KBON

Business Context and Reporting Period

Karbon Capital Partners Corp. is a Cayman Islands exempted company formed as a blank check entity (SPAC) for the purpose of effecting a business combination. The reporting period covers the interim period from inception on September 12, 2025, through September 30, 2025. As of the balance sheet date, the Company had not commenced operations and had no operating revenues. The Company is classified as an emerging growth company and a smaller reporting company.

Key Financial Metrics

The Company incurred $56,679 in general and administrative costs during the period. There were no revenues, margins, or operating cash flows generated during this pre-operational phase.

Material Changes and Subsequent Events

The most significant development occurred subsequent to the reporting period. On December 12, 2025, the Company consummated its Initial Public Offering (IPO) and a concurrent private placement:

• IPO Proceeds: Sold 34,500,000 Units (including full exercise of the 4,500,000 unit over-allotment) at $10.00 per unit, generating gross proceeds of $345,000,000.
• Private Placement: Sold 890,000 Private Placement Units to the Sponsor at $10.00 per unit, generating $8,900,000.
• Trust Account: $345,000,000 was deposited into the Trust Account.
• Transaction Costs: Total costs were $20,186,929, comprising $6,900,000 in cash underwriting fees, $12,075,000 in deferred underwriting fees, and $1,211,929 in other offering costs.
• Liquidity Post-IPO: As of December 12, 2025, the Company held $1,384,527 in cash outside the Trust Account and had a working capital of $931,057.
• Debt Repayment: The Company repaid the full outstanding balance of $300,000 on the related-party promissory note.

Outlook, Risks, and Management Commentary

Outlook: The Company intends to use substantially all funds in the Trust Account to complete an initial business combination. It has 24 months from the IPO closing (extendable to 27 months under certain conditions) to consummate a transaction. If no combination is completed, the Company will liquidate and distribute Trust Account funds to public shareholders.

Risks and Contingencies:

• Geopolitical Instability: The filing highlights risks associated with the Russia-Ukraine conflict, the Israel-Hamas conflict, and resulting sanctions, which could disrupt capital markets and supply chains.
• Tariffs and Trade Policy: The Company notes the impact of recent U.S. tariff policies, including a 25% tariff on imports from Canada and Mexico and a 10% baseline tariff on all U.S. imports, which could affect the global economy and potential target businesses.
• Going Concern: Prior to the IPO, the Company had a working capital deficit and relied on a promissory note from the Sponsor. Post-IPO, management believes it has sufficient funds to operate for at least one year.
• Warrant Liability: Public and Private Placement Warrants are exercisable at $11.50 per share. Public Warrants may be redeemed if the share price exceeds $18.00 for 20 trading days within a 30-day period.

Investor Verification Checklist

• IPO Closing Confirmation: Verify the final closing date and the full exercise of the over-allotment option on December 12, 2025.
• Trust Account Balance: Confirm the $345,000,000 deposit into the Trust Account and the identity of the trustee (Continental Stock Transfer & Trust Company).
• Deferred Underwriting Fees: Note the $12,075,000 deferred fee payable upon business combination completion.
• Sponsor Commitments: Review the Sponsor's indemnification obligations regarding third-party claims against the Trust Account and the waiver of redemption rights for Founder Shares.
• Combination Deadline: Monitor the 24-month deadline to complete a business combination to avoid mandatory liquidation.