What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-04-16 compared with 2023-03-28 · 32 added, 48 removed, 6 unchanged (93% of the section changed)

1 unchanged sentence

Market Information

units, common stock and warrants are traded on the Nasdaq Capital Market under the symbols “MURFU,” “MURF,” and

“MURFW,” respectively.

Our units commenced public trading on February 3, 2022 and our common stock and warrants commenced

public trading on March 28, 2022.

On March 27, 2023, there were

118 holders of record of our common stock.

have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial

business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements

and general financial condition subsequent to completion of our initial business combination.

common stock and warrants are traded on The Nasdaq Global Market and The Nasdaq Capital Market, respectively, under the symbols “CDT”

and “CDTTW”, respectively.

Prior to the completion of the Business Combination, the securities of MURF were listed on The

Nasdaq Global Market under the symbols “MURFU,” “MURF,” and “MURFW”, all of which are no longer listed

on The Nasdaq Global Market.

April 12, 2024, the last quoted sale price for our common stock as reported on Nasdaq was $3.18 per share.

of April 12, 2024, there were approximately 400 holders of record of our common stock.

Such numbers do not include beneficial owners

holding our securities through nominee names.

have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the

foreseeable future.

We expect to retain future earnings, if any, to fund the development and growth of our business.

Any future determination

to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our

financial condition, operating results, current and anticipated cash needs, plans for expansion, and other factors that our board of

directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

is made to the information contained in the Equity Compensation Plan table contained in Item 11 of this Annual Report.

Recent Sales of Unregistered Securities

On March 20, 2024, the Company issued in a private

placement common stock purchase warrants (the “Warrants”) to an unrelated third party to purchase up to an aggregate 260,000

shares of the Company’s common stock, in exchange for entering into a lock-up with respect to the shares of common stock held by

such holder (the “Lock-Up Agreement”).

The Warrants are not exercisable until one year

after their date of issuance.

Each Warrant is exercisable into one share of the Company’s common stock at a price per share of $3.18

(as adjusted from time to time in accordance with the terms thereof) for a two-year period after the date of exercisability.

no established public trading market for the Warrants.

Notwithstanding the foregoing, the Warrants shall vest, and not be subject to forfeiture,

with respect to 25% of such Warrants commencing on the 90th day after the date of the Lock-Up Agreement and 25% on each subsequent 90-day

anniversary, in each case vesting only if the holder agrees to continue to have its shares of common stock remain locked up pursuant to

the Lock-Up Agreement on such date.

The issuance of the Warrants was made in reliance

on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated

Use of Proceeds from Registered Offerings

February 7, 2022, we consummated our initial public offering of 13,225,000 units, which included 1,725,000 units issued pursuant to the

full exercise by the underwriters of their over-allotment option.

Each unit consists of one share of Class A common stock, par value

$0.0001 per share, and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A

common stock for $11.50 per share.

The units were sold at a price of $10.00 per unit, generating gross proceeds to us of $ 132,250,000.

acted as sole book-running manager and The Benchmark Company, LLC acted as co-manager of the initial public offering.

The securities

in the offering were registered under the Securities Act on registration statement on Form S-1 (No.

The SEC declared the

registration statements effective on February 2, 2022.

Simultaneously

with the closing of our initial public offering, we completed the private sale of an aggregate of 754,000 placement units to the sponsor

at a purchase price of $10.00 per placement unit, generating gross proceeds to us of $7,540,000.

This issuance of placement units was

be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The placement units are identical

to the units sold in the initial public offering, except that (a) the placement units and their component securities will not be transferable,

assignable or saleable until 30 days after the consummation of the Company’s initial business combination except to permitted transferees

and (b) the warrants and rights included as a component of the placement units, so long as they are held by the sponsor or its permitted

transferees, will be entitled to registration rights, respectively.

Following the closing of the initial public offering, an amount of

$139,790,000 from the net proceeds of the sale of the units in the initial public offering and the sale of the placement units to the

sponsor was to be placed in a Trust Account.

This resulted in an overfunding of the Trust Account of $4,895,000.

As such, subsequent

to the initial funding of the Trust Account, $2,000,000 was transferred to our operating cash account and $2,895,000 was used to pay

offering costs, including $2,745,000 of underwriting discounts and expenses.

The proceeds held in the Trust Account are invested only

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under

Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S.

government treasury obligations.

connection with the initial public offering, we incurred $7,738,161 in transaction costs, including $2,645,000 of underwriting discounts

and commission, $4,628,750 of deferred underwriting fees and $464,411 of other offering costs.

has been no material change in the planned use of the proceeds from the initial public offering and private placement as is described

in our final prospectus dated February 2, 2022 and filed with the SEC on February 4, 2022.

“ January 2023 Extension ” as noted in Part I, Item I Business in this Annual Report on Form 10-K for additional

information regarding proceeds currently in the Trust Account.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity