Karbon-X Corp. (KARX) files Form 12b-25 for delayed Q10 report

Rhea-AI Filing Summary

Karbon-X Corp. filed a Form 12b-25 to notify regulators and investors that it will not file its Form 10-Q for the period ended November 30, 2025 by the normal deadline. The company explains that it has experienced delays in completing its financial statements for the fiscal year ended November 30, 2025, which in turn is delaying the quarterly report.

The notification is signed on behalf of Karbon-X Corp. by Chief Executive Officer Chad Clovis and lists its principal executive offices in Bellaire, Texas. The filing is a procedural step that allows limited extra time to submit the Form 10-Q under SEC Rule 12b-25.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 000-56288

(Check One):	☐ Form 10-K     ☐ Form 20-F     ☐ Form 11-K     ☒ Form 10-Q     ☐ Form 10-D     ☐ Form N-SAR     ☐ Form N-CSR
	For Period Ended: November 30, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	☐ Transition Report on Form N-SAR
	For the Transition Period Ended: _______

Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Karbon-X Corp.   

Full Name of Registrant 

____________________

Former Name if Applicable

6575 West Loop South, Suite 500

Address of Principal Executive Offices (Street and Number)

Bellaire, TX 77401

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check appropriate box)

☒	(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b) The subject annual report, semi-annual report, transition report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 5th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrant has experienced delays in completing its financial statements for the fiscal year ended November 30, 2025.  As a result, the registrant is delayed in filing its Form 10-Q for the fiscal year then ended.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

M Richard Cutler		713		888-0040
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).    ☒ Yes     ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☐ Yes     ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Karbon-X Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 14, 2026	By:	/s/ Chad Clovis
		Chad Clovis, Chief Executive Officer

3

FAQ

What did Karbon-X Corp. (KARX) file with the SEC?

Karbon-X Corp. filed a Form 12b-25, which is a notification of late filing, indicating that its Form 10-Q will not be filed by the prescribed due date.

Which reporting period is affected for Karbon-X Corp. (KARX)?

The affected report is Karbon-X Corp.'s Form 10-Q for the period ended November 30, 2025.

Why is Karbon-X Corp. delaying its Form 10-Q filing?

Karbon-X Corp. states that it has experienced delays in completing its financial statements for the fiscal year ended November 30, 2025, which is causing a delay in filing the related Form 10-Q.

What SEC rule is Karbon-X Corp. using for this late filing notice?

Karbon-X Corp. is seeking relief under SEC Rule 12b-25, which allows additional time to file certain periodic reports when they cannot be filed without unreasonable effort or expense.

Who signed the late filing notification for Karbon-X Corp. (KARX)?

The notification was signed on behalf of Karbon-X Corp. by Chad Clovis, Chief Executive Officer.

Where is Karbon-X Corp.'s principal executive office located?

Karbon-X Corp.'s principal executive offices are located at 6575 West Loop South, Suite 500, Bellaire, Texas 77401.

Who is the contact person listed in Karbon-X Corp.'s Form 12b-25?

The contact person listed is M Richard Cutler, with a telephone number including area code 713.