ck0001976322-20260227
THEMES
ETF
TRUST
PROSPECTUS
February 27, 2026
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| COIO |
Leverage
Shares
2x
Capped
Accelerated
COIN
Monthly
ETF |
| NVDO |
Leverage
Shares
2x
Capped
Accelerated
NVDA
Monthly
ETF |
| MSOO |
Leverage
Shares
2x
Capped
Accelerated
MSTR
Monthly
ETF |
| PLOO |
Leverage
Shares
2x
Capped
Accelerated
PLTR
Monthly
ETF |
| TSLO |
Leverage
Shares
2x
Capped
Accelerated
TSLA
Monthly
ETF |
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Each
of
the
above
is
listed
on
the
Cboe BZX Exchange, Inc.
This
prospectus relates to the Funds listed above (each, a “Fund” and collectively,
the “Funds”). Each Fund seeks to provide the following pre-determined outcomes
(the “Outcomes”) for an investment that is held for an entire Outcome Period:
(1) the Accelerated Return, which is based on the upside share price return of
an underlying security (the “Underlying Stock”) and is subject to the
Approximate Cap, and (2) approximately the same downside performance of the
Underlying Stock. Please see below for the definitions of key
terms.
•Outcome
Period:
A full calendar month (e.g., January 1-January 31)
•Accelerated
Return:
Approximately twice the share price increase experienced by the Underlying Stock
over the Outcome Period
•Approximate
Cap:
The approximate upside limit on the Accelerated Return during the Outcome
Period, which will reset at the start of each Outcome Period
The
Funds have characteristics unlike many investment products and may not be
appropriate for all investors. The Outcomes sought by the Funds’ strategies are
not guaranteed.
•The
Accelerated Return and the Approximate Cap may not operate as anticipated, and
investors may lose some or all of their money.
•The
Funds do not provide a buffer against losses experienced by the Underlying
Stock. If the Underlying Stock’s share price decreases in value over the
duration of the Outcome Period, the Funds seek to provide Fund shareholders that
hold Fund shares for the entire Outcome Period with a return that matches the
decrease in value experienced by the Underlying Stock. An investment in the
Funds is appropriate only for investors willing to bear those
losses.
•The
Outcomes apply only to Fund shares that are held for an entire Outcome Period.
An investor who buys Fund shares after the start of an Outcome Period or who
sells shares before the end of an Outcome Period may not fully realize the
Accelerated Return and may be exposed to greater losses than that of the
Underlying Stock. An investment in the Funds is appropriate only for investors
willing to bear those losses.
•The
Approximate Cap is provided prior to taking into account any fees or expenses
charged to the Fund or shareholder transaction fees. Fees and any expenses will
reduce the Approximate Cap amount for Fund shareholders for an Outcome
Period.
•The
Approximate Cap will likely change for each Outcome Period and will be announced
at the start of each Outcome Period.
•Visit
each Fund’s page on https://leverageshares.com/us/ for information about the
start date and end date of the current Outcome Period, the Approximate Cap for
the current Outcome Period and the potential outcomes of an investment in the
Funds, including the remaining Approximate Cap.
These
securities have not been approved or disapproved by the Securities and Exchange
Commission (“SEC”) nor has the SEC passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
Table
of
Contents
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SUMMARY
SECTIONS |
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Leverage
Shares
2x
Capped
Accelerated
COIN
Monthly
ETF |
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Leverage
Shares
2x
Capped
Accelerated
MSTR
Monthly
ETF |
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Leverage
Shares
2x
Capped
Accelerated
NVDA
Monthly
ETF |
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Leverage
Shares
2x
Capped
Accelerated
PLTR
Monthly
ETF |
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Leverage
Shares
2x
Capped
Accelerated
TSLA
Monthly
ETF |
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ADDITIONAL
INFORMATION
ABOUT
THE
FUNDS |
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PORTFOLIO
HOLDINGS
INFORMATION |
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MANAGEMENT |
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ADDITIONAL
INFORMATION
ON
BUYING
AND
SELLING
FUND
SHARES |
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ADDITIONAL
TAX
INFORMATION |
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DISTRIBUTION |
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PREMIUM/DISCOUNT
INFORMATION |
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FINANCIAL
HIGHLIGHTS |
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Leverage
Shares
2x
Capped
Accelerated
COIN
Monthly
ETF
Investment
Objective
The
Leverage
Shares
2x
Capped
Accelerated
COIN
Monthly
ETF
(the
“Fund”)
is
an
exchange-traded
fund
(“ETF”)
that
seeks
to
provide
approximately
twice
(2x)
the positive share price return of Coinbase Global Inc. (“COIN” or the
“Underlying Stock”) up to an approximate upside limit, while seeking to
approximately track the negative share price return of the Underlying Stock,
over each full calendar month.
Fees
and
Expenses
of
the
Fund
The
following table describes the fees and expenses 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.
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Annual
Fund
Operating
Expenses
(expenses
that
you
pay
each
year
as
a
percentage
of
the
value
of
your
investment) |
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Management
Fees |
0.75% |
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Distribution
and/or
Service
(12b-1)
Fees |
None |
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Other
Expenses |
0.02% |
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Total
Annual
Fund
Operating
Expenses |
0.77% |
Example
The
following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they were to invest $10,000 in the Fund for the time periods indicated and
then redeem all of the Shares at the end of those periods.
This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same.
Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
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| 1
Year |
3
Years |
5
Years |
10
Years |
| $79 |
$246 |
$428 |
$954 |
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 Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
For the fiscal period August 12, 2025 (commencement of operations) through
October 31, 2025, the Fund’s portfolio turnover rate was 0% of the average value of its
portfolio.
Principal
Investment
Strategies
of
the
Fund
The
Fund seeks to provide certain pre-determined outcomes (the “Outcomes”) based on
the performance of the share price of Coinbase Global Inc. (NASDAQ: COIN)
(“COIN” or the “Underlying Stock”) for investors who hold Fund shares over a
full calendar month (the “Outcome Period”). The Outcomes sought by the Fund
are:
●Approximately
twice
(2x)
the
share
price
return
of
the
Underlying
Stock
(the
“Accelerated
Return”),
up
to
an
approximate
upside
limit
(the
“Approximate Cap”), and
●Downside
performance
that
approximately
tracks
one
for
one
the
negative
share
price
return
of
the
Underlying
Stock.
The
Fund
does
not
provide
a
buffer, floor or other protection against losses.
The
Outcomes are intended to be realized only by investors who hold Fund shares at
the outset of the Outcome Period and continue to hold the shares through
the
end
of
the
Outcome
Period.
Specifically,
in
order
to
hold
Fund
shares
for
the
entirety
of
an
Outcome
Period,
an
investor
must
buy
or
continue
holding
shares
at the close on the last trading day of the prior Outcome Period and sell or
continue holding the shares at the close on the last trading day of the
current
Outcome
Period.
If
investors buy Fund shares after the start of the Outcome Period or sell Fund
shares before the Outcome Period concludes, they may experience returns that
differ significantly from the Outcomes. These include experiencing little or no
gains related to the
Accelerated
Return or the Underlying Stock and losses that are
greater
than
the
Underlying
Stock’s
losses.
The
Fund
does
not
provide
a
buffer,
floor
or
other
protection
against
losses.
If
the
Underlying
Stock’s
share
price
decreases in value over the duration of the Outcome Period, the Fund seeks to
provide Fund shareholders that hold Fund shares for the entire Outcome Period
with a return that matches the decrease in value experienced by the Underlying
Stock. The Outcomes may not be achieved, and investors may lose some or
all
of
their money.
The
Fund
will
be
offered
indefinitely
and
is
not
intended
to
terminate
after
one
or
more
Outcome
Periods.
The
Current
Outcome
Period
For
the current Outcome Period of February
1,
2026 and ending on
February
28, 2026, the Approximate
Cap
is
17.80%,
before
taking
into
account
any
fees
or
expenses
charged
to,
or
transaction
costs
incurred
by,
the
Fund.
When
the
Fund’s
annualized
management fee of 0.75% of its average daily net assets is taken into account,
the
Approximate
Cap for the current Outcome Period is reduced to 17.73%. The returns that the
Fund seeks to provide do not take into account expenses incurred by the Fund.
Please visit the Fund’s page at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-coin-monthly-etf
for
more
information
about
the
potential
outcomes
of
an
investment
in the Fund during the current Outcome Period, including the remaining
Approximate Cap.
The
Fund’s
Use
of
Options
The
Fund principally buys and sells customized options that reference the Underlying
Stock. The options in which the Fund transacts (typically, equity
exchange-traded options contracts) are referred to generally as Flexible
Exchange Options (“FLEX Options”).
The
Fund may transact in other exchange-traded options that reference the price
performance of the Underlying Stock.
An
options contract is an agreement between a buyer and seller that gives the
purchaser of the option the right but not the obligation to buy (in the case of
a call option) or sell (in the case of a put option) a particular financial
instrument at a specified future date for an agreed-upon price, commonly known
as the “strike price”. When the Fund buys a call option, it pays a premium and
receives the right, but not the obligation, to purchase shares of the Underlying
Stock or other reference
asset
at
a
strike
price
by
or
on
the
expiration
date.
If
the
Fund
buys
a
put
option,
it
pays
a
premium
and
receives
the
right,
but
not
the
obligation,
to
sell
shares of the Underlying Stock or other reference asset at a strike price by or
on the expiration date. When the Fund writes (sells) a call option, it receives
a premium and gives the purchaser of the option the right to purchase from the
Fund shares of the Underlying Stock or other reference asset at a strike price
by or on the expiration date.
When
the Fund writes (sells) a put option, it receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying
Stock or other reference asset at a strike price by or on expiration
date.
FLEX
Options provide the ability to customize key option contract terms such as
strike price, style and expiration date. The options in which the Fund invests
are European style, meaning they are exercisable at the strike price only on the
expiration date. The Fund typically trades options that expire at or around
the
end
of each Outcome Period. The options are guaranteed for settlement by the Options
Clearing Corporation (the “OCC”), a market clearinghouse that guarantees the
performance by counterparties to certain derivatives contracts. The OCC may make
adjustments to FLEX Options for certain significant events.
As
an in-the-money option held by the Fund approaches its expiration date, its
value typically will increasingly move with the value of its reference asset,
such as the Underlying Stock. However, the value of the options may change
because of factors other than the value of the reference asset, including
interest rate changes, dividends, the actual and perceived volatility of the
reference asset, the remaining time until the options expire, limitations
established by options exchanges, and trading conditions in the options market,
among others. Due to these factors, the value of the options typically does not
increase or decrease at the same rate as the Underlying Stock’s share price on a
day-to-day basis. As a result, the Fund’s net asset value per share (“NAV”) may
not increase or decrease at the same rate as the Underlying Stock’s share
price.
Outcomes
Targeted
by
the
Fund
For
each Outcome Period, the Fund obtains exposure to the share price return of the
Underlying Stock by creating a synthetic long position in the Underlying
Stock
by
buying
a
call
option
and
selling
a
put
option,
each
with
a
strike
price
that
is
approximately
at-the-money
(“ATM”)
relative
to
the
Underlying
Stock
and
expiring
in
one
month
or
later,
that
references
the
price
performance
of
the
Underlying
Stock.
Alternatively,
the
Fund
may
choose
to
use
swaps
to
gain
exposure
to the share price return of the Underlying Stock. The
Accelerated
Return and
Approximate
Cap are typically created by trading a set of three call options, as described
below, at the close of the last trading day of the prior Outcome
Period.
Accelerated
Return. The
Fund creates the Accelerated Return by buying one ATM call with one month to
expiration (the “Accelerated Return Call”). This exposure to the Underlying
Stock, combined with the Fund’s investment in the synthetic long position in the
Underlying Stock, creates the approximately double upside return.
Approximate
Cap. The
Fund creates the
Approximate
Cap by selling two call options that are each equal to the notional value of
the
Accelerated
Return Call and the synthetic long position in the Underlying Stock. Each of
these call options have a higher, out-of-the-money strike price relative to the
Underlying Stock’s share price (the “Cap Options”). The Fund uses the premium
collected from selling the Cap Options to cover the premium that it pays to buy
the Accelerated
Return
Call.
The
Cap
Options’
higher
strike
price
prevents
the
Fund
from
realizing
the
benefit
of
any
increase
in
the
Underlying
Stock’s
share
price
above that strike price.
The
Approximate
Cap for an Outcome Period is approximately twice the upside return implied by
the strike price of the Cap Options for that Outcome Period. For example, if the
Fund sets the strike price of the sold Cap Options at approximately 5% above the
starting price of the Underlying Stock (e.g., 105% of its initial value), the
Approximate Cap for the Fund would be approximately 110% of the Fund’s initial
value. This reflects the Fund’s upside participation rate of approximately 2x
the potential appreciation of the Underlying Stock between 100% and 105%. Even
if the Underlying Stock appreciates beyond the higher-strike Cap
Options’
call
level of 105% of its initial value, the maximum return the Fund can achieve
during the Outcome Period would be approximately 10%.
The
Approximate
Cap for each Outcome Period is determined on the last trading day of the
preceding month. The strike price for the Cap Options depends on the market
conditions when the option is sold and likely will be different for each Outcome
Period, resulting in a different
Approximate
Cap for each Outcome Period. For example, the
Approximate
Cap for July will be set based on market conditions at the close of trading on
the last trading day in June. If the Shares
are
held for an entire Outcome Period, this structure seeks to allow for amplified
gains in moderately bullish markets, while exposing investors to 1x downside
losses.
The
Fund’s Accelerated Return and Approximate Cap (net of the management fee) for
the current Outcome Period, along with the Fund’s current position relative to
the Outcomes, is available and updated daily on the Fund’s page at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-coin-monthly-etf.
On
the last trading day of each Outcome Period, the Fund will trade a new set of
options to create the synthetic long position in the Underlying Stock, the
Accelerated Return and
Approximate
Cap for the next Outcome Period. For example, on the last trading day of July,
the Fund would establish a new structure for August, and on the last trading day
of August, it would establish the structure for September. After the close of
business on the last trading day of the Outcome Period, the Fund will file a
prospectus supplement that discloses the Approximate Cap (gross and net of its
management fee) for the next Outcome Period.
On
a day-to-day basis, the Fund is expected to hold collateral for its derivative
positions. For this purpose, the Fund may invest in money market funds, deposit
accounts with institutions with high quality (investment grade) credit ratings,
and/or short-term debt instruments that have terms-to-maturity of less than 397
days and exhibit high quality (investment grade) credit profiles, including U.S.
government securities and repurchase agreements.
Outcome
Period
The
Outcomes for an Outcome Period apply only to Fund shares that are held over the
entire Outcome Period.
An
investor who purchases Fund shares after the beginning of an Outcome Period or
who sells Fund shares before the end of an Outcome Period may not fully realize
the Approximate Cap for the Outcome Period and may experience price returns that
are different from the Outcomes. This is because, while the Outcomes are fixed
levels that are calculated in
relation
to the Underlying Stock’s price and the Fund’s NAV
at
the start of that Outcome Period and generally remain constant throughout the
Outcome Period, an
investor
who
transacts
in
Fund
shares
during
the
Outcome
Period
will
likely
do
so
at
a
price
that
is
different
from
the
Fund’s
NAV
at
the
start
of
the
Outcome
Period.
For
example, if an investor purchases Fund shares during an Outcome Period at a time
when the Underlying Stock’s share price has increased from its price at the
beginning of the Outcome Period, the investor’s upside limit may be lower than
the
Approximate
Cap and the investor may experience losses that exceed
the
losses of the Underlying Stock for the remainder of the Outcome Period.
Conversely, if an investor purchases Fund shares during an Outcome Period at a
time
when
the
Underlying
Stock’s
share
price
has
decreased
from
its
price
at
the
beginning
of
the
Outcome
Period,
the
Fund
may
require
a
larger
increase
in
the
Underlying Stock’s share price before it reaches the Accelerated
Return.
Fund
and
Underlying
Stock
Performance
If
there are any inflows, or creation transactions, for the Fund during an Outcome
Period, the Fund will typically seek to trade the same set of options as
described above. This will occur even in circumstances where the Fund would
receive a negligible premium for selling the Cap Options, which may give up more
sizable returns to the extent that the option later becomes
in-the-money.
The
Fund’s
market
value
and
NAV
may
not
correlate
with
the
Underlying
Stock.
In
periods
of
extreme
market
volatility,
the
Fund’s
return
may
be
subject
to
an
upside limit significantly below the
Approximate
Cap and a downside that is significantly greater than the price return of the
Underlying Stock. Investors may lose their entire investment, and an investment
in the Fund is appropriate only for investors willing to bear those
losses.
Under
normal market conditions, the Fund invests at least 80% of its net assets (plus
any borrowings for investment purposes) in securities or other instruments
that
provide
exposure
to
COIN.
The
Fund
will
consider
the
notional
value
of
its
options
positions
for
the
purpose
of
assessing
compliance
with
this
80%
Policy.
The
Underlying
Stock
Coinbase
Global,
Inc.
Coinbase
Global, Inc. (“Coinbase Global”) is a holding company whose primary operating
subsidiary is Coinbase, Inc. Through its subsidiaries, Coinbase Global operates
a platform that enables customers to engage in a wide range of activities
related to crypto assets, including trading, staking, custody, spending, and
earning. The common stock of Coinbase Global (COIN) is registered under the
Securities Exchange
Act
of 1934, as amended (the “Exchange
Act”).
Information provided to or filed with the Securities and Exchange Commission
(“SEC”) by Coinbase Global pursuant to the Exchange Act can be located by
reference to the SEC file number 001-40289 through the SEC’s website at
www.sec.gov. In addition, information regarding COIN may be obtained from other
sources including, but not limited to, press releases, newspaper articles and
other publicly disseminated documents.
This
prospectus
relates
only
to
the
securities
offered
hereby
and
does
not
relate
to
the
shares
of
COIN
or
other
securities
of
Coinbase
Global.
The
Fund
has derived all disclosures contained in this document regarding Coinbase Global
from the publicly available documents. Neither
the
Fund, the
Trust,
the
Adviser
nor
any
affiliate
has
participated
in
the
preparation
of
such
documents.
Neither
the
Fund,
the
Trust,
the
Adviser
nor
any
of
their
respective
affiliates make any representation that such publicly available documents or any
other publicly available information regarding Coinbase Global is accurate
or
complete.
