TD Entities File Joint 13G for DECAU, Report No Beneficial Ownership

Rhea-AI Filing Summary

This joint Schedule 13G/A is filed on behalf of TD Securities (USA) LLC, Cowen Financial Products LLC, Toronto Dominion Holdings (U.S.A.), Inc., TD Group US Holdings LLC and The Toronto-Dominion Bank reporting their position in Denali Capital Acquisition Corp.

The filers state they beneficially own 0 Class A ordinary shares (CUSIP G6256B106), representing 0% of the class, and attach a joint filing agreement and a certification that the securities were not acquired to influence control.

Insights

Financial Analyst

TL;DR: Joint Schedule 13G shows TD-linked entities report zero ownership in DECAU; this is a routine disclosure with no direct market effect.

The filing lists five affiliated reporting persons and confirms 0 shares and 0% ownership of Denali Capital Acquisition Corp Class A ordinary shares (CUSIP G6256B106). The presence of a joint filing agreement and the Item 10 certification indicate this is a coordinated, non-control disclosure. From a market perspective, the declaration of no holdings is neutral because it does not introduce new ownership or control stakes.

Corporate Governance Expert

TL;DR: The filing documents no beneficial holdings and a joint filing agreement; governance implications are limited given the reported zero stake.

The Schedule 13G/A identifies the reporting entities and their organizational jurisdictions (Delaware and Canada) and records that none of the filers holds voting or dispositive power over any Class A shares. The Item 10 certification explicitly states the securities were not acquired to influence control. Governance impact is minimal because no ownership or coordinating action affecting issuer control is reported.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Denali Capital Acquisition Corp.

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G6256B106

(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. G6256B106

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 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)

BD

SCHEDULE 13G

CUSIP No. G6256B106

1

Names of Reporting Persons

Cowen Financial Products 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)

OO

SCHEDULE 13G

CUSIP No. G6256B106

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. G6256B106

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. G6256B106

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: Denali Capital Acquisition Corp.
(b)	Address of issuer's principal executive offices: 437 MADISON AVENUE, 27TH FLOOR, NEW YORK, NEW YORK 10022
Item 2.
(a)	Name of person filing: TD SECURITIES (USA) LLC Cowen Financial Products 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, Cowen Financial Products LLC's ("CFP") principal office, and Toronto Dominion Holdings (U.S.A.), Inc.'s ("TDH") principal office is 1 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 Cowen Financial Products 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.: G6256B106
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: 0
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: TD SECURITIES (USA) LLC - 0 Cowen Financial Products LLC - 0 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 Cowen Financial Products 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 - 0 Cowen Financial Products LLC - 0 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 Cowen Financial Products 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 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

Cowen Financial Products LLC

Signature:	John Holmes
Name/Title:	John Holmes / 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 ordinary shares of Denali Capital 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 and Chief Operating Officer Cowen Financial Products LLC By: /s/John Holmes Title: Chief Operating Officer TORONTO DOMINION HOLDINGS (USA), INC. By: /s/ Christina Petrou Title: Executive Vice President and 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 and Chief Operating Officer

FAQ

Who filed the Schedule 13G/A for Denali Capital (DECAU)?

The filing is by TD Securities (USA) LLC, Cowen Financial Products LLC, Toronto Dominion Holdings (U.S.A.), Inc., TD Group US Holdings LLC and The Toronto-Dominion Bank.

How many Class A shares of Denali Capital (DECAU) do the filers report owning?

The filers report owning 0 Class A ordinary shares and therefore 0% of the class.

What is the CUSIP for the Class A ordinary shares reported in this filing?

The CUSIP listed in the filing is G6256B106.

Does the filing indicate any intent to influence control of Denali Capital (DECAU)?

No. The filing includes a certification stating the securities were not acquired and are not held to change or influence control.

Is there a joint filing agreement among the reporting persons?

Yes. The document includes an exhibit titled a Joint Filing Agreement executed by the named reporting persons.