Correspondence 0001477932-24-008189 from Hummingbird STAR Trust (CIK 0002035272)
Hummingbird STAR Trust (CIK 0002035272)
Date: Dec. 18, 2024 · CIK: 0002035272 · Accession: 0001477932-24-008189
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CORRESP
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karx_corresp.htm CUTLER LAW GROUP
Corporate Securities Law
M. Richard Cutler, Esq
Admitted in California & Texas
December 13, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Division of Corporate Finance
Washington, DC 20549
Attn: Brian Soares and Nicholas Panos
Re:
Hummingbird STAR Trust
Karbon-X Corp.
Schedule 13D by Hummingbird STAR Trust
Filed August 30, 2024
File No. 005-91194
Gentlemen:
Please be advised that we represent Karbon-X (the “Company”). This letter is to respond to your correspondence dated December 9, 2024 by email relative to the above-referenced filing.
The responses to your request are set forth below:
Schedule 13D Filed August 30, 2024
1.
The Schedule 13D was not filed within the five day period as a direct result of difficulties and delays in getting appropriate edgar codes for Hummingbird STAR Trust. Given that it is a foreign entity, obtaining the required information, notarized affidavit and other information was delayed. The Schedule 13D was filed as soon as the required codes for filing were received from the edgar filing office.
2.
Although JTC (Cayman) Limited merely acts as Trustee for the benefit of the Beneficiaries of the Trust, we agree that it has the ability to control the disposition of the shares and consequently would be considered a person under Section 3(a)(9) of the Securities Exchange Act. As a consequence we have filed an Amendment to the Schedule 13D to reflect the Trustee as a Reporting Person.
Please advise if you require further.
6575 West Loop South, Suite 400
Tel (800) 606-7150
Bellaire, Texas 77401
www.cutlerlaw.com
Fax (713) 583-7150
CUTLER LAW GROUP
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Thank you for your time and for your assistance with this matter. Please do not hesitate to contact us at the numbers or emails reflected on this email.
Best Regards,
/s/ M. Richard Cutler
M. Richard Cutler
6575 West Loop South, Suite 400
Tel (800) 606-7150
Bellaire, Texas 77401
www.cutlerlaw.com
Fax (713) 583-7150