Karbon Capital Partners (KBONU) CFO details 8,625,000 Class B beneficial stake

Rhea-AI Filing Summary

Karbon Capital Partners Corp. director, chief financial officer and 10% owner Jeffrey J. Zajkowski filed an amended initial ownership report.

As of December 10, 2025, he was reported to beneficially own 8,625,000 Class B ordinary shares through Karbon Capital Partners Core Holdings, LLC. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis concurrently with or immediately following the company’s initial business combination, or earlier at the holder’s option, and he reported no beneficial ownership of Class A ordinary shares.

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

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1. Name and Address of Reporting Person^*

Zajkowski Jeffrey J.

(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
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
12/10/2025

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"). The Reporting Person and Thomas F. Karam 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/ Jeffrey J. Zajkowski	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.

FAQ

What insider ownership did Karbon Capital Partners (KBONU) disclose in this filing?

The filing reports 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.

Who is the reporting person in this KBONU insider ownership amendment?

The reporting person is Jeffrey J. Zajkowski, who serves as a director, chief financial officer, and 10% owner of Karbon Capital Partners Corp.

How many Class B ordinary shares does the KBONU CFO beneficially own?

As disclosed, the reporting person beneficially owns 8,625,000 Class B Ordinary Shares, held indirectly through Karbon Capital Partners Core Holdings, LLC.

When is the insider ownership information for KBONU effective?

The amendment states that the beneficial ownership information is reported as of December 10, 2025.

How do Karbon Capital Partners’ Class B Ordinary Shares convert into Class A shares?

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

Through which entity are the KBONU Class B shares held?

The 8,625,000 Class B Ordinary Shares are held by Karbon Capital Partners Core Holdings, LLC, referred to as the Sponsor. The reporting person is one of the managers of this Sponsor entity.