Tax Equity Investment Opportunity · Oklahoma City

Restoring Oklahoma's
Carbon Loop

Less Landfill. More Local Wealth.

A vertically integrated biochar manufacturing facility backed by NMTC financing, 100% OBBBA bonus depreciation, and a multi-layered capital security structure designed so investors do not depend on biochar sales to recover their capital.

$21M
Tax Equity SPV
$13.5M+
Year 1 depreciation pool
10%
Annualized return target
7 yr
NMTC compliance term
Explore Your Return ↓ How It Works
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Deal overview

Why This Deal Is Different

Oklahoma BioCarbon Group is constructing Oklahoma's first commercial biochar facility at 3300 N. Santa Fe Ave., OKC — a Qualified Opportunity Zone. Capital recovery does not depend on biochar sales.

Structure
NMTC+QOZ
Federal New Markets Tax Credit + Qualified Opportunity Zone layered on a real manufacturing asset in Ward 7.
Bonus depreciation
100%
OBBBA (signed July 4 2025) permanently restored 100% first-year expensing. Reactor, equipment, and qualifying production improvements fully deductible in Year 1.
Capital cushion
$11.2M
GRD ($10M) and building seller ($1.2M) reinvest as QOF preferred equity after closing. Unrestricted. Backs all investor payments 7+ years without biochar revenue.
Hard asset floor
$11M+
Building ($4.4M), reactor ($4–8M), equipment ($2.5M) owned outright after Year 7 — real assets backing equity positions.
How it works

The Money — Explained Simply

Five tabs covering the full picture: where money goes, who invests, how NMTC credits actually work, how depreciation pays you back, and how cash flows through the structure.

Total project cost: $25,789,948 — every dollar building real assets.
Reactor acquisition + install
$11.81M
$10M reactor purchase + $1.81M transport, testing, install, commissioning, upgrades
Building + improvements
$5.66M
$4.4M acquisition (Rob's loan retired) + $1.26M rehab, electrical, fire safety, HVAC, tenant space
Fees + developer fee + contingency
$2.91M
$1M NMTC closing costs + $1.16M developer fee (InfiniteEco) + $750K contingency
Manufacturing equipment
$2.54M
Feedstock handling, bagging line, lab, storage, controls — all 100% bonus dep. eligible
StormCo forward CapEx + equity buyout
$1.49M
New trucks, containers, fleet tech + 60% StormCo equity buyout ($750K) — fully consolidates feedstock supply chain
Working capital (12 months)
$964K
Payroll, utilities, insurance, consumables — 12 months pre-funded at closing
Cat 5 StormCo Lookback ($1.15M) — prior qualifying expenditures already spent. Counts toward the leverage credit calculation, reducing how much the SPV must fund. Does not appear as new cash at closing.
QLICI at closing
Tax Equity SPV leverage+$21,000,000
NMTC Tax Credit Equity (bank)+$4,430,000
Total QLICI proceeds$25,430,000
Total approved uses−$25,388,000
NMTC surplus+$42,000
Every dollar workingFully deployed
QOF equity arrives after closing
GRD — reactor proceeds → QOF equity+$10,000,000
Rob — building net → QOF equity+$1,200,000
Unrestricted operating reserve+$11,200,000

Why this $11.2M is the investor's security cushion

This is QOF equity — not restricted by NMTC compliance rules. It sits in OKBioCarbon's operating accounts and covers: all A loan interest for 7 years (~$1.5M), GRD lockbox distributions to investors (~$2.9M), and a ~$6.8M operational buffer. Investors are backed by real capital in the business from Day 1 — not revenue projections.

Step by step — where every dollar goes and who controls it.
1
Tax Equity SPV raises $21M from investorsHigh-income investors pool capital into the SPV. Combined with $4.4M in NMTC tax credit equity from a bank, this creates the $25.4M QLICI that flows to OKBioCarbon at closing.
2
OKBioCarbon receives QLICI as two loans — A and BA Loan (~$21M): interest-only at ~1.5%, principal returned at Year 7. B Loan (~$4.4M): interest-only, forgiven at Year 7 = permanent NMTC subsidy. Both land in OKBioCarbon's account on closing day.
3
Cash is immediately deployed on approved usesReactor paid to GRD, building acquired from Rob, equipment purchased, StormCo consolidated, working capital pre-funded. $25.4M fully deployed. NMTC proceeds are now real assets on the ground.
4
GRD and Rob reinvest — the security cushion is createdGRD receives $10M for the reactor and reinvests as QOF preferred equity (January 2027 for OZ deferral benefit). Rob nets ~$1.2M from the building sale and reinvests as QOF equity. $11.2M enters OKBioCarbon's accounts — unrestricted, available for all payments.
5
Years 1–7: investors receive multi-pillar returnsDepreciation K-1 losses reduce investors' personal IRS bills (Year 1 most powerful). GRD lockbox distributions go quarterly to SPV investors. A loan interest paid. NMTC credits flow to the bank investor via IRS filing. A loan principal CANNOT be repaid — doing so triggers credit recapture.
6
Year 7: the NMTC unwind — principal returnsOKBioCarbon refinances or repays the A loan (~$21M) → flows back through CDE → Investment Fund → SPV investors receive capital back. B loan ($4.4M) forgiven — OKBioCarbon owns all assets free and clear. Waterfall Phase 1 typically completes. Phase 3 (30/70 operator-favored) begins.
Common misconception
NMTC tax credits = cash deposited into OKBioCarbon's account that we spend on expenses.
✗ This is not how it works.
What actually happens
A bank pays $4.43M in real cash at closing — in exchange for the right to reduce their own corporate tax bill by $9.75M over 7 years.
✓ The $4.43M IS cash on Day 1.
How the bank claims credits — year by year (39% of QEI total)
Year 1
5%
of QEI
Year 2
5%
of QEI
Year 3
5%
of QEI
Year 4
6%
of QEI
Year 5
6%
of QEI
Year 6
6%
of QEI
Year 7
6%
of QEI

Simple analogy: A bank gives OKBioCarbon $4.43M cash today. In exchange it receives a coupon book worth $9.75M in IRS tax savings over 7 years — paid on their own corporate returns, not by us. They pay less than the face value because the savings are spread over time. OKBioCarbon keeps the $4.43M permanently — it is the B loan which gets forgiven at Year 7. The credits are the bank's return, not a check the IRS sends to OKBioCarbon.

1
OKBioCarbon places $13.5M+ in assets in serviceReactor ($10M), manufacturing equipment ($2.54M), qualifying production property improvements — all eligible for 100% OBBBA bonus depreciation in Year 1. OKBioCarbon shows a $13.5M+ paper loss despite all assets being operational.
2
85% of that loss flows to SPV investors via K-1OKBioCarbon files as a partnership (LLC). Each year it issues K-1s to all members showing their share of losses. The operating agreement's special allocation (IRC 704(b)) directs 85% of depreciation losses to the Tax Equity SPV class — approximately $11.5M in Year 1.
3
Investor uses K-1 loss to reduce their own tax billA high-income investor reports the K-1 loss on their personal or corporate return against passive income. At a 40% combined federal+state rate, $1 of loss = $0.40 of real tax bill reduction. This is not cash from OKBioCarbon — it is money the investor does not send to the IRS. Economically identical to a check for that amount.
Depreciation schedule — SPV's share
PeriodTotal deduction85% to SPVTax value @ 40%
Year 1 — 100% OBBBA bonus$13,500,000$11,475,000$4,590,000
Years 2–7 — regular MACRS remainder~$400K/yr~$340K/yr~$136K/yr
7-year cumulative~$15.9M~$13.5M~$5.4M total value
Why this is not "too good to be true": OKBioCarbon genuinely spent $13.5M building a real manufacturing facility with real equipment. The deduction is standard US tax treatment under law Congress made permanent specifically to incentivize manufacturing investment. The assets exist on the ground in Oklahoma City. The losses are real, documented, and tied to physical capital.
Capital structure

Who Invests & Why

Three distinct investor groups — each with different motivations, different roles, and different benefit profiles. Together they create a capital structure that is highly secure and strategically aligned.

