0001924868 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:BeamRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:IndirectInvestmentInBeamRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:BeamTradingRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:BEAMPerformanceRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:LimitedOperatingHistoryRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:BiotechnologyIndustryRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:SingleIssuerRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:ConcentrationRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:BiotechnologyIndustryRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:DerivativesRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:SwapAgreementsMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:OptionsContractsMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:LeverageRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:CounterpartyRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:CompoundingAndMarketVolatilityRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:EconomicAndMarketRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:EtfRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:CashRedemptionRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:CostsOfBuyingOrSellingSharesMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:SharesMayTradeAtPricesOtherThanNavMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:TradingMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:HighPortfolioTurnoverRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:ManagementRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:MoneyMarketInstrumentRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:NewFundRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member oef:RiskNondiversifiedStatusMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:OperationalRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:TaxRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member defiance:USGovernmentandUSAgencyObligationsRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:SbetRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:IndirectInvestmentInSbetRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:SbetTradingRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:SBETPerformanceRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:LimitedOperatingHistoryRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:HotelsRestaurantsAndLeisureRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:SingleIssuerRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:ConcentrationRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:HotelsRestaurantsAndLeisureIndustryRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:DerivativesRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:SwapAgreementsMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:OptionsContractsMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:LeverageRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:CounterpartyRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:CompoundingAndMarketVolatilityRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:EconomicAndMarketRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:EtfRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:CashRedemptionRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:CostsOfBuyingOrSellingSharesMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:SharesMayTradeAtPricesOtherThanNavMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:TradingMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:HighPortfolioTurnoverRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:ManagementRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:MoneyMarketInstrumentRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:NewFundRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member oef:RiskNondiversifiedStatusMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:OperationalRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:TaxRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member defiance:USGovernmentandUSAgencyObligationsRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:OpenRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:IndirectInvestmentInOpenRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:OpenTradingRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:OPENPerformanceRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:LimitedOperatingHistoryRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:RealEstateManagementAndDevelopmentIndustryRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:SingleIssuerRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:ConcentrationRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:RealEstateManagementAndDevelopmentIndustryRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:DerivativesRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:SwapAgreementsMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:OptionsContractsMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:LeverageRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:CounterpartyRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:CompoundingAndMarketVolatilityRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:EconomicAndMarketRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:EtfRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:CashRedemptionRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:CostsOfBuyingOrSellingSharesMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:SharesMayTradeAtPricesOtherThanNavMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:TradingMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:HighPortfolioTurnoverRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:ManagementRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:MoneyMarketInstrumentRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:NewFundRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member oef:RiskNondiversifiedStatusMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:OperationalRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:TaxRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member defiance:USGovernmentandUSAgencyObligationsRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:EoseRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:IndirectInvestmentInEoseRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:EoseTradingRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:EOSEPerformanceRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:LimitedOperatingHistoryRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:InsolvencyAndBankruptcyRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:ElectricalEquipmentIndustryRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:SingleIssuerRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:ConcentrationRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:ElectricalEquipmentIndustryRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:DerivativesRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:SwapAgreementsMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:OptionsContractsMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:LeverageRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:CounterpartyRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:CompoundingAndMarketVolatilityRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:EconomicAndMarketRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:EtfRisksMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:CashRedemptionRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:CostsOfBuyingOrSellingSharesMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:SharesMayTradeAtPricesOtherThanNavMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:TradingMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:HighPortfolioTurnoverRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:ManagementRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:MoneyMarketInstrumentRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:NewFundRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member oef:RiskNondiversifiedStatusMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:OperationalRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:TaxRiskMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member defiance:USGovernmentandUSAgencyObligationsRiskMember 2025-10-29 2025-10-29 0001924868 defiance:C000265242Member 2025-10-29 2025-10-29 0001924868 defiance:C000265245Member 2025-10-29 2025-10-29 0001924868 defiance:C000265244Member 2025-10-29 2025-10-29 0001924868 defiance:C000265243Member 2025-10-29 2025-10-29 0001924868 defiance:S000096407Member oef:RiskLoseMoneyMember 2025-10-29 2025-10-29 0001924868 defiance:S000096410Member oef:RiskLoseMoneyMember 2025-10-29 2025-10-29 0001924868 defiance:S000096409Member oef:RiskLoseMoneyMember 2025-10-29 2025-10-29 0001924868 defiance:S000096408Member oef:RiskLoseMoneyMember 2025-10-29 2025-10-29 iso4217:USD shares iso4217:USD shares pure false 485BPOS 0001924868 2025-10-29 N-1A TIDAL TRUST II 2025-10-29 DEFIANCE Leveraged Long BEAM ETF – FUND SUMMARY Investment Objective The Defiance Leveraged Long BEAM ETF (the “Fund”) seeks long-term capital appreciation. Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <div id="xdx_A8A_eoef--AnnualFundOperatingExpensesTableTextBlock_znWkcOETHjx8"></div> <table cellpadding="0" cellspacing="0" id="xdx_A5B_dU_zVq9s8Aeom4l" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Annual Fund Operating Expenses"> <tr style="vertical-align: bottom"> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td id="xdx_49E_20251029__20251029__oef--ClassAxis__custom--C000265242Member_zXfPkdqNQRTk" style="-sec-ix-redline: true; text-align: center"> </td></tr> <tr id="xdx_40E_eoef--ManagementFeesOverAssets_dpn_z5AKMxKaN6jf" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; width: 94%; padding-left: 9pt; text-align: justify">Management Fees(1)</td> <td style="-sec-ix-redline: true; width: 1%; text-align: justify"> </td> <td style="-sec-ix-redline: true; width: 5%; text-align: center">1.49%</td></tr> <tr id="xdx_400_eoef--DistributionAndService12b1FeesOverAssets_dpn_zHshPMh3lmkc" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; padding-left: 9pt; text-align: justify">Distribution and Service (12b-1) Fees</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="-sec-ix-redline: true; text-align: center">0.00%</td></tr> <tr id="xdx_400_eoef--OtherExpensesOverAssets_dpn_zAKhYDyFVSW2" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; padding-left: 9pt; text-align: justify">Other Expenses(2)</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">0.02%</td></tr> <tr id="xdx_40A_eoef--ExpensesOverAssets_dpn_z3fZOJBdEBbe" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; text-align: justify">Total Annual Fund Operating Expenses</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">1.51%</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%">(1)</td> <td id="xdx_F17_z74kuyr2S1Z9" style="width: 98%; text-align: justify">Under the Fund’s investment advisory agreement, in exchange for a single unitary management fee from the Fund, the Fund’s adviser has agreed to pay all expenses incurred by the Fund, except for its advisory fee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%">(2)</td> <td id="xdx_F12_ziJ3nL0j6cS2" style="width: 98%">Based on estimated amounts for the current fiscal year.</td></tr> </table> 0.0149 0.0000 0.0002 0.0151 Based on estimated amounts for the current fiscal year. Expense Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <div id="xdx_A8F_eoef--ExpenseExampleWithRedemptionTableTextBlock_zY9fYNOJ8ca7"></div> <table cellpadding="0" cellspacing="0" id="xdx_A51_dU_zSr3JTmzkYud" style="font: 10pt Times New Roman, Times, Serif; width: 100%" summary="xdx: Disclosure - Expense Example"> <tr style="vertical-align: bottom"> <td id="xdx_488_eoef--ExpenseExampleYear01_zFD4jpUwc9Bb" style="border-top: black 1pt solid; -sec-ix-redline: true; width: 50%; text-align: center">1 Year</td> <td id="xdx_489_eoef--ExpenseExampleYear03_zKNncCyP4ioe" style="border-top: black 1pt solid; -sec-ix-redline: true; width: 50%; text-align: center">3 Years</td></tr> <tr id="xdx_410_20251029__20251029__oef--ClassAxis__custom--C000265242Member_zGZNplx0bcmh" style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">$154</td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">$477</td></tr> </table> 154 477 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in total annual fund operating expenses or in the Example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available. Principal Investment Strategies The Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective by entering into derivatives transactions (i.e., swap agreements and options contracts) to gain long exposure to Beam Therapeutics Inc. (“BEAM,” or the “Underlying Security”). The Fund uses leverage to seek to provide daily returns of approximately 150% to 200% of the performance of BEAM, before fees and expenses. Although the Fund’s leverage will vary, its base, daily target leverage level will be approximately 200%. The Adviser will determine the Fund’s actual leverage level based on market conditions and other factors described below. For example, if volatility in BEAM increases significantly, the Fund may adjust its leverage level to seek to manage risk. Leverage adjustments may also be influenced by operational considerations, such as the availability and cost of derivatives, regulatory constraints, or the overall liquidity of the Underlying Security and associated derivatives markets. The Fund’s approach to leverage allows it to remain responsive to market conditions while striving to achieve its stated investment objective. If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve daily investment results, before fees and expenses, that correspond to 150% to 200% the performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund’s actual leverage levels may differ substantially from its intended leverage target range, both intraday and at the close of trading, potentially resulting in significantly lower returns. The Fund employs leverage to enhance the total return of its long exposure to the Underlying Security. Under normal market conditions, the Fund’s daily exposure to the Underlying Security is expected to range from approximately 150% to 200% of the Fund’s net assets. This means that for each dollar invested in the Fund, the investor’s exposure to the performance of the Underlying Security will be equivalent to approximately one and a half to two dollars, magnifying the potential gains or losses associated with fluctuations in the price of the Underlying Security. The term “exposure” refers to the extent to which the Fund’s performance is influenced by changes in the Underlying Security’s value. As a result of the Fund’s leveraged strategy, an investment in the Fund is effectively amplified, allowing investors to potentially benefit from (or incur losses related to) the price movements of the Underlying Security. This approach seeks to provide enhanced returns, though it also carries commensurate risks, including the possibility of amplified losses. The Fund may utilize swap agreements (bilateral contracts in which the Fund agrees to exchange cash flows or returns with a counterparty based on the performance of the Underlying Security over a specified period) and/or listed options contracts (standardized financial derivatives that give the Fund the right, but not the obligation, to buy or sell the Underlying Security at a predetermined price within a specified timeframe) to achieve leveraged exposure. Swap agreements may be entered into with financial institutions for periods ranging from one day to over a year. These agreements involve exchanging the return (or rate-of-return differentials) on the Underlying Security’s share price. The return to be exchanged is calculated with respect to a notional amount (the face value of the instrument), such as the return on or change in value of a specific dollar amount representing the Underlying Security. The swap agreements the Fund may utilize will typically reset on a monthly basis or upon the occurrence of mutually agreed-upon conditions, such as when receivable or payable amounts reach predetermined thresholds relative to the principal. These resets effectively lock in the accumulated performance of the swap agreement up to that point. The Fund may also employ listed options, such as short-dated (a month or less) in-the-money call options (options with strike prices below the current market price of the underlying security, offering immediate intrinsic value), to achieve or supplement its leveraged exposure. These options allow the Fund to dynamically adjust its leverage strategy based on market conditions, liquidity constraints, swap availability, and/or pricing considerations for swaps. The ability to incorporate options provides the Fund with additional flexibility to pursue its investment objective and enhances the Fund’s capacity to respond to various market dynamics. At the end of each trading day, the Fund’s swaps and options are marked to market (valued based on current market prices), and the Adviser rebalances the portfolio to maintain leveraged exposure of approximately 150% to 200% of the Underlying Security’s share price. This rebalancing maintains alignment with the Fund’s investment objective. The performance of the Fund over periods exceeding a single day is influenced by several factors, including: a) the volatility of the Underlying Security; b) the Underlying Security’s overall performance; c) the duration of the investment period; d) financing rates associated with leveraged exposure; and e) other Fund expenses. Portfolio Attributes The Fund will hold assets to serve as collateral for the Fund’s derivatives investments. For those collateral holdings, the Fund may invest in (1) U.S. Government securities, such as bills, notes and bonds issued by the U.S. Treasury; (2) money market funds; (3) short term bond ETFs; and/or (4) corporate debt securities, such as commercial paper and other short-term unsecured promissory notes issued by businesses that are rated investment grade or of comparable quality. The Fund has adopted a policy to have at least 80% of its net assets, plus any borrowings for investment purposes, in financial instruments that provide financial exposure to the Underlying Security. For purposes of compliance with its 80% policy, derivatives will be valued at notional value. The Fund is expected to have a high annual portfolio turnover rate. The Fund is classified as “non-diversified” under the 1940 Act. Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in (or substantially exposed to) the same industry or industries as that assigned to BEAM. As of the date of the Prospectus, BEAM is assigned to the biotechnology industry. Beam Therapeutics Inc. BEAM is a biotechnology company that develops and manufactures precision genetic medicines for patients suffering from serious diseases. BEAM is listed on Nasdaq Global Select Market. Per BEAM’s most recent Form 10-K filing, the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was $1.91 billion, based on the closing price of the registrant’s common stock on Nasdaq on June 28, 2024, the last business day of the registrant’s most recently completed second quarter. BEAM is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by BEAM pursuant to the Exchange Act can be located by reference to SEC file number 001-39208 through the SEC’s website at www.sec.gov. In addition, information regarding BEAM may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. This document relates only to the securities offered hereby and does not relate to BEAM or any securities of BEAM. The Fund has derived all disclosures contained in this document regarding BEAM from publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to BEAM. None of the Fund, the Trust or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding BEAM is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of BEAM. (and therefore the price of BEAM at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning BEAM could affect the value received with respect to the securities and therefore the value of the securities. None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of BEAM. THE FUND, TRUST, AND THE ADVISER ARE NOT AFFILIATED WITH BEAM. The Fund was not developed or created by, and is not sponsored, endorsed, or approved by BEAM. Moreover, BEAM did not participate in the development of the Fund’s investment strategy. BEAM does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. BEAM does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by BEAM. All rights in the trademarks are reserved by their respective owners. Under normal market conditions, the Fund’s daily exposure to the Underlying Security is expected to range from approximately 150% to 200% of the Fund’s net assets. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. BEAM Risk. The Fund invests in swap contracts and options that are based on the share price of BEAM. This subjects the Fund to the risk that BEAM’s share price decreases. If the share price of BEAM decreases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. Therefore, as a result of the Fund’s exposure to the value of BEAM, the Fund may also be subject to the following risks: Indirect Investment in BEAM Risk. BEAM is not affiliated with the Trust, the Fund, the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of BEAM but will be exposed to the performance of BEAM (the underlying stock). Investors in the Fund will not have rights to receive dividends or other distributions or any other rights with respect to the underlying stock but will be subject to declines in the performance of the underlying stock. BEAM Trading Risk. The trading price of BEAM may be highly volatile and could continue to be subject to wide fluctuations in response to various factors. The stock market in general, and the market for bio technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. In particular, a large proportion of BEAM may be traded by short sellers which may put pressure on the supply and demand for the common stock of BEAM, further influencing volatility in its market price. Public perception and other factors outside of the control of BEAM may additionally impact BEAM’s share price due to BEAM garnering a disproportionate degree of public attention, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against such companies. Moreover, stockholder litigation could result in substantial costs and a diversion of the management of BEAM’s attention and resources. If BEAM trading is halted, trading in Shares of the Fund may be impacted, either temporarily or indefinitely. BEAM Performance Risk. BEAM may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of BEAM to decline. BEAM provides guidance regarding its expected financial and business performance, such as projections regarding sales and production, as well as anticipated future revenues, gross margins, profitability and cash flows. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and the guidance BEAM provides may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new product manufacturing ramps. The guidance is based on certain assumptions such as those relating to global and local economic conditions, anticipated production and sales volumes (which generally are not linear throughout a given period), average sales prices, supplier and commodity costs, and planned cost reductions. If BEAM’s guidance is not accurate or varies from actual results due to its inability to meet the assumptions or the impact on its financial performance that could occur as a result of various risks and uncertainties, the market value of common stock issued by BEAM could decline significantly. Limited Operating History Risk. BEAM has a limited operating history, and has incurred significant operating losses. BEAM’s ability to generate revenue from product sales and achieve profitability depends on its ability, alone or with collaborative partners, to successfully complete the development of, and obtain the regulatory approvals necessary to commercialize, product candidates it may identify for development. BEAM does not anticipate generating revenues from product sales for the next several years, if ever. Biotechnology Industry Risk. The biotechnology industry faces numerous risks, encompassing a range of regulatory, scientific, operational, and market-related challenges. Key among these are the heavy regulatory scrutiny and the high cost of research and development, with no guarantee of return, given that a significant percentage of drug candidates fail during clinical trials. Additionally, the industry grapples with the complexities of patent protection and the subsequent threat of generic competition once these protections expire. Manufacturing issues and supply chain disruptions can also have a substantial impact on a company’s ability to produce and distribute drugs. Market acceptance and competition from other drugs or treatments further influence a drug’s profitability. Moreover, legal and reputational risks, such as those arising from potential side effects or product recalls, can lead to significant financial and reputational damage. All these factors contribute to a volatile risk landscape for the biotechnology industry. Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security, may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole. Additionally, the Fund will seek to employ its investment strategy as it relates to the underlying issuer regardless of whether there are significant corporate actions such as restructurings, enforcement activity, or acquisitions or periods adverse market, economic, or other conditions and will not seek to take temporary defensive positions during such periods. Concentration Risk. The Fund will not concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that the Fund will have economic exposure that is concentrated to the industry, if any, assigned to BEAM. As a result, the Fund may be more susceptible to loss due to adverse occurrences that affect the price of such industry more than the market as a whole. Biotechnology Industry Risk. The biotechnology industry faces numerous risks, encompassing a range of regulatory, scientific, operational, and market-related challenges. Key among these are the heavy regulatory scrutiny and the high cost of research and development, with no guarantee of return, given that a significant percentage of drug candidates fail during clinical trials. Additionally, the industry grapples with the complexities of patent protection and the subsequent threat of generic competition once these protections expire. Manufacturing issues and supply chain disruptions can also have a substantial impact on a company’s ability to produce and distribute drugs. Market acceptance and competition from other drugs or treatments further influence a drug’s profitability. Moreover, legal and reputational risks, such as those arising from potential side effects or product recalls, can lead to significant financial and reputational damage. All these factors contribute to a volatile risk landscape for the biotechnology industry. Derivatives Risks. The Fund’s derivative investments carry risks such as an imperfect match between the derivative’s performance and its underlying assets or index, and the potential for loss of principal, which can exceed the initial investment. Additionally, there are risks related to the possible default of the transaction’s counterparty and the illiquidity of derivatives, making them hard to sell or trade. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The derivatives used by the Fund may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Certain of the Fund’s transactions in derivatives could also affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Swap Agreements. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to identify counterparties for those swap agreements. If the Adviser is unable to enter into swap agreements that provide leveraged exposure to an Underlying Security, the Fund may not meet its stated investment objective. Additionally, any financing, borrowing or other costs associated with using swap transactions may also have the effect of lowering the Fund’s return. The swap agreements in which the Fund invests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivatives instruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities. If an Underlying Security has a dramatic move that causes a material decline in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the swap transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with the Fund’s investment objective. This may prevent the Fund from achieving its leveraged investment objective, even if the Underlying Security later reverses all or a portion of its movement. Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events. The value of the options contracts in which the Fund invests are substantially influenced by the value of the Underlying Security. The Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an option approaches its expiration date, its value typically increasingly moves with the value of the underlying instrument. However, prior to such date, the value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation between the movement in values options contracts and the underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as the Fund intends to continuously maintain indirect exposure to the Underlying Securities through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds enough to cover the cost of entering into new options contracts, the Fund may experience losses. The use of options to generate leverage introduces additional risks, including significant potential losses if the market moves unfavorably. The leverage inherent in options can amplify both gains and losses, leading to increased volatility and potential for substantial losses, particularly in periods of market uncertainty or low liquidity. Additionally, the Fund may incur losses if the value of an Underlying Security moves against its positions, potentially resulting in a complete loss of the premium paid. Leverage Risk: As part of the Fund’s principal investment strategy, the Fund will make investments in swap contracts and options. These derivative instruments provide the economic effect of financial leverage by creating additional investment exposure to the Underlying Securities, as well as the potential for greater loss. If the Fund uses leverage through purchasing derivative instruments, the Fund has the risk that losses may exceed the net assets of the Fund. The net asset value of the Fund while employing leverage will be more volatile and sensitive to market movements. Counterparty Risk. Counterparty risk is the likelihood or probability that a party involved in a transaction might default on its contractual obligation. Where the Fund enters into derivative contracts that are exchange-traded, the Fund is subject to the counterparty risk associated with the Fund’s clearing broker or clearinghouse. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. Compounding and Market Volatility Risk. To achieve its objective, the Fund seeks to generate daily returns of approximately 150% to 200% of the performance of BEAM, before fees and expenses. However, due to the effects of compounding, the Fund’s performance over periods longer than a single trading day is likely to differ from this targeted range. The Fund’s returns over extended periods result from the daily returns being compounded over time, and as a result, they may deviate significantly from 1.5 to 2 times the cumulative performance of the Underlying Security over the same period. Compounding impacts all investments, but the effects are more pronounced for funds that seek leveraged daily returns and rebalance daily. If the Underlying Security experiences consecutive days of adverse performance, the compounding effect will reduce the Fund’s net asset value at an accelerated rate, leading to smaller absolute dollar losses on subsequent declines. Conversely, when the Underlying Security experiences consecutive days of positive performance, the Fund’s net asset value will increase, amplifying the absolute dollar losses that could occur in the event of subsequent adverse performance. The impact of compounding is further influenced by the volatility of the Underlying Security and the length of time an investment is held. Greater volatility in the Underlying Security’s price over time will generally exacerbate the deviation between the Fund’s cumulative returns and the expected multiple of the Underlying Security’s cumulative return. This effect may lead to performance that is either greater or less than the expected range of 1.5 to 2 times the Underlying Security’s performance over an extended period. Fund performance over periods longer than a single day will be affected by various factors, including: (i) the volatility of the Underlying Security; (ii) the Underlying Security’s cumulative performance over the period; (iii) the duration of the holding period; (iv) financing costs associated with maintaining leveraged exposure; and (v) other Fund expenses. Particularly during periods of elevated volatility, compounding effects may cause the Fund’s performance to diverge further from the expected range of 1.5 to 2 times the cumulative performance of the Underlying Security. If the Underlying Security experiences sustained high volatility, the Fund may incur significant losses, even if the price of the Underlying Security remains relatively unchanged over time. For example, if the Underlying Security exhibits an annualized volatility of 100% but its price remains flat over a one-year period, the Fund could still experience substantial losses. This underscores the risk that, in highly volatile market conditions, the Fund’s returns may be significantly lower than its targeted range and, in extreme cases, could result in a complete loss of value. Economic and Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets. ETF Risks. <div id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember_zB9GOJvNGkbf"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as Authorized Participants or APs). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. </td></tr> </table> <div id="xdx_A86_eoef--RiskTextBlock_hoef--RiskAxis__custom--CashRedemptionRiskMember_zD5oFary0yoe"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Cash Redemption Risk. The Fund’s investment strategy is expected to require it to redeem its shares for cash or to otherwise include primarily cash as part of its redemption proceeds. As a result, the Fund may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause the Fund to incur brokerage costs and/or recognize a capital gain that it might not have recognized if it had made a redemption in-kind. As a result, the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. By paying out higher annual capital gain distributions, investors may be subjected to increased capital gains taxes. Brokerage costs could be imposed on the Fund, and thus decrease the Fund’s net asset value, to the extent that the costs are not offset by a transaction fee payable by an AP.</td></tr> </table> <div id="xdx_A8D_eoef--RiskTextBlock_hoef--RiskAxis__custom--CostsOfBuyingOrSellingSharesMember_zVZ9pigEKhK"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Costs of Buying or Selling Shares. Buying or selling Shares involves certain costs, including brokerage commissions, other charges imposed by brokers, and bid-ask spreads. The bid-ask spread represents the difference between the price at which an investor is willing to buy Shares and the price at which an investor is willing to sell Shares. The spread varies over time based on the Shares’ trading volume and market liquidity. The spread is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Due to the costs of buying or selling Shares, frequent trading of Shares may reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.</td></tr> </table> <div id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--SharesMayTradeAtPricesOtherThanNavMember_z7tE2Rpi9Dg2"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant. Because securities held by the Fund may trade on foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums and discounts greater than those of ETFs holding only domestic securities.</td></tr> </table> <div id="xdx_A88_eoef--RiskTextBlock_hoef--RiskAxis__custom--TradingMember_zAtEu4bW427d"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Trading. Although Shares are listed for trading on a national securities exchange, such as NYSE Arca, Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s portfolio holdings, which can be significantly less liquid than Shares.</td></tr> </table> High Portfolio Turnover Risk. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses and reduce performance. Frequent trading may also cause adverse tax consequences for investors in the Fund due to an increase in short-term capital gains. Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Adviser’s success or failure to implement investment strategies for the Fund. Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including money market funds, depositary accounts and repurchase agreements. Repurchase agreements are contracts in which a seller of securities agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement. Money market instruments, including money market funds, may lose money through fees or other means. New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions. Non-Diversification Risk. Because the Fund is non-diversified, it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance. Operational Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the Fund, and Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks. Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply with the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options on shares of a single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC. U.S. Government and U.S. Agency Obligations Risk. The Fund may invest in securities issued by the U.S. government or its agencies or instrumentalities. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S. Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so. Performance Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. Updated performance information will be available on the Fund’s website at www.defianceetfs.com. Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. www.defianceetfs.com DEFIANCE Leveraged Long SBET ETF – FUND SUMMARY Investment Objective The Defiance Leveraged Long SBET ETF (the “Fund”) seeks long-term capital appreciation. Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <div id="xdx_A85_eoef--AnnualFundOperatingExpensesTableTextBlock_zijWdqEpwdBd"></div> <table cellpadding="0" cellspacing="0" id="xdx_A5D_dU_zYYpO6uxaVX7" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Annual Fund Operating Expenses"> <tr style="vertical-align: bottom"> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td id="xdx_492_20251029__20251029__oef--ClassAxis__custom--C000265245Member_zKmvvw1ktXmh" style="-sec-ix-redline: true; text-align: center"> </td></tr> <tr id="xdx_40E_eoef--ManagementFeesOverAssets_dpn_zvkm3bMBqfq7" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; width: 92%; padding-left: 9pt; text-align: justify">Management Fees(1)</td> <td style="-sec-ix-redline: true; width: 1%; text-align: justify"> </td> <td style="-sec-ix-redline: true; width: 7%; text-align: center">1.49%</td></tr> <tr id="xdx_400_eoef--DistributionAndService12b1FeesOverAssets_dpn_zyZt1VPgJBaa" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; padding-left: 9pt; text-align: justify">Distribution and Service (12b-1) Fees</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="-sec-ix-redline: true; text-align: center">0.00%</td></tr> <tr id="xdx_400_eoef--OtherExpensesOverAssets_dpn_z1eUyy6vRzjf" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; padding-left: 9pt; text-align: justify">Other Expenses(2)</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">0.02%</td></tr> <tr id="xdx_40A_eoef--ExpensesOverAssets_dpn_zkExE9q5iPR5" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; text-align: justify">Total Annual Fund Operating Expenses</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">1.51%</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%">(1)</td> <td id="xdx_F17_zekRdCGgnHue" style="width: 98%; text-align: justify">Under the Fund’s investment advisory agreement, in exchange for a single unitary management fee from the Fund, the Fund’s adviser has agreed to pay all expenses incurred by the Fund, except for its advisory fee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%">(2)</td> <td id="xdx_F10_zQqh7BkF8uuj" style="width: 98%">Based on estimated amounts for the current fiscal year.</td></tr> </table> 0.0149 0.0000 0.0002 0.0151 Based on estimated amounts for the current fiscal year. Expense Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <div id="xdx_A8D_eoef--ExpenseExampleWithRedemptionTableTextBlock_z3XbZtj2q6de"></div> <table cellpadding="0" cellspacing="0" id="xdx_A52_dU_zIpXVHEzhjx2" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Expense Example"> <tr style="vertical-align: bottom"> <td id="xdx_486_eoef--ExpenseExampleYear01_z1oImVMETIq9" style="border-top: black 1pt solid; -sec-ix-redline: true; width: 50%; text-align: center">1 Year</td> <td id="xdx_486_eoef--ExpenseExampleYear03_zN47Dug5Brc1" style="border-top: black 1pt solid; -sec-ix-redline: true; width: 50%; text-align: center">3 Years</td></tr> <tr id="xdx_413_20251029__20251029__oef--ClassAxis__custom--C000265245Member_zOToaJJWBhg7" style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">$154</td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">$477</td></tr> </table> 154 477 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in total annual fund operating expenses or in the Example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available. Principal Investment Strategies The Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective by entering into derivatives transactions (i.e., swap agreements and options contracts) to gain long exposure to SharpLink Gaming, Inc. (“SBET,” or the “Underlying Security”). The Fund uses leverage to seek to provide daily returns of approximately 150% to 200% of the performance of SBET, before fees and expenses. Although the Fund’s leverage will vary, its base, daily target leverage level will be approximately 200%. The Adviser will determine the Fund’s actual leverage level based on market conditions and other factors described below. For example, if volatility in SBET increases significantly, the Fund may adjust its leverage level to seek to manage risk. Leverage adjustments may also be influenced by operational considerations, such as the availability and cost of derivatives, regulatory constraints, or the overall liquidity of the Underlying Security and associated derivatives markets. The Fund’s approach to leverage allows it to remain responsive to market conditions while striving to achieve its stated investment objective. If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve daily investment results, before fees and expenses, that correspond to 150% to 200% the performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund’s actual leverage levels may differ substantially from its intended leverage target range, both intraday and at the close of trading, potentially resulting in significantly lower returns. The Fund employs leverage to enhance the total return of its long exposure to the Underlying Security. Under normal market conditions, the Fund’s daily exposure to the Underlying Security is expected to range from approximately 150% to 200% of the Fund’s net assets. This means that for each dollar invested in the Fund, the investor’s exposure to the performance of the Underlying Security will be equivalent to approximately one and a half to two dollars, magnifying the potential gains or losses associated with fluctuations in the price of the Underlying Security. The term “exposure” refers to the extent to which the Fund’s performance is influenced by changes in the Underlying Security’s value. As a result of the Fund’s leveraged strategy, an investment in the Fund is effectively amplified, allowing investors to potentially benefit from (or incur losses related to) the price movements of the Underlying Security. This approach seeks to provide enhanced returns, though it also carries commensurate risks, including the possibility of amplified losses. The Fund may utilize swap agreements (bilateral contracts in which the Fund agrees to exchange cash flows or returns with a counterparty based on the performance of the Underlying Security over a specified period) and/or listed options contracts (standardized financial derivatives that give the Fund the right, but not the obligation, to buy or sell the Underlying Security at a predetermined price within a specified timeframe) to achieve leveraged exposure. Swap agreements may be entered into with financial institutions for periods ranging from one day to over a year. These agreements involve exchanging the return (or rate-of-return differentials) on the Underlying Security’s share price. The return to be exchanged is calculated with respect to a notional amount (the face value of the instrument), such as the return on or change in value of a specific dollar amount representing the Underlying Security. The swap agreements the Fund may utilize will typically reset on a monthly basis or upon the occurrence of mutually agreed-upon conditions, such as when receivable or payable amounts reach predetermined thresholds relative to the principal. These resets effectively lock in the accumulated performance of the swap agreement up to that point. The Fund may also employ listed options, such as short-dated (a month or less) in-the-money call options (options with strike prices below the current market price of the underlying security, offering immediate intrinsic value), to achieve or supplement its leveraged exposure. These options allow the Fund to dynamically adjust its leverage strategy based on market conditions, liquidity constraints, swap availability, and/or pricing considerations for swaps. The ability to incorporate options provides the Fund with additional flexibility to pursue its investment objective and enhances the Fund’s capacity to respond to various market dynamics. At the end of each trading day, the Fund’s swaps and options are marked to market (valued based on current market prices), and the Adviser rebalances the portfolio to maintain leveraged exposure of approximately 150% to 200% of the Underlying Security’s share price. This rebalancing maintains alignment with the Fund’s investment objective. The performance of the Fund over periods exceeding a single day is influenced by several factors, including: a) the volatility of the Underlying Security; b) the Underlying Security’s overall performance; c) the duration of the investment period; d) financing rates associated with leveraged exposure; and e) other Fund expenses. Portfolio Attributes The Fund will hold assets to serve as collateral for the Fund’s derivatives investments. For those collateral holdings, the Fund may invest in (1) U.S. Government securities, such as bills, notes and bonds issued by the U.S. Treasury; (2) money market funds; (3) short term bond ETFs; and/or (4) corporate debt securities, such as commercial paper and other short-term unsecured promissory notes issued by businesses that are rated investment grade or of comparable quality. The Fund has adopted a policy to have at least 80% of its net assets, plus any borrowings for investment purposes, in financial instruments that provide financial exposure to the Underlying Security. For purposes of compliance with its 80% policy, derivatives will be valued at notional value. The Fund is expected to have a high annual portfolio turnover rate. The Fund is classified as “non-diversified” under the 1940 Act. Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in (or substantially exposed to) the same industry or industries as that assigned to SBET. As of the date of the Prospectus, SBET is assigned to the hotels, restaurants, & leisure g industry. SharpLink Gaming, Inc. SBET is an online marketing company that provides fan activation solutions to generate and deliver high quality customer leads to its U.S. sportsbook and global casino gaming partners. SBET is listed on The Nasdaq Capital Market, LLC. Per SBET’s most recent Form 10-K filing, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $1,986,000. SBET is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by SBET pursuant to the Exchange Act can be located by reference to SEC file number 001-41962 through the SEC’s website at www.sec.gov. In addition, information regarding SBET may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. This document relates only to the securities offered hereby and does not relate to SBET or any securities of SBET. The Fund has derived all disclosures contained in this document regarding SBET from publicly available documents. None of the Fund, the Trust or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to SBET. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding SBET is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of SBET. (and therefore the price of SBET at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning SBET could affect the value received with respect to the securities and therefore the value of the securities. None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of SBET. THE FUND, TRUST, AND THE ADVISER ARE NOT AFFILIATED WITH SBET. The Fund was not developed or created by, and is not sponsored, endorsed, or approved by SBET. Moreover, SBET did not participate in the development of the Fund’s investment strategy. SBET does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. SBET does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by SBET. All rights in the trademarks are reserved by their respective owners. Under normal market conditions, the Fund’s daily exposure to the Underlying Security is expected to range from approximately 150% to 200% of the Fund’s net assets. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. SBET Risk. The Fund invests in swap contracts and options that are based on the share price of SBET. This subjects the Fund to the risk that SBET’s share price decreases. If the share price of SBET decreases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. Therefore, as a result of the Fund’s exposure to the value of SBET, the Fund may also be subject to the following risks: Indirect Investment in SBET Risk. SBET is not affiliated with the Trust, the Fund, the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of SBET but will be exposed to the performance of SBET (the underlying stock). Investors in the Fund will not have rights to receive dividends or other distributions or any other rights with respect to the underlying stock but will be subject to declines in the performance of the underlying stock. SBET Trading Risk. The trading price of SBET may be highly volatile and could continue to be subject to wide fluctuations in response to various factors. The stock market in general, and the market for bio technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. In particular, a large proportion of SBET may be traded by short sellers which may put pressure on the supply and demand for the common stock of SBET, further influencing volatility in its market price. Public perception and other factors outside of the control of SBET may additionally impact SBET’s share price due to SBET garnering a disproportionate degree of public attention, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against such companies. Moreover, stockholder litigation could result in substantial costs and a diversion of the management of SBET’s attention and resources. If SBET trading is halted, trading in Shares of the Fund may be impacted, either temporarily or indefinitely. SBET Performance Risk. SBET may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of SBET to decline. SBET provides guidance regarding its expected financial and business performance, such as projections regarding sales and production, as well as anticipated future revenues, gross margins, profitability and cash flows. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and the guidance SBET provides may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new product manufacturing ramps. The guidance is based on certain assumptions such as those relating to global and local economic conditions, anticipated production and sales volumes (which generally are not linear throughout a given period), average sales prices, supplier and commodity costs, and planned cost reductions. If SBET’s guidance is not accurate or varies from actual results due to its inability to meet the assumptions or the impact on its financial performance that could occur as a result of various risks and uncertainties, the market value of common stock issued by SBET could decline significantly. Limited Operating History Risk. SBET has a history of incurring net losses and may not achieve or maintain profitability in the future. <p id="xdx_A89_eoef--RiskTextBlock_hoef--RiskAxis__custom--HotelsRestaurantsAndLeisureRisksMember_zXbYKIIK1C7b" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">Hotels, Restaurants, & Leisure Risks. Investments in the hotels, restaurants, and leisure industry are subject to a variety of risks that may adversely affect the performance of the Fund. Companies in this industry are highly sensitive to changes in consumer preferences, discretionary spending, and overall economic conditions, including employment levels, disposable income, and consumer confidence. Economic downturns, inflationary pressures, and rising interest rates can significantly reduce demand for travel, dining, and leisure activities, impacting revenue and profitability. The industry faces intense competition, with participants requiring substantial capital to maintain, improve, or expand operations. Fluctuations in labor costs, including minimum wage increases and collective bargaining activities, may result in higher operating expenses. Regulatory and compliance risks, such as health and safety standards, food safety requirements, alcohol sales regulations, and environmental laws, can impose additional costs or operational constraints. Furthermore, companies in this sector are susceptible to reputational damage from customer dissatisfaction, foodborne illnesses, or safety incidents, which could materially impact their financial condition and performance. The industry is also exposed to risks associated with geopolitical events, pandemics, natural disasters, and climate change, which may disrupt operations, reduce customer demand, or result in temporary closures. For companies with significant international operations, currency fluctuations, trade restrictions, and political instability may also adversely impact financial results. Additionally, technological advancements and the shift to online platforms for booking, delivery, or marketing introduce competition from non-traditional market participants, increasing pressure on traditional business models. Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security, may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole. Additionally, the Fund will seek to employ its investment strategy as it relates to the underlying issuer regardless of whether there are significant corporate actions such as restructurings, enforcement activity, or acquisitions or periods adverse market, economic, or other conditions and will not seek to take temporary defensive positions during such periods. Concentration Risk. The Fund will not concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that the Fund will have economic exposure that is concentrated to the industry, if any, assigned to SBET. As a result, the Fund may be more susceptible to loss due to adverse occurrences that affect the price of such industry more than the market as a whole. <p id="xdx_A8E_eoef--RiskTextBlock_hoef--RiskAxis__custom--HotelsRestaurantsAndLeisureIndustryRisksMember_zTJCibg9OAg1" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0in; text-align: justify">Hotels, Restaurants & Leisure Industry Risks. Investments in the hotels, restaurants, and leisure industry are subject to a variety of risks that may adversely affect the performance of the Fund. Companies in this industry are highly sensitive to changes in consumer preferences, discretionary spending, and overall economic conditions, including employment levels, disposable income, and consumer confidence. Economic downturns, inflationary pressures, and rising interest rates can significantly reduce demand for travel, dining, and leisure activities, impacting revenue and profitability. The industry faces intense competition, with participants requiring substantial capital to maintain, improve, or expand operations. Fluctuations in labor costs, including minimum wage increases and collective bargaining activities, may result in higher operating expenses. Regulatory and compliance risks, such as health and safety standards, food safety requirements, alcohol sales regulations, and environmental laws, can impose additional costs or operational constraints. Furthermore, companies in this sector are susceptible to reputational damage from customer dissatisfaction, foodborne illnesses, or safety incidents, which could materially impact their financial condition and performance. The industry is also exposed to risks associated with geopolitical events, pandemics, natural disasters, and climate change, which may disrupt operations, reduce customer demand, or result in temporary closures. For companies with significant international operations, currency fluctuations, trade restrictions, and political instability may also adversely impact financial results. Additionally, technological advancements and the shift to online platforms for booking, delivery, or marketing introduce competition from non-traditional market participants, increasing pressure on traditional business models. Derivatives Risks. The Fund’s derivative investments carry risks such as an imperfect match between the derivative’s performance and its underlying assets or index, and the potential for loss of principal, which can exceed the initial investment. Additionally, there are risks related to the possible default of the transaction’s counterparty and the illiquidity of derivatives, making them hard to sell or trade. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The derivatives used by the Fund may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Certain of the Fund’s transactions in derivatives could also affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Swap Agreements. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to identify counterparties for those swap agreements. If the Adviser is unable to enter into swap agreements that provide leveraged exposure to an Underlying Security, the Fund may not meet its stated investment objective. Additionally, any financing, borrowing or other costs associated with using swap transactions may also have the effect of lowering the Fund’s return. The swap agreements in which the Fund invests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivatives instruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities. If an Underlying Security has a dramatic move that causes a material decline in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the swap transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with the Fund’s investment objective. This may prevent the Fund from achieving its leveraged investment objective, even if the Underlying Security later reverses all or a portion of its movement. Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events. The value of the options contracts in which the Fund invests are substantially influenced by the value of the Underlying Security. The Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an option approaches its expiration date, its value typically increasingly moves with the value of the underlying instrument. However, prior to such date, the value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation between the movement in values options contracts and the underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as the Fund intends to continuously maintain indirect exposure to the Underlying Securities through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds enough to cover the cost of entering into new options contracts, the Fund may experience losses. The use of options to generate leverage introduces additional risks, including significant potential losses if the market moves unfavorably. The leverage inherent in options can amplify both gains and losses, leading to increased volatility and potential for substantial losses, particularly in periods of market uncertainty or low liquidity. Additionally, the Fund may incur losses if the value of an Underlying Security moves against its positions, potentially resulting in a complete loss of the premium paid. Leverage Risk: As part of the Fund’s principal investment strategy, the Fund will make investments in swap contracts and options. These derivative instruments provide the economic effect of financial leverage by creating additional investment exposure to the Underlying Securities, as well as the potential for greater loss. If the Fund uses leverage through purchasing derivative instruments, the Fund has the risk that losses may exceed the net assets of the Fund. The net asset value of the Fund while employing leverage will be more volatile and sensitive to market movements. Counterparty Risk. Counterparty risk is the likelihood or probability that a party involved in a transaction might default on its contractual obligation. Where the Fund enters into derivative contracts that are exchange-traded, the Fund is subject to the counterparty risk associated with the Fund’s clearing broker or clearinghouse. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. Compounding and Market Volatility Risk. To achieve its objective, the Fund seeks to generate daily returns of approximately 150% to 200% of the performance of SBET, before fees and expenses. However, due to the effects of compounding, the Fund’s performance over periods longer than a single trading day is likely to differ from this targeted range. The Fund’s returns over extended periods result from the daily returns being compounded over time, and as a result, they may deviate significantly from 1.5 to 2 times the cumulative performance of the Underlying Security over the same period. Compounding impacts all investments, but the effects are more pronounced for funds that seek leveraged daily returns and rebalance daily. If the Underlying Security experiences consecutive days of adverse performance, the compounding effect will reduce the Fund’s net asset value at an accelerated rate, leading to smaller absolute dollar losses on subsequent declines. Conversely, when the Underlying Security experiences consecutive days of positive performance, the Fund’s net asset value will increase, amplifying the absolute dollar losses that could occur in the event of subsequent adverse performance. The impact of compounding is further influenced by the volatility of the Underlying Security and the length of time an investment is held. Greater volatility in the Underlying Security’s price over time will generally exacerbate the deviation between the Fund’s cumulative returns and the expected multiple of the Underlying Security’s cumulative return. This effect may lead to performance that is either greater or less than the expected range of 1.5 to 2 times the Underlying Security’s performance over an extended period. Fund performance over periods longer than a single day will be affected by various factors, including: (i) the volatility of the Underlying Security; (ii) the Underlying Security’s cumulative performance over the period; (iii) the duration of the holding period; (iv) financing costs associated with maintaining leveraged exposure; and (v) other Fund expenses. Particularly during periods of elevated volatility, compounding effects may cause the Fund’s performance to diverge further from the expected range of 1.5 to 2 times the cumulative performance of the Underlying Security. If the Underlying Security experiences sustained high volatility, the Fund may incur significant losses, even if the price of the Underlying Security remains relatively unchanged over time. For example, if the Underlying Security exhibits an annualized volatility of 100% but its price remains flat over a one-year period, the Fund could still experience substantial losses. This underscores the risk that, in highly volatile market conditions, the Fund’s returns may be significantly lower than its targeted range and, in extreme cases, could result in a complete loss of value. Economic and Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets. ETF Risks. <div id="xdx_A80_eoef--RiskTextBlock_hoef--RiskAxis__custom--AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember_z4cIWIzRU7z2"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as Authorized Participants or APs). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. </td></tr> </table> <div id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--CashRedemptionRiskMember_z51r1govTLe1"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Cash Redemption Risk. The Fund’s investment strategy is expected to require it to redeem its shares for cash or to otherwise include primarily cash as part of its redemption proceeds. As a result, the Fund may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause the Fund to incur brokerage costs and/or recognize a capital gain that it might not have recognized if it had made a redemption in-kind. As a result, the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. By paying out higher annual capital gain distributions, investors may be subjected to increased capital gains taxes. Brokerage costs could be imposed on the Fund, and thus decrease the Fund’s net asset value, to the extent that the costs are not offset by a transaction fee payable by an AP.