SUBJECT TO COMPLETION

 

November 4, 2025

 

THE INFORMATION HEREIN IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION IN WHICH THE OFFER OR SALE IS NOT PERMITTED.

 

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[TBD] Synthetic Mind ETF ( )

 

[TBD] Beyond Earth ETF ( )

 

[TBD] Creatorverse ETF ( )

 

each listed on [    ]

 

PROSPECTUS

 

[   ], 2025

 

The U.S. Securities and Exchange Commission (the “SEC”) has not approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

 

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TABLE OF CONTENTS

 

Summary Information  1
Synthetic Mind ETF – Fund Summary 1
   
Beyond Earth ETF – Fund Summary 8
   
Creatorverse ETF – Fund Summary 16
   
Additional Information About the Funds 24
   
Portfolio Holdings 31
   
Management 31
   
How to Buy and Sell Shares 32
   
Dividends, Distributions, and Taxes 34
   
Distribution 36
   
Premium/Discount Information 36
   
Additional Notices 37
   
Financial Highlights 37

 

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SUMMARY INFORMATION

 

[TBD] SYNTHETIC MIND ETF - FUND SUMMARY

 

Investment Objective

 

The Fund’s investment objective is to seek capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)  
Management Fee  [  ]%
Distribution and Service (12b-1) Fees  None
Other Expenses(2) [  ]%
Total Annual Fund Operating Expenses  [  ]%

 

(1) The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses (“Excluded Expenses”).

 

  (2) 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:  

 

1 Year 3 Years
$[  ] $[  ]

 

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 expense example above, 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 objective by investing in companies that, in the [Adviser’s] determination, appear best positioned to benefit from the growth and commercial adoption of ChatGPT (a product offered by OpenAI, Inc.) and related generative artificial intelligence (“AI”) technology companies. There can be no assurance, however, that such growth or commercial adoption will continue or that any such companies will benefit as anticipated.

 

ChatGPT/Generative AI Ecosystem Companies: The Fund will invest in companies with the following attributes:

 

Suppliers to OpenAI/ChatGPT. These companies include technology businesses that make the hardware, run the cloud/data centers, or provide the software and services that power ChatGPT or similar AI tools (such as computer chips and AI servers, memory, networking equipment, data center operators, and the power/cooling and core software needed to run these systems).

 

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Business Users of ChatGPT & Similar AI Tools. These companies include businesses that use ChatGPT or similar AI tools in their products or daily operations and, in the Adviser’s determination, have experienced or appear likely to experience meaningful revenue growth or cost savings from that use (for example, licensing fees for AI tools, better customer service with fewer tickets, or faster software development).

 

ChatGPT Competitors & Alternative AI Platforms. These companies include technology businesses that offer their own AI chatbots, foundation models, or AI platforms (including access via the cloud) that compete with or provide alternatives to ChatGPT.

 

In addition, if OpenAI, Inc. (“OpenAI”), the company that develops and operates ChatGPT, becomes a publicly traded company, the Fund may seek to make a direct investment in its securities. Any such investment would be subject to the Fund’s investment objective, liquidity and risk management considerations, market conditions, and applicable law. In this event, the Fund’s position in OpenAI may exceed the general allocation ranges described under “Fund Attributes” below.

 

Portfolio Selection Process:

 

The Adviser utilizes an actively managed, rules-informed investment process that combines systematic analysis with the Adviser’s investment judgment. In selecting investments for the Fund, the Adviser considers a variety of factors, including:

 

the company’s actual or estimated exposure to demand for AI technologies;

fundamental measures of business quality, such as earnings growth, return on equity, free cash flow generation, and balance sheet strength;

the liquidity and tradability of the company’s securities; and

price and analyst estimate trends.

 

The Adviser monitors the Fund’s holdings on an ongoing basis and reallocates the Fund’s portfolio holdings at least quarterly. The Adviser may reallocate the Fund’s portfolio holdings more frequently as it determines appropriate.

 

Fund Attributes:

 

The Fund may invest in securities of issuers of any market capitalization and may invest in foreign securities, including American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). The Fund may invest in small-, mid-, and large-capitalization companies, with a minimum market capitalization threshold of $1 billion.

 

The Fund’s portfolio will generally be comprised of between 20 and 30 portfolio companies. At the time of purchase, individual position sizes generally represent approximately 3% to 6% of the Fund’s net assets. These parameters are intended as guidelines rather than strict limits. Also, as noted above, if OpenAI becomes publicly traded, the Fund may maintain a meaningfully higher weighting in OpenAI than in other individual holdings.

 

The Fund will concentrate its investments (i.e., invest more than 25% of the value of its total assets) in industries or groups of related industries that comprise the information technology and communication services sectors.

 

The Fund is classified as non-diversified under the 1940 Act, which may increase the impact of a single issuer on the Fund’s results.

 

OpenAI, Inc. (“OpenAI”)

 

OpenAI is an artificial intelligence research and development company that designs and deploys advanced machine learning models and software products. OpenAI’s technology offerings include large language models and related tools that enable natural language processing, code generation, and multimodal capabilities across text, image, and audio domains. The company’s products and services, which include ChatGPT, OpenAI API, and enterprise-grade AI solutions, are designed to expand access to artificial intelligence capabilities for individual users, developers, and organizations across industries.

 

As of the date of this prospectus, OpenAI, Inc. is a privately held company, and its securities are not publicly traded. If OpenAI becomes a publicly traded company, it is expected that information provided to or filed with the Securities and Exchange Commission (“SEC”) by OpenAI pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be available by reference to the relevant SEC file number through the SEC’s website at www.sec.gov

 

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Additional information regarding OpenAI may be obtained from other publicly available sources, including company statements, press releases, news articles, and industry publications.

 

This document relates only to the securities offered hereby and does not relate to the shares of OpenAI or other securities of OpenAI. The Fund has derived all disclosures contained in this document regarding OpenAI from the publicly available documents. None of the Fund, Tidal Trust IV (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to OpenAI. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding OpenAI 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) have been publicly disclosed or reflected in the valuation of any securities of OpenAI, if and when such securities become publicly traded, or in the share price of the Fund. If the Fund invests in OpenAI, subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning OpenAI 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 OpenAI.

 

NONE OF THE FUND, TIDAL TRUST IV, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH OPENAI, INC. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, OPENAI.

 

Moreover, OpenAI has not participated in the development of the Fund’s investment strategy. OpenAI does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. OpenAI 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 OpenAI.

 

Principal Investment Risks

 

The principal risks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value (“NAV”) per share, trading price, yield, total return, and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the Fund’s Prospectus titled “Additional Information About the Funds—Principal Risks of Investing in the Funds.”

 

An investment in the Fund entails risk. The Fund may not achieve its investment objective and there is a risk that you could lose all of your money invested in the Fund. The Fund is not a complete investment program. It is important that investors closely review all of the risks listed below and understand them before making an investment in the Fund.

 

OpenAI Investment Risks. The Fund may invest in the securities of OpenAI if such securities become publicly traded. Investments in the securities of OpenAI would likely involve significant risks that may differ from, and potentially exceed, the risks associated with investments in other issuers.

 

Business and Operational Risks. OpenAI operates in a rapidly evolving and highly competitive sector characterized by continuous technological innovation, substantial research and development costs, and uncertain commercialization outcomes. The company’s ability to sustain revenue growth and profitability will depend on its capacity to maintain technological leadership, manage computing and data infrastructure costs, and navigate evolving market demand for AI-related products and services. Operational disruptions, cybersecurity incidents, or the failure of critical infrastructure or third-party providers could materially affect its business and financial condition.

 

Regulatory and Legal Risks. OpenAI’s business is subject to increasing regulatory scrutiny concerning data privacy, intellectual property, algorithmic accountability, and the ethical use of artificial intelligence. Changes in laws or regulations, or heightened enforcement by domestic or foreign authorities, could restrict OpenAI’s operations, increase compliance costs, or limit the commercial viability of its products. In addition, OpenAI may be exposed to litigation, including claims related to content ownership, data use, and output liability associated with its AI models.

 

Concentration and Dependence Risks. OpenAI may rely heavily on a limited number of business relationships, including key partnerships, suppliers, or customers, as well as continued access to substantial computing resources. The termination, deterioration, or non-renewal of such relationships could materially affect the company’s financial results. OpenAI’s dependence on specific personnel, including its senior leadership and technical staff, also presents key-person risk.

 

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Newly Public Company Risks. If OpenAI becomes a publicly traded company, investments in its securities would be subject to risks associated both with newly public companies and with issuers whose valuations depend heavily on expectations of future growth and innovation. The market price of OpenAI’s securities, if publicly traded, may be highly volatile and subject to substantial fluctuations due to factors such as investor sentiment toward AI technologies, competitive developments within the AI industry, changes in regulatory or policy environments, and shifts in technological or market outlooks. Because OpenAI’s valuation may be driven by anticipated rather than realized performance, its securities could experience significant declines in value if market expectations are not met. As a newly public company, OpenAI would also face risks and uncertainties not typically encountered by more established public companies. OpenAI may have limited experience operating as a public company and may encounter difficulties in establishing and maintaining the internal controls, disclosure procedures, and compliance systems required under the Exchange Act, the Sarbanes–Oxley Act of 2002, and the listing standards of any national securities exchange on which its securities are traded. The company could incur substantial additional expenses and management burdens associated with public company reporting, auditing, legal compliance, investor relations, and disclosure obligations. Trading in OpenAI’s securities may be characterized by limited liquidity, which could exacerbate volatility and magnify price movements unrelated to the company’s underlying performance. Moreover, OpenAI’s management and key personnel may have limited or no prior experience managing a publicly traded company. Any failure to maintain effective internal controls, financial reporting systems, or investor communications could adversely affect investor confidence, damage OpenAI’s reputation, and negatively impact the market value of its securities.

 

The foregoing OpenAI risk disclosures are based solely on publicly available information, and OpenAI is not currently a registrant under the Exchange Act. As a result, the risks described above may not reflect all of the material risks that could be associated with an investment in OpenAI’s securities. Additional or undisclosed risks could materially and adversely affect the value of the Fund’s investment in OpenAI, if such investment is made.

 

Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

 

Technology Sector Risks. The Fund will invest substantially in companies in the technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.

 

Communication Sector Risks. The Fund may invest significantly in companies in the communications sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Communication companies are particularly vulnerable to the potential obsolescence of products and services due to technological advancement and the innovation of competitors. Companies in the communications sector may also be affected by other competitive pressures, such as pricing competition, as well as research and development costs, substantial capital requirements and government regulation. Additionally, fluctuating domestic and international demand, shifting demographics and often unpredictable changes in consumer tastes can drastically affect a communication company’s profitability. While all companies may be susceptible to network security breaches, certain companies in the communications sector may be particular targets of hacking and potential theft of proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.

 

Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests. Common stocks, such as those held by the Fund, are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.

 

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Concentration Risk. The Fund’s investments will be concentrated in the industries or groups of related industries that comprise the information technology and communication services sectors. As a result, the value of Shares may rise and fall more than the value of shares that invest in securities of companies in a broader range of industries.

 

Unrelated Business Risk. Many of the companies in which the Fund will invest have other business lines unrelated to one of the thematic categories. These other lines of business could adversely affect those firms’ operating results and, in turn, hurt the Fund’s performance. The operating results of companies with other business lines may fluctuate independently of the fluctuations in the relevant thematic category businesses. In addition, a particular company’s ability to engage in new business activities may expose it to additional risks for which it has less experience than its existing business lines. Despite a company’s possible success in activities linked to its use of one or more of the thematic categories, there can be no assurance that its other lines of business will not adversely affect the company’s business, financial condition, or market value. In addition, a particular company’s unrelated businesses may impact the Fund’s investment returns and it may be difficult to isolate thematic category-related returns from other return sources.

 

Economic and Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets.

 

Foreign Securities Risk. Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies. Financial markets in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political and economic developments in foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices. Investments in foreign companies’ securities, including investments via depositary receipts, are subject to special risks, including the following:

  

  Currency Risk. Changes in currency exchange rates can negatively affect securities denominated in and/or receiving revenues in foreign currencies. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from the Fund’s investments in securities denominated in a foreign currency or may widen existing losses. The liquidity and trading value of foreign currencies could be affected by global economic factors, such as inflation, interest rate levels, and trade balances among countries, as well as the actions of sovereign governments and central banks.

