0001924868 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:BmnrRisksMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:IndirectInvestmentInBmnrRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:BmnrTradingRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:BMNRPerformanceRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:SoftwareIndustryRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:BitcoinRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:CapitalInvestmentRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:EnergyRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:RegulatoryRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:KeyManRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:DerivativesRisksMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:SwapAgreementsMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:OptionsContractsMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:LeverageRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:ConcentrationRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:CounterpartyRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:CompoundingAndMarketVolatilityRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:EtfRisksMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:CashRedemptionRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:CostsOfBuyingOrSellingSharesMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:SharesMayTradeAtPricesOtherThanNavMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:TradingMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:EconomicAndMarketRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:HighPortfolioTurnoverRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:ManagementRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:MoneyMarketInstrumentRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:NewFundRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member oef:RiskNondiversifiedStatusMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:OperationalRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:TaxRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member defiance:USGovernmentandUSAgencyObligationsRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:SOFIRisksMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:IndirectInvestmentInSofiRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:SofiTradingRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:SOFIPerformanceRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:ConsumerFinanceIndustryRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:InterestRatesRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:IntellectualPropertyRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:OperationsRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:InternationalBusinessRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:DerivativesRisksMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:SwapAgreementsMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:OptionsContractsMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:LeverageRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:ConcentrationRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:CounterpartyRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:CompoundingAndMarketVolatilityRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:EtfRisksMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:CashRedemptionRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:CostsOfBuyingOrSellingSharesMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:SharesMayTradeAtPricesOtherThanNavMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:TradingMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:EconomicAndMarketRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:HighPortfolioTurnoverRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:ManagementRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:MoneyMarketInstrumentRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:NewFundRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member oef:RiskNondiversifiedStatusMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:OperationalRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:TaxRiskMember 2025-10-31 2025-10-31 0001924868 defiance:S000096508Member defiance:USGovernmentandUSAgencyObligationsRiskMember 2025-10-31 2025-10-31 0001924868 defiance:C000265357Member 2025-10-31 2025-10-31 0001924868 defiance:C000265358Member 2025-10-31 2025-10-31 0001924868 defiance:S000096507Member oef:RiskLoseMoneyMember 2025-10-31 2025-10-31 iso4217:USD shares iso4217:USD shares pure false 485BPOS 0001924868 2025-10-31 N-1A TIDAL TRUST II 2025-11-02 DEFIANCE LEVERAGED LONG + INCOME BMNR ETF - FUND SUMMARY Investment Objective The Defiance Leveraged Long + Income BMNR ETF (the “Fund”) seeks long-term capital appreciation, with a secondary objective to seek current income. 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. <div id="xdx_A84_eoef--AnnualFundOperatingExpensesTableTextBlock_zfmdAnfLmRc1"></div> <table cellpadding="0" cellspacing="0" id="xdx_A59_dU_zftm6wXnkyNk" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Annual Fund Operating Expenses"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td id="xdx_981_eoef--OperatingExpensesCaption_c20251031__20251031__dei--LegalEntityAxis__custom--S000096507Member_z1iHKE6iCwIk" style="border-top: black 1pt solid; font: 10pt Times New Roman, Times, Serif">Annual Fund Operating Expenses(1)(expenses that you pay each year as a percentage of the value of your investment)</td> <td id="xdx_49E_20251031__20251031__oef--ClassAxis__custom--C000265357Member_z0PiQPC3wUvj" style="border-top: black 1pt solid; font: 10pt Times New Roman, Times, Serif"> 1</td></tr> <tr id="xdx_400_eoef--ManagementFeesOverAssets_dpn_ztitX7qgruLd" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; width: 85%; padding-left: 9pt">Management Fees </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 15%; text-align: center">1.49%</td></tr> <tr id="xdx_405_eoef--DistributionAndService12b1FeesOverAssets_dpn_zvAQwqXJYFj9" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt">Distribution and Service (12b-1) Fees </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center">None</td></tr> <tr id="xdx_406_eoef--OtherExpensesOverAssets_dpn_z8SqV5P5Sgkj" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt">Other Expenses </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center">0.02%</td></tr> <tr id="xdx_405_eoef--ExpensesOverAssets_dpn_zEe4ioEpHdG1" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif">Total Annual Fund Operating Expenses(2)</td> <td style="border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center">1.51%</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px">(1)</td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 3pt; text-align: justify">The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all of the Fund’s expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, 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, as amended (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses.