{"url_path":"/sec/kbonw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-12","source_url":"https://www.sec.gov/Archives/edgar/data/2088749/0001193125-26-219881-index.html","accession_number":"0001193125-26-219881","cik":"0002088749","ticker":"KBON","issuer_name":"Karbon Capital Partners Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2088749/0001193125-26-219881-index.html","primary_entity_key":"0002088749","primary_entity_name":"Karbon Capital Partners Corp."},"word_count":292,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\nUnregistered Sales of Equity Securities\n\nOn December 12, 2025, we consummated the Initial Public Offering of 34,500,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount of 4,500,000 units, at $10.00 per unit, generating gross proceeds of $345,000,000. The securities sold in the Initial Public Offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-290687). The SEC declared the registration statement effective on December 10, 2025. Citigroup Global Markets Inc. served as the sole book-running manager for the Initial Public Offering.\n\nSimultaneously with the closing of the Initial Public Offering, we consummated the sale of 890,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor, generating gross proceeds of $8,900,000. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.\n\nUse of Proceeds\n\nFollowing the closing of our Initial Public Offering on December 12, 2025, a total of $345,000,000 (which amount includes $12,075,000 of the deferred underwriting commission) was placed in a U.S.-based Trust Account. The remaining proceeds from the Initial Public Offering and the private placement are held outside the Trust Account, in the Company’s cash operating account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.\n\nTransaction costs amounted to $20,186,929, consisting of $6,900,000 of cash underwriting fee, $12,075,000 of deferred underwriting fee, and $1,211,929 of other offering costs.\n\nFor a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report."}