 

  Depositary Receipt Risk. Depositary receipts involve risks similar to those associated with investments in foreign securities and give rise to certain additional risks. Depositary receipts listed on U.S. or foreign exchanges are issued by banks or trust companies and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares (Underlying Shares). When the Fund invests in depositary receipts as a substitute for an investment directly in the Underlying Shares, the Fund is exposed to the risk that the depositary receipts may not provide a return that corresponds precisely with that of the Underlying Shares.

 

ETF Risks.

 

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.

 

Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and 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.

 

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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.

 

Trading. Although Shares are listed on a national securities exchange, such as [Exchange] (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active trading market for the Shares will develop or be maintained or that the 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 underlying portfolio holdings, which can be significantly less liquid than Shares. Shares trade on the Exchange at a market price that may be below, at or above the Fund’s NAV. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.

 

Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Adviser [or Sub-Adviser’s] success or failure to implement investment strategies for the Fund.

 

Market Capitalization Risk

 

Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.

 

Mid-Capitalization Investing. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large-capitalization stocks or the stock market as a whole.

 

Small-Capitalization Investing. Small-cap companies may be less stable and more susceptible to market changes, with their securities being more volatile and less liquid.

 

New Fund Risk. The Fund is a recently organized management investment company with limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decisions.

 

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

 

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, Adviser, and Sub-Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.

 

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 [Website].

 

 6

 

 

Management

 

Investment Adviser: Tidal Investments LLC (the “Adviser”) serves as investment adviser to the Fund.

 

Investment Sub-Adviser: [  ] (the “Sub-Adviser”) serves as the investment sub-adviser to the Fund.

 

Portfolio Managers:

 

The following individuals are primarily responsible for the day-to-day management of the Fund:

 

[  ], Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since 2025.

 

[  ], Portfolio Manager for the Sub-Adviser, has been a portfolio manager of the Fund since 2025.

 

CFA® is a registered trademark owned by the CFA Institute.

 

Purchase and Sale of Shares 

 

The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only Authorized Participants (APs) (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities (the “Deposit Securities”) and/or a designated amount of U.S. cash.

 

Shares are listed on a national securities exchange, such as the Exchange, and individual Shares may only be bought and sold in the secondary market through brokers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount).

 

An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (the “bid” price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when buying or selling Shares in the secondary market. This difference in bid and ask prices is often referred to as the “bid-ask spread.”

 

When available, information regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount, and bid-ask spreads can be found on the Fund’s website at [Website].

 

Tax Information 

 

Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless an investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 

Financial Intermediary Compensation 

 

If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange-traded products, including the Fund, or for other activities, such as marketing, educational training, or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.

 

 7

 

SUMMARY INFORMATION

 

[TBD] BEYOND EARTH ETF - FUND SUMMARY

 

Investment Objective

 

The Fund’s investment objective is to seek capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)  
Management Fee  [  ]%
Distribution and Service (12b-1) Fees  None
Other Expenses(2) [  ]%
Total Annual Fund Operating Expenses  [  ]%

 

(1) The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses (“Excluded Expenses”).

 

  (2) 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:  

 

1 Year 3 Years
$[  ] $[  ]

 

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 expense example above, 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 objective by investing in companies that, in the [Adviser’s] determination, appear best positioned to benefit from, or that are otherwise exposed to, the growth and commercial adoption of private, commercial space services and related technologies (e.g., launch and satellite communication services offered by companies such as Space Exploration Technologies Corporation (“SpaceX”) and its Starlink division). There can be no assurance, however, that such growth or commercial adoption will continue or that any such companies will benefit as anticipated.

 

SpaceX/Commercial Space Ecosystem Companies: The Fund will invest in companies with the following attributes:

 

Suppliers and Service Providers to SpaceX. These companies include businesses that manufacture or supply hardware, components, or materials used in SpaceX’s launch vehicles and Starlink’s satellite network, as well as those technology companies that provide the software, networking, cloud, and data infrastructure that support their operations. Examples include aerospace and satellite component manufacturers, ground station operators, networking and data-center service providers, and developers of the core software and systems that enable SpaceX’s launch and Starlink’s communications platforms.

 

 8

 

 

Business Clients of SpaceX. These companies include organizations that purchase or utilize SpaceX’s launch services or Starlink connectivity for commercial, institutional, or governmental operations and that, in the Adviser’s determination, have experienced or appear likely to experience meaningful revenue growth or cost savings from such use. Examples include satellite operators procuring launch services, telecommunications carriers and internet service providers integrating Starlink backhaul, maritime and aviation operators adopting Starlink for fleet connectivity, energy and industrial enterprises connecting remote assets, and systems integrators enabling end-user deployment of Starlink-based solutions..

 

Competitors & Alternative Space Platforms. These companies include those that develop or operate their own launch services, satellite constellations, or other commercial space or communications platforms that compete with or provide alternatives to SpaceX or Starlink, as well as technology companies developing complementary or enabling systems that support or compete within the broader commercial space and satellite communications ecosystem.

 

In addition, if SpaceX becomes a publicly traded company, the Fund may seek to make a direct investment in its securities. Any such investment would be subject to the Fund’s investment objective, liquidity and risk management considerations, market conditions, and applicable law. In this event, the Fund’s position in SpaceX may exceed the general allocation ranges described under “Fund Attributes” below.

 

Portfolio Selection Process:

 

The Adviser utilizes an actively managed, rules-informed investment process that combines systematic analysis with the Adviser’s investment judgment. In selecting investments for the Fund, the Adviser considers a variety of factors, including:

 

the company’s actual or estimated exposure to demand for SpaceX and commercial space services and related technologies;

fundamental measures of business quality, such as earnings growth, return on equity, free cash flow generation, and balance sheet strength;

the liquidity and tradability of the company’s securities; and

price and analyst estimate trends.

 

The Adviser monitors the Fund’s holdings on an ongoing basis and reallocates the Fund’s portfolio holdings at least quarterly. The Adviser may reallocate the Fund’s portfolio holdings more frequently as it determines appropriate.

 

Fund Attributes:

 

The Fund may invest in securities of issuers of any market capitalization and may invest in foreign securities, including American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). The Fund may invest in small-, mid-, and large-capitalization companies, with a minimum market capitalization threshold of $1 billion.

 

The Fund’s portfolio will generally be comprised of between 20 and 30 portfolio companies. At the time of purchase, individual position sizes generally represent approximately 3% to 6% of the Fund’s net assets. These parameters are intended as guidelines rather than strict limits. Also, as noted above, if SpaceX becomes publicly traded, the Fund may maintain a meaningfully higher weighting in SpaceX than in other individual holdings.

 

The Fund will concentrate its investments (i.e., invest more than 25% of the value of its total assets) in industries or groups of related industries that comprise the information technology and industrials sectors.

 

The Fund is classified as non-diversified under the 1940 Act, which may increase the impact of a single issuer on the Fund’s results.

 

Space Exploration Technologies Corporation (“SpaceX”)

 

SpaceX is a privately held aerospace and space transportation company that designs, manufactures, and launches advanced rockets and spacecraft. Founded in 2002 by Elon Musk, SpaceX develops and operates launch vehicles for commercial, government, and defense customers, and provides satellite-based broadband services through its Starlink network. The company is a leading participant in the commercial space industry, contributing to the expansion of global satellite communications and orbital launch capabilities.

 

 9

 

 

As of the date of this prospectus, SpaceX is a privately held company, and its securities are not publicly traded. If SpaceX becomes a publicly traded company, it is expected that information provided to or filed with the Securities and Exchange Commission (“SEC”) by SpaceX pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be available by reference to the relevant SEC file number through the SEC’s website at www.sec.gov

 

Additional information regarding SpaceX may be obtained from other publicly available sources, including company statements, press releases, news articles, and industry publications.

 

This document relates only to the securities offered hereby and does not relate to the shares of SpaceX or other securities of SpaceX. The Fund has derived all disclosures contained in this document regarding SpaceX from the publicly available documents. None of the Fund, Tidal Trust IV (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to SpaceX. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding SpaceX 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) have been publicly disclosed or reflected in the valuation of any securities of SpaceX, if and when such securities become publicly traded, or in the share price of the Fund. If the Fund invests in SpaceX, subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning SpaceX 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 SpaceX.

 

NONE OF THE FUND, TIDAL TRUST IV, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH SPACE EXPLORATION TECHNOLOGIES CORPORATION. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, SPACEX.

 

Moreover, SpaceX has not participated in the development of the Fund’s investment strategy. SpaceX does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. SpaceX 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 SpaceX.

 

Principal Investment Risks

 

The principal risks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value (“NAV”) per share, trading price, yield, total return, and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the Fund’s Prospectus titled “Additional Information About the Funds—Principal Risks of Investing in the Funds.”

 

An investment in the Fund entails risk. The Fund may not achieve its investment objective and there is a risk that you could lose all of your money invested in the Fund. The Fund is not a complete investment program. It is important that investors closely review all of the risks listed below and understand them before making an investment in the Fund.

 

SpaceX Investment Risks. The Fund may invest in the securities of SpaceX if such securities become publicly traded. Investments in the securities of SpaceX would likely involve significant risks that may differ from, and potentially exceed, the risks associated with investments in other issuers.

 

Business and Operational Risks. SpaceX operates in a highly capital-intensive, technologically complex, and competitive industry characterized by rapid innovation, significant research and development costs, and uncertain commercial demand for launch and satellite services. The company’s future growth and profitability will depend on its ability to execute successful launches, maintain cost efficiencies in rocket and satellite production, scale its Starlink broadband network, and manage risks inherent in manufacturing, launch operations, and orbital deployment. Operational failures, launch anomalies, manufacturing defects, or disruptions in critical infrastructure or supply chains could materially affect its business and financial condition.

 

Regulatory and Legal Risks. SpaceX’s operations are subject to extensive regulation by U.S. and foreign governmental authorities, including those governing launch licensing, airspace and orbital traffic management, spectrum allocation, export controls, and environmental and safety compliance. Changes in laws, regulations, or enforcement priorities, or the denial, delay, or revocation of necessary licenses or approvals, could materially restrict SpaceX’s activities or increase compliance costs. In addition, the global expansion of Starlink’s broadband services subjects SpaceX to international telecommunications, data privacy, and national security regulations, which may vary across jurisdictions and involve significant legal complexity and compliance risk.

 

 10

 

 

Concentration Risks. SpaceX may rely on a limited number of government and commercial customers for a substantial portion of its revenue, including contracts with NASA, the U.S. Department of Defense, and other public-sector entities. The termination, modification, or non-renewal of any such contracts could adversely affect the company’s financial results. SpaceX also depends heavily on key suppliers for rocket engines, materials, and components, as well as on the performance of its Starlink satellite network.

 

Elon Musk’s Influence on SpaceX Risk. The stock price of SpaceX may be significantly impacted by the actions, decisions, and public statements of its CEO, Elon Musk. His social media activity, interviews, and public remarks have, at times, resulted in regulatory scrutiny and legal proceedings. His involvement in multiple high-profile ventures, such as Tesla and X (formerly Twitter), may also raise concerns about his focus on SpaceX. Furthermore, any potential reduction in his role or departure from SpaceX could negatively affect investor sentiment. Given Mr. Musk’s influence, if SpaceX becomes a public company, its valuation may be subject to sudden and unpredictable changes, which could materially impact the Fund’s performance.

 

Newly Public Company Risks. If SpaceX becomes a publicly traded company, investments in its securities would be subject to risks associated both with newly public companies and with issuers whose valuations depend heavily on expectations of future growth and innovation. The market price of SpaceX’s securities, if publicly traded, may be highly volatile and subject to substantial fluctuations due to factors such as investor sentiment toward AI technologies, competitive developments within the AI industry, changes in regulatory or policy environments, and shifts in technological or market outlooks. Because SpaceX’s valuation may be driven by anticipated rather than realized performance, its securities could experience significant declines in value if market expectations are not met. As a newly public company, SpaceX would also face risks and uncertainties not typically encountered by more established public companies. SpaceX may have limited experience operating as a public company and may encounter difficulties in establishing and maintaining the internal controls, disclosure procedures, and compliance systems required under the Exchange Act, the Sarbanes–Oxley Act of 2002, and the listing standards of any national securities exchange on which its securities are traded. The company could incur substantial additional expenses and management burdens associated with public company reporting, auditing, legal compliance, investor relations, and disclosure obligations. Trading in SpaceX’s securities may be characterized by limited liquidity, which could exacerbate volatility and magnify price movements unrelated to the company’s underlying performance. Moreover, SpaceX’s management and key personnel may have limited or no prior experience managing a publicly traded company. Any failure to maintain effective internal controls, financial reporting systems, or investor communications could adversely affect investor confidence, damage SpaceX’s reputation, and negatively impact the market value of its securities.

 

The foregoing SpaceX risk disclosures are based solely on publicly available information, and SpaceX is not currently a registrant under the Exchange Act. As a result, the risks described above may not reflect all of the material risks that could be associated with an investment in SpaceX’s securities. Additional or undisclosed risks could materially and adversely affect the value of the Fund’s investment in SpaceX, if such investment is made.

 

Commercial Space Industry Risks. Companies engaged in the commercial space industry operate in a highly capital-intensive and technologically complex environment characterized by rapid innovation, long development timelines, and uncertain demand. The success of such companies depends on their ability to achieve reliable and cost-effective launch capabilities, maintain technological competitiveness, and secure sufficient funding for research, development, and production. Launch failures, manufacturing defects, or schedule delays can materially affect financial performance. The industry is also subject to evolving government policies and regulatory frameworks governing launch licensing, export controls, safety, and environmental compliance. Changes in these regulations, reductions in public-sector funding, or increased competition from domestic or foreign providers could result in pricing pressure, lower utilization rates, or diminished growth opportunities.

 

Satellite Communications Industry Risks. Companies involved in the satellite communications and broadband industry face significant technological, operational, and competitive risks. These businesses require large upfront capital investments to develop and maintain extensive satellite constellations, ground infrastructure, and network operations. They also depend on continued access to radio spectrum and orbital slots, which are subject to regulatory approval and potential international coordination challenges. Competition from other satellite operators and from terrestrial broadband and fiber-optic networks may limit pricing power and market share. The performance of such companies can be affected by global economic conditions, shifting regulatory requirements, and geopolitical developments that influence spectrum allocation, market access, and supply chain stability. External factors such as adverse weather, space weather events, or orbital debris collisions may further disrupt operations or cause substantial losses.

 

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Technology Sector Risks. The Fund will invest substantially in companies in the technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.

 

Industrials Sector Risk. Companies operating in the industrials sector or issuers in industrials-related industries may be significantly affected by, among other things, worldwide economic growth, changes in supply and demand for specific products and services, product obsolescence, rapid technological developments, international, political and economic developments, environmental issues, tax and governmental regulatory policies, claims for environmental damage or product liability and general economic conditions. Any factors adversely affecting companies in the industrials sector could have a significant adverse impact on the Fund’s performance.

 

Concentration Risk. The Fund’s investments will be concentrated in industries or groups of related industries that comprise the information technology and industrials sectors. As a result, the value of Shares may rise and fall more than the value of shares that invest in securities of companies in a broader range of industries.

 

Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests. Common stocks, such as those held by the Fund, are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.

 

Unrelated Business Risk. Many of the companies in which the Fund will invest have other business lines unrelated to one of the thematic categories. These other lines of business could adversely affect those firms’ operating results and, in turn, hurt the Fund’s performance. The operating results of companies with other business lines may fluctuate independently of the fluctuations in the relevant thematic category businesses. In addition, a particular company’s ability to engage in new business activities may expose it to additional risks for which it has less experience than its existing business lines. Despite a company’s possible success in activities linked to its use of one or more of the thematic categories, there can be no assurance that its other lines of business will not adversely affect the company’s business, financial condition, or market value. In addition, a particular company’s unrelated businesses may impact the Fund’s investment returns and it may be difficult to isolate thematic category-related returns from other return sources.

 

Economic and Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets.

 

Foreign Securities Risk. Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies. Financial markets in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political and economic developments in foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices. Investments in foreign companies’ securities, including investments via depositary receipts, are subject to special risks, including the following:

 

  Currency Risk. Changes in currency exchange rates can negatively affect securities denominated in and/or receiving revenues in foreign currencies. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from the Fund’s investments in securities denominated in a foreign currency or may widen existing losses. The liquidity and trading value of foreign currencies could be affected by global economic factors, such as inflation, interest rate levels, and trade balances among countries, as well as the actions of sovereign governments and central banks.

 

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  Depositary Receipt Risk. Depositary receipts involve risks similar to those associated with investments in foreign securities and give rise to certain additional risks. Depositary receipts listed on U.S. or foreign exchanges are issued by banks or trust companies and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares (Underlying Shares). When the Fund invests in depositary receipts as a substitute for an investment directly in the Underlying Shares, the Fund is exposed to the risk that the depositary receipts may not provide a return that corresponds precisely with that of the Underlying Shares.

 

ETF Risks.

 

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.

 

Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and 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.

 

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.

 

Trading. Although Shares are listed on a national securities exchange, such as [Exchange] (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active trading market for the Shares will develop or be maintained or that the 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 underlying portfolio holdings, which can be significantly less liquid than Shares. Shares trade on the Exchange at a market price that may be below, at or above the Fund’s NAV. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.

 

Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Adviser [or Sub-Adviser’s] success or failure to implement investment strategies for the Fund.

 

Market Capitalization Risk

 

Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.

 

Mid-Capitalization Investing. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large-capitalization stocks or the stock market as a whole.

 

Small-Capitalization Investing. Small-cap companies may be less stable and more susceptible to market changes, with their securities being more volatile and less liquid.

 

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New Fund Risk. The Fund is a recently organized management investment company with limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decisions.

 

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

 

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, Adviser, and Sub-Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.

 

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 [Website].

 

Management

 

Investment Adviser: Tidal Investments LLC (the “Adviser”) serves as investment adviser to the Fund.

 

Investment Sub-Adviser: [  ] (the “Sub-Adviser”) serves as the investment sub-adviser to the Fund.

 

Portfolio Managers:

 

The following individuals are primarily responsible for the day-to-day management of the Fund:

 

[  ], Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since 2025.

 

[  ], Portfolio Manager for the Sub-Adviser, has been a portfolio manager of the Fund since 2025.

 

CFA® is a registered trademark owned by the CFA Institute.

 

Purchase and Sale of Shares 

 

The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only Authorized Participants (APs) (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities (the “Deposit Securities”) and/or a designated amount of U.S. cash.

 

Shares are listed on a national securities exchange, such as the Exchange, and individual Shares may only be bought and sold in the secondary market through brokers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount).

 

An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (the “bid” price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when buying or selling Shares in the secondary market. This difference in bid and ask prices is often referred to as the “bid-ask spread.”

 

When available, information regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount, and bid-ask spreads can be found on the Fund’s website at [Website].

 

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Tax Information 

 

Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless an investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 

Financial Intermediary Compensation 

 

If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange-traded products, including the Fund, or for other activities, such as marketing, educational training, or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.

 

 15

 

SUMMARY INFORMATION

 

[TBD] CREATORVERSE ETF - FUND SUMMARY

 

Investment Objective

 

The Fund’s investment objective is to seek capital appreciation.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below.

 

Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)  
Management Fee  [  ]%
Distribution and Service (12b-1) Fees  None
Other Expenses(2) [  ]%
Total Annual Fund Operating Expenses  [  ]%

 

(1) The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses, and other non-routine or extraordinary expenses (“Excluded Expenses”).

 

  (2) 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:  

 

1 Year 3 Years
$[  ] $[  ]

 

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 expense example above, 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 objective by investing in companies that, in the [Adviser’s] determination, appear best positioned to benefit from, or that are otherwise exposed to, the growth and commercial adoption of digital media platforms and related technologies, including the TikTok application developed and operated by ByteDance Ltd. (through its subsidiary TikTok Pte. Ltd.) and its affiliates (collectively, “ByteDance”). There can be no assurance, however, that such growth or commercial adoption will continue or that any such companies will benefit as anticipated.

 

ByteDance/Digital Media Ecosystem Companies: The Fund will invest in companies with the following attributes:

 

Suppliers to ByteDance. These companies include businesses that manufacture or supply hardware, operate cloud or data-center infrastructure, or provide software and related services that support the operation of TikTok and other ByteDance platforms. Such suppliers may include producers of semiconductors, artificial intelligence (“AI”) servers, memory and networking equipment, and content-delivery or data-processing infrastructure, as well as providers of power, cooling, and core software systems necessary to sustain large-scale digital platforms.

 

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Business Clients of ByteDance. These companies include businesses that utilize ByteDance platforms, such as TikTok, for marketing, advertising, or commercial integration purposes and that, in the Adviser’s determination, have experienced or appear likely to experience meaningful revenue growth or cost savings from that use. Examples may include brands with material TikTok-driven sales, e-commerce integrations, or enterprises that leverage ByteDance’s advertising or data analytics capabilities.

 

Competitors & Alternative Platforms. These companies include those that develop, operate, or provide AI-driven social networks, short-form video applications, or digital advertising and media platforms that compete with, or provide functional or commercial alternatives to, ByteDance’s products and services.

 

In addition, if ByteDance (or one of its subsidiaries) becomes a publicly traded company, the Fund may seek to make a direct investment in its securities. Any such investment would be subject to the Fund’s investment objective, liquidity and risk management considerations, market conditions, and applicable law. In this event, the Fund’s position in ByteDance may exceed the general allocation ranges described under “Fund Attributes” below.

 

Portfolio Selection Process:

 

The Adviser utilizes an actively managed, rules-informed investment process that combines systematic analysis with the Adviser’s investment judgment. In selecting investments for the Fund, the Adviser considers a variety of factors, including:

 

the company’s actual or estimated exposure to demand for ByteDance/AI-driven applications;

fundamental measures of business quality, such as earnings growth, return on equity, free cash flow generation, and balance sheet strength;

the liquidity and tradability of the company’s securities; and

price and analyst estimate trends.

 

The Adviser monitors the Fund’s holdings on an ongoing basis and reallocates the Fund’s portfolio holdings at least quarterly. The Adviser may reallocate the Fund’s portfolio holdings more frequently as it determines appropriate.

 

Fund Attributes:

 

The Fund may invest in securities of issuers of any market capitalization and may invest in foreign securities, including American Depositary Receipts (“ADRs”) and Global Depositary Receipts (“GDRs”). The Fund may invest in small-, mid-, and large-capitalization companies, with a minimum market capitalization threshold of $1 billion.

 

The Fund’s portfolio will generally be comprised of between 20 and 30 portfolio companies. At the time of purchase, individual position sizes generally represent approximately 3% to 6% of the Fund’s net assets. These parameters are intended as guidelines rather than strict limits. Also, as noted above, if ByteDance (or one of its subsidiaries) becomes publicly traded, the Fund may maintain a meaningfully higher weighting in such investment than in other individual holdings.

 

The Fund will concentrate its investments (i.e., invest more than 25% of the value of its total assets) in industries or groups of related industries that comprise the information technology and consumers staples sectors.

 

The Fund is classified as non-diversified under the 1940 Act, which may increase the impact of a single issuer on the Fund’s results.

 

ByteDance Ltd. (“ByteDance”)/ TikTok Pte. Ltd. (“TikTok Ltd.”)

 

ByteDance is a privately held technology company that develops and operates digital media and AI-driven content platforms. Founded in 2012 and headquartered in Beijing, China, the company is best known for TikTok, a short-form video and social media platform managed by its subsidiary, TikTok Ltd. ByteDance’s platforms allow users to create, share, and view video content supported by AI-based recommendation systems and digital advertising tools. The company is a major participant in the global digital media and online entertainment sector, contributing to the expansion of mobile content creation, personalized media consumption, and social commerce.

 

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As of the date of this prospectus, each of ByteDance and TikTok Ltd. is a privately held company, and neither of their securities are publicly traded. If either ByteDance or TikTok Ltd. becomes a publicly traded company, it is expected that information provided to or filed with the Securities and Exchange Commission (“SEC”) by such company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be available by reference to the relevant SEC file number through the SEC’s website at www.sec.gov

 

Additional information regarding ByteDance and TikTok Ltd. may be obtained from other publicly available sources, including company statements, press releases, news articles, and industry publications.

 

This document relates only to the securities offered hereby and does not relate to the shares of ByteDance, TikTok Ltd. or other securities of either company. The Fund has derived all disclosures contained in this document regarding ByteDance and TikTok Ltd. from the publicly available documents. None of the Fund, Tidal Trust IV (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to ByteDance or TikTok Ltd. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding ByteDance or TikTok Ltd. 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) have been publicly disclosed or reflected in the valuation of any securities of ByteDance or TikTok Ltd., if and when such securities become publicly traded, or in the share price of the Fund. If the Fund invests in ByteDance or TikTok Ltd., subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning such company 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 either ByteDance or TikTok Ltd.

