Karbon Capital Partners Corp.

This filing converts the SPAC into an active market participant, locking in the unit composition and offering price that will fund the trust ahead of a target search. Because the press release does not specify the final trust amount per share, investors cannot derive the exact cash backing behind the $10.00 unit price from this document alone. According to the Company’s press release, management intends to target businesses in the broadly defined energy sector, specifically power generation, energy infrastructure, and energy technology/security. The Company claims these industries exhibit strong growth characteristics driven by expanding electricity demand from artificial intelligence data centers and Liquefied Natural Gas (LNG) ecosystems. Chief Executive Officer Thomas F. Karam executed the filing, and Jeffrey Zajkowski is listed as the corporate contact.

For investors monitoring KBON during its SEARCHING phase, this submission establishes a neutral administrative baseline for director-level equity alignment. Because the Form 3 records no share accumulation or disposition, it provides no signal regarding management's conviction, risk tolerance, or willingness to co-invest with public shareholders—a variable that directly shapes redemption expectations and liquidity dynamics. With no concurrent amendment filings, target indications, or trust distribution notices, the $10.2 floor and the unresolved search timeline remain static. Shareholders should track subsequent Forms 4, S-4 registration statements, or proxy solicitations for material shifts in sponsorship commitments, deadline adjournments, or specific acquisition targets.

This document is the definitive prospectus for KBON's IPO. It confirms the 30M-unit offering at $10.00, a $300M trust ($10.20/share initial trust value), a 24-month deadline to find a target, and detailed sponsor compensation including founder shares purchased for ~$0.003 and private placement units for $8M. The document reveals all material relationships, conflicts of interest, and the terms under which public shareholders can redeem. The SPAC has not yet selected a target, so the 'searching' status is unchanged, but this filing is the most informative public statement of the SPAC's terms and sponsor conduct to date.

This is the first filing with audited financials, providing the baseline trust value, sponsor compensation (founder shares at $0.003 per share vs. $10.00 public price), and detailed dilution scenarios. It establishes redemption terms (any shareholder may redeem shares for pro rata trust amount at business combination regardless of vote) and a 24-month deadline (27 months if LOI signed within 24 months). The document also reveals the sponsor's identity and control (Thomas F. Karam and Jeffrey Zajkowski indirectly own 100% of sponsor), and highlights key risks including potential classification as an investment company, significant dilution to public shareholders (dilution ranges from $2.42 to $11.17 per share depending on redemptions), and conflicts of interest due to sponsor's low-cost founder shares.

For investors tracking redemption deadlines and trust value: the trust account will initially hold $10.00 per public share (not $10.20 as some sources may indicate). The SPAC has 24 months (or 27 months if a letter of intent is signed within 24 months) to complete a business combination. The sponsor paid $0.003 per founder share, creating potential dilution. The filing includes detailed dilution tables showing net tangible book value under various redemption scenarios. The management team includes Thomas F. Karam (former CEO of Equitrans Midstream) and Jeffrey Zajkowski (former JP Morgan banker), with former Senator Joe Manchin as Chairman. The SPAC targets energy infrastructure, AI/data center power, and LNG. No target has been selected. Sponsor conduct: sponsor owns 20% of founder shares, purchased 800,000 private placement units at $10.00 each, and has agreed to lock-up restrictions. The filing also discloses potential conflicts of interest and the sponsor's indemnification obligations.

What changed: A routine compliance exhibit (SEC Schedule 13G joint beneficial ownership report [0001688382-26-000016] dated 2026-05-15) identifying Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC as affiliated co-reporters. No mechanical variables shifted. The filing contains zero language adjusting redemption deadlines, modifying trust valuations, proposing extension periods, advancing deal milestones, or documenting sponsor conduct. Ownership aggregation is noted, but without attached percentages or trade histories, it leaves the SPAC’s SEARCHING status and cash reserve parameters untouched. Why it matters: From an operator standpoint, this report isolates blockholder concentration without confirming directional intent. Investors tracking redemption calendars and trust preservation will note the absence of trigger events or amendment markers. Any forward-looking implications require linkage to subsequent Form 4 executions or definitive proxy materials that explicitly quantify the reported stakes and outline acquisition targets. The document itself makes no substantive claims regarding customer metrics, revenue streams, market sizing, strategic pivots, technology roadmaps, partnership term sheets, pending litigation, or executive succession; all reported information is limited to the regulatory aggregation of the three named holding vehicles.

