Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and
Procedures
Under the supervision and with the participation
of the Chief Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) as of November 30, 2025. Based on that evaluation, the Chief Executive Officer and the Chief Financial
Officer of the Sponsor concluded that the Trust’s disclosure controls and procedures were effective as of November 30, 2025 to provide
reasonable assurance that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such
information is accumulated and communicated to management to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
Management’s Report on Internal Control over Financial Reporting
The Sponsor’s management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) for the Trust. Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal
control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets,
(2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance GAAP, and that the Trust’s receipts and expenditures are
being made only in accordance with appropriate authorizations; and
(3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Management conducted an evaluation of the effectiveness
of the Trust’s internal control over financial reporting as of November 30, 2025, based on the framework in Internal Control
— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on
this evaluation, management concluded that the Trust’s internal control over financial reporting was effective as of November 30,
2025.
This Report does not include an attestation report
of the Trust’s registered public accounting firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by the Trust’s registered public accounting firm pursuant to rules of the SEC that permit the Trust
to provide only management’s report in this Report.
Item 9B. Other Information.
None of the Sponsor’s officers have adopted , modified or terminated
trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation
S-K of the Securities Act of 1933) for the Trust for the three months ended November 30, 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.
Not applicable.
29
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Principals and Key Personnel of the Sponsor
The Trust has no directors or executive officers.
The following persons, in their respective capacities as directors or executive officers of the Sponsor, a Delaware limited liability
company, perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be
performed by them.
Name and Age
Position(s) Held with
the Trust and the
Sponsor
Length of Time
Served
Principal Occupation(s)
During Past Five Years
Ronald Gutstein
Chief Executive Officer
Since Inception
President, Institutional Trader and Market Maker, Access Securities (an institutional broker-dealer) (2003-2025); Trustee, IVA Fiduciary Trust (2008-2021)
Shari Crawford
Chief Financial Officer
Since Inception
Chief Compliance Officer, Access Securities, LLC (1993-present)
Code of Ethics
The Trust does not have a code of ethics as it
does not have any directors, officers or employees.
The Sponsor has a code of ethics (the “Code
of Ethics”) that applies to its executive officers and agents, including its Principal Executive Officer and Principal Financial
and Accounting Officer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically
be performed by them. The Code of Ethics is available by writing the Sponsor at COtwo Advisors, LLC, 140 Elm Street, Suite 6, New Canaan,
CT 06840 or calling the Sponsor at (866) 990-6442. The Sponsor’s Code of Ethics is intended to be a codification of the business
and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest,
and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability
for adherence to this code.
Insider
Trading Policy
The Sponsor has adopted an insider trading policy
applicable to the Sponsor’s directors, officers and employees, which is included as an exhibit to this Report.
Item 11. Executive Compensation.
The Trust has no directors or executive officers. The only ordinary
expense paid by the Trust is the Sponsor’s Management Fee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners
The following table sets forth information with respect to each person
known to own beneficially more than 5% of the outstanding Shares of the Trust as of November 30, 2025, based on information known to the
Sponsor.
Name and Address of Beneficial Owner
Number of Shares Owned
Percentage Owned
Lepercq De Neuflize Asset Management LLC,
853 Broadway Suite 1109, New York, NY 10003 1
79,712
79.7 %
1 Based on information reported on a Form 13F as of September
30, 2025 filed on November 10, 2025. The business address of Lepercq De Neuflize Asset Management LLC is 853 Broadway Suite 1109, New
York, NY 10003.
30
Security Ownership of Management
The Trust has no directors or executive officers.
The following table sets forth information with respect to each principal or executive officer of the Sponsor known to own outstanding
Shares of the Trust as of November 30, 2025, based on information known to the Sponsor.
Name of Beneficial Owner
Number of Shares Owned
Percentage Owned
Ronald Gutstein
8,711
8.7 %
All directors and executive officers
8,711
8.7 %
Change of Control
Neither the Sponsor nor the Trustee knows of any
arrangements which may subsequently result in a change in the control of the Trust.
Securities Authorized for Issuance under Equity
Compensation Plans
The Trust has no securities authorized for issuance
under equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
See Item 11.
Item 14. Principal Accountant Fees and Services.
Fees for services performed by Cohen & Company, Ltd., as paid by
the Sponsor from the Sponsor’s Management Fee, for the year ended November 30, 2025, were:
Year Ended
November 30,
2025
Audit fees
40,000
Audit-related fees
—
Tax fees
—
All other fees
—
Total
40,000
The Sponsor approved all of the services provided by Cohen & Company,
Ltd. described above. The Sponsor pre-approved all audit services of the independent registered public accounting firm, including all
engagement fees and terms.
31
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Financial Statements
See Index to Financial Statements on Page F-1 for a list of the financial
statements being filed herein.
(a)(2) Financial Statement Schedules
Schedules have been omitted since they are either not required, not
applicable, or the information has otherwise been included.
(a)(3) Exhibits
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Exhibit No.
Description of Exhibit
3.1
Amended and Restated Declaration of Trust and Trust Agreement, incorporated by reference to Exhibit 3.1 to the Trust’s Registration Statement (File No 333-271910) filed on January 16, 2024
3.2
Certificate of Trust of COtwo Advisors Physical European Carbon Allowance Trust, incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 (File No 333-271910) filed by the Registrant on May 12, 2023
4.1*
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
10.1
Form of Authorized Participant Agreement, incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 (File No 333-271910) filed by the Registrant on January 16, 2024
10.2
Marketing Agent Agreement, incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (File No 333-271910) filed by the Registrant on January 16, 2024
10.3
Cash Custody Agreement, incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (File No 333-271910) filed by the Registrant on January 16, 2024
10.4
Fund Administration Servicing Agreement, incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No 333-271910) filed by the Registrant on January 16, 2024
10.5
Transfer Agent Servicing Agreement, incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 (File No 333-271910) filed by the Registrant on January 16, 2024
10.6
Sponsor Agreement, incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 (File No 333-271910) filed by the Registrant on January 16, 2024
19.1*
Insider Trading Policy and Procedures
31.1*
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
31.2*
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended
32.1*
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*
Erroneously Awarded Compensation Recovery Compliance Policies and Procedures
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
* Filed herewith.
Item 16. Form 10–K Summary.
Not applicable.
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COtwo Advisors Physical European Carbon Allowance Trust
By: COtwo Advisors LLC, its Sponsor
/s/ Ronald Gutstein
Ronald Gutstein
Principal Executive Officer
/s/ Shari Crawford
Shari Crawford
Principal Financial Officer
Principal Accounting Officer
Date: February 27, 2026
33
COTWO ADVISORS PHYSICAL EUROPEAN CARBON ALLOWANCE
TRUST
FINANCIAL STATEMENTS
INDEX
Page
Report of Independent Registered Public Accounting Firm (PCAOB # 925 ) F-2
Statement of Financial Condition at November 30, 2025 F-3
Schedule of Investments at November 30, 2025 F-4
Statement of Operations for the period April 29, 2025 to November 30, 2025 F-5
Statement of Cash Flows for the period April 29, 2025 to November 30, 2025 F-6
Statement of Changes in Net Assets for the period April 29, 2025 to November 30, 2025 F-7
Notes to the Financial Statements F-8
F- 1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor, Trustee, and Shareholders of COtwo Advisors
Physical European Carbon Allowance Trust
Opinion on the Financial Statements
We have audited the accompanying statement
of financial condition, including the schedule of investments, of COtwo Advisors Physical European Carbon Allowance Trust (the “Trust”)
as of November 30, 2025, the related statements of operations, cash flows, and changes in net assets for the period April 29, 2025 (effective
date of registration statement) through November 30, 2025, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of November
30, 2025, the results of its operations, cash flows, and changes in net assets for the period then ended, in conformity with accounting
principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the
responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement whether due to error or fraud. The Trust is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our procedures included confirmation of investments owned as of November 30, 2025, by correspondence
with the custodian and the registry or by other appropriate auditing procedures when replies were not received. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Trust’s
auditor since 2023.
/s/ COHEN & COMPANY, LTD .
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
February 27, 2026
F- 2
COTWO ADVISORS PHYSICAL EUROPEAN CARBON ALLOWANCE
TRUST
Statement of Financial Condition
At November 30, 2025
ASSETS
Investments in EUAs, at fair value (cost $ 1,667,361 )
$ 1,900,519
Cash and Cash Equivalents
20,497
Interest Receivable
68
Total Assets
$ 1,921,084
LIABILITIES
Sponsor’s Management Fees
$ 1,205
Total Liabilities
$ 1,205
Net Assets
$ 1,919,879
Shares issued and outstanding (1)
$ 100,000
Net asset value per Share
$ 19.20
(1) Authorized share capital is unlimited and the par value of the
Shares is $ 0.00 .