 

NONE OF THE FUND, TIDAL TRUST IV, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH EITHER BYTEDANCEOR TIKTOK LTD. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, BYTEDANCE. OR TIKTOK LTD.

 

Moreover, neither ByteDance nor TikTok Ltd. has participated in the development of the Fund’s investment strategy. Neither ByteDance nor TikTok Ltd. selects or approves the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Neither ByteDance nor TikTok Ltd. provides any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by ByteDance or TikTok Ltd.

 

Principal Investment Risks

 

The principal risks of investing in the Fund are summarized below. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. Some or all of these risks may adversely affect the Fund’s net asset value (“NAV”) per share, trading price, yield, total return, and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the Fund’s Prospectus titled “Additional Information About the Funds—Principal Risks of Investing in the Funds.”

 

An investment in the Fund entails risk. The Fund may not achieve its investment objective and there is a risk that you could lose all of your money invested in the Fund. The Fund is not a complete investment program. It is important that investors closely review all of the risks listed below and understand them before making an investment in the Fund.

 

ByteDance/ TikTok Ltd. Investment Risks. The Fund may invest in the securities of ByteDance or TikTok Ltd. if the securities of one or both of the companies become publicly traded. Investments in the securities of ByteDance or TikTok Ltd. would likely involve significant risks that may differ from, and potentially exceed, the risks associated with investments in other issuers.

 

Business and Operational Risk. ByteDance is a privately held technology company that develops and operates a portfolio of digital media and AI–driven content platforms. TikTok Ltd., a subsidiary of ByteDance, operates the TikTok application, a short-form video and social media platform that represents a substantial portion of ByteDance’s revenue and user base. The business performance of both ByteDance and TikTok Ltd. depends on maintaining high levels of user engagement, advertiser demand, and the continued effectiveness of the TikTok application’s recommendation algorithms. The companies face significant competition from other global technology and social media firms, and are sensitive to shifts in digital advertising markets and consumer preferences. Operational disruptions, cybersecurity incidents, data breaches, or technical failures affecting the TikTok application or related services could materially affect the companies’ financial condition and results of operations.

 

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Regulatory and Legal Risk. ByteDance and TikTok Ltd. are subject to extensive and evolving regulation in multiple jurisdictions, including those related to data privacy, online content, consumer protection, and national security. Governments in the United States, the European Union, India, and other regions have taken or proposed actions that could restrict or prohibit use of the TikTok application, require divestiture of TikTok Ltd., or limit the transfer of user data across borders. Any such actions could materially impair TikTok Ltd.’s business operations or the value of ByteDance’s ownership interest. Compliance with complex and differing regulatory regimes may increase operational and legal costs, expose the companies to investigations or enforcement actions, and result in fines, sanctions, or limitations on their ability to operate in certain markets.

 

Geopolitical and Ownership Risk. ByteDance is headquartered in the People’s Republic of China and conducts operations globally through subsidiaries, including TikTok Ltd., which is incorporated in Singapore and manages the TikTok application outside of China. As a result, ByteDance and TikTok Ltd. are exposed to risks associated with differing political, regulatory, and economic environments. Tensions between China and other countries, including the United States, may lead to increased scrutiny of ByteDance’s ownership structure and data practices. Actions by Chinese or foreign authorities, such as restrictions on cross-border data flows, technology transfers, or foreign ownership, could adversely affect the ability of TikTok Ltd. to operate or generate revenue and could materially impact ByteDance’s consolidated financial results.

 

Concentration and Platform Risk. A substantial portion of ByteDance’s business performance depends on TikTok Ltd. and the continued global popularity of the TikTok application. Adverse developments affecting the TikTok application (e.g., user attrition, changes in advertiser behavior, reputational harm, or government-imposed restrictions) could significantly reduce revenue. Both ByteDance and TikTok Ltd. rely heavily on digital advertising as a primary source of revenue and on third-party app stores and mobile operating systems for distribution, creating dependencies that may expose them to external platform policy or access risks.

 

Governance and Management Risk. ByteDance is privately held and not subject to the same disclosure, governance, or financial reporting standards applicable to publicly traded companies. TikTok Ltd. is a privately held subsidiary with limited publicly available information regarding its governance or financial condition. If ByteDance or TikTok Ltd. were to become publicly traded, each would be subject to risks associated with limited experience operating under public company disclosure, auditing, and internal control requirements. Changes in management, ownership structure, or strategic priorities could adversely affect business performance and investor confidence.

 

Newly Public Company Risk. If ByteDance or TikTok Ltd. were to become publicly traded, their securities could experience significant price volatility due to market perceptions of social media and technology companies, regulatory developments, or changes in user growth and engagement metrics related to the TikTok application. Newly public companies may encounter difficulties establishing and maintaining effective internal controls, disclosure systems, and governance frameworks required under applicable securities laws. Limited trading history and liquidity could increase volatility and valuation risk.

 

The foregoing ByteDance and TikTok Ltd. risk disclosures are based solely on publicly available information, and neither ByteDance nor TikTok Ltd. is currently a registrant under the Exchange Act. As a result, the risks described above may not reflect all of the material risks that could be associated with an investment in the securities of ByteDance or TikTok Ltd. Additional or undisclosed risks could materially and adversely affect the value of the Fund’s investment in ByteDance or TikTok Ltd., if such investment is made.

 

Social Media and Digital Advertising Company Risk. Companies in the social media and digital advertising sector are subject to rapid technological change, evolving consumer preferences, and intense competition for user attention and advertising revenue. Their performance depends on maintaining user engagement, advertiser demand, and effective content-delivery algorithms. The sector faces increasing regulatory and public scrutiny related to data privacy, content moderation, and user safety, which may result in higher compliance costs, restrictions on operations, or reputational harm. Declines in user activity, changes in advertising spending, or adverse regulatory actions could materially affect revenue and profitability.

 

Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

 

Technology Sector Risks. The Fund will invest substantially in companies in the technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.

 

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Consumer Staples Sector Risks. The Fund will invest substantially in companies in the consumer staples sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Companies in the consumer staples sector, including those in the food and beverage industries, may be affected by general economic conditions, commodity production and pricing, consumer confidence and spending, consumer preferences, interest rates, product cycles, marketing campaigns, competition, and government regulations.

 

Concentration Risk. The Fund’s investments will be concentrated in industries or groups of related industries that comprise the information technology and consumer staples sectors. As a result, the value of Shares may rise and fall more than the value of shares that invest in securities of companies in a broader range of industries.

 

Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests. Common stocks, such as those held by the Fund, are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.

 

Unrelated Business Risk. Many of the companies in which the Fund will invest have other business lines unrelated to one of the thematic categories. These other lines of business could adversely affect those firms’ operating results and, in turn, hurt the Fund’s performance. The operating results of companies with other business lines may fluctuate independently of the fluctuations in the relevant thematic category businesses. In addition, a particular company’s ability to engage in new business activities may expose it to additional risks for which it has less experience than its existing business lines. Despite a company’s possible success in activities linked to its use of one or more of the thematic categories, there can be no assurance that its other lines of business will not adversely affect the company’s business, financial condition, or market value. In addition, a particular company’s unrelated businesses may impact the Fund’s investment returns and it may be difficult to isolate thematic category-related returns from other return sources.

 

Economic and Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets.

 

Foreign Securities Risk. Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies. Financial markets in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political and economic developments in foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices. Investments in foreign companies’ securities, including investments via depositary receipts, are subject to special risks, including the following:

  

  Currency Risk. Changes in currency exchange rates can negatively affect securities denominated in and/or receiving revenues in foreign currencies. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from the Fund’s investments in securities denominated in a foreign currency or may widen existing losses. The liquidity and trading value of foreign currencies could be affected by global economic factors, such as inflation, interest rate levels, and trade balances among countries, as well as the actions of sovereign governments and central banks.

 

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  Depositary Receipt Risk. Depositary receipts involve risks similar to those associated with investments in foreign securities and give rise to certain additional risks. Depositary receipts listed on U.S. or foreign exchanges are issued by banks or trust companies and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares (Underlying Shares). When the Fund invests in depositary receipts as a substitute for an investment directly in the Underlying Shares, the Fund is exposed to the risk that the depositary receipts may not provide a return that corresponds precisely with that of the Underlying Shares.

 

China Investing Risk. Investing in ADRs, GDRs, and other types of depositary receipts with underlying shares organized, listed, or domiciled in China involves unique and significant risks. These risks include the potential for nationalization, expropriation, or confiscatory taxation; substantial social, economic, and political uncertainties; dependency on exports and international trade; higher inflation rates; and extensive governmental control over the economy. Additionally, China’s economic structure, regulatory environment, and financial reporting standards differ markedly from those in more established markets, presenting challenges such as unreliable statistical data and the limited ability of the Public Company Accounting Oversight Board (“PCAOB”) to inspect audit work in China. These factors, along with the potential for underdeveloped financial reporting practices, public health crises, and geopolitical tensions, could severely impact the Fund’s performance.

 

Singapore Investing Risk. Investments in issuers with operations or listings in Singapore involve risks related to the country’s trade-dependent economy, regulatory environment, and regional exposure. Although Singapore maintains a stable political and financial system, its markets are sensitive to global economic conditions and slowdowns in major trading partners, including China and the United States. Companies in regulated sectors such as technology, financial services, and digital media may be affected by government policies or regulatory changes governing data protection, cross-border activity, and foreign investment. These factors could adversely impact the value of any such investments.

 

ETF Risks.

 

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.

 

Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and 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.

 

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.

 

Trading. Although Shares are listed on a national securities exchange, such as [Exchange] (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active trading market for the Shares will develop or be maintained or that the 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 underlying portfolio holdings, which can be significantly less liquid than Shares. Shares trade on the Exchange at a market price that may be below, at or above the Fund’s NAV. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged.

 

Management Risk. The Fund is actively-managed and may not meet its investment objective based on the Adviser [or Sub-Adviser’s] success or failure to implement investment strategies for the Fund.

 

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Market Capitalization Risk

 

Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.

 

Mid-Capitalization Investing. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large-capitalization stocks or the stock market as a whole.

 

Small-Capitalization Investing. Small-cap companies may be less stable and more susceptible to market changes, with their securities being more volatile and less liquid.

 

New Fund Risk. The Fund is a recently organized management investment company with limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decisions.

 

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

 

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, Adviser, and Sub-Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.

 

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 [Website].

 

Management

 

Investment Adviser: Tidal Investments LLC (the “Adviser”) serves as investment adviser to the Fund.

 

Investment Sub-Adviser: [  ] (the “Sub-Adviser”) serves as the investment sub-adviser to the Fund.

 

Portfolio Managers:

 

The following individuals are primarily responsible for the day-to-day management of the Fund:

 

[  ], Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since 2025.

 

[  ], Portfolio Manager for the Sub-Adviser, has been a portfolio manager of the Fund since 2025.

 

CFA® is a registered trademark owned by the CFA Institute.

 

Purchase and Sale of Shares 

 

The Fund issues and redeems Shares at NAV only in large blocks known as “Creation Units,” which only Authorized Participants (APs) (typically, broker-dealers) may purchase or redeem. The Fund generally issues and redeems Creation Units in exchange for a portfolio of securities (the “Deposit Securities”) and/or a designated amount of U.S. cash.

 

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Shares are listed on a national securities exchange, such as the Exchange, and individual Shares may only be bought and sold in the secondary market through brokers at market prices, rather than NAV. Because Shares trade at market prices rather than NAV, Shares may trade at a price greater than NAV (premium) or less than NAV (discount).

 

An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares (the “bid” price) and the lowest price a seller is willing to accept for Shares (the “ask” price) when buying or selling Shares in the secondary market. This difference in bid and ask prices is often referred to as the “bid-ask spread.”

 

When available, information regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount, and bid-ask spreads can be found on the Fund’s website at [Website].

 

Tax Information 

 

Fund distributions are generally taxable as ordinary income, qualified dividend income, or capital gains (or a combination), unless an investment is in an individual retirement account (“IRA”) or other tax-advantaged account. Distributions on investments made through tax-deferred arrangements may be taxed later upon withdrawal of assets from those accounts.

 

Financial Intermediary Compensation 

 

If you purchase Shares through a broker-dealer or other financial intermediary (such as a bank) (an “Intermediary”), the Adviser or its affiliates may pay Intermediaries for certain activities related to the Fund, including participation in activities that are designed to make Intermediaries more knowledgeable about exchange-traded products, including the Fund, or for other activities, such as marketing, educational training, or other initiatives related to the sale or promotion of Shares. These payments may create a conflict of interest by influencing the Intermediary and your salesperson to recommend the Fund over another investment. Any such arrangements do not result in increased Fund expenses. Ask your salesperson or visit the Intermediary’s website for more information.

