Karbon Capital unit shifts 8,625,000 Class B 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, LLC, a greater-than-ten-percent owner of Karbon Capital Partners Corp., disposed of 8,625,000 Class B ordinary shares on 2026-06-30 through a transfer to its affiliate, Karbon Capital Partners Core Holdings II, LLC, at fair market value, leaving it with 0 Class B shares.

The transferred Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis, subject to adjustment, 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

Other: 8,625,000 shares

Other 1 txn

Insider Karbon Capital Partners Core Holdings, LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Other	Class B ordinary shares F1, F2	8,625,000	--	--

Holdings After Transaction: Class B ordinary shares — 0 contracts (Direct)

Footnotes (2)

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.
2. F2. The Reporting Person transferred to its affiliate, Karbon Capital Partners Core Holdings II, LLC, all Class B Ordinary Shares of the Issuer held by the Reporting Person at fair market value.

Key Figures

Class B shares transferred: 8,625,000 shares Underlying Class A shares: 8,625,000 shares Class B shares after transaction: 0 shares +1 more

4 metrics

Class B shares transferred 8,625,000 shares Class B ordinary shares transferred to affiliate on 2026-06-30

Underlying Class A shares 8,625,000 shares Class A ordinary shares underlying transferred Class B ordinary shares on one-for-one basis

Class B shares after transaction 0 shares Total Class B ordinary shares held by reporting person following the transfer

Transaction date 2026-06-30 Date of the reported other acquisition or disposition (code J, disposition)

Key Terms

Class B ordinary shares, initial business combination, fair market value, ten percent owner

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.

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.

fair market value financial

"transferred to its affiliate ... all Class B Ordinary Shares of the Issuer held ... at fair market value"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

ten percent owner financial

"is_ten_percent_owner": 1"

FAQ

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

What insider transaction did Karbon Capital Partners Corp. (KBON) report on this Form 4?

Karbon Capital Partners Core Holdings, LLC reported disposing of 8,625,000 Class B ordinary shares of Karbon Capital Partners Corp. on 2026-06-30 via a transfer to its affiliate, Karbon Capital Partners Core Holdings II, LLC, at fair market value.

How many Karbon Capital Partners Corp. (KBON) shares were transferred and what was the insider’s new balance?

The reporting entity transferred 8,625,000 Class B ordinary shares of Karbon Capital Partners Corp. to an affiliate. After this transaction, it reported holding 0 Class B ordinary shares, indicating all of its Class B holdings were moved in this restructuring.

Who received the transferred Karbon Capital Partners Corp. (KBON) Class B ordinary shares?

The 8,625,000 Class B ordinary shares of Karbon Capital Partners Corp. were transferred by Karbon Capital Partners Core Holdings, LLC to its affiliate, Karbon Capital Partners Core Holdings II, LLC, in a transaction described as occurring at fair market value.

What are the conversion terms for the Class B ordinary shares of Karbon Capital Partners Corp. (KBON)?

The Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis, subject to adjustment. Conversion occurs concurrently with or immediately after the issuer's initial business combination, or earlier at the holder’s option, and the Class B shares have no expiration date.

Was the Karbon Capital Partners Corp. (KBON) Form 4 transaction executed under a Rule 10b5-1 trading plan?

No. The filing indicates the Rule 10b5-1 checkbox is not marked, and there is no footnote stating the transfer occurred under a pre-arranged trading plan. The transaction is reported simply as an other acquisition or disposition between affiliates.

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

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SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Karbon Capital Partners Core Holdings, LLC

(Last) (First) (Middle)

321 BIDEN STREET, 12TH FLOOR

(Street)

SCRANTON PENNSYLVANIA 18505

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	06/30/2026		J(2)			8,625,000	(1)	(1)	Class A ordinary shares	8,625,000	(2)	0	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.

2. The Reporting Person transferred to its affiliate, Karbon Capital Partners Core Holdings II, LLC, all Class B Ordinary Shares of the Issuer held by the Reporting Person at fair market value.

	/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 4 (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 4: SEC 1474 (03-26)