[Form 3/A] Karbon Capital Partners Corp. Amended Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Karbon Capital Partners Corp. director and 10% owner Thomas F. Karam filed an amended insider ownership report as of December 10, 2025. The filing states he beneficially owned 8,625,000 Class B Ordinary Shares and did not beneficially own any Class A Ordinary Shares on that date.

The Class B Ordinary Shares are held indirectly through Karbon Capital Partners Core Holdings, LLC, the sponsor. Karam and Jeffrey Zajkowski are managers of the sponsor and may be deemed to share beneficial ownership, but each disclaims ownership beyond any pecuniary interest. The Class B shares automatically convert into Class A Ordinary Shares on a one-for-one basis in connection with the company’s initial business combination or earlier at the holder’s option, and have no expiration date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Karbon Capital Partners Core Holdings, LLC

Role Director, 10% Owner

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 8,625,000 shares (Indirect, See footnote)

Footnotes (1)

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. Represents securities held by Karbon Capital Partners Core Holdings, LLC ("Sponsor"). Thomas F. Karam and Jeffrey Zajkowski are the managers of Sponsor, and as such, they may be deemed to have or share beneficial ownership of the securities held directly by Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

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Accepted by SEC EDGAR 12/16/2025 - 09:50 PM Learn about SEC filing dates

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, LLC

(Last) (First) (Middle)

321 BIDEN STREET, 12TH FLOOR

(Street)

SCRANTON PA 18505

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2025

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/11/2025

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)	I	See footnote(2)

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. Represents securities held by Karbon Capital Partners Core Holdings, LLC ("Sponsor"). Thomas F. Karam and Jeffrey Zajkowski are the managers of Sponsor, and as such, they may be deemed to have or share beneficial ownership of the securities held directly by Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

This Form 3 amendment is being filed to report that as of December 10, 2025, the Reporting Person beneficially owned 8,625,000 Class B Ordinary Shares and did not beneficially own any Class A Ordinary Shares.

	/s/ Thomas F. Karam, Manager	12/16/2025
	** 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.