 

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ADDITIONAL INFORMATION ABOUT THE FUNDS

 

Investment Objectives

 

The investment objective of each Fund is to seek capital appreciation.

 

An investment objective is fundamental if it cannot be changed without the consent of the holders of a majority of the outstanding Shares. No Fund’s investment objective has been adopted as a fundamental investment policy and therefore each Fund’s investment objective may be changed without the consent of that Fund’s shareholders upon approval by the Board of Trustees (the “Board”) of Tidal Trust IV (the “Trust”) and at least 60 days’ prior written notice to shareholders.

 

Temporary Defensive Positions

 

Under normal market conditions, each Fund will stay fully invested according to its principal investment strategies. For temporary defensive purposes during adverse market, economic, political, or other conditions, a Fund may invest up to 100% of its assets in cash or cash equivalents, such as U.S. Government obligations, investment grade debt securities and other money market instruments. Taking a temporary defensive position may result in a Fund not achieving its investment objective.

 

Investments by Registered Investment Companies

 

Section 12(d)(1) of the 1940 Act restricts investments by investment companies in the securities of other investment companies. However, registered investment companies are permitted to invest in other investment companies beyond the limits set forth in Section 12(d)(1) in recently adopted rules under the 1940 Act, subject to certain conditions. Each Fund may rely on Rule 12d1-4 of the 1940 Act, which provides an exemption from Section 12(d)(1) that allows the Fund to invest beyond the limits set forth in Section 12(d)(1) if the Fund satisfies certain conditions specified in Rule 12d1-4, including, among other conditions, that the Fund and its advisory group will not control (individually or in the aggregate) an acquired fund (e.g., hold more than 25% of the outstanding voting securities of an acquired fund that is a registered open-end management investment company).

 

Principal Risks of Investing in the Funds

 

The principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with those of other funds. Each risk summarized below is considered a “principal risk” of investing in the Funds, regardless of the order in which it appears. As with any investment, there is a risk that you could lose all or a portion of your investment in a Fund. Some or all of these risks may adversely affect a Fund’s NAV per share, trading price, yield, total return and/or ability to meet its investment objective. The following risks could affect the value of your performance in the Funds: The risks below apply to each Fund as indicated in the following table. Additional information about each such risk and its potential impact on a Fund is set forth below the table.

 

  [TBD] Synthetic Mind ETF [TBD] Beyond Earth ETF [TBD] Creatorverse ETF
Artificial Intelligence Risk X -- X
ByteDance/ TikTok Ltd. Investment Risks -- -- X
Commercial Space Industry Risks   X  
Communication Sector Risks X --  
Concentration Risk X X X
Consumer Staples Sector Risks -- -- X
Economic and Market Risk X X X
ETF Risks X X X
Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk X X X
— Costs of Buying or Selling Shares X X X
— Shares May Trade at Prices Other Than NAV X X X
— Trading X X X
Equity Market Risk X X X
Foreign Securities Risk X X X
— Currency Risk X X X
— Depositary Receipt Risk X X X
— China Investing Risk -- -- X
— Singapore Investing Risk -- -- X
Industrials Sector Risk -- X --
Management Risk X X X
Market Capitalization Risk X X X
—Large-Capitalization Investing X X X
— Mid-Capitalization Investing X X X
—Small-Capitalization Investing X X X
New Fund Risk X X X
Non-Diversification Risk X X X
 OpenAI Investment Risks X -- --
Operational Risk X X X
Satellite Communications Industry Risks -- X --
Social Media and Digital Advertising Company Risk -- X X
SpaceX Investment Risks -- X --
Technology Sector Risks X X X
Unrelated Business Risk X X X

 

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Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

 

ByteDance/ TikTok Ltd. Investment Risks. The Fund may invest in the securities of ByteDance or TikTok Ltd. if the securities of one or both of the companies become publicly traded. Investments in the securities of ByteDance or TikTok Ltd would likely involve significant risks that may differ from, and potentially exceed, the risks associated with investments in other issuers.

 

Business and Operational Risk. ByteDance is a privately held technology company that develops and operates a portfolio of digital media and AI–driven content platforms. TikTok Ltd., a subsidiary of ByteDance, operates the TikTok application, a short-form video and social media platform that represents a substantial portion of ByteDance’s revenue and user base. The business performance of both ByteDance and TikTok Ltd. depends on maintaining high levels of user engagement, advertiser demand, and the continued effectiveness of the TikTok application’s recommendation algorithms. The companies face significant competition from other global technology and social media firms, and are sensitive to shifts in digital advertising markets and consumer preferences. Operational disruptions, cybersecurity incidents, data breaches, or technical failures affecting the TikTok application or related services could materially affect the companies’ financial condition and results of operations.

 

Regulatory and Legal Risk. ByteDance and TikTok Ltd. are subject to extensive and evolving regulation in multiple jurisdictions, including those related to data privacy, online content, consumer protection, and national security. Governments in the United States, the European Union, India, and other regions have taken or proposed actions that could restrict or prohibit use of the TikTok application, require divestiture of TikTok Ltd., or limit the transfer of user data across borders. Any such actions could materially impair TikTok Ltd.’s business operations or the value of ByteDance’s ownership interest. Compliance with complex and differing regulatory regimes may increase operational and legal costs, expose the companies to investigations or enforcement actions, and result in fines, sanctions, or limitations on their ability to operate in certain markets.

 

Geopolitical and Ownership Risk. ByteDance is headquartered in the People’s Republic of China and conducts operations globally through subsidiaries, including TikTok Ltd., which is incorporated in Singapore and manages the TikTok application outside of China. As a result, ByteDance and TikTok Ltd. are exposed to risks associated with differing political, regulatory, and economic environments. Tensions between China and other countries, including the United States, may lead to increased scrutiny of ByteDance’s ownership structure and data practices. Actions by Chinese or foreign authorities, such as restrictions on cross-border data flows, technology transfers, or foreign ownership, could adversely affect the ability of TikTok Ltd. to operate or generate revenue and could materially impact ByteDance’s consolidated financial results.

 

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Concentration and Platform Risk. A substantial portion of ByteDance’s business performance depends on TikTok Ltd. and the continued global popularity of the TikTok application. Adverse developments affecting the TikTok application (e.g., user attrition, changes in advertiser behavior, reputational harm, or government-imposed restrictions) could significantly reduce revenue. Both ByteDance and TikTok Ltd. rely heavily on digital advertising as a primary source of revenue and on third-party app stores and mobile operating systems for distribution, creating dependencies that may expose them to external platform policy or access risks.

 

Governance and Management Risk. ByteDance is privately held and not subject to the same disclosure, governance, or financial reporting standards applicable to publicly traded companies. TikTok Ltd. is a privately held subsidiary with limited publicly available information regarding its governance or financial condition. If ByteDance or TikTok Ltd. were to become publicly traded, each would be subject to risks associated with limited experience operating under public company disclosure, auditing, and internal control requirements. Changes in management, ownership structure, or strategic priorities could adversely affect business performance and investor confidence.

 

Newly Public Company Risk. If ByteDance or TikTok Ltd. were to become publicly traded, their securities could experience significant price volatility due to market perceptions of social media and technology companies, regulatory developments, or changes in user growth and engagement metrics related to the TikTok application. Newly public companies may encounter difficulties establishing and maintaining effective internal controls, disclosure systems, and governance frameworks required under applicable securities laws. Limited trading history and liquidity could increase volatility and valuation risk.

 

The foregoing ByteDance and TikTok Ltd. risk disclosures are based solely on publicly available information, and neither ByteDance nor TikTok Ltd. is currently a registrant under the Exchange Act. As a result, the risks described above may not reflect all of the material risks that could be associated with an investment in the securities of ByteDance or TikTok Ltd. Additional or undisclosed risks could materially and adversely affect the value of the Fund’s investment in ByteDance or TikTok Ltd., if such investment is made.

 

Commercial Space Industry Risks. Companies engaged in the commercial space industry operate in a highly capital-intensive and technologically complex environment characterized by rapid innovation, long development timelines, and uncertain demand. The success of such companies depends on their ability to achieve reliable and cost-effective launch capabilities, maintain technological competitiveness, and secure sufficient funding for research, development, and production. Launch failures, manufacturing defects, or schedule delays can materially affect financial performance. The industry is also subject to evolving government policies and regulatory frameworks governing launch licensing, export controls, safety, and environmental compliance. Changes in these regulations, reductions in public-sector funding, or increased competition from domestic or foreign providers could result in pricing pressure, lower utilization rates, or diminished growth opportunities.

 

Communication Sector Risks. The Fund may invest significantly in companies in the communications sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Communication companies are particularly vulnerable to the potential obsolescence of products and services due to technological advancement and the innovation of competitors. Companies in the communications sector may also be affected by other competitive pressures, such as pricing competition, as well as research and development costs, substantial capital requirements and government regulation. Additionally, fluctuating domestic and international demand, shifting demographics and often unpredictable changes in consumer tastes can drastically affect a communication company’s profitability. While all companies may be susceptible to network security breaches, certain companies in the communications sector may be particular targets of hacking and potential theft of proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.

 

Concentration Risk. The Synthetic Mind ETF’s investments will be concentrated in the industries or groups of related industries that comprise the information technology and communication services sectors; the Beyond Earth ETF’s investments will be concentrated in industries or groups of related industries that comprise the information technology and industrials sectors; and the Creatorverse ETF’s investments will be concentrated in industries or groups of related industries that comprise the information technology and consumer staples sectors. As a result, the value of Shares of each Fund may rise and fall more than the value of shares that invest in securities of companies in a broader range of industries.

 

Consumer Staples Sector Risks. The Fund will invest substantially in companies in the consumer staples sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Companies in the consumer staples sector, including those in the food and beverage industries, may be affected by general economic conditions, commodity production and pricing, consumer confidence and spending, consumer preferences, interest rates, product cycles, marketing campaigns, competition, and government regulations.

 

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Economic and Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in a 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 a Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. The imposition by the U.S. of tariffs on goods imported from foreign countries and reciprocal tariffs levied on U.S. goods by those countries also may lead to volatility and instability in domestic and foreign markets.

 

ETF Risks.

 

Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. Each 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.

 

Costs of Buying or Selling Shares. Due to the costs of buying or selling Shares, including brokerage commissions imposed by brokers and 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.

 

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 a 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.

 

Trading. Although Shares are listed on a national securities exchange, such as [Exchange] (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that an active trading market for the Shares will develop or be maintained or that the 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 a Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares. Shares trade on the Exchange at a market price that may be below, at or above a Fund’s NAV. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the Exchange “circuit breaker” rules. There can be no assurance that the requirements of the Exchange necessary to maintain the listing of a Fund will continue to be met or will remain unchanged.

 

Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests. Common stocks, such as those held by the Fund, are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from issuers.

 

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Foreign Securities Risk. Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies. Financial markets in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political and economic developments in foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices. Investments in foreign companies’ securities, including investments via depositary receipts, are subject to special risks, including the following:

  

  Currency Risk. Changes in currency exchange rates can negatively affect securities denominated in and/or receiving revenues in foreign currencies. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from the Fund’s investments in securities denominated in a foreign currency or may widen existing losses. The liquidity and trading value of foreign currencies could be affected by global economic factors, such as inflation, interest rate levels, and trade balances among countries, as well as the actions of sovereign governments and central banks.

 

  Depositary Receipt Risk. Depositary receipts involve risks similar to those associated with investments in foreign securities and give rise to certain additional risks. Depositary receipts listed on U.S. or foreign exchanges are issued by banks or trust companies and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares (Underlying Shares). When the Fund invests in depositary receipts as a substitute for an investment directly in the Underlying Shares, the Fund is exposed to the risk that the depositary receipts may not provide a return that corresponds precisely with that of the Underlying Shares.

 

China Investing Risk. Investing in ADRs, GDRs, and other types of depositary receipts with underlying shares organized, listed, or domiciled in China involves unique and significant risks. These risks include the potential for nationalization, expropriation, or confiscatory taxation; substantial social, economic, and political uncertainties; dependency on exports and international trade; higher inflation rates; and extensive governmental control over the economy. Additionally, China’s economic structure, regulatory environment, and financial reporting standards differ markedly from those in more established markets, presenting challenges such as unreliable statistical data and the limited ability of the Public Company Accounting Oversight Board (“PCAOB”) to inspect audit work in China. These factors, along with the potential for underdeveloped financial reporting practices, public health crises, and geopolitical tensions, could severely impact the Fund’s performance.

 

Singapore Investing Risk. Investments in issuers with operations or listings in Singapore involve risks related to the country’s trade-dependent economy, regulatory environment, and regional exposure. Although Singapore maintains a stable political and financial system, its markets are sensitive to global economic conditions and slowdowns in major trading partners, including China and the United States. Companies in regulated sectors such as technology, financial services, and digital media may be affected by government policies or regulatory changes governing data protection, cross-border activity, and foreign investment. These factors could adversely impact the value of any such investments.

 

Industrials Sector Risk. Companies operating in the industrials sector or issuers in industrials-related industries may be significantly affected by, among other things, worldwide economic growth, changes in supply and demand for specific products and services, product obsolescence, rapid technological developments, international, political and economic developments, environmental issues, tax and governmental regulatory policies, claims for environmental damage or product liability and general economic conditions. Any factors adversely affecting companies in the industrials sector could have a significant adverse impact on the Fund’s performance.

 

Management Risk. Each Fund is actively-managed and may not meet its investment objective based on the Adviser [or Sub-Adviser’s] success or failure to implement investment strategies for the Fund.

 

Market Capitalization Risk

 

Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.

 

Mid-Capitalization Investing. The securities of mid-capitalization companies may be more vulnerable to adverse issuer, market, political, or economic developments than securities of large-capitalization companies. The securities of mid-capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than large-capitalization stocks or the stock market as a whole.

 

Small-Capitalization Investing. Small-cap companies may be less stable and more susceptible to market changes, with their securities being more volatile and less liquid.

 

New Fund Risk. Each Fund is a recently organized management investment company with limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decisions.

 

Non-Diversification Risk. Because the Fund is “non-diversified,” it may invest a greater percentage of its assets in the securities of a single issuer or a smaller number of issuers than if it was a diversified fund. As a result, a decline in the value of an investment in a single issuer or a smaller number of issuers could cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

 

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OpenAI Investment Risks. The Fund may invest in the securities of OpenAI if such securities become publicly traded. Investments in the securities of OpenAI would likely involve significant risks that may differ from, and potentially exceed, the risks associated with investments in other issuers.

 

Business and Operational Risks. OpenAI operates in a rapidly evolving and highly competitive sector characterized by continuous technological innovation, substantial research and development costs, and uncertain commercialization outcomes. The company’s ability to sustain revenue growth and profitability will depend on its capacity to maintain technological leadership, manage computing and data infrastructure costs, and navigate evolving market demand for AI-related products and services. Operational disruptions, cybersecurity incidents, or the failure of critical infrastructure or third-party providers could materially affect its business and financial condition.

 

Regulatory and Legal Risks. OpenAI’s business is subject to increasing regulatory scrutiny concerning data privacy, intellectual property, algorithmic accountability, and the ethical use of artificial intelligence. Changes in laws or regulations, or heightened enforcement by domestic or foreign authorities, could restrict OpenAI’s operations, increase compliance costs, or limit the commercial viability of its products. In addition, OpenAI may be exposed to litigation, including claims related to content ownership, data use, and output liability associated with its AI models.

 

Concentration and Dependence Risks. OpenAI may rely heavily on a limited number of business relationships, including key partnerships, suppliers, or customers, as well as continued access to substantial computing resources. The termination, deterioration, or non-renewal of such relationships could materially affect the company’s financial results. OpenAI’s dependence on specific personnel, including its senior leadership and technical staff, also presents key-person risk.

 

Newly Public Company Risks. If OpenAI becomes a publicly traded company, investments in its securities would be subject to risks associated both with newly public companies and with issuers whose valuations depend heavily on expectations of future growth and innovation. The market price of OpenAI’s securities, if publicly traded, may be highly volatile and subject to substantial fluctuations due to factors such as investor sentiment toward AI technologies, competitive developments within the AI industry, changes in regulatory or policy environments, and shifts in technological or market outlooks. Because OpenAI’s valuation may be driven by anticipated rather than realized performance, its securities could experience significant declines in value if market expectations are not met. As a newly public company, OpenAI would also face risks and uncertainties not typically encountered by more established public companies. OpenAI may have limited experience operating as a public company and may encounter difficulties in establishing and maintaining the internal controls, disclosure procedures, and compliance systems required under the Exchange Act, the Sarbanes–Oxley Act of 2002, and the listing standards of any national securities exchange on which its securities are traded. The company could incur substantial additional expenses and management burdens associated with public company reporting, auditing, legal compliance, investor relations, and disclosure obligations. Trading in OpenAI’s securities may be characterized by limited liquidity, which could exacerbate volatility and magnify price movements unrelated to the company’s underlying performance. Moreover, OpenAI’s management and key personnel may have limited or no prior experience managing a publicly traded company. Any failure to maintain effective internal controls, financial reporting systems, or investor communications could adversely affect investor confidence, damage OpenAI’s reputation, and negatively impact the market value of its securities.

 

The foregoing OpenAI risk disclosures are based solely on publicly available information, and OpenAI is not currently a registrant under the Exchange Act. As a result, the risks described above may not reflect all of the material risks that could be associated with an investment in OpenAI’s securities. Additional or undisclosed risks could materially and adversely affect the value of the Fund’s investment in OpenAI, if such investment is made.

 

Operational Risk. Each 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. Each 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 each Fund, Adviser, and Sub-Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.

 

Satellite Communications Industry Risks. Companies involved in the satellite communications and broadband industry face significant technological, operational, and competitive risks. These businesses require large upfront capital investments to develop and maintain extensive satellite constellations, ground infrastructure, and network operations. They also depend on continued access to radio spectrum and orbital slots, which are subject to regulatory approval and potential international coordination challenges. Competition from other satellite operators and from terrestrial broadband and fiber-optic networks may limit pricing power and market share. The performance of such companies can be affected by global economic conditions, shifting regulatory requirements, and geopolitical developments that influence spectrum allocation, market access, and supply chain stability. External factors such as adverse weather, space weather events, or orbital debris collisions may further disrupt operations or cause substantial losses.

 

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Social Media and Digital Advertising Company Risk. Companies in the social media and digital advertising sector are subject to rapid technological change, evolving consumer preferences, and intense competition for user attention and advertising revenue. Their performance depends on maintaining user engagement, advertiser demand, and effective content-delivery algorithms. The sector faces increasing regulatory and public scrutiny related to data privacy, content moderation, and user safety, which may result in higher compliance costs, restrictions on operations, or reputational harm. Declines in user activity, changes in advertising spending, or adverse regulatory actions could materially affect revenue and profitability.

 

SpaceX Investment Risks. The Fund may invest in the securities of SpaceX if such securities become publicly traded. Investments in the securities of SpaceX would likely involve significant risks that may differ from, and potentially exceed, the risks associated with investments in other issuers.

 

Business and Operational Risks. SpaceX operates in a highly capital-intensive, technologically complex, and competitive industry characterized by rapid innovation, significant research and development costs, and uncertain commercial demand for launch and satellite services. The company’s future growth and profitability will depend on its ability to execute successful launches, maintain cost efficiencies in rocket and satellite production, scale its Starlink broadband network, and manage risks inherent in manufacturing, launch operations, and orbital deployment. Operational failures, launch anomalies, manufacturing defects, or disruptions in critical infrastructure or supply chains could materially affect its business and financial condition.

 

Regulatory and Legal Risks. SpaceX’s operations are subject to extensive regulation by U.S. and foreign governmental authorities, including those governing launch licensing, airspace and orbital traffic management, spectrum allocation, export controls, and environmental and safety compliance. Changes in laws, regulations, or enforcement priorities, or the denial, delay, or revocation of necessary licenses or approvals, could materially restrict SpaceX’s activities or increase compliance costs. In addition, the global expansion of Starlink’s broadband services subjects SpaceX to international telecommunications, data privacy, and national security regulations, which may vary across jurisdictions and involve significant legal complexity and compliance risk.

 

Concentration Risks. SpaceX may rely on a limited number of government and commercial customers for a substantial portion of its revenue, including contracts with NASA, the U.S. Department of Defense, and other public-sector entities. The termination, modification, or non-renewal of any such contracts could adversely affect the company’s financial results. SpaceX also depends heavily on key suppliers for rocket engines, materials, and components, as well as on the performance of its Starlink satellite network.

 

Elon Musk’s Influence on SpaceX Risk. The stock price of SpaceX may be significantly impacted by the actions, decisions, and public statements of its CEO, Elon Musk. His social media activity, interviews, and public remarks have, at times, resulted in regulatory scrutiny and legal proceedings. His involvement in multiple high-profile ventures, such as Tesla and X (formerly Twitter), may also raise concerns about his focus on SpaceX. Furthermore, any potential reduction in his role or departure from SpaceX could negatively affect investor sentiment. Given Mr. Musk’s influence, if SpaceX becomes a public company, its valuation may be subject to sudden and unpredictable changes, which could materially impact the Fund’s performance.

 

Newly Public Company Risks. If SpaceX becomes a publicly traded company, investments in its securities would be subject to risks associated both with newly public companies and with issuers whose valuations depend heavily on expectations of future growth and innovation. The market price of SpaceX’s securities, if publicly traded, may be highly volatile and subject to substantial fluctuations due to factors such as investor sentiment toward AI technologies, competitive developments within the AI industry, changes in regulatory or policy environments, and shifts in technological or market outlooks. Because SpaceX’s valuation may be driven by anticipated rather than realized performance, its securities could experience significant declines in value if market expectations are not met. As a newly public company, SpaceX would also face risks and uncertainties not typically encountered by more established public companies. SpaceX may have limited experience operating as a public company and may encounter difficulties in establishing and maintaining the internal controls, disclosure procedures, and compliance systems required under the Exchange Act, the Sarbanes–Oxley Act of 2002, and the listing standards of any national securities exchange on which its securities are traded. The company could incur substantial additional expenses and management burdens associated with public company reporting, auditing, legal compliance, investor relations, and disclosure obligations. Trading in SpaceX’s securities may be characterized by limited liquidity, which could exacerbate volatility and magnify price movements unrelated to the company’s underlying performance. Moreover, SpaceX’s management and key personnel may have limited or no prior experience managing a publicly traded company. Any failure to maintain effective internal controls, financial reporting systems, or investor communications could adversely affect investor confidence, damage SpaceX’s reputation, and negatively impact the market value of its securities.

 

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The foregoing SpaceX risk disclosures are based solely on publicly available information, and SpaceX is not currently a registrant under the Exchange Act. As a result, the risks described above may not reflect all of the material risks that could be associated with an investment in SpaceX’s securities. Additional or undisclosed risks could materially and adversely affect the value of the Fund’s investment in SpaceX, if such investment is made.

 

Technology Sector Risks. The Fund will invest substantially in companies in the technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.

 

Unrelated Business Risk. Many of the companies in which the Fund will invest have other business lines unrelated to one of the thematic categories. These other lines of business could adversely affect those firms’ operating results and, in turn, hurt the Fund’s performance. The operating results of companies with other business lines may fluctuate independently of the fluctuations in the relevant thematic category businesses. In addition, a particular company’s ability to engage in new business activities may expose it to additional risks for which it has less experience than its existing business lines. Despite a company’s possible success in activities linked to its use of one or more of the thematic categories, there can be no assurance that its other lines of business will not adversely affect the company’s business, financial condition, or market value. In addition, a particular company’s unrelated businesses may impact the Fund’s investment returns and it may be difficult to isolate thematic category-related returns from other return sources.

 

PORTFOLIO HOLDINGS INFORMATION

 

Information about each Fund’s daily portfolio holdings will be available on the Funds’ website at [Website].

 

A complete description of each Fund’s policies and procedures with respect to the disclosure of a Fund’s portfolio holdings is available in the Fund’s SAI.

 

MANAGEMENT

 

Investment Adviser

 

Tidal Investments LLC (“Adviser”), located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204, is an SEC registered investment adviser and a Delaware limited liability company. Tidal was founded in March 2012 and is dedicated to understanding, researching and managing assets within the expanding ETF universe. As of [ ], 2025, Tidal had assets under management of approximately $[ ] billion and served as the investment adviser or sub-adviser for [ ] registered funds.