</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif">(2)</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Based on estimated amounts for the current fiscal year.</td></tr> </table> Annual Fund Operating Expenses(1)(expenses that you pay each year as a percentage of the value of your investment) 0.0149 0 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. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <div id="xdx_A87_eoef--ExpenseExampleWithRedemptionTableTextBlock_zSjebhhPVPOc"></div> <table cellpadding="0" cellspacing="0" id="xdx_A52_dU_zqDHUU7RlqSg" style="font: 10pt Times New Roman, Times, Serif; margin-left: auto; width: 50%; border-collapse: collapse; margin-right: auto" summary="xdx: Disclosure - Expense Example"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td id="xdx_48A_eoef--ExpenseExampleYear01_zShh0WWGnNl6" style="border-top: black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 54%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">1 Year</td> <td id="xdx_486_eoef--ExpenseExampleYear03_zFqjdbrFqodc" style="border-top: black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 46%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">3 Years</td></tr> <tr id="xdx_41D_20251031__20251031__oef--ClassAxis__custom--C000265357Member_zEvgYbF1Xp57" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">$154</td> <td style="border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; 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 through a combination of a Leveraged Strategy and an Income Generation Strategy. The Leveraged Strategy aims to amplify returns by employing derivatives to achieve exposure to the share price of the common stock of Bitmine Immersion Technologies, Inc. (NYSE AM: BMNR) (“BMNR” or the “Underlying Security”) at daily levels ranging from 150% to 200% of the Fund’s net assets. The Income Generation Strategy complements the Leveraged Strategy by utilizing credit call spreads to seek to generate premium income and manage risk associated with the Fund’s leveraged exposure. While these strategies are designed to enhance potential returns and mitigate certain risks, the Income Generation Strategy may limit the upside performance of the Leveraged Strategy on the portion of exposure covered by the credit call spreads. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0px"></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Leveraged Strategy:</td></tr> </table> The Fund seeks to achieve its investment objective by entering into derivatives transactions (i.e., swap agreements and options contracts) to gain long exposure to the Underlying Security. The Fund uses leverage to seek to provide daily returns of approximately 150% to 200% of the performance of the Underlying Security, before fees and expenses. Although the Fund’s leverage will vary, its base, daily target leverage level will be approximately 200%. The Fund’s investment adviser will determine the Fund’s actual leverage level based on market conditions and other factors described below. For example, if volatility in the Underlying Security 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 dynamic 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, or pricing considerations for swaps. The ability to incorporate options provides additional flexibility in pursuing the Fund’s investment objective, enhancing 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 Fund’s investment adviser rebalances the portfolio to maintain leveraged exposure of approximately 150% to 200% of the Underlying Security’s share price. This rebalancing ensures 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. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0px"></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Income Generation Strategy:</td></tr> </table> The Fund will write (sell) credit call spreads (described below) to generate premium income and manage risk associated with its leveraged exposure to the Underlying Security’s share price. A credit call spread involves selling a call option while simultaneously buying a call option with a higher strike price, both with the same expiration date. By writing credit call spreads, the Fund can potentially offset losses incurred from its short call positions if the Underlying Security’s share price rises above the upper strike price. The Fund’s credit call spreads are generally implemented on approximately 100% of the Fund’s net notional exposure to the Underlying Security. For instance, if the Fund employs leverage of 200%, half of the Fund’s effective exposure to the Underlying Security will be offset by the call spread, limiting upside participation for that portion of the exposure. While the strategy reduces the potential for gains from leveraged increases in the Underlying Security’s price, it generates premium income and mitigates risk through predefined limits on losses. While the Fund generally views its receipt of options premiums as “income,” such premiums may instead represent return of capital (“ROC”), depending on whether the particular options transaction, considered as a whole, results in a gain (income) or a loss (ROC). Generally, ROC refers to the portion of a distribution from an investment that represents a return of the original investment (principal) rather than income or profit. Accordingly, such distributions do not necessarily reflect the Fund’s income or yield. Portfolio Attributes The Fund will seek to provide at least weekly income distributions in the form of cash. Distributions should not be interpreted as an indication of actual investment returns or of income yield, as a portion (potentially substantial) of the distributions made by the Fund may be classified as ROC for financial reporting or tax purposes. 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 this 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. There is no guarantee that the Fund’s investment strategy will be properly implemented, and an investor may lose some or all of its investment. Bitmine Immersion Technologies, Inc. Bitmine Immersion Technologies, Inc. is a blockchain technology company focused on building out industrial-scale digital asset mining, equipment sales, and hosting operations. BMNR primarily focuses on bitcoin mining and hosting third-party mining equipment. BMNR is listed on NYSE American LLC. Per BMNR’s most recent 10-K filing, as of February 29, 2024, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $16.6 million. As of October 2025, industry data sources have estimated the total market capitalization of BMNR (i.e., the value of all outstanding shares) to be in excess of $9 billion. BMNR is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by BMNR pursuant to the Exchange Act can be located by reference to SEC file number 001-42675 through the SEC’s website at www.sec.gov. In addition, information regarding BMNR 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 the Underlying Security or other securities of Bitmine Immersion Technologies, Inc. The Fund has derived all disclosures contained in this document regarding Bitmine Immersion Technologies, Inc. from the publicly available documents. None of the Fund, the Trust, 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 Bitmine Immersion Technologies, Inc. None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding Bitmine Immersion Technologies, Inc. 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 the Underlying Security (and therefore the price of the Underlying Security 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 Bitmine Immersion Technologies, Inc. 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 the Underlying Security. NONE OF THE FUND, TIDAL TRUST II, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH BITMINE IMMERSION TECHNOLOGIES, INC. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, BITMINE IMMERSION TECHNOLOGIES, INC. Moreover, Bitmine Immersion Technologies, Inc. has not participated in the development of the Fund’s investment strategy. Bitmine Immersion Technologies, Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Bitmine Immersion Technologies, Inc. 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 Bitmine Immersion Technologies, Inc. None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by BMNR or its affiliates. All rights in the trademarks are reserved by their respective owners. Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in (or substantially exposed to) the same industry as that assigned to the Underlying Security. As of the date of the Prospectus, the Underlying Security is assigned to the software industry. 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. <p id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--BmnrRisksMember_zvtSoHeX4fjg" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">BMNR Risks. The Fund invests in swap contracts and options that are based on the share price of BMNR. This subjects the Fund to the risk that BMNR’s share price decreases. If the share price of BMNR 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 Bitmine Immersion Technologies, Inc., the Fund may also be subject to the following risks: <p id="xdx_A8C_eoef--RiskTextBlock_hoef--RiskAxis__custom--IndirectInvestmentInBmnrRiskMember_zconRLdr01c5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">Indirect Investment in BMNR Risk. BMNR is not affiliated with the Trust, the Fund, or 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 or influence over the management of BMNR but will be exposed to the performance of BMNR (the Underlying Security). Investors will also not have the right to receive dividends or other distributions from BMNR, but will remain subject to price fluctuations and other risks associated with ownership of the Underlying Security. <p id="xdx_A85_eoef--RiskTextBlock_hoef--RiskAxis__custom--BmnrTradingRiskMember_zg6BqgIdjjd" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">BMNR Trading Risk. The trading price of BMNR may be subject to volatility and could experience wide fluctuations due to various factors. Short sellers may also influence BMNR’s trading activity, contributing to market instability. Public perception and external factors beyond the company’s control may influence BMNR’s stock price disproportionately. Additionally, following periods of market volatility, companies have faced securities class action litigation. Any adverse judgment or future stockholder litigation could result in substantial costs and divert management’s attention and resources. In the event of a trading halt, delisting, or significant disruption in the market for BMNR’s shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely. <p id="xdx_A8B_eoef--RiskTextBlock_hoef--RiskAxis__custom--BMNRPerformanceRiskMember_zzwtHYV2hhJ9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">BMNR Performance Risk. BMNR may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of BMNR to decline. Correctly identifying key factors affecting business conditions and predicting future events is inherently an uncertain process, and the guidance BMNR provides may not ultimately be accurate. If BMNR’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 BMNR could decline significantly. <p id="xdx_A81_eoef--RiskTextBlock_hoef--RiskAxis__custom--SoftwareIndustryRiskMember_zICeKDl21IXd" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">Software Industry Risk. The software industry can be significantly affected by intense competition, aggressive pricing, technological innovations, and product obsolescence. Companies in the software industry are subject to significant competitive pressures, such as aggressive pricing, new market entrants, competition for market share, short product cycles due to an accelerated rate of technological developments and the potential for limited earnings and/or falling profit margins. These companies also face the risks that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies and, as a result, the value of their securities. Also, patent protection is integral to the success of many companies in this industry, and profitability can be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the cost of litigating patent infringement and the loss of patent protection for products (which significantly increases pricing pressures and can materially reduce profitability with respect to such products). In addition, many software companies have limited operating histories. Prices of these companies’ securities historically have been more volatile than other securities, especially over the short term. <p id="xdx_A83_eoef--RiskTextBlock_hoef--RiskAxis__custom--BitcoinRiskMember_zDO7Z5gmNE5k" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">Bitcoin Risk. While the Fund will not directly invest in digital assets, it will be subject to the risks associated with bitcoin by virtue of its exposure to BMNR. BMNR generates its revenue from digital asset mining and hosting third party digital asset miners. The price of bitcoin is extremely volatile. The cost to mine a bitcoin is independent of the then current price of bitcoin, so when prices are low, the cost per coin to mine may consume much of BMNR’s available cash, which means that there is less capital with which to invest in future company growth. Similarly, when prices are