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As filed with the Securities and Exchange Commission on February 10, 2026
Registration No. 333-293111
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
FORM S-1 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KARBON-X CORP. |
(Exact Name of Registrant as Specified in its Charter) |
Nevada | | 87-2882342 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
6575 West Loop South, Suite 500
Bellaire, TX 77401
(Address of principal executive offices) (Zip code)
Chad Clovis
Karbon-X Corp.
6575 West Loop South, Suite 500
Bellaire, TX 77401
(Name and address of agent for service) (844) 462-3637
(Telephone number, including area code, of agent for service)
Copies to:
M. Richard Cutler
6575 West Loop South, Suite 500
Bellaire, TX 77401
(713) 888-0040
EXPLANATORY NOTE: This Amendment to the Registration Statement on Form S-1 originally filed on February 2, 2026 is being filed solely for the purpose of additional language in an updated Exhibit 5.2 which is the auditors consent from Fruci & Associates II, PLLC
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed with this Registration Statement:
Exhibit No. | | Description |
3.1 | | Articles of lncorporation of Cocoluv, Inc. dated September 13, 2017 (incorporated by reference to Exhibit 3.1 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
3.2 | | Articles of Amendment of Cocoluv, Inc. April 22, 2022 (incorporated by reference to Exhibit 3.2 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
3.3 | | Bylaws (incorporated by reference to Exhibit 3.3 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
5.1 | | Opinion of Cutler Law Group, P.C.. (incorporated by reference to Exhibit 5.1 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
5.2* | | Consent of independent registered public accounting firm Fruci & Associates II, PLLC |
5.3 | | Consent of Cutler Law Group, P.C. (included in Exhibit 5.1). |
10.1 | | Reorganization Agreement among Karbon-X Corp., Karbon-X Project and Reymund Guillermo dated as of February 21, 2022. (incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022) (incorporated by reference to Exhibit 10.1 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.2 | | Employment Agreement dated February 17, 2022 between the Company and Chad Clovis (incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022) (incorporated by reference to Exhibit 10.2 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.3 | | Employment Agreement dated February 17, 2022 between the Company and Marita Dautel (incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022) (incorporated by reference to Exhibit 10.3 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.4 | | Commercial Lease Agreement dated May 6, 2022 between the Company and 459063 Ltd. (incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022) (incorporated by reference to Exhibit 10.4 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.5 | | Karbon-X Corp. 2024 Employees, Officers’, Directors’ and Consultants’ Stock Option Plan, as amended (incorporated by reference to Exhibit 10.5 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.6 | | Joint Venture Agreement dated November 15, 2022 among Karbon-X Project, Silviculture Systems Corp. and 4EverForest Foundation. (incorporated by reference to Exhibit 10.5 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.7 | | Joint Venture Partnership Agreement dated August 2023, among Karbon-X Corp., Metis Settlements Development Corporation, and Asokan Generational Developments Ltd., (incorporated by reference to Exhibit 10.7 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.8 | | Acquisition Agreement dated May 31, 2023 among Karbon-X Project, Silviculture Systems Corp. and 4EverForest Foundation. (incorporated by reference to Exhibit 10.8 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.9 | | Carbon Credit Purchase Agreement effective as of October 14, 2024 between Karbon-X Corp. and Devvstream Holdings, Inc. (incorporated by reference to Exhibit 10.9 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.10 | | Asset Purchase Agreement between Karbon-X Corp. and Allcot AG dated as of May 14, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s filing on Form 8-K filed with the Securities and exchange Commission on June 30, 2025. (incorporated by reference to Exhibit 10.10 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
10.11 | | Securities Purchase Agreement dated as of September 30, 2025 between the Company and Labrys Fund II, L.P. (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.12 | | Promissory Note dated September 30, 2025 between the Company and Labrys Fund II, L.P. (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.13 | | Securities Purchase Agreement dated as of October 31, 2025 between the Company and Firstfire Global Opportunities Fund, LLC.. (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.14 | | Promissory Note dated October 31, 2025 between the Company and Firstfire Global Opportunities Fund, LLC. (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.15 | | Securities Purchase Agreement dated as of October 30, 2025 between the Company and Jefferson Street Capital, LLC.. (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.16 | | Promissory Note dated October 30, 2025 between the Company and Jefferson Street Capital, LLC. (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.17 | | Note Purchase Agreement dated as of November 24, 2025 between the Company and Debtfund L.P. (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.18 | | Promissory Note dated November 24, 2025 between the Company and Debtfund L.P. (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.19 | | Securities Purchase Agreement dated as of January 8, 2026 between the Company and Mast Hill Fund L.P. (incorporated by reference to Exhibit 10,19 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.20 | | Promissory Note dated as of January 8, 2026 between the Company and Mast Hill Fund L.P.. (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.21 | | Maintenance Agreement dated as of January 8, 2026 between the Company and Mast Hill Fund L.P. (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
10.22 | | Promissory Note issued in connection with the Maintenance Agreement dated as of January 8, 2026 between the Company and Mast Hill Fund L.P.. (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement filing on Form S-1 on February 2, 2026). |
21.1 | | List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s annual report filing on Form 10-K filed with the Securities and Exchange Commission on September 15, 2025). |
101.INS* | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH* | | Inline XBRL Taxonomy Extension Schema Document. |
101.CA* | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* | | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
107 | | Filing Fee Table |
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellaire, State of Texas, on the 10th day of February 2026.
| Karbon-X Corp. | |
| | |
Date: February 10, 2026 | By: | /s/ Chad Clovis | |
| Chad Clovis | |
| Chief Executive Officer | |
In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | | Title | | Date |
| | | | |
/s/ Chad Clovis | | Chief Executive Officer and Director | | February 10, 2026 |
Chad Clovis | | |
| | | | |
/s/ Adriana Ebell | | Acting Chief Financial Officer | | February 10, 2026 |
Adriana Ebell | | | | |
| | | | |
/s/ Brett Hull | | Director | | February 10, 2026 |
Brett Hull | | | | |
| | | | |
/s/ Justin Bourque | | Director | | February 10, 2026 |
Justin Bourque | | | | |
EXHIBIT 5.2
CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement to Form S-1, (File No. yet to be assigned) of our audit report dated September 15, 2025, with respect to the consolidated balance sheets of Karbon-X Corp. (the “Company”) as of May 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows and the related notes (collectively referred to as the financial statements) for each of the two years in the period ended May 31, 2025. We hereby consent to the inclusion of this opinion as an exhibit the Registration Statement on Form S-1 as amended on February 9, 2026 and to the references to our firm under the caption “Experts” in the Registration Statement.
Our report relating to those financial statements includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern.
Fruci & Associates II, PLLC – PCAOB ID #05525
Spokane, Washington
February 10, 2026
