Karbon-X Corp 10-Q for FY2027 Q1
Karbon-X Corp. (KARX)
About this 10-Q
Karbon-X Corp filed this 10-Q on October 20, 2026, covering the quarter ended August 31, 2026 (FY2027 Q1).
Karbon-X Corp. reported revenue of $343,967 and net loss of $3,955,038 for the three months ended August 31, 2026. Cash was $335,445 and negative working capital was $(7,297,897), raising substantial doubt about going concern. AI summary
Headline figures
Quarter ended August 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $343.97K
- down 99.0% from $35.66M a year earlier
- Net loss
- $3.96M
- compared with a net loss of $2.6M a year earlier
- Diluted EPS
- -$0.04
- compared with -$0.03 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of October 15, 2026, there were
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of August 31, 2026 (Unaudited) and May 31, 2026 |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
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| Table of Contents |
KARBON-X CORP.
Condensed Consolidated Balance Sheets
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| August 31, 2026 |
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ASSETS |
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Current assets |
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Cash and cash equivalents |
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Accounts receivable, net |
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Inventories, net |
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Loan receivable, net of allowance of $ |
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Convertible note receivable – related party (Note 21) |
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Prepaid expenses |
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Investments in equity securities |
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Securities receivable |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Right of use asset, net |
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Contract fulfillment assets |
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Other assets |
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Internally developed software, net |
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Intangible assets, net |
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Total assets |
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LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) |
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Current liabilities |
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Accounts payable |
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Deferred revenue |
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Convertible notes payable, net of discounts |
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Convertible notes – interest payable |
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Derivative liabilities |
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Current portion of lease liabilities |
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Receivables financing obligations |
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Term loan payable |
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Other current liabilities |
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Total current liabilities |
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Long-term debt |
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Non-current portion of lease liabilities |
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Convertible notes payable, non-current |
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Total liabilities |
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Commitments and contingencies (Note 23) |
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Shareholders’ equity (deficit) |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Accumulated other comprehensive gain (loss) |
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Total shareholders’ equity (deficit) |
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Total liabilities and shareholders’ equity (deficit) |
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See notes to condensed consolidated financial statements.
| F-1 |
| Table of Contents |
KARBON-X CORP.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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| August 31, 2026 |
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Operations |
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Total revenue |
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Cost of revenue |
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Gross profit |
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Marketing expenses |
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Salaries and wages |
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Professional fees |
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Provision for credit losses |
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Other operating expenses |
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Total operating expenses |
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Loss from operations |
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Interest income (expense) |
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Gain (loss) on investment |
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Gain (loss) on change in fair value of derivative liabilities |
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Other income (expenses) |
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Net loss before income taxes |
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Federal income tax expense |
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Net loss |
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Foreign currency translation gain (loss) |
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Total comprehensive loss |
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Loss per share |
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Weighted average basic and diluted shares outstanding |
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Basic and diluted loss per share |
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See notes to condensed consolidated financial statements.
| F-2 |
| Table of Contents |
KARBON-X CORP.
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)
For the Three Months Ended August 31, 2026 and 2025
(Unaudited)
Three Months Ended August 31, 2025 | ||||||||||||||||||||||||
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| Shares |
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| capital |
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| deficit |
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| equity (deficit) |
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Balance at May 31, 2025 |
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Issuance of shares as compensation |
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Issuance of shares upon conversion of notes payable and accrued interest |
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Option compensation expense |
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Net loss |
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Foreign currency translation |
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Balance at August 31, 2025 |
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Three Months Ended August 31, 2026 | ||||||||||||||||||||||||
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Balance at May 31, 2026 |
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Shares issued for cash |
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Issuance of shares as compensation |
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Issuance of commitment shares |
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Issuance of shares upon conversion of notes payable and accrued interest |
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Option compensation expense |
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Correction of a prior-year note conversion (Note 14) |
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Reclassification of warrants to derivative liabilities (Note 15) |
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Net loss |
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Foreign currency translation |
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Balance at August 31, 2026 |
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See notes to condensed consolidated financial statements.
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| Table of Contents |
KARBON-X CORP.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Cash flows from operating activities |
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Net loss |
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Adjustments to reconcile net loss to net cash: |
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Depreciation and amortization |
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Amortization of right of use asset |
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Amortization of debt discount |
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(Gain) loss on change in fair value of derivative liabilities |
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Accrued interest income on loan and note receivables |
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Provision for credit losses |
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Equity-based compensation expense |
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Costs incurred on contract fulfillment assets |
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Operating lease payments |
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Unrealized loss on equity securities and the related securities receivable, net |
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Interest settled by application of prepaid interest |
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Finance charges on receivables financing obligations |
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Unrealized foreign exchange loss on loans |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
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Prepaid expenses |
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Other current assets |
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Accounts payable |
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Deferred revenue |
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Accrued interest payable |
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Other current liabilities |
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Other assets, net |
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Cash used in operating activities |
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Cash flows from investing activities | ||||||||
Acquisition of property and equipment |
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Capitalized app development costs |
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Acquisition of project pipeline |
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Cash provided by (used in) investing activities |
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Cash flows from financing activities |
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Proceeds from convertible notes payable |
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Payments on convertible notes payable |
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Proceeds from term loan |
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Repayments of term loan |
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Proceeds from (repayments of) receivables financing obligations, net |
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Proceeds from short-term advance (included in other current liabilities) |
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Proceeds from related party loan |
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Proceeds from sale of common stock |
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Cash provided by financing activities |
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Effect of translation changes on cash |
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Change in cash and cash equivalents |
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Cash, beginning of period |
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Cash, end of period |
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Non-cash investing and financing activities |
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Conversion of notes payable and accrued interest to common stock |
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Debt discount recognized at issuance – embedded derivative liabilities |
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Shares issued in connection with note financings |
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Settlement of securities receivable in equity securities |
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Receivable and deferred rent converted into a convertible note receivable |
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Correction of a prior-year note conversion (Note 14) |
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Reclassification of warrants from equity to derivative liabilities (Note 15) |
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Maintenance fees earned and settled against convertible notes payable and accrued interest |
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Supplemental disclosures |
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Cash paid for interest |
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Cash paid for income taxes |
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See notes to condensed consolidated financial statements.
| F-4 |
| Table of Contents |
KARBON-X CORP.
Notes to the Condensed Consolidated Financial Statements
August 31, 2026
(Unaudited)
Note 1 – Basis of Presentation and Significant Accounting Policies
Karbon-X Corp. was incorporated in the State of Nevada under the name Cocoluv, Inc. on September 13, 2017 and established a fiscal year end of May 31. On February 21, 2022, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Karbon-X Project Inc. (“Karbon-X”), and Karbon-X became the wholly owned subsidiary of the Company in a reverse merger (the “Reverse Acquisition”), which was accounted for as a recapitalization effected by a share exchange with Karbon-X as the accounting acquirer. As part of the Reverse Acquisition, on April 14, 2022 the Company changed its name to Karbon-X Corp.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended August 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2027. The condensed consolidated balance sheet at May 31, 2026 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by US GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026, filed with the Securities and Exchange Commission on September 15, 2026 (the “2026 Form 10-K”).
The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Karbon-X Project, Inc. (Canada), Karbon-X USA Corp. (Nevada), Karbon-X Trading Limited (Cyprus), Allcot Limited (Ireland), Karbon-X Iberia SL (Spain) and Allcot X Colombia S.A.S. (Colombia). All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements are presented in United States dollars.
Going Concern
The Company has generated significant revenue from its business operations but has incurred an accumulated deficit of $29,535,418 since inception. At August 31, 2026 the Company had negative working capital of $(7,297,897) and cash of $335,445. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The Company intends to continue to fund its business by way of private placements, note issuances and other financing arrangements as may be required, including the financings completed after the quarter end described in Note 24. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.
