SCHEDULE 13G: TD Securities (USA) LLC Discloses 5.8% Passive Stake in Quetta Acquisition Corporation

TD Securities (USA) LLC, a subsidiary of Toronto Dominion Bank, has disclosed a beneficial ownership of 5.8% of Quetta Acquisition Corporation's common stock as of March 31, 2025, held in the ordinary course of business.

Summary

• TD Securities (USA) LLC has reported beneficial ownership of 219,000 shares of Quetta Acquisition Corporation's Common Stock.
• This ownership represents 5.8% of the total class of securities.
• TD Securities (USA) LLC holds sole voting power and sole dispositive power over these 219,000 shares.
• The filing is jointly made by TD Securities (USA) LLC, Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC, and Toronto Dominion Bank, reflecting their hierarchical ownership structure.
• 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 control of Quetta Acquisition Corporation.

Sentiment

Score: 5

Explanation: The document is a neutral, factual disclosure of beneficial ownership, indicating a passive investment. It contains no positive or negative performance indicators or forward-looking statements that would sway sentiment.

Risks

• The reporting persons, including Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC, and Toronto Dominion Bank, disclaim ownership of the shares reported except to the extent of their pecuniary interest therein, limiting their direct responsibility for the shares held by the subsidiary.
• The filing explicitly states that the acquisition was not for the purpose of changing or influencing control of the issuer, which might be a risk if market participants had anticipated an activist stake or strategic involvement.

Future Outlook

NA

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."
• "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11."

Industry Context

A Schedule 13G filing indicates that an institutional investor or a passive investor has acquired more than 5% of a company's voting shares. Unlike a Schedule 13D, a 13G signifies a passive investment intent, meaning the investor does not intend to influence or change control of the company. This filing shows that Quetta Acquisition Corporation has attracted a significant passive investment from a major financial institution's brokerage arm, consistent with routine institutional portfolio management.

Related Party Transactions

• The filing details the hierarchical ownership structure of the reporting persons: TD Securities (USA) LLC is a wholly-owned subsidiary of Toronto Dominion Holdings (USA) Inc., which is a wholly-owned subsidiary of TD Group US Holdings LLC, which in turn is a wholly-owned subsidiary of Toronto Dominion Bank. This establishes a related party relationship among the reporting entities for the purpose of this joint filing.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant passive ownership stake by a major financial institution, which could be viewed as a routine institutional investment.
• Management: Awareness of a new significant passive shareholder, though without intent to influence control.
• Regulatory Authorities: Fulfills SEC disclosure requirements for beneficial ownership.

Key Dates

Keywords

Quetta Acquisition Corporation, TD Securities (USA) LLC, Schedule 13G, Beneficial Ownership, Common Stock, SEC Filing, Investment, Broker-Dealer, Toronto Dominion Bank