[SCHEDULE 13G] Plutonian Acquisition Corp. II Passive Investment Disclosure (>5%)
TD Securities reports 6.8% stake in Plutonian Acquisition
TD Securities (USA) LLC, together with certain Toronto-Dominion affiliates, reports beneficial ownership of 773,603 Class A ordinary shares of Plutonian Acquisition Corp II.
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TD Securities (USA) LLC, together with certain Toronto-Dominion affiliates, reports beneficial ownership of 773,603 Class A ordinary shares of Plutonian Acquisition Corp II. This represents 6.8% of the Class A shares, based on 633,837 Class A shares issued and outstanding without redemption rights plus 10,750,000 Class A shares issued, outstanding and subject to possible redemption, in each case as of May 31, 2026 as reported by the company.
TD Securities (USA) LLC holds sole voting and sole dispositive power over all 773,603 shares; the other reporting entities (Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC and The Toronto-Dominion Bank) report no direct voting or dispositive power and may be deemed to have only an indirect interest through their ownership of TD Securities (USA) LLC. These parent entities expressly disclaim beneficial ownership except to the extent of any pecuniary interest.
Key Figures
Beneficially owned shares:773,603 sharesOwnership percentage:6.8 %Non-redeemable shares outstanding:633,837 shares+2 more
5 metrics
Beneficially owned shares773,603 sharesClass A ordinary shares of Plutonian Acquisition Corp II reported by TD Securities (USA) LLC
Ownership percentage6.8 %Percentage of Plutonian Acquisition Corp II Class A shares beneficially owned
Non-redeemable shares outstanding633,837 sharesClass A ordinary shares issued and outstanding without redemption rights as of May 31, 2026
Redeemable shares outstanding10,750,000 sharesClass A ordinary shares issued, outstanding and subject to possible redemption as of May 31, 2026
Par value per share$0.0001 per sharePar value of Plutonian Acquisition Corp II Class A ordinary shares
Key Terms
beneficially owned, sole dispositive power, Schedule 13G, pecuniary interest, +1 more
5 terms
beneficially ownedfinancial
"Amount beneficially owned: 773,603 TDS has the sole power to vote"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerfinancial
"TDS has the sole power to vote or direct the vote and the sole dispositive power"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13Gregulatory
"This schedule is jointly filed by TDS, TDH, TD GUS and TD Bank."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
pecuniary interestfinancial
"disclaims ownership of the shares reported herein except to the extent of its pecuniary interest therein"
Rule 13d-1(k)regulatory
"in accordance with Rule 13d-1(k) , as amended."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Plutonian Acquisition Corp II (PLUN) does TD Securities (USA) LLC report owning?
TD Securities (USA) LLC reports beneficial ownership of 6.8% of Plutonian Acquisition Corp II’s Class A ordinary shares, based on the company’s share count as of May 31, 2026 as reported in its Form 10-Q filed July 15, 2026.
How many Plutonian Acquisition Corp II (PLUN) shares does TD Securities (USA) LLC beneficially own?
TD Securities (USA) LLC reports beneficial ownership of 773,603 Class A ordinary shares of Plutonian Acquisition Corp II, with sole voting and sole dispositive power over all of these shares according to the Schedule 13G filing.
Which Toronto-Dominion entities are included in the Plutonian Acquisition Corp II (PLUN) Schedule 13G filing?
The filing lists TD Securities (USA) LLC, Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank, with the latter three deemed indirect owners through their ownership chain above TD Securities (USA) LLC.
Do the Toronto-Dominion parent entities claim beneficial ownership of Plutonian Acquisition Corp II (PLUN) shares?
The parent entities disclaim beneficial ownership of the Plutonian Acquisition Corp II shares reported, except to the extent of any pecuniary interest, while acknowledging they may be deemed to hold an indirect interest through ownership of TD Securities (USA) LLC.
How is the 6.8% ownership in Plutonian Acquisition Corp II (PLUN) calculated in the Schedule 13G?
The 6.8% is based on 633,837 Class A shares outstanding without redemption rights plus 10,750,000 Class A shares outstanding and subject to possible redemption, all as of May 31, 2026, as reported by Plutonian in its Form 10-Q.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Plutonian Acquisition Corp II
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G71382124
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G71382124
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
773,603.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
773,603.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
773,603.00
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)
6.8 %
12
Type of Reporting Person (See Instructions)
BD
Comment for Type of Reporting Person: The percentage set forth herein is based on 633,837 Class A ordinary shares issued and outstanding without redemption rights, plus 10,750,000 Class A ordinary shares issued and outstanding and subject to possible redemption, in each case as of May 31, 2026, as reported by the Issuer in its Quarterly Report on form 10-Q, filed with the Securities and Exchange Commission on July 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
G71382124
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 Number(s):
G71382124
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 Number(s):
G71382124
1
Names of Reporting Persons
The 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:
Plutonian Acquisition Corp II
(b)
Address of issuer's principal executive offices:
1216 BROADWAY, NEW YORK, NEW YORK
10001
Item 2.
(a)
Name of person filing:
TD SECURITIES (USA) LLC
Toronto Dominion Holdings USA Inc.
TD Group US Holdings LLC
The 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 (USA), 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 The 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
The Toronto-Dominion Bank - CANADA (FEDERAL LEVEL)
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G71382124
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:
773,603
TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of such 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:
6.8 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 773,603
Toronto Dominion Holdings USA Inc. - 0
TD Group US Holdings LLC - 0
The 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
The Toronto-Dominion Bank - 0
(iii) Sole power to dispose or to direct the disposition of:
TD SECURITIES (USA) LLC - 773,603
Toronto Dominion Holdings USA Inc. - 0
TD Group US Holdings LLC - 0
The 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
The Toronto-Dominion Bank - 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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:
08/12/2026
Toronto Dominion Holdings USA Inc.
Signature:
/s/ Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
08/12/2026
TD Group US Holdings LLC
Signature:
/s/ Andre Ramos
Name/Title:
Andre Ramos / US Chief Financial Officer
Date:
08/12/2026
The Toronto-Dominion Bank
Signature:
/s/ Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
08/12/2026
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 Plutonian 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, 2026
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/ Andre Ramos
Title: US Chief Financial Officer
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