Use of Estimates and Assumptions
Preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant estimates include the inputs used to value embedded derivatives, warrants and options, the expected credit losses on the loan receivable, the variable consideration under the Maintenance Agreement, the useful lives of long-lived assets and the realizability of deferred tax assets. Accordingly, actual results could differ from those estimates.
| F-5 |
| Table of Contents |
Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies from those described in Note 1 to the consolidated financial statements included in the 2026 Form 10-K, other than the adoption of the accounting standards described under Recently Issued Accounting Standards below. The policies applied to carbon credit inventory (accounted for by analogy to ASC 330 in the absence of then-effective authoritative guidance specific to environmental credits), receivables financing arrangements (secured borrowings under ASC 860, carried at net proceeds and accreted under ASC 835-30), costs to fulfill a contract (ASC 340-40), the acquired project pipeline (ASC 350-30), capitalized application development costs (ASC 350-40), the loan receivable (ASC 310-10 and ASC 326-20), consideration payable to a customer (ASC 606-10-32-25) and compensated absences (ASC 710) are unchanged.
Fair Value of Financial Instruments
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:
| · | Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; |
| · | Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and |
| · | Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
Other than the derivative liabilities presented below, the carrying amount of the Company’s financial assets and liabilities approximate their fair values. The securities receivable carried at May 31, 2026 was settled in shares of DevvStream Holdings Inc. (“DEVS”) during the quarter (Note 16) and no securities receivable remains at August 31, 2026.
The Company measures certain financial instruments at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement. The conversion features embedded in certain of the Company’s convertible promissory notes require bifurcation and measurement at fair value as derivative liabilities under ASC 815-15. The valuation techniques applied at August 31, 2026 are those applied in the audited consolidated financial statements at May 31, 2026, with only the inputs updated to the measurement date: a conversion feature whose conversion price floats and whose 4.99% beneficial ownership limitation binds at the measurement date is measured by a path-dependent Monte Carlo simulation, and every other conversion feature is measured by a Cox-Ross-Rubinstein binomial lattice. At August 31, 2026 the beneficial ownership limitation binds only on the note issued under the Maintenance Agreement (Note 7), which is therefore measured by simulation; the Master Note tranches and the five notes issued during the quarter (Note 11) convert in full within the limitation and are measured on the lattice. The six-month conversion lockout and, for one note, the $0.15 minimum market price in the notes issued during the quarter are instrument terms entered as inputs and do not alter the technique. There was no change in valuation technique during the three months ended August 31, 2026.
The models incorporate significant unobservable inputs, including expected stock price volatility, risk-free interest rates, estimated time to maturity, the conversion price at the measurement date and, for the simulation, the assumed rate at which the holder can dispose of conversion shares. Because these inputs are unobservable and require significant management judgment, the Company has classified the derivative liabilities as Level 3 in the fair value hierarchy. The derivative liabilities also include the common stock purchase warrants described in Note 15, measured using the Black-Scholes model with the same volatility and risk-free inputs; because the exercise price is $0.001 per share, their fair value approximates the market value of the underlying shares. The significant inputs at August 31, 2026 were: expected volatility of 59.15% to 65.8%, determined from a basket of guideline companies term-matched to the remaining life of each note because trading in the Company’s common stock is limited and sporadic; risk-free interest rates of 3.94% to 4.16% (United States Treasury constant maturity yields term-matched to the remaining life of each note); conversion prices at the measurement date of $0.07806 to $0.12121 per share, determined from the contractual formula of each note (for the notes whose conversion price is set by reference to the lowest trading price of the common stock, the lowest intraday trading price over the contractual look-back period); shares outstanding of 98,707,757 per the share count used in the valuation models; and, for the simulation, a disposal rate of 27,550 shares per trading day, being the median daily trading volume of the Company’s common stock over the term of the note to the measurement date (May 31, 2026: 15,000 shares per day, measured on the same basis). The simulation measured the derivative embedded in the note issued under the Maintenance Agreement at $224,580 at August 31, 2026; the measurement is sensitive to the disposal rate, which produces a value of approximately $187,340 at 15,000 shares per day and $246,503 at 35,000 shares per day, and approximately $706,628 if the beneficial ownership limitation were treated as a timing constraint only.
| F-6 |
| Table of Contents |
The following table summarizes the fair value hierarchy of the Company’s financial assets and financial liabilities measured at fair value on a recurring basis as of August 31, 2026 and May 31, 2026:
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
August 31, 2026 |
| |||||||||||||||
Investments in equity securities Level 1 |
|
| 710,168 |
|
|
| - |
|
|
| - |
|
|
| 710,168 |
|
Derivative liabilities – convertible note conversion features |
|
| - |
|
|
| - |
|
|
| 1,072,942 |
|
|
| 1,072,942 |
|
Derivative liabilities – warrants (Note 15) |
|
| - |
|
|
| - |
|
|
| 75,025 |
|
|
| 75,025 |
|
May 31, 2026 | ||||||||||||||||
Investments in equity securities |
|
| 22,663 |
|
|
| - |
|
|
| - |
|
|
| 22,663 |
|
Derivative liabilities – convertible note conversion features |
|
| - |
|
|
| - |
|
|
| 731,168 |
|
|
| 731,168 |
|
The following table summarizes the changes in Level 3 derivative liabilities measured at fair value on a recurring basis for the three months ended August 31, 2026 and the year ended May 31, 2026.
|
| Three months ended August 31, 2026 |
|
| Year ended May 31, 2026 |
| ||
Balance at beginning of period |
| $ | 731,168 |
|
| $ | 168,358 |
|
Recognized on issuance of convertible notes |
|
| 612,901 |
|
|
| 1,443,150 |
|
Released to equity on conversion |
|
| (144,708 | ) |
|
| (23,951 | ) |
Reclassification of warrants from equity (Note 15) |
|
| 200,225 |
|
|
| - |
|
Change in fair value recognized in earnings |
|
| (251,619 | ) |
|
| (856,389 | ) |
Balance at end of period |
| $ | 1,147,967 |
|
| $ | 731,168 |
|
The gain of $207,733 presented in the condensed consolidated statement of operations for the three months ended August 31, 2026 comprises the $251,619 change in fair value shown above (including the $125,200 decrease in the fair value of the warrants from their issuance-date fair value of $200,225, reclassified from equity during the quarter as described in Note 15), net of $43,886 recognized on the initial measurement of the derivatives embedded in two of the notes issued during the quarter, for which the fair value of the conversion feature at issuance exceeded the proceeds remaining after original issue discount and issuance costs (Note 11). Of the $612,901 recognized on issuance, $569,014 was recorded as a debt discount. On each conversion during the quarter the embedded derivative was remeasured to fair value at the conversion date, with the change recognized in earnings, and the fair value attributable to the principal converted was reclassified to additional paid-in capital. At August 31, 2026 the derivative liabilities comprised $224,580 for the note issued under the Maintenance Agreement, $23,644 and $168,712 for Master Note Tranches 1 and 2, $656,006 in aggregate for the five notes issued during the quarter (Note 11) and $75,025 for the warrants (Note 15).
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, as described in Note 1 to the 2026 Form 10-K. Revenue for the three months ended August 31, 2026 consisted substantially of carbon credit sales, subscription revenue from the mobile application and consulting and service revenue; the Company acted as principal for substantially all of its revenue. Consideration payable to a customer under the Maintenance Agreement is recognized as a reduction of the transaction price (Note 7). Technical advisory engagements whose deliverables are accepted by the customer on completion represent a single performance obligation that is satisfied at a point in time on delivery and acceptance of the deliverables; amounts invoiced in advance of delivery are recorded as contract liabilities within deferred revenue (Note 9). The following table disaggregates revenue by the jurisdiction of the contracting subsidiary:
|
| Three months ended August 31, 2026 |
|
| Three months ended August 31, 2025 |
| ||
United States |
| $ | 5,313 |
|
| $ | [ ] |
|
Canada |
|
| 336,294 |
|
| [ ] |
| |
Cyprus |
|
| - |
|
| [ ] |
| |
Ireland |
|
| - |
|
| [ ] |
| |
Colombia |
|
| 2,360 |
|
| [ ] |
| |
Spain |
|
| - |
|
| [ ] |
| |
Total revenue |
| $ | 343,967 |
|
| $ | 35,658,933 |
|
| F-7 |
| Table of Contents |
Revenue above is disaggregated by the jurisdiction of the contracting subsidiary, which is not necessarily the location of the customer.