What changed: Joint Acquisition Statement pursuant to Rule 13d-1(k). This document is a routine compliance exhibit (a Joint Acquisition Statement pursuant to Rule 13d-1(k)). Bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, it reports no changes, delays, accelerations, or announcements. It contains no provisions affecting the trust account, no updates to business combination timelines, no mention of redemption windows or extension votes, and no disclosure of sponsor activity or target search progress. Concerning other substance, neither Empyrean Capital Partners, LP nor Amos Meron make any claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; the text contains only procedural legal acknowledgments regarding joint liability and regulatory compliance attributed to the signatories. Why it matters: For investors tracking a SPAC in the SEARCHING phase, this filing provides no actionable changes to redemption mechanics, extension triggers, or trust account status. It solely confirms coordinated regulatory disclosure obligations between two beneficial owners, indicating administrative alignment rather than strategic transactional development.

What changed: 10-Q (Quarterly Report) for Karbon Capital Partners Corp., a blank-check SPAC incorporated as a Cayman Islands exempted company, filed for the quarter ended March 31, 2026. The company has not yet identified or announced a business combination target. Trust account value rose to $348,667,844 ($10.11 per share) from $345,597,290 ($10.02 per share) at December 31, 2025, driven by $3,070,554 in interest income. Cash on hand decreased to $697,733 from $834,527. Net income for the quarter was $2,791,383. No business combination, letter of intent, or extension proposal has been announced. The 24-month (or 27-month) Combination Period runs from the December 12, 2025 IPO closing. Why it matters: The filing confirms the SPAC is still searching and has not entered into a definitive agreement. The trust per-share value exceeds the $10.00 IPO price due to interest accretion, giving public shareholders a slight premium at redemption. Cash burn is moderate ($136,428 used in operations). Sponsor conduct appears routine; no working capital loans were drawn. No risk factor changes were noted.

What changed: This document is an Exhibit I Joint Filing Agreement attached to a Schedule 13G/A beneficial ownership report, confirming that Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander have executed an agreement to file jointly on behalf of each named person and entity pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, dated May 7, 2026, and signed by Global General Counsel Gil Raviv and Israel A. Englander. The filing constitutes a procedural update for the joint reporting of beneficial ownership in Class A Ordinary Shares, par value $0.0001 per share, of Karbon Capital Partners Corp. The attached agreement merely authorizes consolidated submission of the amended 13G. It discloses no specifics regarding redemption deadlines, trust account balances or payout mechanics, business combination extensions, target company deal progress, negotiations, or sponsor conduct. Any shift in reporting obligation would originate from the main Form 13G/A body, which is absent from this text. Why it matters: For investors tracking KBON’s holder composition, this confirms the continued joint positioning of Millennium’s affiliated entities and principal Israel A. Englander, but provides no data on share counts, percentage stakes, acquisition timing, or potential sales pressure. The document contains no claims, projections, or disclosures concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because it lacks substantive operational or financial assertions and carries no direct bearing on redemption windows, trust distribution calculations, extension voting, or merger timelines, it functions purely as an administrative compliance artifact rather than a catalyst for capital allocation or timeline adjustments.

