EXHIBIT 107

 

CALCULATION OF REGISTRATION FEE

 Form S-8

  

 

 

Security Type

 

Title of Securities to be Registered

 

Fee Calculation

Rule

 

 

Amount to be

Registered(1)

 

 

Proposed

Maximum

Offering

Price

Per Share(2)

 

 

Proposed

Maximum

Aggregate

Offering

Price(2)

 

 

Fee Rate

 

 

Amount of

Registration Fee(2)

 

Fees to be paid

 

Equity

 

Common stock, $0.001 par value per share(3)

 

457(c)

 

 

15,000,000

 

 

$0.24

 

 

$3,600,000

 

 

$0.0001381

 

 

$497.16

 

 

 

Total Offering Amount

 

 

 

 

 

 

 

 

 

$3,600,000

 

 

 

 

 

$497.16

 

 

 

Total Fees Previously Paid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

Total Fee Offsets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

N/A

 

 

 

Net Fee Due

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$497.16

 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional number of shares of common stock issuable upon stock splits, stock dividends or other distribution, recapitalization or similar events with respect to the shares of Class A common stock being registered pursuant to this registration statement.

 

 

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based on the closing price per share of the registrant's common stock on the OTCQB Market maintained by OTC Markets Group, Inc. on May 26, 2026.

 

 

(3)

Represents shares of common stock available for future issuance under the Karbon-X 2024 Employee, Director, Officer and Consultant Stock Option Plan, as amended (the "Option Plan"), which number consists of 15,000,000 shares of common stock that may become issuable upon the exercise of options under the Option Plan.