Share-Based Compensation |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Share-Based Payment Arrangement [Abstract] | |
| Share-Based Compensation | NOTE 5 — Share-Based Compensation On June 30, 2026, the Sponsor granted Class P Units of Karbon Capital Partners Core Holdings II, LLC, an affiliate of the Sponsor, to certain independent directors and a consultant in connection with services provided to the Company. The Company concluded that the awards are within the scope of ASC 718, “Compensation—Stock Compensation,” and are accounted for as equity-classified share-based payment awards. As the awards were granted by the Sponsor, the corresponding credit for share-based compensation recognized by the Company is reflected as a capital contribution within additional paid-in capital. The independent directors received an aggregate of 800,000 fully vested Class P Units on the grant date. The grant-date fair value of the Class P Units was approximately $1.67 per unit, resulting in an aggregate grant-date fair value of $1,337,856. Accordingly, the Company recognized $1,337,856 of share-based compensation expense during the three and six months ended June 30, 2026, with a corresponding increase to additional paid-in capital representing a capital contribution from the Sponsor. The fair value of the Class P Units was determined based on a third-party valuation. The significant assumptions used in determining the fair value included an underlying Class A ordinary share price of $10.12, an estimated Business Combination date of December 10, 2027, a remaining term of approximately 0.48 years, a risk-free interest rate of 3.65%, and an implied market adjustment of approximately 16.82%. Based on these assumptions, the estimated fair value of each Class P Unit was approximately $1.67. In addition, the Sponsor granted 431,250 Class P Units to a consultant. The consultant award is subject to both service-based and performance-based vesting conditions, including the completion of the Company’s initial Business Combination. As of June 30, 2026, no compensation cost related to the consultant award had been recognized because the applicable performance condition was not considered probable of being achieved. |