Metalpha Tech SEC Filings

The Toronto-Dominion Bank (TD) is offering senior unsecured Leveraged Capped Buffered S&P 500 Index-Linked Notes, Series H. The notes provide 150% leveraged upside exposure to the S&P 500 Index (SPX) but cap total repayment between $1,145.35 – $1,170.55 per $1,000 note (14.535%–17.055% maximum return). The term is expected to be 17-20 months.

Downside profile: principal is protected only down to a 10% decline in the index. Below the 90% buffer level, holders lose approximately 1.1111% of principal for every 1% additional decline, exposing investors to up to 100% loss of capital.

Key economic terms

• Leverage Factor: 150%
• Buffer Percentage: 10% (Buffer Level = 90% of Initial Level)
• Downside Multiplier: ~111.11%
• Cap Level: 109.69%-111.37% of Initial Level (set on pricing date)
• Initial Estimated Value: $951.30 – $981.30 per $1,000 (below public offering price)
• Denomination/Min Investment: $1,000
• Listing: None (OTC only; TD and affiliates may act as market-makers but are not obliged)

Credit & liquidity considerations: Payments are subject to TD’s credit risk; the notes are not FDIC/CDIC insured. Secondary market liquidity is expected to be limited, and notes may trade at significant discounts, particularly because the internal funding rate used to price the notes is lower than TD’s public funding costs.

Tax & regulatory highlights: TD and investors intend to treat the notes as prepaid derivative contracts for U.S. tax purposes, but alternative treatments are possible. The product is not intended for retail investors in the EEA or UK under PRIIPs/KID rules.

Investor suitability: The notes may appeal to investors seeking enhanced, but capped, equity exposure over a 17-20-month horizon who can tolerate credit risk, illiquidity and the potential for substantial capital loss beyond a 10% S&P 500 decline.