| Item 1. | |
| (a) | Name of issuer:
Denali Capital Acquisition Corp. |
| (b) | Address of issuer's principal executive
offices:
437 Madison Avenue 27th Floor New York, NEW YORK 10022 |
| Item 2. | |
| (a) | Name of person filing:
TD SECURITIES (USA) LLC
Cowen Financial Products LLC
TD GROUP US HOLDINGS LLC
TORONTO DOMINION BANK
TORONTO DOMINION HOLDINGS USA INC |
| (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, Cowen Financial Products LLC's ("CFP") principal office, and Toronto Dominion Holdings (U.S.A.), Inc.'s ("TDH") principal office is 1 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
Cowen Financial Products LLC - DELAWARE
TD GROUP US HOLDINGS LLC - DELAWARE
TORONTO DOMINION BANK - CANADA (FEDERAL LEVEL)
TORONTO DOMINION HOLDINGS USA INC - DELAWARE |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0001 per share |
| (e) | CUSIP No.:
G6256B106 |
| 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). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
80,000
TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 30,000 shares and CFP has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 50,000 shares.
This schedule is jointly filed by TDS, CFP, TDH, TD GUS and TD Bank. TDH is the sole owner of TDS and a sole, indirect owner of CFP. TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS may be deemed to hold an indirect interest in the shares reported herein by virtue of their ownership of TDS and indirect ownership of CFP.
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:
5.4 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 30000
Cowen Financial Products LLC - 50000
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
TORONTO DOMINION HOLDINGS USA INC - 0
|
| | (ii) Shared power to vote or to direct the
vote:
TD SECURITIES (USA) LLC - 0
Cowen Financial Products LLC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
TORONTO DOMINION HOLDINGS USA INC - 0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
TD SECURITIES (USA) LLC - 30000
Cowen Financial Products LLC - 50000
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
TORONTO DOMINION HOLDINGS USA INC - 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
TD SECURITIES (USA) LLC - 0
Cowen Financial Products LLC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
TORONTO DOMINION HOLDINGS USA INC - 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. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)