Hummingbird STAR Trust Amends Karbon-X Corp. Filing

TL;DR

Hummingbird STAR Trust updated its Karbon-X stake filing. Watch for details.

AI Summary

Hummingbird STAR Trust, a significant shareholder, filed an amendment to its Schedule 13D on December 17, 2024, regarding its holdings in Karbon-X Corp. The filing indicates a change in the reporting person's intentions or beneficial ownership. The specific details of the change, such as the exact percentage of shares held or the nature of the transaction, are not fully detailed in the provided excerpt.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Karbon-X Corp., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in beneficial ownership or intentions, which can introduce uncertainty and volatility.

Key Numbers

• 20241217 — Filing Date (Date of the Schedule 13D/A amendment)
• July 9, 2024 — Event Date (Date of the event triggering the amendment)

Key Players & Entities

• Hummingbird STAR Trust (company) — Reporting Person
• Karbon-X Corp. (company) — Subject Company
• M. Richard Cutler (person) — Authorized to Receive Notices
• Cutler Law Group, PC (company) — Legal Counsel

FAQ

Filing Documents

• karx_sc13da.htm (SC 13D/A) — 46KB
• 0001477932-24-008138.txt ( ) — 48KB

Security and Issuer

Item 1. Security and Issuer. This Schedule 13D relates to the acquisition of shares of Common Stock (the "Shares") of Karbon-X Corp., whose principal executive offices are located at 910 7th Ave SW Calgary, AB, Canada T2P 3N8.

Identity and Background

Item 2. Identity and Background. The Reporting Persons are the Hummingbird STAR Trust and its Trust, JTC (Cayman) Limited. Hummingbird STAR Trust is a Cayman Islands Trust. Its business address is 94 Solaris Avenue, 2 nd Floor, Camana Bay, Cayman Island KY1-1203. The Trustee is JTC (Cayman) Limited and Michael Halsey is authorized signatory, whose business addresss is the same as Hummingbird STAR Trust. The Trust is an investor which is controlled by the Trustee. The underlying beneficial owner of the Trustee is Naro Zimmerman, whose business address is the same as Hunningbird STAR Trust. The stated beneficiaries of the Trust are Nikolas Drgon, Claudia Drgon, Emily Drgon, Scarlett McCarroll and Jude McCarroll. During the last five years, neither the Trust or Trustee, nor any Beneficiary has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The Reporting Persons acquired the Shares in consideration for cash from working capital. CUSIP No. 19179P109 Page 5 of 6 Pages

Purpose of Transaction

Item 4. Purpose of Transaction. The Reporting Persons acquired the Shares for investment purposes. The Reporting Persons do not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The Reporting Persons acquired its interest in the shares of common stock as follows: a. On July 9, 2024 the Trust acquired 4,225,000 shares from Jason McCarroll, who had acquired the shares from the Company as an investment. b. During the past 60 days none of the Reporting Persons has otherwise bought or sold any securities on the open market or otherwise. As a result of this transaction, the Reporting Persons currently beneficially owns 4,225,000 shares. Such shares aggregate approximately 5.2% of the issued and outstanding shares

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. None. CUSIP No. 19179P109 Page 6 of 6 Pages

Signatures

Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct. Dated December 13, 2024 Hummingbird STAR Trust By: JTC (Cayman) Limited, Trustee By: \s\ Michael Halsey Michael Halsey, authorized signatory JTC (Cayman) Limited, Trustee By: \s\ Michael Halsey Michael Halsey, authorized signatory

View Full Filing

View this SC 13D/A filing on SEC EDGAR