Sarborg deal leaves CDT Equity (CDT) with investor group owning 43.79% of shares

Rhea-AI Filing Summary

CDT Equity Inc. now has a major shareholder group after its acquisition of a 20% stake in Sarborg Limited. Prospect Capital Securities Ltd and Prospect Finance Ltd received 598,006 CDT common shares and pre-funded warrants for up to 109,978,918 shares as consideration. Following shareholder approval and cashless exercise of all pre-funded warrants, Prospect Capital holds 36,742,777 shares (31.12%) and Prospect Finance holds 14,957,237 shares (12.67%). Through these vehicles, Mark Taylor may be deemed to beneficially own 51,700,014 shares, or 43.79% of CDT’s 118,061,466 shares outstanding as of March 19, 2026.

Insights

Equity ownership analyst

CDT Equity gains a concentrated 43.79% shareholder tied to Sarborg acquisition.

The Sarborg transaction paid largely in equity and pre-funded warrants has created a dominant shareholder bloc. Prospect Capital and Prospect Finance together beneficially own 51,700,014 CDT shares through Mark Taylor, representing 43.79% of shares outstanding as of March 19, 2026.

This level of ownership can significantly influence voting outcomes and strategic direction, especially since Taylor has shared voting and dispositive power over both entities. The deal structure used cashless warrant exercises, avoiding immediate cash outlay while substantially increasing the share count held by the investor group.

Future company actions that require shareholder approval will be shaped by this concentrated stake. The $8 million deferred cash component tied to CDT raising at least $20 million via an at-the-market facility adds another commitment linked directly to the Sarborg acquisition.

Key Figures

Beneficial ownership: 51,700,014 shares Shares outstanding: 118,061,466 shares Prospect Capital holdings: 36,742,777 shares +5 more

8 metrics

Beneficial ownership 51,700,014 shares Shares beneficially owned by Mark Taylor group; 43.79% of class

Shares outstanding 118,061,466 shares CDT common stock outstanding as of March 19, 2026

Prospect Capital holdings 36,742,777 shares Direct CDT common shares; 31.12% of outstanding

Prospect Finance holdings 14,957,237 shares Direct CDT common shares; 12.67% of outstanding

Pre-funded warrants issued 109,978,918 shares Aggregate CDT shares underlying pre-funded warrants to Investors

Common shares issued 598,006 shares CDT common stock issued as part of Sarborg consideration

Deferred cash consideration $8 million Cash to Sarborg, payable after CDT raises at least $20 million via ATM

Sarborg stake acquired 1,020 shares Sarborg shares acquired; approximately 20% of Sarborg’s common stock

Key Terms

pre-funded warrants, cashless exercise, beneficial ownership limitation, Schedule 13D, +1 more

5 terms

pre-funded warrants financial

"pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 109,978,918 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

cashless exercise financial

"exercised all of their Pre-Funded Warrants pursuant to the "cashless" exercise provision thereof"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

beneficial ownership limitation financial

"a 49.99% beneficial ownership limitation provision (the "Blocker")"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Schedule 13D regulatory

"The percentage ownership of shares of Common Stock set forth in this is based upon 118,061,466 shares"

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.

at-the-market facility program financial

"deferred until such time as the Issuer raises no less than $20 million through the use of an at-the-market facility program"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CDT Equity Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

(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)

02/19/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP No.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 51,700,014.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 51,700,014.00

11

Aggregate amount beneficially owned by each reporting person

51,700,014.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.79 %

14

Type of Reporting Person (See Instructions)

IV

Comment for Type of 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 Schedule 13D (the "Schedule 13D") is based upon 118,061,466 shares of Common Stock outstanding as of March 19, 2026, as independently confirmed by the Issuer.

SCHEDULE 13D

CUSIP No.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,742,777.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,742,777.00

11

Aggregate amount beneficially owned by each reporting person

36,742,777.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.12 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage ownership of shares of Common Stock set forth in this Schedule 13D is based upon 118,061,466 shares of Common Stock outstanding as of March 19, 2026, as independently confirmed by the Issuer.

SCHEDULE 13D

CUSIP No.

