Karbon Capital Partners Core Holdings, LLC 4

What Happened

• Karbon Capital Partners Core Holdings, LLC (identified as a 10% owner) reported a disposition on 2026-06-30 of 8,625,000 Class B Ordinary Shares via transaction code "J" (other acquisition/disposition). The filing shows the shares were transferred to an affiliate (Karbon Capital Partners Core Holdings II, LLC) at fair market value per the filing footnote. No per-share price or total dollar value is disclosed in the Form 4. These Class B shares are convertible into Class A Ordinary Shares on a one-for-one basis upon or before the issuer’s initial business combination.

Key Details

• Transaction date: 2026-06-30 (reported on Form 4 filed 2026-07-24).
• Transaction type/code: Disposition (other) — Code J; derivative (convertible Class B shares).
• Shares moved: 8,625,000 Class B Ordinary Shares.
• Price/value: Not stated (file shows transfer at fair market value to an affiliate).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1 — Class B converts 1-for-1 into Class A upon or before initial business combination; F2 — Reporting person transferred all its Class B shares to an affiliate (Core Holdings II) at fair market value.
• Timeliness: The Form 4 was filed ~24 days after the transaction date, which is later than the typical 2-business-day filing requirement for Form 4s.

Context

• This was an inter-affiliate transfer of convertible (derivative) shares, not an open-market sale by an executive. Transfers between related entities are common for organizational, tax, or investment-structure reasons and do not necessarily signal insider sentiment about the company’s prospects. The late filing reduces immediacy of disclosure but does not by itself indicate a trading view.