Foreign Currency Translation
The reporting currency of the Company is the United States dollar. The functional currency of each entity is the currency of the primary economic environment in which it operates: the Canadian dollar for Karbon-X Project, Inc.; the United States dollar for Karbon-X Corp., Karbon-X USA Corp. and Allcot Limited; the euro for Karbon-X Trading Limited and Karbon-X Iberia SL; and the Colombian peso for Allcot X Colombia S.A.S. Assets and liabilities are translated at the closing exchange rate at the balance sheet date, income and expenses at the average rate for the period, and the resulting translation adjustments are included in accumulated other comprehensive income (loss). Realized and unrealized gains and losses on monetary balances denominated in currencies other than an entity’s functional currency are recognized in other income (expense).
Loss per Common Share
Basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated using the treasury stock and if-converted methods. For the three months ended August 31, 2026 and 2025 the Company reported a net loss and all potentially dilutive securities were therefore antidilutive and excluded from the calculation of diluted loss per share. As of August 31, 2026, potential dilutive securities of approximately 33,525,680 shares (May 31, 2026: 28,038,971 shares) had an anti-dilutive effect and were not included in the calculation of diluted net loss per share (Note 20).
Segment Reporting
The Company’s Chief Executive Officer is the chief operating decision maker. He reviews financial information on a consolidated basis to allocate resources and assess performance, and does not review discrete measures of profit or loss or assets for any subsidiary, jurisdiction, product or activity. The Company therefore operates as a single operating and reportable segment, being the sourcing, development and sale of environmental credits. The chief operating decision maker reviews gross profit, EBITDA and net loss, each on a consolidated basis, together with the consolidated cash forecast. The measure of segment profit or loss reported below is consolidated net loss. Segment revenue, profit or loss and assets equal the corresponding consolidated amounts, so no reconciling items arise. The significant expense categories regularly provided to the chief operating decision maker, and the amount of other segment items, are set out in the table below.
|
| Three months ended August 31, 2026 |
|
| Three months ended August 31, 2025 |
| ||
Revenue |
| $ | 343,967 |
|
| $ | 35,658,933 |
|
Cost of revenue |
|
| (233,930 | ) |
|
| (35,365,064 | ) |
Salaries and wages, excluding stock compensation |
|
| (1,006,617 | ) |
| [ ] |
| |
Stock compensation |
|
| (89,586 | ) |
| [ ] |
| |
Marketing expenses |
|
| (477,943 | ) |
|
| (628,540 | ) |
Professional fees |
|
| (338,135 | ) |
|
| (107,447 | ) |
Travel and entertainment |
|
| (39,557 | ) |
| [ ] |
| |
Depreciation and amortization |
|
| (53,953 | ) |
| [ ] |
| |
Rent |
|
| (29,800 | ) |
| [ ] |
| |
Dues and subscriptions |
|
| (55,123 | ) |
| [ ] |
| |
Bank and transaction fees |
|
| (9,131 | ) |
| [ ] |
| |
Provision for credit losses |
|
| (489,274 | ) |
|
| - |
|
Other operating expenses |
|
| (153,272 | ) |
| [ ] |
| |
Total significant segment expenses |
|
| (2,976,321 | ) |
|
| (38,023,998 | ) |
Revenue less significant segment expenses |
|
| (2,632,354 | ) |
|
| (2,365,065 | ) |
Other segment items |
|
| (1,322,684 | ) |
|
| (231,169 | ) |
Net loss |
| $ | (3,955,038 | ) |
| $ | (2,596,234 | ) |
| F-8 |
| Table of Contents |
Stock compensation is option expense presented within salaries and wages; a further $153,707 of shares issued as compensation for services is recognized in other captions, and total share-based compensation of $243,292 is presented in the condensed consolidated statement of cash flows. Other segment items comprise interest income and expense, the loss on investment, the change in fair value of derivative liabilities and other non-operating items; income tax expense was nil in both periods. Segment assets equal consolidated total assets.
Reclassifications
Certain amounts in the comparative condensed consolidated statement of cash flows for the three months ended August 31, 2025 have been reclassified to conform to the presentation adopted in the 2026 Form 10-K: the changes in marketable securities and in the securities receivable previously presented separately are combined in “Unrealized loss on equity securities and the related securities receivable, net”; proceeds from and payments on receivables financing obligations are presented net; and the acquisition of the project pipeline is presented as an investing activity under its current caption. These reclassifications had no effect on the previously reported net loss, comprehensive loss, total assets, shareholders’ equity or the totals of cash flows from operating, investing and financing activities.
Recently Issued Accounting Standards
In July 2025 the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which permits an entity to apply a practical expedient under which current conditions as of the balance sheet date are assumed to remain unchanged for the remaining life of current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The Company adopted the amendments prospectively on June 1, 2026. The adoption did not have a material effect on the condensed consolidated financial statements, as no allowance for credit losses is recognized on trade accounts receivable and those receivables are short-dated.
ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, became effective for the Company on June 1, 2026. Conversions of convertible notes during the quarter were made under the original terms of the notes and no induced conversion occurred; adoption had no effect on the condensed consolidated financial statements.
In May 2026 the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes recognition, measurement, presentation and disclosure requirements for entities that generate, purchase or receive environmental credits. The standard is effective for public business entities for annual periods beginning after December 15, 2027, including interim periods within those periods, which for the Company is the fiscal year beginning June 1, 2028, with early adoption permitted. Because the Company generates, purchases and holds carbon credits, ASU 2026-02 is expected to be significant to the Company and management is assessing its effect on the consolidated financial statements.
ASU 2024-03 and ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), are effective for the Company for the annual period beginning June 1, 2027 and interim periods beginning June 1, 2028. The updates affect disclosure only and are not expected to have a material effect. No other recently issued accounting standards are expected to have a material effect on the Company’s condensed consolidated financial statements.
| F-9 |
| Table of Contents |
Note 2 – Prepaid Expenses
As of August 31, 2026 and May 31, 2026, prepaid expenses consisted of the following. The prepaid biochar equipment deposit represents the 50% advance paid in February 2026 on equipment to be supplied to a related party project (Note 21); the remaining instalments, which fall due on dispatch and commissioning of the equipment, had not been invoiced as due at August 31, 2026 and are not recorded.
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Prepaid sponsorship and marketing |
| $ |
|
| $ |
| ||
Prepaid biochar equipment deposit |
|
|
|
|
|
| ||
Other prepaids |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Note 3 – Inventory
Inventory as of August 31, 2026 and May 31, 2026 consisted of the following:
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Carbon credit inventory |
| $ |
|
| $ |
| ||
Total |
| $ |
|
| $ |
| ||
Carbon credit inventory represents carbon credits currently held for sale and is stated at the lower of cost or net realizable value. Carbon credit inventory is accounted for by analogy to ASC 330 in the absence of then-effective authoritative guidance specific to environmental credits, as described in Note 1 to the 2026 Form 10-K. No project work in process is carried within inventory. The carbon credit inventory held by Karbon-X Project Inc., which agrees to a physical count of registry holdings at August 31, 2026, is subject to the general security interest granted under the receivables financing arrangements described in Note 13.
