SCHEDULE 13G: TD Securities Discloses 5.2% Stake in Fact II Acquisition Corp.

TD Securities (USA) LLC, a subsidiary of Toronto Dominion Bank, has reported a beneficial ownership of 5.2% in Fact II Acquisition Corp.'s Class A ordinary shares as of December 31, 2024.

Summary

• TD Securities (USA) LLC, along with its parent entities Toronto Dominion Holdings USA Inc, TD Group US Holdings LLC, and Toronto Dominion Bank, filed a Schedule 13G.
• The filing reports beneficial ownership of 941,938 Class A ordinary shares of Fact II Acquisition Corp., par value $0.0001 per share, included as part of the units.
• This represents a 5.2% stake in the Class A ordinary shares of the issuer.
• TD Securities (USA) LLC holds sole voting power and sole dispositive power over all 941,938 shares.
• The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate positive or negative sentiment regarding the issuer's performance or outlook.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the issuer's future performance or strategic direction.

Industry Context

This filing is a routine disclosure by a major financial institution, TD Securities (USA) LLC, regarding its beneficial ownership in Fact II Acquisition Corp., a Special Purpose Acquisition Company (SPAC). It reflects a portfolio holding that has crossed the 5% ownership threshold, triggering the requirement for a Schedule 13G filing, rather than a specific strategic announcement by the issuer itself.

Related Party Transactions

• The filing clarifies the hierarchical ownership structure of the reporting persons: TD Securities (USA) LLC is the sole owner of the reported shares and is wholly owned by Toronto Dominion Holdings USA Inc, which is wholly owned by TD Group US Holdings LLC, which in turn is wholly owned by Toronto Dominion Bank. This establishes the indirect beneficial ownership chain for the parent entities.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake (5.2%) by TD Securities could be viewed positively by existing and potential shareholders, potentially signaling institutional confidence or contributing to market liquidity for Fact II Acquisition Corp.'s shares.

Key Dates

Keywords

Fact II Acquisition Corp., TD Securities (USA) LLC, Toronto Dominion Bank, Schedule 13G, beneficial ownership, Class A ordinary shares, equity stake, investment