8-K
filed December 12, 2025, 6:59 PM ET
ticker KBON
CIK 0002088749
other material
confidence high
sentiment neutral
materiality 0.65
Karbon Capital Partners Corp. closes $345M IPO, including full over-allotment
Karbon Capital Partners Corp.
- Closed IPO of 34,500,000 units at $10.00/unit, gross proceeds $345M, including full exercise of underwriter's 4,500,000-unit over-allotment.
- Units trade on Nasdaq under KBONU; each unit = 1 Class A share + 1/4 redeemable warrant exercisable at $11.50.
- Simultaneously closed private placement of 890,000 units to sponsor Karbon Capital Core Holdings for $8.9M.
- Appointed five new directors: Zajkowski, Manchin III, Barpoulis, Collawn, Moore; formed audit and compensation committees.
- Citigroup served as sole book-running manager for the offering.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Karbon Capital Partners Corp. issued 890,000 Private Placement Units of unit to Sponsor for $10.00 per Private Placement Unit.
- Security
- unit
- Shares
- 890,000 Private Placement Units
- Purchaser
- Sponsor
- Consideration
- $10.00 per Private Placement Unit
Exact text from the filing
simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Purchase Agreement, the Company consummated the private placement of 890,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $8,900,000
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Karbon Capital Partners Corp.: Company filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-12-10).
- Change
- charter amendment
- Effective
- 2025-12-10
Exact text from the filing
On December 11, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “ Amended and Restated Memorandum and Articles of Association ”) with the Cayman Islands Registrar of Companies, which was effective on December 10, 2025.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Karbon Capital Partners Corp. entered into Underwriting Agreement with Cititgroup Global Markets Inc. valued at 30,000,000 Firm Units at $10.00 per Unit, plus 4,500,000 over-allotment option (effective 2025-12-10).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- Cititgroup Global Markets Inc.
- Value
- 30,000,000 Firm Units at $10.00 per Unit, plus 4,500,000 over-allotment option
- Effective
- 2025-12-10
Exact text from the filing
On December 10, 2025, Karbon Capital Partners Corp. (the “ Company ”) entered into an Underwriting Agreement (the “ Underwriting Agreement ”) with Cititgroup Global Markets Inc. (“ Citi ”), as representative of the underwriters (the “ Underwriter ”), relating to the initial public offering (“ IPO ”) of the Company’s units (the “ Public Units ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Karbon Capital Partners Corp. entered into Warrant Agreement with Continental Stock Transfer & Trust Company valued at Warrant agreement for public warrants (effective 2025-12-10).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Warrant agreement for public warrants
- Effective
- 2025-12-10
Exact text from the filing
A Warrant Agreement, dated December 10, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Karbon Capital Partners Corp. entered into Registration Rights Agreement with certain security holders valued at Registration rights agreement (effective 2025-12-10).
- Action
- entry
- Counterparty
- certain security holders
- Value
- Registration rights agreement
- Effective
- 2025-12-10
Exact text from the filing
A Registration Rights Agreement, dated December 10, 2025, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Karbon Capital Partners Corp. entered into Letter Agreement with Karbon Capital Partners Core Holdings, LLC valued at Letter agreement among Company, sponsor, officers and directors (effective 2025-12-10).
- Action
- entry
- Counterparty
- Karbon Capital Partners Core Holdings, LLC
- Value
- Letter agreement among Company, sponsor, officers and directors
- Effective
- 2025-12-10
Exact text from the filing
A Letter Agreement, dated December 10, 2025, by and among the Company, the Company’s sponsor, Karbon Capital Partners Core Holdings, LLC (the “ Sponsor ”), and each of the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Karbon Capital Partners Corp. entered into Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Investment management trust agreement (effective 2025-12-10).
- Action
- entry
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Investment management trust agreement
- Effective
- 2025-12-10
Exact text from the filing
An Investment Management Trust Agreement, dated December 10, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Karbon Capital Partners Corp. entered into Private Placement Unit Purchase Agreement with Karbon Capital Partners Core Holdings, LLC valued at Sponsor purchased 890,000 Private Placement Units (effective 2025-12-10).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Karbon Capital Partners Core Holdings, LLC
- Value
- Sponsor purchased 890,000 Private Placement Units
- Effective
- 2025-12-10
Exact text from the filing
A Private Placement Unit Purchase Agreement, dated December 10, 2025 (the “ Private Placement Unit Purchase Agreement ”), by and between the Company and the Sponsor, pursuant to which the Sponsor purchased 890,000 units in a private placement (the “ Private Placement Units ”), each Private Placement Unit being comprised of one Class A ordinary share, $0.0001 par value per share (the “ Private Placement Shares ”) and one-fourth of one warrant, each whole warrant being exercisable for one Class A ordinary share at an exercise price of $11.50 (subject to adjustment, as described in the Registration Statement) (the “ Private Placement Warrants ” and together with the Public Warrants, the “ Warrants ”).
View on SEC.gov
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