Note 4 – Property and Equipment
The amount of property and equipment as of August 31, 2026 and May 31, 2026 consisted of the following:
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Furniture and fixtures |
| $ |
|
| $ |
| ||
Computer and equipment |
|
|
|
|
|
| ||
Total property cost |
| $ |
|
| $ |
| ||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Property and equipment, net |
| $ |
|
| $ |
| ||
Depreciation expense for the three months ended August 31, 2026 was $
Note 5 – Acquired Project Pipeline
On June 27, 2025 the Company completed the acquisition of specified assets, including intellectual property, a database, a project pipeline and contract rights, from Allcot AG. The acquisition was accounted for as an asset acquisition under ASC 805-50 and the acquired project pipeline is presented within intangible assets, as described in Note 5 to the 2026 Form 10-K. The acquired project pipeline comprised the following:
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Acquired project pipeline, at cost |
| $ |
|
| $ |
| ||
Accumulated amortization |
|
| ( | ) |
|
| ( | ) |
Intangible assets, net |
| $ |
|
| $ |
| ||
| F-10 |
| Table of Contents |
Amortization is recognized on a straight-line basis over a weighted-average useful life of
Note 6 – Contract Fulfillment Assets
The Company capitalizes costs incurred to fulfill a contract with a customer in accordance with ASC 340-40-25-5 when such costs relate directly to an identified contract, generate or enhance resources that will be used to satisfy performance obligations under the contract, and are expected to be recovered through future contract revenues. Contract fulfillment assets represent costs incurred to fulfill the ABC Mangrove Senegal offtake contract with Woodside. The related performance obligations are expected to be satisfied over a period greater than twelve months from the balance sheet date, currently expected in late calendar 2027, and the asset is therefore presented as non-current.
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
ABC Mangrove Senegal – costs to fulfill the Woodside offtake contract |
| $ |
|
| $ |
| ||
Total |
| $ |
|
| $ |
| ||
Costs of $40,301 were capitalized during the three months ended August 31, 2026, with the remainder of the movement arising from translation. No amortization was recorded because deliveries under the contract have not commenced; amortization will begin when the first credits are delivered to the customer. The asset is assessed for impairment at each reporting date; no impairment was recognized. Development cost prepayments received from the customer under the same contract are presented within deferred revenue (Note 9).
Note 7 – Other Assets, Maintenance Agreement and Consideration Payable to a Customer
On January 8, 2026, the Company entered into a Maintenance Agreement with an institutional lender that also holds convertible notes of the Company (the “Lender”) to provide property maintenance and related services at a commercial facility in Corsicana, Texas through October 2035. As consideration for the Lender’s execution of the agreement, the Company issued the Lender a convertible promissory note with an original principal amount of $
Monthly fees earned under the agreement are applied against the outstanding balances of the Lender’s Master Note tranches rather than settled in cash. Fees earned during the three months ended August 31, 2026 were $
Other assets consisted of the following:
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Consideration payable to a customer – Maintenance Agreement |
| $ |
|
| $ |
| ||
Deferred offering costs |
|
|
|
|
|
| ||
Long-term security deposits |
|
|
|
|
|
| ||
Due from related party (Note 21) |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
The current portion of the consideration payable to a customer, $
| F-11 |
| Table of Contents |
Note 8 – Loan Receivable
On February 9, 2026, the Company advanced CAD $
The stated maturity of the loan, as extended, was May 10, 2026. The loan had not been repaid at August 31, 2026 and remains past due; no payments of principal or interest have been received. At August 31, 2026 the gross carrying amount of the loan, comprising principal and accrued interest translated at the closing rate, was $
The Company applies the current expected credit loss model in ASC 326-20 to the loan receivable and evaluates it individually using a probability-weighted analysis of three recovery scenarios: repayment in full, a part payment followed by enforcement against the pledged shares, and recovery limited to the pledged shares. The analysis considers the quoted market value of the pledged shares (CAD $0.16 per share at August 31, 2026, approximately $
The convertible note receivable from a related party of $
In connection with the loan, the issuer of the pledged shares agreed on February 6, 2026 to issue share purchase warrants to the Company; the number of warrants and their exercise price have not been determined or agreed between the parties, no warrants had been issued at August 31, 2026 and no amount has been recognized in respect of them.
Note 9 – Deferred Revenue
The Company receives consideration in advance of delivering carbon credits and, in some cases, advisory services. Amounts received before the related credits or services are transferred to the customer are recorded as deferred revenue (contract liabilities) and recognized in revenue when control transfers to the customer. Deferred revenue consisted of the following:
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Revenue deferred – credits not yet delivered |
| $ |
|
| $ |
| ||
Development cost prepayments received |
|
|
|
|
|
| ||
Other customer prepayments |
|
|
|
|
|
| ||
Contract liability – advisory services advance |
|
|
|
|
|
| ||
Deferred rent income – related party (Note 21) |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Included in deferred revenue at August 31, 2026 is EUR 2,660,000 (USD $
| F-12 |
| Table of Contents |
Note 10 – Other Current Liabilities
Other current liabilities comprised the following:
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Loan payable – short-term advance |
| $ |
|
| $ |
| ||
Employee and statutory payroll liabilities |
|
|
|
|
|
| ||
Value added and sales tax balances, net |
|
| ( | ) |
|
| ( | ) |
Goods received not invoiced |
|
|
|
|
|
| ||
Other accruals |
|
|
|
|
| ( | ) | |
Total |
| $ |
|
| $ |
| ||
On May 20, 2026 a British Columbia company listed on the TSX Venture Exchange advanced CAD $500,000 to Karbon-X Corp. The advance is unsecured, non-interest-bearing and repayable on November 20, 2026; it is remeasured at the closing rate and a foreign exchange gain of $
Note 11 – Convertible Notes
During the three months ended August 31, 2026 the Company issued five convertible promissory notes to five lenders with an aggregate face amount of $
The variable-price conversion features of the five notes were bifurcated as derivative liabilities under ASC 815-15 and measured at fair value at issuance in an aggregate amount of $
| F-13 |
| Table of Contents |
During the three months ended August 31, 2026 the holders of four notes converted principal and accrued interest into
Interest expense on the convertible notes for the three months ended August 31, 2026 included $
The notes outstanding at August 31, 2026 are convertible at discounts ranging from
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Lender – Maintenance Note |
| $ | 1,682,000 |
|
| $ | 1,682,000 |
|
Lender – Master Note Tranche 1 |
|
| 74,747 |
|
|
| 388,450 |
|
Lender – Master Note Tranche 2 |
|
| 500,000 |
|
|
| 500,000 |
|
Note issued fiscal 2025 – one lender (non-current, converted July 2026) |
|
| - |
|
|
| 250,000 |
|
Notes issued fiscal 2026 – other lenders |
|
| 32,281 |
|
|
| 259,486 |
|
Debtfund L.P. – CPN #2 (August 2026) |
|
| 203,000 |
|
|
| - |
|
CFI Capital (July 2026) |
|
| 180,000 |
|
|
| - |
|
GW Capital (August 2026) |
|
| 115,500 |
|
|
| - |
|
Auctus Fund (August 2026) |
|
| 150,000 |
|
|
| - |
|
SilverCrest Hybrid Capital (August 2026) |
|
| 125,000 |
|
|
| - |
|
Total principal outstanding |
| $ | 3,062,528 |
|
| $ | 3,079,936 |
|
Less: unamortized debt discount |
|
| (1,102,625 | ) |
|
| (923,880 | ) |
Less: amounts classified as non-current |
|
| - |
|
|
| (250,000 | ) |
Convertible notes payable, current, net of discounts |
| $ | 1,959,903 |
|
| $ | 1,906,056 |
|
As of August 31, 2026, the Company had convertible note principal outstanding of $
Note 12 – Long-Term Debt
On November 24, 2025 the Company drew a note from a lender with a face amount of $
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Term note – face amount |
| $ |
|
| $ |
| ||
Unamortized debt discount and issuance costs |
|
| ( | ) |
|
| ( | ) |
Total long-term debt |
| $ |
|
| $ |
| ||
| F-14 |
| Table of Contents |
The note is secured by a security interest in substantially all of the present and future assets of Karbon-X Corp., including a collection account into which specified receipts are deposited, and is supported by a limited-recourse personal guarantee from the Company’s Chief Executive Officer (Note 21). The loan agreement restricts the Company from granting other liens on its assets, subject to permitted exceptions. See Note 13 for the assets pledged as collateral.