See notes to the financial statements.
F- 3
COTWO ADVISORS PHYSICAL EUROPEAN CARBON ALLOWANCE TRUST
Schedule of Investments
At November 30, 2025
INVESTMENTS
Units Held
Cost
Fair Value
% of
Net Assets
EUAs
19,700
$ 1,667,361
$ 1,900,519
98.99 %
State Street Institutional U.S. Government Money Market Fund - Premier Class (a)
20,497
20,497
20,497
1.07 %
Total Investment
$ 1,687,858
$ 1,921,016
100.06 %
Liabilities in Excess of Other Assets
( 1,137 )
- 0.06 %
Net Assets
$ 1,919,879
100.00 %
(a) The annualized 7-day yield as of November 30, 2025 is 3.94%.
See notes to the financial
statements.
F- 4
COTWO ADVISORS PHYSICAL EUROPEAN CARBON ALLOWANCE
TRUST
Statement of Operations
For
the
period from
April 29,
2025 (a) to
November 30,
2025 (b)
INVESTMENT INCOME
Interest Income
$ 378
EXPENSES
Sponsor’s Management Fees
$ 7,710
Total expenses
7,710
Net investment income/(loss)
$ ( 7,332 )
NET REALIZED AND UNREALIZED GAIN/(LOSS)
Net realized gain/(loss) from EUAs sold to fund redemptions
$ 28,146
Net realized gain/(loss) from EUAs sold to pay expenses
( 618 )
Net realized gain/(loss) from foreign exchange transactions
6,640
Net change in unrealized gain/(loss) on investment in EUAs
233,158
Net realized and change in unrealized gain/(loss) on investment in EUAs and foreign currency
267,326
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 259,994
(a) Effective date of registration statement
(b) The Trust commenced operations on June 17, 2025
See notes to the financial statements.
F- 5
COTWO ADVISORS PHYSICAL EUROPEAN CARBON ALLOWANCE
TRUST
Statement of Cash Flows
For the period from April 29, 2025 (a) to November 30, 2025 (b)
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations
$ 259,994
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities
EUAs purchased
$ ( 2,537,505 )
EUAs sold
904,312
Unrealized (gain)/loss on investment in EUAs
( 233,158 )
(Increase)/decrease in interest receivable
( 68 )
Increase/(decrease) in Sponsor’s Management Fees
1,205
Net realized (gain)/loss from EUAs sold to fund redemptions
( 28,146 )
Net realized (gain)/loss from EUAs sold to pay expenses
618
Net realized (gain)/loss from foreign exchange transactions
( 6,640 )
Net cash provided by (used in) operating activities
$ ( 1,639,388 )
CASH FLOWS FROM FINANCING ACTIVITIES
Capital Contributed for Purchase of EUAs
$ 2,539,025
Capital Distributed for Redemption of Shares
( 879,140 )
Net cash provided by (used in) financing activities
$ 1,659,885
Net increase (decrease) in cash and cash equivalents
$ 20,497
Cash and cash equivalents at beginning of period
$ —
Cash and cash equivalents at end of period
$ 20,497
(a) Effective date of registration statement
(b) The Trust commenced operations on June 17, 2025
See notes to the financial statements.
F- 6
COTWO ADVISORS PHYSICAL EUROPEAN CARBON ALLOWANCE
TRUST
Statement of Changes in Net Assets
For the
period
from
April 29,
2025 (a) to
November 30,
2025 (b)
Operations
Net investment loss
$ ( 7,332 )
Net realized gain/(loss) from EUAs and foreign currency sold
34,168
Net unrealized gain/(loss) from EUAs
233,158
Net increase in net assets resulting from operations
$ 259,994
Capital Share Transactions:
Creations
2,539,025
Redemptions
( 879,140 )
Net increase in net assets from capital share transactions
1,659,885
Increase in net assets
$ 1,919,879
Net Assets - Beginning of Period
$ —
Net Assets - End of Period
$ 1,919,879
Shares issued and redeemed
Shares issued
150,000
Shares redeemed
( 50,000 )
Net increase in Shares issued and outstanding
100,000
(a) Effective date of registration statement
(b) The Trust commenced operations on June 17, 2025
See notes to the financial statements.
