8-K
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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): January 26, 2026

 

 

Karbon Capital Partners Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Cayman Islands

001-43005

Not applicable

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

321 Biden Street

12th Floor

 

Scranton, Pennsylvania

 

18505

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 570 5586100

 

 

(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 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. ☐

 

 

 

Item 8.01. Other Events.

On January 26, 2026, Karbon Capital Partners Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants comprising the Units commencing January 27, 2026. Those Units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “KBONU,” and each of the Class A ordinary shares and warrants that are separated will trade on the Nasdaq Stock Market LLC under symbols “KBON” and “KBONW,” respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit
No.

Description

99.1

Press Release, dated January 26, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

KARBON CAPITAL PARTNERS CORP.

Date: January 26, 2026

By:

/s/ Thomas F. Karam

 

Thomas F. Karam

Chief Executive Officer

 

 

Exhibit 99.1

Karbon Capital Partners Corp.

Announces the Separate Trading of its Class A ordinary shares and Warrants

Commencing January 27, 2026

Scranton, PA, January 26, 2026 – Karbon Capital Partners Corp. (the “Company”) today announced that commencing January 27, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units. Class A ordinary shares and warrants that are separated will trade on the Nasdaq Stock Market LLC under the ticker symbol “KBON” and “KBONW,” respectively. Those units not separated will continue to trade on the Nasdaq Stock Market LLC under the symbol “KBONU.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of units was made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).

Karbon Capital Partners Corp.

Karbon Capital Partners Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

The Company intends to concentrate on industries that complement its management team’s background by focusing on a target business in the broadly defined energy industry. The Company will leverage the deep networks and expertise of its management team to target investments in power generation, energy infrastructure and energy technology and security sectors. The Company believes these industries have strong growth characteristics driven primarily by the expanding energy needs related to Artificial Intelligence (“AI”)/data centers, Liquefied Natural Gas (“LNG”) and their related ecosystems. The Company will target companies with strong growth prospects tied to the ever-increasing energy needs of data centers and LNG, and their related ecosystems, and seek to create significant value for its shareholders through both organic and inorganic growth strategies to further accelerate a target’s penetration into its addressable markets.

Contacts

Karbon Capital Partners Corp.

Jeffrey Zajkowski

321 Biden Street, 12th Floor

Scranton, Pennsylvania 18505

Tel: (570) 558-6100