SEC File No. ______

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 1-A, TIER 2

Amendment No. 1

REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933

KARBON-X CORP.

(Exact name of issuer as specified in the Issuer’s charter)

Nevada

(Jurisdiction of incorporation/organization)

2017

(Year of incorporation)

0001729637

CIK

541620

(Standard Industrial Classification Code)

6575 West Loop South, Suite 500

Bellaire, TXC 77401

(844) 462-3637

(Address and telephone number Principal Executive Offices)

Chad Clovis

6575 West Loop South, Suite 500

Bellaire, TXC 77401

(844) 462-3637

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

M. Richard Cutler

6575 West Loop South, Suite 500

Bellaire, TXC 77401

(713) 888-0040 

82-2882342

 (I.R.S. Employer Identification Number)

This Preliminary Offering Circular shall only be qualified upon order of the Securities and Exchange Commission, unless a subsequent amendment is filed indicating the intention to become qualified by operation of the terms of Regulation A.

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

EXPLANATORY NOTE

This Amendment No. 1 to the Form 1-A  filed by Karbon-X Corp. is filed solely to include an updated auditor consent as requested by the Securities and Exchange Commission.

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PART III—EXHIBITS

The following exhibits are filed as part of this Annual Report.

The following Exhibits are included herein:

Exhibit No.		Description
2.1		Articles of lncorporation of Cocoluv, Inc. dated September 13, 2017 (incorporated by reference to Exhibit 3.1 of the Company’s filing on Form 10-K, as amended, filed with the Securities and Exchange Commission on September 16, 2025).
2.2		Articles of Amendment of Cocoluv, Inc. April 22, 2025 (incorporated by reference to Exhibit 3.2 of the Company’s filing on Form 10-K, as amended, filed with the Securities and Exchange Commission on September 16, 2025).
2.3		Bylaws (incorporated by reference to Exhibit 3.3 of the Company’s filing on Form 10-K, as amended, filed with the Securities and Exchange Commission on September 16, 2025).
6.1		Reorganization Agreement among Karbon-X Corp., Karbon-X Project and Reymund Guillermo dated as of February 21, 2022. (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)
6.2		Employment Agreement dated February 17, 2022 between the Company and Chad Clovis (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)
6.3		Employment Agreement dated February 17, 2022 between the Company and Marita Dautel (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)
6.4		Commercial Lease Agreement dated May 6, 2022 between the Company and 459063 Ltd. (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)
6.5		Karbon-X Corp. 2024 Employees, Officers’, Directors’ and Consultants’ Stock Option Plan, as amended (incorporated by reference to Exhibit 10.5 of the Company’s filing on Form 10-K, as amended, filed with the Securities and Exchange Commission on September 16, 2025).
6.6		Joint Venture Agreement dated November 15, 2022 among Karbon-X Project, Silviculture Systems Corp. and 4EverForest Foundation (incorporated by reference to Exhibit 10.6 of the Company’s filing on Form 10-K, as amended, filed with the Securities and Exchange Commission on September 16, 2025).
6.7		Joint Venture Partnership Agreement dated August 2023, among Karbon-X Corp., Metis Settlements Development Corporation, and Asokan Generational Developments Ltd. (incorporated by reference to Exhibit 10.7 of the Company’s filing on Form 10-K, as amended, filed with the Securities and Exchange Commission on September 16, 2025).
6.8		Acquisition Agreement dated May 31, 2023 among Karbon-X Project, Silviculture Systems Corp. and 4EverForest Foundation (incorporated by reference to Exhibit 10.8 of the Company’s filing on Form 10-K, as amended, filed with the Securities and Exchange Commission on September 16, 2025).
6.9		Carbon Credit Purchase Agreement effective as of October 14, 2024 between Karbon-X Corp. and Devvstream Holdings, Inc (incorporated by reference to Exhibit 10.9 of the Company’s filing on Form 10-K, as amended, filed with the Securities and Exchange Commission on September 16, 2025).
6.10		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.
11.1		Consent of Cutler Law Group, P.C. (included in Exhibit 12)
11.2		Consent of Fruci & Associates II, PLLC dated November 24, 2025
12*			Opinion of Cutler Law Group, P.C. (incorporated by reference to Exhibit 12 of the Company’s filing on Form 1-A filed with the Securities and Exchange Commission on October 20, 2025)

*Filed herewith

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Table of Contents

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bellaire, Texas, on November 25, 2025.

Dated:  November 25, 2025	KARBON-X CORP.
	By:	/s/ Chad Clovis
		Chad Clovis
		Chief Executive Officer
		(Principal Executive Officer)
Dated: November 25, 2025	By:	/s/ Adriana Ebell
		Adriana Ebell
		Chief Financial Officer
		(Chief Financial Officer and Principal Accounting Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chad Clovis, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 1-A offering statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title			Date
/s/ Chad Clovis		Director			November 25, 2025
Name: Chad Clovis   /s/ Brett Hull		Director			November 25, 2025
Name: Brett Hull   /s/ Justin Bourque		Director			November 25, 2025
Name: Justin Bourque

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EXHIBIT 11.2

CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement to Form 1-A, (File No. yet to be assigned) of our audit report dated September 15, 2025, with respect to the consolidated balance sheets of Karbon-X Corp. (the “Company”) as of May 31, 2025 and 2024, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows and the related notes (collectively referred to as the financial statements) for each of the two years in the period ended May 31, 2025.

Our report relating to those financial statements includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern.

Spokane, Washington

November 24, 2025

EXHIBIT 12

	CUTLER LAW GROUP
M. Richard Cutler, Esq	Corporate Securities Law
Admitted in California & Texas

October 17, 2025

Karbon-X Corp.

6575 West Loop South, Suite 500

Bellaire, TX 77401

Re:	Karbon-X Corp.

Gentlemen and Ladies:

Re: Opinion of Counsel - Registration Statement on Form 1-A

We have acted as counsel to you in connection with your filing of an offering statement on Form 1-A filed October 17, 2025 (the "registration statement"). The registration statement covers the contemplated sale of up to $5,000,000 in gross proceeds of between 2,083,333 and 12,500,000 shares of Karbon-X Corp. (the "company") for gross proceeds of up to $5,000,000 (the "shares").

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the company.

For purposes of this opinion we have reviewed your constating documents, corporate minutes and offering statement. We have firsthand knowledge of the authenticity of the documents reviewed.

Based on the foregoing, we are of the opinion that the shares have been duly authorized, and, upon issuance and sale in accordance with the terms of the registration statement, the shares will be validly issued and fully paid and non-assessable.

Based upon the foregoing and subject to the limitations set forth below, we are of the opinion that, when the offering statement becomes qualified, the shares, when issued by the company and delivered by the company against payment as contemplate0=d by the offering statement, will be duly and validly issued, fully paid and non-assessable

We consent to the filing of this opinion as an exhibit to the offering statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

	Very truly yours,
	/s/ M. Richard Cutler
	Cutler Law Group, P.C.

6575 West Loop South, Suite 400		Tel (800) 606-7150
Bellaire, Texas 77401	www.cutlerlaw.com	Fax (713) 583-7150