Karbon-X Corp. (KARX)

Company response: We acknowledge the Staff’s comment. In future Annual Reports on Form 10‑K and Quarterly Reports on Form 10‑Q, we will revise our disclosure under “Controls and Procedures” to explicitly state management’s conclusion regarding the effectiveness of our disclosure controls and procedures as of the end of the period covered by the report, as required by Item 307 of Regulation S‑K. 1 By way of example, we expect to include language substantially similar to the following (subject to updates as of each reporting date): “As of _______________, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and… response letter →

Company response: We generate revenue from the sale of carbon credits and from consulting and related services. Our environmental attributes are both compliance focused (such as Canada Federal OBPS or Alberta TIER) and voluntary focused (transacted withing Gold Standard, Verra, etc.). We apply ASC 606, Revenue from Contracts with Customers , to these arrangements. (1) Nature of the carbon credits Our contracts with customers typically involve the sale of environmental attributes that are either: · Project generated credits: Credits we originate or control through our participation in underlying projects (e.g., afforestation, reforestation, or other verified emissions reduction projects); or · Purchased… response letter →

Company response: , describe how you assessed the indicators outlined in ASC 606‑10‑55‑36 through 55‑40. Response: We acknowledge the Staff’s comment and have evaluated whether we act as principal or agent in our carbon credit transactions under ASC 606‑10‑55‑36 through 55‑40. In most of our carbon credit sales, we conclude that we are the principal because we control the credits before they are transferred to the customer. Our assessment is based on the following indicators: · Control of the asset before transfer (ASC 606‑10‑55‑37): We obtain control of the credits either by (i) originating them through our project arrangements, or (ii) purchasing them from third parties and holding them in our registry… response letter →

Company response: We acknowledge the Staff’s comment. We recognize that ASC 606‑10‑50‑8 through 50‑10 requires disclosure of the opening and closing balances of contract liabilities (deferred revenue), significant changes in those balances, and information about the timing of revenue recognition for remaining performance obligations. Below is a roll forward as requested. FY2025 (Year Ended May 31, 2025) Q2 FY2026 (Six Months Ended Nov 30, 2025) Opening balance $ - $ 3,864,080 Heidelberg deferred revenue $ 928,042 $ (928,042 ) DevvStream deferred revenue $ 2,936,038 $ - Other deferred revenue $ - $ 26,764 Currency translation $ - $ (47,901 ) Closing balance $ 3,864,080 $ 2,914,901 Current portion $ 3,864,080… response letter →

Company response: We acknowledge the Staff’s comment. We agree that our revenue should be disaggregated to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, as required by ASC 606‑10‑50‑5 and 55‑89 through 55‑91. In future Annual Reports on Form 10‑K and, where material, Quarterly Reports on Form 10‑Q, we will disaggregate revenue by type of good or service and, if relevant, by geographic region or market. We will also provide the required narrative discussion linking the disaggregated revenue to our segment information (if applicable) and to our revenue recognition policies. Form 10‑Q for the Quarter Ended November 30, 2025 6 Item 2.… response letter →

Company response: If applicable, indicate the volume vs price increase of carbon credits. Please also revise future filings as applicable. Response: We acknowledge the Staff’s comment. The significant increase in revenue during the six months ended November 30, 2025 (the first six months of fiscal year 2026) was primarily driven by: · Increased trading activity in carbon credits through our new trading subsidiary, Karbon-X Trading Limited; · Higher volumes of credits sold compared to the prior year period Contribution of the new trading subsidiary During the six months ended November 30, 2025, our new trading subsidiary, Karbon-X Trading Limited, became fully operational and engaged in spot and forward… response letter →