 

Tidal serves as investment adviser to the Funds and has overall responsibility for the general management and administration of the Funds pursuant to an investment advisory agreement with the Trust, on behalf of each Fund (the “Advisory Agreement”). The Adviser also arranges for sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. For the services provided to the Funds, each Fund pays the Adviser a unitary management fee, which is calculated daily and paid monthly, at an annual rate set forth in the table below based on such Fund’s average daily net assets.

 

Fund Name Unitary Fee Rate
[TBD] Synthetic Mind ETF [    ]%
[TBD] Beyond Earth ETF [    ]%
[TBD] Creatorverse ETF [    ]%

 

Under the Advisory Agreement, in exchange for a single unitary management fee from each Fund, the Adviser has agreed to pay all expenses incurred by such Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by a Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act, and the unitary management fee payable to the Adviser (collectively, the “Excluded Expenses”).

 

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Investment Sub-Adviser

 

[          ] (“Sub-Adviser”), a [State][limited liability company], located at [address] serves as the investment sub-adviser for the Funds. The Sub-Adviser was founded in [  ] and became an SEC-registered investment adviser in [  ]. As of [  ], the Sub-Adviser had assets under management of approximately $[  ].

 

[The Sub-Adviser is responsible for the day-to-day management of each Fund’s portfolio, including determining the securities and financial instruments purchased and sold by each Fund, subject to the supervision of the Adviser and the Board.] The Sub-Adviser serves as the sub-adviser to the Funds, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser (the “Sub-Advisory Agreement”).

 

For its services as sub-adviser, the Sub-Adviser is entitled to receive a fee from the Adviser, which fee is calculated daily and payable monthly, at an annual rate of [  ]% of the average daily net assets of each Fund. [However, as Fund Sponsor, the Sub-Adviser may automatically waive all or a portion of its sub-advisory fee. See “Fund Sponsor” below for more information.]

 

Advisory and Sub-Advisory Agreements

 

A discussion regarding the basis for the Board’s approval of the Fund’s Advisory Agreement and Sub-Advisory Agreement will be available in the Funds’ [annual/semi-annual] certified shareholder report on Form N-CSR for the period ending [  ].

 

Portfolio Managers

 

The following individuals (each, a “Portfolio Manager”) have served as portfolio managers of each Fund, as applicable, since inception in 2025.

 

[  ]

 

[CFA® is a registered trademark owned by the CFA Institute.]

 

The Funds’ SAI provides additional information about each portfolio manager’s compensation structure, other accounts that each portfolio manager manages, and each portfolio manager’s ownership of Shares.

 

Fund Sponsor

 

The Adviser has entered into a fund sponsorship agreement with [  ] (the “Sponsor”) pursuant to which the Sponsor is a sponsor to the Funds. Under this arrangement, the Sponsor has agreed to provide financial support (as described below) to the Funds. Every month, unitary management fees for the Funds are calculated and paid to the Adviser, and the Adviser retains a portion of the unitary management fees from the Funds.

 

In return for its financial support for the Funds, the Adviser has agreed to pay the Sponsor any remaining profits generated by unitary management fee the Funds. If the amount of the unitary management fees for a Fund exceeds the Fund’s operating expenses (including the sub-advisory fee) and the Adviser-retained amount, that excess amount is considered “remaining profit.” In that case, the Adviser will pay the remaining profits to the Sponsor.

 

[During months when the funds generated by the unitary management fee are insufficient to cover the entire sub-advisory fee, those fees are automatically waived, and any such waivers are not subject to recoupment.] Further, if the amount of the unitary management fee for a Fund is less than the Fund’s operating expenses and the Adviser-retained amount, the Sponsor is obligated to reimburse the Adviser for a portion of the shortfall.

 

HOW TO BUY AND SELL SHARES

 

Each Fund issues and redeems Shares only in Creation Units at the NAV per share next determined after receipt of an order from an AP. Only APs may acquire Shares directly from a Fund, and only APs may tender their Shares for redemption directly to the Funds, at NAV. APs must be a member or participant of a clearing agency registered with the SEC and must execute a Participant Agreement that has been agreed to by the Distributor (defined below), and that has been accepted by a Fund’s transfer agent, with respect to purchases and redemptions of Creation Units. Once created, Shares trade in the secondary market in quantities less than a Creation Unit.

 

In order to purchase Creation Units of a Fund, an AP must generally deposit a designated portfolio of equity securities (the “Deposit Securities”) and/or a designated amount of U.S. cash. Purchases and redemptions of Creation Units primarily with cash, rather than through in-kind delivery of portfolio securities, may cause the Funds to incur certain costs. These costs could include brokerage costs or taxable gains or losses that it might not have incurred if it had made redemption in-kind. These costs could be imposed on a Fund, and thus decrease the Fund’s NAV, to the extent that the costs are not offset by a transaction fee payable by an AP. Most investors buy and sell Shares in secondary market transactions through brokers. Individual Shares are listed for trading on the secondary market on the applicable Exchange and can be bought and sold throughout the trading day like other publicly traded securities.

 

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When buying or selling Shares through a broker, you will incur customary brokerage commissions and charges, and you may pay some or all of the spread between the bid and the offer price in the secondary market on each leg of a round trip (purchase and sale) transaction. In addition, because secondary market transactions occur at market prices, you may pay more than NAV when you buy Shares, and receive less than NAV when you sell those Shares.

 

Book Entry

 

Shares are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding Shares.

 

Investors owning Shares are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities depository for all Shares. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of Shares, you are not entitled to receive physical delivery of stock certificates or to have Shares registered in your name, and you are not considered a registered owner of Shares. Therefore, to exercise any right as an owner of Shares, you must rely upon the procedures of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book-entry or “street name” through your brokerage account.

 

Frequent Purchases and Redemptions of Shares

 

None of the Funds imposes any restrictions on the frequency of purchases and redemptions of Shares. In determining not to approve a written, established policy, the Board evaluated the risks of market timing activities by a Fund’s shareholders. Purchases and redemptions by APs, who are the only parties that may purchase or redeem Shares directly with a Fund, are an essential part of the ETF process and help keep Share trading prices in line with the NAV. As such, the Funds accommodate frequent purchases and redemptions by APs. However, the Board has also determined that frequent purchases and redemptions for cash may increase tracking error and portfolio transaction costs and may lead to the realization of capital gains. To minimize these potential consequences of frequent purchases and redemptions, each Fund employs fair value pricing and may impose transaction fees on purchases and redemptions of Creation Units to cover the custodial and other costs incurred by such Fund in effecting trades. In addition, the Funds and the Adviser reserve the right to reject any purchase order at any time.

 

Determination of Net Asset Value

 

Each Fund’s NAV is calculated as of the scheduled close of regular trading on the New York Stock Exchange (“NYSE”), generally 4:00 p.m. Eastern Time, each day the NYSE is open for regular business. The NAV for the Funds is calculated by dividing such Fund’s net assets by its Shares outstanding.

 

In calculating its NAV, each Fund generally value its assets on the basis of market quotations, last sale prices, or estimates of value furnished by a pricing service or brokers who make markets in such instruments. If such information is not available for a security or other asset held by a Fund or is determined to be unreliable, the security or other asset will be valued at fair value estimates under guidelines established by the Adviser (as described below).

 

Fair Value Pricing

 

The Board has designated the Adviser as the “valuation designee” for the Fund under Rule 2a-5 of the 1940 Act, subject to its oversight. The Adviser has adopted procedures and methodologies, which have been approved by the Board, to fair value Fund investments whose market prices are not readily available or are deemed to be unreliable. For example, such circumstances may arise when: (i) an investment has been delisted or has had its trading halted or suspended; (ii) an investment’s primary pricing source is unable or unwilling to provide a price; (iii) an investment’s primary trading market is closed during regular market hours; or (iv) an investment’s value is materially affected by events occurring after the close of the investment’s primary trading market. Generally, when fair valuing an investment, the Adviser will take into account all reasonably available information that may be relevant to a particular valuation including, but not limited to, fundamental analytical data regarding the issuer, information relating to the issuer’s business, recent trades or offers of the investment, general and/or specific market conditions, and the specific facts giving rise to the need to fair value the investment. Fair value determinations are made in good faith and in accordance with the fair value methodologies included in the Adviser adopted valuation procedures. The Adviser will fair value Fund investments whose market prices are not “readily available” or are deemed to be unreliable. Due to the subjective and variable nature of fair value pricing, there can be no assurance that the Adviser will be able to obtain the fair value assigned to the investment upon the sale of such investment.

 

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Investments by Other Registered Investment Companies in the Funds

 

Section 12(d)(1) of the 1940 Act restricts investments by registered investment companies in the securities of other investment companies, including Shares. Registered investment companies are permitted to invest in the Funds beyond the limits set forth in Section 12(d)(1), subject to certain terms and conditions of rules under the 1940 Act, including that such investment companies enter into an agreement with the Fund.

 

Delivery of Shareholder Documents – Householding

 

Householding is an option available to certain investors of the Funds. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Funds is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.

 

DIVIDENDS, DISTRIBUTIONS, AND TAXES

 

Dividends and Distributions

 

Each Fund intends to pay out dividends and interest income, if any, [monthly], and distribute any net realized capital gains to its shareholders at least annually.

 

The Funds will declare and pay income and capital gain distributions, if any, in cash. Distributions in cash may be reinvested automatically in additional whole Shares only if the broker through whom you purchased Shares makes such option available. Your broker is responsible for distributing the income and capital gain distributions to you.

 

Taxes

 

The following discussion is a summary of some important U.S. federal income tax considerations generally applicable to investments in the Funds. Your investment in a Fund may have other tax implications. Please consult your tax advisor about the tax consequences of an investment in Shares, including the possible application of foreign, state, and local tax laws.

 

Each Fund intends to qualify each year for treatment as a regulated investment company (a “RIC”) under the Code. If it meets certain minimum distribution requirements, a RIC is not subject to tax at the fund level on income and gains from investments that are timely distributed to shareholders. However, a Fund’s failure to qualify as a RIC or to meet minimum distribution requirements would result (if certain relief provisions were not available) in fund-level taxation and, consequently, a reduction in income available for distribution to shareholders.

 

Unless your investment in Shares is made through a tax-exempt entity or tax-advantaged account, such as an IRA plan, you need to be aware of the possible tax consequences when a Fund makes distributions, when you sell your Shares listed on the applicable Exchange, and when you purchase or redeem Creation Units (institutional investors only).

 

The following general discussion of certain U.S. federal income tax consequences is based on provisions of the Code and the regulations issued thereunder as in effect on the date of this Prospectus. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, and may have a retroactive effect with respect to the transactions contemplated herein.

 

Taxes on Distributions. For federal income tax purposes, distributions of net investment income are generally taxable to shareholders as ordinary income or qualified dividend income. Taxes on distributions of net capital gains (if any) are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned their Shares. Sales of assets held by a Fund for more than one year generally result in long-term capital gains and losses, and sales of assets held by such Fund for one year or less generally result in short-term capital gains and losses. Distributions of a Fund’s net capital gain (the excess of net long-term capital gains over net short-term capital losses) that are reported by such Fund as capital gain dividends (“Capital Gain Dividends”) will be taxable to shareholders as long-term capital gains. Distributions of short-term capital gain will generally be taxable to shareholders as ordinary income. Dividends and distributions are generally taxable to you whether you receive them in cash or reinvest them in additional Shares.

 

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Distributions reported by a Fund as “qualified dividend income” are generally taxed to non-corporate shareholders at rates applicable to long-term capital gains, provided certain holding period and other requirements are met. “Qualified dividend income” generally is income derived from dividends paid by U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that a Fund receives in respect of stock of certain foreign corporations may be qualified dividend income if that stock is readily tradable on an established U.S. securities market. Corporate shareholders may be entitled to a dividends-received deduction for the portion of dividends they receive from a Fund that are attributable to dividends received by such Fund from U.S. corporations, subject to certain limitations.

 

Shortly after the close of each calendar year, you will be informed of the character of any distributions received from a Fund.

 

In addition to the federal income tax, certain individuals, trusts, and estates may be subject to a Net Investment Income (“NII”) tax of 3.8%. The NII tax is imposed on the lesser of: (i) a taxpayer’s investment income, net of deductions properly allocable to such income; or (ii) the amount by which such taxpayer’s modified adjusted gross income exceeds certain thresholds ($250,000 for married individuals filing jointly, $200,000 for unmarried individuals and $125,000 for married individuals filing separately). Each Fund’s distributions are includable in a shareholder’s investment income for purposes of this NII tax. In addition, any capital gain realized by a shareholder upon a sale or redemption of shares of a Fund is includable in such shareholder’s investment income for purposes of this NII tax.

 

In general, your distributions are subject to federal income tax for the year in which they are paid. Certain distributions paid in January, however, may be treated as paid on December 31 of the prior year. Distributions are generally taxable even if they are paid from income or gains earned by a Fund before your investment (and thus were included in the Shares’ NAV when you purchased your Shares).

 

You may wish to avoid investing in a Fund shortly before a dividend or other distribution, because such a distribution will generally be taxable even though it may economically represent a return of a portion of your investment.

 

If you are neither a resident nor a citizen of the United States or if you are a foreign entity, distributions (other than Capital Gain Dividends) paid to you by a Fund will generally be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty rate applies. The Funds may, under certain circumstances, report all or a portion of a dividend as an “interest-related dividend” or a “short-term capital gain dividend,” which would generally be exempt from this 30% U.S. withholding tax, provided certain other requirements are met.

 

Under the Foreign Account Tax Compliance Act (“FATCA”), the Funds may be required to withhold a generally nonrefundable 30% tax on (i) distributions of net investment income and paid to (A) certain “foreign financial institutions” unless such foreign financial institution agrees to verify, monitor, and report to the Internal Revenue Service (“IRS”) the identity of certain of its account-holders, among other items (or unless such entity is otherwise deemed compliant under the terms of an intergovernmental agreement between the United States and the foreign financial institution’s country of residence), and (B) certain “non-financial foreign entities” unless such entity certifies to the Fund that it does not have any substantial U.S. owners or provides the name, address, and taxpayer identification number of each substantial U.S. owner, among other items. This FATCA withholding tax could also affect a Fund’s return on its investments in foreign securities or affect a shareholder’s return if the shareholder holds its Fund shares through a foreign intermediary. You are urged to consult your tax adviser regarding the application of this FATCA withholding tax to your investment in a Fund and the potential certification, compliance, due diligence, reporting, and withholding obligations to which you may become subject in order to avoid this withholding tax.

 

Each Fund (or a financial intermediary, such as a broker, through which a shareholder owns Shares) generally is required to withhold and remit to the U.S. Treasury a percentage of the taxable distributions and sale or redemption proceeds paid to any shareholder who fails to properly furnish a correct taxpayer identification number, who has underreported dividend or interest income, or who fails to certify that they are not subject to such withholding.

 

Taxes When Shares are Sold on an Exchange

 

Any capital gain or loss realized upon a sale of Shares generally is treated as a long-term capital gain or loss if Shares have been held for more than one year and as a short-term capital gain or loss if Shares have been held for one year or less. However, any capital loss on a sale of Shares held for six months or less is treated as long-term capital loss to the extent of Capital Gain Dividends paid with respect to such Shares. Any loss realized on a sale will be disallowed to the extent Shares of a Fund are acquired, including through reinvestment of dividends, within a 61-day period beginning 30 days before and ending 30 days after the sale of substantially identical Shares.

 

Taxes on Purchases and Redemptions of Creation Units

 

An AP having the U.S. dollar as its functional currency for U.S. federal income tax purposes who exchanges securities for Creation Units generally recognizes a gain or a loss. The gain or loss will be equal to the difference between the value of the Creation Units at 23 the time of the exchange and the exchanging AP’s aggregate basis in the securities delivered plus the amount of any cash paid for the Creation Units. An AP who exchanges Creation Units for securities will generally recognize a gain or loss equal to the difference between the exchanging AP’s basis in the Creation Units and the aggregate U.S. dollar market value of the securities received, plus any cash received for such Creation Units. The IRS may assert, however, that a loss that is realized upon an exchange of securities for Creation Units may not be currently deducted under the rules governing “wash sales” (for an AP who does not mark-to-market their holdings) or on the basis that there has been no significant change in economic position. Persons exchanging securities should consult their own tax advisor with respect to whether wash sale rules apply and when a loss might be deductible.

 

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The Funds may include a payment of cash in addition to, or in place of, the delivery of a basket of securities upon the redemption of Creation Units. The Funds may sell portfolio securities to obtain the cash needed to distribute redemption proceeds. This may cause a Fund to recognize investment income and/or capital gains or losses that it might not have recognized if it had completely satisfied the redemption in-kind. As a result, a Fund may be less tax efficient if it includes such a cash payment in the proceeds paid upon the redemption of Creation Units.

 

Important Tax Considerations When Purchasing Fund Shares

 

If you are investing through a taxable account, you should carefully consider the timing of your investment relative to a Fund’s distribution schedule. Purchasing Fund shares shortly before a distribution may increase your tax liability, a situation commonly referred to as “buying a dividend.”

 

When a Fund makes a distribution, its share price typically drops by an amount roughly equal to the distribution. As a hypothetical example, if you invest $5,000 to purchase 250 shares at $20 per share on December 15, and the Fund pays a $1 per share distribution on December 16, the share price would adjust to $19 (ignoring market fluctuations). Although your total investment value remains $5,000 (250 shares × $19 in share value plus 250 shares × $1 distribution), you would owe taxes on the $250 distribution, even if you reinvest the distribution rather than receiving it in cash.

 

Distributions are taxable to shareholders even if they are paid from income or gains realized by a Fund before you invested, and even if they were reflected in the purchase price of the shares. Consequently, you may incur taxes on income or gains that accrued before your investment, without corresponding benefit.

 

Unless you are investing through a tax-advantaged account, such as an IRA or an employer-sponsored retirement plan, you may wish to avoid purchasing Fund shares shortly before a distribution. You can minimize the potential tax impact by reviewing such Fund’s distribution schedule prior to investing. When available, information about the Fund’s distribution schedule can be found on the Fund’s website at [Website].

 

The foregoing discussion summarizes some of the possible consequences under current federal tax law of an investment in the Funds. It is not a substitute for personal tax advice. You also may be subject to foreign, state and local tax on Fund distributions and sales of Shares. Consult your personal tax advisor about the potential tax consequences of an investment in Shares under all applicable tax laws. For more information, please see the section entitled “Federal Income Taxes” in the SAI.

 

DISTRIBUTION

 

Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group (dba ACA Group) (the “Distributor”), the Funds’ distributor, is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for the Fund on an agency basis and does not maintain a secondary market in Shares. The Distributor has no role in determining the policies of the Funds or the securities that are purchased or sold by the Funds. The Distributor’s principal address is 190 Middle Street, Suite 301, Portland, Maine 04101.

 

The Board has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Funds are authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution fees for the sale and distribution of its Shares.

 

No Rule 12b-1 fees are currently paid by the Funds, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of assets of the respective Fund on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

 

PREMIUM/DISCOUNT INFORMATION

 

When available, information regarding how often Shares of the Funds traded on the applicable Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of such Fund can be found on the Funds’ website at [Website].

 

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ADDITIONAL NOTICES

 

Shares are not sponsored, endorsed, or promoted by an Exchange. The Exchanges are not responsible for, nor has any Exchange participated in the determination of, the timing, prices, or quantities of Shares to be issued, nor in the determination or calculation of the equation by which Shares are redeemable. An Exchange has no obligation or liability to owners of Shares in connection with the administration, marketing, or trading of Shares.

 

Without limiting any of the foregoing, in no event shall any Exchange have any liability for any lost profits or indirect, punitive, special, or consequential damages even if notified of the possibility thereof.

 

The Adviser, [Sub-Adviser], and the Funds make no representation or warranty, express or implied, to the owners of Shares or any member of the public regarding the advisability of investing in securities generally or in any Fund particularly.

 

The Agreement and Declaration of Trust (“Declaration of Trust”) provides a detailed process for the bringing of derivative or direct actions by shareholders in order to permit legitimate inquiries and claims while avoiding the time, expense, distraction, and other harm that can be caused to the Fund or its shareholders as a result of spurious shareholder demands and derivative actions. Prior to bringing a derivative action, a demand by three unrelated shareholders must first be made on the Fund’s Trustees. The Declaration of Trust details various information, certifications, undertakings and acknowledgments that must be included in the demand. Following receipt of the demand, the trustees have a period of 90 days, which may be extended by an additional 60 days, to consider the demand. If a majority of the Trustees who are considered independent for the purposes of considering the demand determine that maintaining the suit would not be in the best interests of the Fund, the Trustees are required to reject the demand and the complaining shareholders may not proceed with the derivative action unless the shareholders are able to sustain the burden of proof to a court that the decision of the Trustees not to pursue the requested action was not a good faith exercise of their business judgment on behalf of the Fund. The Declaration of Trust further provides that shareholders owning Shares representing no less than a majority of the Fund’s outstanding shares must join in bringing the derivative action. If a demand is rejected, the complaining shareholders will be responsible for the costs and expenses (including attorneys’ fees) incurred by the Fund in connection with the consideration of the demand, if a court determines that the demand was made without reasonable cause or for an improper purpose. If a derivative action is brought in violation of the Declaration of Trust, the shareholders bringing the action may be responsible for the Fund’s costs, including attorneys’ fees, if a court determines that the action was brought without reasonable cause or for an improper purpose. The Declaration of Trust provides that no shareholder may bring a direct action claiming injury as a shareholder of the Trust, or any Fund, where the matters alleged (if true) would give rise to a claim by the Trust or by the Trust on behalf of the Fund, unless the shareholder has suffered an injury distinct from that suffered by the shareholders of the Trust, or the Fund, generally. Under the Declaration of Trust, a shareholder bringing a direct claim must be a shareholder of the Fund with respect to which the direct action is brought at the time of the injury complained of or have acquired the shares afterwards by operation of law from a person who was a shareholder at that time. The Declaration of Trust further provides that the Fund shall be responsible for payment of attorneys’ fees and legal expenses incurred by a complaining shareholder only if required by law, and any attorneys’ fees that the Fund is obligated to pay shall be calculated using reasonable hourly rates. These provisions do not apply to claims brought under the federal securities laws.

 

The Declaration of Trust also requires that actions by shareholders against the Fund be brought exclusively in a federal or state court located within the State of Delaware. This provision will not apply to claims brought under the federal securities laws. Limiting shareholders’ ability to bring actions only in courts located in Delaware may cause shareholders economic hardship to litigate the action in those courts, including paying for travel expenses of witnesses and counsel, requiring retaining local counsel, and may limit shareholders’ ability to bring a claim in a judicial forum that shareholders find favorable for disputes, which may discourage such actions.

 

FINANCIAL HIGHLIGHTS

 

This section would ordinarily include Financial Highlights for the Funds. The Financial Highlights tables are intended to help you understand the performance of each Fund for that Fund’s periods of operations. Because the Funds have not yet commenced operations as of the date of this Prospectus, no Financial Highlights are shown.

 

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[TBD] Synthetic Mind ETF ( ) 

 [TBD] Beyond Earth ETF ( ) 

[TBD] Creatorverse ETF ( )

 

 Adviser Tidal Investments LLC
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
Sub-Adviser [   ]
Distributor

Foreside Fund Services, LLC  

190 Middle Street, Suite 301 

Portland, Maine 04101  

Administrator Tidal ETF Services LLC
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
Legal Counsel

Sullivan & Worcester LLP
1251 Avenue of the Americas 

19th Floor 

New York, NY 10020  

Fund Accountant
and Transfer Agent
[   ]
Independent
Registered Public
Accounting Firm
[    ] Custodian [   ]

 

Investors may find more information about the Funds in the following documents:

 

Statement of Additional Information: The Funds’ SAI provides additional details about the investments of each Fund and certain other additional information. A current SAI dated [   ], 2025, as supplemented from time to time, is on file with the SEC and is herein incorporated by reference into this Prospectus. It is legally considered a part of this Prospectus.

 

Annual/Semi-Annual Reports: Additional information about the Funds’ investments will be available in the Funds’ annual and semi-annual Certified Shareholder Report on Form N-CSR. In the annual Certified Shareholder Report you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance after the first fiscal year each Fund is in operation. In Form N-CSR, you will find the Fund’s annual and semi-annual financial statements.

 

You can obtain free copies of these documents, when available, request other information or make general inquiries about the Funds by contacting the Funds at the [ ] ETFs, c/o [   ] or calling [Phone].

 

Shareholder reports and other information about the Fund are also available:

 

  Free of charge from the SEC’s EDGAR database on the SEC’s website at http://www.sec.gov; or

 

  Free of charge from the Funds’ Internet website at [Website]; or

 

  For a fee, by e-mail request to [email protected].

 

(SEC Investment Company Act File No. 811-24061)

 

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