| Item 1. | |
| (a) | Name of issuer:
CXApp Inc. |
| (b) | Address of issuer's principal executive
offices:
FOUR PALO ALTO SQUARE, SUITE 200
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA
94306 |
| Item 2. | |
| (a) | Name of person filing:
TD SECURITIES (USA) LLC
COWEN AND COMPANY, 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 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 AND COMPANY, LLC - DELAWARE
TORONTO DOMINION HOLDINGS USA INC - DELAWARE
TD GROUP US HOLDINGS LLC - UNKNOWN
TORONTO DOMINION BANK - CANADA (FEDERAL LEVEL) |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
23248B109 |
| 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:
909,800 |
| (b) | Percent of class:
5.2 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 909,800
COWEN AND COMPANY, LLC - 0
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
COWEN AND COMPANY, 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 - 909,800
COWEN AND COMPANY, LLC - 0
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
COWEN AND COMPANY, 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. |
| | |
| 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
|