What changed: Form 10-K (annual report) for the fiscal year ended December 31, 2025 — the first annual report of Karbon Capital Partners Corp. (KBON), a blank-check SPAC incorporated on September 12, 2025, which consummated its IPO on December 12, 2025. The filing covers the period from inception through year-end and includes audited financial statements, business description, risk factors, and management discussion. No business combination target announced; no extension or amendment to trust or redemption terms. Key events: (i) IPO of 34,500,000 units (including full over‑allotment) at $10.00 per unit, raising $345 million gross; (ii) simultaneous private placement of 890,000 private‑placement units to sponsor for $8.9 million; (iii) net proceeds of $345 million deposited in trust, resulting in a trust‑account value of $345,597,290 at year‑end ($10.02 per public share); (iv) unit separation and separate trading of Class A shares and warrants began on January 27, 2026; (v) sponsor holds 8,625,000 founder shares (20% of outstanding) purchased for $25,000. The company remains in the search phase and has not yet identified a target. Why it matters: This filing establishes all critical SPAC parameters for KBON investors: trust per‑share value ($10.02), deadline (24 months from IPO, or 27 months if a letter of intent is signed within 24 months — i.e., December 12, 2027 or March 12, 2028), redemption mechanics (up to 15% limitation on excess shares), sponsor economics (founder shares at ~$0.003 per share creating significant dilution risk and misaligned incentives), and the risk of being deemed an investment company under the 1940 Act. No business combination activity or new financing arrangements are reported, making the filing a baseline for tracking future deal progress.

What changed: Schedule 13G beneficial ownership report. The filing identifies Karbon Capital Partners Core Holdings, LLC, Thomas F. Karam, and Jeffrey Zajkowski as reporting beneficial ownership. The provided excerpt contains no share quantities, percentage thresholds, acquisition dates, or stated purposes for the holdings, so no mechanical variables—redemption deadlines, trust value preservation, extension triggers, business combination progress, or sponsor voting posture—are updated or altered by this submission. Why it matters: For a SPAC in SEARCHING status, Schedule 13G filings are routine compliance exhibits that confirm insider or affiliate stake reporting rather than signaling active target pursuit or capital deployment. Without explicit ownership percentages or transaction timelines in the text, the document carries no direct bearing on shareholder redemption mathematics, extension vote outcomes, or merger approval thresholds. It also contains zero substantive commercial, technological, strategic, or operational assertions; it makes no claims about customer contracts, revenue streams, addressable markets, product development, alliance networks, legal proceedings, or management changes, attributing nothing beyond the registrants’ identities as filing parties.

What changed: A Schedule 13G joint acquisition statement acknowledging that Empyrean Capital Partners, LP and Amos Meron are filing beneficial ownership reports together pursuant to Rule 13d-1(k), executed by Empyrean’s Chief Compliance Officer Jennifer Norman and Mr. Meron. The filing formalizes a joint reporting obligation between Empyrean Capital Partners, LP and Amos Meron for Section 13(d) purposes. It provides zero updates on redemption deadlines, trust account mechanics, extension proposals, target search progress, or sponsor conduct. The only operative terms state that future amendments to this Schedule 13G will be filed jointly without separate statements, and that each signatory accepts individual responsibility for the timeliness, completeness, and accuracy of their own disclosed information. Why it matters: For investors monitoring KBON’s SEARCHING status and capital markets timeline, this exhibit carries no forward-looking implications. It does not advance a business combination, adjust the trust balance, trigger shareholder approval windows, or signal sponsor activism. The document merely confirms a procedural partnership between an institutional holder and an individual investor for regulatory disclosure purposes. Absent any new financial metrics, customer claims, technology roadmaps, or litigation assertions, the filing leaves the redemption calendar and extension framework entirely unchanged. Investors should treat it as a routine compliance artifact rather than a catalyst for transaction timing.

