{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-317652","form_type":"8-K","ticker":"KBON","cik":"0002088749","company_name":"Karbon Capital Partners Corp.","filed_at":"2025-12-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.586723+00:00","generated_at":"2026-05-16T13:25:16.382390+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Karbon Capital Partners Corp. closes $345M IPO, including full over-allotment","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-317652","json":"https://secwatch.observer/filing/0001193125-25-317652.json","markdown":"https://secwatch.observer/filing/0001193125-25-317652.md","text":"https://secwatch.observer/filing/0001193125-25-317652.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/d782742d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:25:16.382390+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"6fcb42e9d9658bc1f3f5f10fe07af4497dc1aeef","claim":"Karbon Capital Partners Corp. issued 890,000 Private Placement Units of unit to Sponsor for $10.00 per Private Placement Unit.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"unit"},{"label":"Shares","value":"890,000 Private Placement Units"},{"label":"Purchaser","value":"Sponsor"},{"label":"Consideration","value":"$10.00 per Private Placement Unit"}],"fact_type":"equity_issuance"},{"claim_id":"58ecc2b349c8288733caead208ea2e79d7c4c234","claim":"Karbon Capital Partners Corp.: Company filed amended and restated memorandum and articles of association in connection with IPO (effective 2025-12-10).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-12-10"}],"fact_type":"governance_change"},{"claim_id":"11cc8e26e9ed1db771756046339234ebc56f2d2a","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Cititgroup Global Markets Inc."},{"label":"Value","value":"30,000,000 Firm Units at $10.00 per Unit, plus 4,500,000 over-allotment option"},{"label":"Effective","value":"2025-12-10"}],"fact_type":"material_agreement"},{"claim_id":"82664368968e73119bda632caeac7c4e6138ce36","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Value","value":"Warrant agreement for public warrants"},{"label":"Effective","value":"2025-12-10"}],"fact_type":"material_agreement"},{"claim_id":"82fb523b08193b18659537ffc2a6d9ce20c5fb9d","claim":"Karbon Capital Partners Corp. entered into Registration Rights Agreement with certain security holders valued at Registration rights agreement (effective 2025-12-10).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"certain security holders"},{"label":"Value","value":"Registration rights agreement"},{"label":"Effective","value":"2025-12-10"}],"fact_type":"material_agreement"},{"claim_id":"8de9b026d863d5805f40db1c6639702306f0aecc","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Karbon Capital Partners Core Holdings, LLC"},{"label":"Value","value":"Letter agreement among Company, sponsor, officers and directors"},{"label":"Effective","value":"2025-12-10"}],"fact_type":"material_agreement"},{"claim_id":"a070f06417369c72d69a703de238834b8f5471b5","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"Continental Stock Transfer & Trust Company"},{"label":"Value","value":"Investment management trust agreement"},{"label":"Effective","value":"2025-12-10"}],"fact_type":"material_agreement"},{"claim_id":"cc415b88d5148b4ae5504c212c3d26c5550a7376","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Karbon Capital Partners Core Holdings, LLC"},{"label":"Value","value":"Sponsor purchased 890,000 Private Placement Units"},{"label":"Effective","value":"2025-12-10"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}