F- 7
COTWO ADVISORS PHYSICAL EUROPEAN CARBON ALLOWANCE
TRUST
Notes to the Financial Statements
1. ORGANIZATION
COtwo Advisors Physical European Carbon Allowance Trust (the “Trust”)
was formed as a Delaware statutory trust on January 12, 2023.
The Trust is governed by the Amended and Restated Declaration of Trust
and Trust Agreement (the “Trust Agreement”) dated November 27, 2023 between COtwo Advisors LLC (the “Sponsor”)
and Wilmington Trust, National Association (the “Trustee”). On April 29, 2025 , the Trust was declared effective by the U.S.
Securities and Exchange Commission. The Trust began investment operations of investing in EUAs on June 17, 2025, and was listed for secondary
market trading on NYSE Arca on June 20, 2025. The offering of the Trust’s Shares is registered with the SEC in accordance with the
Securities Act of 1933. The Trust currently offers one class of shares. The Trust has a fiscal year ending November 30th. The investment
objective of the Trust is for the Shares to reflect the performance of the price of EU Carbon Emission Allowances for stationary installations
(“EUAs”), less the expenses of the Trust’s operations. The Trust’s assets will consist of EUAs, which are issued
via the European Union Emission Trading System (“ETS”) and permit the holder to emit one ton of carbon dioxide equivalent
or other greenhouse gas. The Trust intends to maintain approximately 1 % of its assets in cash to reimburse the Authorized Participant
or Liquidity Provider for EUAs deposited in excess of the value of the Basket Deposit and to pay Trust expenses.
COtwo Advisors LLC is the sponsor of the Trust. The Sponsor: (1) will
select the Trust’s trustee, administrator, transfer agent, cash custodian, marketing agent and any other Trust service providers;
(2) will negotiate various agreements and fees for the Trust; (3) will develop a marketing plan for the Trust on an ongoing basis and
prepare marketing materials regarding the Shares; (4) will maintain the Trust’s web site; and (5) will perform such other services
as the Sponsor believes that the Trust may require.
State Street Bank and Trust Company (the “Administrator”)
has been selected by the Sponsor to serve as Administrator, Transfer Agent, and Custodian to the Trust.
2. SIGNIFICANT ACCOUNTING POLICIES
The Sponsor has determined that the Trust falls within the scope of
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services
— Investment Companies, and has concluded that for reporting purposes, the Trust is classified as an Investment Company. The Trust
is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. The
preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”) requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported
amounts and disclosures. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed
by the Trust.
2.1. Emerging growth company
The Trust is an “emerging growth company,” as defined in
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and is eligible to take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002 and reduced disclosure obligations that are not otherwise applicable to the Trust. In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. However, the Trust is choosing to “opt out” of such extended transition period,
and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required
for non-emerging growth companies. Section 107 of the JOBS Act provides that the decision to opt out of the extended transition period
for complying with new or revised accounting standards is irrevocable.
F- 8
Notes to the Financial Statements (continued)
2.2. Valuation of EUAs
The Trust follows the provisions of ASC 820, Fair Value Measurements
(“ASC 820”). ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs to
valuation techniques used to measure fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date.
All EUAs will be held in the Trust’s account at the European
Union Registry (the “Union Registry”). The cost basis of EUAs received in connection with a creation order is recorded by
the Trust at the fair value of EUAs at 4:00 p.m., E.T., on the creation date for financial reporting purposes. The cost basis
recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
The fair value of EUAs is determined using the daily settlement price for the single day futures contract on EUAs (the “Daily EUA
Future”) exclusively traded on the ICE Endex Markets B.V. (the “ICE Endex”).
ICE Endex is regulated in the Netherlands by the Dutch Authority for
the Financial Markets. The Daily EUA Future is a deliverable contract that settles each day at the close of trading. Each person with
a position open at cessation of trading is obliged to make or take physical delivery of EUAs upon the expiration of the contract at the
end of each trading day. The settlement price is fixed each business day and is published by the exchange at approximately 12:15 p.m.
E.T.
ASC 820 establishes a hierarchy that prioritizes inputs to valuation
techniques used to measure fair value. The three levels of inputs are as follows:
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
Level 2 –
Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly.
