SCHEDULE: TD Securities Discloses 6.8% Stake in MoneyHero via Warrants

TD Securities (USA) LLC has reported beneficial ownership of 2,263,847 Class A Ordinary Shares of MoneyHero Ltd, representing 6.8% of the class, exercisable through warrants.

Summary

• TD Securities (USA) LLC (TDS) has filed a Schedule 13G, reporting beneficial ownership of 2,263,847 Class A Ordinary Shares of MoneyHero Ltd.
• This ownership represents 6.8% of the class of securities.
• The shares are issuable upon the exercise of warrants beneficially owned by TDS, with an exercise price of $11.50 per share.
• These warrants are currently exercisable.
• The percentage is calculated based on 31,178,380 Class A Ordinary Shares outstanding as of March 31, 2026, plus the warrants.
• The filing is a joint filing by TDS, Toronto Dominion Holdings USA Inc. (TDH), TD Group US Holdings LLC (TD GUS), and The Toronto-Dominion Bank (TD Bank).
• TDH, TD GUS, and TD Bank may be deemed to have an indirect interest through their ownership of TDS, but disclaim beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as neutral to slightly negative, primarily due to the nature of a Schedule 13G filing which indicates passive ownership and the specific details about warrants rather than direct share acquisition.

Positives

• TD Securities (USA) LLC holds a significant stake (6.8%) in MoneyHero Ltd, indicating a level of investment interest.
• The warrants are currently exercisable, suggesting potential for conversion into actual shares.
• The filing is a joint effort by multiple entities within The Toronto-Dominion Bank group, demonstrating coordinated financial activity.

Negatives

• The reported ownership is based on exercisable warrants, not directly held shares, which implies a contingent rather than immediate ownership.
• The filing is a Schedule 13G, typically indicating passive investment rather than active control or strategic involvement.
• Other reporting entities (TDH, TD GUS, TD Bank) disclaim beneficial ownership beyond their pecuniary interest, suggesting a limited direct role.

Risks

• The value of the beneficial ownership is directly tied to the exercise price of the warrants ($11.50) and the market performance of MoneyHero Ltd's Class A Ordinary Shares.
• If MoneyHero Ltd's share price falls below the warrant exercise price, the warrants may not be exercised, reducing the effective ownership.
• The passive nature of the filing (Schedule 13G) suggests that the reporting persons are not actively seeking to influence the control of MoneyHero Ltd, which could be a risk if strategic direction is needed.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from MoneyHero Ltd. The future outlook for the reported stake is contingent on the exercise of warrants and the future performance of MoneyHero Ltd's stock.

Management Comments

• TD Securities (USA) LLC has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of such shares.
• The beneficial ownership of the Reporting Person consists solely of 2,263,847 shares of Class A Ordinary Shares issuable upon the exercise of warrants beneficially owned by the Reporting Person (the "Warrants").
• Each of TDH, TD GUS and TD Bank disclaims ownership of the shares reported herein except to the extent of its pecuniary interest therein.
• 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

StockSavvy.ai notes that Schedule 13G filings are common for institutional investors and financial institutions like TD Securities when they acquire a significant stake but do not intend to influence or control the company's management. The use of warrants suggests a strategic approach to potential future investment or hedging.

Comparison to Industry Standards

• Schedule 13G filings are standard for institutional investors holding more than 5% of a class of securities without intent to control. TD Securities' filing aligns with this regulatory requirement.
• The 6.8% ownership stake is a common threshold for significant passive investment in publicly traded companies.
• The exercise price of $11.50 for the warrants will be a key factor in determining the actual cost basis and potential profitability compared to industry benchmarks for similar investment vehicles.

Stakeholder Impact

• Shareholders: The passive stake held by TD Securities may not directly impact day-to-day operations but could influence market perception and liquidity if warrants are exercised.
• Creditors: No direct impact is indicated, as the filing pertains to equity ownership.
• Employees: No direct impact is indicated, as the filing concerns share ownership and not operational changes.
• Management of MoneyHero Ltd: The passive nature of the filing suggests no immediate pressure for control changes, allowing management to continue with their strategic plans.

Next Steps

• TD Securities (USA) LLC may exercise its warrants if the market price of MoneyHero Ltd's Class A Ordinary Shares exceeds $11.50.
• The reporting persons will continue to monitor their beneficial ownership and may file amendments to the Schedule 13G if there are material changes.
• MoneyHero Ltd's management will continue to operate the business, with the reporting persons acting as passive investors.

Key Dates

Keywords

MoneyHero Ltd, TD Securities, Schedule 13G, Warrants, Beneficial Ownership, Class A Ordinary Shares, Investment, Financial Holding