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Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, reports beneficial ownership of 2,700,000 Class A ordinary shares of Karbon Capital Partners Corp., equal to 7.63% of the class.
The shares are Class A ordinary shares with a par value of $0.0001 per share. The filing shows shared voting and dispositive power over all 2,700,000 shares and no sole voting or dispositive power. The percentage is based on 35,390,000 Class A shares outstanding after Karbon’s offering and related transactions.
The reporting persons certify the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of Karbon Capital Partners Corp.
Karbon Capital Partners Corp. filed a current report describing a change in how its securities trade. The company announced that, starting January 27, 2026, holders of its units may elect to separate those units into individual Class A ordinary shares and redeemable warrants. Units will continue to trade on Nasdaq under the symbol KBONU, while the separated Class A ordinary shares will trade under KBON and the warrants under KBONW. The change gives investors flexibility to hold or trade the combined units or the individual components, as outlined in a press release attached as Exhibit 99.1.
Karbon Capital Partners Corp., a Cayman Islands-based blank check company, filed its first quarterly report covering the short period from inception on September 12, 2025 through September 30, 2025. During this pre-IPO phase, the company reported a net loss of $56,679, entirely from general and administrative costs, and ended the period with total assets of $676,031, mainly prepaid expenses and deferred offering costs, against current liabilities of $707,710, resulting in a shareholder’s deficit of $31,679.
Subsequently, on December 12, 2025, Karbon completed its SPAC initial public offering of 34,500,000 units at $10.00 per unit, generating gross proceeds of $345,000,000, and sold 890,000 private placement units for an additional $8,900,000. A total of $345,000,000 was deposited into a trust account for a future business combination, while transaction costs totaled $20,186,929. After the offering, as of December 12, 2025, the company reported cash outside the trust of $1,384,527 and working capital of $931,057 to fund ongoing SPAC operating and deal-search activities.
Karbon Capital Partners Corp. completed its initial public offering of 34,500,000 units at $10.00 per unit. Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50. The sponsor also purchased 890,000 private placement units at $10.00 per unit on similar terms.
The company placed $345,000,000 of aggregate offering proceeds into a trust account for the benefit of public shareholders and the IPO underwriter. These funds can be accessed only for limited purposes, including certain tax payments and up to $100,000 for dissolution expenses, until an initial business combination is completed or the company is required to redeem its public shares, generally within 24 months (or 27 months if a letter of intent for a business combination is in place).
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.
Karbon Capital Partners Corp. director and 10% owner Thomas F. Karam reported acquiring 890,000 Class A ordinary shares at a price of $10 through private placement units, giving him indirect beneficial ownership through the sponsor entity.
Each of the 890,000 private placement units consists of one Class A ordinary share and one-fourth of one redeemable warrant, resulting in 222,500 private placement warrants with a $11.5 exercise price that become exercisable 30 days after completion of the issuer's initial business combination and expire five years after that or earlier upon liquidation.
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.
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.
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.
Karbon Capital Partners Corp. insider filed an amended ownership report for KBONU. As of December 10, 2025, the reporting person, who is a director, chief executive officer and 10% owner, beneficially owned 8,625,000 Class B Ordinary Shares indirectly through Karbon Capital Partners Core Holdings, LLC. These Class B shares automatically convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment, in connection with the initial business combination or earlier at the holder’s option, and have no expiration date. The insider reported no beneficial ownership of Class A Ordinary Shares.