Financial Position - Total assets as of September 30, 2025, amounted to $676,031[11] - Current liabilities totaled $707,710, with accrued offering costs of $651,031[11] - As of September 30, 2025, the Company had no cash and a working capital deficit of $682,710[41] - Following the IPO, the Company had cash of $1,384,527 and working capital of $931,057[42] - A total of $345,000,000 was placed in the Trust Account following the Initial Public Offering and private placement[110] Initial Public Offering (IPO) - The company completed its Initial Public Offering on December 12, 2025, raising gross proceeds of $345,000,000 from the sale of 34,500,000 units at $10.00 per unit[24] - The Company sold 34,500,000 Units in its Initial Public Offering at a price of $10.00 per Unit, including the full exercise of the over-allotment option of 4,500,000 Units[65] - The company also sold 890,000 Private Placement Units at $10.00 per Unit, generating gross proceeds of $8,900,000[42] - Transaction costs related to the Initial Public Offering amounted to $20,186,929, including a cash underwriting fee of $6,900,000[26] - The underwriters received an underwriting discount of $0.20 per Public Share, totaling $6,900,000, and an additional deferred commission of $12,075,000[74] Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial Business Combination[23] - The Company does not believe it will need to raise additional funds to meet operating expenditures prior to the initial Business Combination[44] - The company has not engaged in any operations or generated revenues to date, focusing instead on organizational activities and preparing for the Initial Public Offering[106] - The company expects to incur significant costs in pursuing acquisition plans, with no assurance of successful Business Combinations[105] Business Combination - The trust account holds $345,000,000 from the net proceeds of the Initial Public Offering, which will be used for a Business Combination[28] - The company must complete a Business Combination with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[27] - The company has a Combination Period of 24 months to complete a Business Combination, extendable to 27 months under certain conditions[33] - The Company intends to use funds in the Trust Account to complete the Business Combination and for working capital to finance operations of the target business[112] Financial Performance - The net loss for the period from September 12, 2025, to September 30, 2025, was $56,679, resulting in a basic and diluted net loss per Class B ordinary share of $0.01[15] - As of September 30, 2025, the company reported a net loss of $56,679, primarily due to general and administrative costs[107] - The net loss per Class B ordinary share for the period from September 12, 2025, through September 30, 2025, was calculated based on the weighted average number of Class B ordinary shares outstanding[59] Shareholder Information - As of September 30, 2025, the Company had 8,625,000 Class B ordinary shares issued and outstanding, with up to 1,125,000 shares subject to forfeiture if the over-allotment option was not fully exercised[82] - The Company is authorized to issue 500,000,000 Class A ordinary shares, with none issued or outstanding as of September 30, 2025[81] - The Sponsor purchased 890,000 Private Placement Units for a total of $8,900,000 at $10.00 per Unit, which are identical to the Units sold in the Initial Public Offering[68] Loans and Financing - The Sponsor has agreed to provide Working Capital Loans up to $1,500,000, which may be converted into Private Placement Units at $10.00 per unit upon completion of a Business Combination[43] - The Sponsor agreed to loan the Company up to $300,000 for Initial Public Offering expenses, with $28,020 outstanding as of September 30, 2025[69] - The Company has no outstanding borrowings under Working Capital Loans as of September 30, 2025[71] - The Company does not expect to need additional funds for operating expenditures but may require financing for the Business Combination or share redemptions[115] Regulatory and Compliance - The Company is classified as an "emerging growth company" and is exempt from certain reporting requirements under the JOBS Act[45] - The Company accounted for Public Warrants and Placement Warrants as liabilities under FASB ASC Topic 815, as they do not meet the criteria for equity treatment[62] - There were no off-balance sheet arrangements as of September 30, 2025[116] Market and Economic Factors - Geopolitical tensions and tariffs may adversely affect the Company's search for an initial Business Combination and related target businesses[79] - The company is currently evaluating the impact of the One Big Beautiful Bill Act, but no significant impact on financial statements is expected[77]
Karbon Capital Partners(KBONU) - 2025 Q3 - Quarterly Report