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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 30, 2026
CDT
Equity Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41245 |
|
87-3272543 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 4851 Tamiami
Trail North, Suite 200, Naples, FL |
|
34103 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(646)
491-9132
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of
each class |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered |
| Common Stock, $0.0001 par
value per share |
|
CDT |
|
The Nasdaq Stock Market
LLC |
| Redeemable Warrants, each
whole warrant exercisable for one share of Common Stock |
|
CDTTW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
This
Amendment No. 1 (the “Amendment No. 1”) to CDT Equity Inc.’s Current Report on Form 8-K dated July 30, 2026 and filed
on July 31, 2026 (the “Original Report”) is being filed to include Items 2.01, 9.01(a), and 9.01(b) with respect to the Sarborg
Limited investments.
Except
as expressly set forth herein, this Amendment No. 1 does not amend, modify, or update any other information contained in the Original
Report, and this Amendment No. 1 speaks as of the date hereof.
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 and Item 3.02 of the Original Report is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses or funds acquired.
The
financial statements required by Item 9.01(a) will be filed via an additional amendment to the Original Report as soon as practicable,
but no later than 71 calendar days after the date on which the Company’s Original Report was required to be filed.
(b)
Pro forma financial information.
The
pro forma financial information required by Item 9.01(b) will be filed via an additional amendment to the Original Report as soon as
practicable, but no later than 71 calendar days after the date on which the Company’s Original Report was required to be filed.
(d)
Exhibits.
The
information set forth in Item 9.01(d) of the Original Report is incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
CDT EQUITY INC. |
| |
|
|
| August 3, 2026 |
By: |
/s/ Andrew Regan |
| |
Name: |
Andrew Regan |
| |
Title: |
Chief Executive Officer |