SCHEDULE 13G: TD Securities (USA) LLC Discloses 5.2% Stake in Compass Digital Acquisition Corp. Following Cowen Merger

TD Securities (USA) LLC has reported beneficial ownership of 5.2% of Compass Digital Acquisition Corp.'s Class A Ordinary Shares, acquiring the stake as a successor in interest to Cowen and Company, LLC through a merger.

Summary

• TD Securities (USA) LLC (TDS) has filed a Schedule 13G, disclosing beneficial ownership of 297,900 Class A Ordinary Shares of Compass Digital Acquisition Corp.
• This represents 5.2% of the issuer's Class A Ordinary Shares.
• TDS acquired these shares as a successor in interest to Cowen and Company, LLC (Cowen) following a merger effective December 9, 2024.
• TDS holds sole voting power and sole dispositive power over these shares.
• The filing is jointly made by TDS, Cowen, Toronto Dominion Holdings USA Inc. (TDH), TD Group US Holdings LLC (TD GUS), and Toronto Dominion Bank (TD Bank), reflecting the corporate ownership structure where TD Bank is the ultimate parent.
• The shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: The document is a neutral, factual regulatory filing disclosing beneficial ownership following a corporate merger. It does not convey positive or negative sentiment regarding the issuer's performance or outlook.

Positives

• Increased transparency regarding significant ownership in Compass Digital Acquisition Corp.
• Clarification of beneficial ownership following the merger between TD Securities (USA) LLC and Cowen and Company, LLC.

Future Outlook

This filing is a disclosure of current beneficial ownership and does not contain forward-looking statements or guidance regarding the issuer's future operations or financial performance.

Management Comments

• Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Industry Context

This Schedule 13G filing reflects a change in beneficial ownership of a Special Purpose Acquisition Company (SPAC), Compass Digital Acquisition Corp., following a significant merger within the financial services industry. The acquisition of Cowen and Company, LLC by TD Securities (USA) LLC, a subsidiary of Toronto Dominion Bank, consolidates ownership of previously held shares under the new entity. Such filings are standard regulatory disclosures providing transparency on significant shareholdings, particularly after corporate restructuring events like mergers, and indicate the new ownership structure of a notable stake in the SPAC.

Comparison to Industry Standards

• Not applicable. This document is a regulatory disclosure of beneficial ownership following a corporate merger, not a performance report or financial statement that would be compared to industry benchmarks or specific comparable companies/projects.

Related Party Transactions

• The filing details the hierarchical ownership structure where Toronto Dominion Bank is the ultimate parent of TD Group US Holdings LLC, which owns Toronto Dominion Holdings USA Inc., which in turn owns TD Securities (USA) LLC. This establishes the related party relationships among the reporting entities concerning the beneficial ownership.

Stakeholder Impact

• Shareholders: Provides transparency on a significant change in beneficial ownership, clarifying who holds a 5.2% stake in Compass Digital Acquisition Corp.

Key Dates

Keywords

Compass Digital Acquisition Corp., TD Securities (USA) LLC, Cowen and Company, LLC, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, Merger, SEC Filing, Investment Banking, Financial Services