Furthermore, the Fund cannot give any assurance that all events occurring
prior
to
the date of the prospectus (including events that would affect the accuracy
or
completeness
of the publicly available documents described above) that would affect the
trading price of COIN have been publicly disclosed. Subsequent disclosure of any
such events or the disclosure of, or failure to disclose, material future events
concerning
Coinbase
Global could affect the value of the Fund’s investments with respect to COIN and
therefore the value of the Fund.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund.
As
a result of its investment strategy, the Fund will be concentrated in the
industry to which Coinbase Global is assigned (i.e.,
hold 25% or more of its total assets in investments that provide exposure to the
industry to which Coinbase Global is assigned). As of the date of
this
prospectus,
Coinbase Global is assigned to the digital asset and institutional financial
services industry.
Principal
Risks
of
Investing
in
the
Fund
The
Fund
has
characteristics
unlike
many
traditional
products
and
may
not
be
appropriate
for
all
investors.
You
can
lose
money
on
your
investment
in
the
Fund. The Fund is subject to the risks summarized
below. Some or all of these risks may adversely affect the Fund’s net asset
value per share (“NAV”), trading price, yield, total return and/or ability to
meet its objectives. For more information about the risks of investing in the
Fund, see the section in the Fund’s prospectus entitled “Additional Information
about the Principal Risks of Investing in the Funds.” Each risk summarized below
is considered a “principal risk” of investing in the Fund, regardless of the
order in which it appears.
Accelerated
Return Risk. There
can be no guarantee that the Fund will be successful in its strategy to provide
approximately twice the positive share price return, if any, of the Underlying
Stock over an Outcome Period, subject to an
Approximate
Cap. If an investor purchases Fund shares after the beginning of an Outcome
Period or does not stay invested in the Fund for the entirety of the Outcome
Period, the returns realized by the investor may not match those that the Fund
seeks to achieve. In addition, because the Fund is designed to achieve Outcomes
that change for each one month Outcome Period, the Outcomes that are achieved by
the Fund for a one month Outcome Period will be different than the Outcomes
achieved by the Fund over multiple Outcome Periods, or on an annualized basis.
Similarly, investors holding Shares over multiple Outcome Periods will
experience different investment results than holding a fund that has a longer
Outcome Period (e.g., three months or one year).
Approximate
Cap Risk. The
Fund’s strategy seeks to provide returns that are subject to an Approximate Cap,
whose level depends on prevailing market conditions (e.g., volatility, interest
rates, dividends, and other factors) at the time that the
Approximate
Cap is set. The
Approximate
Cap may rise or fall from one
Outcome
Period
to
the
next,
sometimes
to
a
significant
extent,
and
is
unlikely
to
remain
the
same
for
consecutive
Outcome
Periods.
If
the
Underlying
Stock
experiences gains in excess of the Approximate Cap for an Outcome Period, the
Fund will not participate in any gains beyond the Approximate Cap and will
underperform the Underlying Stock. In periods of extreme market volatility, the
Fund’s return may be significantly below the
Approximate
Cap.
Outcome
Period
Risk.
The
Approximate
Cap
for
an
Outcome
Period
applies
to
Fund
shares
held
over
the
entire
Outcome
Period.
If
an
investor
purchases
Fund
shares after an Outcome Period begins or sells Fund shares prior to the end of
an Outcome Period, the returns realized by the investor will not match those
that the Fund seeks to provide. Further, because the Fund is designed to produce
returns that are twice those of the price return of the Underlying Stock
(subject to the
Approximate
Cap) on the last day of the Outcome Period, if an investor sells Shares before
the end of an Outcome Period such investor may sell at a point where the Fund’s
performance does not exceed the performance of the Underlying Stock over the
Outcome Period, and therefore may sell at a point where the Fund has
underperformed the Underlying Stock. If the Outcome Period has begun and the
Fund has increased in value to a level near the Cap, an investor purchasing
Shares at that price has little or no ability to achieve gains relating to the
Underlying Stock or the Accelerated Return but remains vulnerable to downside
risks.
Issuer-Specific
(Coinbase Global) Investing Risk.
Issuer-specific attributes may cause an investment held by the Fund to
be more volatile than the market generally. The value of an individual security
or particular type of security may be more volatile than the market as a whole
and may perform differently from the value of the market as a whole. As of the
date of this prospectus, in addition to the risks associated with operating
companies and companies in the financial services industry, Coinbase Global
faces risks that include but are not limited to: significant fluctuations in
operating results; dependence of revenues on the prices of digital assets and
transaction volumes on its platform; concentration of revenues in a limited
number of digital assets; overall demand for and adoption of digital assets;
macroeconomic conditions, including interest rate fluctuations; limitations on
the development, growth, and functionality of digital assets and related
technologies; cyberattacks, security breaches, and failures of information
technology systems; a rapidly evolving and uncertain regulatory landscape;
intense competition; material pending litigation, class actions, investigations,
and regulatory enforcement actions; reliance on third-party service providers;
and the potential theft, loss, or destruction of private keys required to access
digital assets held in custody for customers or the company, which may be
irreversible. Any of these risks could materially and adversely affect the
company’s business, financial condition, results of operations, and
prospects.
Indirect
Investment Risk. Coinbase
Global is not affiliated with the Trust, the Adviser or any affiliates thereof
and is not involved with this offering in any way and has no obligation to
consider the Fund in taking any corporate actions that might affect the value of
the Fund.
The
Trust,
the Fund and any affiliate are not responsible for the performance of Coinbase
Global and make no representation as to the performance of COIN. Investing in
the Fund is not equivalent to investing in COIN. Fund shareholders will not have
voting rights or rights to receive dividends or other distributions or any other
rights with respect to COIN.
Digital
Assets Risk. Coinbase
Global's revenues come from transaction fees on digital asset transactions. The
Fund is subject to digital assets risk due to its investment exposure to
Coinbase Global. The trading prices of many digital assets, including Bitcoin,
have experienced extreme volatility and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
bitcoin, could have a material adverse effect on the Shares. Bitcoins are bearer
instruments and the loss or destruction of a private key required to access a
bitcoin may be irreversible. If a private key is lost, destroyed or otherwise
compromised and no backup of the private key is accessible, the owner would be
unable to access the bitcoin corresponding to that private key and the private
key will not be capable of being restored by the digital asset network. Digital
asset networks and the software used to operate them are in the early stages of
development. Given the recentness of the development of digital asset networks,
bitcoin may not function as intended and parties may be unwilling to use
bitcoin, which would dampen the growth, if any, of digital asset networks.
Governance of many digital asset networks, such as the Bitcoin network, are by
voluntary consensus and open competition. As a result, there may be a lack of
consensus or clarity on the governance of digital asset networks, which may
stymie each such network’s utility and ability to grow and face
challenges.
There
is a lack of consensus regarding the regulation of bitcoin and its market. As a
result of the growth in the size of the bitcoin market, the U.S. Congress and a
number of U.S. federal and state agencies (including FinCEN, SEC, OCC, CFTC,
FINRA, the Consumer Financial Protection Bureau, the Department of Justice, the
Department of Homeland Security, the Federal Bureau of Investigation, the
Internal Revenue Service, state financial institution regulators, and others)
have been examining the operations of digital asset networks, digital asset
users and digital asset markets. Many of these state and federal agencies have
brought enforcement actions or issued consumer advisories regarding the risks
posed by digital assets to investors. Ongoing and future regulatory actions with
respect to digital assets may alter, perhaps to a materially adverse extent, the
nature of an investment in a digital asset.
Blockchain
Risk.
Coinbase Global relies on blockchain networks for transaction settlement,
custody and account integrity. Blockchain companies may be adversely impacted by
government regulations or economic conditions. Blockchain technology is new and
its uses are in many cases untested or unclear. These companies may also have
significant exposure to fluctuations in the spot prices of digital assets,
particularly to the extent that demand for a company’s hardware or services may
increase as the spot price of digital assets increase. Blockchain companies
typically face intense competition and potentially rapid product obsolescence.
In addition, many blockchain companies store sensitive consumer information and
could be the target of cybersecurity attacks and other types of theft, which
could have a negative impact on these companies. Access to a given blockchain
may require a specific cryptographic key (in effect a string of characters
granting unique access to initiate transactions related to specific digital
assets) or set of keys, the theft, loss, or destruction of which, either by
accident or as a result of the efforts of a third party, could irrevocably
impair a claim to the digital assets stored on that blockchain. Many blockchain
companies currently operate under less regulatory scrutiny than traditional
financial services companies and banks, but there is significant risk that
regulatory oversight could increase in the future. Higher levels of regulation
could increase costs and adversely impact the current business models of some
blockchain companies. For example, restrictions imposed by foreign governments,
including China, on the use and mining of digital assets, may adversely impact
blockchain companies and in turn the Fund. These companies could be negatively
impacted by disruptions in service caused by hardware or software failure, or by
interruptions or delays in service by third-party data center hosting facilities
and maintenance providers. Blockchain companies involved in digital assets may
face slow adoption rates and be subject to higher levels of regulatory scrutiny
in the future, which could severely impact the viability of these companies.
blockchain companies, especially smaller companies, tend to be more volatile
than companies that do not rely heavily on technology. The customers and/or
suppliers of blockchain companies may be concentrated in a particular country,
region or industry. Any adverse event affecting one of these countries, regions
or industries could have a negative impact on blockchain
companies.
Concentration
Risk. The
Fund is concentrated in the industry to which Coinbase Global is assigned
(i.e.,
hold more than 25% of its total assets in investments that provide short
exposure to the industry to which Coinbase Global is assigned). A portfolio
concentrated in a particular industry may present more risks than a portfolio
broadly diversified over several industries. As of the date of this prospectus,
Coinbase Global is assigned to the financial services
industry.
Financial
Services Industry Risk. Financial
services companies are subject to extensive governmental regulation which may
limit both the amounts and types of loans and other financial commitments they
can make, the interest rates and fees they can charge, the scope of their
activities, the prices they can charge and the amount of capital they must
maintain. Profitability is largely dependent on the availability and cost of
capital funds and can fluctuate significantly when interest rates change or due
to increased competition. In addition, deterioration of the credit markets
generally may cause an adverse impact in a broad range of markets, including
U.S. and international credit and interbank money markets generally, thereby
affecting a wide range of financial institutions and markets. Certain events in
the financial industry may cause an unusually high degree of volatility in the
financial markets, both domestic and foreign, and cause certain financial
services companies to incur large losses. Securities of financial services
companies may experience a dramatic decline in value when such companies
experience substantial declines in the valuations of their assets, take action
to raise capital (such as the issuance of debt or equity securities), or cease
operations. Credit losses resulting from financial difficulties of borrowers and
financial losses associated with investment activities can negatively impact the
industry. Insurance companies may be subject to severe price competition.
Adverse economic, business or political developments could adversely affect
financial institutions engaged in mortgage finance or other lending or investing
activities directly or indirectly connected to the value of real
estate.
Sector
Risk.
To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors.
Derivatives
Risk.
The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other ordinary
investments, including risk related to the market, imperfect correlation with
underlying investments, higher price volatility, lack of availability,
counterparty risk, liquidity, valuation and legal restrictions. The use of
derivatives is a highly specialized activity that involves investment techniques
and risks different from those associated with ordinary portfolio securities
transactions. Derivatives, including the options used by the Fund, may create
investment leverage, which could result in greater price volatility than other
markets and losses that significantly exceed the Fund’s original investment. The
use of derivatives may result in larger losses or smaller gains than directly
investing in securities. When the Fund uses derivatives, there may be an
imperfect correlation between the value of the Underlying Stock and the
derivative, which may prevent the Fund from achieving its investment objective.
Because derivatives often require only a limited initial investment, the use of
derivatives may expose the Fund to losses in excess of those amounts initially
invested. In addition, the Fund’s investments in derivatives are subject to the
following risks:
Options
Contracts Risk. The
use of options contracts involves investment strategies and risks different from
those associated with ordinary portfolio securities transactions. The prices of
options are volatile and are influenced by, among other things, actual and
anticipated changes in the value of the underlying instrument, including the
anticipated volatility, which are affected by fiscal and monetary policies and
by national and international political, changes in the actual or implied
volatility or the reference asset, the time remaining until the expiration of
the option contract and economic events. For the Fund in particular, the values
of the options contracts in which it invests are substantially influenced by the
value of COIN. The Fund may experience substantial downside from specific option
positions and certain option positions held by the Fund may expire
worthless.
There
may at times be an imperfect correlation between the movement in values of
options contracts and the underlying instrument, and there may at times not be a
liquid secondary market for certain options
contracts.
Written
Options Risk. While
the Fund will collect premiums on the options it writes, the Fund’s risk of loss
if one or more of its options is exercised and expires in-the-money may
substantially outweigh the gains to the Fund from the receipt of such option
premiums. When selling a put option, the premium received by the Fund may not be
enough to offset a loss incurred by the Fund if the price of the Underlying
Stock at expiration is below the strike price by an amount equal to or greater
than the premium. When selling a call option, the premium received by the Fund
may not be enough to offset a loss incurred by the Fund if the price of the
Underlying Stock at expiration is above the strike price by an amount equal to
or greater than the premium.
Purchased
Call Options Risk.
If a call option is not sold when it has remaining value and if the market price
of the Underlying Stock remains less than or equal to the exercise price, the
buyer will lose its entire investment in the call option. There is no assurance
that a liquid market will exist when the buyer seeks to close out any option
position.
FLEX
Options Risk. Due
to their customization and potentially unique terms, FLEX Options may be less
liquid than other securities, such as standard exchange listed
options.
The
FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a
less
liquid market for the FLEX Options, liquidating the FLEX Options may require the
payment of a premium (for written FLEX Options) or acceptance of a discounted
price (for purchased FLEX Options) and may take longer to complete.
A
less
liquid trading market may adversely impact the value of the FLEX Options and
Fund shares and result in the Fund being unable to achieve its investment
objective. Less liquidity in the trading of the Fund’s FLEX Options could have
an impact on the prices paid or received by the Fund for the FLEX Options in
connection with creations and redemptions of the Fund’s shares. Depending on the
nature of this impact to pricing, the Fund may be forced to pay more for
redemptions (or receive less for creations) than the price at which it currently
values the FLEX Options. Such overpayment or under collection could reduce the
Fund’s ability to achieve its investment objective.
Additionally,
in a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price.
Swap
Agreements
Risk.
The
use of swap transactions is a specialized activity involving investment
techniques and risks different from those associated with ordinary portfolio
securities transactions. The success of the Fund in using swap agreements
depends on the ability of the Adviser to structure
such
agreements in accordance with the Fund’s investment objective and to identify
appropriate and creditworthy counterparties. Additionally, any financing,
transaction, or other costs associated with the use of swap agreements may
reduce the Fund’s returns. The swap agreements in which the Fund may invest are
generally traded in the over-the-counter market, which typically provides less
transparency than exchange-traded derivatives. In a standard swap transaction,
two parties agree to exchange the return (or differentials in rates of return)
earned or realized on particular predetermined reference assets or underlying
securities or instruments. The gross return to be exchanged or “swapped” is
calculated based on a notional amount, typically representing the value of a
hypothetical investment in the underlying asset or basket of securities. If the
Underlying Security experiences a significant movement that results in a
material decline in the Fund’s net asset value, the terms of the swap agreement
may permit or require the counterparty to close out the position. In such a
case, the Fund may be unable to enter into another swap agreement or similar
derivatives contract to maintain its desired exposure.
This
may prevent the Fund from achieving its investment objective, even if the
Underlying Security later recovers all or part of its
decline.
Market
Risk.
Market
risk
is
the
risk
that
a
particular
security,
or
Shares
in
general,
may
fall
in
value,
or
fail
to
rise.
Securities
are
subject
to
market
fluctuations
caused by such factors as economic, political, regulatory or market
developments, changes in interest rates, and perceived trends in securities
prices. Shares could decline in value or underperform other investments. In
addition, local, regional, or global events such as war, acts of terrorism,
spread of infectious diseases or other public health issues, recessions, or
other events could have a significant negative impact on the Fund and its
investments. Such events may affect certain geographic regions, countries,
sectors, and industries more significantly than others. Such events could
adversely affect the prices and liquidity of the
Fund’s
portfolio
securities
or
other
instruments
and
could
result
in
disruptions
in
the
trading
markets.
During
any
such
events,
Shares
may
trade
at
increased
premiums or discounts to their net asset value and the bid/ask spread on Shares
may widen.
As
a result, an investor could lose money over short or long periods of
time.
Clearing
Member Default Risk. Transactions
in some types of derivatives, including the options bought and sold by the Fund,
are required to be centrally cleared (“cleared derivatives”). In a transaction
involving cleared derivatives, the Fund’s counterparty is a clearing house, such
as the OCC, rather than a bank
or
broker.
Since
the
Fund
is
not
a
member
of
clearing
houses
and
only
members
of
a
clearing
house
(“clearing
members”)
can
participate
directly
in
the
clearing
house, the Fund will hold cleared derivatives through accounts at clearing
members. In cleared derivatives positions, the Fund will make payments
(including margin payments) to and receive payments from a clearing house
through their accounts at clearing members. Customer funds held at a clearing
organization in connection with any options contracts are held in a commingled
omnibus account and are not identified to the name of the clearing member’s
individual customers.
As
a result, assets deposited by the Fund with any clearing member as margin for
options may, in certain circumstances, be used to satisfy losses of other
clients of the Fund’s clearing member. In addition, although clearing members
guarantee performance of their clients’ obligations to the Fund’s or the
Underlying Stock’s clearing house, there is a risk that the assets of the Fund
might not be fully protected in the event of the clearing member’s bankruptcy,
as the Fund would be limited to recovering only a pro rata share of all
available funds segregated on behalf of the clearing member’s customers for the
relevant account class. The Fund is also subject to the risk that a limited
number of clearing members are willing to transact on the Fund’s behalf, which
heightens the risks associated with a clearing member’s default. This risk is
greater for the Fund as it seeks to hold options contracts on a single security,
and not a broader range of options contracts, which may limit the number of
clearing members that are willing to transact on the Fund’s behalf. If a
clearing member defaults the Fund could lose some or all of the benefits of a
transaction entered into by the Fund with the clearing member. If the Fund
cannot find a clearing member to transact with on the Fund’s behalf, the Fund
may be unable to effectively implement its investment
strategy.
Counterparty
Risk. Derivatives
are subject to counterparty risk, which is the risk that the other party in the
transaction will be unable or unwilling to fulfill its contractual obligation,
and the related risks of having concentrated exposure to such a counterparty.
Counterparty risk may arise because of the counterparty’s financial condition,
market activities, or for other reasons. The Fund may be unable to recover its
investment from the counterparty or may obtain a limited and/or delayed
recovery.
The
OCC acts as guarantor and central counterparty with respect to the options held
by the Fund.
As
a result, the ability of the Fund to meet its objective depends on the OCC being
able to meet its obligations. In the event that the OCC becomes insolvent or is
otherwise unable to meet its clearing and settlement obligations, the Fund could
suffer significant losses.
Transaction
Cost Risk. The
Fund will pay transaction costs, such as commissions or mark-ups in the
bid/offer spread on an option position, when it writes options. Because the Fund
“turns over” its option positions every month, it will incur high levels of
transaction costs.
While
the turnover of the option positions sold by the Fund is not deemed “portfolio
turnover” for accounting purposes, the economic impact to the Fund is similar to
what could occur if the Fund experienced high portfolio turnover (e.g., in
excess of 100% per year). The Fund’s high levels of transaction costs may result
in higher taxes when Shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example
thereunder, may affect the Fund’s performance.
Active
Management Risk. The
Fund is actively-managed and may not meet its investment objective based on the
success or failure of the Adviser or the Fund’s portfolio managers to implement
investment strategies for the Fund. The success of the Fund’s investment program
depends largely on the investment techniques applied by the
Adviser
and portfolio managers and the skill of the
Adviser
and/or portfolio manager in evaluating the value and risks associated with the
Fund investment strategy. It is possible the investment techniques employed on
behalf of the Fund will not produce the desired
results.
Special
Tax
Risk.
The
Fund
intends
to
elect
and
to
qualify
each
year
to
be
treated
as
a
regulated
investment
company
(“RIC”)
under
Subchapter
M
of
the
Code.
As a RIC, the Fund will not be subject to U.S. federal income tax on the portion
of its net investment income and net capital gain that it distributes to
Shareholders, provided that it satisfies certain requirements of the Code. If
the Fund does not qualify as a RIC for any taxable year and certain relief
provisions are
not
available,
the
Fund’s
taxable
income
will
be
subject
to
tax
at
the
Fund
level
and
to
a
further
tax
at
the
shareholder
level
when
such
income
is
distributed.
To comply with the asset diversification test applicable to a RIC, the Fund will
attempt to ensure that the value of options on shares of a single issuer does
not exceed 25% of the Fund’s value at the close of any quarter. If the value of
options on shares of a single issuer were to exceed 25% of the Fund’s total
assets at the end of a tax quarter, the Fund, generally, has a grace period to
cure such lack of compliance. If the Fund fails to timely cure, it may no longer
be eligible to be treated as a RIC.
ETF
Risks.
The
Fund
is
an
ETF
and,
as
a
result
of
an
ETF’s
structure,
is
exposed
to
the
following
risks:
Authorized
Participants
(“APs”),
Market
Makers,
and
Liquidity
Providers
Concentration
Risk.
The
Fund
has
a
limited
number
of
financial
institutions
that may act as
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 of the Fund 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 of the Fund. Due
to the costs of buying or selling shares of the Fund, including brokerage
commissions imposed by brokers
and
bid/ask
spreads,
frequent
trading
of
shares
of
the
Fund
may
significantly
reduce
investment
results
and
an
investment
in
shares
of
the
Fund
may not be advisable for investors who anticipate regularly making small
investments.
Shares
of the Fund May Trade at Prices Other Than NAV. As
with all ETFs, shares of the Fund may be bought and sold in the secondary market
at market
prices.
The
price
of
shares
of
the
Fund,
like
the
price
of
all
traded
securities,
will
be
subject
to
factors
such
as
supply
and
demand,
as
well
as
the
current
value
of
the
Fund’s
portfolio
holdings.
Although
it
is
expected
that
the
market
price
of
the
shares
of
the
Fund
will
approximate
the
Fund’s
NAV,
there may be times when the market price of the shares is more than the
NAV
intra-day
(premium) or less than the NAV
intra-day
(discount).
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 of the Fund are listed for trading on a national securities exchange,
Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that shares of the Fund will
trade with any volume, or at all, on any stock exchange
or
that
the
requirements
of
the
Exchange
or
any
exchange
necessary
to
maintain
the
listing
of
the
Fund
will
continue
to
be
met
or
will
remain
unchanged. An exchange or market may close early, close late or issue trading
halts on specific securities or financial instruments. As a result, the ability
to trade certain securities or financial instruments may be restricted, which
may disrupt the Fund’s creation and redemption process, potentially affect the
price at which the Fund’s shares trade in the secondary market, and/or result in
the Fund being unable to trade certain securities or financial instruments at
all. In these circumstances, the Fund may be unable to execute its options
strategy, may be unable to accurately price its investments and/or may incur
substantial trading losses. This risk may be greater for the Fund as it seeks to
have exposure to a single index as opposed to a more diverse portfolio like a
traditional pooled investment. If trading in the Fund’s shares are halted,
investors may be temporarily unable to trade shares of the Fund. In stressed
market conditions, the liquidity of shares of the Fund may begin to mirror the
liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than shares of the Fund, and this could lead to
differences between the market price of the shares of the Fund and the
underlying value of those shares. In the event of an unscheduled market close
for options contracts that reference a single stock, such as the Index’s
securities being halted or a market wide closure, settlement prices will be
determined by the procedures of the listing exchange of the options
contracts.
As
a
result,
the
Fund
could
be
adversely
affected
and
be
unable
to
implement
its
investment
strategies
in
the
event
of
an
unscheduled
closing.
Cybersecurity
Risk. Failures
or breaches of the electronic systems of the Fund and/or the Fund’s service
providers, including the Adviser, market makers, Authorized Participants or the
issuers of securities in which the Fund invests, have the ability to cause
disruptions, negatively impact the Fund’s business operations and/or potentially
result in financial losses to the Fund and its shareholders. While the Fund has
established business continuity plans and risk management systems seeking to
address system breaches or failures, there are inherent limitations in such
plans and systems. Furthermore, the Fund cannot control the cybersecurity plans
and systems of the
Adviser,
other service providers, market makers,
Authorized
Participants or issuers of securities in which the Fund
invests.
Liquidity
Risk. The
Fund’s investments are subject to liquidity risk, which exists when an
investment is or becomes difficult or impossible to purchase or sell
at
an advantageous time and price. If a transaction is particularly large or if the
relevant market is or becomes illiquid, it may not be possible to initiate a
transaction or liquidate a position, which may cause the Fund to suffer
significant losses and difficulties in meeting redemptions. Liquidity risk may
be the
result
of, among other things, market turmoil, the reduced number and capacity of
traditional market participants, or the lack of an active trading market.
Markets
for
securities
or
financial
instruments
could
be
disrupted
by
a
number
of
events,
including,
but
not
limited
to,
an
economic
crisis,
natural
disasters,
new
legislation or regulatory changes inside or outside the U.S. Liquid investments
may become less liquid after being purchased by the Fund, particularly during
periods of market stress. In addition, if a number of securities held by the
Fund stop trading, it may have a cascading effect and cause the Fund to halt
trading. Volatility
in
market
prices
will
increase
the
risk
of
the
Fund
being
subject
to
a
trading
halt.
Illiquid
securities
may
be
difficult
to
value,
especially
in
changing
or
volatile
markets.
If
the
Fund
is
forced
to
sell
an
illiquid
security
at
an
unfavorable
time
or
price,
the
Fund
may
be
adversely
impacted.
There
is
no
assurance
that
a security that is deemed liquid when purchased will continue to be
liquid.
Money
Market Instrument Risk. The
Fund may use a variety of money market instruments for cash management purposes,
including money market funds, depositary accounts and repurchase agreements.
Money market funds may be subject to credit risk with respect to the debt
instruments in which they invest. Depository accounts may be subject to credit
risk with respect to the financial institution in which the depository account
is held. Repurchase agreements may be subject to market and credit risk related
to the collateral securing the repurchase agreement. Money market instruments
may lose money.
New
Fund Risk. The
Fund is new with no operating history. As a result, there can be no assurance
that the Fund will grow to or maintain an economically viable size, as a result
of which it could ultimately liquidate. The Fund’s distributor does not maintain
a secondary market in Fund shares.
Non-Diversification
Risk.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or
a
smaller
number
of
issuers
than
if
it
were
a
diversified
fund.
As
a
result,
the
Fund
may
be
more
exposed
to
the
risks
associated
with
and
developments
affecting
an individual issuer or a smaller number of issuers than a fund that invests
more widely.
This
may increase the Fund’s volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on the Fund’s
performance.
Operational
Risk. The
Fund is exposed to operational risks arising from a number of 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 and
the Adviser seek to reduce these operational risks through controls and
procedures. However, these measures do not address every possible risk and may
be inadequate to address significant operational
risks.
Valuation
Risk.
Independent
market
quotations
for
certain
investments
held
by
the
Fund
may
not
be
readily
available,
and
such
investments
may
be
fair
valued
or valued by a pricing service at an evaluated price. These valuations involve
subjectivity and different market participants may assign different prices to
the same investment.
As
a result, there is a risk that the Fund may not be able to sell an investment at
the price assigned to the investment by the Fund. In addition, the securities in
which the Fund invests may trade on days that the Fund does not price its
shares; as a result, the value of Fund shares may change on days
when
investors cannot purchase or sell their Fund
holdings.
Fund
Performance
Performance
information for the Fund is not included because the Fund did not have a full
calendar year of performance prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section.
When provided,
the information will provide some indication of the risks of investing in the
Fund by showing changes in the Fund’s performance from year to year and how the
Fund’s average annual returns compare with a broad measure of market
performance. The Fund’s past performance
(before and after taxes) is not necessarily an indication of how the Fund will
perform in the future. Updated performance
information
will
be
available
on
the
Fund’s
website
at
https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-coin-monthly-etf
or by calling the Fund toll-free at 1-866-5Themes (1-866-584-3637).
Management
Investment
Adviser
Themes
Management
Company,
LLC
(the
“Adviser”)
serves
as
investment
adviser
to
the
Fund.
Portfolio
Managers
Calvin
Tsang, CFA, Head of Product Management & Development of the Adviser, Dingxun
(Kevin) Shao, Vice President, Product Management & Development
of
the
Adviser,
and
Paul
Bartkowiak,
Associate
Vice
President,
Portfolio
Management
of
the
Adviser,
are
jointly
and
primarily
responsible
for
the
day-to-day management of the Fund and have served as portfolio managers since
the Fund’s inception.
Buying
and
Selling
Fund
Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased 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).
The
Fund generally issues and redeems shares at NAV
only
in large blocks of shares known as “Creation Units,” which only institutions or
large investors 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 that the Fund specifies
each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a
seller
is
willing
to
accept
for
Shares
(ask)
when
buying
or
selling
Shares
in
the
secondary
market
(the
“bid-ask
spread”).
Recent
information
about
the
Fund,
including
its net asset value, market price, premiums and discounts, and bid-ask spreads
is available on the Fund’s website at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-coin-monthly-etf.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged retirement account. Distributions may be taxable upon
withdrawal from tax-deferred accounts.
Payments
to
Broker-Dealers
and
Other
Financial
Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the
Adviser
and its related companies may pay the intermediary for activities related to the
marketing and promotion of the Fund. These payments may create a conflict of
interest by influencing the broker-dealer or other intermediary and your sales
person to recommend the Fund over another investment. Ask your sales person or
visit your financial intermediary’s website for more information.
Leverage
Shares
2x
Capped
Accelerated
MSTR
Monthly
ETF
Investment
Objective
The
Leverage
Shares
2x
Capped
Accelerated
MSTR
Monthly
ETF
(the
“Fund”)
is
an
exchange-traded
fund
(“ETF”)
that
seeks
to
provide
approximately
twice
(2x)
the positive share price return of MicroStrategy Incorporated (“MSTR” or the
“Underlying Stock”) up to an approximate upside limit, while seeking to
approximately track the negative share price return of the Underlying Stock,
over each full calendar month.
Fees
and
Expenses
of
the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund
Operating
Expenses
(expenses
that
you
pay
each
year
as
a
percentage
of
the
value
of
your
investment) |
|
Management
Fees |
0.75% |
|
Distribution
and/or
Service
(12b-1)
Fees |
None |
|
Other
Expenses |
0.03% |
|
Total
Annual
Fund
Operating
Expenses |
0.78% |
Example
The
following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they were to invest $10,000 in the Fund for the time periods indicated and
then redeem all of the Shares at the end of those periods.
This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same.
Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
|
|
|
|
|
|
|
|
|
|
|
| |
| 1
Year |
3
Years |
5
Years |
10
Years |
| $80 |
$249 |
$433 |
$966 |
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 Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
For the fiscal period August 12, 2025 (commencement of operations) through
October 31, 2025, the Fund’s portfolio turnover rate was 0% of the average value of its
portfolio.
Principal
Investment
Strategies
of
the
Fund
The
Fund seeks to provide certain pre-determined outcomes (the “Outcomes”) based on
the performance of the share price of MicroStrategy Incorporated (NASDAQ: MSTR)
(“MSTR” or the “Underlying Stock”) for investors who hold Fund shares over a
full calendar month (the “Outcome Period”). The Outcomes sought by the Fund
are:
●Approximately
twice
(2x)
the
share
price
return
of
the
Underlying
Stock
(the
“Accelerated
Return”),
up
to
an
approximate
upside
limit
(the
“Approximate Cap”), and
●Downside
performance
that
approximately
tracks
one
for
one
the
negative
share
price
return
of
the
Underlying
Stock.
The
Fund
does
not
provide
a
buffer, floor or other protection against losses.
The
Outcomes are intended to be realized only by investors who hold Fund shares at
the outset of the Outcome Period and continue to hold the shares through
the
end
of
the
Outcome
Period.
Specifically,
in
order
to
hold
Fund
shares
for
the
entirety
of
an
Outcome
Period,
an
investor
must
buy
or
continue
holding
shares
at the close on the last trading day of the prior Outcome Period and sell or
continue holding the shares at the close on the last trading day of the
current
Outcome
Period.
If
investors buy Fund shares after the start of the Outcome Period or sell Fund
shares before the Outcome Period concludes, they may experience returns that
differ significantly from the Outcomes. These include experiencing little or no
gains related to the
Accelerated
Return or the Underlying Stock and losses that are
greater
than
the
Underlying
Stock’s
losses.
The
Fund
does
not
provide
a
buffer,
floor
or
other
protection
against
losses.
If
the
Underlying
Stock’s
share
price
decreases in value over the duration of the Outcome Period, the Fund seeks to
provide Fund shareholders that hold Fund shares for the entire Outcome Period
with a return that matches the decrease in value experienced by the Underlying
Stock. The Outcomes may not be achieved, and investors may lose some or
all
of
their money.
The
Fund
will
be
offered
indefinitely
and
is
not
intended
to
terminate
after
one
or
more
Outcome
Periods.
The
Current
Outcome
Period
For
the current Outcome Period of February
1,
2026 and ending on
February
28, 2026, the Approximate
Cap
is
20.68%,
before
taking
into
account
any
fees
or
expenses
charged
to,
or
transaction
costs
incurred
by,
the
Fund.
When
the
Fund’s
annualized
management fee of 0.75% of its average daily net assets is taken into account,
the
Approximate
Cap for the current Outcome Period is reduced to 20.62%. The returns that the
Fund seeks to provide do not take into account expenses incurred by the Fund.
Please visit the Fund’s page on https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-mstr-monthly-etf
for
more
information
about
the
potential
outcomes
of
an
investment
in the Fund during the current Outcome Period, including the remaining
Approximate Cap.
The
Fund’s
Use
of
Options
The
Fund principally buys and sells customized options that reference the Underlying
Stock. The options in which the Fund transacts (typically, equity
exchange-traded options contracts) are referred to generally as Flexible
Exchange Options (“FLEX Options”).
The
Fund may transact in other exchange-traded options that reference the price
performance of the Underlying Stock.
An
options contract is an agreement between a buyer and seller that gives the
purchaser of the option the right but not the obligation to buy (in the case of
a call option) or sell (in the case of a put option) a particular financial
instrument at a specified future date for an agreed-upon price, commonly known
as the “strike price”. When the Fund buys a call option, it pays a premium and
receives the right, but not the obligation, to purchase shares of the Underlying
Stock or other reference
asset
at
a
strike
price
by
or
on
the
expiration
date.
If
the
Fund
buys
a
put
option,
it
pays
a
premium
and
receives
the
right,
but
not
the
obligation,
to
sell
shares of the Underlying Stock or other reference asset at a strike price by or
on the expiration date. When the Fund writes (sells) a call option, it receives
a premium and gives the purchaser of the option the right to purchase from the
Fund shares of the Underlying Stock or other reference asset at a strike price
by or on the expiration date.
When
the Fund writes (sells) a put option, it receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying
Stock or other reference asset at a strike price by or on expiration
date.
FLEX
Options provide the ability to customize key option contract terms such as
strike price, style and expiration date. The options in which the Fund invests
are European style, meaning they are exercisable at the strike price only on the
expiration date. The Fund typically trades options that expire at or around
the
end
of each Outcome Period. The options are guaranteed for settlement by the Options
Clearing Corporation (the “OCC”), a market clearinghouse that guarantees the
performance by counterparties to certain derivatives contracts. The OCC may make
adjustments to FLEX Options for certain significant
events.
As
an in-the-money option held by the Fund approaches its expiration date, its
value typically will increasingly move with the value of its reference asset,
such as the Underlying Stock. However, the value of the options may change
because of factors other than the value of the reference asset, including
interest rate changes, dividends, the actual and perceived volatility of the
reference asset, the remaining time until the options expire, limitations
established by options exchanges, and trading conditions in the options market,
among others. Due to these factors, the value of the options typically does not
increase or decrease at the same rate as the Underlying Stock’s share price on a
day-to-day basis. As a result, the Fund’s net asset value per share (“NAV”) may
not increase or decrease at the same rate as the Underlying Stock’s share
price.
Outcomes
Targeted
by
the
Fund
For
each Outcome Period, the Fund obtains exposure to the share price return of the
Underlying Stock by creating a synthetic long position in the Underlying
Stock
by
buying
a
call
option
and
selling
a
put
option,
each
with
a
strike
price
that
is
approximately
at-the-money
(“ATM”)
relative
to
the
Underlying
Stock
and
expiring
in
one
month
or
later,
that
references
the
price
performance
of
the
Underlying
Stock.
Alternatively,
the
Fund
may
choose
to
use
swaps
to
gain
exposure
to the share price return of the Underlying Stock. The
Accelerated
Return and
Approximate
Cap are typically created by trading a set of three call options, as described
below, at the close of the last trading day of the prior Outcome
Period.
Accelerated
Return. The
Fund creates the Accelerated Return by buying one ATM call with one month to
expiration (the “Accelerated Return Call”). This exposure to the Underlying
Stock, combined with the Fund’s investment in the synthetic long position in the
Underlying Stock, creates the approximately double upside return.
Approximate
Cap. The
Fund creates the
Approximate
Cap by selling two call options that are each equal to the notional value of
the
Accelerated
Return Call and the synthetic long position in the Underlying Stock. Each of
these call options have a higher, out-of-the-money strike price relative to the
Underlying Stock’s share price (the “Cap Options”). The Fund uses the premium
collected from selling the Cap Options to cover the premium that it pays to buy
the Accelerated
Return
Call.
The
Cap
Options’
higher
strike
price
prevents
the
Fund
from
realizing
the
benefit
of
any
increase
in
the
Underlying
Stock’s
share
price
above that strike price.
The
Approximate
Cap for an Outcome Period is approximately twice the upside return implied by
the strike price of the Cap Options for that Outcome Period. For example, if the
Fund sets the strike price of the sold Cap Options at approximately 5% above the
starting price of the Underlying Stock (e.g., 105% of its initial value), the
Approximate Cap for the Fund would be approximately 110% of the Fund’s initial
value. This reflects the Fund’s upside participation rate of approximately 2x
the potential appreciation of the Underlying Stock between 100% and 105%. Even
if the Underlying Stock appreciates beyond the higher-strike Cap
Options’
call
level of 105% of its initial value, the maximum return the Fund can achieve
during the Outcome Period would be approximately 10%.
The
Approximate
Cap for each Outcome Period is determined on the last trading day of the
preceding month. The strike price for the Cap Options depends on the market
conditions when the option is sold and likely will be different for each Outcome
Period, resulting in a different
Approximate
Cap for each Outcome Period. For example, the
Approximate
Cap for July will be set based on market conditions at the close of trading on
the last trading day in June. If the Shares
are
held for an entire Outcome Period, this structure seeks to allow for amplified
gains in moderately bullish markets, while exposing investors to 1x downside
losses.
The
Fund’s Accelerated Return and Approximate Cap (net of the management fee) for
the current Outcome Period, along with the Fund’s current position relative to
the Outcomes, is available and updated daily on the Fund’s page at http://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-mstr-monthly-etf.
On
the last trading day of each Outcome Period, the Fund will trade a new set of
options to create the synthetic long position in the Underlying Stock, the
Accelerated Return and
Approximate
Cap for the next Outcome Period. For example, on the last trading day of July,
the Fund would establish a new structure for August, and on the last trading day
of August, it would establish the structure for September. After the close of
business on the last trading day of the Outcome Period, the Fund will file a
prospectus supplement that discloses the Approximate Cap (gross and net of its
management fee) for the next Outcome Period.
On
a day-to-day basis, the Fund is expected to hold collateral for its derivative
positions. For this purpose, the Fund may invest in money market funds, deposit
accounts with institutions with high quality (investment grade) credit ratings,
and/or short-term debt instruments that have terms-to-maturity of less than 397
days and exhibit high quality (investment grade) credit profiles, including U.S.
government securities and repurchase agreements.
Outcome
Period
The
Outcomes for an Outcome Period apply only to Fund shares that are held over the
entire Outcome Period.
An
investor who purchases Fund shares after the beginning of an Outcome Period or
who sells Fund shares before the end of an Outcome Period may not fully realize
the Approximate Cap for the Outcome Period and may experience price returns that
are different from the Outcomes. This is because, while the Outcomes are fixed
levels that are calculated in
relation
to the Underlying Stock’s price and the Fund’s NAV
at
the start of that Outcome Period and generally remain constant throughout the
Outcome Period, an
investor
who
transacts
in
Fund
shares
during
the
Outcome
Period
will
likely
do
so
at
a
price
that
is
different
from
the
Fund’s
NAV
at
the
start
of
the
Outcome
Period.
For
example, if an investor purchases Fund shares during an Outcome Period at a time
when the Underlying Stock’s share price has increased from its price at the
beginning of the Outcome Period, the investor’s upside limit may be lower than
the
Approximate
Cap and the investor may experience losses that exceed
the
losses of the Underlying Stock for the remainder of the Outcome Period.
Conversely, if an investor purchases Fund shares during an Outcome Period at a
time
when
the
Underlying
Stock’s
share
price
has
decreased
from
its
price
at
the
beginning
of
the
Outcome
Period,
the
Fund
may
require
a
larger
increase
in
the
Underlying Stock’s share price before it reaches the Accelerated
Return.
Fund
and
Underlying
Stock
Performance
If
there are any inflows, or creation transactions, for the Fund during an Outcome
Period, the Fund will typically seek to trade the same set of options as
described above. This will occur even in circumstances where the Fund would
receive a negligible premium for selling the Cap Options, which may give up more
sizable returns to the extent that the option later becomes
in-the-money.
The
Fund’s
market
value
and
NAV
may
not
correlate
with
the
Underlying
Stock.
In
periods
of
extreme
market
volatility,
the
Fund’s
return
may
be
subject
to
an
upside limit significantly below the
Approximate
Cap and a downside that is significantly greater than the price return of the
Underlying Stock. Investors may lose their entire investment, and an investment
in the Fund is appropriate only for investors willing to bear those
losses.
Under
normal market conditions, the Fund invests at least 80% of its net assets (plus
any borrowings for investment purposes) in securities or other instruments
that
provide
exposure
to
MSTR.
The
Fund
will
consider
the
notional
value
of
its
options
positions
for
the
purpose
of
assessing
compliance
with
this
80%
Policy.
The
Underlying
Stock
MicroStrategy
Incorporated
MicroStrategy
Incorporated (“MicroStrategy Inc.”) engages in the provision of business
intelligence, mobility software and cloud-based services.
MicroStrategy
Inc. has two main strategies for its business operations. One is to acquire and
hold bitcoin, while the other is to grow its enterprise.
The
common stock of MicroStrategy Inc. (MSTR) is registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to
or filed with the Securities and Exchange Commission (“SEC”) by MicroStrategy
Inc. pursuant to the Exchange
Act
can be located by reference to the SEC file number
000-24435
through
the
SEC’s
website
at
www.sec.gov.
In
addition,
information
regarding
MSTR
may
be
obtained
from
other
sources
including,
but
not
limited to, press releases, newspaper articles and other publicly disseminated
documents.
This
prospectus relates only to the securities offered hereby and does not relate to
the shares of MSTR or other securities of MicroStrategy Inc. The Fund has
derived all disclosures contained in this document regarding MicroStrategy Inc.
from the publicly available documents. Neither the Fund, the
Trust,
the
Adviser
nor
any
affiliate
has
participated
in
the
preparation
of
such
documents.
Neither
the
Fund,
the
Trust,
the
Adviser
nor
any
of
their
respective affiliates makes any representation that such publicly available
documents or any other publicly available information regarding MicroStrategy
Inc. is accurate or complete. Furthermore, the Fund cannot give any assurance
that all events occurring prior to the date of the prospectus
(including
events
that
would
affect
the
accuracy
or
completeness
of
the
publicly
available
documents
described
above)
that
would
affect
the
trading price of MSTR have been publicly disclosed. Subsequent disclosure of any
such events or the disclosure of, or failure to disclose, material future events
concerning MicroStrategy Inc. could affect the value of the Fund’s investments
with respect to MSTR and therefore the value of the
Fund
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund. As a result of
its investment strategy, the Fund will be concentrated in the industry to which
MicroStrategy Inc. is assigned
(i.e.,
hold 25% or more of its total assets in investments that provide exposure to the
industry to which MicroStrategy Inc. is assigned). As of the date of this
prospectus, MicroStrategy Inc. is assigned to the computer software
industry.
Principal
Risks
of
Investing
in
the
Fund
The
Fund
has
characteristics
unlike
many
traditional
products
and
may
not
be
appropriate
for
all
investors.
You
can
lose
money
on
your
investment
in
the
Fund. The Fund is subject to the risks summarized
below. Some or all of these risks may adversely affect the Fund’s net asset
value per share (“NAV”), trading price, yield, total return and/or ability to
meet its objectives. For more information about the risks of investing in the
Fund, see the section in the Fund’s prospectus entitled “Additional Information
about the Principal Risks of Investing in the Funds.” Each risk summarized below
is considered a “principal risk” of investing in the Fund, regardless of the
order in which it appears.
Accelerated
Return Risk. There
can be no guarantee that the Fund will be successful in its strategy to provide
approximately twice the positive share price return, if any, of the Underlying
Stock over an Outcome Period, subject to an
Approximate
Cap. If an investor purchases Fund shares after the beginning of an Outcome
Period or does not stay invested in the Fund for the entirety of the Outcome
Period, the returns realized by the investor may not match those that the Fund
seeks to achieve. In addition, because the Fund is designed to achieve Outcomes
that change for each one month Outcome Period, the Outcomes that are achieved by
the Fund for a one month Outcome Period will be different than the Outcomes
achieved by the Fund over multiple Outcome Periods, or on an annualized basis.
Similarly, investors holding Shares over multiple Outcome Periods will
experience different investment results than holding a fund that has a longer
Outcome Period (e.g., three months or one year).
Approximate
Cap Risk. The
Fund’s strategy seeks to provide returns that are subject to an Approximate Cap,
whose level depends on prevailing market conditions (e.g., volatility, interest
rates, dividends, and other factors) at the time that the
Approximate
Cap is set. The
Approximate
Cap may rise or fall from one
Outcome
Period
to
the
next,
sometimes
to
a
significant
extent,
and
is
unlikely
to
remain
the
same
for
consecutive
Outcome
Periods.
If
the
Underlying
Stock
experiences gains in excess of the Approximate Cap for an Outcome Period, the
Fund will not participate in any gains beyond the Approximate Cap and will
underperform the Underlying Stock. In periods of extreme market volatility, the
Fund’s return may be significantly below the
Approximate
Cap.
Outcome
Period
Risk.
The
Approximate
Cap
for
an
Outcome
Period
applies
to
Fund
shares
held
over
the
entire
Outcome
Period.
If
an
investor
purchases
Fund
shares after an Outcome Period begins or sells Fund shares prior to the end of
an Outcome Period, the returns realized by the investor will not match those
that the Fund seeks to provide. Further, because the Fund is designed to produce
returns that are twice those of the price return of the Underlying Stock
(subject to the
Approximate
Cap) on the last day of the Outcome Period, if an investor sells Shares before
the end of an Outcome Period such investor may sell at a point where the Fund’s
performance does not exceed the performance of the Underlying Stock over the
Outcome Period, and therefore may sell at a point where the Fund has
underperformed the Underlying Stock. If the Outcome Period has begun and the
Fund has increased in value to a level near the Cap, an investor purchasing
Shares at that price has little or no ability to achieve gains relating to the
Underlying Stock or the Accelerated Return but remains vulnerable to downside
risks.
Issuer-Specific
(MicroStrategy Inc.) Investing Risk. Issuer-specific
attributes may cause an investment held by the Fund to be more volatile than the
market generally. The value of an individual security or particular type of
security may be more volatile than the market as a whole and may perform
differently from the value of the market as a whole. The market price of
MicroStrategy Inc.’s common stock may fluctuate widely in response to various
factors which include, but are not limited to: fluctuations in the price of
bitcoin, of which MicroStrategy Inc. has significant holdings; changes to
MicroStrategy Inc.’s bitcoin acquisition strategy; announcement of additional
capital raising transactions; regulatory, commercial and technical developments
related to bitcoin or the
Bitcoin
blockchain; quarterly variations in MicroStrategy Inc.’s results of operations
or those of its competitors; announcements about MicroStrategy Inc.’s earnings
that are not in line with analyst expectations; announcements by MicroStrategy
Inc. or its competitors of acquisitions, dispositions, new offerings,
significant contracts, commercial relationships, or capital commitments;
MicroStrategy Inc.’s ability to develop, market, and deliver new and
enhanced
offerings
on a timely basis; commencement of, or MicroStrategy Inc.’s involvement in,
litigation; recommendations by securities analysts or changes in
earnings
estimates
and
MicroStrategy
Inc.’s
ability
to
meet
those
estimates;
investor
perception
of
MSTR,
including
as
compared
to
investment
vehicles
that
are
designed to track the price of bitcoin, such as spot bitcoin exchange traded
products; announcements by MicroStrategy Inc.’s competitors of their earnings
that are not in line with analyst expectations; and general economic conditions
and slow or negative growth of related markets, including as a result of war,
terrorism, infectious diseases, natural disasters and other global events, and
government responses to such events.
The
stock
market
in
general,
and
the
market
for
technology
companies
in
particular,
has
experienced
extreme
price
and
volume
fluctuations
that
have
often
been
unrelated or disproportionate to the operating performance of those companies.
In particular, a large proportion of MSTR may be traded by short sellers which
may put pressure on the supply and demand for the common stock of MSTR, further
influencing volatility in its market price. Public perception and other factors
outside of the control of MicroStrategy Inc. may additionally impact MSTR’s
stock price due to MicroStrategy Inc. garnering a disproportionate degree of
public attention, regardless of actual operating performance. In addition, in
the past, following periods of volatility in the overall market and the market
price of a particular company’s securities, securities class action litigation
has often been instituted against companies such as these. Moreover, stockholder
litigation like this has been filed against MicroStrategy Inc. in the past.
While MicroStrategy Inc. continues to defend such actions, any judgment against
MicroStrategy Inc., or any future stockholder litigation could result in
substantial costs and a diversion of the management of MicroStrategy Inc.’s
attention and resources. If MSTR trading is halted, trading in Shares of the
Fund may be impacted, either temporarily or
indefinitely.
Indirect
Investment Risk. MicroStrategy
Inc. is not affiliated with the Trust, the
Adviser
or any affiliates thereof and is not involved with this offering in any way and
has no obligation to consider the Fund in taking any corporate actions that
might affect the value of the Fund.
The
Trust,
the Fund and any affiliate are not responsible for the performance of
MicroStrategy Inc. and make no representation as to the performance of MSTR.
Investing in the Fund is not equivalent
to
investing in MSTR. Fund shareholders will not have voting rights or rights to
receive dividends or other distributions or any other rights with respect to
MSTR.
Bitcoin
Risk. While
the Fund will not directly invest in digital assets, it will be subject to the
risks associated with Bitcoin by virtue of its investments in
options
contracts that reference MSTR. Investing in Bitcoin exposes investors (such as
MicroStrategy Inc. and, in turn, MicroStrategy Inc. shareholders) to significant
risks that are not typically present in other investments. These risks include
the uncertainty surrounding new technology, limited evaluation due to Bitcoin’s
short trading history, and the potential decline in adoption and value over the
long term. The extreme volatility of Bitcoin’s price is also a risk factor.
Regulatory uncertainties, such as potential government interventions and
conflicting regulations across jurisdictions, can impact the demand for Bitcoin
and restrict its usage. Additionally, risks associated with the sale of newly
mined Bitcoin, Bitcoin exchanges, competition from alternative digital assets,
mining operations, network modifications, and intellectual property claims pose
further challenges to Bitcoin-linked investments.
Concentration
Risk. The
Fund is concentrated in the industry to which MicroStrategy Inc. is assigned
(i.e., hold more than 25% of its total assets in investments that provide
exposure to the industry to which MicroStrategy Inc. is assigned).
A
portfolio
concentrated in a particular industry may present more risks than a portfolio
broadly diversified over several industries. As of the date of this prospectus,
MicroStrategy Inc. is assigned to the computer software industry.
Computer
Software Industry Risk. Computer
software companies can be significantly affected by competitive pressures,
aggressive pricing, technological developments, changing domestic demand, the
ability to attract and retain skilled employees and availability and price of
components. The market for products produced by computer software companies is
characterized by rapidly changing technology, rapid product obsolescence,
cyclical market patterns, evolving industry standards and frequent new product
introductions. The success of computer software companies depends in substantial
part on the timely and successful introduction of new products and the ability
to service such products. An unexpected change in one or more of the
technologies affecting an issuer’s products or in the market for products based
on a particular technology could have a material adverse effect on a
participant’s operating results. Many computer software companies rely on a
combination of patents, copyrights, trademarks and trade secret laws to
establish and protect their proprietary rights in their products and
technologies. There can be no assurance that the steps taken by computer
software companies to protect their proprietary rights will be adequate to
prevent misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or superior
to such companies’
technology.
Sector
Risk.
To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors.
Technology
Sector Risk. Market
or economic factors impacting technology companies and companies that rely
heavily on technological advances could have a major effect on the value of the
Fund’s investments.
The
value of stocks of 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. Technology companies are heavily dependent on
patent and intellectual property rights, the loss or impairment of which may
adversely affect profitability. Additionally, companies in the technology sector
may face dramatic and often unpredictable changes in growth rates and
competition for the services of qualified
personnel.
Derivatives
Risk.
The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other ordinary
investments, including risk related to the market, imperfect correlation with
underlying investments, higher price volatility, lack of availability,
counterparty risk, liquidity, valuation and legal restrictions. The use of
derivatives is a highly specialized activity that involves investment techniques
and risks different from those associated with ordinary portfolio securities
transactions. Derivatives, including the options used by the Fund, may create
investment leverage, which could result in greater price volatility than other
markets and losses that significantly exceed the Fund’s original investment. The
use of derivatives may result in larger losses or smaller gains than directly
investing in securities. When the Fund uses derivatives, there may be an
imperfect correlation between the value of the Underlying Stock and the
derivative, which may prevent the Fund from achieving its investment objective.
Because derivatives often require only a limited initial investment, the use of
derivatives may expose the Fund to losses in excess of those amounts initially
invested. In addition, the Fund’s investments in derivatives are subject to the
following risks:
Options
Contracts Risk. The
use of options contracts involves investment strategies and risks different from
those associated with ordinary portfolio securities transactions. The prices of
options are volatile and are influenced by, among other things, actual and
anticipated changes in the value of the underlying instrument, including the
anticipated volatility, which are affected by fiscal and monetary policies and
by national and international political, changes in the actual or implied
volatility or the reference asset, the time remaining until the expiration of
the option contract and economic events. For the Fund in particular, the values
of the options contracts in which it invests are substantially influenced by the
value of MSTR. The Fund may experience substantial downside from specific option
positions and certain option positions held by the Fund may expire
worthless.
