TD Securities (USA) LLC and affiliated Toronto Dominion entities disclosed beneficial ownership of 94,829 Class A ordinary shares of Gesher Acquisition Corp. II, representing 0.6% of the class. The filing states that TD Securities has the sole power to vote and to dispose of these shares while its parent entities—Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC and Toronto Dominion Bank—may be deemed to hold an indirect interest but disclaim direct ownership.
The position is reported as ownership of 5% or less and the filing certifies the shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control. The disclosure is made via a joint filing agreement among the four reporting entities.
Positive
Full disclosure of beneficial ownership: the filing specifies 94,829 shares (0.6%) held and details voting and dispositive powers.
Clear governance allocation: TD Securities is reported to have sole voting and dispositive power, with parent entities disclaiming direct ownership except for pecuniary interest.
Negative
None.
Insights
TL;DR: A small, disclosed position of 94,829 shares (0.6%) held and controlled by TD Securities; immaterial to control.
The Schedule 13G shows a clearly documented, passive holding under 5%, with TDS holding sole voting and dispositive power. From an investor-impact perspective this is neutral: the stake is too small to be material to Gesher Acquisition Corp. II's control or strategic direction. The filing increases transparency about ownership structure and confirms acquisition in the ordinary course of business, reducing concerns about activist intentions.
TL;DR: Joint filing clarifies ownership chain and voting authority; no governance change implied by a 0.6% stake.
The document provides governance-relevant detail: a joint filing agreement among TD Securities, its holding companies and TD Bank, and a statement that parents disclaim direct ownership except for pecuniary interest. This delineation of sole vs indirect power and the explicit disclaimer are standard governance disclosures and indicate no group formation to influence issuer control.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Gesher Acquisition Corp. II
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G3852D107
(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.
G3852D107
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
94,829.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
94,829.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
94,829.00
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)
0.6 %
12
Type of Reporting Person (See Instructions)
BD
SCHEDULE 13G
CUSIP No.
G3852D107
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.
G3852D107
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.
G3852D107
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:
Gesher Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
HAGAG TOWERS NORTH TOWER, FLOOR 24 HAARBA 28, TEL AVIV, ISRAEL
000000
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.:
G3852D107
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:
94,829
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:
0.6 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 94,829
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 - 94,829
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:
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 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 Gesher Acquisition Corp. II 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 & Chief Financial Officer
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
How many Gesher Acquisition Corp. II shares does TD Securities (USA) LLC report owning (GSHRW)?
The filing reports 94,829 Class A ordinary shares, representing 0.6% of the class.
Does TD Securities have voting authority over the shares reported in the Schedule 13G/A?
Yes. The filing states TD Securities (USA) LLC has sole power to vote and sole dispositive power over the 94,829 shares.
Are the Toronto Dominion parent entities reported as owning the shares directly?
No. Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC and Toronto Dominion Bank are listed as having an indirect interest by ownership of TD Securities and disclaim direct ownership except for pecuniary interest.
Is this ownership considered material under SEC rules?
No. The filing classifies the position as ownership of 5 percent or less of a class, indicating it is below the 5% reporting threshold for Section 13(d) control concerns.
Was the position acquired to influence control of the issuer?
The certification in the filing states 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.
