Karbon Capital Partners Files 8-K with Key Corporate Updates

TL;DR

Karbon Capital Partners filed an 8-K detailing material agreements, equity sales, and leadership changes.

AI Summary

Karbon Capital Partners Corp. filed an 8-K on December 12, 2025, reporting a material definitive agreement, unregistered sales of equity securities, and changes in its board and officer composition. The filing also noted amendments to its articles of incorporation and other events, including financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes in the company's structure and equity, which could impact investors and stakeholders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Numbers

• 001-43005 — SEC File Number (Identifies the company's filing history with the SEC.)
• 11.50 — Warrant Exercise Price (The price at which redeemable warrants can be exercised.)

Key Players & Entities

• Karbon Capital Partners Corp. (company) — Filer of the 8-K
• 0001193125-25-317652 (document_id) — Accession Number for the filing
• 20251212 (date) — Filing date
• 20251210 (date) — Period of report
• 6770 (industry_code) — Standard Industrial Classification (Blank Checks)
• 001-43005 (sec_file_number) — SEC File Number
• 11.50 (dollar_amount) — Exercise price for redeemable warrants

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share KBON The Nasdaq Stock Mar
• $11.50 — ordinary share, at an exercise price of $11.50 per share KBONW The Nasdaq Stock Ma
• $10.00 — sale of 30,000,000 Units at a price of $10.00 per Unit (the " Firm Units "). Pursuant
• $9.80 — the Firm Units and Additional Units is $9.80 per Unit. In addition, the Company agre
• $345,000,000, b — the Company received gross proceeds of $345,000,000, before deducting underwriting discounts a
• $8,900,000 — ment Unit, generating total proceeds of $8,900,000. The Private Placement Units purchased

Filing Documents

• d782742d8k.htm (8-K) — 45KB
• d782742dex11.htm (EX-1.1) — 240KB
• d782742dex31.htm (EX-3.1) — 278KB
• d782742dex41.htm (EX-4.1) — 114KB
• d782742dex101.htm (EX-10.1) — 46KB
• d782742dex102.htm (EX-10.2) — 76KB
• d782742dex103.htm (EX-10.3) — 102KB
• d782742dex104.htm (EX-10.4) — 39KB
• d782742dex991.htm (EX-99.1) — 6KB
• 0001193125-25-317652.txt ( ) — 1335KB
• kbonw-20251210.xsd (EX-101.SCH) — 5KB
• kbonw-20251210_def.xml (EX-101.DEF) — 15KB
• kbonw-20251210_lab.xml (EX-101.LAB) — 26KB
• kbonw-20251210_pre.xml (EX-101.PRE) — 17KB
• d782742d8k_htm.xml (XML) — 8KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2025 Karbon Capital Partners Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-43005 98-1883211 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 321 Biden Street , 12th Floor Scranton , Pennsylvania 18505 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (570) 558-6100 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which each class is registered Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant KBONU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share KBON The Nasdaq Stock Market LLC Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, at an exercise price of $11.50 per share KBONW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. 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 "). Each Public Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the " Public Shares "), and one-fourth of one redeemable warrant of the Company (each, a " Public Warrant "), with each whole Public Warrant entitling the holder thereof to purchase one Public Share for $11.50 per share. The Underwriting Agreement provides for the offer and sale of 30,000,000 Units at a price of $10.00 per Unit (the " Firm Units "). Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to an aggregate of 4,500,000 additional Units (the " Additional Units ") to cover over-allotments, if any. The purchase price payable by the Underwriter for both the Firm Units and Additional Units is $9.80 per Unit. In addition, the Company agreed to pay the Underwriter a deferred discount as described in the prospectus contained in the Registration Statement (as defined below). In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-290687) for the IPO, originally filed with the U.S. Securities and Exchange Commission on October 2, 2025 (as amended, the " Registration Statement "): 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. 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. 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. A Registration Rights Agreement, dated December 10, 2025, by and among the Company and certain security holders, a copy of which i

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