[144] zSpace, Inc. Common stock SEC Filing

Rhea-AI Filing Summary

The Toronto-Dominion Bank (TD) is offering two-year, market-linked “Capped Notes with Absolute Return Buffer” referenced to the MSCI® Emerging Markets Index (MXEF) and maturing in July 2027. The unsecured senior notes are issued in $10 units and provide:

• Upside Participation: 1-to-1 exposure to any Index increase, capped at a maximum return of 18.00%-22.00% (final cap set on the pricing date). The Capped Value will equal $11.80-$12.20 per unit.
• 10% Absolute Return Buffer: If the Index ends 0-10% below the Starting Value, investors receive a positive return equal to the absolute Index decline (e.g., –5% Index change → +5% note return).
• Downside Risk: If the Index falls more than 10%, losses are 1-for-1 beyond that threshold, exposing up to 90% of principal.
• No interim coupons or dividends; all cash flows occur at maturity and depend on TD’s credit.
• Pricing & Costs: Public offering price $10.00; underwriting discount $0.20 (reduced to $0.15 for ≥300,000 units); embedded hedging charge $0.05. The initial estimated value is $9.192-$9.492, below issue price.
• Liquidity: No exchange listing and limited secondary market making by BofA Securities (BofAS) and Merrill Lynch Pierce Fenner & Smith (MLPF&S).

Key terms include a 90% Threshold Value, 100% Participation Rate and five-day Maturity Valuation Period. BofAS and TD will act as joint calculation agents.

Principal risks detailed in the term sheet:

• Potential loss of up to 90% of invested principal.
• Return is limited by the cap and by the buffer mechanics; comparable direct equity positions could outperform.
• Secondary market prices are expected to be below the public offering price and may be materially below the initial estimated value.
• Payments are subject to TD’s credit; the notes are not CDIC or FDIC insured.
• Complex tax treatment for U.S. and non-U.S. holders; outcome is uncertain.
• Conflicts of interest may arise from TD and BofAS hedging, market-making and calculation-agent roles.
• Additional emerging-market and geopolitical risks affecting MXEF constituents.

The document is Amendment No. 1 to the preliminary term sheet dated 1 July 2025 and supersedes the original version.

Positive

• 10% absolute return buffer provides limited protection and can convert moderate Index declines into positive note returns.
• Full 1-for-1 upside participation until the cap allows investors to capture modest emerging-market rallies.
• Short two-year tenor reduces duration risk versus longer-dated structured products.
• Volume discount lowers issue price to $9.95 for transactions ≥300,000 units.

Negative

• Principal at risk: Index declines beyond 10% generate dollar-for-dollar losses, up to a 90% loss of capital.
• Upside capped at 18-22%; direct MXEF exposure could outperform in strong markets.
• Initial estimated value ($9.192-$9.492) is below the $10 offer price, embedding 5-8% costs on day one.
• No periodic interest or dividends; opportunity cost versus conventional debt or equity income.
• Limited secondary liquidity and expected bid-offer discounts expose holders to exit risk.
• Credit exposure to TD; note holders rank as unsecured creditors and notes are not insured.
• Complex and uncertain tax treatment for both U.S. and non-U.S. investors.
• Emerging-market specific risks (regulatory changes, currency moves, geopolitical events) may heighten volatility.

Insights

Structured Products Analyst

TL;DR Cap limits upside to ~22%, buffer covers only first 10% decline; investors face unsecured TD credit and illiquidity risk.

The notes offer synthetic exposure to emerging-market equities with modest upside potential (18-22%) and a narrow 10% “absolute” buffer on the downside. While the structure appeals to investors expecting range-bound performance, the risk profile is asymmetric: gains halt at ~22%, but losses extend to –90%. The initial estimated value is 5-8% below issue price, reflecting selling concessions, funding spread and a $0.05 hedging charge. Secondary liquidity is dealer-driven and may be thin, so holders should be prepared to stay until maturity. From an issuer perspective, this is routine funding and immaterial to TD’s equity story. For purchasers, careful suitability analysis is essential, especially given tax and emerging-market headline risks.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	1328	3995.95	22881681	07/03/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/02/2025	Restricted Stock Vesting	Issuer			1328	07/02/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is the maximum return on TD's Capped Notes linked to MSCI Emerging Markets Index?

The notes cap total return at 18.00%-22.00%, translating to a Capped Value of $11.80-$12.20 per $10 unit.

How does the 10% absolute return buffer work for these TD notes (symbol TD)?

If the Index finishes up to 10% below the Starting Value, holders receive a positive return equal to that decline; deeper drops trigger losses.

Can I lose my principal investing in the TD 2027 Capped Notes?

Yes. Declines beyond 10% in the Index reduce repayment 1-for-1, exposing up to 90% principal loss at maturity.

Are the TD Capped Notes FDIC or CDIC insured?

No. The notes are unsecured obligations of TD and are not insured by the FDIC, CDIC or any government agency.

Is there a secondary market for these TD structured notes?

BofAS and MLPF&S may make markets, but listing is absent and liquidity is limited; resale prices may be well below face value.

Why is the initial estimated value below the $10 offering price?

The $9.192-$9.492 estimate reflects TD’s funding spread, a $0.20 underwriting discount and a $0.05 hedging charge embedded in the structure.