Karbon Capital Partners Corp. Liquidation Value

Karbon Capital Partners Corp. (KBON) is a Cayman Islands-incorporated blank check company (SPAC) that completed its IPO on December 12, 2025, raising $345.0M gross from 34.5M public units at $10.00 per unit, with full over-allotment exercise. Simultaneously, the Sponsor purchased 890,000 private placement units for $8.9M. As of December 31, 2025, $345.6M (including $597K of interest earned) is held in a grantor trust invested in U.S. Treasury money market funds. The period covered is inception (September 12, 2025) through December 31, 2025, so this is the inaugural annual filing with no prior annual period for comparison; the prior filing body provided is the 10-Q for the period through September 30, 2025, at which point no IPO had yet closed.

Under a liquidation lens, the recovery posture for equity is deeply negative. Total assets per XBRL are $346.7M, of which $345.6M sits inside the Trust Account. Trust assets are restricted: they are legally available only to Public Shareholders upon redemption or failed-combination wind-down, not to general equity holders. Under the SPAC structure, if the company liquidates without completing a Business Combination, Trust proceeds revert to public shareholders (34.5M shares) pro rata at approximately $10.02/share per current redemption price. Founder shares (8.625M Class B) and private placement shares (890K Class A) held by the Sponsor receive zero from the Trust on liquidation per the waiver agreements. The deferred underwriting fee of $12.075M and deferred legal fee of $325K are obligations payable only upon Business Combination consummation; on a failed-combination liquidation, the underwriters have agreed to waive the deferred fee, so those liabilities would extinguish. However, under a strict face-value liquidation lens applied here, total reported liabilities are $12.6M against permanent equity of negative $11.5M. Outside-Trust assets (cash $834.5K, prepaid insurance $170.5K, other prepaid $23.4K, noncurrent prepaid $82.7K) total approximately $1.1M with standard haircuts applied, yielding recovery of roughly $1.0M—fully absorbed by current liabilities of $205.6K, leaving a thin positive buffer for outside-trust creditors. Permanent equity is negative $11.5M due to the ASC 480 accretion of $24.2M charged against APIC and accumulated deficit to mark the redeemable shares to $345.6M redemption value. The MFFAIS CLV/LLV/OLV of $1.46M approximates the outside-Trust net asset position, which is consistent. No goodwill, PP&E, or inventory exists. The sole material intangible exposure is the contingent deferred underwriting obligation ($12.075M) and deferred legal fee ($325K), both non-current liabilities on the balance sheet; on a true SPAC liquidation these would waive, but under the face-value liability lens they suppress any recovery to permanent equity holders to deeply negative. Working capital surplus outside Trust is $815K.