These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments and similar
data.
Level 3 –
Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Trust’s
own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based
on the best information available.
The Sponsor has determined the Trust’s investment in EUAs are
Level 2 assets within the ASC 820 hierarchy.
The following table summarizes the Trust’s investments at fair
value:
November 30, 2025
Level 1
Level 2
Level 3
EUAs
$ -
$ 1,900,519
$ —
Short-Term Investments
$ 20,497
$ —
$ —
Total
$ 20,497
$ 1,900,519
$ —
There were no transfers between Level 1 and other Levels
for the period ended November 30, 2025.
2.3. Calculation of Net Asset Value (“NAV”)
On each business day, as soon as practicable after 4:00 p.m. (Eastern
Time), the net asset value of the Trust is obtained by subtracting all accrued fees, expenses and other liabilities of the Trust from
the fair value of the EUAs and other assets held by the Trust. The Administrator computes the net asset value per Share by dividing the
net asset value of the Trust by the number of Shares outstanding on the date the computation is made.
F- 9
Notes to the Financial Statements (continued)
2.4. Expenses
The Trust’s only ordinary recurring fee is the fee paid to the
Sponsor, which is equal to 0.79 % per annum of the daily net asset value of the Trust, paid monthly in arrears.
2.5. Creations and Redemptions of Shares
The Trust issues and redeems in one or more blocks of 50,000 Shares
(a block of 50,000 Shares is called a “Basket”) only to Authorized Participants. The creation and redemption of Baskets will
only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of cash or EUAs represented by the
Baskets being created or redeemed, the amount of which will be based on the amounts of cash and EUAs represented by the number of Shares
included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.
Orders to create and redeem Baskets may be placed only by Authorized
Participants. An Authorized Participant must: (1) be a registered broker-dealer and a member in good standing with the Financial Industry
Regulatory Authority (“FINRA”); (2) be a participant in DTC; and (3) have entered into an Authorized Participant Agreement
with the Sponsor. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the
delivery of the cash or EUAs required for such creations and redemptions. A transaction fee of $ 100 will be assessed on all creation and
redemption orders. Multiple Baskets may be created on the same day.
Authorized Participants who make deposits with the Trust in exchange
for Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust,
and no such person has any obligation or responsibility to the Sponsor or the Trust to affect any sale or resale of Shares.
Period from
April 29,
2025 to
November 30,
2025 (a)
Activity in Number of Shares Created and Redeemed:
Creations
150,000
Redemptions
( 50,000 )
Net Change in Number of Shares Created and Redeemed
100,000
Period from
April 29,
2025 to
November 30,
2025 (a)
Activity in Value of Shares Created and Redeemed:
Creations
$ 2,539,025
Redemptions
( 879,140 )
Net change in Value of Shares Created and Redeemed
$ 1,659,885
(a) The Trust commenced operations on June 17, 2025
F- 10
Notes to the Financial Statements (continued)
2.6. Organization Costs
The costs of the Trust’s organization and the initial offering
of the Shares were borne directly by the Sponsor. The Trust is not obligated to reimburse the Sponsor.
2.7. Income Taxes
The Trust is classified as a “grantor trust” for
United States federal income tax purposes. As a result, the Trust itself is not subject to United States federal income tax.
Instead, the Trust’s income and expenses “flow through” to the shareholders, and the Administrator reports the
Trust’s income, gains, losses, and deductions to the Internal Revenue Service on that basis. The Sponsor has analyzed
applicable tax laws and regulations and their application to the Trust, and does not believe that there are any uncertain tax
positions that require recognition of a tax liability as of November 30, 2025.
The Trust is required to determine whether its tax positions are more
likely than not to be sustained on examination by the applicable taxing authority, based on the technical merits of the position. Tax
positions not deemed to meet a more likely than not threshold would be recorded as a tax expense in the current year. As of November 30,
2025 the Trust has determined that no provision for income taxes is required and no liability for unrecognized tax benefits has been recorded.
The Trust does not expect that its assessment related to unrecognized tax benefits will materially change over the next 12 months. However,
the Trust’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to,
the nexus of income among various tax jurisdictions; compliance with U.S. federal, U.S. state, and tax laws of jurisdictions in which
the Trust operates in; and changes in the administrative practices and precedents of the relevant authorities. The Trust is required to
analyze all open tax years. Open tax years are those years that are open for examination by the relevant income taxing authority. As of
November 30, 2025, all tax years since inception remain open for examination. There were no examinations in progress at period end.
