[SCHEDULE 13G/A] BTC Development Corp. Amended Passive Investment Disclosure
TD group reports 1.695M shares (6.5%) in BTC Development
BTC Development Corp. ownership disclosure: A group led by TD Securities (USA) LLC reports beneficial ownership of 1,695,100 shares of Class A ordinary shares, representing 6.5% of the class as reported with an as of date of 03/31/2026.
BTC Development Corp. ownership disclosure: A group led by TD Securities (USA) LLC reports beneficial ownership of 1,695,100 shares of Class A ordinary shares, representing 6.5% of the class as reported with an as of date of 03/31/2026.
The filing shows TD Securities (USA) LLC has sole voting and dispositive power over 495,100 shares and Toronto Dominion Bank has sole voting and dispositive power over 1,200,000 shares. The statement is jointly filed by TDS, Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and Toronto Dominion Bank under a joint filing agreement.
Positive
None.
Negative
None.
Insights
Joint disclosure clarifies indirect and direct voting/control split within the TD group.
The filing identifies a total beneficial position of 1,695,100 shares (03/31/2026), with 495,100 shares under the sole voting/dispositive control of TD Securities (USA) LLC and 1,200,000 shares under the sole voting/dispositive control of Toronto Dominion Bank. The names and ownership chain (TDS → TDH → TD GUS → TD Bank) are disclosed with customary disclaimers of group ownership.
Future filings may show changes in voting or disposition if any of the reporting persons trade; the joint filing agreement documents coordinated reporting but includes disclaimers about group status.
Position size is disclosed but not presented as a change in holdings or a transaction.
The statement reports beneficial ownership equal to 6.5% of the Class A shares as of 03/31/2026. The filing is an ownership schedule amendment and does not disclose purchases, sales, or cash‑flow treatment in this excerpt.
Market impact depends on subsequent trading activity by the holders; the filing itself is an ownership snapshot rather than a transactional announcement.
Key Figures
Beneficially owned:1,695,100 sharesPercent of class:6.5%TDS sole voting power:495,100 shares+1 more
4 metrics
Beneficially owned1,695,100 sharesas of <date>03/31/2026</date>
Percent of class6.5%Class A ordinary shares
TDS sole voting power495,100 sharesTD Securities (USA) LLC sole voting/dispositive power
TD Bank sole voting power1,200,000 sharesToronto Dominion Bank sole voting/dispositive power
Key Terms
Schedule 13G/A, beneficially owned, sole dispositive power, joint filing agreement
4 terms
Schedule 13G/Aregulatory
"Amendment No. 1 ) BTC Development Corp. Class A ordinary shares"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedregulatory
"Amount beneficially owned: 1,695,100"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"sole power to dispose or to direct the disposition of: 495,100"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
joint filing agreementregulatory
"JOINT FILING AGREEMENT This will confirm the agreement by and among"
FAQ
What stake does TD report in BTC Development Corp. (BDCI)?
TD reports beneficial ownership of 1,695,100 shares, equal to 6.5% of the Class A ordinary shares as of 03/31/2026. The filing aggregates direct and indirect interests across four related entities.
How many shares does TD Securities (USA) LLC control directly?
TD Securities (USA) LLC has sole voting and dispositive power over 495,100 shares. The filing lists specific sole-control figures for the related reporting persons.
What portion does Toronto Dominion Bank control in the filing?
Toronto Dominion Bank is shown with sole voting and dispositive power over 1,200,000 shares, representing a component of the total 1,695,100 shares reported by the group.
Does this filing indicate TD is acting as a controlling group for BDCI?
The filing is a joint Schedule 13G/A and includes customary disclaimers: the reporting persons disclaim group membership except as required by ownership rules, and the joint filing agreement governs coordinated reporting.
What is the relevant reporting date for the ownership figures?
The ownership figures are presented with an as of reference of 03/31/2026, which anchors the disclosed beneficial ownership totals in the filing excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BTC Development Corp.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G0701G109
(CUSIP Number)
03/31/2026
(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)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G0701G109
1
Names of Reporting Persons
TD SECURITIES (USA) LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
495,100.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
495,100.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
495,100.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.9 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP Number(s):
G0701G109
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)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
G0701G109
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)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
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)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
G0701G109
1
Names of Reporting Persons
Toronto Dominion Bank
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,200,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,200,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BTC Development Corp.
(b)
Address of issuer's principal executive offices:
2929 ARCH STREET, SUITE 1703, PHILADELPHIA, PENNSYLVANIA
19104
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:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP No.:
G0701G109
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Bank
Item 4.
Ownership
(a)
Amount beneficially owned:
1,695,100
TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 495,100 of these shares and TD Bank has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 1,200,000 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. TDH, TD GUS and TD Bank may be deemed to hold an indirect interest in the shares reported herein by TDS by virtue of their ownership of TDS.
Each of TDH, TD GUS and TD Bank disclaims ownership of the shares reported herein by TDS 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:
6.5 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 495,100
Toronto Dominion Holdings USA Inc. - 0
TD Group US Holdings LLC - 0
Toronto Dominion Bank - 1,200,000
(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 - 495,100
Toronto Dominion Holdings USA Inc. - 0
TD Group US Holdings LLC - 0
Toronto Dominion Bank - 1,200,000
(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.
Not Applicable
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 and Chief Operating Officer
Date:
05/15/2026
Toronto Dominion Holdings USA Inc.
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President and Chief Operating Officer
Date:
05/15/2026
TD Group US Holdings LLC
Signature:
Andre Ramos
Name/Title:
Andre Ramos / US Chief Financial Officer
Date:
05/15/2026
Toronto Dominion Bank
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President and Chief Operating Officer
Date:
05/15/2026
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 ordinary shares of BTC Development 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.
May 15, 2026
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/ Andre Ramos
Title: US Chief Financial Officer
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
