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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) |
08/28/2026 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Primary Development Fund (Cayman) SPC | ||||||||
| 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
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,321.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
E2 Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,321.00 | ||||||||
| 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)
9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
E3 Fund SP | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,321.00 | ||||||||
| 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)
9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
IALC Trustees SA | ||||||||
| 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
SWITZERLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
50,321.00 | ||||||||
| 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)
9.2 % | ||||||||
| 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. Primary Development Fund (Cayman) SPC, a Cayman Islands fund ("Primary Development Fund");
ii. E2 Trust, a discretionary trust ("E2 Trust");
iii. E3 Fund SP ("E3 Fund"); and
iv. IALC Trustees SA ("IALC Trustees").
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. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Primary Development Fund is 6 The Court, Holywell Business Park, Northfield Rd., Southam, Warwickshire, CV47 0FS. The principal business address of E2 Trust is c/o IALC Trustees, 11 Cours de Rive, 1204 Geneva, P.O. Box 3378, 1211 Geneva 3, Switzerland. The principal business address of E3 Fund is c/o IALC Trustees, 11 Cours de Rive, 1204 Geneva, P.O. Box 3378, 1211 Geneva 3, Switzerland. The principal business address of IALC Trustees is 11 Cours de Rive, 1204 Geneva, P.O. Box 3378, 1211 Geneva 3, Switzerland. | |
| (c) | Citizenship:
Primary Development Fund is a company organized under the laws of the Cayman Islands. E2 Trust is a discretionary trust organized under the laws of the United Kingdom. E3 Fund is segregated fund organized under the laws of the Cayman Islands. IALC Trustees is a company organized under the laws of Switzerland. | |
| (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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by this item with respect to the Reporting Persons is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each Reporting Person. The ownership percentage reported is based on 547,754 shares of Common Stock outstanding as of August 31, 2026, as reported in the Form 8-K. Primary Development Fund directly held 50,321 shares of Common Stock as of August 31, 2026 after giving effect to the Reverse Split on behalf of E3 Fund. E3 Fund is a segregated portfolio and sub-account of Primary Development Fund. E2 Trust holds 95% of the beneficial interest in E3 Fund and the Altug Family Trust hold a 5% beneficial interest in the E3 Fund. IALC Trustees, acting in its capacity as trustee/fiduciary of E2 Trust, and the Altug Family Trust, exercises sole voting and dispositive power over the shares of Common Stock held by Primary Development Fund through E2 Trust and the Altug Family Trust. Accordingly, the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock directly held by Primary Development Fund. | |
| (b) | Percent of class:
(A) Primary Development Fund: 9.2%
(B) E2 Trust: 9.2%
(C) E3 Fund: 9.2%
(D) IALC Trustees: 9.2% | |
| (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) Primary Development Fund: 0.00
(B) E2 Trust: 0.00
(C) E3 Fund: 0.00
(D) IALC Trustees: 0.00 | ||
| (ii) Shared power to vote or to direct the vote:
(A) Primary Development Fund: 50,321.00
(B) E2 Trust: 50,321.00
(C) E3 Fund: 50,321.00
(D) IALC Trustees: 50,321.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(A) Primary Development Fund: 0.00
(B) E2 Trust: 0.00
(C) E3 Fund: 0.00
(D) IALC Trustees: 0.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(A) Primary Development Fund: 50,321.00
(B) E2 Trust: 50,321.00
(C) E3 Fund: 50,321.00
(D) IALC Trustees: 50,321.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) 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 99.1 filed herewith. | ||
| 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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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |