This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Karbon-X Corp. (the “Company”) for the quarter ended August 31, 2026, filed with the Securities and Exchange Commission on October 20, 2026 (the “Original Filing”). This Amendment is being filed (i) to include certain comparative amounts for the three months ended August 31, 2025 in Note 22 and in the segment information table in Note 1, and the weighted average remaining contractual life and exercise price of exercisable and unvested options in Note 18, which were inadvertently omitted from the Original Filing, and (ii) to file as exhibits the convertible promissory notes and securities purchase agreements listed in Item 6, which were inadvertently omitted from the Original Filing. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment sets forth the Original Filing in its entirety, as amended, and includes new certifications of the Company’s principal executive officer and principal financial officer as Exhibits 31.1, 31.2, 32.1 and 32.2. Except as described above, this Amendment does not modify or update the Original Filing and does not reflect events occurring after the filing date of the Original Filing.

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

Going Concern

Use of Estimates and Assumptions

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.

Note 3 – Inventory

Inventory as of August 31, 2026 and May 31, 2026 consisted of the following:

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:

Depreciation expense for the three months ended August 31, 2026 was $897. Total depreciation and amortization, including amortization of capitalized application development costs and of the acquired project pipeline, was $53,953 (three months ended August 31, 2025: $43,347). The Company purchased equipment of $576 during the quarter. Movements in cost and accumulated depreciation include the effect of translating balances held in Canadian dollars and Colombian pesos at the closing rate.

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:

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.

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 $1,682,000 and received no cash proceeds (Note 11). The Company accounts for the $1,682,000 as consideration payable to a customer and a reduction of the transaction price under ASC 606-10-32-25 and 32-27, recognized as the related fees are earned.

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 $36,859, representing three months of variable fees, and were offset in full by the release of the consideration payable to the customer, so that net revenue recognized under the agreement for the quarter was $nil. At August 31, 2026 the unamortized consideration payable to the customer was $1,583,710 (May 31, 2026: $1,620,569), of which $147,434 is presented within other current assets and $1,436,276 within other assets. Consideration under the agreement is entirely variable and is estimated using the expected value method, constrained to the amount for which a significant revenue reversal is not probable; the recoverability assessment described in Note 7 to the 2026 Form 10-K was updated at August 31, 2026 and no impairment was recognized.

Other assets consisted of the following:

The current portion of the consideration payable to a customer, $147,434, is presented within other current assets, which total $153,168 (May 31, 2026: $155,322).

Note 8 – Loan Receivable

On February 9, 2026, the Company advanced CAD $2,300,000 to a borrower pursuant to a Loan Agreement dated February 6, 2026. The loan bears interest at 12.00% per annum and is secured by 2,666,666 common shares of a British Columbia company whose shares are listed on the TSX Venture Exchange, over which the Company holds a first-priority security interest. The loan is measured at amortized cost under ASC 310-10, is classified as a current asset and, being denominated in Canadian dollars, is remeasured at the period-end spot rate in accordance with ASC 830-20 with the resulting gain or loss recognized in other income (expense).

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 $1,769,437 (May 31, 2026: $1,765,616). Interest income of $50,419 was recognized for the three months ended August 31, 2026 and a foreign exchange loss of $46,597 was recognized in other income (expense) on remeasurement of the Canadian-dollar balance.

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 $307,707 in aggregate), the absence of any payments of principal or interest to date, the formal demand for repayment made on or before June 30, 2026, the borrower’s failure to provide information on the transaction he had identified as his source of repayment, and the demand letter issued by the Company’s counsel on October 6, 2026 (Note 24). On the basis of this evidence the Company reduced the weight assigned to repayment in full and increased the weight assigned to recovery limited to the pledged shares. The allowance for credit losses was increased by $489,274 during the quarter to $1,117,470 at August 31, 2026 (May 31, 2026: $628,196), and the loan is presented net of the allowance at $651,967. If recovery were ultimately limited to the value of the pledged shares, the allowance would increase by approximately $344,260; repayment in full would result in reversal of the allowance in the period received.

The convertible note receivable from a related party of $81,314 and the related accrued interest of $2,192 (Note 21) are presented separately on the condensed consolidated balance sheet as convertible note receivable – related party, $83,506.