2.8. Investment Transactions and Revenue Recognition
The Trust records its investment transactions on a trade date basis
and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investment in EUAs. Realized gains
and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions
including settling obligations for the Sponsor’s Fee in EUAs. Interest income is recognized on an accrual basis and includes, where applicable,
the amortization of premium or discount, and is reflected as Interest Income in the Statements of Operations.
2.9. Cash
The Trust expects to periodically sell EUAs to maintain approximately
1 % of its assets in cash or cash equivalents for use in connection with creation transactions or to pay expenses.
2.10. Foreign Currency Translations
Investments and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at the exchange rates prevailing at the close of business on the valuation date. Purchases
and sales of investments, and income and expenses, are translated at the rates of exchange prevailing on the respective dates of such
transactions. Realized gains or losses on foreign currency transactions can represent gains or losses between trade and settlement dates
on securities transactions or gains or losses arising from the disposition of foreign currency. Unrealized gains and losses on foreign
currency translations arise from changes in the value of assets and liabilities, other than investments in securities, resulting from
changes in exchange rates. These amounts are summarized and disclosed in the Statement of Operations.
2.11. Segment Reporting
The Sponsor’s Principal Executive Officer
acts as the Trust’s Chief Operating Decision Maker (“CODM’) and is responsible for assessing performance and allocating
resources with respect to the Trust. The CODM has concluded that the Trust operates as a single operating segment since the Trust has
a single investment strategy as disclosed in its prospectus, against which the CODM assesses performance. The financial information provided
to and reviewed by the CODM is presented within the Trust’s financial statements.
F- 11
Notes to the Financial Statements (continued)
3. Investment
in EUA s
Changes in EUAs held and their respective values for the period April
29, 2025 to November 30, 2025 (a):
EUAs
Fair Value
Opening Balance, April 29, 2025
—
$ —
EUAs Purchased
30,000
2,544,145
EUAs Sold
( 10,300 )
( 904,312 )
Net realized gain/(loss) from EUAs sold to fund redemptions
—
28,146
Net realized gain/(loss) from EUAs sold to pay expenses
( 618 )
Change in Unrealized Appreciation/(Depreciation)
—
233,158
Ending Balance, November 30, 2025
19,700
$ 1,900,519
(a) The Trust commenced operations on June 17, 2025
4. RELATED PARTIES — SPONSOR, TRUSTEE, CUSTODIAN AND
MARKETING FEES
A fee is paid to the Sponsor as compensation for services performed
under the Trust Agreement. In exchange for the Sponsor fee, the Sponsor has agreed to assume all routine operational, administrative and
other ordinary expenses of the Trust, including, but not limited to, the monthly fee, out-of-pocket expenses and expenses reimbursable
in connection with such service provider’s respective agreement payable to each of the Trust’s trustee, administrator, cash
custodian, transfer agent and marketing agent; the marketing support fees and expenses; exchange listing fees; SEC registration fees;
printing and mailing costs; maintenance expenses for the Trust’s website; audit fees and expenses; and routine legal expenses. The
Sponsor’s fee, paid monthly in arrears, is equal to 0.79 % per annum of the daily net asset value of the Trust.
As of November 30, 2025, there was $ 1,205 payable to the Sponsor.
