Karbon Capital holder reports 8,625,000 Class B shares

Karbon Capital Partners Core Holdings II LLC, a significant holder of Karbon Capital Partners Corp., reports direct ownership of 8,625,000 Class B ordinary shares.

Accepted by SEC EDGAR 07/24/2026 - 04:02 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Karbon Capital Partners Core Holdings II LLC, a significant holder of Karbon Capital Partners Corp., reports direct ownership of 8,625,000 Class B ordinary shares. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately following the issuer's initial business combination, or earlier at the holder's option, and have no expiration date.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider Karbon Capital Partners Core Holdings II LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Holding	Class B ordinary shares F1	--	--	--

Holdings: Class B ordinary shares — 8,625,000 contracts (Direct)

Footnotes (1)

1. F1. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the Issuer's initial business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment, and have no expiration date.

Key Figures

Class B shares held: 8625000.0000 Class B ordinary shares Underlying Class A shares: 8625000.0000 Class A ordinary shares Conversion ratio: 1 Class A share per 1 Class B share

3 metrics

Class B shares held 8625000.0000 Class B ordinary shares Directly owned by Karbon Capital Partners Core Holdings II LLC as of 2026-06-30

Underlying Class A shares 8625000.0000 Class A ordinary shares Underlying shares issuable upon conversion of Class B ordinary shares on a one-for-one basis

Conversion ratio 1 Class A share per 1 Class B share Automatic or optional conversion terms for Class B ordinary shares, subject to adjustment

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, one-for-one basis

4 terms

Class B ordinary shares financial

"The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"convert into Class A Ordinary Shares concurrently with or immediately following"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

initial business combination financial

"concurrently with or immediately following the consummation of the Issuer's initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

one-for-one basis financial

"at the option of the holder on a one-for-one basis, subject to adjustment"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider ownership is reported for Karbon Capital Partners Corp. (KBON)?

Karbon Capital Partners Core Holdings II LLC reports holding 8,625,000 Class B ordinary shares of Karbon Capital Partners Corp. These shares represent a significant ownership position and are reported as directly owned by the LLC as of the stated date.

How many Class B ordinary shares of KBON does Karbon Capital Partners Core Holdings II LLC hold?

Karbon Capital Partners Core Holdings II LLC holds 8,625,000 Class B ordinary shares of Karbon Capital Partners Corp. According to the disclosure, this entire block is held directly and is tied to an equivalent number of underlying Class A ordinary shares.

What are the conversion terms for KBON's Class B ordinary shares?

The Class B ordinary shares convert into Class A ordinary shares on a one-for-one basis. Conversion occurs automatically concurrently with or immediately following the issuer's initial business combination, or at any time before then at the option of the holder, with no expiration date.

What underlying securities correspond to the Class B ordinary shares reported for KBON?

Each Class B ordinary share corresponds to one underlying Class A ordinary share. The report shows 8,625,000 underlying Class A ordinary shares associated with the 8,625,000 Class B ordinary shares, reflecting the stated one-for-one conversion ratio in the terms.

Do the Class B ordinary shares of Karbon Capital Partners Corp. (KBON) have an expiration date?

The disclosure states that the Class B ordinary shares have no expiration date. They remain outstanding until converted into Class A ordinary shares, either automatically around the initial business combination or earlier if the holder elects to convert.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Karbon Capital Partners Core Holdings II LLC

(Last) (First) (Middle)

321 BIDEN STREET

12TH FLOOR

(Street)

SCRANTON PENNSYLVANIA 18505

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
06/30/2026

3. Issuer Name and Ticker or Trading Symbol
Karbon Capital Partners Corp. [ KBON ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	8,625,000	(1)	D

Explanation of Responses:

1. The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of the Issuer's initial business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment, and have no expiration date.

	/s/ Thomas F. Karam, Manager	07/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)