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    SEC Form SCHEDULE 13G filed by Cycurion Inc.

    8/12/25 11:20:22 AM ET
    $CYCU
    EDP Services
    Technology
    Get the next $CYCU alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13G


    UNDER THE SECURITIES EXCHANGE ACT OF 1934
    Cycurion, Inc.

    (Name of Issuer)


    Common stock, par value $0.0001 per share

    (Title of Class of Securities)


    95758L107

    (CUSIP Number)


    06/30/2025

    (Date of Event Which Requires Filing of this Statement)


    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    Checkbox checked   Rule 13d-1(b)
    Checkbox not checked   Rule 13d-1(c)
    Checkbox not checked   Rule 13d-1(d)






    SCHEDULE 13G

    CUSIP No.
    95758L107


    1Names of Reporting Persons

    TD SECURITIES (USA) LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    1,790,845.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    1,790,845.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    1,790,845.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    5.4 %
    12Type of Reporting Person (See Instructions)

    BD

    Comment for Type of Reporting Person:  The beneficial ownership of the Reporting Person is comprised solely of 1,790,845 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The percentage above is based on (i) 31,443,906 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on June 6, 2025, plus (ii) the Warrants.


    SCHEDULE 13G

    CUSIP No.
    95758L107


    1Names of Reporting Persons

    Toronto Dominion Holdings (USA) Inc.
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    0.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    0 %
    12Type of Reporting Person (See Instructions)

    HC


    SCHEDULE 13G

    CUSIP No.
    95758L107


    1Names of Reporting Persons

    TD Group US Holdings LLC
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    0.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    0 %
    12Type of Reporting Person (See Instructions)

    HC


    SCHEDULE 13G

    CUSIP No.
    95758L107


    1Names of Reporting Persons

    Toronto Dominion Bank
    2Check the appropriate box if a member of a Group (see instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3Sec Use Only
    4Citizenship or Place of Organization

    CANADA (FEDERAL LEVEL)
    Number of Shares Beneficially Owned by Each Reporting Person With:
    5Sole Voting Power

    0.00
    6Shared Voting Power

    0.00
    7Sole Dispositive Power

    0.00
    8Shared Dispositive Power

    0.00
    9Aggregate Amount Beneficially Owned by Each Reporting Person

    0.00
    10Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

    Checkbox not checked
    11Percent of class represented by amount in row (9)

    0 %
    12Type of Reporting Person (See Instructions)

    FI


    SCHEDULE 13G

    Item 1. 
    (a)Name of issuer:

    Cycurion, Inc.
    (b)Address of issuer's principal executive offices:

    1640 BORO PLACE, FOURTH FLOOR, MCLEAN, VIRGINIA 10004
    Item 2. 
    (a)Name of person filing:

    TD SECURITIES (USA) LLC Toronto Dominion Holdings (USA) Inc. TD Group US Holdings LLC Toronto Dominion Bank
    (b)Address or principal business office or, if none, residence:

    ONE VANDERBILT AVENUE NEW YORK, New York 10017 The address of TD Securities (USA) LLC's ("TDS") principal office and Toronto Dominion Holdings (U.S.A.), Inc.'s ("TDH") principal office is One Vanderbilt Avenue, New York, New York 10017. The address of TD Group US Holdings LLC's ("TD GUS") principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of Toronto Dominion Bank's ("TD Bank") principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.
    (c)Citizenship:

    TD SECURITIES (USA) LLC - DELAWARE Toronto Dominion Holdings (USA) Inc. - DELAWARE TD Group US Holdings LLC - DELAWARE Toronto Dominion Bank - CANADA (FEDERAL LEVEL)
    (d)Title of class of securities:

    Common stock, par value $0.0001 per share
    (e)CUSIP No.:

    95758L107
    Item 3.If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
    (a)Checkbox checked   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
    (b)Checkbox not checked   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)Checkbox not checked   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)Checkbox not checked   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (e)Checkbox not checked   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
    (f)Checkbox not checked   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
    (g)Checkbox checked   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
    (h)Checkbox not checked   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)Checkbox not checked   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)Checkbox checked   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
           please specify the type of institution:
    (k)Checkbox not checked   Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
     
    Bank
    Item 4.Ownership
    (a)Amount beneficially owned:

    1,790,845 TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of these shares. The beneficial ownership of the Reporting Person is comprised solely of 1,790,845 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The Warrants held by the Reporting Person have an exercise price of $11.50 per share of Common Stock and are presently exercisable. The percentage above is based on (i) 31,443,906 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on June 6, 2025, plus (ii) the Warrants. This schedule is jointly filed by TDS, TDH, TD GUS and TD Bank. TDH is the sole owner of TDS. TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TDH, TD GUS and TD Bank may be deemed to hold an indirect interest in the shares reported herein by virtue of their ownership of TDS. 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.
    (b)Percent of class:

    5.4  %
    (c)Number of shares as to which the person has:
     (i) Sole power to vote or to direct the vote:

    TD SECURITIES (USA) LLC - 1,790,845 Toronto Dominion Holdings (USA) Inc. - 0 TD Group US Holdings LLC - 0 Toronto Dominion Bank - 0

     (ii) Shared power to vote or to direct the vote:

    TD SECURITIES (USA) LLC - 0 Toronto Dominion Holdings (USA) Inc. - 0 TD Group US Holdings LLC - 0 Toronto Dominion Bank - 0

     (iii) Sole power to dispose or to direct the disposition of:

    TD SECURITIES (USA) LLC - 1,790,845 Toronto Dominion Holdings (USA) Inc. - 0 TD Group US Holdings LLC - 0 Toronto Dominion Bank - 0

     (iv) Shared power to dispose or to direct the disposition of:

    TD SECURITIES (USA) LLC - 0 Toronto Dominion Holdings (USA) Inc. - 0 TD Group US Holdings LLC - 0 Toronto Dominion Bank - 0

    Item 5.Ownership of 5 Percent or Less of a Class.
     
    Item 6.Ownership of more than 5 Percent on Behalf of Another Person.
     
    Not Applicable
    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
     
    If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.


    TD Securities (USA) LLC
    Item 8.Identification and Classification of Members of the Group.
     
    Not Applicable
    Item 9.Notice of Dissolution of Group.
     
    Not Applicable

    Item 10.Certifications:
     
    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.

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    TD SECURITIES (USA) LLC
     
    Signature:Christina Petrou
    Name/Title:Christina Petrou / Executive Vice President & Chief Operating Officer
    Date:08/12/2025
     
    Toronto Dominion Holdings (USA) Inc.
     
    Signature:Christina Petrou
    Name/Title:Christina Petrou / Executive Vice President & Chief Operating Officer
    Date:08/12/2025
     
    TD Group US Holdings LLC
     
    Signature:Salma Salman
    Name/Title:Salma Salman / Senior Vice President & Chief Financial Officer
    Date:08/12/2025
     
    Toronto Dominion Bank
     
    Signature:Christina Petrou
    Name/Title:Christina Petrou / Executive Vice President & Chief Operating Officer
    Date:08/12/2025
    Exhibit Information

    Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of Cycurion, Inc. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: August 12, 2025 TD SECURITIES (USA) LLC By: /s/ Christina Petrou Title: Executive Vice President & Chief Operating Officer TORONTO DOMINION HOLDINGS (USA), INC. By: /s/ Christina Petrou Title: Executive Vice President & Chief Operating Officer TD GROUP US HOLDINGS LLC By: /s/ Salma Salman Title: Senior Vice President & Chief Financial Officer THE TORONTO-DOMINION BANK By: /s/ Christina Petrou Title: Executive Vice President & Chief Operating Officer

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