</td></tr> </table> <div id="xdx_A81_eoef--RiskTextBlock_hoef--RiskAxis__custom--CostsOfBuyingOrSellingSharesMember_zibtrrpwtSS4"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Costs of Buying or Selling Shares. Buying or selling Shares involves certain costs, including brokerage commissions, other charges imposed by brokers, and bid-ask spreads. The bid-ask spread represents the difference between the price at which an investor is willing to buy Shares and the price at which an investor is willing to sell Shares. The spread varies over time based on the Shares’ trading volume and market liquidity. The spread is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Due to the costs of buying or selling Shares, frequent trading of Shares may reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.</td></tr> </table> <div id="xdx_A89_eoef--RiskTextBlock_hoef--RiskAxis__custom--SharesMayTradeAtPricesOtherThanNavMember_zuVnwgajdUC3"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant. Because securities held by the Fund may trade on foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums and discounts greater than those of ETFs holding only domestic securities.</td></tr> </table> <div id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__custom--TradingMember_zIpmxegxN5Sc"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Trading. Although Shares are listed for trading on a national securities exchange, such as NYSE Arca, Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s portfolio holdings, which can be significantly less liquid than Shares.</td></tr> </table> High Portfolio Turnover Risk. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses and reduce performance. Frequent trading may also cause adverse tax consequences for investors in the Fund due to an increase in short-term capital gains. Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Adviser’s success or failure to implement investment strategies for the Fund. Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including money market funds, depositary accounts and repurchase agreements. Repurchase agreements are contracts in which a seller of securities agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement. Money market instruments, including money market funds, may lose money through fees or other means. New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions. Non-Diversification Risk. Because the Fund is non-diversified, it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance. Operational Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the Fund, and Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks. Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply with the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options on shares of a single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC. U.S. Government and U.S. Agency Obligations Risk. The Fund may invest in securities issued by the U.S. government or its agencies or instrumentalities. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S. Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so. Performance Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. Updated performance information will be available on the Fund’s website at www.defianceetfs.com. Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. www.defianceetfs.com DEFIANCE Leveraged Long OPEN ETF – FUND SUMMARY Investment Objective The Defiance Leveraged Long OPEN ETF (the “Fund”) seeks long-term capital appreciation. Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <div id="xdx_A86_eoef--AnnualFundOperatingExpensesTableTextBlock_zu8Jj3T7MtVj"></div> <table cellpadding="0" cellspacing="0" id="xdx_A5B_dU_zmoDYdxkmpO4" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Annual Fund Operating Expenses"> <tr style="vertical-align: bottom"> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td id="xdx_496_20251029__20251029__oef--ClassAxis__custom--C000265244Member_zQylu4eFlyWj" style="-sec-ix-redline: true; text-align: center"> </td></tr> <tr id="xdx_40E_eoef--ManagementFeesOverAssets_dpn_zZ3HzVV7ksl5" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; width: 92%; padding-left: 9pt; text-align: justify">Management Fees(1)</td> <td style="-sec-ix-redline: true; width: 1%; text-align: justify"> </td> <td style="-sec-ix-redline: true; width: 7%; text-align: center">1.49%</td></tr> <tr id="xdx_400_eoef--DistributionAndService12b1FeesOverAssets_dpn_zCeERR4mmxtc" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; padding-left: 9pt; text-align: justify">Distribution and Service (12b-1) Fees</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="-sec-ix-redline: true; text-align: center">0.00%</td></tr> <tr id="xdx_400_eoef--OtherExpensesOverAssets_dpn_zd5UksDaFDLk" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; padding-left: 9pt; text-align: justify">Other Expenses(2)</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">0.02%</td></tr> <tr id="xdx_40A_eoef--ExpensesOverAssets_dpn_zbuJBUPpMdBc" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; text-align: justify">Total Annual Fund Operating Expenses</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">1.51%</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%">(1)</td> <td id="xdx_F1F_zmHPbDPFVX5c" style="width: 98%; text-align: justify">Under the Fund’s investment advisory agreement, in exchange for a single unitary management fee from the Fund, the Fund’s adviser has agreed to pay all expenses incurred by the Fund, except for its advisory fee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%">(2)</td> <td id="xdx_F1F_zdvdzZfH2e21" style="width: 98%">Based on estimated amounts for the current fiscal year.</td></tr> </table> 0.0149 0.0000 0.0002 0.0151 Based on estimated amounts for the current fiscal year. Expense Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <div id="xdx_A83_eoef--ExpenseExampleWithRedemptionTableTextBlock_zHTsh957tt7"></div> <table cellpadding="0" cellspacing="0" id="xdx_A51_dU_zegZhqdhxDp6" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Expense Example"> <tr style="vertical-align: bottom"> <td id="xdx_48B_eoef--ExpenseExampleYear01_zHWTMqHv1Dwj" style="border-top: black 1pt solid; -sec-ix-redline: true; width: 50%; text-align: center">1 Year</td> <td id="xdx_48E_eoef--ExpenseExampleYear03_zhnXJWIKG1j6" style="border-top: black 1pt solid; -sec-ix-redline: true; width: 50%; text-align: center">3 Years</td></tr> <tr id="xdx_411_20251029__20251029__oef--ClassAxis__custom--C000265244Member_zEql9vmucQSc" style="vertical-align: bottom"> <td style="border-top: black 1pt solid; -sec-ix-redline: true; text-align: center">$154</td> <td style="border-top: black 1pt solid; -sec-ix-redline: true; text-align: center">$477</td></tr> </table> 154 477 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in total annual fund operating expenses or in the Example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available. Principal Investment Strategies The Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective by entering into derivatives transactions (i.e., swap agreements and options contracts) to gain long exposure to Opendoor Technologies Inc. (“OPEN,” or the “Underlying Security”). The Fund uses leverage to seek to provide daily returns of approximately 150% to 200% of the performance of OPEN, before fees and expenses. Although the Fund’s leverage will vary, its base, daily target leverage level will be approximately 200%. The Adviser will determine the Fund’s actual leverage level based on market conditions and other factors described below. For example, if volatility in OPEN increases significantly, the Fund may adjust its leverage level to seek to manage risk. Leverage adjustments may also be influenced by operational considerations, such as the availability and cost of derivatives, regulatory constraints, or the overall liquidity of the Underlying Security and associated derivatives markets. The Fund’s approach to leverage allows it to remain responsive to market conditions while striving to achieve its stated investment objective. If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve daily investment results, before fees and expenses, that correspond to 150% to 200% the performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund’s actual leverage levels may differ substantially from its intended leverage target range, both intraday and at the close of trading, potentially resulting in significantly lower returns. The Fund employs leverage to enhance the total return of its long exposure to the Underlying Security. Under normal market conditions, the Fund’s daily exposure to the Underlying Security is expected to range from approximately 150% to 200% of the Fund’s net assets. This means that for each dollar invested in the Fund, the investor’s exposure to the performance of the Underlying Security will be equivalent to approximately one and a half to two dollars, magnifying the potential gains or losses associated with fluctuations in the price of the Underlying Security. The term “exposure” refers to the extent to which the Fund’s performance is influenced by changes in the Underlying Security’s value. As a result of the Fund’s leveraged strategy, an investment in the Fund is effectively amplified, allowing investors to potentially benefit from (or incur losses related to) the price movements of the Underlying Security. This approach seeks to provide enhanced returns, though it also carries commensurate risks, including the possibility of amplified losses. The Fund may utilize swap agreements (bilateral contracts in which the Fund agrees to exchange cash flows or returns with a counterparty based on the performance of the Underlying Security over a specified period) and/or listed options contracts (standardized financial derivatives that give the Fund the right, but not the obligation, to buy or sell the Underlying Security at a predetermined price within a specified timeframe) to achieve leveraged exposure. Swap agreements may be entered into with financial institutions for periods ranging from one day to over a year. These agreements involve exchanging the return (or rate-of-return differentials) on the Underlying Security’s share price. The return to be exchanged is calculated with respect to a notional amount (the face value of the instrument), such as the return on or change in value of a specific dollar amount representing the Underlying Security. The swap agreements the Fund may utilize will typically reset on a monthly basis or upon the occurrence of mutually agreed-upon conditions, such as when receivable or payable amounts reach predetermined thresholds relative to the principal. These resets effectively lock in the accumulated performance of the swap agreement up to that point. The Fund may also employ listed options, such as short-dated (a month or less) in-the-money call options (options with strike prices below the current market price of the underlying security, offering immediate intrinsic value), to achieve or supplement its leveraged exposure. These options allow the Fund to dynamically adjust its leverage strategy based on market conditions, liquidity constraints, swap availability, and/or pricing considerations for swaps. The ability to incorporate options provides the Fund with additional flexibility to pursue its investment objective and enhances the Fund’s capacity to respond to various market dynamics. At the end of each trading day, the Fund’s swaps and options are marked to market (valued based on current market prices), and the Adviser rebalances the portfolio to maintain leveraged exposure of approximately 150% to 200% of the Underlying Security’s share price. This rebalancing maintains alignment with the Fund’s investment objective. The performance of the Fund over periods exceeding a single day is influenced by several factors, including: a) the volatility of the Underlying Security; b) the Underlying Security’s overall performance; c) the duration of the investment period; d) financing rates associated with leveraged exposure; and e) other Fund expenses. Portfolio Attributes The Fund will hold assets to serve as collateral for the Fund’s derivatives investments. For those collateral holdings, the Fund may invest in (1) U.S. Government securities, such as bills, notes and bonds issued by the U.S. Treasury; (2) money market funds; (3) short term bond ETFs; and/or (4) corporate debt securities, such as commercial paper and other short-term unsecured promissory notes issued by businesses that are rated investment grade or of comparable quality. The Fund has adopted a policy to have at least 80% of its net assets, plus any borrowings for investment purposes, in financial instruments that provide financial exposure to the Underlying Security. For purposes of compliance with its 80% policy, derivatives will be valued at notional value. The Fund is expected to have a high annual portfolio turnover rate. The Fund is classified as “non-diversified” under the 1940 Act. Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in (or substantially exposed to) the same industry or industries as that assigned to OPEN. As of the date of the Prospectus, OPEN is assigned to the real estate management & development industry. Opendoor Technologies Inc. OPEN operates a digital platform that facilitates residential real estate transactions in the United States and provides real estate brokerage, title insurance, casualty insurance, escrow, and construction services. OPEN is listed on The Nasdaq Stock Market LLC. Per OPEN’s most recent Form 10-K filing, the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2024, was $987,152,401. OPEN is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by OPEN pursuant to the Exchange Act can be located by reference to SEC file number 001-39253 through the SEC’s website at www.sec.gov. In addition, information regarding OPEN may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. This document relates only to the securities offered hereby and does not relate to OPEN or any securities of OPEN. The Fund has derived all disclosures contained in this document regarding OPEN from publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to OPEN. None of the Fund, the Trust or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding OPEN is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of OPEN. (and therefore the price of OPEN at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning OPEN could affect the value received with respect to the securities and therefore the value of the securities. None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of OPEN. THE FUND, TRUST, AND THE ADVISER ARE NOT AFFILIATED WITH OPEN. The Fund was not developed or created by, and is not sponsored, endorsed, or approved by OPEN. Moreover, OPEN did not participate in the development of the Fund’s investment strategy. OPEN does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. OPEN does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by OPEN. All rights in the trademarks are reserved by their respective owners. Under normal market conditions, the Fund’s daily exposure to the Underlying Security is expected to range from approximately 150% to 200% of the Fund’s net assets. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. OPEN Risk. The Fund invests in swap contracts and options that are based on the share price of OPEN. This subjects the Fund to the risk that OPEN’s share price decreases. If the share price of OPEN decreases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. Therefore, as a result of the Fund’s exposure to the value of OPEN, the Fund may also be subject to the following risks: Indirect Investment in OPEN Risk. OPEN is not affiliated with the Trust, the Fund, the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of OPEN but will be exposed to the performance of OPEN (the underlying stock). Investors in the Fund will not have rights to receive dividends or other distributions or any other rights with respect to the underlying stock but will be subject to declines in the performance of the underlying stock. OPEN Trading Risk. The trading price of OPEN may be highly volatile and could continue to be subject to wide fluctuations in response to various factors. The stock market in general, and the market for bio technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. In particular, a large proportion of OPEN may be traded by short sellers which may put pressure on the supply and demand for the common stock of OPEN, further influencing volatility in its market price. Public perception and other factors outside of the control of OPEN may additionally impact OPEN’s share price due to OPEN garnering a disproportionate degree of public attention, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against such companies. Moreover, stockholder litigation could result in substantial costs and a diversion of the management of OPEN’s attention and resources. If OPEN trading is halted, trading in Shares of the Fund may be impacted, either temporarily or indefinitely. OPEN Performance Risk. OPEN may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of OPEN to decline. OPEN provides guidance regarding its expected financial and business performance, such as projections regarding sales and production, as well as anticipated future revenues, gross margins, profitability and cash flows. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and the guidance OPEN provides may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new product manufacturing ramps. The guidance is based on certain assumptions such as those relating to global and local economic conditions, anticipated production and sales volumes (which generally are not linear throughout a given period), average sales prices, supplier and commodity costs, and planned cost reductions. If OPEN’s guidance is not accurate or varies from actual results due to its inability to meet the assumptions or the impact on its financial performance that could occur as a result of various risks and uncertainties, the market value of common stock issued by OPEN could decline significantly. Limited Operating History Risk. OPEN has incurred net losses on an annual basis since we were founded. In the longer term, OPEN expects to make future investments in developing and expanding its business, including technology, recruitment and training, marketing and pursuing strategic opportunities. These investments may not result in increased revenue or growth in OPEN’s business. <p id="xdx_A85_eoef--RiskTextBlock_hoef--RiskAxis__custom--RealEstateManagementAndDevelopmentIndustryRiskMember_zBQ6lXUKyvVc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">Real Estate Management & Development Industry Risk. Changes in real estate values can have a significant negative effect on issuers in the real estate management & development industry. The value of securities of issuers in the real estate management & development industry can be affected by changes in real estate values and rental income, property taxes, interest rates, tax and regulatory requirements, and the management skill and creditworthiness of the issuer. The real estate management & development industry is particularly sensitive to economic downturns. Real estate values rise and fall in response to a variety of factors, including local, regional and national economic conditions, interest rates and tax considerations. When economic growth is slow, demand for property decreases and prices tend to decline. Property values tend to decrease because of overbuilding, increases in property taxes and operating expenses, changes in zoning laws, environmental regulations or hazards, uninsured casualty or condemnation losses, or a general decline in neighborhood values. Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security, may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole. Additionally, the Fund will seek to employ its investment strategy as it relates to the underlying issuer regardless of whether there are significant corporate actions such as restructurings, enforcement activity, or acquisitions or periods adverse market, economic, or other conditions and will not seek to take temporary defensive positions during such periods. Concentration Risk. The Fund will not concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that the Fund will have economic exposure that is concentrated to the industry, if any, assigned to OPEN. As a result, the Fund may be more susceptible to loss due to adverse occurrences that affect the price of such industry more than the market as a whole. <p id="xdx_A85_eoef--RiskTextBlock_hoef--RiskAxis__custom--RealEstateManagementAndDevelopmentIndustryRisksMember_zCFuqyqcPTwl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0in; text-align: justify">Real Estate Management & Development Industry Risk. Changes in real estate values can have a significant negative effect on issuers in the real estate management & development industry. The value of securities of issuers in the real estate management & development industry can be affected by changes in real estate values and rental income, property taxes, interest rates, tax and regulatory requirements, and the management skill and creditworthiness of the issuer. The real estate management & development industry is particularly sensitive to economic downturns. Real estate values rise and fall in response to a variety of factors, including local, regional and national economic conditions, interest rates and tax considerations. When economic growth is slow, demand for property decreases and prices tend to decline. Property values tend to decrease because of overbuilding, increases in property taxes and operating expenses, changes in zoning laws, environmental regulations or hazards, uninsured casualty or condemnation losses, or a general decline in neighborhood values. Derivatives Risks. The Fund’s derivative investments carry risks such as an imperfect match between the derivative’s performance and its underlying assets or index, and the potential for loss of principal, which can exceed the initial investment. Additionally, there are risks related to the possible default of the transaction’s counterparty and the illiquidity of derivatives, making them hard to sell or trade. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The derivatives used by the Fund may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Certain of the Fund’s transactions in derivatives could also affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Swap Agreements. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to identify counterparties for those swap agreements. If the Adviser is unable to enter into swap agreements that provide leveraged exposure to an Underlying Security, the Fund may not meet its stated investment objective. Additionally, any financing, borrowing or other costs associated with using swap transactions may also have the effect of lowering the Fund’s return. The swap agreements in which the Fund invests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivatives instruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities. If an Underlying Security has a dramatic move that causes a material decline in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the swap transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with the Fund’s investment objective. This may prevent the Fund from achieving its leveraged investment objective, even if the Underlying Security later reverses all or a portion of its movement. Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events. The value of the options contracts in which the Fund invests are substantially influenced by the value of the Underlying Security. The Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an option approaches its expiration date, its value typically increasingly moves with the value of the underlying instrument. However, prior to such date, the value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation between the movement in values options contracts and the underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as the Fund intends to continuously maintain indirect exposure to the Underlying Securities through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds enough to cover the cost of entering into new options contracts, the Fund may experience losses. The use of options to generate leverage introduces additional risks, including significant potential losses if the market moves unfavorably. The leverage inherent in options can amplify both gains and losses, leading to increased volatility and potential for substantial losses, particularly in periods of market uncertainty or low liquidity. Additionally, the Fund may incur losses if the value of an Underlying Security moves against its positions, potentially resulting in a complete loss of the premium paid. Leverage Risk: As part of the Fund’s principal investment strategy, the Fund will make investments in swap contracts and options. These derivative instruments provide the economic effect of financial leverage by creating additional investment exposure to the Underlying Securities, as well as the potential for greater loss. If the Fund uses leverage through purchasing derivative instruments, the Fund has the risk that losses may exceed the net assets of the Fund. The net asset value of the Fund while employing leverage will be more volatile and sensitive to market movements. Counterparty Risk. Counterparty risk is the likelihood or probability that a party involved in a transaction might default on its contractual obligation. Where the Fund enters into derivative contracts that are exchange-traded, the Fund is subject to the counterparty risk associated with the Fund’s clearing broker or clearinghouse. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. Compounding and Market Volatility Risk. To achieve its objective, the Fund seeks to generate daily returns of approximately 150% to 200% of the performance of OPEN, before fees and expenses. However, due to the effects of compounding, the Fund’s performance over periods longer than a single trading day is likely to differ from this targeted range. The Fund’s returns over extended periods result from the daily returns being compounded over time, and as a result, they may deviate significantly from 1.5 to 2 times the cumulative performance of the Underlying Security over the same period. Compounding impacts all investments, but the effects are more pronounced for funds that seek leveraged daily returns and rebalance daily. If the Underlying Security experiences consecutive days of adverse performance, the compounding effect will reduce the Fund’s net asset value at an accelerated rate, leading to smaller absolute dollar losses on subsequent declines. Conversely, when the Underlying Security experiences consecutive days of positive performance, the Fund’s net asset value will increase, amplifying the absolute dollar losses that could occur in the event of subsequent adverse performance. The impact of compounding is further influenced by the volatility of the Underlying Security and the length of time an investment is held. Greater volatility in the Underlying Security’s price over time will generally exacerbate the deviation between the Fund’s cumulative returns and the expected multiple of the Underlying Security’s cumulative return. This effect may lead to performance that is either greater or less than the expected range of 1.5 to 2 times the Underlying Security’s performance over an extended period. Fund performance over periods longer than a single day will be affected by various factors, including: (i) the volatility of the Underlying Security; (ii) the Underlying Security’s cumulative performance over the period; (iii) the duration of the holding period; (iv) financing costs associated with maintaining leveraged exposure; and (v) other Fund expenses. Particularly during periods of elevated volatility, compounding effects may cause the Fund’s performance to diverge further from the expected range of 1.5 to 2 times the cumulative performance of the Underlying Security. If the Underlying Security experiences sustained high volatility, the Fund may incur significant losses, even if the price of the Underlying Security remains relatively unchanged over time. For example, if the Underlying Security exhibits an annualized volatility of 100% but its price remains flat over a one-year period, the Fund could still experience substantial losses. This underscores the risk that, in highly volatile market conditions, the Fund’s returns may be significantly lower than its targeted range and, in extreme cases, could result in a complete loss of value. Economic and Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets. ETF Risks. <div id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember_zv1oDZeymvs8"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as Authorized Participants or APs). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. </td></tr> </table> <div id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--CashRedemptionRiskMember_zL7wOuwuriDh"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Cash Redemption Risk. The Fund’s investment strategy is expected to require it to redeem its shares for cash or to otherwise include primarily cash as part of its redemption proceeds. As a result, the Fund may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause the Fund to incur brokerage costs and/or recognize a capital gain that it might not have recognized if it had made a redemption in-kind. As a result, the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. By paying out higher annual capital gain distributions, investors may be subjected to increased capital gains taxes. Brokerage costs could be imposed on the Fund, and thus decrease the Fund’s net asset value, to the extent that the costs are not offset by a transaction fee payable by an AP.</td></tr> </table> <div id="xdx_A80_eoef--RiskTextBlock_hoef--RiskAxis__custom--CostsOfBuyingOrSellingSharesMember_ztwMwFlMVM21"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Costs of Buying or Selling Shares. Buying or selling Shares involves certain costs, including brokerage commissions, other charges imposed by brokers, and bid-ask spreads. The bid-ask spread represents the difference between the price at which an investor is willing to buy Shares and the price at which an investor is willing to sell Shares. The spread varies over time based on the Shares’ trading volume and market liquidity. The spread is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Due to the costs of buying or selling Shares, frequent trading of Shares may reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.</td></tr> </table> <div id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--SharesMayTradeAtPricesOtherThanNavMember_zyrLCth0sGr9"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant. Because securities held by the Fund may trade on foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums and discounts greater than those of ETFs holding only domestic securities.</td></tr> </table> <div id="xdx_A8D_eoef--RiskTextBlock_hoef--RiskAxis__custom--TradingMember_zUZBnME3Nu11"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Trading. Although Shares are listed for trading on a national securities exchange, such as NYSE Arca, Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s portfolio holdings, which can be significantly less liquid than Shares.</td></tr> </table> High Portfolio Turnover Risk. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses and reduce performance. Frequent trading may also cause adverse tax consequences for investors in the Fund due to an increase in short-term capital gains. Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Adviser’s success or failure to implement investment strategies for the Fund. Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including money market funds, depositary accounts and repurchase agreements. Repurchase agreements are contracts in which a seller of securities agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement. Money market instruments, including money market funds, may lose money through fees or other means. New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions. Non-Diversification Risk. Because the Fund is non-diversified, it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance. Operational Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the Fund, and Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks. Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply with the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options on shares of a single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC. U.S. Government and U.S. Agency Obligations Risk. The Fund may invest in securities issued by the U.S. government or its agencies or instrumentalities. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S. Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so. Performance Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. Updated performance information will be available on the Fund’s website at www.defianceetfs.com. Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. www.defianceetfs.com DEFIANCE Leveraged LONG EOSE ETF – FUND SUMMARY Investment Objective The Defiance Leveraged Long EOSE ETF (the “Fund”) seeks long-term capital appreciation. Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below. Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) <div id="xdx_A83_eoef--AnnualFundOperatingExpensesTableTextBlock_zxl3UQJIohS8"></div> <table cellpadding="0" cellspacing="0" id="xdx_A51_dU_zGwN16lqdgP7" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Annual Fund Operating Expenses"> <tr style="vertical-align: bottom"> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td id="xdx_49F_20251029__20251029__oef--ClassAxis__custom--C000265243Member_z15nGzSZhML3" style="-sec-ix-redline: true; text-align: center"> </td></tr> <tr id="xdx_40E_eoef--ManagementFeesOverAssets_dpn_zB74b6AFYuzc" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; width: 92%; padding-left: 9pt; text-align: justify">Management Fees(1)</td> <td style="-sec-ix-redline: true; width: 1%; text-align: justify"> </td> <td style="-sec-ix-redline: true; width: 7%; text-align: center">1.49%</td></tr> <tr id="xdx_400_eoef--DistributionAndService12b1FeesOverAssets_dpn_zrvfBmYQ7Wgj" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; padding-left: 9pt; text-align: justify">Distribution and Service (12b-1) Fees</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="-sec-ix-redline: true; text-align: center">0.00%</td></tr> <tr id="xdx_400_eoef--OtherExpensesOverAssets_dpn_zN2pf1v4oAsh" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; padding-left: 9pt; text-align: justify">Other Expenses(2)</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">0.02%</td></tr> <tr id="xdx_40A_eoef--ExpensesOverAssets_dpn_zNjBsHNeEIn5" style="vertical-align: bottom"> <td style="-sec-ix-redline: true; text-align: justify">Total Annual Fund Operating Expenses</td> <td style="-sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: center">1.51%</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td> <td style="border-bottom: black 1pt solid; -sec-ix-redline: true; text-align: justify"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%">(1)</td> <td id="xdx_F17_zloY9kUeskA4" style="width: 98%; text-align: justify">Under the Fund’s investment advisory agreement, in exchange for a single unitary management fee from the Fund, the Fund’s adviser has agreed to pay all expenses incurred by the Fund, except for its advisory fee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%">(2)</td> <td id="xdx_F11_zYkuSA3vr5Kj" style="width: 98%">Based on estimated amounts for the current fiscal year.</td></tr> </table> 0.0149 0.0000 0.0002 0.0151 Based on estimated amounts for the current fiscal year. Expense Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <div id="xdx_A80_eoef--ExpenseExampleWithRedemptionTableTextBlock_zd8HuilBOLK8"></div> <table cellpadding="0" cellspacing="0" id="xdx_A50_dU_znsb37iQSTqi" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Expense Example"> <tr style="vertical-align: bottom"> <td id="xdx_480_eoef--ExpenseExampleYear01_zetnir2PYJZa" style="border-top: black 1pt solid; -sec-ix-redline: true; width: 50%; text-align: center">1 Year</td> <td id="xdx_487_eoef--ExpenseExampleYear03_z3kUq0ACn3Xd" style="border-top: black 1pt solid; -sec-ix-redline: true; width: 50%; text-align: center">3 Years</td></tr> <tr id="xdx_41F_20251029__20251029__oef--ClassAxis__custom--C000265243Member_znWahma73GL4" style="vertical-align: bottom"> <td style="border-top: black 1pt solid; -sec-ix-redline: true; text-align: center">$154</td> <td style="border-top: black 1pt solid; -sec-ix-redline: true; text-align: center">$477</td></tr> </table> 154 477 Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in total annual fund operating expenses or in the Example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available. Principal Investment Strategies The Fund is an actively-managed exchange-traded fund (“ETF”) that seeks to achieve its investment objective by entering into derivatives transactions (i.e., swap agreements and options contracts) to gain long exposure to Eos Energy Enterprises, Inc. (“EOSE,” or the “Underlying Security”). The Fund uses leverage to seek to provide daily returns of approximately 150% to 200% of the performance of EOSE, before fees and expenses. Although the Fund’s leverage will vary, its base, daily target leverage level will be approximately 200%. The Adviser will determine the Fund’s actual leverage level based on market conditions and other factors described below. For example, if volatility in EOSE increases significantly, the Fund may adjust its leverage level to seek to manage risk. Leverage adjustments may also be influenced by operational considerations, such as the availability and cost of derivatives, regulatory constraints, or the overall liquidity of the Underlying Security and associated derivatives markets. The Fund’s approach to leverage allows it to remain responsive to market conditions while striving to achieve its stated investment objective. If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve daily investment results, before fees and expenses, that correspond to 150% to 200% the performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund’s actual leverage levels may differ substantially from its intended leverage target range, both intraday and at the close of trading, potentially resulting in significantly lower returns. The Fund employs leverage to enhance the total return of its long exposure to the Underlying Security. Under normal market conditions, the Fund’s daily exposure to the Underlying Security is expected to range from approximately 150% to 200% of the Fund’s net assets. This means that for each dollar invested in the Fund, the investor’s exposure to the performance of the Underlying Security will be equivalent to approximately one and a half to two dollars, magnifying the potential gains or losses associated with fluctuations in the price of the Underlying Security. The term “exposure” refers to the extent to which the Fund’s performance is influenced by changes in the Underlying Security’s value. As a result of the Fund’s leveraged strategy, an investment in the Fund is effectively amplified, allowing investors to potentially benefit from (or incur losses related to) the price movements of the Underlying Security. This approach seeks to provide enhanced returns, though it also carries commensurate risks, including the possibility of amplified losses. The Fund may utilize swap agreements (bilateral contracts in which the Fund agrees to exchange cash flows or returns with a counterparty based on the performance of the Underlying Security over a specified period) and/or listed options contracts (standardized financial derivatives that give the Fund the right, but not the obligation, to buy or sell the Underlying Security at a predetermined price within a specified timeframe) to achieve leveraged exposure. Swap agreements may be entered into with financial institutions for periods ranging from one day to over a year. These agreements involve exchanging the return (or rate-of-return differentials) on the Underlying Security’s share price. The return to be exchanged is calculated with respect to a notional amount (the face value of the instrument), such as the return on or change in value of a specific dollar amount representing the Underlying Security. The swap agreements the Fund may utilize will typically reset on a monthly basis or upon the occurrence of mutually agreed-upon conditions, such as when receivable or payable amounts reach predetermined thresholds relative to the principal. These resets effectively lock in the accumulated performance of the swap agreement up to that point. The Fund may also employ listed options, such as short-dated (a month or less) in-the-money call options (options with strike prices below the current market price of the underlying security, offering immediate intrinsic value), to achieve or supplement its leveraged exposure. These options allow the Fund to dynamically adjust its leverage strategy based on market conditions, liquidity constraints, swap availability, and/or pricing considerations for swaps. The ability to incorporate options provides the Fund with additional flexibility to pursue its investment objective and enhances the Fund’s capacity to respond to various market dynamics. At the end of each trading day, the Fund’s swaps and options are marked to market (valued based on current market prices), and the Adviser rebalances the portfolio to maintain leveraged exposure of approximately 150% to 200% of the Underlying Security’s share price. This rebalancing maintains alignment with the Fund’s investment objective. The performance of the Fund over periods exceeding a single day is influenced by several factors, including: a) the volatility of the Underlying Security; b) the Underlying Security’s overall performance; c) the duration of the investment period; d) financing rates associated with leveraged exposure; and e) other Fund expenses. Portfolio Attributes The Fund will hold assets to serve as collateral for the Fund’s derivatives investments. For those collateral holdings, the Fund may invest in (1) U.S. Government securities, such as bills, notes and bonds issued by the U.S. Treasury; (2) money market funds; (3) short term bond ETFs; and/or (4) corporate debt securities, such as commercial paper and other short-term unsecured promissory notes issued by businesses that are rated investment grade or of comparable quality. The Fund has adopted a policy to have at least 80% of its net assets, plus any borrowings for investment purposes, in financial instruments that provide financial exposure to the Underlying Security. For purposes of compliance with its 80% policy, derivatives will be valued at notional value. The Fund is expected to have a high annual portfolio turnover rate. The Fund is classified as “non-diversified” under the 1940 Act. Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in (or substantially exposed to) the same industry or industries as that assigned to EOSE. As of the date of the Prospectus, EOSE is assigned to the electrical equipment industry. Eose Energy Enterprises, Inc. EOSE designs, develops, manufactures, and markets energy storage solutions for utility-scale, microgrid, and commercial and industrial applications. EOSE is listed on The Nasdaq Stock Market LLC. Per EOSE’s most recent Form 10-K filing, the aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2024, was approximately $268.5 million based upon the closing sale price of EOSE’s common stock on that date. EOSE is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by EOSE pursuant to the Exchange Act can be located by reference to SEC file number 001-39291 through the SEC’s website at www.sec.gov. In addition, information regarding EOSE may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents. This document relates only to the securities offered hereby and does not relate to EOSE or any securities of EOSE. The Fund has derived all disclosures contained in this document regarding EOSE from publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to EOSE. None of the Fund, the Trust or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding EOSE is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of EOSE. (and therefore the price of EOSE at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning EOSE could affect the value received with respect to the securities and therefore the value of the securities. None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of EOSE. THE FUND, TRUST, AND THE ADVISER ARE NOT AFFILIATED WITH EOSE. The Fund was not developed or created by, and is not sponsored, endorsed, or approved by EOSE. Moreover, EOSE did not participate in the development of the Fund’s investment strategy. EOSE does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. EOSE does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by EOSE. All rights in the trademarks are reserved by their respective owners. Under normal market conditions, the Fund’s daily exposure to the Underlying Security is expected to range from approximately 150% to 200% of the Fund’s net assets. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. EOSE Risk. The Fund invests in swap contracts and options that are based on the share price of EOSE. This subjects the Fund to the risk that EOSE’s share price decreases. If the share price of EOSE decreases, the Fund will likely lose value and, as a result, the Fund may suffer significant losses. Therefore, as a result of the Fund’s exposure to the value of EOSE, the Fund may also be subject to the following risks: Indirect Investment in EOSE Risk. EOSE is not affiliated with the Trust, the Fund, the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of EOSE but will be exposed to the performance of EOSE (the underlying stock). Investors in the Fund will not have rights to receive dividends or other distributions or any other rights with respect to the underlying stock but will be subject to declines in the performance of the underlying stock. EOSE Trading Risk. The trading price of EOSE may be highly volatile and could continue to be subject to wide fluctuations in response to various factors. The stock market in general, and the market for bio technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. In particular, a large proportion of EOSE may be traded by short sellers which may put pressure on the supply and demand for the common stock of EOSE, further influencing volatility in its market price. Public perception and other factors outside of the control of EOSE may additionally impact EOSE’s share price due to EOSE garnering a disproportionate degree of public attention, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against such companies. Moreover, stockholder litigation could result in substantial costs and a diversion of the management of EOSE’s attention and resources. If EOSE trading is halted, trading in Shares of the Fund may be impacted, either temporarily or indefinitely. EOSE Performance Risk. EOSE may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of EOSE to decline. EOSE provides guidance regarding its expected financial and business performance, such as projections regarding sales and production, as well as anticipated future revenues, gross margins, profitability and cash flows. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and the guidance EOSE provides may not ultimately be accurate and has in the past been inaccurate in certain respects, such as the timing of new product manufacturing ramps. The guidance is based on certain assumptions such as those relating to global and local economic conditions, anticipated production and sales volumes (which generally are not linear throughout a given period), average sales prices, supplier and commodity costs, and planned cost reductions. If EOSE’s guidance is not accurate or varies from actual results due to its inability to meet the assumptions or the impact on its financial performance that could occur as a result of various risks and uncertainties, the market value of common stock issued by EOSE could decline significantly. Limited Operating History Risk. EOSE has had net losses and negative operating cash flows each fiscal quarter since inception of its business. EOSE expects to continue to incur losses and experience negative operating cash flows for the foreseeable future, as it anticipates continued investment in the development and launch of product with outside capital at the expense of short-term profitability. Insolvency and Bankruptcy Risk. For the fiscal year ended December 31, 2024, EOSE concluded that there was substantial doubt about its ability to continue to operate as a going concern for the next 12 months. Investments in securities of stressed, distressed and bankrupt issuers involve significant risks, including the risk of loss of the Fund’s entire investment in such securities. In addition, there are a number of significant risks inherent in the bankruptcy process. A bankruptcy filing by an issuer may adversely and permanently affect the market position and operations of the issuer. <p id="xdx_A88_eoef--RiskTextBlock_hoef--RiskAxis__custom--ElectricalEquipmentIndustryRiskMember_zG6QbVk1KrYg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0.5in; text-align: justify">Electrical Equipment Industry Risk. The electrical equipment industry can be significantly affected by general economic trends, including employment, economic growth, interest rates, and changes in commodity prices. Electrical equipment companies are subject to the risks of technical obsolescence, and their profitability may be affected by government regulation and spending, import controls and worldwide competition. Companies in these industries also can be adversely affected by liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control. These factors may result in a material adverse impact on the Fund’s portfolio securities and the performance of the Fund. Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security, may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole. Additionally, the Fund will seek to employ its investment strategy as it relates to the underlying issuer regardless of whether there are significant corporate actions such as restructurings, enforcement activity, or acquisitions or periods adverse market, economic, or other conditions and will not seek to take temporary defensive positions during such periods. Concentration Risk. The Fund will not concentrate its investments (i.e., hold more than 25% of its total assets) in any industry or group of related industries, except that the Fund will have economic exposure that is concentrated to the industry, if any, assigned to EOSE. As a result, the Fund may be more susceptible to loss due to adverse occurrences that affect the price of such industry more than the market as a whole. <p id="xdx_A8A_eoef--RiskTextBlock_hoef--RiskAxis__custom--ElectricalEquipmentIndustryRisksMember_zkGxHy3iou06" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 0in; text-align: justify">Electrical Equipment Industry Risk. The electrical equipment industry can be significantly affected by general economic trends, including employment, economic growth, interest rates, and changes in commodity prices. Electrical equipment companies are subject to the risks of technical obsolescence, and their profitability may be affected by government regulation and spending, import controls and worldwide competition. Companies in these industries also can be adversely affected by liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control. These factors may result in a material adverse impact on the Fund’s portfolio securities and the performance of the Fund. Derivatives Risks. The Fund’s derivative investments carry risks such as an imperfect match between the derivative’s performance and its underlying assets or index, and the potential for loss of principal, which can exceed the initial investment. Additionally, there are risks related to the possible default of the transaction’s counterparty and the illiquidity of derivatives, making them hard to sell or trade. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Fund may experience significant delays in obtaining any recovery under the derivative contract in a bankruptcy or other reorganization proceeding. The derivatives used by the Fund may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. Certain of the Fund’s transactions in derivatives could also affect the amount, timing, and character of distributions to shareholders, which may result in the Fund realizing more short-term capital gain and ordinary income subject to tax at ordinary income tax rates than it would if it did not engage in such transactions, which may adversely impact the Fund’s after-tax returns. Swap Agreements. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to identify counterparties for those swap agreements. If the Adviser is unable to enter into swap agreements that provide leveraged exposure to an Underlying Security, the Fund may not meet its stated investment objective. Additionally, any financing, borrowing or other costs associated with using swap transactions may also have the effect of lowering the Fund’s return. The swap agreements in which the Fund invests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivatives instruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities. If an Underlying Security has a dramatic move that causes a material decline in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the swap transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with the Fund’s investment objective. This may prevent the Fund from achieving its leveraged investment objective, even if the Underlying Security later reverses all or a portion of its movement. Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events. The value of the options contracts in which the Fund invests are substantially influenced by the value of the Underlying Security. The Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an option approaches its expiration date, its value typically increasingly moves with the value of the underlying instrument. However, prior to such date, the value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation between the movement in values options contracts and the underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as the Fund intends to continuously maintain indirect exposure to the Underlying Securities through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds enough to cover the cost of entering into new options contracts, the Fund may experience losses. The use of options to generate leverage introduces additional risks, including significant potential losses if the market moves unfavorably. The leverage inherent in options can amplify both gains and losses, leading to increased volatility and potential for substantial losses, particularly in periods of market uncertainty or low liquidity. Additionally, the Fund may incur losses if the value of an Underlying Security moves against its positions, potentially resulting in a complete loss of the premium paid. Leverage Risk: As part of the Fund’s principal investment strategy, the Fund will make investments in swap contracts and options. These derivative instruments provide the economic effect of financial leverage by creating additional investment exposure to the Underlying Securities, as well as the potential for greater loss. If the Fund uses leverage through purchasing derivative instruments, the Fund has the risk that losses may exceed the net assets of the Fund. The net asset value of the Fund while employing leverage will be more volatile and sensitive to market movements. Counterparty Risk. Counterparty risk is the likelihood or probability that a party involved in a transaction might default on its contractual obligation. Where the Fund enters into derivative contracts that are exchange-traded, the Fund is subject to the counterparty risk associated with the Fund’s clearing broker or clearinghouse. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties. Compounding and Market Volatility Risk. To achieve its objective, the Fund seeks to generate daily returns of approximately 150% to 200% of the performance of EOSE, before fees and expenses. However, due to the effects of compounding, the Fund’s performance over periods longer than a single trading day is likely to differ from this targeted range. The Fund’s returns over extended periods result from the daily returns being compounded over time, and as a result, they may deviate significantly from 1.5 to 2 times the cumulative performance of the Underlying Security over the same period. Compounding impacts all investments, but the effects are more pronounced for funds that seek leveraged daily returns and rebalance daily. If the Underlying Security experiences consecutive days of adverse performance, the compounding effect will reduce the Fund’s net asset value at an accelerated rate, leading to smaller absolute dollar losses on subsequent declines. Conversely, when the Underlying Security experiences consecutive days of positive performance, the Fund’s net asset value will increase, amplifying the absolute dollar losses that could occur in the event of subsequent adverse performance. The impact of compounding is further influenced by the volatility of the Underlying Security and the length of time an investment is held. Greater volatility in the Underlying Security’s price over time will generally exacerbate the deviation between the Fund’s cumulative returns and the expected multiple of the Underlying Security’s cumulative return. This effect may lead to performance that is either greater or less than the expected range of 1.5 to 2 times the Underlying Security’s performance over an extended period. Fund performance over periods longer than a single day will be affected by various factors, including: (i) the volatility of the Underlying Security; (ii) the Underlying Security’s cumulative performance over the period; (iii) the duration of the holding period; (iv) financing costs associated with maintaining leveraged exposure; and (v) other Fund expenses. Particularly during periods of elevated volatility, compounding effects may cause the Fund’s performance to diverge further from the expected range of 1.5 to 2 times the cumulative performance of the Underlying Security. If the Underlying Security experiences sustained high volatility, the Fund may incur significant losses, even if the price of the Underlying Security remains relatively unchanged over time. For example, if the Underlying Security exhibits an annualized volatility of 100% but its price remains flat over a one-year period, the Fund could still experience substantial losses. This underscores the risk that, in highly volatile market conditions, the Fund’s returns may be significantly lower than its targeted range and, in extreme cases, could result in a complete loss of value. Economic and Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets. ETF Risks. <div id="xdx_A81_eoef--RiskTextBlock_hoef--RiskAxis__custom--AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember_zE1twmCHpbNa"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as Authorized Participants or APs). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. </td></tr> </table> <div id="xdx_A83_eoef--RiskTextBlock_hoef--RiskAxis__custom--CashRedemptionRiskMember_zjoETDa1HeVe"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Cash Redemption Risk. The Fund’s investment strategy is expected to require it to redeem its shares for cash or to otherwise include primarily cash as part of its redemption proceeds. As a result, the Fund may be required to sell or unwind portfolio investments to obtain the cash needed to distribute redemption proceeds. This may cause the Fund to incur brokerage costs and/or recognize a capital gain that it might not have recognized if it had made a redemption in-kind. As a result, the Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. By paying out higher annual capital gain distributions, investors may be subjected to increased capital gains taxes. Brokerage costs could be imposed on the Fund, and thus decrease the Fund’s net asset value, to the extent that the costs are not offset by a transaction fee payable by an AP.</td></tr> </table> <div id="xdx_A8A_eoef--RiskTextBlock_hoef--RiskAxis__custom--CostsOfBuyingOrSellingSharesMember_zBXfM3jmdMu2"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Costs of Buying or Selling Shares. Buying or selling Shares involves certain costs, including brokerage commissions, other charges imposed by brokers, and bid-ask spreads. The bid-ask spread represents the difference between the price at which an investor is willing to buy Shares and the price at which an investor is willing to sell Shares. The spread varies over time based on the Shares’ trading volume and market liquidity. The spread is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Due to the costs of buying or selling Shares, frequent trading of Shares may reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.</td></tr> </table> <div id="xdx_A86_eoef--RiskTextBlock_hoef--RiskAxis__custom--SharesMayTradeAtPricesOtherThanNavMember_z1CZzaFzzcqc"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Shares May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary market at market prices. Although it is expected that the market price of Shares will approximate the Fund’s NAV, there may be times when the market price of Shares is more than the NAV intra-day (premium) or less than the NAV intra-day (discount) due to supply and demand of Shares or during periods of market volatility. This risk is heightened in times of market volatility, periods of steep market declines, and periods when there is limited trading activity for Shares in the secondary market, in which case such premiums or discounts may be significant. Because securities held by the Fund may trade on foreign exchanges that are closed when the Fund’s primary listing exchange is open, the Fund is likely to experience premiums and discounts greater than those of ETFs holding only domestic securities.</td></tr> </table> <div id="xdx_A88_eoef--RiskTextBlock_hoef--RiskAxis__custom--TradingMember_zO78gEcF1G8i"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 30px"> </td> <td style="width: 30px">○</td> <td style="text-align: justify">Trading. Although Shares are listed for trading on a national securities exchange, such as NYSE Arca, Inc. (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s portfolio holdings, which can be significantly less liquid than Shares.</td></tr> </table> High Portfolio Turnover Risk. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses and reduce performance. Frequent trading may also cause adverse tax consequences for investors in the Fund due to an increase in short-term capital gains. Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Adviser’s success or failure to implement investment strategies for the Fund. Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including money market funds, depositary accounts and repurchase agreements. Repurchase agreements are contracts in which a seller of securities agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement. Money market instruments, including money market funds, may lose money through fees or other means. New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions. Non-Diversification Risk. Because the Fund is non-diversified, it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase the Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance. Operational Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the Fund and the Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks. Tax Risk. The Fund intends to elect and to qualify each year to be treated as a RIC under Subchapter M of the Code. As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply with the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options on shares of a single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC. U.S. Government and U.S. Agency Obligations Risk. The Fund may invest in securities issued by the U.S. government or its agencies or instrumentalities. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S. Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so. Performance Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. Updated performance information will be available on the Fund’s website at www.defianceetfs.com. Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. www.defianceetfs.com Under the Fund’s investment advisory agreement, in exchange for a single unitary management fee from the Fund, the Fund’s adviser has agreed to pay all expenses incurred by the Fund, except for its advisory fee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses. Based on estimated amounts for the current fiscal year. Under the Fund’s investment advisory agreement, in exchange for a single unitary management fee from the Fund, the Fund’s adviser has agreed to pay all expenses incurred by the Fund, except for its advisory fee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses. Based on estimated amounts for the current fiscal year. Under the Fund’s investment advisory agreement, in exchange for a single unitary management fee from the Fund, the Fund’s adviser has agreed to pay all expenses incurred by the Fund, except for its advisory fee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses. Based on estimated amounts for the current fiscal year. Under the Fund’s investment advisory agreement, in exchange for a single unitary management fee from the Fund, the Fund’s adviser has agreed to pay all expenses incurred by the Fund, except for its advisory fee, interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses. Based on estimated amounts for the current fiscal year.