What changed: A Joint Acquisition Statement filed pursuant to Rule 13d-1(k) accompanying a Schedule 13G beneficial ownership report, formally executed as Exhibit 99.1 Joint Filing Agreement. The filing records that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross acknowledge they will submit future Schedule 13G amendments jointly, with each party accepting individual responsibility for the completeness and accuracy of their own disclosures while disclaiming responsibility for the others’ information unless known to be inaccurate. Dated February 12, 2026, the provided text contains no actual beneficial ownership percentage, share count, acquisition date, or transaction volume. Regarding the tracked SPAC mechanics, it discloses nothing altering KBON’s SEARCHING status, redemption deadline, trust value per share, extension provisions, deal progress, or sponsor conduct. Why it matters: Because the text is limited to an administrative joint-filing agreement and omits the core 13G disclosures (Form 13G Part I, Item 4 ownership details, and Item 5 contracts/arrangements), it does not provide actionable intelligence for investors monitoring redemption calendars, trust accounting, or business combination catalysts. There are zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; no chief executive, board member, or sponsor representative is quoted or cited. Without the missing body of the filing, this document remains a routine regulatory compliance exhibit that does not materially shift capital structure dynamics, extension timelines, or redemption expectations.

What changed: Form 8-K current report accompanying an investor press release announcing the commencement of separate trading for Karbon Capital Partners Corp.’s Class A ordinary shares and warrants. Per the company’s January 26, 2026 announcement, unit holders may now elect to separately trade the underlying Class A ordinary shares and warrants effective January 27, 2026. Separated instruments will begin trading on Nasdaq under the ticker symbols "KBON" and "KBONW," while intact units continue under "KBONU." The filing explicitly states that no fractional warrants will be issued during the separation process, only whole warrants will trade, and shareholders must have their brokers contact the transfer agent, Continental Stock Transfer & Trust Company, to effect the split. Why it matters: For investors monitoring capital structure mechanics, this routine listing update clarifies the post-separation trading environment and removes fractional warrant liquidity from the market, though it does not trigger changes to the trust account, redemption calendar, or extension provisions. Regarding substantive strategy, the press release outlines management’s acquisition targets: the Cayman Islands exempted company will focus on the broadly defined energy sector, specifically power generation, energy infrastructure, and energy technology and security. Management claims these industries possess strong growth characteristics driven primarily by expanding energy requirements tied to Artificial Intelligence ("AI")/data centers and Liquefied Natural Gas ("LNG"), alongside their related ecosystems. The filing provides contact details for Jeffrey Zajkowski at 321 Biden Street, 12th Floor, Scranton, Pennsylvania 18505 (Tel: 570 5586100). It also confirms that each class A ordinary share carries a par value of $0.0001, and each whole warrant is exercisable for one share at an exercise price of $11.50. Copies of the IPO prospectus may be obtained from Citigroup, c/o Broadridge Financial Solutions, located at 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).

What changed: A quarterly report (Form 10-Q) for the period ended September 30, 2025, filed by Karbon Capital Partners Corp. (KBON), a blank check company that had not yet commenced operations as of the balance sheet date. The filing covers the SPAC's formation period and the IPO which closed on December 12, 2025. The 10-Q is the company's first quarterly report and covers the period from inception (September 12, 2025) through September 30, 2025. As of September 30, 2025, the company had no cash, a working capital deficit of $682,710, and had only issued 8,625,000 Founder Shares to the sponsor. The company's IPO of 34,500,000 Units (including the full exercise of the overallotment by underwriters) and the placement of $345,000,000 into the Trust Account all occurred after the quarter end, on December 12, 2025. The trust value is $345,000,000 ($10.00 per unit). The deadline to complete a business combination is 24 months (or 27 months if a LOI is signed within 24 months) from the IPO closing, i.e., December 12, 2027 (or December 12, 2028). No business combination target has been identified. Why it matters: This is the foundational filing establishing the SPAC's capital structure and trust mechanics. The trust contains $345,000,000 at $10.00 per share. The sponsor invested $8,900,000 in private placement units. The share count includes 35,390,000 Class A public shares and 8,625,000 Class B founder shares. A critical governance term: public shareholders are restricted from redeeming more than 15% of the public shares in a shareholder vote without the company's consent. The report also details tariff and geopolitical risk factors cited by management.