What changed in this filing

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Item 9A. Controls and Procedures

2025-09-15 compared with 2024-09-13 · 40 added, 25 removed, 170 unchanged (28% of the section changed)

Controls and Procedures

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 SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

With the participation of our Chief Executive Officer and Chief Financial Officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures as of May 31, 2025 under Rules 13a-15(e) and 15d-15(e).

Management’s Annual Report on Internal Control over Financial Reporting .

5 unchanged sentences

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 Internal Control — Integrated Framework.

Based on this evaluation, our management concluded that, as of May 31, 2024, our internal control over financial reporting was not effective.

Based on this evaluation, our management concluded that, as of May 31, 2025, our internal controls over financial reporting were not effective due to material weaknesses arising from limited accounting personnel, which results in insufficient segregation of duties and inadequate review controls over complex and non-routine transactions.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

6 unchanged sentences

There is no agreement or understanding between the Company and each current or proposed director or executive officer pursuant to which he was selected as an officer or director.

The address for each such officer and director is 1410 Columbia Ave., Castlegar, BC Canada N1N 3K3.

Intended Positions and Offices

The address for each such officer and director is 6575 West Loop South, Suite 500, Bellaire, TX 77401.

Positions and Offices

Chief Executive Officer, President and Director

Christopher Mulgrew

Chief Financial Officer

Justin Bourque

11 unchanged sentences

Clovis attended BCIT in 2011 to obtain the National Safety Officer designation, Leadership in Business Excellence designation and Janus Mentor Training designation which he graduated with honors.

Christopher Mulgrew, Chief Financial Officer

As Chief Financial Officer of Karbon-X Corp., Christopher Mulgrew is responsible for all of the company's financial functions, including accounting, audit, treasury, corporate finance, and investor relations.

Prior to joining the Company, Mr.

Mulgrew was the CFO of Boomitra Inc.

- a carbon project proponent named 2024 Time Magazine 100 Most Influential Companies and winner of the 2023 Earthshot Prize.

As a senior executive in high-growth industries for over 20 years, Mr.

Mulgrew's contributions range from being the senior finance person at a $1.4B private equity firm to being the visionary behind the world’s first live-streaming yoga app.

He thrives solving complex problems and creating cohesive organizations that get full leverage out of their value propositions.

Christopher Mulgrew holds a Master of Business Administration from Rice University, Jesse H.

Jones Graduate School of Business, a Bachelor of Business Administration in Accounting from Simon Fraser University, Beedie School of Business, and has completed the Master Class in Private Equity at the London School of Business.

Mulgrew has qualified as a Chartered Public Accountant in Canada and a Certified Public Accountant in the US.

Brett Hull, Director

51 unchanged sentences

Summary Compensation Table

The following table sets forth the total compensation paid to, or accrued by, the Named Executive Officers and any other employees earning over $100,000 per year from February 1, 2022 (date of inception) through May 31, 2024.

The following table sets forth the total compensation paid to, or accrued by, the Named Executive Officers and any other employees earning over $100,000 per year for May 31, 2024 and May 31, 2025.

No restricted stock awards, long-term incentive plan payout or other types of compensation were paid to these executive officers during that period.

3 unchanged sentences

All other compensation

Marita Dautel

Christopher Mulgrew

Employment Agreements

On February 17, 2022 the Company entered into an employment contract with Chad Clovis as President of Karbon-X Project.

On September 16, 2024 the Company entered into an employment contract with Chad Clovis as President of Karbon-X Project.

Pursuant to the contract Mr.

3 unchanged sentences

Which authorizes the Company to issue up to 5,000,000 options to purchase common stock at a price, term and vesting as determined by the Board of Directors.

The plan was amended to authorize the issuance of up to 15,000,000 options to purchase common stock.

Also on June 24, 2024 the Company issued 2,105,000 options to employees and officers exercisable for five years at an exercise price of $0.75 per share.

22 unchanged sentences

CBKT Ventures

Brett Hull, Director

Justin Bourque, Director

All directors and officers as a group (4 persons)

Consists of 14,500,000 shares held directly by Mr.

16 unchanged sentences

All Other Fees

Other than the services reported above, no other fees billed for professional services provided by the principal accountant for the year ended May 31, 2024 and 2023.

Other than the services reported above, no other fees billed for professional services provided by the principal accountant.

Audit Committee Pre-Approval Policies

4 unchanged sentences

The following Exhibits are included herein:

Articles of lncorporation of Cocoluv, Inc.

dated September 13, 2017.

Articles of Amendment of Cocoluv, Inc.

April 22, 2022

Reorganization Agreement among Karbon-X Corp., Karbon-X Project and Reymund Guillermo dated as of February 21, 2022.

4 unchanged sentences

(incorporated by reference to Exhibit 3.1(i) of the Company’s filing on Form 8-K filed with the Securities and Exchange Commission on July 1, 2022)

Karbon-X Corp.

2024 Employees, Officers’, Directors’ and Consultants’ Stock Option Plan, as amended

Joint Venture Agreement dated November 14, 2022 among Karbon-X Project, Silviculture Systems Corp.

and 4EverForest Foundation.

Joint Venture Partnership Agreement dated August 2023, among Karbon-X Corp., Metis Settlements Development Corporation, and sokan Generational Developments Ltd.,

Acquisition Agreement dated May 31, 2023 among Karbon-X Project, Silviculture Systems Corp.

and 4EverForest Foundation.

Carbon Credit Purchase Agreement effective as of October 14, 2024 between Karbon-X Corp.

and Devvstream Holdings, Inc.

Asset Purchase Agreement between Karbon-X Corp.

and Allcot AG dated as of May 14, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s filing on Form 8-K filed with the Securities and exchange Commission on June 30, 2025.

List of Subsidiaries

2 unchanged sentences

Section 1350 Certification of Chief Executive Officer

Section 1350 Certification of Chief Financial Officer

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

10 unchanged sentences

Chief Executive Officer

(principal executive officer and principal financial officer)

(principal executive officer and

principal financial officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

4 unchanged sentences

September 15, 2025

/s/ Christopher Mulgrew

Christopher Mulgrew , Director and

Chief Financial Officer

/s/ Adriana Ebell

A driana Ebell Acting Chief Financial Officer

September 15, 2025

/s/ Brett Hull

B rett Hull , Director

September 15, 2025

/s/ Justin Bourque

Justin Bourque, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures