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 March 5, 2026

Chad Clovis
Chief Executive Officer
Karbon-X Corp.
540 5th Ave SW, Suite 1720
Calgary, AB T2P 0M2

 Re: Karbon-X Corp.
 Form 10-K for the Fiscal Year Ended May 31, 2025
 Form 10-Q for the Quarter Ended November 30, 2025
 File No. 000-56288
Dear Chad Clovis:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended May 31, 2025
Item 9A. Controls and Procedures , page 20

1. In future filings, please disclose management's conclusion regarding the
effectiveness of
 your disclosure controls and procedures as required by item 307 of
Regulation S-K.
Notes to Consolidated Financial Statements
Revenue Recognition, page F-9

2. Please explain how you account for revenue related to the sale of carbon
credits.
 Specifically, tell us
 1. The nature of the carbon credits, whether voluntary or for
compliance;
 2. How you determine when control of the carbon credits transfers to
customers;
 3. Any ongoing performance obligations after the sale;
 4. How you determine the transaction price, including variable
considerations due to
 regulatory or reversal risks.
 March 5, 2026
Page 2

3. Explain how you determined that you are the principal in transactions
involving the sale
 of carbon credits. In your response, describe how you assessed the
indicators outlined in
 ASC 606-10-55-36 through 55-40.
4. Provide a rollforward of deferred revenue, including a breakdown of the
underlying
 balances by current and non-current portions and discuss when you expect
to recognize
 the related revenue as required by ASC 606-10-50-8 through 50-10.
5. In future filings, please provide your revenue disaggregation in
accordance with ASC
 606-10-50-5, 606-10-55-89 through 55-91. It appears you have revenue
generated from
 selling carbon credits and providing consulting services.
Form 10-Q for the Quarter Ended November 30, 2025
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations - Unaudited Results for the Six Months Ended November 30,
2025, and
2024, page 23

6. We note a significant increase in your revenue during the first six
months of fiscal year
 2026. Please provide us with a comprehensive explanation for the
significant increase
 and explain how your new trading subsidiary contributed to this sales
growth as part of
 your response. If applicable, indicate the volume vs price increase of
carbon credits.
 Please also revise future filings as applicable.

 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Christie Wong at 202-551-3684 or Julie Sherman at
202-551-3640 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
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