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,957,237.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,957,237.00

11

Aggregate amount beneficially owned by each reporting person

14,957,237.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.67 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The percentage ownership of shares of Common Stock set forth in this Schedule 13D is based upon 118,061,466 shares of Common Stock outstanding as of March 19, 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 Schedule 13D (this "Schedule 13D") relates to the common stock, par value $0.0001 per share (the "Common Stock"), of CDT Equity Inc., a Delaware corporation (the "Issuer"). The principal executive office of the Issuer is located at 4851 Tamiami Trail North, Suite 200, Naples, Florida 34103
Item 2.	Identity and Background
(a)	(i) Mark Taylor ("Mr. Taylor"), a New Zealand citizen; (ii) Prospect Capital Securities Limited, a New Zealand Company ("Prospect Capital"); and (iii) Prospect Finance Limited, a New Zealand Company ("Prospect Finance").
(b)	The principal business office address of Mr. Taylor is 418 Speargrass Flat Rd, Queenstown, New Zealand 9371. The principal business office address of each of Prospect Capital and Prospect Finance is Mr. Taylor is Level 4, 16 Viaduct Harbour Ave, Auckland, New Zealand 1010.
(c)	The following individuals are officers or directors of both Prospect Capital and Prospect Finance: Mark Taylor, sole Director and sole shareholder. Mr. Taylor is the sole director and sole shareholder of each of Prospect Capital and Prospect Finance, each an investment vehicle. Mr. Taylor's principal occupation is acting as a private investor and company director.
(d)	During the last five years, neither the Reporting Persons nor any officer or director of Prospect Capital or Prospect Finance has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither the Reporting Persons nor any officer or director of Prospect Capital or Prospect Finance has been 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.
(f)	Mr. Taylor is a citizen of New Zealand. Prospect Capital and Prospect Finance are each a New Zealand Company.
Item 3.	Source and Amount of Funds or Other Consideration
	All of the shares of Common Stock to which this Schedule 13D relates were acquired by Prospect Capital and Prospect Finance as consideration pursuant to the terms of that certain Securities Purchase Agreement, dated February 19, 2026 (the "Purchase Agreement"), by and among the Issuer and all of the stockholders of Sarborg Limited, a Cayman Islands Company ("Sarborg"), including Prospect Capital and Prospect Finance (collectively, the "Investors"). Pursuant to the Purchase Agreement, the Investors agreed to sell to the Issuer, and the Issuer agreed to acquire from the Investors, an aggregate of 1,020 shares of Sarborg (the "Sarborg Shares"), representing approximately 20% of the outstanding common stock of Sarborg. As consideration for the Sarborg Shares, the Issuer agreed to issue to the Investors, in the aggregate: (i) 598,006 shares (the "Shares") of Common Stock and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 109,978,918 shares of Common Stock. In addition, the Issuer agreed to pay Sarborg cash consideration of $8 million, which cash payment shall be deferred until such time as the Issuer raises no less than $20 million through the use of an at-the-market facility program. The Pre-Funded Warrants include a Blocker (defined below) as well as a "cashless" exercise provision, wherein the holder of the Pre-Funded Warrant is entitled to receive a number of shares of Common Stock generally equal to the quotient obtained by dividing the market price minus the exercise price divided by the market price (as further described in the Pre-Funded Warrant). Pursuant to the Purchase Agreement, on February 19, 2026, (i) Prospect Capital received 198,749 shares of Common Stock and Pre-Funded Warrants to purchase up to 36,551,817 shares of Common Stock in exchange for 339 Sarborg Shares and (ii) Prospect Finance received 127,209 shares of Common Stock, 46,902 of which were immediately transferred to a third party, and Pre-Funded Warrants to purchase up to 24,578,432 shares of Common Stock, 9,968,931 of which were immediately transferred to a third party, in exchange for 218 Sarborg Shares. The exercisability of the Pre-Funded Warrants is subject to shareholder approval and a 49.99% beneficial ownership limitation provision (the "Blocker"), which Blocker provides that each Reporting Person is prohibited from exercising such Pre-Funded Warrants if, as a result of such exercise, such Reporting Person, together with its affiliates and any persons acting as a group together with such Reporting Person or any of such affiliates, would beneficially own more than 49.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise. On March 17, 2026, at the Issuer's special meeting of stockholders, the stockholders approved the issuance of Common Stock upon the exercise of the Pre-Funded Warrants in an amount equal to or greater than 20% of the number of shares of Common Stock outstanding prior to such issuance, regardless of whether such shares are issued to one person or group or are more widely distributed. On March 17, 2026, following the certification of the results of the Issuer's special meeting of stockholders, Prospect Capital and Prospect Finance each exercised all of their Pre-Funded Warrants pursuant to the "cashless" exercise provision thereof and received 36,544,028 and 14,876,330 shares of Common Stock, respectively.
Item 4.	Purpose of Transaction
	Prospect Capital and Prospect Finance acquired the shares of Common Stock and Pre-Funded Warrants reported herein in connection with the Purchase Agreement for investment purposes. The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The percentage ownership of shares of Common Stock set forth in this Schedule 13D is based upon 118,061,466 shares of Common Stock outstanding as of March 19, 2026, as verified with the Issuer. Prospect Capital owns directly 36,742,777 shares of Common Stock, which represented approximately 31.12% of the issued and outstanding shares of Common Stock as of March 19, 2026. Prospect Finance owns directly 14,957,237 shares of Common Stock, which represented approximately 12.67% of the issued and outstanding shares of Common Stock as of March 19, 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 43.79% of the issued and outstanding shares of Common Stock as of March 19, 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: 36,742,777 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 36,742,777 Prospect Finance: Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 14,957,237 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 14,957,237 Mr. Taylor: Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 51,700,014 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 51,700,014
(c)	Except as set forth in Schedule I of this Schedule 13D, 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 Schedule 13D.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3 and 4 with respect to the Purchase Agreement and the Pre-Funded Warrants is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement, by and among Prospect Capital Securities Limited, Prospect Finance Limited, and Mark Taylor, dated as of March 30, 2026. 99.2 Form of Pre-Funded Warrant, dated February 19, 2026 (incorporated by reference to Exhibit 4.1 to the Issuer's Form 8-K filed with the SEC on February 24, 2026). (https://www.sec.gov/Archives/edgar/data/1896212/000149315226007906/ex4-1.htm) 99.3 Form of Securities Purchase Agreement, dated February 19, 2026, by and between CDT Equity Inc. and the investors, including, among others, Prospect Capital Securities Limited and Prospect Finance Limited (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on February 24, 2026). (https://www.sec.gov/Archives/edgar/data/1896212/000149315226007906/ex10-1.htm)

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/ Mark Taylor
Name/Title:	Mark Taylor
Date:	03/30/2026

Prospect Capital Securities Ltd

Signature:	/s/ Mark Taylor
Name/Title:	Mark Taylor, Director
Date:	03/30/2026

Prospect Finance Ltd

Signature:	/s/ Mark Taylor
Name/Title:	Mark Taylor, Director
Date:	03/30/2026

FAQ

How much of CDT Equity Inc. (CDT) does Mark Taylor’s group beneficially own?

Mark Taylor, through Prospect Capital Securities Ltd and Prospect Finance Ltd, may be deemed to beneficially own 51,700,014 CDT common shares, or 43.79% of the 118,061,466 shares outstanding as of March 19, 2026, giving this group substantial influence over shareholder decisions.

What did CDT Equity Inc. acquire from Sarborg Limited in this transaction?

CDT Equity acquired 1,020 shares of Sarborg Limited, representing approximately 20% of Sarborg’s outstanding common stock. This stake was purchased from Sarborg’s stockholders, including Prospect Capital and Prospect Finance, under a Securities Purchase Agreement dated February 19, 2026, using CDT shares, pre-funded warrants, and deferred cash.

What securities did CDT Equity Inc. issue to Prospect Capital and Prospect Finance?

CDT Equity agreed to issue 598,006 common shares and pre-funded warrants to purchase up to 109,978,918 common shares in total. Prospect Capital received 198,749 shares and warrants for 36,551,817 shares, while Prospect Finance received 127,209 shares and warrants for 24,578,432 shares before certain immediate transfers to a third party.

How were the pre-funded warrants in CDT Equity Inc. structured and exercised?

The pre-funded warrants included a 49.99% beneficial ownership limitation and a cashless exercise feature. After shareholders approved the warrant share issuance on March 17, 2026, Prospect Capital and Prospect Finance exercised all warrants cashlessly, receiving 36,544,028 and 14,876,330 CDT common shares, respectively, without paying additional cash at exercise.

What cash consideration is CDT Equity Inc. obligated to pay in the Sarborg deal?

CDT Equity agreed to pay Sarborg an $8 million cash consideration. This payment is deferred until CDT raises at least $20 million through an at-the-market facility program, tying the cash outlay to the company’s future capital-raising efforts rather than immediate funding at closing.

What voting power do Prospect Capital and Prospect Finance have in CDT Equity Inc.?

Prospect Capital has shared voting and dispositive power over 36,742,777 CDT shares, and Prospect Finance has shared power over 14,957,237 shares. Mark Taylor, as sole director and shareholder of both entities, has shared voting and dispositive power over a combined 51,700,014 shares through these vehicles.