Broker-dealer TD Securities holds 7.5% of Embrace Change (EMCGU)

Rhea-AI Filing Summary

TD Securities (USA) LLC reports beneficial ownership of 338,821 ordinary shares of Embrace Change Acquisition Corp (CUSIP G3034H133), representing 7.5% of the class. The filing states that TD Securities has the sole power to vote and the sole power to dispose of these shares.

The statement is filed jointly with Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and Toronto Dominion Bank, which report 0 shares directly but note they may be deemed to have an indirect interest through ownership of TD Securities and disclaim ownership except to the extent of any pecuniary interest. The reporting person certifies the shares are held in the ordinary course of business and not to effect control.

Positive

• Material disclosure of beneficial ownership: TD Securities reports 338,821 shares (7.5% of the class)
• Clear voting/dispositive authority: TD Securities states it has sole voting and sole dispositive power over the reported shares
• Certification of ordinary-course holding: Reporting person certifies shares are held in the ordinary course of business and not to influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: TD Securities discloses a material, non-control 7.5% position (338,821 shares) in Embrace Change Acquisition Corp.

The filing shows a clear, >5% beneficial stake held directly by TD Securities (USA) LLC with sole voting and dispositive authority over 338,821 ordinary shares. For investors this is a material ownership disclosure because it meets the statutory threshold that requires public reporting. The filing also includes a certification that the position is held in the ordinary course of business and not to influence control, which suggests trading or custody-related activity rather than an activist intent. Parent entities report zero direct holdings but note potential indirect interests through the ownership chain.

Corporate Governance Expert

TL;DR: Ownership disclosure is transparent; the filing clarifies control rights and the reporting chain without signaling governance change.

The schedule specifies sole voting and dispositive powers at the broker-dealer level, isolating decision authority within TD Securities (USA) LLC. The joint filing and the disclaimers from Toronto Dominion affiliates are standard for parent-subsidiary reporting structures and serve to limit perceived group control. The attestation that the shares are not held to affect control reduces immediate governance risk from a shareholder-activism perspective. This is a routine but material regulatory disclosure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Embrace Change Acquisition Corp.

(Name of Issuer)

Ordinary shares

(Title of Class of Securities)

G3034H133

(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. 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)

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 338,821.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 338,821.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

338,821.00

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)

7.5 %

12

Type of Reporting Person (See Instructions)

BD

SCHEDULE 13G

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)

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. 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)

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. G3034H133

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: 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);
(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: 338,821 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. TDH, TD GUS and TD Bank 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: 7.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: TD SECURITIES (USA) LLC - 338,821 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 - 338,821 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
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 & 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 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: 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

How many Embrace Change shares does TD Securities (TDS) beneficially own (EMCGU)?

TD Securities (USA) LLC beneficially owns 338,821 ordinary shares, representing 7.5% of the class.

Who has voting and dispositive power over the reported EMCGU shares?

TD Securities (USA) LLC has sole voting power and sole dispositive power over the 338,821 shares.

Do Toronto Dominion parent entities report any direct holdings of EMCGU?

Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and Toronto Dominion Bank report 0 direct shares but note they may be deemed to have an indirect interest through ownership of TD Securities and disclaim ownership except to the extent of any pecuniary interest.

Was the EMCGU position acquired to influence control of the issuer?

No. The filing includes a certification that 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.

What reporting person types are listed for TDS and Toronto Dominion Bank in the filing?

TD Securities (USA) LLC is classified as BD (broker-dealer) and Toronto Dominion Bank is classified as FI (bank) in the filing.