Business Context and Reporting Period
This Form 8-K is a current report filed by CDT Equity Inc. on June 23, 2026. The filing primarily addresses a change in the company's independent registered public accounting firm. The company is incorporated in Delaware and trades on The Nasdaq Stock Market LLC under the symbols CDT (Common Stock) and CDTTW (Redeemable Warrants).
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses exclusively on governance and audit matters.
Material Changes
The primary material change reported is the replacement of the company's auditor:
- Dismissal: The Audit Committee approved the dismissal of CBIZ CPAs P.C. as the independent registered public accounting firm.
- Engagement: The Audit Committee approved the engagement of Carr, Riggs & Ingram, L.L.C. (CRI) as the new independent registered public accounting firm.
- Recent History: This follows a previous change where Marcum LLP was dismissed on April 24, 2025, and CBIZ CPAs was appointed on April 25, 2025.
Management Commentary, Risks, and Contingencies
Audit Opinion and Going Concern: The audit report by CBIZ CPAs for the year ended December 31, 2025, did not contain an adverse or qualified opinion but included an explanatory paragraph stating there was substantial doubt about the Company's ability to continue as a going concern.
Internal Control Weaknesses: The filing discloses material weaknesses in internal control over financial reporting identified during the period CBIZ CPAs was engaged. These include:
- Limited segregation of duties with heavy reliance on interim personnel and third-party consultants.
- Lack of a formal process for the review and approval of significant transactions, leading to recurring errors in account balances and disclosures.
- Inadequate design of internal controls under an appropriate framework.
- Failure to appropriately review accounting implications of material transactions, resulting in a restatement of previous periods.
- Inconsistent review controls around related party transactions and lack of contemporaneous documentation.
Disagreements: The company states there were no disagreements with CBIZ CPAs regarding accounting principles, practices, or audit scope, other than the aforementioned reportable events related to internal control weaknesses.
Investor Verification Checklist
- Verify the specific reasons for the rapid succession of auditor changes (Marcum LLP to CBIZ CPAs to CRI) within a 14-month period.
- Review the full text of the "substantial doubt" going concern opinion issued by CBIZ CPAs for the fiscal year ended December 31, 2025.
- Examine the details of the restatement of previous periods mentioned in the internal control weaknesses.
- Assess the company's current liquidity position and capital resources given the going concern warning.
- Review the letter from CBIZ CPAs (Exhibit 16.1) to confirm their agreement with the company's statements regarding the dismissal.