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[SCHEDULE 13G] CDT Equity Inc. Passive Investment Disclosure (>5%)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

CDT Equity Inc. Schedule 13G reports a group of affiliated entities and individuals collectively associated with Ascent Partners Fund LLC that hold or have rights to 543,645 shares of Common Stock, representing 9.9% of the class based on 4,858,350 shares outstanding as reported in the Prospectus. The shares comprise the maximum issuable under a Directed Stock Purchase Agreement dated January 16, 2026 (the "ELOC Agreement") and are subject to a 9.99% beneficial ownership limit (the "Blocker"). As of June 5, 2026, Ascent holds no shares directly, there are 543,645 shares issuable under the ELOC Agreement (the Blocker maximum), and an internal reorganization on June 1, 2026 moved management such that Dominion Capital Holdings LLC ceased to hold voting or dispositive power and Eagle Claw became a >5% beneficial owner.

Positive

  • None.

Negative

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Insights

Group filing documents managerial links, a beneficial ownership cap, and an internal reorganization.

The filing lists a coordinated group of entities and individuals that have voting/dispositive power over 543,645 shares tied to a Directed Stock Purchase Agreement (the ELOC Agreement) and subject to a 9.99% Blocker. The Blocker is cited verbatim and limits purchases under the agreement.

The filing also describes an internal reorganization effective June 1, 2026 that removed Dominion Capital Holdings LLC from managerial control and resulted in Eagle Claw becoming a >5% beneficial owner. Subsequent SEC disclosures would show any changes in voting or ownership status.

Registers a potential 9.9% position tied to an issuer purchase agreement capped at 9.99%.

The ownership percentage of 9.9% is calculated from 4,858,350 shares outstanding per the Prospectus filed May 1, 2026 and the 543,645 shares issuable under the ELOC Agreement (Blocker maximum). The filing states Ascent currently holds no direct shares as of June 5, 2026.

Cash‑flow treatment and actual issuance timing are not stated in the excerpt; holder exercise or issuer deliveries under the ELOC Agreement will determine future position changes.

Shares outstanding 4,858,350 shares Prospectus filed May 1, 2026
Shares issuable under ELOC 543,645 shares Directed Stock Purchase Agreement dated January 16, 2026; Blocker maximum
Percent of class 9.9% Calculation based on 4,858,350 outstanding and 543,645 issuable
Blocker limit 9.99% Beneficial ownership cap in the ELOC Agreement
Prospectus date May 1, 2026 Prospectus reporting outstanding shares
Reorganization effective June 1, 2026 Internal reorganization changing managerial control
Filing signature date June 5, 2026 Signatures and attestations dated June 5, 2026
ELOC Agreement financial
"Directed Stock Purchase Agreement, dated as of January 16, 2026"
Blocker regulatory
"limiting beneficial ownership to an aggregate maximum of 9.99%"
Joint Filing Agreement regulatory
"Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1"
Beneficial ownership regulatory
"Each of Mikhail Gurevich, Gennadiy Gurevich, Eagle Claw... may be deemed to beneficially own"
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.
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20678X304

(CUSIP Number)
06/01/2026

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




schemaVersion:


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of common stock, par value 0.0001 per share of the issuer (the "Common Stock") set forth on rows (6), (8) and (9) above includes, up to the Blocker (as defined in this footnote) amount, the purchase of Common Stock by the reporting person pursuant to that certain Directed Stock Purchase Agreement, dated as of January 16, 2026, between the issuer and the reporting person (the "ELOC Agreement") held directly by the reporting person. The ELOC Agreement is subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker"). In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in its Prospectus filed with the U.S. Securities and Exchange Commission on May 1, 2026 (the "Prospectus"), and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, each to be directly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: Following the internal reorganization of the management of certain Dominion entities described in Item 4 below, Dominion Capital Holdings LLC beneficially owned no shares of the Common Stock.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G




Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes, up to the Blocker amount, the purchase of Common Stock pursuant to the ELOC agreement to be held indirectly by the reporting person. The ELOC Agreement is subject to the Blocker. In Row (11) the percentage is based on (i) 4,858,350 shares of Common Stock outstanding, as reported by the issuer in the Prospectus, and (ii) 543,645 shares of Common Stock issuable by the issuer, up to the Blocker amount, pursuant to the ELOC Agreement, and to be indirectly held by the reporting person.


SCHEDULE 13G



Ascent Partners Fund LLC
Signature:/s/ Ascent Partners Fund LLC
Name/Title:Mikhail Gurevich, signatory for Managing Member of Managing Member
Date:06/05/2026
Ascent Partners LLC
Signature:/s/ Ascent Partners LLC
Name/Title:Mikhail Gurevich, signatory for Managing Member
Date:06/05/2026
Dominion Capital LLC
Signature:/s/ Dominion Capital LLC
Name/Title:Mikhail Gurevich, Chief Investment Officer of Eagle Claw Corp., Manager of Dominion Capital GP LLC, Manager of Dominion Capital LLC
Date:06/05/2026
Dominion Capital GP LLC
Signature:/s/ Dominion Capital GP LLC
Name/Title:Mikhail Gurevich, Managing Member of Dominion Capital Holdings LLC
Date:06/05/2026
Dominion Capital Holdings LLC
Signature:/s/ Dominion Capital Holdings LLC
Name/Title:Mikhail Gurevich, Managing Member
Date:06/05/2026
Eagle Claw Corp.
Signature:/s/ Gennadiy Gurevich
Name/Title:Gennadiy Gurevich, President
Date:06/05/2026
Masada Group Holdings LLC
Signature:/s/ Masada Group Holdings LLC
Name/Title:Alon Brenner, Managing Member
Date:06/05/2026
Mikhail Gurevich
Signature:/s/ Mikhail Gurevich
Name/Title:Mikhail Gurevich
Date:06/05/2026
Gennadiy Gurevich
Signature:/s/ Gennadiy Gurevich
Name/Title:Gennadiy Gurevich
Date:06/05/2026
Alon Brenner
Signature:Alon Brenner
Name/Title:Alon Brenner
Date:06/05/2026

Comments accompanying signature: Exhibit 1 - Joint Filing Agreement