low, BMNR’s profitability is decreased on a dollar-for-dollar basis correlated to the then price of bitcoin. Given the volatility of bitcoin, these factors render BMNR unable to accurately predict in advance what its growth plans may be and accurately forecast revenue and profitability projections for any reporting period. Fluctuations in the price of bitcoin may significantly influence the market price of BMNR’s bitcoin holdings and therefore, the price of its common stock. Additional risks related to bitcoin include uncertainty surrounding new technology, limited evaluation due to bitcoin’s short trading history, and the potential decline in adoption and value over the long term. Regulatory uncertainties, such as potential government interventions and conflicting regulations across jurisdictions, can impact the demand for bitcoin and restrict its usage. Additionally, risks associated with the sale of newly mined bitcoin, bitcoin trading platforms, competition from alternative digital assets, mining operations, network modifications, and intellectual property claims pose further challenges to bitcoin-linked investments. <p id="xdx_A8D_eoef--RiskTextBlock_hoef--RiskAxis__custom--CapitalInvestmentRiskMember_z8UmOl82ZDI6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">Capital Investment Risk. As the prices of digital assets increase, the profits that are generated from the mining those assets also increase, which causes more companies to enter the mining industry and existing companies to expand their mining operations. BMNR may not be able to obtain new hosting and transaction processing hardware or purchase such hardware at competitive prices during times of high interest and demand for digital assets, which could have a material adverse effect on BMNR’s business, financial condition and results of operations. <p id="xdx_A8D_eoef--RiskTextBlock_hoef--RiskAxis__custom--EnergyRiskMember_zr6fTupYiOb5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">Energy Risk. The operation of a bitcoin mining facility requires significant amounts of electrical power. Any mining site BMNR currently operates or establishes in the future can only be successful if BMNR can continue to obtain sufficient electrical power for that site on a cost-effective basis. BMNR’s mining operations are conducted across a mix of leased properties and hosting agreements with third parties, each of which have unique power agreements. Geopolitical events including the war in Ukraine and inflationary impacts have caused power prices to increase worldwide; if power prices continue to increase while bitcoin prices decrease, BMNR’s ability to profitability mine bitcoin would be negatively impacted. <p id="xdx_A89_eoef--RiskTextBlock_hoef--RiskAxis__custom--RegulatoryRiskMember_zzqCcxBYToLj" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">Regulatory Risk. BMNR is subject to an extensive, highly evolving and uncertain regulatory and business landscape and any adverse changes to, or our failure to comply with, any laws and regulations, and adverse business reactions from counterparties could adversely affect BMNR’s brand, reputation, business, operating results, and financial condition. <p id="xdx_A86_eoef--RiskTextBlock_hoef--RiskAxis__custom--KeyManRiskMember_zV6mKEJ3u5Fk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.25in; text-align: justify">Key Man Risk. BMNR is dependent upon the efforts and services of its small executive team. While BMNR has a preliminary plan for succession of certain key executive, the loss of any one of our key executives could have an adverse effect on its operations. <p id="xdx_A86_eoef--RiskTextBlock_hoef--RiskAxis__custom--DerivativesRisksMember_zJXBGdkPta5l" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A80_eoef--RiskTextBlock_hoef--RiskAxis__custom--SwapAgreementsMember_zLNR6dxXalZ6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">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. <p id="xdx_A86_eoef--RiskTextBlock_hoef--RiskAxis__custom--OptionsContractsMember_zWYqzbyaVXb4" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">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. <p id="xdx_A88_eoef--RiskTextBlock_hoef--RiskAxis__custom--LeverageRiskMember_zsiB03X45Rsh" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A8B_eoef--RiskTextBlock_hoef--RiskAxis__custom--ConcentrationRiskMember_zceiAxDHUdgb" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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 may have economic exposure that is concentrated in the industry or industries, if any, assigned to the Underling Security. As a result, the Fund may be more susceptible to loss due to adverse occurrences that affect the price of such industries more than the market as a whole. <p id="xdx_A8D_eoef--RiskTextBlock_hoef--RiskAxis__custom--CounterpartyRiskMember_zDN6k877JGk5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A8F_eoef--RiskTextBlock_hoef--RiskAxis__custom--CompoundingAndMarketVolatilityRiskMember_z317RTvDYoq6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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 the Underlying Security, 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. <p id="xdx_A8C_eoef--RiskTextBlock_hoef--RiskAxis__custom--EtfRisksMember_z7MiCLSlv5w5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">ETF Risks. <div id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__custom--AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember_z0m61yi97zri"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; 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_A8B_eoef--RiskTextBlock_hoef--RiskAxis__custom--CashRedemptionRiskMember_zhmpKwms6X2g"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; 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_A8F_eoef--RiskTextBlock_hoef--RiskAxis__custom--CostsOfBuyingOrSellingSharesMember_zg2fjqjjm412"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Costs of Buying or Selling Shares. Investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the bid-ask spread. The bid-ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Further, a relatively small investor base in the Fund, asset swings in the Fund and/or increased market volatility may cause increased bid-ask spreads. Due to the costs of buying or selling Shares, including bid-ask spreads, frequent trading of Shares may significantly 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_A8F_eoef--RiskTextBlock_hoef--RiskAxis__custom--SharesMayTradeAtPricesOtherThanNavMember_z2bFQ5CxVxqd"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; 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_A8C_eoef--RiskTextBlock_hoef--RiskAxis__custom--TradingMember_zkeohZyQfzK1"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Trading. Although Shares are listed for trading on a national securities exchange, such as The Nasdaq Stock Market, LLC (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> <p id="xdx_A81_eoef--RiskTextBlock_hoef--RiskAxis__custom--EconomicAndMarketRiskMember_zjexSiP6uzsb" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">Economic and Market Risk. The Fund’s investments are subject to changes in general economic conditions, general market fluctuations and the risks inherent in investment in securities and other financial instruments. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, inflation, changes in the actual or perceived creditworthiness of issuers, and general market liquidity. 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. <p id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__custom--HighPortfolioTurnoverRiskMember_zd40sDYxqpa2" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses. Frequent trading may also cause adverse tax consequences for investors in the Fund due to an increase in short-term capital gains. <p id="xdx_A80_eoef--RiskTextBlock_hoef--RiskAxis__custom--ManagementRiskMember_z5RBHr6AiiPk" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. In managing the Fund’s investment portfolio, the portfolio managers will apply investment techniques and risk analyses that may not produce the desired result. There can be no guarantee that the Fund will meet its investment objective. <p id="xdx_A8F_eoef--RiskTextBlock_hoef--RiskAxis__custom--MoneyMarketInstrumentRiskMember_z7d7nlbFMeM3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A81_eoef--RiskTextBlock_hoef--RiskAxis__custom--NewFundRiskMember_znnnrmurrBL5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">New Fund Risk. The Fund is a newly organized management investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decisions. There can be no assurance that the Fund will grow to or maintain an economically viable size. <p id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__oef--RiskNondiversifiedStatusMember_zf6cx4rgU6k5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--OperationalRiskMember_zcpQnJBYvilj" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A80_eoef--RiskTextBlock_hoef--RiskAxis__custom--TaxRiskMember_zm0zUDaDDh89" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A83_eoef--RiskTextBlock_hoef--RiskAxis__custom--USGovernmentandUSAgencyObligationsRiskMember_zwF2dl510YH3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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 + INCOME SOFI ETF - FUND SUMMARY Investment Objective The Defiance Leveraged Long + Income SOFI ETF (the “Fund”) seeks long-term capital appreciation, with a secondary objective to seek current income. 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 <div id="xdx_A8A_eoef--AnnualFundOperatingExpensesTableTextBlock_zfLEy307Nx2f"></div> <table cellpadding="0" cellspacing="0" id="xdx_A59_dU_zxafvMVmxuQe" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Annual Fund Operating Expenses"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td id="xdx_98B_eoef--OperatingExpensesCaption_c20251031__20251031__dei--LegalEntityAxis__custom--S000096508Member_zTS7YBVUrVxg" style="border-top: black 1pt solid; font: 10pt Times New Roman, Times, Serif">Annual Fund Operating Expenses(1)(expenses that you pay each year as a percentage of the value of your investment)</td> <td id="xdx_49D_20251031__20251031__oef--ClassAxis__custom--C000265358Member_zZwRVlROUqp8" style="border-top: black 1pt solid; font: 10pt Times New Roman, Times, Serif"> 1</td></tr> <tr id="xdx_40E_eoef--ManagementFeesOverAssets_dpn_zF14BQdhE5bg" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; width: 85%; padding-left: 9pt">Management Fees </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 15%; text-align: center">1.49%</td></tr> <tr id="xdx_400_eoef--DistributionAndService12b1FeesOverAssets_dpn_zxVvaVWPV4U8" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt">Distribution and Service (12b-1) Fees </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center">None</td></tr> <tr id="xdx_400_eoef--OtherExpensesOverAssets_dpn_zwY6WLFE8pZg" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="font: 10pt Times New Roman, Times, Serif; padding-left: 9pt">Other Expenses </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center">0.02%</td></tr> <tr id="xdx_40A_eoef--ExpensesOverAssets_dpn_zYEKTbtqzEdf" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif">Total Annual Fund Operating Expenses(2)</td> <td style="border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif; text-align: center">1.51%</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px">(1)</td> <td style="font: 10pt Times New Roman, Times, Serif; padding-bottom: 6pt; text-align: justify">The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all of the Fund’s expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, 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, as amended (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses.</td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif">(2)</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Based on estimated amounts for the current fiscal year.</td></tr> </table> Annual Fund Operating Expenses(1)(expenses that you pay each year as a percentage of the value of your investment) 0.0149 0 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. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <div id="xdx_A8F_eoef--ExpenseExampleWithRedemptionTableTextBlock_zNNmgaDK6X8g"></div> <table cellpadding="0" cellspacing="0" id="xdx_A58_dU_zp3I4dgw19yg" style="font: 10pt Times New Roman, Times, Serif; margin-left: auto; width: 50%; border-collapse: collapse; margin-right: auto" summary="xdx: Disclosure - Expense Example"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td id="xdx_486_eoef--ExpenseExampleYear01_z29FoxkfM8cb" style="border-top: black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 54%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">1 Year</td> <td id="xdx_489_eoef--ExpenseExampleYear03_zZUP2lf9bnC1" style="border-top: black 1pt solid; font: 10pt Times New Roman, Times, Serif; width: 46%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">3 Years</td></tr> <tr id="xdx_41F_20251031__20251031__oef--ClassAxis__custom--C000265358Member_z6BbQp0SUfEg" style="font: 10pt Times New Roman, Times, Serif; vertical-align: bottom"> <td style="border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">$154</td> <td style="border-bottom: black 1pt solid; font: 10pt Times New Roman, Times, Serif; padding-right: 5.4pt; padding-left: 5.4pt; 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 through a combination of a Leveraged Strategy and an Income Generation Strategy. The Leveraged Strategy aims to amplify returns by employing derivatives to achieve exposure to the share price of the common stock of SoFi Technologies, Inc. (Nasdaq: SOFI) (“SOFI” or the “Underlying Security”) at daily levels ranging from 150% to 200% of the Fund’s net assets. The Income Generation Strategy complements the Leveraged Strategy by utilizing credit call spreads to seek to generate premium income and manage risk associated with the Fund’s leveraged exposure. While these strategies are designed to enhance potential returns and mitigate certain risks, the Income Generation Strategy may limit the upside performance of the Leveraged Strategy on the portion of exposure covered by the credit call spreads. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0px"></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Leveraged Strategy:</td></tr> </table> The Fund seeks to achieve its investment objective by entering into derivatives transactions (i.e., swap agreements and options contracts) to gain long exposure to the Underlying Security. The Fund uses leverage to seek to provide daily returns of approximately 150% to 200% of the performance of the Underlying Security, before fees and expenses. Although the Fund’s leverage will vary, its base, daily target leverage level will be approximately 200%. The Fund’s investment adviser will determine the Fund’s actual leverage level based on market conditions and other factors described below. For example, if volatility in the Underlying Security 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 dynamic 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, or pricing considerations for swaps. The ability to incorporate options provides additional flexibility in pursuing the Fund’s investment objective, enhancing 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 Fund’s investment adviser rebalances the portfolio to maintain leveraged exposure of approximately 150% to 200% of the Underlying Security’s share price. This rebalancing ensures 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. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 0px"></td> <td style="font: 10pt Times New Roman, Times, Serif; width: 24px">●</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Income Generation Strategy:</td></tr> </table> The Fund will write (sell) credit call spreads (described below) to generate premium income and manage risk associated with its leveraged exposure to the Underlying Security’s share price. A credit call spread involves selling a call option while simultaneously buying a call option with a higher strike price, both with the same expiration date. By writing credit call spreads, the Fund can potentially offset losses incurred from its short call positions if the Underlying Security’s share price rises above the upper strike price. The Fund’s credit call spreads are generally implemented on approximately 100% of the Fund’s net notional exposure to the Underlying Security. For instance, if the Fund employs leverage of 200%, half of the Fund’s effective exposure to the Underlying Security will be offset by the call spread, limiting upside participation for that portion of the exposure. While the strategy reduces the potential for gains from leveraged increases in the Underlying Security’s price, it generates premium income and mitigates risk through predefined limits on losses. While the Fund generally views its receipt of options premiums as “income,” such premiums may instead represent return of capital (“ROC”), depending on whether the particular options transaction, considered as a whole, results in a gain (income) or a loss (ROC). Generally, ROC refers to the portion of a distribution from an investment that represents a return of the original investment (principal) rather than income or profit. Accordingly, such distributions do not necessarily reflect the Fund’s income or yield. Portfolio Attributes The Fund will seek to provide at least weekly income distributions in the form of cash. Distributions should not be interpreted as an indication of actual investment returns or of income yield, as a portion (potentially substantial) of the distributions made by the Fund may be classified as ROC for financial reporting or tax purposes. 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 this 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. There is no guarantee that the Fund’s investment strategy will be properly implemented, and an investor may lose some or all of its investment. SoFi Technologies, Inc. SoFi Technologies, Inc. provides various financial services in the United States, Latin America, and Canada. It operates through three segments: Lending, Technology Platform, and Financial Services. The company offers lending and financial services and products that allows its members to borrow, save, spend, invest, and protect money. SOFI is listed on the Nasdaq Global Select Market. Per SOFI’s most recent 10-K filing, as of June 30, 2024, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $6.7 billion. As of October 2025, industry data sources have estimated the total market capitalization of SOFI (i.e., the value of all outstanding shares) to be in excess of $32 billion. SOFI is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by SOFI pursuant to the Exchange Act can be located by reference to SEC file number 001-39606 through the SEC’s website at www.sec.gov. In addition, information regarding SOFI 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 the Underlying Security or other securities of SoFi Technologies, Inc. The Fund has derived all disclosures contained in this document regarding SoFi Technologies, Inc. from the publicly available documents. None of the Fund, the Trust, 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 SoFi Technologies, Inc. None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding SoFi Technologies, Inc. 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 the Underlying Security (and therefore the price of the Underlying Security 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 SoFi Technologies, Inc. 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 the Underlying Security. NONE OF THE FUND, TIDAL TRUST II, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH SOFI TECHNOLOGIES, INC. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, SOFI TECHNOLOGIES, INC. Moreover, SoFi Technologies, Inc. has not participated in the development of the Fund’s investment strategy. SoFi Technologies, Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. SoFi Technologies, Inc. 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 SoFi Technologies, Inc. None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by SOFI or its affiliates. All rights in the trademarks are reserved by their respective owners. Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in (or substantially exposed to) the same industry as that assigned to the Underlying Security. As of the date of the Prospectus, the Underlying Security is assigned to the consumer finance industry. 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. <p id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__custom--SOFIRisksMember_z2fAd5rXQVo7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">SOFI Risks. The Fund invests in swap contracts and options that are based on the share price of SOFI. This subjects the Fund to the risk that SOFI’s share price decreases. If the share price of SOFI 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 SoFi Technologies, Inc., the Fund may also be subject to the following risks: <p id="xdx_A8F_eoef--RiskTextBlock_hoef--RiskAxis__custom--IndirectInvestmentInSofiRiskMember_z03gVdy93ad5" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">Indirect Investment in SOFI Risk. SOFI is not affiliated with the Trust, the Fund, or 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 SOFI but will be exposed to the performance of SOFI (the Underlying Security). Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the Underlying Security but will be subject to declines in the performance of the Underlying Security. <p id="xdx_A83_eoef--RiskTextBlock_hoef--RiskAxis__custom--SofiTradingRiskMember_za2l3B8Lx7Jg" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">SOFI Trading Risk. The trading price of SOFI may be subject to volatility and could experience wide fluctuations due to various factors. Short sellers may also play a significant role in trading SOFI, potentially affecting the supply and demand dynamics and contributing to market price volatility. Public perception and external factors beyond the company’s control may influence SOFI’s stock price disproportionately. Additionally, following periods of market volatility, companies have faced securities class action litigation. Any adverse judgment or future stockholder litigation could result in substantial costs and divert management’s attention and resources. In the event of a halt in trading of SOFI, trading in shares of related funds may be impacted, either temporarily or indefinitely. <p id="xdx_A8E_eoef--RiskTextBlock_hoef--RiskAxis__custom--SOFIPerformanceRiskMember_zzfltwej4zd3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">SOFI Performance Risk. SOFI may fail to meet its publicly announced guidelines or other expectations about its business, which could cause the price of SOFI to decline. SOFI 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 SOFI provides may not ultimately be accurate. If SOFI’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 SOFI could decline significantly. <p id="xdx_A80_eoef--RiskTextBlock_hoef--RiskAxis__custom--ConsumerFinanceIndustryRiskMember_zsoQhw3fb5G6" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">Consumer Finance Industry Risk: The consumer finance industry can be significantly affected by changing economic conditions, demand for consumer loans, and refinancing activity. Profitability can be largely dependent on the availability and cost of capital and the rate of consumer debt defaults, and can fluctuate significantly when interest rates change. Financial difficulties of borrowers can negatively affect the consumer finance industry. Companies in the consumer finance industry are subject to extensive government regulation, which can change frequently and may adversely affect the scope of their activities, the prices they can charge and the amount of capital they must maintain, or may affect them in other ways that are unforeseeable. <p id="xdx_A8C_eoef--RiskTextBlock_hoef--RiskAxis__custom--InterestRatesRiskMember_zRc49lYEf6V7" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">Interest Rate Risk. SOFI’s business is sensitive to interest rates and interest rates are highly sensitive to many factors that are beyond SOFI’s control, including global, domestic and local economic conditions and the policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. SOFI is unable to predict future changes in interest rates. Changes to prevailing interest rates could influence not only the interest SOFI receives on loans and investments and the amount of interest it pays on deposits and borrowings, but could also affect (i) SOFI’s ability to originate loans at competitive rates and obtain deposits; (ii) the fair value of SOFI’s financial assets and liabilities; (iii) the average duration of SOFI’s loan portfolios and other interest-earning assets; (iv) the mix of lending products SOFI originates which is influenced by demand for refinancing products; and (v) the competition faced by its SoFi Money deposit product from other investment products which may become more attractive as interest rates rise. <p id="xdx_A85_eoef--RiskTextBlock_hoef--RiskAxis__custom--IntellectualPropertyRiskMember_zzOCgIVe61W9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">Intellectual Property Risk: SOFI’s ability to provide products and services to its members and technology platform clients depends, in part, upon its proprietary technology. SOFI may be unable to protect its proprietary technology effectively, which would allow competitors to duplicate its business processes and know-how, and adversely affect its ability to compete with them. A third party may attempt to reverse engineer or otherwise obtain and use SOFI’s proprietary technology without its consent. The pursuit of a claim against a third party for infringement of intellectual property could be costly, and there can be no guarantee that any such efforts would be successful. <p id="xdx_A81_eoef--RiskTextBlock_hoef--RiskAxis__custom--OperationsRiskMember_zrI7kbd2SwFg" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">Operations Risk: Failure, inadequacy, breach of, or unauthorized access to, SOFI’s IT systems or those of SOFI’s third-party service providers, unauthorized access to SOFI’s confidential information, or violations of data protection laws, could each result in material harm to SOFI’s business and reputation. SOFI’s use of artificial intelligence or other emerging technologies could adversely impact SOFI’s business and financial results. <p id="xdx_A8F_eoef--RiskTextBlock_hoef--RiskAxis__custom--InternationalBusinessRiskMember_zZuPnyK5VuDj" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">International Business Risk: If SOFI fails to deploy or manage its operations successfully in international markets, its business and operations may suffer. In addition, SOFI is subject to a variety of risks inherent in doing business internationally, including risks related to government regulation, political, social and/or economic instability or military conflict, higher levels of credit risk and fraud, fluctuations in currency exchange rates and global market volatility, among others. <p