Tax Equity SPV Primary vehicle
Leverage + NMTC compliance
20–40 sophisticated high-income investors at $500K–$2M each. Capital locked in NMTC structure for 7 years.

What they get: Year 1 depreciation K-1 losses (~$11.5M at 85% allocation), quarterly GRD lockbox distributions, A loan principal returned at Year 7, ongoing Phase 3 equity participation (30%). Post-Year 10 QOF appreciation tax-free.
NMTC Credit Investor Institutional bank
Tax credit equity inside Investment Fund
One institutional investor (BOK Financial target) provides the ~$4.4M NMTC credit equity at closing. Sits inside the Investment Fund — separate from the SPV leverage layer.

What they get: 39% of QEI in federal tax credits claimed on their corporate return over 7 years ($9.75M in credit value). May also serve as leverage lender, simplifying the structure further.
GRD / Tom Darden QOF preferred equity
Reactor seller + reinvestor
Sells reactor for $10M (same-day bridge, repaid at closing), then reinvests $10M into OKBioCarbon QOF as Class B Preferred Equity in January 2027 — triggering the OBBBA 5-year OZ gain deferral.

What they get: 6–8% preferred return ($600K–$800K/yr), QOF appreciation exclusion after 10 years, long-term equity stake in a growing business they helped create. 60% of preferred distributions directed to SPV investors as security.
Rob Roberts QOF equity
Building seller + reinvestor
Sells building to OKBioCarbon for $4.4M. His $3.2M existing loan retired at closing from QLICI proceeds. Nets ~$1.2M which he reinvests as QOF equity — believes in the project.

What they get: QOF equity appreciation, 10-year income exclusion on appreciation after Year 10, active involvement in a project he knows deeply having owned the building.
Ten independent mechanisms that protect SPV investor capital — any one of which could anchor a return case on its own. Together they form a highly redundant security structure.
1
Year 1 depreciation K-1 benefit~$11.5M in losses to SPV at 85% allocation. At a 40% combined bracket, this creates ~$4.6M in real IRS bill reductions — covering the full NMTC equity layer in Year 1 alone. Tied to capital spent, not business performance.
2
NMTC tax credits (bank investor)39% of QEI = ~$9.75M in credits over 7 years. Claimed by the bank on their own return — independent of OKBioCarbon's revenue. A federal government-backed benefit.
3
A loan principal returned at Year 7$21M leverage returns through the contractual NMTC unwind — a legal structure obligation, not a business performance outcome. OKBioCarbon refinances or repays; the credit structure is unwound.
4
GRD $10M preferred equity — cash distributionsGRD earns 6–8% preferred return ($600K–$800K/yr) paid from OKBioCarbon operations. 60% of this ($420K+/yr) routes directly to SPV investors quarterly via a dedicated lockbox — before any operator discretion.
5
Rob's $1.2M QOF equity — additional cushionRob's reinvestment represents capital from someone who owned the building and knows the asset. Additional committed equity supporting operating distributions and reserves.
6
$11.2M operating reserve on Day 1GRD + Rob reinvestments create an $11.2M unrestricted reserve. Covers all contractual investor payments (interest + distributions) for 7+ years with zero biochar revenue. Verified math, not projection.
7
Building — real estate assetOKBioCarbon owns the building outright after Year 7 (purchased at closing, no remaining lien). $4.4M+ in real property — liquid, appraised, with an established value in an improving Ward 7 corridor.
8
Reactor + equipment — industrial asset value$10M reactor and $2.54M in manufacturing equipment — real, tangible, insured industrial assets with resale markets. Total hard asset floor $10.9M–$15.9M available to equity holders at Year 7.
9
Multiple operating revenue streamsTipping fees (Year 1), biochar sales (Year 1), bio-oils (Year 1), StormCo haul revenue (existing), tenant incubator rent. No single revenue dependency. Each stream independently valuable.
10
OZ appreciation exclusion at Year 10SPV investors holding direct QOF equity see all appreciation in their OKBioCarbon stake permanently excluded from income tax after Year 10. Business worth $40M at Year 10 vs. $25M invested = $15M in appreciation completely tax-free.