Note 13 – Receivables Financing Obligations and Term Loan
Karbon-X Project Inc. is party to receivables financing arrangements under which providers advance cash in exchange for a specified purchased amount of the Company’s future receivables. Because the Company has not surrendered control over the receivables, the arrangements do not meet the conditions for derecognition under ASC 860 and are accounted for as secured borrowings: the receivables remain on the condensed consolidated balance sheet and the obligations are carried at the net proceeds received, accreted to the purchased amount using the effective interest method under ASC 835-30, with the accretion recorded in interest expense.
During the three months ended August 31, 2026 the Company repaid in full the merchant cash advance funded on April 28, 2026, remitting CAD $598,582 on June 10, 2026 after a CAD $50,000 early payoff discount, with the difference between the amount remitted and the carrying value recognized in interest expense; drew a CAD $600,000 term loan on July 2, 2026 from an affiliate of the same provider under a loan agreement dated June 26, 2026, bearing interest at a fixed rate, with CAD $49,000 of underwriting and documentation fees withheld at funding and recorded as a discount, repayable in 36 weekly instalments of CAD $23,316.67 to March 15, 2027 and guaranteed by the Company, two other subsidiaries and the Chief Executive Officer; the term loan is a borrowing rather than a sale of receivables and is presented separately as term loan payable, carried at amortized cost with its discount accreted to interest expense using the effective interest method; received $460,000 on July 22, 2026 under a new merchant cash advance against a purchased amount of $644,000, repayable in 36 weekly pre-authorized debits of $17,888.89 ; and received $60,063, net of underwriting fees, on August 27, 2026 under a purchase and sale of receivables agreement with a purchase price of $70,058 against purchased receivables of $105,018 . The arrangement funded on April 24, 2026 continued to self-liquidate through weekly remittances. Finance charges of $276,770 on the receivables financing arrangements and accretion of $62,579 on the term loan (presented within amortization of debt discount in the statement of cash flows) were recognized in interest expense for the quarter. Receivables financing obligations and the term loan consisted of the following:
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Provider A – merchant cash advance funded April 28, 2026 (repaid June 10, 2026) |
| $ |
|
| $ |
| ||
Provider B – merchant cash advance funded April 24, 2026 |
|
|
|
|
|
| ||
Term loan payable – Provider A affiliate, Loan Agreement dated June 26, 2026, funded July 2, 2026 |
|
|
|
|
|
| ||
Provider C – merchant cash advance funded July 22, 2026 |
|
|
|
|
|
| ||
Provider D – receivables purchase funded August 27, 2026 |
|
|
|
|
|
| ||
Total receivables financing obligations and term loan |
| $ |
|
| $ |
| ||
Less: term loan payable, presented separately |
| $ | ( | ) |
| $ |
| |
Receivables financing obligations |
| $ |
|
| $ |
| ||
The receivables financing obligations and the term loan are secured by a general security interest in the present and after-acquired personal property of Karbon-X Project Inc., including its accounts receivable, inventory and equipment, and one of the arrangements is personally guaranteed by the Company’s Chief Executive Officer (Note 21). The Company entered into further receivables financing arrangements after the quarter end; see Note 24.
Assets pledged as collateral
The term note described in Note 12 is secured by a security interest in substantially all of the present and future assets of Karbon-X Corp., the parent company, including its equity interests in and intercompany claims against its subsidiaries. Assets of Karbon-X Corp. recognized in the condensed consolidated balance sheet at August 31, 2026, after elimination of intercompany balances, were $2,466,129, comprising principally cash, the loan receivable and the consideration payable to a customer. The receivables financing obligations are secured by the personal property of Karbon-X Project Inc., whose assets recognized in the condensed consolidated balance sheet at that date, after elimination of intercompany balances, were $2,897,410, of which accounts receivable, inventories of $721,012 and property and equipment are the principal components. The financing providers do not have the right to sell or repledge the collateral. The convertible notes described in Note 11 are unsecured.
| F-15 |
| Table of Contents |
Note 14 – Shareholders’ Equity
During the three months ended August 31, 2026, the Company issued
During the three months ended August 31, 2026, the Company issued
On August 12, 2026 the Company received $125,000 from an existing investor and issued
During the three months ended August 31, 2026, the Company recorded option compensation expense of $
At August 31, 2026 there were
Note 15 – Warrants
No warrants were issued, exercised, forfeited or expired during the three months ended August 31, 2026. The
| F-16 |
| Table of Contents |
Number | Weighted average exercise price | Weighted average remaining contractual life (years) | ||||||||||
Outstanding May 31, 2026 | ||||||||||||
Granted | - | - | ||||||||||
Exercised | - | - | ||||||||||
Expired | - | - | ||||||||||
Outstanding and exercisable August 31, 2026 | ||||||||||||
Note 16 – Investments and Securities Receivable
On October 24, 2024, Karbon-X Corp. entered into a Carbon Credit Purchase Agreement with DEVS with an aggregate value of $
On June 24, 2026 the Company and DEVS entered into a Share Cancellation Addendum under which the
At August 31, 2026 the shares were
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Investments in equity securities |
| $ |
|
| $ |
| ||
Securities receivable |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Note 17 – Internally Developed Software
The Company capitalizes the costs of developing its mobile applications as internal-use software under ASC 350-40, as described in Note 17 to the 2026 Form 10-K. As of August 31, 2026 and May 31, 2026, the Company had capitalized application development costs, net of accumulated amortization, of $
Note 18 – Stock Option Plan
The Company’s 2024 Employees’, Directors’, Officers’, and Consultants’ Stock Option Plan (the “Plan”), as amended, authorizes
| F-17 |
| Table of Contents |
On June 4, 2026 the Board of Directors approved grants of options to purchase
|
| Number of shares |
|
| Weighted average exercise price |
|
| Weighted average remaining life (years) |
| |||
Options authorized |
|
|
|
|
|
|
|
|
| |||
Outstanding at May 31, 2026 |
|
|
|
|
|
|
|
|
| |||
Granted |
|
|
|
|
|
|
|
|
| |||
Exercised |
|
| - |
|
|
|
|
|
|
|
|
|
Cancelled |
|
| ( | ) |
|
|
|
|
|
|
| |
Expired |
|
| ( | ) |
|
|
|
|
|
|
| |
Outstanding at August 31, 2026 |
|
|
|
|
|
|
|
|
| |||
Exercisable at August 31, 2026 |
|
|
|
|
|
|
| [ ] |
| |||
Unvested at August 31, 2026 |
|
|
|
| [ ] |
|
| [ ] |
| |||
The weighted average exercise price of options granted during the quarter was $
Fair Value of Options
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Options granted during the three months ended August 31, 2026 used the following weighted-average assumptions: expected volatility of
Stock-Based Compensation Expense
For the three months ended August 31, 2026, the Company recognized stock-based compensation expense related to stock options of $
Note 19 – Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Given the Company’s history of operating losses and negative evidence outweighing positive evidence, the Company maintains a full valuation allowance against its net deferred tax assets in each of its tax jurisdictions. Accordingly, no income tax expense or benefit was recognized for the three months ended August 31, 2026 or 2025 and the effective tax rate for both periods was
| F-18 |
| Table of Contents |
Note 20 – Loss Per Share
Basic loss per share is calculated by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period, determined by weighting each issuance by the number of days it was outstanding, including the
The following potentially dilutive securities were excluded from the calculation of diluted loss per share:
|
| August 31, 2026 |
|
| May 31, 2026 |
| ||
Options outstanding |
|
|
|
|
|
| ||
Warrants outstanding |
|
|
|
|
|
| ||
Convertible notes, if converted |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Shares issuable on conversion of the notes outstanding at August 31, 2026 have been estimated using conversion prices of $
Note 21 – Related Party Transactions
Revive Terra Corp. (“Revive”) is an entity related to the Company through common ownership with members of management (ownership that does not constitute control). The Company subleases part of its Calgary premises to Revive at CAD $4,725 per month and recharges travel and related costs to Revive under a cost-sharing arrangement. On June 11, 2026 the sublease rent receivable from Revive at May 31, 2026 of $
The Company is party to an employment contract with Chad Clovis, Chief Executive Officer, President and Director, under which Mr. Clovis is paid an annual salary of $
| F-19 |
| Table of Contents |
Note 22 – Concentrations
Revenue. For the three months ended August 31, 2026, $
Trade receivables. At August 31, 2026 one customer accounted for $
Cash. The Company maintains cash with financial institutions in Canada, the United States, Cyprus, Ireland, Spain and Colombia. Balances may from time to time exceed amounts insured by the relevant deposit insurance schemes. The Company has not experienced any losses on such balances. Long-lived assets, comprising property and equipment and right-of-use assets, were held in Canada and Colombia; the Company held no long-lived assets in the United States, its country of domicile.
