What CDT Equity Inc. share sales are described in this Schedule 13D/A?

On June 18, 2026, Prospect Capital sold 5,000 shares at $0.7052 and 1,464,711 shares at $1.44. Prospect Finance sold 5,000 shares at $0.751 and 593,289 shares at prices ranging from $1.25 to $1.67, all in open-market transactions described in the amendment.

CDT Equity (CDT) large holders report zero ownership after June 18 sales

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

CDT Equity Inc. investors Prospect Capital Securities, Prospect Finance and Mark Taylor filed Amendment No. 1 to their Schedule 13D to report that they no longer beneficially own CDT Equity common stock. The filing describes open‑market sales on June 18, 2026 that reduced their holdings to zero, representing approximately 0.0% of the 4,722,458 shares outstanding as of June 22, 2026. The amendment is characterized as an exit filing and notes a previously effected 1‑for‑25 reverse stock split on March 26, 2026, which is reflected in the share figures reported.

Key Figures

Shares outstanding: 4,722,458 shares Prospect Capital sale 1: 5,000 shares at $0.7052 Prospect Capital sale 2: 1,464,711 shares at $1.44 +4 more

7 metrics

Shares outstanding 4,722,458 shares Common stock outstanding as of June 22, 2026

Prospect Capital sale 1 5,000 shares at $0.7052 Open-market sale on June 18, 2026

Prospect Capital sale 2 1,464,711 shares at $1.44 Open-market sale on June 18, 2026

Prospect Finance sale 1 5,000 shares at $0.751 Open-market sale on June 18, 2026

Prospect Finance sale 2 593,289 shares at $1.25–$1.67 Open-market sales on June 18, 2026

Post-transaction ownership 0 shares, 0.0% Each reporting person’s CDT Equity common stock stake

Reverse split ratio 1-for-25 CDT Equity common stock reverse split effective March 26, 2026

Key Terms

reverse split, beneficial ownership, Schedule 13D, exit filing, +1 more

5 terms

reverse split financial

"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"

A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.

beneficial ownership financial

"the Reporting Persons have ceased to be the beneficial owners of more than five percent of the shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Schedule 13D regulatory

"This Amendment No. 1 amends and supplements the Statement on , initially filed by the Reporting Persons"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

exit filing regulatory

"This constitutes an exit filing for the Reporting Person."

open market financial

"sold 5,000 and 1,464,711 shares of the Common Stock in the open market"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

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Available on EDGAR 06/23/2026 - 06:42 PM Accepted by SEC EDGAR 06/23/2026 - 06:42 PM

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

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.

Taylor Mark Andrew

Signature:	/s/ Taylor Mark Andrew
Name/Title:	Taylor Mark Andrew
Date:	06/23/2026

Prospect Capital Securities Ltd

Signature:	/s/ Mark Taylor
Name/Title:	Mark Taylor, Director
Date:	06/23/2026

Prospect Finance Ltd

Signature:	/s/ Mark Taylor
Name/Title:	Mark Taylor, Director
Date:	06/23/2026

Source: View Original Filing on SEC EDGAR

FAQ

What does CDT Equity Inc.'s Schedule 13D/A Amendment No. 1 report?

The amendment reports that Prospect Capital Securities, Prospect Finance and Mark Taylor now hold zero CDT Equity common shares. It details recent open-market sales and confirms they ceased being beneficial owners of more than five percent of the company’s outstanding common stock as of June 18, 2026.

Who are the reporting persons in CDT (CDT Equity Inc.)’s latest 13D/A?

The reporting persons are Prospect Capital Securities Ltd, Prospect Finance Ltd and Mark Taylor. Taylor is the sole director and shareholder of both entities, and may be deemed to share voting and dispositive power over their CDT Equity shares, while disclaiming beneficial ownership beyond any pecuniary interest.

How many CDT Equity Inc. shares were outstanding for this 13D/A calculation?

The amendment states that 4,722,458 CDT Equity common shares were outstanding as of June 22, 2026. This figure, independently confirmed by the issuer, is used to calculate each reporting person’s percentage ownership, which is reported as approximately 0.0% for all three reporting persons.

What does an exit filing mean for CDT (CDT Equity Inc.) in this context?

Here, an exit filing means the reporting persons no longer beneficially own more than five percent of CDT Equity’s common stock. The amendment updates their holdings to zero shares and formally records that they have fallen below the Schedule 13D reporting threshold after the June 18, 2026 sales.

Did CDT Equity Inc. complete a reverse stock split mentioned in this 13D/A?

Yes. The amendment notes that, effective at the market open on March 26, 2026, CDT Equity effected a 1‑for‑25 reverse split of its common stock. Every 25 pre‑split shares were combined into one share, and all share amounts in the filing reflect this adjustment.