Is the investor secured without any biocarbon sales? Yes — explicitly.

The $11.2M QOF reserve covers 7.5 years of all contractual investor payments with no revenue. Depreciation K-1 benefits start Year 1 — tied to capital spent building the facility, not to biochar prices or sales volume. A loan principal returns at Year 7 through the NMTC structure — a legal obligation. Hard assets back equity positions after Year 7 regardless of operating performance. Biocarbon sales are upside. They accelerate the waterfall and increase distributions. They are not the security foundation.

Base case — no biocarbon sales
Investors recover capital through: depreciation K-1 benefit (Year 1, large) + GRD lockbox distributions (Years 1–7, quarterly) + A loan interest (Years 1–7, contractual) + A loan principal return (Year 7, structural). Full capital return with 10% annualized target achieved by Year 7–8. Zero revenue required.
Accelerated — with biocarbon revenue
Operating cash flow from biochar sales, tipping fees, bio-oils, and StormCo accelerates Phase 1 (70/30) completion to Year 4–5. Phase 2 (50/50) may close by Year 6. Waterfall flips to 30/70 operator-favored before Year 7 — investors are fully recovered and earning Phase 3 participation while the business is still growing. Revenue is pure upside.
Contractual reserve covenants — in the LLC operating agreement
①
$2.5M Minimum Cash FloorMaintained at all times during 7-year compliance period. All operator distributions suspended if breached. SPV investors paid before restoration required.
②
Debt Service Reserve Account (DSRA)12 months of A loan interest (~$315K) held in trustee-controlled account at closing. Inaccessible to operators. Auto-replenished annually from operations.
③
GRD Distribution Lockbox60% of GRD preferred distributions ($420K+/yr) routed directly to SPV investors quarterly before any operator discretionary distributions. Structural — not discretionary.
④
Asset Sale Waterfall + Monthly Reporting100% of any asset sale proceeds first retire A loan then pay investor preferred returns. Monthly financials to SPV trustee. 30-day cure on breaches then SPV appoints financial observer with distribution veto.

Recommended: SPV-led structure — simplified, clean, investor-friendly

OKBioCarbon purchases the building directly using QLICI proceeds at closing. Rob's $3.2M existing loan is retired from those proceeds. This eliminates the need for a separate building buyer, a new building loan, and a complex subordination agreement. The capital stack collapses to three clean groups: the Tax Equity SPV (leverage), the NMTC credit investor (bank), and the QOF equity investors (GRD + Rob). Everyone's role is clear, aligned, and documented.

A
Tax Equity SPV (~$21M) — primary capital vehicle20–40 sophisticated high-income investors. Lead investor (Primary Equity Sponsor) may anchor with $3–5M check — bringing connections and credibility, receiving the same security package as all SPV investors. Minimum check size $250K–$500K. Full security stack applies to all investors equally.
B
NMTC Credit Investor (~$4.4M) — institutional bankOne bank (BOK Financial target) provides NMTC credit equity. Sits inside Investment Fund. May also serve as leverage lender — collapsing the structure and reducing complexity. This is the ideal outcome.
C
GRD ($10M QOF) + Rob ($1.2M QOF) — security and alignmentBoth reinvest as preferred equity outside the NMTC structure. Not NMTC-locked. Their capital is the $11.2M reserve that backs all investor payments. GRD's preferred distributions are partially directed to SPV investors quarterly. Both have strong incentives to see the business succeed — GRD holds long-term equity, Rob knows the physical asset.
Interactive model

Your Return — Modeled

Adjust the slider to your investment size. Toggle biocarbon revenue on and off to see base case vs. accelerated scenarios across a 10-year horizon.

