UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~June 214, ~~2025~~2026 (~~August~~May 2129, ~~2025~~2026)

Karbon-X Corp.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-56002

82-2882342

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

825 Town & Country Lane, 12th Floor, Houston, Texas		77024
6575 West Loop South, Suite 500, Bellaire, TX	77401
(Address of Principal Executive Offices)	(Zip Code)	~~(Zip Code)~~

Registrant's Telephone Number, Including Area Code: (778) 256-5730

~~510 5 Street SW, Suite 910, Calgary T2P 3S2~~ _____________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~Item ~~registered~~1.01 ~~pursuant~~Entry tointo ~~Section~~a ~~12(b)~~Material ofDefinitive ~~the Act:~~Agreement

~~Title~~Effective ofMay ~~Each~~29, ~~Class~~2025 ~~Trading~~the ~~Symbol~~Board ~~Name~~of Directors of ~~each~~the ~~exchange~~Company onapproved ~~which~~a ~~registered~~Consulting ~~Common~~Agreement ~~Stock~~(the ~~Karx~~“Consulting ~~OTC~~Agreement”) ~~Markets~~between the Company and Chad Clovis (“Clovis”). The Consulting Agreement provides that the Company and Mr. Clovis with his compensation structure going forward.

~~Indicate~~The byforegoing ~~check~~description ~~mark whether the registrant~~ is anqualified ~~emerging~~by ~~growth company as defined in Rule 405 of~~ the ~~Securities~~complete ~~Act~~terms of ~~1933 (§230.405 of this chapter) or Rule 12b-2 of~~ the ~~Securities~~Consulting ~~Exchange~~Agreement ~~Act~~attached ofhereto ~~1934~~as ~~(§240.12b-2~~Exhibit ~~of this chapter)~~10. 1.

~~Emerging~~Item ~~growth~~9.01 ~~company ☒~~Financial Statements and Exhibits

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐Exhibits

~~Item~~The ~~5.02~~following ~~Departure~~Exhibits ofare ~~Directors~~included ~~or Principal Officers; Election of Directors; Appointment of Principal Officers.~~herein:

Chief Financial Officer

Exhibit No.		Description
10.1		Consulting Agreement between Karbon-X Corp. and Chad Clovis dated as of effective May 18, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~Effective July 29, 2025, Christopher Mulgrew is no longer Chief Financial Officer of the Company.~~2

Mr. Mulgrew was provided with a copy of the disclosures contained in this Report on Form 8-K, and has been given an opportunity to review and agree to such disclosures, and has not provided a response.SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	Karbon-X Corp. (Registrant)

Dated: June 4, 2026	By:	/s/ Chad Clovis
		Chief Executive Officer

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

	Karbon-X Corp.(Registrant)
Dated: August 22, 2025	By:	/s/ Chad Clovis
		Chief Executive Officer

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