id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__custom--DerivativesRisksMember_zz17uCKlxxDf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A88_eoef--RiskTextBlock_hoef--RiskAxis__custom--SwapAgreementsMember_zUzIkaon5YKa" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">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. <p id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__custom--OptionsContractsMember_zOnNrWi9Wzpe" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0.5in; text-align: justify">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. <p id="xdx_A8F_eoef--RiskTextBlock_hoef--RiskAxis__custom--LeverageRiskMember_zmD8ggc4frw9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A8A_eoef--RiskTextBlock_hoef--RiskAxis__custom--ConcentrationRiskMember_zFreU1QUeYP9" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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 may have economic exposure that is concentrated in the industry or industries, if any, assigned to the Underling Security. As a result, the Fund may be more susceptible to loss due to adverse occurrences that affect the price of such industries more than the market as a whole. <p id="xdx_A89_eoef--RiskTextBlock_hoef--RiskAxis__custom--CounterpartyRiskMember_zafKmMImP1cc" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A8F_eoef--RiskTextBlock_hoef--RiskAxis__custom--CompoundingAndMarketVolatilityRiskMember_zGtyQcRnZYf3" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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 the Underlying Security, 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. <p id="xdx_A8B_eoef--RiskTextBlock_hoef--RiskAxis__custom--EtfRisksMember_zVlhSdzMBaS" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">ETF Risks. <div id="xdx_A85_eoef--RiskTextBlock_hoef--RiskAxis__custom--AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember_z6t3XeQQzZC4"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; 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_A89_eoef--RiskTextBlock_hoef--RiskAxis__custom--CashRedemptionRiskMember_znyZK6x0bQ37"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; 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_A89_eoef--RiskTextBlock_hoef--RiskAxis__custom--CostsOfBuyingOrSellingSharesMember_z5XrCTDsvHz8"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Costs of Buying or Selling Shares. Investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the bid-ask spread. The bid-ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Further, a relatively small investor base in the Fund, asset swings in the Fund and/or increased market volatility may cause increased bid-ask spreads. Due to the costs of buying or selling Shares, including bid-ask spreads, frequent trading of Shares may significantly 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_A82_eoef--RiskTextBlock_hoef--RiskAxis__custom--SharesMayTradeAtPricesOtherThanNavMember_zDeBWZZ3Yt56"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; 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_A8C_eoef--RiskTextBlock_hoef--RiskAxis__custom--TradingMember_z8es70w3kJBc"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 30px">○</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: justify">Trading. Although Shares are listed for trading on a national securities exchange, such as The Nasdaq Stock Market, LLC (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> <p id="xdx_A84_eoef--RiskTextBlock_hoef--RiskAxis__custom--EconomicAndMarketRiskMember_zgdQsxr5XZIl" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">Economic and Market Risk. The Fund’s investments are subject to changes in general economic conditions, general market fluctuations and the risks inherent in investment in securities and other financial instruments. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, inflation, changes in the actual or perceived creditworthiness of issuers, and general market liquidity. 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. <p id="xdx_A8A_eoef--RiskTextBlock_hoef--RiskAxis__custom--HighPortfolioTurnoverRiskMember_zg173owj587d" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">High Portfolio Turnover Risk. The Fund may actively and frequently trade all or a significant portion of the Fund’s holdings. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses. Frequent trading may also cause adverse tax consequences for investors in the Fund due to an increase in short-term capital gains. <p id="xdx_A8D_eoef--RiskTextBlock_hoef--RiskAxis__custom--ManagementRiskMember_z9XMJBPCLSjf" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. In managing the Fund’s investment portfolio, the portfolio managers will apply investment techniques and risk analyses that may not produce the desired result. There can be no guarantee that the Fund will meet its investment objective. <p id="xdx_A8E_eoef--RiskTextBlock_hoef--RiskAxis__custom--MoneyMarketInstrumentRiskMember_zlP1MmoJ11og" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A85_eoef--RiskTextBlock_hoef--RiskAxis__custom--NewFundRiskMember_zu2e4jQAZfal" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">New Fund Risk. The Fund is a newly organized management investment company with no operating history. As a result, prospective investors have no track record or history on which to base their investment decisions. There can be no assurance that the Fund will grow to or maintain an economically viable size. <p id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__oef--RiskNondiversifiedStatusMember_zI71lyVwhli" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A83_eoef--RiskTextBlock_hoef--RiskAxis__custom--OperationalRiskMember_zs98aCGgI729" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A8B_eoef--RiskTextBlock_hoef--RiskAxis__custom--TaxRiskMember_zlvZyUC7BIdc" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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. <p id="xdx_A83_eoef--RiskTextBlock_hoef--RiskAxis__custom--USGovernmentandUSAgencyObligationsRiskMember_zNJ0ByiXoixc" style="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0; text-align: justify">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 The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all of the Fund’s expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, 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, as amended (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses. Based on estimated amounts for the current fiscal year. The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all of the Fund’s expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, 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, as amended (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses. Based on estimated amounts for the current fiscal year.