Investment size $500K
Include biocarbon revenue — toggle on to see accelerated scenario with operating distributions from Year 2. Toggle off for base case: full capital return with zero biochar sales.
Invested
$500K
Year 1 K-1 benefit
$109K
22% of capital as IRS reduction
Total at Year 7
$746K
149% of capital
Total at Year 10
$906K
6.1% annualized
Depreciation K-1 benefit
GRD lockbox distributions
A loan interest
A loan principal (Year 7)
Phase 2/3 operating distributions
Year
Return sources + phase
This year
Cumulative
% Capital
Year 1 70/30
$122K
$122K
24%
Year 2 70/30
$21K
$143K
29%
Year 3 70/30
$21K
$163K
33%
Year 4 70/30
$21K
$184K
37%
Year 5 70/30
$21K
$205K
41%
Year 6 70/30
$21K
$225K
45%
Year 7 50/50
$521K
$746K
149%
Year 8 50/50
$53K
$799K
160%
Year 9 50/50
$53K
$853K
171%
Year 10 50/50
$53K
$906K
181%

10-year summary for $500K — without biocarbon sales

Year 1: $109K K-1 depreciation benefit — 22% of capital value offset through reduced IRS liability. Tied to capital spent, not business performance.
Years 1–6: GRD lockbox distributions + A loan interest — contractual, backed by $11.2M QOF reserve. Not dependent on biochar sales.
Year 7: A loan principal return through NMTC unwind — legal structural obligation. Combined with all prior benefits, Phase 1 waterfall typically completes here.
Years 8–10: Phase 2/3 distributions from a growing, de-risked biocarbon business. 30% participation with zero remaining capital at risk. QOF appreciation tax-free after Year 10.

Phase 1 — 70/30 Investor Favored Until 100% of capital returned
70% of all distributable cash to SPV investors. 30% to operators — only after GRD preferred return is paid first.

What builds toward capital return: Depreciation K-1 benefit reduces investors' personal IRS bills from Year 1. GRD lockbox cash arrives quarterly. A loan interest accumulates. The combination of all pillars — not any single element — returns capital. Each pillar is independently real and contractually backed.

Expected completion: Year 6–7 without biocarbon revenue. Year 4–5 with strong operations.
Phase 2 — 50/50 Split Until 10% annualized return achieved
Once 100% of capital is returned, the split moves to 50/50 until investors have received cumulative returns equal to their investment compounding at 10% per year from Day 1.

Example — $500K: Target = $500K × (1.10)^7 = $974K. Capital returned in Phase 1: $500K. Remaining gap: ~$474K. Phase 2 at 50/50 closes this. Expected: Year 7 A loan principal return completes Phase 2 simultaneously.

For investors: They are fully made whole on both capital and a 10% return before operators ever take majority.
Phase 3 — 30/70 Operator Favored After 10% hurdle cleared — ongoing forever
30% to SPV investors, 70% to operators — on ALL cash: operating profits, asset sales, refinancing, future expansions.

For investors at Phase 3: Zero capital at risk. 30% participation in a proven, growing business. For QOF equity holders: all appreciation from Year 1 to Year 10+ permanently excluded from income tax — making the after-tax yield of Phase 3 distributions significantly higher than the 30% headline.

