CDT Equity Inc.

03/30/2026 | Press release | Distributed by Public on 03/30/2026 19:22

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Taylor Mark Andrew
2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2026
3. Issuer Name and Ticker or Trading Symbol
CDT Equity Inc. [CDT]
(Last) (First) (Middle)
418 SPEARGRASS FLAT ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
QUEENSTOWN 00000
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 325,958(1) I(2) See footnotes(1)(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrant 03/17/2026(3) (3) Common Stock (1)(2) $0.0001 I(2) See footnotes(1)(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor Mark Andrew
418 SPEARGRASS FLAT ROAD
QUEENSTOWN 00000
X
Prospect Capital Securities Ltd
LEVEL 4 16 VIADUCT HARBOUR AVENUE
AUCKLAND 00000
X
Prospect Finance Ltd
LEVEL 4 16 VIADUCT HARBOUR AVENUE
AUCKLAND 00000
X

Signatures

/s/ Mark Taylor 03/30/2026
**Signature of Reporting Person Date
Prospect Capital Securities Ltd, by /s/ Mark Taylor, Director 03/30/2026
**Signature of Reporting Person Date
Prospect Finance Ltd, by /s/ Mark Taylor, Director 03/30/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares of common stock, par value $0.0001 per share ("Common Stock"), of CDT Equity Inc. (the "Issuer") and pre-funded warrants (the "Pre-Funded Warrants") to purchase shares of Common Stock are held directly by Prospect Capital Securities Limited ("Prospect Capital") and Prospect Finance Limited ("Prospect Finance"), and were received 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 the stockholders of Sarborg Limited ("Sarborg"), including Prospect Capital and Prospect Finance. Pursuant to the Purchase Agreement, 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 Prospect Finance received 127,209 shares of Common Stock and Pre-Funded Warrants to purchase up to 24,578,432 shares of Common Stock in exchange for 218 Sarborg Shares.
(2) Mark Taylor is the sole director and sole shareholder of each of Prospect Capital and Prospect Finance. By virtue of these relationships, Mr. Taylor may be deemed to beneficially own the securities held of record by each of Prospect Capital and Prospect Finance. Mr. Taylor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
(3) The exercisability of the Pre-Funded Warrants is subject to shareholder approval and a 49.99% beneficial ownership limitation. The Pre-Funded Warrants have no expiration date and are to be exercisable, once approved by the shareholders of the Issuer, until exercised in full.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
CDT Equity Inc. published this content on March 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 31, 2026 at 01:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]