Form 8-A12B COTWO ADVISORS PHYSICAL

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-A

 

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934

 

COtwo Advisors Physical European Carbon Allowance Trust

(Exact name of registrant as specified in its charter)

 

Delaware		(see below)
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

 

140 Elm Street, Suite 6, New Canaan, CT		06840
(Address of principal executive offices)		(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Common units of COtwo Advisors Physical European Carbon Allowance Trust		NYSE Arca Inc.

 

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒

 

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐

 

Securities Act registration statement file number to which this form relates: 333-271910

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of class)

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.

Description of the Registrant’s Securities to be Registered

 

The securities to be registered hereby are units of COtwo Advisors Physical European Carbon Allowance Trust (the “Trust”). The description of the units of the Trust set forth in the Trust’s Registration Statement on Form S-1/A (File No. 333-271910) filed with the Securities and Exchange Commission on April 7, 2025, as amended from time to time (the “Registration Statement”), is hereby incorporated by reference herein. Any form of prospectus or prospectus supplement to the Registration Statement that includes such description and is subsequently filed is hereby also incorporated by reference herein.

 

The Fund to which this filing relates and its I.R.S. Employer Identification Number is as follows:

 

Title of Each Class of Securities to be Registered		IRS Employer ID Number
COtwo Advisors Physical European Carbon Allowance Trust		92-6338429

 

Item 2.

Exhibits

 

The following exhibits to this registration statement on Form 8-A are incorporated by reference from the documents specified which have been filed with the Securities and Exchange Commission.

 

Exhibit No.		Description
1		COtwo Advisors Physical European Carbon Allowance Trust Form S-1/A Registration Statement, as amended (File No. 333-271910), filed with the Securities and Exchange Commission on April 7, 2025 (incorporated herein by reference).
2		Amended and Restated Declaration of Trust and Trust Agreement, incorporated herein by reference to Exhibit 3.1 to the Trust’s Registration Statement (File No. 333-271910) filed on January 16, 2024.
3		Certificate of Trust of COtwo Advisors Physical European Carbon Allowance Trust, incorporated herein by reference to Exhibit 3.2 to the Trust’s Registration Statement (File No. 333-271910) filed on May 12, 2023.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: May 12, 2025

 

	COtwo Advisors Physical European Carbon Allowance Trust
	By:  COtwo Advisors LLC,
	as Sponsor

 

	By:	/s/ Ron Gutstein
		Ron Gutstein
		Chief Executive Officer

 

 

INDEX TO EXHIBITS

 

Exhibit No.		Description
1		COtwo Advisors Physical European Carbon Allowance Trust Form S-1/A Registration Statement, as amended (File No. 333-271910), filed with the Securities and Exchange Commission on April 7, 2025 (incorporated herein by reference).
2		Amended and Restated Declaration of Trust and Trust Agreement, incorporated herein by reference to Exhibit 3.1 to the Trust’s Registration Statement (File No. 333-271910) filed on January 16, 2024.
3		Certificate of Trust of COtwo Advisors Physical European Carbon Allowance Trust, incorporated herein by reference to Exhibit 3.2 to the Trust’s Registration Statement (File No. 333-271910) filed on May 12, 2023.

  

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