Empyrean reports 7.4% Karbon Capital (KBON) ownership position

Rhea-AI Filing Summary

Karbon Capital Partners Corp. (KBON) received a new large shareholder disclosure. Investment manager Empyrean Capital Partners, LP and Amos Meron reported beneficial ownership of 2,632,752 Class A Ordinary Shares, representing 7.4% of the class.

The reporting persons have shared voting and dispositive power over all reported shares and no sole power. The percentage is based on 35,390,000 Class A Ordinary Shares outstanding as of January 1, 2026, as referenced from a recent company report. The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Karbon Capital Partners Corp.

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Accepted by SEC EDGAR 02/17/2026 - 04:00 PM Learn about SEC filing dates

FAQ

What stake in Karbon Capital Partners Corp. (KBON) did Empyrean disclose?

Empyrean Capital Partners, LP and Amos Meron disclosed beneficial ownership of 2,632,752 Karbon Capital Partners Corp. Class A Ordinary Shares, equal to 7.4% of the class. This positions them as significant shareholders under U.S. reporting rules requiring disclosure above the 5% threshold.

How did Empyrean’s 7.4% ownership in KBON shares get calculated?

The 7.4% ownership figure is based on 2,632,752 Class A Ordinary Shares compared to 35,390,000 shares outstanding as of January 1, 2026. That outstanding share count comes from Karbon Capital Partners Corp.’s Form 10-Q for the quarter ended September 30, 2025.

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

The reporting persons are Empyrean Capital Partners, LP, a Delaware investment manager, and Amos Meron. Empyrean advises Empyrean Capital Overseas Master Fund, Ltd., which directly holds the shares, while Meron is managing member of the general partner of Empyrean Capital Partners, LP.

Does Empyrean’s Schedule 13G for KBON indicate an attempt to control the company?

No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Karbon Capital Partners Corp., consistent with a passive Schedule 13G filing.

What voting and dispositive powers does Empyrean report over KBON shares?

The filing reports shared voting power over 2,632,752 Class A Ordinary Shares and shared dispositive power over the same number. It reports zero sole voting power and zero sole dispositive power, meaning control over the shares is exercised jointly, not individually.

When did Empyrean’s reportable ownership event in KBON occur?

The date of the event requiring the filing is listed as December 31, 2025. That date reflects when Empyrean Capital Partners, LP and Amos Meron’s beneficial ownership in Karbon Capital Partners Corp. Class A Ordinary Shares reached a level that triggered Schedule 13G reporting.

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

Empyrean Capital Partners, LP

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 2,632,752.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,632,752.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,632,752.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G5225W126

1

Names of Reporting Persons

Amos Meron

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 2,632,752.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,632,752.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,632,752.00

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)

7.4 %

12

Type of Reporting Person (See Instructions)

HC, 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, PA, 18505
Item 2.
(a)	Name of person filing: This statement is filed by: (i) Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands exempted company, with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Karbon Capital Partners Corp. (the "Company") directly held by ECOMF; (ii) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Ordinary Shares directly held by ECOMF. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Ordinary Shares owned by another Reporting Person.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, L.P., 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067
(c)	Citizenship: ECP - a Delaware limited partnership Amos Meron - 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: 2,632,752
(b)	Percent of class: 7.4 %
(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: 2,632,752
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,632,752 The percentages used in this Schedule 13G are calculated based upon 35,390,000 Class A Ordinary Shares outstanding as of January 1, 2026, as reported in the Company's Report on Form 10-Q for the period ended September 30, 2025, filed with the Securities and Exchange Commission on January 23, 2026.
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a).
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:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Empyrean Capital Partners, LP

Signature:	/s/ Jennifer Norman
Name/Title:	Chief Compliance Officer
Date:	02/17/2026

Amos Meron

Signature:	/s/ Amos Meron
Name/Title:	Amos Meron
Date:	02/17/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement