Karbon Capital (KBONU) CEO acquires 890,000 Class A shares and 222,500 warrants

Rhea-AI Filing Summary

Karbon Capital Partners Corp.'s chief executive officer, who is also a director and 10% owner, reported acquiring 890,000 Class A ordinary shares on 12/12/2025 at a price of $10 through private placement units.

Each of the 890,000 private placement units consists of one Class A ordinary share and one-fourth of one redeemable warrant, corresponding to 222,500 private placement warrants with a $11.5 exercise price for Class A ordinary shares.

The private placement warrants become exercisable 30 days after completion of the issuer's initial business combination and expire five years after that business combination or earlier upon liquidation, and all reported securities are held indirectly through Karbon Capital Partners Core Holdings, LLC, where the reporting person is a manager and may be deemed to share beneficial ownership while each manager disclaims beneficial ownership beyond any pecuniary interest.

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

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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^*

KARAM THOMAS F

(Last) (First) (Middle)

321 BIDEN STREET, 12TH FLOOR

(Street)

SCRANTON PA 18505

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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

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 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
Class A Ordinary Shares	12/12/2025		A		890,000(1)	A	$10	890,000	I	See footnote(2)

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
Warrant	$11.5	12/12/2025		A		222,500(1)		(3)	(3)	Class A Ordinary Shares	222,500	$10	222,500	I	See footnote(2)

Explanation of Responses:

1. Represents 890,000 private placement units, each of which consists of one Class A ordinary share and one-fourth of one redeemable warrant. No fractional warrants will be issued upon separation of the units and only whole warrants are exercisable and will trade.

2. Represents securities held by Karbon Capital Partners Core Holdings, LLC ("Sponsor"). The Reporting Person 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.

3. The private placement warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon liquidation.

	/s/ Jeffrey J. Zajkowski, Attorney-in-Fact	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Karbon Capital Partners Corp. (KBONU) report?

The filing reports the company's chief executive officer, who is also a director and 10% owner, acquiring 890,000 Class A ordinary shares on 12/12/2025 at $10 per private placement unit.

How many private placement units and warrants were involved for KBONU?

The transaction covers 890,000 private placement units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant, resulting in 222,500 private placement warrants.

What are the key terms of the private placement warrants for Karbon Capital Partners Corp.?

The private placement warrants have an exercise price of $11.5 per Class A ordinary share, become exercisable 30 days after completion of the issuer's initial business combination, and expire five years after that combination or earlier upon liquidation.

How is the reporting person related to Karbon Capital Partners Corp. (KBONU)?

The reporting person is a director, chief executive officer, and 10% owner of Karbon Capital Partners Corp.

Who holds the reported securities for Karbon Capital Partners Corp. (KBONU)?

The reported shares and warrants are held by Karbon Capital Partners Core Holdings, LLC, and the reporting person and another individual are managers of this entity and may be deemed to share beneficial ownership, while each disclaims beneficial ownership beyond any pecuniary interest.

When did the earliest reported transaction for KBONU occur?

The earliest reported transaction date is 12/12/2025, as shown in both the non-derivative and derivative securities tables.