Karbon Capital (NASDAQ: KBON) investor discloses 21.6% stake in shares

Rhea-AI Filing Summary

Karbon Capital Partners Core Holdings, LLC reported beneficial ownership of 9,515,000 Class A ordinary shares of Karbon Capital Partners Corp., representing 21.6% of the class as of December 31, 2025. These holdings include 890,000 Class A shares and 8,625,000 Class A shares issuable upon conversion of Class B shares on a one-to-one basis.

Managers Thomas F. Karam and Jeffrey Zajkowski are listed as reporting persons with shared voting and dispositive power over all 9,515,000 shares, while each reports no sole voting or dispositive power and disclaims beneficial ownership beyond any pecuniary interest.

Insights

Equity ownership and governance analyst

A single holder group reports a significant 21.6% stake in KBON.

The filing shows Karbon Capital Partners Core Holdings, LLC beneficially owns 9,515,000 Class A ordinary shares of Karbon Capital Partners Corp., equal to 21.6% of the class based on 35,390,000 shares outstanding as of December 31, 2025.

Control of these shares is shared by managers Thomas F. Karam and Jeffrey Zajkowski, who have shared voting and dispositive power but no sole authority. Both individuals formally disclaim beneficial ownership beyond any pecuniary interest, which is common when acting through an investment entity.

This level of ownership indicates a sizable shareholder that could influence corporate decisions requiring shareholder votes. Actual impact depends on how this group exercises its voting power and how other large holders are distributed, which would be observable in future ownership disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Karbon Capital Partners Corp.

(Name of Issuer)

Class A Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

G5225W126

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G5225W126

1

Names of Reporting Persons

Karbon Capital Partners Core Holdings, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,515,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,515,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,515,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

21.6 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G5225W126

1

Names of Reporting Persons

Thomas F. Karam

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,515,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,515,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,515,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

21.6 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. G5225W126

1

Names of Reporting Persons

Jeffrey Zajkowski

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,515,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,515,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,515,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

21.6 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Karbon Capital Partners Corp.
(b)	Address of issuer's principal executive offices: 321 Biden Street, 12th Floor, Scranton, Pennsylvania 18505
Item 2.
(a)	Name of person filing: Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: Karbon Capital Partners Core Holdings, LLC ("Karbon Capital Partners CH") Thomas F. Karam Jeffrey Zajkowski
(b)	Address or principal business office or, if none, residence: The principal business address of each Reporting Person is 321 Biden Street, 12th Floor, Scranton, Pennsylvania 18505.
(c)	Citizenship: Karbon Capital Partners CH is organized under the laws of the State of Delaware. Thomas F. Karam and Jeffrey Zajkowski are citizens of the United States.
(d)	Title of class of securities: Class A Ordinary Shares, $0.0001 par value
(e)	CUSIP No.: G5225W126
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The ownership information presented herein represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2025, based upon 35,390,000 shares of Class A Ordinary Shares outstanding as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 23, 2026. The ownership information also assumes the respective conversion of the Class B Ordinary Shares, par value $0.0001 per share ("Class B Ordinary Shares") of the Issuer into shares of Class A Ordinary Shares on a one-to-one basis. Karbon Capital Partners CH is the beneficial owner of 9,515,000 shares of Class A Ordinary Shares, which consists of (i) 890,000 shares of Class A Ordinary Shares and (ii) 8,625,000 shares of Class A Ordinary Shares underlying Class B Ordinary Shares. Thomas F. Karam and Jeffrey Zajkowski are the managers of Karbon Capital Partners CH, and as such, they may be deemed to have or share beneficial ownership of the securities held directly by Karbon Capital Partners CH. Mr. Karam and Mr. Zajkowski each disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
(b)	Percent of class: 21.6%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 9,515,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 9,515,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Karbon Capital Partners Core Holdings, LLC

Signature:	/s/ Thomas F. Karam
Name/Title:	Thomas F. Karam, Manager
Date:	02/17/2026

Thomas F. Karam

Signature:	/s/ Thomas F. Karam
Name/Title:	Thomas F. Karam
Date:	02/17/2026

Jeffrey Zajkowski

Signature:	/s/ Jeffrey Zajkowski
Name/Title:	Jeffrey Zajkowski
Date:	02/17/2026

FAQ

How many Karbon Capital Partners Corp. (KBON) shares does Karbon Capital Partners Core Holdings own?

Karbon Capital Partners Core Holdings, LLC beneficially owns 9,515,000 Class A ordinary shares of Karbon Capital Partners Corp. This includes 890,000 Class A shares plus 8,625,000 Class A shares issuable upon one-to-one conversion of Class B shares.

What percentage of Karbon Capital Partners Corp. (KBON) does the reporting group hold?

The reporting group holds 21.6% of Karbon Capital Partners Corp.’s Class A ordinary shares. This percentage is based on 35,390,000 Class A shares outstanding as of December 31, 2025, as referenced in the ownership disclosure.

Who are the reporting persons in this Schedule 13G for Karbon Capital Partners Corp. (KBON)?

The Schedule 13G lists three reporting persons: Karbon Capital Partners Core Holdings, LLC, Thomas F. Karam, and Jeffrey Zajkowski. Karam and Zajkowski are managers of the LLC and may be deemed to share beneficial ownership of its holdings.

How is the 9,515,000-share position in Karbon Capital Partners Corp. (KBON) structured?

The 9,515,000-share position consists of 890,000 Class A ordinary shares and 8,625,000 Class A shares underlying Class B ordinary shares. The Class B shares are assumed to convert into Class A shares on a one-to-one basis for this calculation.

Do Thomas F. Karam and Jeffrey Zajkowski have sole voting power over KBON shares?

No, Thomas F. Karam and Jeffrey Zajkowski report zero sole voting or dispositive power. Instead, they each report shared voting and shared dispositive power over 9,515,000 shares through Karbon Capital Partners Core Holdings, LLC, and disclaim ownership beyond any pecuniary interest.

What is the basis for calculating the 21.6% ownership in Karbon Capital Partners Corp. (KBON)?

The 21.6% ownership figure uses a base of 35,390,000 Class A ordinary shares outstanding as of December 31, 2025. That outstanding share count comes from Karbon Capital Partners Corp.’s referenced Quarterly Report on Form 10-Q.