There
may at times be an imperfect correlation between the movement in values of
options contracts and the underlying instrument, and there may at times not be a
liquid secondary market for certain options
contracts.
Written
Options Risk. While
the Fund will collect premiums on the options it writes, the Fund’s risk of loss
if one or more of its options is exercised and expires in-the-money may
substantially outweigh the gains to the Fund from the receipt of such option
premiums. When selling a put option, the premium received by the Fund may not be
enough to offset a loss incurred by the Fund if the price of the Underlying
Stock at expiration is below the strike price by an amount equal to or greater
than the premium. When selling a call option, the premium received by the Fund
may not be enough to offset a loss incurred by the Fund if the price of the
Underlying Stock at expiration is above the strike price by an amount equal to
or greater than the premium.
Purchased
Call Options Risk.
If a call option is not sold when it has remaining value and if the market price
of the Underlying Stock remains less than or equal to the exercise price, the
buyer will lose its entire investment in the call option. There is no assurance
that a liquid market will exist when the buyer seeks to close out any option
position.
FLEX
Options Risk. Due
to their customization and potentially unique terms, FLEX Options may be less
liquid than other securities, such as standard exchange listed
options.
The
FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a
less
liquid market for the FLEX Options, liquidating the FLEX Options may require the
payment of a premium (for written FLEX Options) or acceptance of a discounted
price (for purchased FLEX Options) and may take longer to complete.
A
less
liquid trading market may adversely impact the value of the FLEX Options and
Fund shares and result in the Fund being unable to achieve its investment
objective. Less liquidity in the trading of the Fund’s FLEX Options could have
an impact on the prices paid or received by the Fund for the FLEX Options in
connection with creations and redemptions of the Fund’s shares. Depending on the
nature of this impact to pricing, the Fund may be forced to pay more for
redemptions (or receive less for creations) than the price at which it currently
values the FLEX Options. Such overpayment or under collection could reduce the
Fund’s ability to achieve its investment objective.
Additionally,
in a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the
price.
Swap
Agreements
Risk.
The
use of swap transactions is a specialized activity involving investment
techniques and risks different from those associated with ordinary portfolio
securities transactions. The success of the Fund in using swap agreements
depends on the ability of the Adviser to structure
such
agreements in accordance with the Fund’s investment objective and to identify
appropriate and creditworthy counterparties. Additionally, any financing,
transaction, or other costs associated with the use of swap agreements may
reduce the Fund’s returns. The swap agreements in which the Fund may invest are
generally traded in the over-the-counter market, which typically provides less
transparency than exchange-traded derivatives. In a standard swap transaction,
two parties agree to exchange the return (or differentials in rates of return)
earned or realized on particular predetermined reference assets or underlying
securities or instruments. The gross return to be exchanged or “swapped” is
calculated based on a notional amount, typically representing the value of a
hypothetical investment in the underlying asset or basket of securities. If the
Underlying Security experiences a significant movement that results in a
material decline in the Fund’s net asset value, the terms of the swap agreement
may permit or require the counterparty to close out the position. In such a
case, the Fund may be unable to enter into another swap agreement or similar
derivatives contract to maintain its desired exposure.
This
may prevent the Fund from achieving its investment objective, even if the
Underlying Security later recovers all or part of its
decline.
Market
Risk.
Market
risk
is
the
risk
that
a
particular
security,
or
Shares
in
general,
may
fall
in
value,
or
fail
to
rise.
Securities
are
subject
to
market
fluctuations
caused by such factors as economic, political, regulatory or market
developments, changes in interest rates, and perceived trends in securities
prices. Shares could decline in value or underperform other investments. In
addition, local, regional, or global events such as war, acts of terrorism,
spread of infectious diseases or other public health issues, recessions, or
other events could have a significant negative impact on the Fund and its
investments. Such events may affect certain geographic regions, countries,
sectors, and industries more significantly than others. Such events could
adversely affect the prices and liquidity of the
Fund’s
portfolio
securities
or
other
instruments
and
could
result
in
disruptions
in
the
trading
markets.
During
any
such
events,
Shares
may
trade
at
increased
premiums or discounts to their net asset value and the bid/ask spread on Shares
may widen.
As
a result, an investor could lose money over short or long periods of
time.
Clearing
Member Default Risk. Transactions
in some types of derivatives, including the options bought and sold by the Fund,
are required to be centrally cleared (“cleared derivatives”). In a transaction
involving cleared derivatives, the Fund’s counterparty is a clearing house, such
as the OCC, rather than a bank
or
broker.
Since
the
Fund
is
not
a
member
of
clearing
houses
and
only
members
of
a
clearing
house
(“clearing
members”)
can
participate
directly
in
the
clearing
house, the Fund will hold cleared derivatives through accounts at clearing
members. In cleared derivatives positions, the Fund will make payments
(including margin payments) to and receive payments from a clearing house
through their accounts at clearing members. Customer funds held at a clearing
organization in connection with any options contracts are held in a commingled
omnibus account and are not identified to the name of the clearing member’s
individual customers.
As
a result, assets deposited by the Fund with any clearing member as margin for
options may, in certain circumstances, be used to satisfy losses of other
clients of the Fund’s clearing member. In addition, although clearing members
guarantee performance of their clients’ obligations to the Fund’s or the
Underlying Stock’s clearing house, there is a risk that the assets of the Fund
might not be fully protected in the event of the clearing member’s bankruptcy,
as the Fund would be limited to recovering only a pro rata share of all
available funds segregated on behalf of the clearing member’s customers for the
relevant account class. The Fund is also subject to the risk that a limited
number of clearing members are willing to transact on the Fund’s behalf, which
heightens the risks associated with a clearing member’s default. This risk is
greater for the Fund as it seeks to hold options contracts on a single security,
and not a broader range of options contracts, which may limit the number of
clearing members that are willing to transact on the Fund’s behalf. If a
clearing member defaults the Fund could lose some or all of the benefits of a
transaction entered into by the Fund with the clearing member. If the Fund
cannot find a clearing member to transact with on the Fund’s behalf, the Fund
may be unable to effectively implement its investment
strategy.
Counterparty
Risk. Derivatives
are subject to counterparty risk, which is the risk that the other party in the
transaction will be unable or unwilling to fulfill its contractual obligation,
and the related risks of having concentrated exposure to such a counterparty.
Counterparty risk may arise because of the counterparty’s financial condition,
market activities, or for other reasons. The Fund may be unable to recover its
investment from the counterparty or may obtain a limited and/or delayed
recovery.
The
OCC acts as guarantor and central counterparty with respect to the options held
by the Fund.
As
a result, the ability of the Fund to meet its objective depends on the OCC being
able to meet its obligations. In the event that the OCC becomes insolvent or is
otherwise unable to meet its clearing and settlement obligations, the Fund could
suffer significant losses.
Transaction
Cost Risk. The
Fund will pay transaction costs, such as commissions or mark-ups in the
bid/offer spread on an option position, when it writes options. Because the Fund
“turns over” its option positions every month, it will incur high levels of
transaction costs.
While
the turnover of the option positions sold by the Fund is not deemed “portfolio
turnover” for accounting purposes, the economic impact to the Fund is similar to
what could occur if the Fund experienced high portfolio turnover (e.g., in
excess of 100% per year). The Fund’s high levels of transaction costs may result
in higher taxes when Shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example
thereunder, may affect the Fund’s performance.
Active
Management Risk. The
Fund is actively-managed and may not meet its investment objective based on the
success or failure of the Adviser or the Fund’s portfolio managers to implement
investment strategies for the Fund. The success of the Fund’s investment program
depends largely on the investment techniques applied by the
Adviser
and portfolio managers and the skill of the
Adviser
and/or portfolio manager in evaluating the value and risks associated with the
Fund investment strategy. It is possible the investment techniques employed on
behalf of the Fund will not produce the desired
results.
Special
Tax
Risk.
The
Fund
intends
to
elect
and
to
qualify
each
year
to
be
treated
as
a
regulated
investment
company
(“RIC”)
under
Subchapter
M
of
the
Code.
As a RIC, the Fund will not be subject to U.S. federal income tax on the portion
of its net investment income and net capital gain that it distributes to
Shareholders, provided that it satisfies certain requirements of the Code. If
the Fund does not qualify as a RIC for any taxable year and certain relief
provisions are
not
available,
the
Fund’s
taxable
income
will
be
subject
to
tax
at
the
Fund
level
and
to
a
further
tax
at
the
shareholder
level
when
such
income
is
distributed.
To comply with the asset diversification test applicable to a RIC, the Fund will
attempt to ensure that the value of options on shares of a single issuer does
not exceed 25% of the Fund’s value at the close of any quarter. If the value of
options on shares of a single issuer were to exceed 25% of the Fund’s total
assets at the end of a tax quarter, the Fund, generally, has a grace period to
cure such lack of compliance. If the Fund fails to timely cure, it may no longer
be eligible to be treated as a RIC.
ETF
Risks.
The
Fund
is
an
ETF
and,
as
a
result
of
an
ETF’s
structure,
is
exposed
to
the
following
risks:
Authorized
Participants
(“APs”),
Market
Makers,
and
Liquidity
Providers
Concentration
Risk.
The
Fund
has
a
limited
number
of
financial
institutions
that may act as
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 of the Fund 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 of the Fund. Due
to the costs of buying or selling shares of the Fund, including brokerage
commissions imposed by brokers
and
bid/ask
spreads,
frequent
trading
of
shares
of
the
Fund
may
significantly
reduce
investment
results
and
an
investment
in
shares
of
the
Fund
may not be advisable for investors who anticipate regularly making small
investments.
Shares
of the Fund May Trade at Prices Other Than NAV. As
with all ETFs, shares of the Fund may be bought and sold in the secondary market
at market
prices.
The
price
of
shares
of
the
Fund,
like
the
price
of
all
traded
securities,
will
be
subject
to
factors
such
as
supply
and
demand,
as
well
as
the
current
value
of
the
Fund’s
portfolio
holdings.
Although
it
is
expected
that
the
market
price
of
the
shares
of
the
Fund
will
approximate
the
Fund’s
NAV,
there may be times when the market price of the shares is more than the
NAV
intra-day
(premium) or less than the NAV
intra-day
(discount).
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 of the Fund are listed for trading on a national securities exchange,
Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that shares of the Fund will
trade with any volume, or at all, on any stock exchange
or
that
the
requirements
of
the
Exchange
or
any
exchange
necessary
to
maintain
the
listing
of
the
Fund
will
continue
to
be
met
or
will
remain
unchanged. An exchange or market may close early, close late or issue trading
halts on specific securities or financial instruments. As a result, the ability
to trade certain securities or financial instruments may be restricted, which
may disrupt the Fund’s creation and redemption process, potentially affect the
price at which the Fund’s shares trade in the secondary market, and/or result in
the Fund being unable to trade certain securities or financial instruments at
all. In these circumstances, the Fund may be unable to execute its options
strategy, may be unable to accurately price its investments and/or may incur
substantial trading losses. This risk may be greater for the Fund as it seeks to
have exposure to a single index as opposed to a more diverse portfolio like a
traditional pooled investment. If trading in the Fund’s shares are halted,
investors may be temporarily unable to trade shares of the Fund. In stressed
market conditions, the liquidity of shares of the Fund may begin to mirror the
liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than shares of the Fund, and this could lead to
differences between the market price of the shares of the Fund and the
underlying value of those shares. In the event of an unscheduled market close
for options contracts that reference a single stock, such as the Index’s
securities being halted or a market wide closure, settlement prices will be
determined by the procedures of the listing exchange of the options
contracts.
As
a
result,
the
Fund
could
be
adversely
affected
and
be
unable
to
implement
its
investment
strategies
in
the
event
of
an
unscheduled
closing.
Cybersecurity
Risk. Failures
or breaches of the electronic systems of the Fund and/or the Fund’s service
providers, including the Adviser, market makers, Authorized Participants or the
issuers of securities in which the Fund invests, have the ability to cause
disruptions, negatively impact the Fund’s business operations and/or potentially
result in financial losses to the Fund and its shareholders. While the Fund has
established business continuity plans and risk management systems seeking to
address system breaches or failures, there are inherent limitations in such
plans and systems. Furthermore, the Fund cannot control the cybersecurity plans
and systems of the
Adviser,
other service providers, market makers,
Authorized
Participants or issuers of securities in which the Fund
invests.
Liquidity
Risk. The
Fund’s investments are subject to liquidity risk, which exists when an
investment is or becomes difficult or impossible to purchase or sell
at
an advantageous time and price. If a transaction is particularly large or if the
relevant market is or becomes illiquid, it may not be possible to initiate a
transaction or liquidate a position, which may cause the Fund to suffer
significant losses and difficulties in meeting redemptions. Liquidity risk may
be the
result
of, among other things, market turmoil, the reduced number and capacity of
traditional market participants, or the lack of an active trading market.
Markets
for
securities
or
financial
instruments
could
be
disrupted
by
a
number
of
events,
including,
but
not
limited
to,
an
economic
crisis,
natural
disasters,
new
legislation or regulatory changes inside or outside the U.S. Liquid investments
may become less liquid after being purchased by the Fund, particularly during
periods of market stress. In addition, if a number of securities held by the
Fund stop trading, it may have a cascading effect and cause the Fund to halt
trading. Volatility
in
market
prices
will
increase
the
risk
of
the
Fund
being
subject
to
a
trading
halt.
Illiquid
securities
may
be
difficult
to
value,
especially
in
changing
or
volatile
markets.
If
the
Fund
is
forced
to
sell
an
illiquid
security
at
an
unfavorable
time
or
price,
the
Fund
may
be
adversely
impacted.
There
is
no
assurance
that
a security that is deemed liquid when purchased will continue to be
liquid.
Money
Market Instrument Risk. The
Fund may use a variety of money market instruments for cash management purposes,
including money market funds, depositary accounts and repurchase agreements.
Money market funds may be subject to credit risk with respect to the debt
instruments in which they invest. Depository accounts may be subject to credit
risk with respect to the financial institution in which the depository account
is held. Repurchase agreements may be subject to market and credit risk related
to the collateral securing the repurchase agreement. Money market instruments
may lose money.
New
Fund Risk. The
Fund is new with no operating history. As a result, there can be no assurance
that the Fund will grow to or maintain an economically viable size, as a result
of which it could ultimately liquidate. The Fund’s distributor does not maintain
a secondary market in Fund shares.
Non-Diversification
Risk.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or
a
smaller
number
of
issuers
than
if
it
were
a
diversified
fund.
As
a
result,
the
Fund
may
be
more
exposed
to
the
risks
associated
with
and
developments
affecting
an individual issuer or a smaller number of issuers than a fund that invests
more widely.
This
may increase the Fund’s volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on the Fund’s
performance.
Operational
Risk. The
Fund is exposed to operational risks arising from a number of 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 and
the Adviser seek to reduce these operational risks through controls and
procedures. However, these measures do not address every possible risk and may
be inadequate to address significant operational
risks.
Valuation
Risk.
Independent
market
quotations
for
certain
investments
held
by
the
Fund
may
not
be
readily
available,
and
such
investments
may
be
fair
valued
or valued by a pricing service at an evaluated price. These valuations involve
subjectivity and different market participants may assign different prices to
the same investment.
As
a result, there is a risk that the Fund may not be able to sell an investment at
the price assigned to the investment by the Fund. In addition, the securities in
which the Fund invests may trade on days that the Fund does not price its
shares; as a result, the value of Fund shares may change on days
when
investors cannot purchase or sell their Fund
holdings.
Fund
Performance
Performance
information for the Fund is not included because the Fund did not have a full
calendar year of performance prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section.
When provided,
the information will provide some indication of the risks of investing in the
Fund by showing changes in the Fund’s performance from year to year and how the
Fund’s average annual returns compare with a broad measure of market
performance. The Fund’s past performance
(before and after taxes) is not necessarily an indication of how the Fund will
perform in the future. Updated performance
information
will
be
available
on
the
Fund’s
website
at
https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-mstr-monthly-etf
or by calling the Fund toll-free at 1-866-5Themes (1-866-584-3637).
Management
Investment
Adviser
Themes
Management
Company,
LLC
(the
“Adviser”)
serves
as
investment
adviser
to
the
Fund.
Portfolio
Managers
Calvin
Tsang, CFA, Head of Product Management & Development of the Adviser, Dingxun
(Kevin) Shao, Vice President, Product Management & Development
of
the
Adviser,
and
Paul
Bartkowiak,
Associate
Vice
President,
Portfolio
Management
of
the
Adviser,
are
jointly
and
primarily
responsible
for
the
day-to-day management of the Fund and have served as portfolio managers since
the Fund’s inception.
Buying
and
Selling
Fund
Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased 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).
The
Fund generally issues and redeems shares at NAV
only
in large blocks of shares known as “Creation Units,” which only institutions or
large investors 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 that the Fund specifies
each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a
seller
is
willing
to
accept
for
Shares
(ask)
when
buying
or
selling
Shares
in
the
secondary
market
(the
“bid-ask
spread”).
Recent
information
about
the
Fund,
including
its net asset value, market price, premiums and discounts, and bid-ask spreads
is available on the Fund’s website at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-mstr-monthly-etf.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged retirement account. Distributions may be taxable upon
withdrawal from tax-deferred accounts.
Payments
to
Broker-Dealers
and
Other
Financial
Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the
Adviser
and its related companies may pay the intermediary for activities related to the
marketing and promotion of the Fund. These payments may create a conflict of
interest by influencing the broker-dealer or other intermediary and your sales
person to recommend the Fund over another investment. Ask your sales person or
visit your financial intermediary’s website for more information.
Leverage
Shares
2x
Capped
Accelerated
NVDA
Monthly
ETF
Investment
Objective
The
Leverage
Shares
2x
Capped
Accelerated
NVDA
Monthly
ETF
(the
“Fund”)
is
an
exchange-traded
fund
(“ETF”)
that
seeks
to
provide
approximately
twice
(2x)
the positive share price return of NVIDIA Corporation (“NVDA” or the “Underlying
Stock”) up to an approximate upside limit, while seeking to approximately track
the negative share price return of the Underlying Stock, over each full calendar
month.
Fees
and
Expenses
of
the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund
Operating
Expenses
(expenses
that
you
pay
each
year
as
a
percentage
of
the
value
of
your
investment) |
|
Management
Fees |
0.75% |
|
Distribution
and/or
Service
(12b-1)
Fees |
None |
|
Other
Expenses |
0.02% |
|
Total
Annual
Fund
Operating
Expenses |
0.77% |
Example
The
following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they were to invest $10,000 in the Fund for the time periods indicated and
then redeem all of the Shares at the end of those periods.
This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same.
Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
|
|
|
|
|
|
|
|
|
|
|
| |
| 1
Year |
3
Years |
5
Years |
10
Years |
| $79 |
$246 |
$428 |
$954 |
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 Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
For the fiscal period August 12, 2025 (commencement of operations) through
October 31, 2025, the Fund’s portfolio turnover rate was 0% of the average value of its
portfolio.
Principal
Investment
Strategies
of
the
Fund
The
Fund
seeks
to
provide
certain
pre-determined
outcomes
(the
“Outcomes”)
based
on
the
performance
of
the
share
price
of
NVIDIA
Corporation
(NASDAQ:
NVDA)
(“NVDA”
or
the
“Underlying
Stock”)
for
investors
who
hold
Fund
shares
over
a
full
calendar
month
(the
“Outcome
Period”).
The
Outcomes
sought
by
the Fund are:
●Approximately
twice
(2x)
the
share
price
return
of
the
Underlying
Stock
(the
“Accelerated
Return”),
up
to
an
approximate
upside
limit
(the
“Approximate Cap”), and
●Downside
performance
that
approximately
tracks
one
for
one
the
negative
share
price
return
of
the
Underlying
Stock.
The
Fund
does
not
provide
a
buffer, floor or other protection against losses.
The
Outcomes are intended to be realized only by investors who hold Fund shares at
the outset of the Outcome Period and continue to hold the shares through
the
end
of
the
Outcome
Period.
Specifically,
in
order
to
hold
Fund
shares
for
the
entirety
of
an
Outcome
Period,
an
investor
must
buy
or
continue
holding
shares
at the close on the last trading day of the prior Outcome Period and sell or
continue holding the shares at the close on the last trading day of the
current
Outcome
Period.
If
investors buy Fund shares after the start of the Outcome Period or sell Fund
shares before the Outcome Period concludes, they may experience returns that
differ significantly from the Outcomes. These include experiencing little or no
gains related to the
Accelerated
Return or the Underlying Stock and losses that are
greater
than
the
Underlying
Stock’s
losses.
The
Fund
does
not
provide
a
buffer,
floor
or
other
protection
against
losses.
If
the
Underlying
Stock’s
share
price
decreases in value over the duration of the Outcome Period, the Fund seeks to
provide Fund shareholders that hold Fund shares for the entire Outcome Period
with a return that matches the decrease in value experienced by the Underlying
Stock. The Outcomes may not be achieved, and investors may lose some or
all
of
their money.
The
Fund
will
be
offered
indefinitely
and
is
not
intended
to
terminate
after
one
or
more
Outcome
Periods.
The
Current
Outcome
Period
For
the current Outcome Period of February
1,
2026 and ending on
February
28, 2026, the Approximate
Cap
is
10.84%,
before
taking
into
account
any
fees
or
expenses
charged
to,
or
transaction
costs
incurred
by,
the
Fund.
When
the
Fund’s
annualized
management fee of 0.75% of its average daily net assets is taken into account,
the
Approximate
Cap for the current Outcome Period is reduced to 10.78%. The returns that the
Fund seeks to provide do not take into account expenses incurred by the Fund.
Please visit the Fund’s page at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-nvda-monthly-etf
for
more
information
about
the
potential
outcomes
of
an
investment
in the Fund during the current Outcome Period, including the remaining
Approximate Cap.
The
Fund’s
Use
of
Options
The
Fund principally buys and sells customized options that reference the Underlying
Stock. The options in which the Fund transacts (typically, equity
exchange-traded options contracts) are referred to generally as Flexible
Exchange Options (“FLEX Options”).
The
Fund may transact in other exchange-traded options that reference the price
performance of the Underlying Stock.
An
options contract is an agreement between a buyer and seller that gives the
purchaser of the option the right but not the obligation to buy (in the case of
a call option) or sell (in the case of a put option) a particular financial
instrument at a specified future date for an agreed-upon price, commonly known
as the “strike price”. When the Fund buys a call option, it pays a premium and
receives the right, but not the obligation, to purchase shares of the Underlying
Stock or other reference
asset
at
a
strike
price
by
or
on
the
expiration
date.
If
the
Fund
buys
a
put
option,
it
pays
a
premium
and
receives
the
right,
but
not
the
obligation,
to
sell
shares of the Underlying Stock or other reference asset at a strike price by or
on the expiration date. When the Fund writes (sells) a call option, it receives
a premium and gives the purchaser of the option the right to purchase from the
Fund shares of the Underlying Stock or other reference asset at a strike price
by or on the expiration date.
When
the Fund writes (sells) a put option, it receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying
Stock or other reference asset at a strike price by or on expiration
date.
FLEX
Options provide the ability to customize key option contract terms such as
strike price, style and expiration date. The options in which the Fund invests
are European style, meaning they are exercisable at the strike price only on the
expiration date. The Fund typically trades options that expire at or around
the
end
of each Outcome Period. The options are guaranteed for settlement by the Options
Clearing Corporation (the “OCC”), a market clearinghouse that guarantees the
performance by counterparties to certain derivatives contracts. The OCC may make
adjustments to FLEX Options for certain significant
events.
As
an in-the-money option held by the Fund approaches its expiration date, its
value typically will increasingly move with the value of its reference asset,
such as the Underlying Stock. However, the value of the options may change
because of factors other than the value of the reference asset, including
interest rate changes, dividends, the actual and perceived volatility of the
reference asset, the remaining time until the options expire, limitations
established by options exchanges, and trading conditions in the options market,
among others. Due to these factors, the value of the options typically does not
increase or decrease at the same rate as the Underlying Stock’s share price on a
day-to-day basis. As a result, the Fund’s net asset value per share (“NAV”) may
not increase or decrease at the same rate as the Underlying Stock’s share
price.
Outcomes
Targeted
by
the
Fund
For
each Outcome Period, the Fund obtains exposure to the share price return of the
Underlying Stock by creating a synthetic long position in the Underlying
Stock
by
buying
a
call
option
and
selling
a
put
option,
each
with
a
strike
price
that
is
approximately
at-the-money
(“ATM”)
relative
to
the
Underlying
Stock
and
expiring
in
one
month
or
later,
that
references
the
price
performance
of
the
Underlying
Stock.
Alternatively,
the
Fund
may
choose
to
use
swaps
to
gain
exposure
to the share price return of the Underlying Stock. The
Accelerated
Return and
Approximate
Cap are typically created by trading a set of three call options, as described
below, at the close of the last trading day of the prior Outcome
Period.
Accelerated
Return. The
Fund creates the Accelerated Return by buying one ATM call with one month to
expiration (the “Accelerated Return Call”). This exposure to the Underlying
Stock, combined with the Fund’s investment in the synthetic long position in the
Underlying Stock, creates the approximately double upside return.
Approximate
Cap. The
Fund creates the
Approximate
Cap by selling two call options that are each equal to the notional value of
the
Accelerated
Return Call and the synthetic long position in the Underlying Stock. Each of
these call options have a higher, out-of-the-money strike price relative to the
Underlying Stock’s share price (the “Cap Options”). The Fund uses the premium
collected from selling the Cap Options to cover the premium that it pays to buy
the Accelerated
Return
Call.
The
Cap
Options’
higher
strike
price
prevents
the
Fund
from
realizing
the
benefit
of
any
increase
in
the
Underlying
Stock’s
share
price
above that strike price.
The
Approximate
Cap for an Outcome Period is approximately twice the upside return implied by
the strike price of the Cap Options for that Outcome Period. For example, if the
Fund sets the strike price of the sold Cap Options at approximately 5% above the
starting price of the Underlying Stock (e.g., 105% of its initial value), the
Approximate Cap for the Fund would be approximately 110% of the Fund’s initial
value. This reflects the Fund’s upside participation rate of approximately 2x
the potential appreciation of the Underlying Stock between 100% and 105%. Even
if the Underlying Stock appreciates beyond the higher-strike Cap
Options’
call
level of 105% of its initial value, the maximum return the Fund can achieve
during the Outcome Period would be approximately 10%.
The
Approximate
Cap for each Outcome Period is determined on the last trading day of the
preceding month. The strike price for the Cap Options depends on the market
conditions when the option is sold and likely will be different for each Outcome
Period, resulting in a different
Approximate
Cap for each Outcome Period. For example, the
Approximate
Cap for July will be set based on market conditions at the close of trading on
the last trading day in June. If the Shares
are
held for an entire Outcome Period, this structure seeks to allow for amplified
gains in moderately bullish markets, while exposing investors to 1x downside
losses.
The
Fund’s Accelerated Return and Approximate Cap (net of the management fee) for
the current Outcome Period, along with the Fund’s current position relative to
the Outcomes, is available and updated daily on the Fund’s page at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-nvda-monthly-etf.
On
the last trading day of each Outcome Period, the Fund will trade a new set of
options to create the synthetic long position in the Underlying Stock, the
Accelerated Return and
Approximate
Cap for the next Outcome Period. For example, on the last trading day of July,
the Fund would establish a new structure for August, and on the last trading day
of August, it would establish the structure for September. After the close of
business on the last trading day of the Outcome Period, the Fund will file a
prospectus supplement that discloses the Approximate Cap (gross and net of its
management fee) for the next Outcome Period.
On
a day-to-day basis, the Fund is expected to hold collateral for its derivative
positions. For this purpose, the Fund may invest in money market funds, deposit
accounts with institutions with high quality (investment grade) credit ratings,
and/or short-term debt instruments that have terms-to-maturity of less than 397
days and exhibit high quality (investment grade) credit profiles, including U.S.
government securities and repurchase agreements.
Outcome
Period
The
Outcomes for an Outcome Period apply only to Fund shares that are held over the
entire Outcome Period.
An
investor who purchases Fund shares after the beginning of an Outcome Period or
who sells Fund shares before the end of an Outcome Period may not fully realize
the Approximate Cap for the Outcome Period and may experience price returns that
are different from the Outcomes. This is because, while the Outcomes are fixed
levels that are calculated in
relation
to the Underlying Stock’s price and the Fund’s NAV
at
the start of that Outcome Period and generally remain constant throughout the
Outcome Period, an
investor
who
transacts
in
Fund
shares
during
the
Outcome
Period
will
likely
do
so
at
a
price
that
is
different
from
the
Fund’s
NAV
at
the
start
of
the
Outcome
Period.
For
example, if an investor purchases Fund shares during an Outcome Period at a time
when the Underlying Stock’s share price has increased from its price at the
beginning of the Outcome Period, the investor’s upside limit may be lower than
the
Approximate
Cap and the investor may experience losses that exceed
the
losses of the Underlying Stock for the remainder of the Outcome Period.
Conversely, if an investor purchases Fund shares during an Outcome Period at a
time
when
the
Underlying
Stock’s
share
price
has
decreased
from
its
price
at
the
beginning
of
the
Outcome
Period,
the
Fund
may
require
a
larger
increase
in
the
Underlying Stock’s share price before it reaches the Accelerated
Return.
Fund
and
Underlying
Stock
Performance
If
there are any inflows, or creation transactions, for the Fund during an Outcome
Period, the Fund will typically seek to trade the same set of options as
described above. This will occur even in circumstances where the Fund would
receive a negligible premium for selling the Cap Options, which may give up more
sizable returns to the extent that the option later becomes
in-the-money.
The
Fund’s
market
value
and
NAV
may
not
correlate
with
the
Underlying
Stock.
In
periods
of
extreme
market
volatility,
the
Fund’s
return
may
be
subject
to
an
upside limit significantly below the
Approximate
Cap and a downside that is significantly greater than the price return of the
Underlying Stock. Investors may lose their entire investment, and an investment
in the Fund is appropriate only for investors willing to bear those
losses.
Under
normal market conditions, the Fund invests at least 80% of its net assets (plus
any borrowings for investment purposes) in securities or other instruments that
provide exposure to NVDA. The Fund will consider the notional value of its
options positions for the purpose of assessing compliance with this
80%
Policy.
The
Underlying
Stock
NVIDIA
Corporation
NVIDIA
Corporation (“NVIDIA Corp.”) is a computing platform company. NVIDIA designs and
develops graphics processing units (GPUs), central processing units (CPUs),
networking solutions, and related software and systems for use in accelerated
computing. Nvidia Corporation’s platforms are used to power applications in
artificial intelligence, data center computing, gaming, professional
visualization, and autonomous vehicles. Nvidia Corporation pioneered accelerated
computing to address complex computational workloads, and its graphics
processing unit-accelerated platforms have become foundational to modern
artificial intelligence, including deep learning and data analytics. The common
stock of NVIDIA Corp. (NVDA) is registered under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Information provided to or filed with the
Securities and Exchange Commission (“SEC”) by NVIDIA Corp. pursuant to the
Exchange Act can be located by reference to the SEC file number 0-23985 through
the SEC’s website at www.sec.gov. In addition, information regarding NVDA may be
obtained from other sources including, but not limited to, press releases,
newspaper articles and other publicly disseminated documents.
This
prospectus relates only to the securities offered hereby and does not relate to
the shares of NVDA
or
other securities of NVIDIA
Corp.
The Fund has derived all disclosures contained in this document regarding
NVIDIA
Corp.
from the publicly available documents. Neither the Fund, the Trust,
the
Adviser
nor
any
affiliate
has
participated
in
the
preparation
of
such
documents.
Neither
the
Fund,
the
Trust,
the
Adviser
nor
any
of
their
respective
affiliates makes any representation that such publicly available documents or
any other publicly available information regarding NVIDIA Corp. is accurate
or
complete.
Furthermore, the Fund cannot give any assurance that all events occurring
prior
to
the date of the prospectus (including events that
would
affect
the
accuracy
or
completeness
of
the
publicly
available
documents
described
above)
that
would
affect
the
trading
price
of
NVDA
have
been
publicly
disclosed.
Subsequent
disclosure
of
any
such
events
or
the
disclosure
of,
or
failure
to
disclose,
material
future
events
concerning
NVIDIA
Corp. could affect the value of the Fund’s investments with respect to
NVDA
and
therefore the value of the Fund.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than if it were a diversified fund.
As
a result of its investment strategy, the Fund will be concentrated in the
industry to which NVIDIA
Corp.
is assigned (i.e.,
hold 25% or more of its total assets in investments that provide exposure to the
industry to which NVIDIA
Corp.
is assigned).
As
of the date of this prospectus, NVIDIA Corp. is assigned to semiconductors
industry.
Principal
Risks
of
Investing
in
the
Fund
The
Fund
has
characteristics
unlike
many
traditional
products
and
may
not
be
appropriate
for
all
investors.
You
can
lose
money
on
your
investment
in
the
Fund. The Fund is subject to the risks summarized
below. Some or all of these risks may adversely affect the Fund’s net asset
value per share (“NAV”), trading price, yield, total return and/or ability to
meet its objectives. For more information about the risks of investing in the
Fund, see the section in the Fund’s prospectus entitled “Additional Information
about the Principal Risks of Investing in the Funds.” Each risk summarized below
is considered a “principal risk” of investing in the Fund, regardless of the
order in which it appears.
Accelerated
Return Risk. There
can be no guarantee that the Fund will be successful in its strategy to provide
approximately twice the positive share price return, if any, of the Underlying
Stock over an Outcome Period, subject to an
Approximate
Cap. If an investor purchases Fund shares after the beginning of an Outcome
Period or does not stay invested in the Fund for the entirety of the Outcome
Period, the returns realized by the investor may not match those that the Fund
seeks to achieve. In addition, because the Fund is designed to achieve Outcomes
that change for each one month Outcome Period, the Outcomes that are achieved by
the Fund for a one month Outcome Period will be different than the Outcomes
achieved by the Fund over multiple Outcome Periods, or on an annualized basis.
Similarly, investors holding Shares over multiple Outcome Periods will
experience different investment results than holding a fund that has a longer
Outcome Period (e.g., three months or one year).
Approximate
Cap Risk. The
Fund’s strategy seeks to provide returns that are subject to an Approximate Cap,
whose level depends on prevailing market conditions (e.g., volatility, interest
rates, dividends, and other factors) at the time that the
Approximate
Cap is set. The
Approximate
Cap may rise or fall from one
Outcome
Period
to
the
next,
sometimes
to
a
significant
extent,
and
is
unlikely
to
remain
the
same
for
consecutive
Outcome
Periods.
If
the
Underl1ying
Stock
experiences gains in excess of the Approximate Cap for an Outcome Period, the
Fund will not participate in any gains beyond the Approximate Cap and will
underperform the Underlying Stock. In periods of extreme market volatility, the
Fund’s return may be significantly below the
Approximate
Cap.
Outcome
Period
Risk.
The
Approximate
Cap
for
an
Outcome
Period
applies
to
Fund
shares
held
over
the
entire
Outcome
Period.
If
an
investor
purchases
Fund
shares after an Outcome Period begins or sells Fund shares prior to the end of
an Outcome Period, the returns realized by the investor will not match those
that the Fund seeks to provide. Further, because the Fund is designed to produce
returns that are twice those of the price return of the Underlying Stock
(subject to the
Approximate
Cap) on the last day of the Outcome Period, if an investor sells Shares before
the end of an Outcome Period such investor may sell at a point where the Fund’s
performance does not exceed the performance of the Underlying Stock over the
Outcome Period, and therefore may sell at a point where the Fund has
underperformed the Underlying Stock. If the Outcome Period has begun and the
Fund has increased in value to a level near the Cap, an investor purchasing
Shares at that price has little or no ability to achieve gains relating to the
Underlying Stock or the Accelerated Return but remains vulnerable to downside
risks.
Issuer-Specific
(NVIDIA Corp.) Investing Risk.
Issuer-specific
attributes
may
cause
an
investment
held
by
the
Fund
to
be
more
volatile
than
the
market
generally.
The
value
of
an individual security or particular type of security may be more volatile than
the market as a whole and may perform differently from the value of the
market
as
a whole.
