| 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 the Statement on Schedule 13G, filed by the Reporting Persons with the U.S. Securities and Exchange Commission on September 2, 2026 (the "Schedule 13G"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and this Amendment No. 1 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.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
This Amendment No. 1 amends and supplements the Schedule 13G. The purpose of this Amendment No. 1 is to update the beneficial ownership information on the cover pages and in Item 4 of the Schedule 13G, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, and to amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons.
The ownership percentage reported is based on 1,477,789 shares of Common Stock outstanding as of September 30, 2026, as provided by the Issuer. Prospect Capital owns directly 25,161 shares of Common Stock after giving effect to the Reverse Split, which represented approximately 1.7% of the issued and outstanding shares of Common Stock as of September 30, 2026. Prospect Finance owns directly 25,161 shares of Common Stock after giving effect to the Reverse Split, which represented approximately 1.7% of the issued and outstanding shares of Common Stock as of September 30, 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 3.4% of the issued and outstanding shares of Common Stock as of September 30, 2026. Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein. |
| (b) | Percent of class:
(A) Mr. Taylor: 3.4%
(B) Prospect Capital: 1.7%
(C) Prospect Finance: 1.7% |
| (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
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| | (ii) Shared power to vote or to direct the vote:
(A) Mr. Taylor: 50,322.00
(B) Prospect Capital: 25,161.00
(C) Prospect Finance: 25,161.00
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| | (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
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| | (iv) Shared power to dispose or to direct the disposition of:
(A) Mr. Taylor: 50,322.00
(B) Prospect Capital: 25,161.00
(C) Prospect Finance: 25,161.00
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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