COtwo Advisors Files S-1/A for European Carbon Allowance Trust
Ticker: CTWO · Form: S-1/A · Filed: Jan 27, 2025 · CIK: 1958928
Sentiment: neutral
Topics: carbon-allowance, sec-filing, registration
TL;DR
COtwo Advisors filing S-1/A for European Carbon Allowance Trust. Looks like they're going public.
AI Summary
COtwo Advisors Physical European Carbon Allowance Trust filed an S-1/A on January 27, 2025, as a pre-effective amendment to its registration statement. The trust, incorporated in Delaware, is managed by COtwo Advisors LLC, located at 140 Elm Street, Suite 6, New Canaan, CT 06840. This filing relates to the registration of securities under the Securities Act of 1933.
Why It Matters
This filing indicates the trust is moving forward with its registration to offer European Carbon Allowance Trust securities, potentially impacting investors interested in environmental markets.
Risk Assessment
Risk Level: medium — The risk level is medium due to the speculative nature of carbon allowance markets and the complexities associated with registering new financial instruments.
Key Numbers
- 333-271910 — SEC File Number (Identifies the registration statement with the SEC.)
- 20250127 — Filing Date (The date the S-1/A amendment was filed.)
Key Players & Entities
- COtwo Advisors Physical European Carbon Allowance Trust (company) — Registrant
- COtwo Advisors LLC (company) — Manager
- 140 Elm Street, Suite 6, New Canaan, CT 06840 (address) — Principal Executive Offices
- January 27, 2025 (date) — Filing Date
- 333-271910 (registration_number) — SEC File Number
- Eric D. Simanek (person) — Legal Counsel
- Eversheds Sutherland (US) L (company) — Legal Firm
FAQ
What is the primary purpose of this S-1/A filing?
This S-1/A filing is a pre-effective amendment to the Form S-1 registration statement for the COtwo Advisors Physical European Carbon Allowance Trust, indicating updates or revisions to the initial registration.
Who is the registrant and what is its business?
The registrant is COtwo Advisors Physical European Carbon Allowance Trust, and it is involved with European Carbon Allowances.
When was this amendment filed with the SEC?
This amendment was filed with the SEC on January 27, 2025.
Where are the principal executive offices of the registrant located?
The principal executive offices are located at 140 Elm Street, Suite 6, New Canaan, CT 06840.
What is the SEC file number associated with this registration?
The SEC file number is 333-271910.
Filing Stats: 4,362 words · 17 min read · ~15 pages · Grade level 14.3 · Accepted 2025-01-27 06:06:44
Key Financial Figures
- $145,000 — which are estimated to be approximately $145,000. The offering of the Trust’s S
- $100 million — or example, assuming that the Trust has $100 million in total assets represented by EUAs and
- $98.2 m — paying Trust fees and expenses would be $98.2 million, $99 million if the price of EUAs
- $99 million — es and expenses would be $98.2 million, $99 million if the price of EUAs remains flat and $
- $101 million — n if the price of EUAs remains flat and $101 million if the price of EUAs increased by 2%. A
- $990 — , the NAV per Share would decrease from $990 per Share to $982 per Share if the pric
- $982 — e would decrease from $990 per Share to $982 per Share if the price of EUAs decrease
- $0.8 — Share if the price of EUAs decreased by $0.8%, remain at $990 per Share if the price
- $101 — of EUAs remained flat, and increase to $101 per share if the price of EUAs increase
Filing Documents
- ea0203292-03.htm (S-1/A) — 1067KB
- ea020329203ex8-1_cotwo.htm (EX-8.1) — 10KB
- ea020329203ex23-3_cotwo.htm (EX-23.1) — 2KB
- timage_001.jpg (GRAPHIC) — 456KB
- tbarchart_001.jpg (GRAPHIC) — 459KB
- tchartline_002.jpg (GRAPHIC) — 288KB
- timage_002.jpg (GRAPHIC) — 287KB
- tlinechart_001.jpg (GRAPHIC) — 125KB
- tsig_cohen.jpg (GRAPHIC) — 32KB
- ex8-1_001.jpg (GRAPHIC) — 8KB
- 0001213900-25-006645.txt ( ) — 3361KB
RISK FACTORS
RISK FACTORS   9
USE OF PROCEEDS
USE OF PROCEEDS   23 EUAS AND THE CARBON CREDIT INDUSTRY   24 ACTIVITIES OF THE TRUST   33 CREATION AND REDEMPTION OF SHARES   34 PLAN OF DISTRIBUTION   41 DESCRIPTION OF THE TRUST   43 DESCRIPTION OF THE SHARES   49 THE SPONSOR   51 THE TRUSTEE   53 THE ADMINISTRATOR   55 THE TRANSFER AGENT   57 LIQUIDITY PROVIDERS   59 THE MARKETING AGENT   60 THE CASH CUSTODIAN   61 CONFLICTS OF INTEREST   62 U.S. FEDERAL INCOME TAX CONSEQUENCES   63 PURCHASES BY EMPLOYEE BENEFIT PLANS   66 PERFORMANCE, FINANCIALS AND OTHER INFORMATION   68
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS   68 LEGAL MATTERS   69 EXPERTS   69 WHERE YOU CAN FIND MORE INFORMATION   70 INDEX TO FINANCIAL STATEMENTS   F-1 This Prospectus contains information you should consider when making an investment decision about the Shares. You may rely on the information contained in this Prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted. The Shares are not registered for public sale in any jurisdiction other than the United States. i Table of Contents This Prospectus includes statements which relate to future events or future performance. In some cases, you can identify such forward -looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments that may occur in the future, including such matters as changes in asset prices and market conditions (for EUAs and the Shares), the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar matters are forward -looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical t