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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CDT Equity Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
07/30/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Taylor Mark Andrew | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW ZEALAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,258,042.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Prospect Capital Securities Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
629,021.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Prospect Finance Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
629,021.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CDT Equity Inc. | |
| (b) | Address of issuer's principal executive offices:
4851 Tamiami Trail North, Suite 200, Naples, FL 34103 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (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"). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this Schedule 13G should not be construed in and of itself as an admission by the Reporting Persons as to beneficial ownership of the shares of Common Stock reported herein.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 99.1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934. | |
| (b) | Address or principal business office or, if none, residence:
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 Level 4, 16 Viaduct Harbour Ave, Auckland, New Zealand 1010. | |
| (c) | Citizenship:
Mr. Taylor is a citizen of New Zealand. Prospect Capital is a company organized under the laws of New Zealand. Prospect Finance is a company organized under the laws of New Zealand. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The ownership percentage reported is based on 13,043,866 shares of Common Stock outstanding as of August 31, 2026, as provided by the Issuer. Prospect Capital owns directly 629,021 shares of Common Stock, which represented approximately 4.8% of the issued and outstanding shares of Common Stock as of August 31, 2026. Prospect Finance owns directly 629,021 shares of Common Stock, which represented approximately 4.8% of the issued and outstanding shares of Common Stock as of August 31, 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 9.6% of the issued and outstanding shares of Common Stock as of August 31, 2026. Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. | |
| (b) | Percent of class:
(A) Mr. Taylor: 9.6% (B) Prospect Capital: 4.8% (C) Prospect Finance: 4.8% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(A) Mr. Taylor: 0.00 (B) Prospect Capital: 0.00 (C) Prospect Finance: 0.00 | ||
| (ii) Shared power to vote or to direct the vote:
(A) Mr. Taylor: 1,258,042.00 (B) Prospect Capital: 629,021.00 (C) Prospect Finance: 629,021.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(A) Mr. Taylor: 0.00 (B) Prospect Capital: 0.00 (C) Prospect Finance: 0.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(A) Mr. Taylor: 1,258,042.00 (B) Prospect Capital: 629,021.00 (C) Prospect Finance: 629,021.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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