TD Securities (USA) LLC and affiliates have reported a significant ownership stake in Cantor Equity Partners III, Inc. Class A shares. As of the filing, they beneficially own 2,014,227 Class A ordinary shares, representing 7.1% of the class.
Within this total, TD Securities (USA) LLC holds 1,875,000 shares with sole voting and dispositive power, while The Toronto-Dominion Bank holds 139,227 shares with sole voting and dispositive power. The intermediate holding companies report no direct share ownership and may be deemed to have only indirect interests. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Positive
None.
Negative
None.
Insights
TD-related entities disclose a 7.1% passive stake in Cantor Equity Partners III, Inc.
TD Securities (USA) LLC and related Toronto-Dominion entities report beneficial ownership of 2,014,227 Class A ordinary shares of Cantor Equity Partners III, Inc., equal to 7.1% of the class. TDS controls 1,875,000 shares; The Toronto-Dominion Bank controls 139,227 shares.
The structure shows TDS as a direct holder, with Toronto-Dominion Holdings USA Inc., TD Group US Holdings LLC and The Toronto-Dominion Bank as upstream owners. The intermediate entities disclaim direct ownership of TDS’s shares except to the extent of any pecuniary interest.
The filing is made on a Schedule 13G basis, with a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control of the issuer. Future ownership changes above or below key thresholds would typically be reflected in subsequent beneficial ownership reports.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CANTOR EQUITY PARTNERS III, INC.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G1828A108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G1828A108
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
1,875,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,875,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,875,000.00
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)
6.6 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP No.
G1828A108
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 No.
G1828A108
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 No.
G1828A108
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
139,227.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
139,227.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
139,227.00
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)
0.5 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CANTOR EQUITY PARTNERS III, INC.
(b)
Address of issuer's principal executive offices:
110 EAST 59TH STREET, New York, NEW YORK
10022
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.:
G1828A108
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:
2,014,227
TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 1,875,000 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 139,227 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:
7.1 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 1,875,000
Toronto Dominion Holdings USA Inc. - 0
TD Group US Holdings LLC - 0
Toronto Dominion Bank - 139,227
(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 - 1,875,000
Toronto Dominion Holdings USA Inc. - 0
TD Group US Holdings LLC - 0
Toronto Dominion Bank - 139,227
(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:
02/13/2026
Toronto Dominion Holdings USA Inc.
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President and Chief Operating Officer
Date:
02/13/2026
TD Group US Holdings LLC
Signature:
Andre Ramos
Name/Title:
Andre Ramos / US Chief Financial Officer
Date:
02/13/2026
Toronto Dominion Bank
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President and Chief Operating Officer
Date:
02/13/2026
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 Cantor Equity Partners III, 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: February 13, 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
How many Cantor Equity Partners III, Inc. (CAEP) shares do TD entities beneficially own?
TD-related entities beneficially own 2,014,227 Class A ordinary shares of Cantor Equity Partners III, Inc. This stake combines 1,875,000 shares held by TD Securities (USA) LLC and 139,227 shares held by The Toronto-Dominion Bank, according to the Schedule 13G ownership disclosure.
What percentage of Cantor Equity Partners III, Inc. (CAEP) does TD Securities report owning?
The filing reports beneficial ownership of 7.1% of Cantor Equity Partners III, Inc.’s Class A ordinary shares. This percentage is based on 2,014,227 shares, with TD Securities (USA) LLC and The Toronto-Dominion Bank holding the disclosed positions and related entities treated as indirect owners.
Which TD entities directly hold CAEP Class A shares in this Schedule 13G?
TD Securities (USA) LLC directly holds 1,875,000 CAEP Class A shares, and The Toronto-Dominion Bank directly holds 139,227 shares. Intermediate entities Toronto Dominion Holdings USA Inc. and TD Group US Holdings LLC report no direct share ownership in the issuer’s Class A ordinary shares.
Do TD entities have sole or shared voting power over their CAEP shares?
The filing states TD Securities (USA) LLC has sole voting and dispositive power over 1,875,000 CAEP shares, and The Toronto-Dominion Bank has sole voting and dispositive power over 139,227 shares. No shared voting or dispositive power is reported for any of the listed TD entities.
Is the TD stake in Cantor Equity Partners III, Inc. (CAEP) reported as passive?
Yes. The Schedule 13G certification explains the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer, consistent with a passive institutional investor reporting status.
How are Toronto-Dominion’s holding companies treated in this CAEP ownership filing?
Toronto Dominion Holdings USA Inc. and TD Group US Holdings LLC are reported as upstream owners of TD Securities (USA) LLC. They may be deemed to hold indirect interests but disclaim beneficial ownership of TD Securities’ shares except to the extent of any pecuniary interest.