Note 23 – Commitments and Contingencies
Legal Proceedings
On October 6, 2026 the Company issued a formal demand for repayment of the loan receivable described in Note 8 and has not received a response; the Company is evaluating enforcement proceedings. The conditions underlying the demand existed at August 31, 2026 and were considered in measuring the allowance for credit losses at that date. There were no other new litigation, claims or assessments during the quarter. See Note 24 regarding the Edmonton Oilers advertising and promotional agreement and the settlement of a carbon credit purchase agreement.
Operating Leases
The Company has entered into an operating lease for office space in Calgary, Alberta commencing
Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year at August 31, 2026, translated at the closing rate, were as follows:
Fiscal year ending May 31, |
| Total |
| |
2027 (remaining nine months) |
| $ |
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
Thereafter |
|
|
| |
Total lease payments |
|
|
| |
Less: imputed interest |
|
| ( | ) |
Operating lease liabilities |
|
|
| |
Operating lease liability – current |
|
|
| |
Operating lease liability – non-current |
| $ |
| |
Weighted average discount rate |
|
| % | |
Weighted average remaining lease term (years) |
|
|
| |
Note 24 – Subsequent Events
The Company evaluated subsequent events through October 20, 2026, the date these condensed consolidated financial statements were issued, and identified the following non-recognized subsequent events.
| F-20 |
| Table of Contents |
Convertible notes
Between September 2 and September 25, 2026 the Company issued five promissory notes to institutional and individual investors with an aggregate face amount of $
Receivables financing
In September 2026 Karbon-X Project Inc. received CAD $
Repayments
Subsequent to August 31, 2026 the Company settled in full the remaining obligation to the holder of a convertible note that had been fully converted during the quarter, and repaid the receivables financing arrangement described above. No gain or loss arose on these settlements.
Conversions and share issuances
Subsequent to August 31, 2026, three investors converted convertible notes payable and accrued interest totaling $
Advisory and marketing services agreement
On September 16, 2026 the Board of Directors approved by unanimous written consent a six-month advisory and marketing services agreement with a United Kingdom advisory firm, under which the Company will pay a cash fee of $
Advertising and promotional agreement
Subsequent to August 31, 2026, Oilers Entertainment Group Canada Corp. (“OEG”) advised the Company that it would not proceed with the third contract year (July 1, 2026 to June 30, 2027) of the advertising and promotional agreement described in Note 23 to the 2026 Form 10-K and that it intends to demand payment of the outstanding instalments for the 2025–26 contract year. No invoice was issued and no advertising or promotional rights were received for the third contract year, and accordingly no cost has been recognized for it in the three months ended August 31, 2026.
Trade financing
On October 9, 2026 Karbon-X Project Inc.
| F-21 |
| Table of Contents |
Consulting agreements
In October 2026 the Company entered into four one-year consulting agreements for business development, market and shareholder relations services. As consideration, the Company issued the consultants unsecured convertible promissory notes with an aggregate principal amount of $
Carbon credit purchase agreement
Under an emissions reduction purchase agreement entered into in December 2025 for the purchase of
| F-22 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion pertains to the historical operations and financial statements of Karbon-X Corp. (“Karbon-X” or the “Company”) for the three months ended August 31, 2026 and 2025. This discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026, filed on September 15, 2026 (the “2026 Form 10-K”), which provides additional context and details on the Company’s financial condition and results of operations.
Forward-Looking Statements
The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Quarterly Report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Quarterly Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.
The following discussion highlights the Company’s results of operations and the principal factors that have affected its consolidated financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the Company’s consolidated financial condition and results of operations presented herein. The following discussion and analysis are based upon Karbon-X Corp.’s unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.
Overview
Karbon-X Corp. was incorporated in the State of Nevada under the name Cocoluv, Inc. on September 13, 2017 and established a fiscal year end of May 31. On February 21, 2022, pursuant to the terms of a Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of common stock of Karbon-X Project Inc., which became the wholly owned subsidiary of the Company in a reverse acquisition, and on April 14, 2022 the Company changed its name to Karbon-X Corp. The Company’s subsidiaries are Karbon-X Project, Inc. (Canada), Karbon-X USA Corp. (Nevada), Karbon-X Trading Limited (Cyprus), Allcot Limited (Ireland), Karbon-X Iberia SL (Spain) and Allcot X Colombia S.A.S. (Colombia), each of which reports quarterly financial information that is consolidated in this Quarterly Report.
Karbon-X provides customized transactional options, tailored insights, and scalable access to the Verified Emissions Reduction markets. Karbon-X changes the marketing framework of traditional carbon marketing by engaging the public versus industry with multiple forms of technology-based greenhouse gas reduction builds. Karbon-X allows the public to purchase carbon offsets from an app that is subscription-based, with multiple levels of investment for every budget. Each subscription supports clean energy projects such as solar or wind power, methane capture, or reforestation and reduces greenhouse gas emissions with provable, verifiable carbon credits. Through the subsidiaries established following the June 2025 acquisition of assets from Allcot AG, the Company also develops carbon-offset projects and trades industrial carbon credits.
Critical Accounting Policies
The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Our critical accounting policies and estimates — carbon credit inventory, the asset acquisition and acquired intangible assets, the fair value of financial instruments (including the Level 3 valuation of the conversion features embedded in our convertible notes) and revenue recognition — are described in Item 7 and Note 1 of the 2026 Form 10-K. There have been no material changes to those policies or estimates during the three months ended August 31, 2026. The valuation techniques used to measure the embedded conversion derivatives at August 31, 2026 are those applied at May 31, 2026; the inputs, including the disposal-rate assumption used in the path-dependent simulation for the note issued under the Maintenance Agreement, were updated to the measurement date as described in Note 1 to the condensed consolidated financial statements.
| 4 |
| Table of Contents |
Results of Operations
Unaudited Results for the Three Months Ended August 31, 2026 and 2025
|
| Three months ended August 31, 2026 |
|
| Three months ended August 31, 2025 |
|
| Change |
| |||
Total revenue |
| $ | 343,967 |
|
| $ | 35,658,933 |
|
| $ | (35,314,966 | ) |
Cost of revenue |
|
| 233,930 |
|
|
| 35,365,064 |
|
|
| (35,131,134 | ) |
Gross profit |
|
| 110,037 |
|
|
| 293,869 |
|
|
| (183,832 | ) |
Total operating expenses |
|
| 2,742,391 |
|
|
| 2,658,934 |
|
|
| 83,457 |
|
Loss from operations |
|
| (2,632,354 | ) |
|
| (2,365,065 | ) |
|
| (267,289 | ) |
Interest income (expense) |
|
| (1,062,285 | ) |
|
| (306,262 | ) |
|
| (756,023 | ) |
Gain (loss) on investment |
|
| (422,410 | ) |
|
| - |
|
|
| (422,410 | ) |
Gain on change in fair value of derivative liabilities |
|
| 207,733 |
|
|
| 95,835 |
|
|
| 111,898 |
|
Other income (expenses) |
|
| (45,721 | ) |
|
| (20,742 | ) |
|
| (24,979 | ) |
Net loss |
| $ | (3,955,038 | ) |
| $ | (2,596,234 | ) |
| $ | (1,358,804 | ) |
Sales and Revenue
For the three months ended August 31, 2026, the Company reported revenue of $343,967, a decrease of $35,314,966 compared to $35,658,933 in the same period of the prior year. Revenue in the prior-year quarter included industrial carbon credit trading conducted through Karbon-X Trading Limited, the Company’s Cyprus subsidiary, which accounted for substantially all of the revenue and cost of revenue in that period and did not recur in the current quarter. Revenue for the three months ended August 31, 2026 was earned principally in Canada from sales of carbon credits, consulting services and mobile application subscriptions. Industrial carbon credit trading volume in the quarter was also reduced by delays in the delivery of credits under an Output-Based Pricing System project; the credit transfers for the affected transactions were completed in October 2026 and the transactions will be reflected in the results of the second quarter. See Note 24 regarding the trade financing arranged in October 2026 to fund the purchase of German greenhouse gas reduction quotas for resale. Revenue excludes $105,954 (EUR 91,650) invoiced and collected during the quarter as the signing instalment under a technical advisory agreement, which has been deferred as a contract liability until the related deliverables are delivered and accepted (Note 9). Cost of revenue was $233,930 (2025: $35,365,064), producing gross profit of $110,037 and a gross margin of 32.0%, compared with gross profit of $293,869 and a gross margin of 0.8% in the prior-year quarter. The increase in gross margin reflects the absence of the high-volume, low-margin trading activity that dominated the prior-year revenue mix.
Operating Expenses
Operating expenses for the three months ended August 31, 2026 were $2,742,391, compared to $2,658,934 in the same period of the prior year, an increase of $83,457. The principal components were:
| · | Marketing expenses of $477,943, down from $628,540. The current quarter reflects the amortization of the Company’s Hockey Canada, Detroit Tigers, Detroit Red Wings and BK Dukes sponsorship agreements and one month of a corporate advertising arrangement that ended in June 2026. No cost was recognized for the third contract year of the Edmonton Oilers advertising and promotional agreement, which did not commence (see Note 24), whereas the prior-year quarter included three months of Edmonton Oilers cost. |
| · | Salaries and wages of $1,096,203, down from $1,598,649, reflecting lower headcount and subcontractor costs, and including stock option compensation expense of $89,586 (2025: $92,309). |
| · | Professional fees of $338,135, up from $107,447, reflecting legal, audit and advisory costs associated with the fiscal 2026 audit and annual report, the financings completed during the quarter and the Company’s international subsidiaries, including $153,707 of fees settled in shares of common stock. |
| · | A provision for credit losses of $489,274 (2025: $nil), being the increase in the allowance on the loan receivable described in Note 8, which principally reflects revised recovery-scenario weights following the borrower’s continued non-payment after formal demand. |
| · | Other operating expenses of $340,836, compared with $324,298, including depreciation and amortization of $53,953, project development costs of $99,215 (Sur del Meta REDD+ development costs expensed under the Company’s policy of not carrying project work in process), rent, travel, dues and subscriptions and office costs. |
| 5 |
| Table of Contents |
Loss from Operations
The loss from operations for the three months ended August 31, 2026 was $2,632,354, compared to $2,365,065 in the same period of the prior year, an increase of $267,289. Revenue declined substantially with the absence of trading activity and $105,954 of advisory fees collected in the quarter was deferred; the improvement in gross margin, the reduction in salaries and wages and the absence of Edmonton Oilers sponsorship cost were more than offset by the $489,274 provision for credit losses on the loan receivable.
Other Income and Expense
Interest expense, net, was $1,062,285 for the three months ended August 31, 2026, compared to $306,262 in the prior-year quarter. The increase reflects the debt incurred since the prior-year quarter: interest expense includes $472,728 of amortization of debt discounts on the convertible notes, the term note and the term loan drawn in July 2026 (2025: $102,182), $276,770 of finance charges on the receivables financing obligations, interest at 18% per annum on the $5,000,000 term note drawn in November 2025, and the coupon interest and conversion fees on the convertible notes, net of interest income of $52,956 accrued on the loan receivable and the related-party note receivable. The debt discounts arise principally from the bifurcation of the conversion features embedded in the convertible notes and from original issue discounts, commitment shares and issuance costs, and are amortized to interest expense over the terms of the notes.
The Company recognized a gain on the change in fair value of derivative liabilities of $207,733 for the three months ended August 31, 2026 (2025: $95,835). The gain comprises a $126,419 decrease in the fair value of the conversion features embedded in the Company’s convertible notes and a $125,200 decrease in the fair value of the warrants reclassified from equity to derivative liabilities during the quarter (Note 15), of which $113,768 relates to fiscal 2026, driven by the lower trading price of the common stock at August 31, 2026 ($0.1485, compared with $0.17 at May 29, 2026) and the shorter remaining terms of the notes, net of the change in fair value of the converted portions measured at each conversion date, and of a $43,886 loss recognized on the initial measurement of the conversion features embedded in two of the five notes issued during the quarter, for which the fair value of the conversion feature at issuance exceeded the proceeds remaining after original issue discount and issuance costs. See Notes 1 and 11 to the condensed consolidated financial statements.
The loss on investment of $422,410 represents the unrealized loss on the 4,641,621 shares of DevvStream Holdings Inc. received on June 24, 2026 in settlement of the securities receivable under the Carbon Credit Purchase Agreement, following the delisting of those shares from the Nasdaq Stock Market on the same date and the subsequent decline in their quoted price to USD $0.1530 per share at August 31, 2026 (Note 16). Because the price-floor protection under the agreement was settled by the June 2026 share issuance, changes in the fair value of the shares are now recognized in full in earnings. Other expenses of $45,721 (2025: $20,742) consist principally of a foreign exchange loss of $43,414 on the remeasurement of the Canadian-dollar loan receivable and the Canadian-dollar short-term advance.
Net Loss
Net loss for the three months ended August 31, 2026 was $3,955,038, compared with $2,596,234 in the same period of the prior year. Total comprehensive loss, including a foreign currency translation gain of $53,254 (2025: $148,311), was $3,901,784 (2025: $2,447,923). The increase in net loss is principally attributable to the increase in interest expense, the provision for credit losses on the loan receivable, the loss on investment described above and the lower gross profit, partly offset by the gain on derivative liabilities and lower marketing expenses and salaries and wages.
Liquidity and Capital Resources
The following table sets forth the major components of our condensed consolidated statements of cash flows for the periods presented.
|
| Three months ended August 31, 2026 |
|
| Three months ended August 31, 2025 |
| ||
Cash used in operating activities |
| $ | (1,198,464 | ) |
| $ | (2,679,849 | ) |
Cash provided by (used in) investing activities |
|
| 1,804 |
|
|
| (605,093 | ) |
Cash provided by financing activities |
|
| 390,451 |
|
|
| 3,791,543 |
|
Effect of exchange rate changes on cash |
|
| (13,635 | ) |
|
| 147,715 |
|
Change in cash during the period |
|
| (819,844 | ) |
|
| 654,316 |
|
Cash, beginning of period |
|
| 1,155,289 |
|
|
| 704,346 |
|
Cash, end of period |
| $ | 335,445 |
|
| $ | 1,358,662 |
|
| 6 |
| Table of Contents |
As of August 31, 2026, the Company had $4,086,857 in current assets and $11,384,754 in current liabilities, resulting in negative working capital of $(7,297,897), compared with negative working capital of $(4,040,004) at May 31, 2026. Cash decreased from $1,155,289 at May 31, 2026 to $335,445 at August 31, 2026. Total assets at August 31, 2026 were $7,669,184 (May 31, 2026: $9,617,713) and total liabilities were $16,612,907 (May 31, 2026: $15,601,815), including derivative liabilities of $1,147,967 and convertible notes payable, net of discounts, of $1,959,903.
