TD Entities File Joint 13G/A Reporting 3.8% Stake in Charlton Aria (CHARU)

Rhea-AI Filing Summary

Charlton Aria Acquisition Corp: TD Securities (USA) LLC reports beneficial ownership of 339,967 Class A ordinary shares of Charlton Aria Acquisition Corp, representing 3.8% of the class. The filing shows TD Securities has sole voting and sole dispositive power over those shares. Related Toronto Dominion entities are included in a joint filing; the other entities report minimal or no aggregate beneficial ownership. The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

• TD Securities reports clear, specific disclosure of 339,967 shares and a 3.8% stake, improving transparency for investors
• Filing includes a joint filing agreement and certification that the holdings are passive and held in the ordinary course

Negative

• None.

Insights

Securities Analyst

TD Securities reports a passive 3.8% stake (339,967 shares); filing states no intent to influence control.

The Schedule 13G/A identifies TD Securities (USA) LLC as beneficial owner of 339,967 Class A shares (3.8%) with sole voting and dispositive power. The filing is presented as a joint filing among several Toronto Dominion entities and includes a certification that holdings are held in the ordinary course and not to change or influence control. Because the position is reported on a 13G/A with an explicit passive certification, the disclosure signals a reported passive stake rather than an activist intent.

Corporate Governance Expert

Joint filing and certification indicate coordinated, compliant reporting of a sub-5% passive stake by TD-related entities.

The document includes a joint filing agreement among TD Securities (USA) LLC, Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC, and Toronto Dominion Bank, demonstrating internal coordination on SEC disclosure. Signatories include senior TD officers certifying accuracy and the passive nature of the holdings. The report identifies sole voting and dispositive power for TD Securities over the disclosed shares while other TD entities report zero or de minimis holdings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Charlton Aria Acquisition Corp

(Name of Issuer)

Class A ordinary shares, $0.0001 par value

(Title of Class of Securities)

G9877L107

(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:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G9877L107

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 339,967.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 339,967.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

339,967.00

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)

3.8 %

12

Type of Reporting Person (See Instructions)

BD

SCHEDULE 13G

CUSIP No. G9877L107

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 2.00
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. G9877L107

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. G9877L107

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 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)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Charlton Aria Acquisition Corp
(b)	Address of issuer's principal executive offices: 419 WEBSTER ST, MONTEREY, CALIFORNIA 93940
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, $0.0001 par value
(e)	CUSIP No.: G9877L107
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: 339,967
(b)	Percent of class: 3.8 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: TD SECURITIES (USA) LLC - 339,967 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 - 339,967 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.
	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:	/s/ Christina Petrou
Name/Title:	Christina Petrou / Executive Vice President & Chief Operating Officer
Date:	08/12/2025

Toronto Dominion Holdings (USA) Inc

Signature:	/s/ Christina Petrou
Name/Title:	Christina Petrou / Executive Vice President & Chief Operating Officer
Date:	08/12/2025

TD Group US Holdings LLC

Signature:	/s/ Salma Salman
Name/Title:	Salma Salman / Senior Vice President and Chief Financial Officer
Date:	08/12/2025

Toronto Dominion Bank

Signature:	/s/ 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 ordinary shares of Charlton Aria 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: 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 and Chief Financial Officer THE TORONTO-DOMINION BANK By: /s/ Christina Petrou Title: Executive Vice President & Chief Operating Officer

FAQ

What stake did TD Securities (USA) LLC report in CHARU?

TD Securities (USA) LLC reported beneficial ownership of 339,967 Class A shares, representing 3.8% of the class.

Does the filing state the holdings are intended to influence control of CHARU (symbol CHARU)?

No. The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Which Toronto Dominion entities joined the Schedule 13G/A filing for CHARU?

The joint filing names TD Securities (USA) LLC, Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC, and Toronto Dominion Bank.

Does any related TD entity report ownership other than TD Securities in this filing?

Other TD entities reported zero or de minimis aggregate beneficial ownership; one entity lists sole dispositive power over 2 shares but reports an aggregate beneficial ownership of 0.

What class of security and CUSIP does this Schedule 13G/A cover?

It covers Class A ordinary shares, $0.0001 par value of Charlton Aria Acquisition Corp, CUSIP G9877L107.