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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Karbon Capital Partners Corp. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G5225W100 (CUSIP Numbers) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| CUSIP Number(s): | G5225W100 |
| 1 |
Names of Reporting Persons
Fort Baker Capital Management LP |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☒ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
1,499,756.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,499,756.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,499,756.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
5.9 % |
| 12 |
Type of Reporting Person (See Instructions)
IA |
| CUSIP Number(s): | G5225W100 |
| 1 |
Names of Reporting Persons
Steven Patrick Pigott |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☒ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
UNITED STATES
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
1,499,756.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,499,756.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,499,756.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
5.9 % |
| 12 |
Type of Reporting Person (See Instructions)
IN |
| CUSIP Number(s): | G5225W100 |
| 1 |
Names of Reporting Persons
Fort Baker Capital, LLC |
| 2 |
Check the appropriate box if a member of a Group (see instructions)
☐ (a) ☒ (b) |
| 3 | SEC Use Only |
| 4 |
Citizenship or Place of Organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
0.00 6
Shared Voting Power:
1,499,756.00 7
Sole Dispositive Power:
0.00 8
Shared Dispositive Power:
1,499,756.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,499,756.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
5.9 % |
| 12 |
Type of Reporting Person (See Instructions)
HC |
| Item 1. | ||
| (a) |
Name of issuer:
Karbon Capital Partners Corp. | |
| (b) |
Address of issuer's principal executive offices:
321 Biden Street, 12th Floor, Scranton, PENNSYLVANIA, 18505. | |
| Item 2. | ||
| (a) |
Name of person filing:
Fort Baker Capital Management LP
Steven Patrick Pigott
Fort Baker Capital, LLC | |
| (b) |
Address or principal business office or, if none, residence:
The principal business address of each reporting person is 700 Larkspur Landing Circle, Suite 275, Larkspur, CA 94939. | |
| (c) |
Citizenship:
Fort Baker Capital Management LP: Delaware Limited Partnership
Steven Patrick Pigott: Citizen of the United States
Fort Baker Capital, LLC: Delaware Limited Liability Company | |
| (d) |
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) |
CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ☒ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | ☒ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
Reference is hereby made to Items 5-9 of this Schedule, which Items are incorporated by reference herein.
Fort Baker Capital Management LP directly holds 1,499,756 Class A ordinary shares. Steven Patrick Pigott acts as Limited Partner/Chief Investment Officer for Fort Baker Capital Management LP. Fort Baker Capital, LLC acts as General Partner for Fort Baker Capital Management LP.
The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein.
The calculation of percentage of beneficial ownership in Item 11 was derived from the Issuer's annual report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2026, in which the Issuer stated that the number of Class A ordinary shares outstanding was 25,622,035 as of March 19, 2026. | |
| (b) |
Percent of class:
Fort Baker Capital Management LP: 5.9%
Steven Patrick Pigott: 5.9%
Fort Baker Capital, LLC: 5.9% | |
| (c) |
Number of shares as to which the person has:
| |
|
(i) Sole power to vote or to direct the vote:
Fort Baker Capital Management LP: 0
Steven Patrick Pigott: 0
Fort Baker Capital, LLC: 0 | ||
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(ii) Shared power to vote or to direct the vote:
Fort Baker Capital Management LP: 1,499,756
Steven Patrick Pigott: 1,499,756
Fort Baker Capital, LLC: 1,499,756 | ||
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(iii) Sole power to dispose or to direct the disposition of:
Fort Baker Capital Management LP: 0
Steven Patrick Pigott: 0
Fort Baker Capital, LLC: 0 | ||
|
(iv) Shared power to dispose or to direct the disposition of:
Fort Baker Capital Management LP: 1,499,756
Steven Patrick Pigott: 1,499,756
Fort Baker Capital, LLC: 1,499,756 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Fort Baker Capital Management LP |
| Signature: | /s/ Steven Patrick Pigott | |
| Name/Title: | Steven Patrick Pigott, Chief Investment Officer | |
| Date: | 05/15/2026 |
Steven Patrick Pigott |
| Signature: | /s/ Steven Patrick Pigott | |
| Name/Title: | Steven Patrick Pigott | |
| Date: | 05/15/2026 |
Fort Baker Capital, LLC |
| Signature: | /s/ Steven Patrick Pigott | |
| Name/Title: | Steven Patrick Pigott, Chief Investment Officer | |
| Date: | 05/15/2026 |