,000 |
| 10 | $103.73 | $93.68 | $13,677,000 | 128% (on Y9 TMC) | $116.98 | $17,079,000 |
| 20 | $132.40 | $119.60 | $17,462,000 | 138% (on Y19 TMC) | $161.42 | $23,567,000 |
| 30 | $169.01 | $152.74 | $22,299,000 | 148% (on Y29 TMC) | $221.61 | $32,355,000 |
Phase Initial (146,000 TPY). All values in nominal dollars. TMC escalates 2.5%/year; Royalty_Rate escalates +1pp/year; Royalty is calculated on prior-year TMC × the applicable rate, so the figure shown against a Year is earned on the previous Year’s delivered tonnage (receipts basis).
"Gross cost displacement and Circular Royalty™ cash flow are quantified separately.
Fiscal Position — Three Gross Items, Years 1–20
Royalty income exceeds Beneficiation Fee (TMC Fee) from Year 2. Avoided disposal cost is present from Year 1. All figures are gross — not pre-netted.
Avoided disposal cost
Beneficiation Fee (TMC Fee) paid
Circular Royalty™ received
Source: Carbotura Circular Advantage modeling · Registry values — FWDC $83/ton VERIFIED; TMC $75/ton CONTRACTED; Royalty 120% Y1 +1pp/yr. Phase Initial 146,000 TPY.
Section 5
Risk Register
| Risk | Key Driver | Who Bears It | Mitigation | Residual Exposure |
|---|---|---|---|---|
| FWDC Verification | Contracted hauler rates diverge from YCRRC tipping fee basis | YCSWA (informational) | FWDC confirmed VERIFIED at $83/ton via YCSWA official budget notice; Term Sheet phase verification will confirm hauler-level rate | Low — verified source; discrepancy unlikely to change economic conclusion |
| PADEP Permit Delay | Extended review, contested hearing, or supplemental study required | Shared — Carbotura (construction delay cost); YCSWA (deferred royalty) | Application in process Q1 2026; Carbotura responsible for permit management; pre-application community engagement standard | Moderate — critical path item; delays push COD and royalty onset |
| Technology Performance | ACM throughput or output quality below contractual specification | Carbotura (sole) | BOO structure; Carbotura owns operational performance; contractual throughput guarantees; YCSWA pays only on tons processed | Low for YCSWA — no performance risk transfers |
| Timeline Slippage | Supply chain, permitting, or construction delays beyond H2 2027 COD | Carbotura (primary); YCSWA bears deferred royalty onset | Land already secured; accelerated 18-month build schedule acknowledged; construction management protocols | Moderate — 18-month schedule is compressed vs. standard 24-month |
| Third-Party Contract Constraints | YCSWA executes long-term disposal contract for volumes above 400 TPD before Phase Medium agreement | YCSWA (contractual lock-in of alternate routing) | Phase Initial is fully contracted; Phase Medium volumes to be confirmed before YCSWA signs alternate disposal contracts for those streams | Low for Phase Initial; moderate for Phase Medium/Expanded timing |
| Competitive Procurement | Alternative disposal or processing facility emerges for YCSWA's overflow streams | Carbotura (competition for Phase Medium/Expanded) | Phase Initial protected by executed contract; Phase Medium/Expanded dependent on YCSWA volume amendment before alternatives lock in | Low for Phase Initial; moderate for expansion phases |
| Residual Stream / Ash Disposal | ACM process residuals require secondary disposal pathway | Carbotura (sole) | Carbotura responsible for all residual management under BOO; not a YCSWA liability; characterization during Term Sheet phase verification | None for YCSWA |
| PFAS Regulatory Evolution | EPA PFAS standards tighten for industrial facilities or materials | Carbotura (operational); YCSWA (if PFAS-containing streams contractually defined) | Feedstock characterization during Term Sheet phase verification; regulatory compliance is Carbotura's obligation under BOO | Low-moderate — evolving regulatory landscape; Term Sheet phase deliverable |
Section 6
Project Timeline
| Milestone | Target Date | Status / Notes |
|---|---|---|
| Feedstock Agreement Executed | Completed | Complete 400 TPD YCSWA contract signed |
| Land Lease Executed | Completed | Complete P1 site — Manchester Twp HI zone |
| PADEP Permit Application Submitted | Q1 2026 (in process) | In Process Critical path item for H2 2027 COD |
| Term Sheet phase verification | Q1–Q2 2026 | Confirms composition, hauler routing, Phase Medium basis |
| PADEP Permit Approval (target) | Q2 2026 | Critical path — drives construction start window |
| Phase Initial Construction Start | Q2 2026 | Contingent on permit approval; 18-month accelerated schedule |
| Phase Initial COD (target) | H2 2027 | Primary milestone — YCSWA confirmed target |
| First Beneficiation Fee (TMC Fee) Payment | ~Q3 2027 | Upon corresponding feedstock delivery at COD |
| First Circular Royalty™ Payment | ~Q4 2028 | 13 months after first Beneficiation Fee (TMC Fee) payment |
| Phase Medium Full Operations | ~Q1 2030 | Subject to feedstock volume amendment and YCSWA agreement |
| Phase Expanded Full Operations | ~Q3 2031 | Subject to regional feedstock sourcing confirmation |
| CSA Expiry | ~2057 | 30 years from Phase Initial COD |
Phase Deployment Timeline — TPD Ramp
Phase Initial (400 TPD) anchors the engagement; Phase Medium and Expanded scale to 2,000 TPD by 2031 subject to feedstock confirmation.
Source: Registry deployment schedule. Phase Medium/Expanded targets are estimated pending feedstock volume confirmation.