For operators: Matt and Brad deferred majority economics for 7+ years while absorbing all execution risk. Phase 3 is the earned upside for building something real in Ward 7, Oklahoma City.
These protections are written into the LLC operating agreement — contractual, not discretionary.
1
$2.5M Minimum Cash ReserveOKBioCarbon must maintain $2.5M minimum at all times during the 7-year NMTC compliance period. If the reserve falls below this floor, all operator distributions are suspended until restored. SPV investors receive priority on any available cash before restoration is required.
2
Debt Service Reserve Account (DSRA)At closing, OKBioCarbon funds a dedicated DSRA with 12 months of A loan interest payments (~$315,000). This account is controlled by the CDE/SPV trustee — not accessible by operators — and can only be used to make scheduled interest payments if operating cash is insufficient. Replenished annually.
3
GRD Distribution LockboxGRD's preferred equity distributions ($600K–$800K/yr) are paid first into a designated lockbox account. 60% of each distribution ($420K+/yr) routes directly to SPV investors as quarterly cash payments before any operating distribution to operators. This is structural and automatic.
4
Asset Sale Proceeds WaterfallIf any asset (building, reactor, equipment, fleet) is sold during the 7-year term, 100% of net proceeds must first retire the A loan balance, then pay accumulated preferred returns to SPV investors, before any proceeds reach operators. SPV investors cannot be subordinated in any asset liquidation scenario during the compliance period.
5
Monthly Reporting + 30-Day CureOKBioCarbon provides monthly financial statements to the SPV trustee. Covenant breach triggers a 30-day cure period. After 30 days without cure, the SPV has the right to appoint a financial observer with veto power over all distributions until breach is resolved.
At Year 7, the NMTC structure unwinds. OKBioCarbon owns all assets free and clear — no remaining liens. SPV investors as equity holders participate in all asset values through the waterfall.
AssetCost / ValueAfter Year 7Investor position
Building — 3300 N. Santa Fe, OKC (48,400 SF)$4.4M+Owned outright. No lien.Equity holders participate in sale or refinancing proceeds
GRD Continuous Feed Pyrolysis Reactor (25–50 TPD)$10M acquisition$4M–$8M market valueIndustrial resale market — backs equity claims
Manufacturing equipment (feedstock, bagging, lab)$2.54M$1.5M–$2.5MLiquid industrial resale market
StormCo fleet, roll-offs, containers (fully owned)$1.49M$1M+Immediate liquidation value — active market
Total hard asset floor~$18.4M invested$10.9M–$15.9MAll unlocked at Year 7 — full investor participation

What this means for a risk-averse investor

To lose on this investment, an investor would need: the business to fail AND the tax code to change AND GRD to default on preferred payments AND NMTC to recapture AND all physical assets to become worthless. No single failure breaks the security case. Each pillar independently protects capital. The combination creates a highly redundant safety net that was intentionally designed for risk-averse, high-tax-bracket investors.

QLICI proceeds — fully deployed
Tax Equity SPV leverage+$21,000,000
NMTC Credit Equity (bank)+$4,430,000
Total — surplus $42K$25,430,000
QOF equity — post-close reinvestments
GRD → QOF equity (Jan 2027)+$10,000,000
Rob → QOF equity+$1,200,000
Unrestricted operating reserve+$11,200,000
How $11.2M covers all investor payments — without biocarbon sales
A loan interest — 7 years @ 1.5%−$1,575,000
GRD lockbox to investors — 7 years @ ~$420K/yr−$2,940,000
DSRA funded at closing−$315,000
$2.5M minimum cash reserve maintained−$2,500,000
Remaining operating cushion after all covenants+$3,870,000

The $3.87M operating cushion covers payroll, utilities, insurance, maintenance, and startup costs for the facility — without a single biochar sale. This capital exists on Day 1. The security does not depend on projections or assumptions about market performance.

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Not an offer to sell securities. For accredited investors as defined under SEC Rule 501(a). All investments involve risk including loss of principal. Tax benefits vary by individual circumstance — consult your tax advisor before investing. [email protected] · capital.okbiocarbon.com