--- 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" generated_at: "2026-05-16T13:25:16.382390+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Karbon Capital Partners Corp. closes $345M IPO, including full over-allotment ## Summary - 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. ## SEC filing metadata - 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 - event_type: other_material - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-317652 - JSON: https://secwatch.observer/filing/0001193125-25-317652.json - Plain text: https://secwatch.observer/filing/0001193125-25-317652.txt ## Key facts - Equity Issuances 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm - Governance Changes 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/2088749/000119312525317652/0001193125-25-317652-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.