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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Embrace Change Acquisition Corp. (Name of Issuer) |
Ordinary shares (Title of Class of Securities) |
G3034H133 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G3034H133 |
| 1 | Names of Reporting Persons
TD SECURITIES (USA) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
240,719.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BD |
SCHEDULE 13G
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| CUSIP No. | G3034H133 |
| 1 | Names of Reporting Persons
TORONTO DOMINION HOLDINGS USA INC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. | G3034H133 |
| 1 | Names of Reporting Persons
TD Group US Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13G
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| CUSIP No. | G3034H133 |
| 1 | Names of Reporting Persons
Toronto Dominion Bank | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
BK |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Embrace Change Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
5186 Carroll Canyon Rd
San Diego, CALIFORNIA
92121 | |
| 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:
Ordinary shares | |
| (e) | CUSIP No.:
G3034H133 | |
| 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) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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);
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| (j) | 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) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
240,719
TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of these shares.
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. TD Bank, TDH, and TD GUS 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:
5.3 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 240,719
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 - 240,719
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
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| 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
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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Exhibit Information
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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 ordinary shares of Embrace Change Acquisition Corp. 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: February 11, 2025
TD SECURITIES (USA) LLC
By: /s/ Christina Petrou
Title: Vice President & Chief Operating Officer
TORONTO DOMINION HOLDINGS (USA), INC.
By: /s/ Christina Petrou
Title: Vice President & Chief Operating Officer
TD GROUP US HOLDINGS LLC
By: /s/ Romina McMahon
Title: Deputy Controller
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Vice President & Chief Operating Officer
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