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:

Included in deferred revenue at August 31, 2026 is EUR 2,660,000 (USD $3,084,536) received from a single customer under an I-REC sales agreement dated August 22, 2025, as described in Note 9 to the 2026 Form 10-K. The certificates had not been transferred at August 31, 2026 and the balance will be recognized as revenue when they are. Development cost prepayments of $1,042,458 relate to the ABC Mangrove Senegal project and include $540,000 invoiced in July 2026 for the twenty percent development-cost advance on planting cycles 3 and 4, which was uncollected at August 31, 2026 and is included in accounts receivable; these amounts will be recognized as the related performance obligations are satisfied, currently expected in late calendar 2027. Also included is $107,112 (EUR 91,650) invoiced and collected in July 2026 as the signing instalment under a technical advisory agreement entered into in June 2026 for the Stage 1 design of a nature-based afforestation project; the Company’s single performance obligation under that agreement is satisfied at a point in time on delivery and acceptance of the final project design document, currently expected in the quarter ending February 28, 2027, and the instalment is carried as a contract liability until then. Of the $3,792,091 deferred at May 31, 2026, $157,596 was recognized as revenue during the three months ended August 31, 2026 on delivery of the related credits.

Note 10 – Other Current Liabilities

Other current liabilities comprised the following:

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 $3,183 was recognized during the quarter. Employee and statutory payroll liabilities comprise accrued salaries, accrued vacation, severance, service premium and mandatory social contributions, and are stated net of amounts prepaid.

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 $773,500 and aggregate purchase prices of $670,500, reflecting original issue discounts of $84,000 and issuance costs of $19,000 withheld at closing: a $180,000 note issued July 17, 2026 (6% per annum); a $115,500 note issued August 7, 2026 (6%); a $203,000 note issued August 13, 2026 (10%), repayable in twelve monthly instalments of $18,608 beginning September 13, 2026 and issued with 101,500 restricted shares of common stock (Note 14); a $150,000 note issued August 18, 2026 (6%); and a $125,000 note issued August 25, 2026 (12%). Each note matures twelve months from its issuance date and becomes convertible six months after issuance at a conversion price equal to 60% of the lowest trading price of the common stock over the twenty prior trading days (four notes) or 75% of the five-day volume weighted average price subject to a $0.15 per share minimum market price (one note). Each note carries a 4.99% beneficial ownership limitation that may be increased to 9.99% on 60 days’ notice. The notes are unsecured obligations of the Company. A further note with a face amount of $325,000 was dated August 21, 2026 but had not been funded at August 31, 2026 and is not recognized in these condensed consolidated financial statements; see Note 24.

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 $612,901. Where the fair value of the conversion feature exceeded the proceeds remaining after original issue discount and issuance costs, the host note was recorded at nil and the excess of $43,886 was recognized as a loss on initial measurement within the gain (loss) on change in fair value of derivative liabilities; the remaining $569,014 was recorded as a debt discount. For the $203,000 note issued with 101,500 commitment shares, the proceeds remaining after the derivative were allocated between the note and the shares on the basis of their relative fair values, and $4,703 was allocated to the shares. Together with the original issue discounts, issuance costs and the amount allocated to the commitment shares, total debt discounts of $676,717 were recorded on the notes issued during the quarter and are amortized to interest expense on a straight-line basis over the twelve-month terms of the notes.

Note 12 – Long-Term Debt

On November 24, 2025 the Company drew a note from a lender with a face amount of $5,000,000. The note bears interest at 18% per annum, payable monthly in advance, has a five-year term and matures in November 2030. Principal amortizes at $833,333 per month beginning with payment 55; scheduled principal maturities are $nil in each of the fiscal years ending May 31, 2027 through 2030 and $5,000,000 in the fiscal year ending May 31, 2031. Amortization of $6,738 of debt discount and issuance costs was recognized in interest expense for the three months ended August 31, 2026, leaving $112,302 unamortized at that date. Interest of $236,389 was paid in cash during the quarter and $(66,806) of interest prepaid at closing remains netted within convertible notes – interest payable.

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: