Karbon-X Corp.'s SEC filings document its public-company reporting as a Nevada issuer operating in carbon-credit and climate-solutions markets. Registration statements and amendments describe the company's securities offering materials, corporate organization, charter documents, reorganization history, auditor consents and exhibit framework.
The filing record also covers disclosure topics tied to Karbon-X's operating model, including carbon-credit purchase arrangements, project and asset agreements, commitments, stock-option plans, convertible debt, private placements and tax-related reporting. Form 12b-25 notices document late Form 10-Q reporting tied to delays in completing financial statements, while periodic reports and registration materials provide formal disclosures on business activity, capital structure, governance and risk factors.
Karbon-X Corp. filed a Form 12b-25 notification stating it could not timely file its periodic report for the fiscal period ended February 28, 2026 because of delays in completing its financial statements. The company signed the notification on April 13, 2026.
Karbon-X Corp. is registering the resale of up to 13,814,000 shares of common stock for Mast Hill Fund, L.P., tied to convertible notes and a warrant, so the company will not receive proceeds from these resales. The shares come from a $25,000,000 convertible note, a $1,682,000 maintenance note and a 250,000-share warrant at $0.001 per share. Karbon-X previously received about $171,000 net from the first $500,000 tranche and may receive additional funding from later tranches and maintenance fees. As of February 2, 2026, 88,018,947 common shares were outstanding. The filing also highlights rapid growth in carbon-credit revenues alongside ongoing losses and a going concern warning.
Karbon-X Corp., a Nevada corporation based in Bellaire, Texas, filed Amendment No. 2 to its Form S-1 registration statement under the Securities Act of 1933. The filing updates and organizes exhibits that support the company’s planned securities registration.
The exhibit list includes the company’s articles of incorporation and amendments, bylaws, a 2024 stock option plan, various employment, lease, joint venture, acquisition and carbon credit agreements, as well as multiple recent securities purchase agreements and related promissory notes with financing partners. The document also includes required XBRL exhibits and the filing fee table.
The registration statement is signed on behalf of Karbon-X Corp. by Chief Executive Officer Chad Clovis, with signatures from Acting Chief Financial Officer Adriana Ebell and directors Brett Hull and Justin Bourque, confirming their authorization of the amended registration statement.
Karbon-X Corp. is registering the resale of up to 13,814,000 shares of common stock for Mast Hill Fund, L.P., tied to recently issued convertible notes and warrants. These shares include stock issuable upon conversion of a $25,000,000 convertible note, a $1,682,000 maintenance-related note, and a warrant for 250,000 shares at $0.001 per share. Karbon-X will not receive proceeds from the resale, though it has received net cash of about $171,000 from the first $500,000 tranche of the note and may receive additional tranche funding and maintenance revenue.
The company operates in the voluntary carbon credit market, selling certified carbon offsets to industrial clients and via a subscription mobile app. Revenue grew sharply to $56.5 million for the six months ended November 30, 2025, but the company remains unprofitable, has an auditor’s going concern warning, and relies on ongoing external financing. As of January 23, 2026, 88,018,947 shares of common stock were outstanding, and Mast Hill’s conversions are capped at 4.99% beneficial ownership.
Karbon-X Corp. reported explosive growth but ongoing losses in its quarter ended November 30, 2025. Revenue for the six months jumped to $56.5 million, up sharply from $1.3 million a year earlier, mainly from selling carbon credits through its new trading subsidiary. Three-month revenue reached $20.8 million, but gross profit was only $2.0 million, reflecting thin margins.
The company posted a six-month net loss of $4.0 million and had an accumulated deficit of $16.0 million, leaving stockholders’ equity at a negative $2.37 million. Cash rose to $6.5 million as Karbon-X raised funds via $4.6 million of convertible notes, long-term debt, and a receivables financing facility, and converted $2.28 million of loans into equity. Management discloses substantial doubt about its ability to continue as a going concern and plans to rely on additional capital raising. The company also acquired carbon-offset projects for $605,093, which management believes could be worth over $22 million, and recorded a large securities receivable tied to a true-up on New Pubco shares.
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.
Karbon-X Corp. (KARX) reported a sharp scale-up in Q1 FY2026. Revenue reached $35,658,933, up from $127,429 a year ago, driven by carbon credit trading. Gross profit was $293,869, and the company posted an operating loss of $2,365,065 and a net loss of $2,596,234 (loss per share $0.03).
Liquidity remains tight. Cash was $1,358,662 with current assets of $6,512,591 versus current liabilities of $8,358,814. Stockholders’ equity was a deficit of $(1,345,539). Management disclosed “substantial doubt” about the company’s ability to continue as a going concern.
The quarter included $3,500,000 in new convertible notes, plus conversions of 4,870,291 shares from $2,193,195 principal and $90,954 interest. Convertible notes payable (net) were $3,481,191 with embedded derivative liabilities of $351,630. The company acquired a portfolio of carbon-offset projects recorded as inventory work-in-progress for $605,093. Shares outstanding were 87,163,563 as of October 13, 2025.