Section 7
Community Value Stack
7A — YCSWA Fiscal Effects (Direct)
| Effect | Mechanism | Year 1 | Year 2 | Year 10 | Year 30 |
|---|---|---|---|---|---|
| Gross Cost Displacement | $83/ton YCRRC tip fee − $75/ton Beneficiation Fee (TMC Fee) = $8/ton savings per ton routed to ACM | +$1,168,000 | +$1,168,000 est. | Growing (FWDC escalates faster) | Significant |
| Circular Royalty™ Receipt | Rolling royalty at 120%+ of prior Beneficiation Fee (TMC Fee), 13-month lag | $0 | +$13,140,000 | +$17,079,000 | +$32,355,000 |
| Beneficiation Fee (TMC Fee) Obligation | $75/ton × 146,000 TPY, escalating 2.5%/yr | −$10,950,000 | −$11,224,000 | −$13,677,000 | −$22,299,000 |
Phase Initial (146,000 TPY) basis. Gross cost displacement calculated on 146,000 TPY × ($83 − $75).
7B — Regional Economic Effects
| Effect | Phase Initial | Phase Medium | Phase Expanded |
|---|---|---|---|
| Direct permanent employment | 40 FTE | 100 FTE | 200 FTE |
| Indirect/induced jobs (2.5× multiplier) | ~100 jobs | ~250 jobs | ~500 jobs |
| Annual economic impact (est.) | ~$38M | ~$95M | ~$190M |
| Carbon impact avoided (MT CO₂e/yr) | ~132,000 | ~330,000 | ~660,000 |
| Water recovery (gal/yr) | ~7.3M | ~18.3M | ~36.5M |
| Industrial materials produced | Synthetic graphite, graphene compounds, recovered minerals, net-positive ultrapure water — domestic manufacturing supply chain | ||
Section 8
Why This Works in York County
| # | Alignment Factor | Evidence |
|---|---|---|
| 1 | Volume Alignment | 400 TPD contracted — exactly Phase Initial module configuration (4 × 100 TPD). No partial-module inefficiency. The contracted volume is a clean fit for immediate full-capacity deployment. |
| 2 | Infrastructure Alignment | P1 site (Manchester Township HI, Blackbridge Road) is adjacent to the YCRRC, shares YCSWA's existing logistics axis, and eliminates route duplication. YCSWA's flow control ordinance routes MSW past this site; delivery requires no new routing infrastructure. |
| 3 | Contract Timing Alignment | The H2 2027 COD target is consistent with the YCSWA 2026–2039 disposal capacity procurement timeline. Phase Initial COD before YCSWA signs long-term alternative disposal contracts for the contracted 400 TPD stream secures the feedstock pathway for the full 30-year CSA term. |
| 4 | Policy Alignment | Pennsylvania Act 101 requires 10-year demonstrated disposal capacity. The 400 TPD ACM contract directly counts toward York County's Act 101 capacity obligation. Pennsylvania's designation of WTE and advanced material recovery as "alternative energy" aligns with ACM's regulatory classification pathway. |
| 5 | Organic Mandate / Regulatory Driver | Modern Landfill — the only alternative outlet for YCRRC ash residue and C&D waste — is in terminal capacity decline with no confirmed successor site after multiple expansion rejections. YCSWA's own RFP for 2026–2039 disposal capacity confirms that the Authority recognizes the structural gap. The transfer station under construction addresses routing flexibility, not the underlying disposal capacity problem. ACM addresses the root cause. |
| 6 | Economics Specificity | Beneficiation Fee (TMC Fee) of $75/ton is derived from YCSWA's verified $83/ton tipping fee — not a generic benchmark. The immediate $8/ton gross cost displacement is specific to this community's cost structure. |
Appendix A
Data Basis
| Figure | Value | Public Source | Source Type |
|---|---|---|---|
| Beneficiation Fee (TMC Fee) | $75/ton | Executed contract — YCSWA / Carbotura | Contracted |
| FWDC — YCSWA tipping fee 2025 | $83/ton | YCSWA official 2025 budget announcement via West Manchester Township (Sept 2024) | Verified |
| Phase Initial volume | 400 TPD / 146,000 TPY | Executed contract | Contracted |
| Phase Initial COD target | H2 2027 | User-confirmed; registry locked | Verified |
| Site — P1 Manchester Twp HI | Leased; PADEP permitting in process | User-confirmed; Manchester Township — mantwp.com | Confirmed |
| Royalty formula parameters | 120% base; +1pp/yr; 13-month lag | Carbotura contractual standard | Contractual |
| Phase Initial CapEx | $247.5M | Carbotura standard: $75M first module + 3×$57.5M | Carbotura standard parameters |
| Direct FTE — Phase Initial | 40 FTE | Carbotura standard: 10 FTE per 100 TPD module | Modeled |
| Carbon impact — Phase Initial | ~132,000 MT CO₂e/yr | Carbotura standard: ~33,000 MT CO₂e per 100 TPD module | Modeled |
| YCSWA annual operating budget | ~$44M | YCSWA About Page — ycswa.com/about/ | Verified |
Selective Glossary
The combined annual financial effect of the ACM engagement for YCSWA: Circular Royalty™ received + Gross Cost Displacement − Beneficiation Fee (TMC Fee) paid.
Pre-Royalty Period
The first 13 months following Phase Initial COD (approximately H2 2027 through Q4 2028), during which YCSWA pays the Beneficiation Fee (TMC Fee) and receives no Circular Royalty™. This period is structurally defined by the 13-month royalty payment lag and is finite. The first Circular Royalty™ payment is projected at approximately Q4 2028.
Beneficiation Fee (TMC Fee) — Total Material Conversion Fee
The per-ton fee paid by YCSWA to Carbotura for processing contracted feedstock. Contracted rate: $75/ton, escalating 2.5% per year. Payable only on actual tons delivered; no minimum volume commitment unless specified in the executed CSA.