Cash used in operating activities was $1,198,464 for the three months ended August 31, 2026, compared with $2,679,849 in the prior-year quarter. The net loss of $3,955,038 included non-cash charges of $472,728 for amortization of debt discounts, $489,274 for the provision for credit losses on the loan receivable, $276,770 for finance charges on receivables financing obligations, $422,410 for the unrealized loss on the DevvStream shares and $243,292 for equity-based compensation, and a non-cash gain of $207,733 on derivative liabilities. Changes in operating assets and liabilities provided $1,042,250 of cash, principally from increases in accounts payable and deferred revenue and the reversal of a prepaid equipment deposit and the related payable that were not yet due at August 31, 2026 (Note 2), partly offset by the increase in inventories.
Cash provided by investing activities was $1,804, compared with cash used of $605,093 in the prior-year quarter, which included the $605,093 acquisition of the Allcot project pipeline. Cash provided by financing activities was $390,451, comprising $670,500 of net proceeds from the five convertible notes issued during the quarter, $393,077 of net proceeds from the CAD $600,000 term loan drawn on July 2, 2026 and $125,000 from the issuance of common stock for cash, partly offset by $169,856 of principal repayments on convertible notes, $133,071 of instalments on the term loan and $495,199 of net repayments of receivables financing obligations. The net repayments of receivables financing obligations comprise remittances of approximately CAD $1.18 million during the quarter, including the June 10, 2026 payoff of a merchant cash advance and the weekly remittances on the other arrangements, less approximately CAD $0.50 million of new funding received under the $460,000 merchant cash advance and the $60,063 receivables purchase (Note 13). In the prior-year quarter financing activities provided $3,791,543, principally the $3,500,000 convertible note issued in August 2025.
To date, the Company has financed its operations through equity sales, convertible note issuances, long-term debt and receivables financing arrangements. During the three months ended August 31, 2026, holders of four convertible notes converted principal and accrued interest of $806,517 into 3,231,320 shares of common stock at conversion prices of $0.1106 to $0.75 per share. Subsequent to the quarter end the Company raised further financing through convertible notes, a bridge note and receivables financing arrangements, financed the purchase of carbon credits for resale with a 45-day trade finance loan of EUR 4,570,000, and issued convertible notes with an aggregate principal amount of $5,000,000 as consideration for consulting services, as described in Note 24 to the condensed consolidated financial statements.
Future Financing
In connection with its proposed business plan and possible acquisitions, the Company will be required to complete substantial and significant additional capital formation. Such formation could be through additional equity offerings, debt, bank financings or a combination of any source of financing. There can be no assurance that the Company will be successful in completion of such financings.
Plan of Operations
As noted above, the continuation of our current plan of operations requires us to raise significant additional capital. If we are successful in raising capital through the sale of common shares or the issuance of notes, we believe that we will have sufficient cash resources to fund our plan of operations through fiscal 2027. If we are unable to do so, we may have to curtail and possibly cease some operations. We intend to use the net proceeds of any financing for operations, regulatory compliance, intellectual property, working capital and general corporate purposes.
We continually evaluate our plan of operations to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations.
| 7 |
| Table of Contents |
Capital Expenditures
During the three months ended August 31, 2026 we had capital expenditures of $576 and no additions to capitalized application development costs.
Commitments and Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Going Concern
The Company has incurred an accumulated deficit of $29,535,418 since inception. As of August 31, 2026, the Company had negative working capital of $(7,297,897) and cash of $335,445. The Company will require additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of August 31, 2026. Based on that evaluation, our principal executive officer and principal financial officer concluded that, because of the material weakness in internal control over financial reporting described below, which had not been remediated as of August 31, 2026, our disclosure controls and procedures were not effective as of that date.
Material Weakness and Remediation
As disclosed in Item 9A of the 2026 Form 10-K, management identified a material weakness in the Company’s period-end financial reporting process. During the year ended May 31, 2026 the Company’s operations expanded significantly, including the formation and acquisition of subsidiaries in Europe and Latin America and the entry into a number of complex, non-routine transactions, and the accounting resources and review procedures in place during most of that year were not sufficient to ensure that those transactions and the year-end close were recorded and reviewed on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
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Remediation of the material weakness is in progress and the material weakness had not been remediated as of August 31, 2026. During the three months ended August 31, 2026 management continued to implement its remediation plan: a formal monthly and quarterly close checklist was adopted; roll-forward schedules with independent review were prepared for all significant accounts, including debt, embedded derivatives, equity, intangibles, leases, receivables and accruals; and the Chief Accounting Officer reviewed all non-routine journal entries and the consolidation. Management expects to continue this work through fiscal 2027, including further additions to accounting resources, a formal technical accounting review of significant and non-routine transactions each quarter, and the implementation of a new enterprise accounting system across the group. Management will consider the material weakness remediated when the enhanced controls have operated for a sufficient period and management has concluded, through testing, that they are operating effectively. Notwithstanding the material weakness, management believes that the condensed consolidated financial statements included in this Quarterly Report present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
Other than the remediation activities described above, which management considers to have materially affected, or to be reasonably likely to materially affect, the Company’s internal control over financial reporting, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended August 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
As of the date hereof the Company is not party to any material legal proceedings and is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties, other than the following: on October 6, 2026 the Company issued a formal demand for repayment of the loan receivable described in Note 8 to the condensed consolidated financial statements and is evaluating enforcement proceedings against the borrower.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. There have been no material changes to the risk factors disclosed in the 2026 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended August 31, 2026, the Company issued 3,231,320 shares of common stock upon conversion of convertible notes payable and accrued interest of $806,517 at conversion prices ranging from $0.1106 to $0.75 per share; 831,909 shares of common stock as compensation for services valued at $153,707 at $0.159 to $0.20 per share; and 101,500 commitment shares in connection with a convertible note financing, to which $4,703 of the note proceeds was allocated. The Company also issued 250,000 shares of common stock at $0.50 per share to an accredited investor for cash of $125,000, effective August 12, 2026. During the quarter the Company issued five convertible promissory notes with an aggregate face amount of $773,500 as described in Note 11 to the condensed consolidated financial statements. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D or Regulation S thereunder. No underwriters were involved and the Company did not receive cash proceeds from the conversions or the issuances for services.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended August 31, 2026, no director or officer of the Company adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as those terms are defined in Item 408 of Regulation S-K.
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Item 6. Exhibits
Exhibit No. |
| Description |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |
| Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |
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101.INS |
| Inline XBRL Instance Document |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Karbon-X Corp. (Registrant)
Date: October 20, 2026 | By: | /s/ Chad Clovis |
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| Chad Clovis |
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| Chief Executive Officer and Director (Principal Executive Officer) |
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Date: October 20, 2026 | By: | /s/ Adriana Ebell |
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| Adriana Ebell |
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| Chief Financial Officer (Principal Financial Officer) |
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Date: October 20, 2026 | By: | /s/ Samuel Nelson |
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| Samuel Nelson |
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| Chief Accounting Officer (Principal Accounting Officer) |
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EXHIBIT 31.1
CERTIFICATIONS
I, Chad Clovis, principal executive officer, certify that:
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| 1. | I have reviewed this quarterly report on Form 10-Q of Karbon-X Corp.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 20, 2026 | By: | /s/ Chad Clovis |
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| Chad Clovis |
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| Chief Executive Officer and Director (Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATIONS
I, Adriana Ebell, principal financial officer , certify that:
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| 1. | I have reviewed this quarterly report on Form 10-Q of Karbon-X Corp.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: October 20, 2026 | By: | /s/ Adriana Ebell |
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| Adriana Ebell |
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| Chief Financial Officer (Principal Financial Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ended August 31, 2026 of Karbon-X Corp., a Nevada corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Chad Clovis, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| 1. | The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| 2. | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: October 20, 2026 | By: | /s/ Chad Clovis |
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| Chad Clovis |
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| Chief Executive Officer and Director (Principal Executive Officer) |
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EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q for the period ended August 31, 2026 of Karbon-X Corp., a Nevada corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Quarterly Report”), I, Adriana Ebell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| 1. | The Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| 2. | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: October 20, 2026 | By: | /s/ Adriana Ebell |
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| Adriana Ebell |
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| Chief Financial Officer (Principal Financial Officer) |
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