Karbon Capital Partners (KBONU) CFO reports unit and warrant acquisition

Rhea-AI Filing Summary

Karbon Capital Partners Corp. reported that director, chief financial officer and 10% owner Jeffrey J. Zajkowski indirectly acquired Class A ordinary shares and related warrants on 12/12/2025. He acquired 890,000 Class A ordinary shares at $10 per share, held indirectly through Karbon Capital Partners Core Holdings, LLC, bringing his reported indirect beneficial ownership to 890,000 shares.

The 890,000 shares come from private placement units, each consisting of one Class A ordinary share and one-fourth of a redeemable warrant. He also indirectly acquired 222,500 private placement warrants with an exercise price of $11.5 per share, each for one Class A ordinary share. These private placement warrants become exercisable 30 days after completion of the company’s initial business combination and expire five years after that combination or earlier upon liquidation.

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^*

Zajkowski Jeffrey J.

(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 Financial 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 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.

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	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?

Karbon Capital Partners Corp. reported that Jeffrey J. Zajkowski, a director, chief financial officer and 10% owner, indirectly acquired Class A ordinary shares and private placement warrants on 12/12/2025, held through Karbon Capital Partners Core Holdings, LLC.

How many Class A ordinary shares did the Karbon Capital Partners (KBONU) insider acquire and at what price?

The reporting person indirectly acquired 890,000 Class A ordinary shares of Karbon Capital Partners Corp. at a price of $10 per share, with 890,000 shares reported as beneficially owned following the transaction.

What are the private placement units mentioned in the Karbon Capital Partners (KBONU) insider filing?

The filing states that the 890,000 units are private placement units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant. No fractional warrants will be issued when units separate, and only whole warrants are exercisable and will trade.

How many private placement warrants were acquired in the Karbon Capital Partners (KBONU) transaction and on what terms?

The reporting person indirectly acquired 222,500 private placement warrants. Each warrant has an exercise price of $11.5 per share and is exercisable for one Class A ordinary share. The price of the derivative security is listed as $10, with 222,500 warrants beneficially owned following the transaction.

When do the Karbon Capital Partners (KBONU) private placement warrants become exercisable and when do they expire?

The private placement warrants will become exercisable 30 days after completion of the issuer’s initial business combination. They will expire five years after the completion of that initial business combination or earlier upon liquidation.

How are the securities held indirectly by the Karbon Capital Partners (KBONU) insider?

The Class A ordinary shares and private placement warrants are held by Karbon Capital Partners Core Holdings, LLC. The reporting person and another individual are managers of this entity and may be deemed to share beneficial ownership of the securities to the extent of any pecuniary interest they have in them.