As of the date of this prospectus, in addition to the risks associated with
operating companies and companies in the semiconductors and semiconductor
equipment industry, Nvidia Corporation faces risks that include, but are not
limited to: its ability to meet the evolving demands of its end markets,
including gaming, data center, professional visualization and automotive;
intense competition; changes in customer demand; supply chain disruptions,
manufacturing delays and capacity constraints; potential mismatches between
supply and demand resulting in product shortages or excess inventory; dependence
on third-party manufacturers and suppliers to fabricate, assemble, test and
package its products, which limits control over production schedules, yields and
quality; product defects; international sales and operations, including adverse
economic conditions, geopolitical developments and trade restrictions; U.S.
export controls and other government regulations that limit or restrict sales to
certain countries or customers; impacts of climate change, including energy and
water availability; risks related to business investments and acquisitions;
revenue concentration among a limited number of customers, partners and
distributors; ability to attract and retain key personnel; cybersecurity and
data protection incidents; business disruptions and failures of information
systems; fluctuations in operating results; increased scrutiny related to
environmental, social and governance matters; risks associated with the
development, deployment and regulation of AI; intellectual property protection;
evolving data privacy, security, tax and other regulatory requirements; and
other legal and compliance risks. Any of these risks could materially and
adversely affect the company’s business, financial condition, results of
operations, and prospects.
Indirect
Investment Risk. Nvidia
Corporation is not affiliated with the
Trust,
the
Adviser
or any affiliates thereof and is not involved with this offering in any way and
has no obligation to consider the Fund in taking any corporate actions that
might affect the value of the Fund.
The
Trust,
the Fund and any affiliate are not responsible for the performance of
NVIDIA
Corp.
and make no representation as to the performance of NVDA. Investing in the Fund
is not equivalent to investing
in
NVDA.
Fund
shareholders
will
not
have
voting
rights
or
rights
to
receive
dividends
or
other
distributions
or
any
other
rights
with
respect
to
NVDA.
Artificial
Intelligence Risk.
NVIDIA
Corp. derives a substantial portion of its business from providing graphics
processing units (GPUs) and software platforms for AI workloads. Companies
engaged in AI and big data typically face intense competition and potentially
rapid product obsolescence. These companies are also heavily dependent on
intellectual property rights and may be adversely affected by loss or impairment
of those rights. There can be no assurance these companies will be able to
successfully protect their intellectual property to prevent the misappropriation
of their technology, or that competitors will not develop technology that is
substantially similar or superior to such companies’ technology. AI and big data
companies typically engage in significant amounts of spending on research and
development, as well as mergers and acquisitions, and there is no guarantee that
the products or services produced by these companies will be successful. AI and
big data companies are potential targets for cyberattacks, which can have a
materially adverse impact on the performance of these companies. In addition, AI
technology could face increasing regulatory scrutiny in the future, which may
limit the development of this technology and impede the growth of companies that
develop and/or utilize this technology. Similarly, the collection of data from
consumers and other sources could face increased scrutiny as regulators consider
how the data is collected, stored, safeguarded and used. AI and big data
companies may face regulatory fines and penalties, including potential forced
break-ups, that could hinder the ability of the companies to operate on an
ongoing basis. The customers and/or suppliers of AI and big data companies may
be concentrated in a particular country, region or industry. Any adverse event
affecting one of these countries, regions or industries could have a negative
impact on AI and big data companies. Country, government, and/or region-specific
regulations or restrictions could have an impact on AI and big data
companies.
Sector
Risk.
To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors.
Technology
Sector Risk.
Market
or economic factors impacting technology companies and companies that rely
heavily on technological advances could have a major effect on the value of the
Fund’s investments.
The
value of stocks of 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. Technology companies are heavily dependent on
patent and intellectual property rights, the loss or impairment of which may
adversely affect profitability. Additionally, companies in the technology sector
may face dramatic and often unpredictable changes in growth rates and
competition for the services of qualified
personnel.
Concentration
Risk. The
Fund is concentrated in the industry to which NVIDIA Corp. is assigned
(i.e.,
hold more than 25% of its total assets in investments that provide exposure to
the industry to which Nvidia Corporation is assigned).
A
portfolio
concentrated in a particular industry may present more risks than a portfolio
broadly diversified over several industries.
As
of the date of this prospectus, NVIDIA
Corp.
is assigned to the semiconductor industry.
Semiconductor
Industry Risk.
Competitive
pressures may have a significant effect on the financial condition of
semiconductor companies and, as
product
cycles shorten and manufacturing capacity increases, these companies may become
increasingly subject to aggressive pricing, which hampers profitability. Reduced
demand for end-user products, under-utilization of manufacturing capacity, and
other factors could adversely impact the operating results of companies in the
semiconductor sector. Semiconductor companies typically face high capital costs
and may be heavily dependent on intellectual property
rights.
The
semiconductor
sector
is
highly
cyclical,
which
may
cause
the
operating
results
of
many
semiconductor
companies
to
vary
significantly.
The stock prices of companies in the semiconductor sector have been and likely
will continue to be extremely
volatile.
Derivatives
Risk.
The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other ordinary
investments, including risk related to the market, imperfect correlation with
underlying investments, higher price volatility, lack of availability,
counterparty risk, liquidity, valuation and legal restrictions. The use of
derivatives is a highly specialized activity that involves investment techniques
and risks different from those associated with ordinary portfolio securities
transactions.
Derivatives,
including the options used by the Fund, may create investment leverage, which
could result in greater price volatility than other markets and losses that
significantly exceed the Fund’s original investment. The use of derivatives may
result in larger losses or smaller gains than directly investing in securities.
When the Fund uses derivatives, there may be an imperfect correlation between
the value of the Underlying Stock and the derivative, which may prevent the Fund
from achieving its investment objective. Because derivatives often require only
a limited initial investment, the use of derivatives may expose the Fund to
losses in excess of those amounts initially invested. In addition, the Fund’s
investments in derivatives are subject to the following risks:
Options
Contracts Risk. The
use of options contracts involves investment strategies and risks different from
those associated with ordinary portfolio securities transactions. The prices of
options are volatile and are influenced by, among other things, actual and
anticipated changes in the value of the underlying instrument, including the
anticipated volatility, which are affected by fiscal and monetary policies and
by national and international political, changes in the actual or implied
volatility or the reference asset, the time remaining until the expiration of
the option contract and economic events. For the Fund in particular, the values
of the options contracts in which it invests are substantially influenced by the
value of NVDA.
The
Fund may experience substantial downside from specific option positions and
certain option positions held by the Fund may expire worthless.
There
may at times be an imperfect correlation between the movement in values of
options contracts and the underlying instrument, and there may at times not be a
liquid secondary market for certain options
contracts.
Written
Options Risk. While
the Fund will collect premiums on the options it writes, the Fund’s risk of loss
if one or more of its options is exercised and expires in-the-money may
substantially outweigh the gains to the Fund from the receipt of such option
premiums. When selling a put option, the premium received by the Fund may not be
enough to offset a loss incurred by the Fund if the price of the Underlying
Stock at expiration is below the strike price by an amount equal to or greater
than the premium. When selling a call option, the premium received by the Fund
may not be enough to offset a loss incurred by the Fund if the price of the
Underlying Stock at expiration is above the strike price by an amount equal to
or greater than the premium.
Purchased
Call Options Risk.
If a call option is not sold when it has remaining value and if the market price
of the Underlying Stock remains less than or equal to the exercise price, the
buyer will lose its entire investment in the call option. There is no assurance
that a liquid market will exist when the buyer seeks to close out any option
position.
FLEX
Options Risk. Due
to their customization and potentially unique terms, FLEX Options may be less
liquid than other securities, such as standard exchange listed
options.
The
FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a
less
liquid market for the FLEX Options, liquidating the FLEX Options may require the
payment of a premium (for written FLEX Options) or acceptance of a discounted
price (for purchased FLEX Options) and may take longer to complete.
A
less
liquid trading market may adversely impact the value of the FLEX Options and
Fund shares and result in the Fund being unable to achieve its investment
objective. Less liquidity in the trading of the Fund’s FLEX Options could have
an impact on the prices paid or received by the Fund for the FLEX Options in
connection with creations and redemptions of the Fund’s shares. Depending on the
nature of this impact to pricing, the Fund may be forced to pay more for
redemptions (or receive less for creations) than the price at which it currently
values the FLEX Options. Such overpayment or under collection could reduce the
Fund’s ability to achieve its investment objective.
Additionally,
in a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price.
Swap
Agreements
Risk.
The
use of swap transactions is a specialized activity involving investment
techniques and risks different from those associated with ordinary portfolio
securities transactions. The success of the Fund in using swap agreements
depends on the ability of the Adviser to structure
such
agreements in accordance with the Fund’s investment objective and to identify
appropriate and creditworthy counterparties. Additionally, any financing,
transaction, or other costs associated with the use of swap agreements may
reduce the Fund’s returns. The swap agreements in which the Fund may invest are
generally traded in the over-the-counter market, which
typically
provides less transparency than exchange-traded derivatives. In a standard swap
transaction, two parties agree to exchange the return (or differentials in rates
of return) earned or realized on particular predetermined reference assets or
underlying securities or instruments. The gross return to be exchanged or
“swapped” is calculated based on a notional amount, typically representing the
value of a hypothetical investment in the underlying asset or basket of
securities. If the Underlying Security experiences a significant movement that
results in a material decline in the Fund’s net asset value, the terms of the
swap agreement may permit or require the counterparty to close out the position.
In such a case, the Fund may be unable to enter into another swap agreement or
similar derivatives contract to maintain its desired exposure.
This
may prevent the Fund from achieving its investment objective, even if the
Underlying Security later recovers all or part of its
decline.
Market
Risk.
Market
risk
is
the
risk
that
a
particular
security,
or
Shares
in
general,
may
fall
in
value,
or
fail
to
rise.
Securities
are
subject
to
market
fluctuations
caused by such factors as economic, political, regulatory or market
developments, changes in interest rates, and perceived trends in securities
prices. Shares could decline in value or underperform other investments. In
addition, local, regional, or global events such as war, acts of terrorism,
spread of infectious diseases or other public health issues, recessions, or
other events could have a significant negative impact on the Fund and its
investments. Such events may affect certain geographic regions, countries,
sectors, and industries more significantly than others. Such events could
adversely affect the prices and liquidity of the
Fund’s
portfolio
securities
or
other
instruments
and
could
result
in
disruptions
in
the
trading
markets.
During
any
such
events,
Shares
may
trade
at
increased
premiums or discounts to their net asset value and the bid/ask spread on Shares
may widen.
As
a result, an investor could lose money over short or long periods of
time.
Clearing
Member Default Risk. Transactions
in some types of derivatives, including the options bought and sold by the Fund,
are required to be centrally cleared (“cleared derivatives”). In a transaction
involving cleared derivatives, the Fund’s counterparty is a clearing house, such
as the OCC, rather than a bank
or
broker.
Since
the
Fund
is
not
a
member
of
clearing
houses
and
only
members
of
a
clearing
house
(“clearing
members”)
can
participate
directly
in
the
clearing
house, the Fund will hold cleared derivatives through accounts at clearing
members. In cleared derivatives positions, the Fund will make payments
(including margin payments) to and receive payments from a clearing house
through their accounts at clearing members. Customer funds held at a clearing
organization in connection with any options contracts are held in a commingled
omnibus account and are not identified to the name of the clearing member’s
individual customers.
As
a result, assets deposited by the Fund with any clearing member as margin for
options may, in certain circumstances, be used to satisfy losses of other
clients of the Fund’s clearing member. In addition, although clearing members
guarantee performance of their clients’ obligations to the Fund’s or the
Underlying Stock’s clearing house, there is a risk that the assets of the Fund
might not be fully protected in the event of the clearing member’s bankruptcy,
as the Fund would be limited to recovering only a pro rata share of all
available funds segregated on behalf of the clearing member’s customers for the
relevant account class. The Fund is also subject to the risk that a limited
number of clearing members are willing to transact on the Fund’s behalf, which
heightens the risks associated with a clearing member’s default. This risk is
greater for the Fund as it seeks to hold options contracts on a single security,
and not a broader range of options contracts, which may limit the number of
clearing members that are willing to transact on the Fund’s behalf. If a
clearing member defaults the Fund could lose some or all of the benefits of a
transaction entered into by the Fund with the clearing member. If the Fund
cannot find a clearing member to transact with on the Fund’s behalf, the Fund
may be unable to effectively implement its investment
strategy.
Counterparty
Risk. Derivatives
are subject to counterparty risk, which is the risk that the other party in the
transaction will be unable or unwilling to fulfill its contractual obligation,
and the related risks of having concentrated exposure to such a counterparty.
Counterparty risk may arise because of the counterparty’s financial condition,
market activities, or for other reasons. The Fund may be unable to recover its
investment from the counterparty or may obtain a limited and/or delayed
recovery.
The
OCC acts as guarantor and central counterparty with respect to the options held
by the Fund.
As
a result, the ability of the Fund to meet its objective depends on the OCC being
able to meet its obligations. In the event that the OCC becomes insolvent or is
otherwise unable to meet its clearing and settlement obligations, the Fund could
suffer significant losses.
Transaction
Cost Risk. The
Fund will pay transaction costs, such as commissions or mark-ups in the
bid/offer spread on an option position, when it writes options. Because the Fund
“turns over” its option positions every month, it will incur high levels of
transaction costs.
While
the turnover of the option positions sold by the Fund is not deemed “portfolio
turnover” for accounting purposes, the economic impact to the Fund is similar to
what could occur if the Fund experienced high portfolio turnover (e.g., in
excess of 100% per year). The Fund’s high levels of transaction costs may result
in higher taxes when Shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example
thereunder, may affect the Fund’s performance.
Active
Management Risk. The
Fund is actively-managed and may not meet its investment objective based on the
success or failure of the Adviser or the Fund’s portfolio managers to implement
investment strategies for the Fund. The success of the Fund’s investment program
depends largely on the investment techniques applied by the
Adviser
and portfolio managers and the skill of the
Adviser
and/or portfolio manager in evaluating the value and risks associated with the
Fund investment strategy. It is possible the investment techniques employed on
behalf of the Fund will not produce the desired
results.
Special
Tax
Risk.
The
Fund
intends
to
elect
and
to
qualify
each
year
to
be
treated
as
a
regulated
investment
company
(“RIC”)
under
Subchapter
M
of
the
Code.
As a RIC, the Fund will not be subject to U.S. federal income tax on the portion
of its net investment income and net capital gain that it distributes to
Shareholders, provided that it satisfies certain requirements of the Code. If
the Fund does not qualify as a RIC for any taxable year and certain relief
provisions are
not
available,
the
Fund’s
taxable
income
will
be
subject
to
tax
at
the
Fund
level
and
to
a
further
tax
at
the
shareholder
level
when
such
income
is
distributed.
To comply with the asset diversification test applicable to a RIC, the Fund will
attempt to ensure that the value of options on shares of a single issuer does
not exceed 25% of the Fund’s value at the close of any quarter. If the value of
options on shares of a single issuer were to exceed 25% of the Fund’s total
assets at the end of a tax quarter, the Fund, generally, has a grace period to
cure such lack of compliance. If the Fund fails to timely cure, it may no longer
be eligible to be treated as a RIC.
ETF
Risks.
The
Fund
is
an
ETF
and,
as
a
result
of
an
ETF’s
structure,
is
exposed
to
the
following
risks:
Authorized
Participants
(“APs”),
Market
Makers,
and
Liquidity
Providers
Concentration
Risk.
The
Fund
has
a
limited
number
of
financial
institutions
that may act as
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 of the Fund 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 of the Fund. Due
to the costs of buying or selling shares of the Fund, including brokerage
commissions imposed by brokers
and
bid/ask
spreads,
frequent
trading
of
shares
of
the
Fund
may
significantly
reduce
investment
results
and
an
investment
in
shares
of
the
Fund
may not be advisable for investors who anticipate regularly making small
investments.
Shares
of the Fund May Trade at Prices Other Than NAV. As
with all ETFs, shares of the Fund may be bought and sold in the secondary market
at market
prices.
The
price
of
shares
of
the
Fund,
like
the
price
of
all
traded
securities,
will
be
subject
to
factors
such
as
supply
and
demand,
as
well
as
the
current
value
of
the
Fund’s
portfolio
holdings.
Although
it
is
expected
that
the
market
price
of
the
shares
of
the
Fund
will
approximate
the
Fund’s
NAV,
there may be times when the market price of the shares is more than the
NAV
intra-day
(premium) or less than the NAV
intra-day
(discount).
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 of the Fund are listed for trading on a national securities exchange,
Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that shares of the Fund will
trade with any volume, or at all, on any stock exchange
or
that
the
requirements
of
the
Exchange
or
any
exchange
necessary
to
maintain
the
listing
of
the
Fund
will
continue
to
be
met
or
will
remain
unchanged. An exchange or market may close early, close late or issue trading
halts on specific securities or financial instruments. As a result, the ability
to trade certain securities or financial instruments may be restricted, which
may disrupt the Fund’s creation and redemption process, potentially affect the
price at which the Fund’s shares trade in the secondary market, and/or result in
the Fund being unable to trade certain securities or financial instruments at
all. In these circumstances, the Fund may be unable to execute its options
strategy, may be unable to accurately price its investments and/or may incur
substantial trading losses. This risk may be greater for the Fund as it seeks to
have exposure to a single index as opposed to a more diverse portfolio like a
traditional pooled investment. If trading in the Fund’s shares are halted,
investors may be temporarily unable to trade shares of the Fund. In stressed
market conditions, the liquidity of shares of the Fund may begin to mirror the
liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than shares of the Fund, and this could lead to
differences between the market price of the shares of the Fund and the
underlying value of those shares. In the event of an unscheduled market close
for options contracts that reference a single stock, such as the Index’s
securities being halted or a market wide closure, settlement prices will be
determined by the procedures of the listing exchange of the options
contracts.
As
a
result,
the
Fund
could
be
adversely
affected
and
be
unable
to
implement
its
investment
strategies
in
the
event
of
an
unscheduled
closing.
Cybersecurity
Risk. Failures
or breaches of the electronic systems of the Fund and/or the Fund’s service
providers, including the Adviser, market makers, Authorized Participants or the
issuers of securities in which the Fund invests, have the ability to cause
disruptions, negatively impact the Fund’s business operations and/or potentially
result in financial losses to the Fund and its shareholders. While the Fund has
established business continuity plans and risk management systems seeking to
address system breaches or failures, there are inherent limitations in such
plans and systems. Furthermore, the Fund cannot control the cybersecurity plans
and systems of the
Adviser,
other service providers, market makers,
Authorized
Participants or issuers of securities in which the Fund
invests.
