Karbon Capital Partners Corp-A美股招股说明书(2025-12-12版)

Karbon Capital Partners Corp. 30,000,000 Units Karbon Capital Partners Corp. is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting amerger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf,initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business orindustry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary share and one-fourth of oneredeemable warrant. Each whole warrant entitles the holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment asdescribed herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The publicwarrants will become exercisable 30 days after the completion of our initial business combination, provided that we have an effective registration statement on Form S-1under the Securities Act covering the ClassA ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available, and will expirefive years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-dayoption from the date of this prospectus to purchase up to an additional 4,500,000 public units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination,all or a portion of their ClassA ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, upon the completionof our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of twobusiness days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which interest shall be net oftaxes payable) and not previously released to us pursuant to permitted withdrawals, divided by the number of then outstanding public shares, subject to the limitationsand on the conditions described herein. Any public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is actingin concert or as a “group” (as defined under Section13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15%of the shares sold in this offering without our prior consent. Our units have been approved for listing on The Nasdaq Global Market, or Nasdaq, under the symbol “KBONU,” on or promptly after the date of this prospectus.We expect the ClassA ordinary shares and warrants comprising the units to begin separate trading on the 52ndday following the date of this prospectus unless CitigroupGlobal Markets Inc. (“Citigroup”), as the representative of the underwriters, informs us of their decision to allow earlier separate trading, subject to our satisfaction ofcertain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the ClassA ordinary shares and warrantswill be listed on Nasdaq under the symbols “KBON” and “KBONW,” respectively. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securitieslaws and will be subject to reduced public company Table of Contents reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page64 for a discussion of information that should be considered in connection with an investment in our securities.Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities. Public offering price:Underwriting discounts and commissions(1): (1)Includes $0.20 per unit sold in the offering, or $6,000,000 in the aggregate (or $6,900,000 if the overallotment option is exercised in full), payable to theunderwriters upon the closing of this offering; also includes $0.35 per unit sold in the offering, or $10,500,000 in the aggregate (or $12,075,000 if theoverallotment option is exercised in full), payable to the underwriters in this offering for deferred underwriting commissions to b