Business Context and Reporting Period
Karbon Capital Partners Corp. is a Cayman Islands exempted company and a blank check entity (SPAC) formed to effect a business combination with one or more businesses, focusing on power generation, energy infrastructure, and energy technology sectors. The company is an emerging growth company and a shell company. This Form 10-Q covers the quarter ended March 31, 2026. The company consummated its Initial Public Offering (IPO) on December 12, 2025, and has not yet commenced any operations other than organizational activities and identifying a target.
Key Financial Metrics
| Metric | Value (Q1 2026) |
|---|---|
| Revenue | $0 (No operating revenue) |
| Net Income | $2,791,383 |
| Operating Expenses | $279,171 (General and administrative) |
| Interest Income (Trust Account) | $3,070,554 |
| Cash (Operating) | $697,733 |
| Marketable Securities (Trust Account) | $348,667,844 |
| Total Assets | $349,587,945 |
| Total Liabilities | $12,701,485 |
| Working Capital Surplus | $557,852 |
| Net Income Per Share (Class A & B) | $0.06 |
Material Changes vs. Prior Period
- Trust Account Growth: Marketable securities held in the Trust Account increased from $345,597,290 as of December 31, 2025, to $348,667,844 as of March 31, 2026, driven by $3,070,554 in interest income.
- Operating Cash Flow: The company reported a net cash used in operating activities of $136,428 for the quarter, primarily due to the non-cash nature of the interest income earned in the Trust Account.
- Accumulated Deficit: The accumulated deficit increased from $(11,503,165) to $(11,782,336) due to the accretion of Class A ordinary shares to their redemption value, which was offset by the net income for the period.
- Redemption Value: The redemption value per Class A ordinary share subject to possible redemption increased from $10.02 to $10.11.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The company must complete an initial business combination within 24 months of the IPO closing (December 12, 2025), or 27 months if a letter of intent is entered into within the first 24 months. Failure to do so will result in liquidation and redemption of public shares.
- Liquidity: Management believes current cash of $697,733 is sufficient to fund operations for at least one year. The company may seek working capital loans from the Sponsor or affiliates, up to $1,500,000 of which may be convertible into private placement units.
- Deferred Fees: The company has $12,075,000 in deferred underwriting fees and $325,000 in deferred legal fees payable upon the consummation of a business combination. These amounts are waived if the company liquidates.
- Risks: Risks include the inability to complete a business combination, market volatility, geopolitical instability, and the potential for warrants to expire worthless if no combination occurs. The company is subject to the risks associated with emerging growth companies.
Investor Verification Checklist
- Verify the status of the search for a target business and any potential letters of intent signed.
- Confirm the exact deadline for the business combination (24 or 27 months from December 12, 2025).
- Review the Sponsor's ability to fund working capital loans if operating cash is depleted.
- Monitor the redemption value per share ($10.11) and the total Trust Account balance ($348.7M) for any significant fluctuations.
- Check for any amendments to the charter that might affect shareholder redemption rights.