Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
CDT Equity Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
20678X502 (CUSIP Number) |
Mark Taylor 418 Speargrass Flat Road, Queenstown, Q2, 9371 64-21-68 1231 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/18/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 20678X502 |
| 1 |
Name of reporting person
Taylor Mark Andrew | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
Comment for Type of Reporting Person:
This constitutes an exit filing for the Reporting Person. The percentage ownership of shares of common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc., a Delaware corporation (the "Issuer"), set forth in this Amendment No. 1 to the Schedule 13D (the "Amendment No. 1") is based upon 4,722,458 shares of Common Stock outstanding as of June 22, 2026, as independently confirmed by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 20678X502 |
| 1 |
Name of reporting person
Prospect Capital Securities Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This constitutes an exit filing for the Reporting Person. The percentage ownership of shares of Common Stock set forth in this Amendment No. 1 is based upon 4,722,458 shares of Common Stock outstanding as of June 22, 2026, as independently confirmed by the Issuer.
SCHEDULE 13D
|
| CUSIP No. | 20678X502 |
| 1 |
Name of reporting person
Prospect Finance Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This constitutes an exit filing for the Reporting Person. The percentage ownership of shares of Common Stock set forth in this Amendment No. 1 is based upon 4,722,458 shares of Common Stock outstanding as of June 22, 2026, as independently confirmed by the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
CDT Equity Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4851 TAMIAMI TRAIL NORTH, SUITE 200, NAPLES,
FLORIDA
, 34103. | |
Item 1 Comment:
This Amendment No. 1 relates to the common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc., a Delaware corporation (the "Issuer"). Effective as of the opening of market on March 26, 2026, the Issuer effected a 1-for-25 reverse split of the outstanding Common Stock pursuant to which each 25 shares of Common Stock was combined into one share of Common Stock. The number of shares of Common Stock reported herein give effect to such reverse stock split. The principal executive office of the Issuer is located at 4851 Tamiami Trail North, Suite 200, Naples, Florida 34103. This Amendment No. 1 amends and supplements the Statement on Schedule 13D, initially filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the "SEC") on March 30, 2026 (collectively with this Amendment No. 1, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D. The purpose of this Amendment No. 1 is to update the Reporting Persons' beneficial ownership information in the Schedule 13D to indicate that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the shares of the outstanding Common Stock. Therefore, this Amendment No. 1 also constitutes an exit filing for each of the Reporting Persons. Except as specifically amended below, all other provisions of the Schedule 13D remain in effect. | ||
| Item 2. | Identity and Background | |
| (a) | The information contained in "Item 2. Identity and Background" of the Schedule 13D is not being amended by this Amendment No. 1 | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
"Item 3. Source and Amount of Funds or Other Consideration" of the Schedule 13D is hereby amended to add the following: On June 18, 2026, Prospect Capital sold 5,000 and 1,464,711 shares of the Common Stock in the open market at a sales price per share of $0.7052 and $1.44, respectively. On June 18, 2026, Prospect Finance sold 5,000 shares of the Common Stock in the open market at a sales price per share of $0.751 and 593,289 shares of the Common Stock in the open market at sales prices ranging from $1.25 to $1.67,as further described on Schedule I attached hereto. | ||
| Item 4. | Purpose of Transaction | |
The information contained in "Item 4. Purpose of Transaction" of the Schedule 13D is not being amended by this Amendment No. 1. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The percentage ownership of shares of Common Stock set forth in this Amendment No. 1 is based upon 4,722,458 shares of Common Stock outstanding as of June 22, 2026, as independently confirmed by the Issuer. Prospect Capital owns directly 0 shares of Common Stock, which represented approximately 0.0% of the issued and outstanding shares of Common Stock as of June 22, 2026. Prospect Finance owns directly 0 shares of Common Stock, which represented approximately 0.0% of the issued and outstanding shares of Common Stock as of June 22, 2026. Mr. Taylor does not directly own any shares of Common Stock. Mr. Taylor is the sole director and sole shareholder of each of Prospect Capital and Prospect Finance, and as such has shared voting and dispositive power over the shares of Common Stock held by them. By virtue of these relationships, Mr. Taylor may be deemed to beneficially own the shares of Common Stock held of record by each of Prospect Capital and Prospect Finance, which represented approximately 0.0% of the issued and outstanding shares of Common Stock as of June 22, 2026. Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. | |
| (b) | Prospect Capital: Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 0 Prospect Finance: Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 0 Mr. Taylor: Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 0 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 0 | |
| (c) | Except as set forth in Item 3 and Schedule I of this Amendment No. 1, the Reporting Persons have not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Amendment No. 1. | |
| (d) | Not applicable | |
| (e) | On June 18, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" of the Schedule 13D is not being amended by this Amendment No. 1. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The information contained in "Item 7. Material to be filed as Exhibits" of the Schedule 13D is not being amended by this Amendment No. 1. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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