5. RISKS
In accordance with Statement of Position No. 94-6, Disclosure of Certain
Significant Risks and Uncertainties, the Trust’s sole business activity is the investment in EUAs. The price of EUAs is affected
by numerous factors beyond the Trust’s control, including the following: (a) global or regional political, economic, environmental
or financial events and situations (including pandemics, such as COVID-19); (b) investors’ expectations with respect to the future
rates of inflation and movements in world equity, financial, environmental, commodity and property markets; (c) the activities and emissions
of energy-intensive sectors (including manufacturing facilities, oil refineries, power stations and, aviation) may impact the demand for
EUAs; (d) the relevant rules of cap and trade programs outside the European Union (including how allowances are made available to operators
or market participants, such as free allocations or auctions) and links put in place between mandatory cap and trade programs and voluntary
schemes (enabling carbon allowances of one mandatory program or voluntary scheme to be used for the purposes of another mandatory program
or voluntary scheme) may impact the supply of EUAs; (e) the rate of progress in the innovation, introduction and expansion of technologies
and techniques in the reduction of emissions of greenhouse gases (or the capture and storage thereof); (f) the use by governments of different
policies to encourage or require the reduction of emissions of greenhouse gases; (g) lobbyist, political or governmental goals or policies
with respect to climate change and the imposition of environmental plans or climate goals; (h) the cost and implications of non-compliance
with the European Union Emissions Trading System (including both monetary and non-monetary penalties on operators subject to the European
Union Emissions Trading System for failure to surrender sufficient EUAs); (i) investment and trading activities of hedge funds, commodity
funds and other speculators; (j) interest rates and currency exchange rates, particularly the strength of and confidence in the Euro;
and (k) the ability of the greenhouse gas emitting companies to pass on the cost of emissions credits to consumers.
An investment in the Trust is not intended as a complete investment
plan. Because the Trust only holds EUAs or cash, an investment in the Trust may be more volatile than an investment in a more broadly
diversified portfolio. Accordingly, the NAV may be more volatile than another investment vehicle with a more broadly diversified portfolio
and may fluctuate substantially over time. An investment in the Trust may be deemed speculative; therefore, investors should review closely
the objective and strategy, the investment and operating restrictions and the redemption provisions of the Trust and familiarize themselves
with the risks associated with an investment in the Trust.
F- 12
Notes to the Financial Statements (continued)
6. INDEMNIFICATION FOOTNOTE
The Trust’s members, managers, directors, officers, employees,
affiliates (as such term is defined under the Securities Act) and subsidiaries) (collectively, the “Trust Parties”) shall
be indemnified from the Trust and held harmless against any loss, liability or expense incurred without (1) gross negligence, bad faith
or willful misconduct on the part of such indemnified party arising out of or in connection with the performance of its obligations under
the Trust Agreement and under each other agreement entered into by the Trust Parties in furtherance of the administration of the Trust
(including, without limiting the scope of the foregoing, the administration agreement, the transfer agency agreement, the cash custody
agreement, the marketing agent agreement and any Authorized Participant Agreement) or any actions taken in accordance with the provisions
of the Trust Agreement or such other agreement or (2) reckless disregard on the part of such indemnified party of its obligations and
duties under the Trust Agreement or such other agreement. Such indemnity shall include payment from the Trust of the reasonable costs
and expenses incurred by such indemnified party in investigating or defending itself against any claim or liability in their capacity
as Trust Parties. Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on the Trust’s
assets. The Trust Parties may, in their discretion, undertake any action which it may deem necessary or desirable in respect of the Trust
Agreement and the interests of the shareholders and, in such event, the reasonable legal expenses and costs of any such actions shall
be expenses and costs of the Trust and the Trust Parties shall be entitled to be reimbursed therefor by the Trust.
7. FINANCIAL HIGHLIGHTS
For the period from April 29, 2025 to November 30, 2025*
Per Share Performance (for a Share Outstanding Throughout the Period)
Net Asset Value per Share, beginning of period
$ 16.95
Net investment loss (1)
( 0.05 )
Net realized and unrealized gain/(loss) from investment in EUAs (4)
2.30
Net change in net assets resulting from operations
2.25
Net Asset Value per Share, end of period
$ 19.20
Market Value per Share, beginning of period
$ 17.14
Market Value per Share, end of period
$ 19.10
Total Return, at Net Asset Value (2)
13.30 %
Total Return, at Market Value (2)
11.40 %
Average Net Assets (a)
$ 2,136,305
Ratio to average net assets
Net investment loss (3)
- 0.75 %
Expenses (3)
0.79 %
* The Trust commenced operations on June 17, 2025
(1) Calculated using the average shares outstanding method.
(2) Percentage not annualized.
(3) Percentage annualized.
(4) Due to the timing of shareholder transactions the per unit
amounts presented may not coincide with the aggregate presentation on the Statement of Operations.
(a) Average Net Assets for the period June 17, 2025 (commencement
of operations) to November 30, 2025
8. SUBSEQUENT EVENTS
Management has evaluated the events and transactions that have occurred
through the date the financial statement was issued and noted no items requiring adjustment of the financial statement or additional disclosures.
F-13
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.