Liquidity
Risk. The
Fund’s investments are subject to liquidity risk, which exists when an
investment is or becomes difficult or impossible to purchase or sell
at
an advantageous time and price. If a transaction is particularly large or if the
relevant market is or becomes illiquid, it may not be possible to initiate a
transaction or liquidate a position, which may cause the Fund to suffer
significant losses and difficulties in meeting redemptions. Liquidity risk may
be the
result
of, among other things, market turmoil, the reduced number and capacity of
traditional market participants, or the lack of an active trading market.
Markets
for
securities
or
financial
instruments
could
be
disrupted
by
a
number
of
events,
including,
but
not
limited
to,
an
economic
crisis,
natural
disasters,
new
legislation or regulatory changes inside or outside the U.S. Liquid investments
may become less liquid after being purchased by the Fund, particularly during
periods of market stress. In addition, if a number of securities held by the
Fund stop trading, it may have a cascading effect and cause the Fund to halt
trading. Volatility
in
market
prices
will
increase
the
risk
of
the
Fund
being
subject
to
a
trading
halt.
Illiquid
securities
may
be
difficult
to
value,
especially
in
changing
or
volatile
markets.
If
the
Fund
is
forced
to
sell
an
illiquid
security
at
an
unfavorable
time
or
price,
the
Fund
may
be
adversely
impacted.
There
is
no
assurance
that
a security that is deemed liquid when purchased will continue to be
liquid.
Money
Market Instrument Risk. The
Fund may use a variety of money market instruments for cash management purposes,
including money market funds, depositary accounts and repurchase agreements.
Money market funds may be subject to credit risk with respect to the debt
instruments in which they invest. Depository accounts may be subject to credit
risk with respect to the financial institution in which the depository account
is held. Repurchase agreements may be subject to market and credit risk related
to the collateral securing the repurchase agreement. Money market instruments
may lose money.
New
Fund Risk. The
Fund is new with no operating history. As a result, there can be no assurance
that the Fund will grow to or maintain an economically viable size, as a result
of which it could ultimately liquidate. The Fund’s distributor does not maintain
a secondary market in Fund shares.
Non-Diversification
Risk.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or
a
smaller
number
of
issuers
than
if
it
were
a
diversified
fund.
As
a
result,
the
Fund
may
be
more
exposed
to
the
risks
associated
with
and
developments
affecting
an individual issuer or a smaller number of issuers than a fund that invests
more widely.
This
may increase the Fund’s volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on the Fund’s
performance.
Operational
Risk. The
Fund is exposed to operational risks arising from a number of 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 and
the Adviser seek to reduce these operational risks through controls and
procedures. However, these measures do not address every possible risk and may
be inadequate to address significant operational
risks.
Valuation
Risk.
Independent
market
quotations
for
certain
investments
held
by
the
Fund
may
not
be
readily
available,
and
such
investments
may
be
fair
valued
or valued by a pricing service at an evaluated price. These valuations involve
subjectivity and different market participants may assign different prices to
the same investment.
As
a result, there is a risk that the Fund may not be able to sell an investment at
the price assigned to the investment by the Fund. In addition, the securities in
which the Fund invests may trade on days that the Fund does not price its
shares; as a result, the value of Fund shares may change on days
when
investors cannot purchase or sell their Fund
holdings.
Fund
Performance
Performance
information for the Fund is not included because the Fund did not have a full
calendar year of performance prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section.
When provided,
the information will provide some indication of the risks of investing in the
Fund by showing changes in the Fund’s performance from year to year and how the
Fund’s average annual returns compare with a broad measure of market
performance. The Fund’s past performance
(before and after taxes) is not necessarily an indication of how the Fund will
perform in the future. Updated performance
information
will
be
available
on
the
Fund’s
website
at
https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-nvda-monthly-etf
or by calling the Fund toll-free at 1-866-5Themes (1-866-584-3637).
Management
Investment
Adviser
Themes
Management
Company,
LLC
(the
“Adviser”)
serves
as
investment
adviser
to
the
Fund.
Portfolio
Managers
Calvin
Tsang, CFA, Head of Product Management & Development of the Adviser, Dingxun
(Kevin) Shao, Vice President, Product Management & Development
of
the
Adviser,
and
Paul
Bartkowiak,
Associate
Vice
President,
Portfolio
Management
of
the
Adviser,
are
jointly
and
primarily
responsible
for
the
day-to-day management of the Fund and have served as portfolio managers since
the Fund’s inception.
Buying
and
Selling
Fund
Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased 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).
The
Fund generally issues and redeems shares at NAV
only
in large blocks of shares known as “Creation Units,” which only institutions or
large investors 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 that the Fund specifies
each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a
seller
is
willing
to
accept
for
Shares
(ask)
when
buying
or
selling
Shares
in
the
secondary
market
(the
“bid-ask
spread”).
Recent
information
about
the
Fund,
including
its net asset value, market price, premiums and discounts, and bid-ask spreads
is available on the Fund’s website at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-nvda-monthly-etf.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged retirement account. Distributions may be taxable upon
withdrawal from tax-deferred accounts.
Payments
to
Broker-Dealers
and
Other
Financial
Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the
Adviser
and its related companies may pay the intermediary for activities related to the
marketing and promotion of the Fund. These payments may create a conflict of
interest by influencing the broker-dealer or other intermediary and your sales
person to recommend the Fund over another investment. Ask your sales person or
visit your financial intermediary’s website for more information.
Leverage
Shares
2x
Capped
Accelerated
PLTR
Monthly
ETF
Investment
Objective
The
Leverage
Shares
2x
Capped
Accelerated
PLTR
Monthly
ETF
(the
“Fund”)
is
an
exchange-traded
fund
(“ETF”)
that
seeks
to
provide
approximately
twice
(2x)
the positive share price return of Palantir Technologies Inc. (“PLTR” or the
“Underlying Stock”) up to an approximate upside limit, while seeking to
approximately track the negative share price return of the Underlying Stock,
over each full calendar month.
Fees
and
Expenses
of
the
Fund
The
following table describes the fees and expenses you may pay if you buy, hold,
and sell shares of the Fund (“Shares”). You
may pay other fees, such as brokerage commissions and other fees to financial
intermediaries, which are not reflected in the table and Example
below.
|
|
|
|
|
| |
|
Annual
Fund
Operating
Expenses
(expenses
that
you
pay
each
year
as
a
percentage
of
the
value
of
your
investment) |
|
Management
Fees |
0.75% |
|
Distribution
and/or
Service
(12b-1)
Fees |
None |
|
Other
Expenses |
0.05% |
|
Total
Annual
Fund
Operating
Expenses |
0.80% |
Example
The
following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they were to invest $10,000 in the Fund for the time periods indicated and
then redeem all of the Shares at the end of those periods.
This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same.
Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
|
|
|
|
|
|
|
|
|
|
|
| |
| 1
Year |
3
Years |
5
Years |
10
Years |
| $82 |
$255 |
$444 |
$990 |
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 Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
For the fiscal period August 12, 2025 (commencement of operations) through
October 31, 2025, the Fund’s portfolio turnover rate was 0% of the average value of its
portfolio.
Principal
Investment
Strategies
of
the
Fund
The
Fund seeks to provide certain pre-determined outcomes (the “Outcomes”) based on
the performance of the share price of Palantir Technologies Inc.
(NASDAQ:
PLTR)
(“PLTR”
or
the
“Underlying
Stock”)
for
investors
who
hold
Fund
shares
over
a
full
calendar
month
(the
“Outcome
Period”).
The
Outcomes
sought by the Fund are:
●Approximately
twice
(2x)
the
share
price
return
of
the
Underlying
Stock
(the
“Accelerated
Return”),
up
to
an
approximate
upside
limit
(the
“Approximate Cap”), and
●Downside
performance
that
approximately
tracks
one
for
one
the
negative
share
price
return
of
the
Underlying
Stock.
The
Fund
does
not
provide
a
buffer, floor or other protection against losses.
The
Outcomes are intended to be realized only by investors who hold Fund shares at
the outset of the Outcome Period and continue to hold the shares through
the
end
of
the
Outcome
Period.
Specifically,
in
order
to
hold
Fund
shares
for
the
entirety
of
an
Outcome
Period,
an
investor
must
buy
or
continue
holding
shares
at the close on the last trading day of the prior Outcome Period and sell or
continue holding the shares at the close on the last trading day of the
current
Outcome
Period.
If
investors buy Fund shares after the start of the Outcome Period or sell Fund
shares before the Outcome Period concludes, they may experience returns that
differ significantly from the Outcomes. These include experiencing little or no
gains related to the
Accelerated
Return or the Underlying Stock and losses that are
greater
than
the
Underlying
Stock’s
losses.
The
Fund
does
not
provide
a
buffer,
floor
or
other
protection
against
losses.
If
the
Underlying
Stock’s
share
price
decreases in value over the duration of the Outcome Period, the Fund seeks to
provide Fund shareholders that hold Fund shares for the entire Outcome Period
with a return that matches the decrease in value experienced by the Underlying
Stock. The Outcomes may not be achieved, and investors may lose some or
all
of
their money.
The
Fund
will
be
offered
indefinitely
and
is
not
intended
to
terminate
after
one
or
more
Outcome
Periods.
The
Current
Outcome
Period
For
the current Outcome Period of February
1,
2026 and ending on
February
28, 2026, the Approximate Cap is 17.00%, before taking into account any fees or
expenses charged to, or transaction costs incurred by, the Fund.
When
the Fund’s annualized management fee of 0.75% of its average daily net assets is
taken into account, the
Approximate
Cap for the current Outcome Period is reduced to 16.94%. The returns that the
Fund seeks to provide do not take into account expenses incurred by the Fund.
Please visit the Fund’s page at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-pltr-monthly-etf
for
more
information
about
the
potential
outcomes
of
an
investment
in the Fund during the current Outcome Period, including the remaining
Approximate Cap.
The
Fund’s
Use
of
Options
The
Fund principally buys and sells customized options that reference the Underlying
Stock. The options in which the Fund transacts (typically, equity
exchange-traded options contracts) are referred to generally as Flexible
Exchange Options (“FLEX Options”).
The
Fund may transact in other exchange-traded options that reference the price
performance of the Underlying Stock.
An
options contract is an agreement between a buyer and seller that gives the
purchaser of the option the right but not the obligation to buy (in the case of
a call option) or sell (in the case of a put option) a particular financial
instrument at a specified future date for an agreed-upon price, commonly known
as the “strike price”. When the Fund buys a call option, it pays a premium and
receives the right, but not the obligation, to purchase shares of the Underlying
Stock or other reference
asset
at
a
strike
price
by
or
on
the
expiration
date.
If
the
Fund
buys
a
put
option,
it
pays
a
premium
and
receives
the
right,
but
not
the
obligation,
to
sell
shares of the Underlying Stock or other reference asset at a strike price by or
on the expiration date. When the Fund writes (sells) a call option, it receives
a premium and gives the purchaser of the option the right to purchase from the
Fund shares of the Underlying Stock or other reference asset at a strike price
by or on the expiration date.
When
the Fund writes (sells) a put option, it receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying
Stock or other reference asset at a strike price by or on expiration
date.
FLEX
Options provide the ability to customize key option contract terms such as
strike price, style and expiration date. The options in which the Fund invests
are European style, meaning they are exercisable at the strike price only on the
expiration date. The Fund typically trades options that expire at or around
the
end
of each Outcome Period. The options are guaranteed for settlement by the Options
Clearing Corporation (the “OCC”), a market clearinghouse that guarantees the
performance by counterparties to certain derivatives contracts. The OCC may make
adjustments to FLEX Options for certain significant
events.
As
an in-the-money option held by the Fund approaches its expiration date, its
value typically will increasingly move with the value of its reference asset,
such as the Underlying Stock. However, the value of the options may change
because of factors other than the value of the reference asset, including
interest rate changes, dividends, the actual and perceived volatility of the
reference asset, the remaining time until the options expire, limitations
established by options exchanges, and trading conditions in the options market,
among others. Due to these factors, the value of the options typically does not
increase or decrease at the same rate as the Underlying Stock’s share price on a
day-to-day basis. As a result, the Fund’s net asset value per share (“NAV”) may
not increase or decrease at the same rate as the Underlying Stock’s share
price.
Outcomes
Targeted
by
the
Fund
For
each Outcome Period, the Fund obtains exposure to the share price return of the
Underlying Stock by creating a synthetic long position in the Underlying
Stock
by
buying
a
call
option
and
selling
a
put
option,
each
with
a
strike
price
that
is
approximately
at-the-money
(“ATM”)
relative
to
the
Underlying
Stock
and
expiring
in
one
month
or
later,
that
references
the
price
performance
of
the
Underlying
Stock.
Alternatively,
the
Fund
may
choose
to
use
swaps
to
gain
exposure
to the share price return of the Underlying Stock. The
Accelerated
Return and
Approximate
Cap are typically created by trading a set of three call options, as described
below, at the close of the last trading day of the prior Outcome
Period.
Accelerated
Return. The
Fund creates the Accelerated Return by buying one ATM call with one month to
expiration (the “Accelerated Return Call”). This exposure to the Underlying
Stock, combined with the Fund’s investment in the synthetic long position in the
Underlying Stock, creates the approximately double upside return.
Approximate
Cap. The
Fund creates the
Approximate
Cap by selling two call options that are each equal to the notional value of
the
Accelerated
Return Call and the synthetic long position in the Underlying Stock. Each of
these call options have a higher, out-of-the-money strike price relative to the
Underlying Stock’s share price (the “Cap Options”). The Fund uses the premium
collected from selling the Cap Options to cover the premium that it pays to buy
the Accelerated
Return
Call.
The
Cap
Options’
higher
strike
price
prevents
the
Fund
from
realizing
the
benefit
of
any
increase
in
the
Underlying
Stock’s
share
price
above that strike price.
The
Approximate
Cap for an Outcome Period is approximately twice the upside return implied by
the strike price of the Cap Options for that Outcome Period. For example, if the
Fund sets the strike price of the sold Cap Options at approximately 5% above the
starting price of the Underlying Stock (e.g., 105% of its initial value), the
Approximate Cap for the Fund would be approximately 110% of the Fund’s initial
value. This reflects the Fund’s upside participation rate of approximately 2x
the potential appreciation of the Underlying Stock between 100% and 105%. Even
if the Underlying Stock appreciates beyond the higher-strike Cap
Options’
call
level of 105% of its initial value, the maximum return the Fund can achieve
during the Outcome Period would be approximately 10%.
The
Approximate
Cap for each Outcome Period is determined on the last trading day of the
preceding month. The strike price for the Cap Options depends on the market
conditions when the option is sold and likely will be different for each Outcome
Period, resulting in a different
Approximate
Cap for each Outcome Period. For example, the
Approximate
Cap for July will be set based on market conditions at the close of trading on
the last trading day in June. If the Shares
are
held for an entire Outcome Period, this structure seeks to allow for amplified
gains in moderately bullish markets, while exposing investors to 1x downside
losses.
The
Fund’s Accelerated Return and Approximate Cap (net of the management fee) for
the current Outcome Period, along with the Fund’s current position relative to
the Outcomes, is available and updated daily on the Fund’s page at http://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-pltr-monthly-etf.
On
the last trading day of each Outcome Period, the Fund will trade a new set of
options to create the synthetic long position in the Underlying Stock, the
Accelerated Return and
Approximate
Cap for the next Outcome Period. For example, on the last trading day of July,
the Fund would establish a new structure for August, and on the last trading day
of August, it would establish the structure for September. After the close of
business on the last trading day of the Outcome Period, the Fund will file a
prospectus supplement that discloses the Approximate Cap (gross and net of its
management fee) for the next Outcome Period.
On
a day-to-day basis, the Fund is expected to hold collateral for its derivative
positions. For this purpose, the Fund may invest in money market funds, deposit
accounts with institutions with high quality (investment grade) credit ratings,
and/or short-term debt instruments that have terms-to-maturity of less than 397
days and exhibit high quality (investment grade) credit profiles, including U.S.
government securities and repurchase agreements.
Outcome
Period
The
Outcomes for an Outcome Period apply only to Fund shares that are held over the
entire Outcome Period.
An
investor who purchases Fund shares after the beginning of an Outcome Period or
who sells Fund shares before the end of an Outcome Period may not fully realize
the Approximate Cap for the Outcome Period and may experience price returns that
are different from the Outcomes. This is because, while the Outcomes are fixed
levels that are calculated in
relation
to the Underlying Stock’s price and the Fund’s NAV
at
the start of that Outcome Period and generally remain constant throughout the
Outcome Period, an
investor
who
transacts
in
Fund
shares
during
the
Outcome
Period
will
likely
do
so
at
a
price
that
is
different
from
the
Fund’s
NAV
at
the
start
of
the
Outcome
Period.
For
example, if an investor purchases Fund shares during an Outcome Period at a time
when the Underlying Stock’s share price has increased from its price at the
beginning of the Outcome Period, the investor’s upside limit may be lower than
the
Approximate
Cap and the investor may experience losses that exceed
the
losses of the Underlying Stock for the remainder of the Outcome Period.
Conversely, if an investor purchases Fund shares during an Outcome Period at a
time
when
the
Underlying
Stock’s
share
price
has
decreased
from
its
price
at
the
beginning
of
the
Outcome
Period,
the
Fund
may
require
a
larger
increase
in
the
Underlying Stock’s share price before it reaches the Accelerated
Return.
Fund
and
Underlying
Stock
Performance
If
there are any inflows, or creation transactions, for the Fund during an Outcome
Period, the Fund will typically seek to trade the same set of options as
described above. This will occur even in circumstances where the Fund would
receive a negligible premium for selling the Cap Options, which may give up more
sizable returns to the extent that the option later becomes
in-the-money.
The
Fund’s
market
value
and
NAV
may
not
correlate
with
the
Underlying
Stock.
In
periods
of
extreme
market
volatility,
the
Fund’s
return
may
be
subject
to
an
upside limit significantly below the
Approximate
Cap and a downside that is significantly greater than the price return of the
Underlying Stock. Investors may lose their entire investment, and an investment
in the Fund is appropriate only for investors willing to bear those
losses.
Under
normal market conditions, the Fund invests at least 80% of its net assets (plus
any borrowings for investment purposes) in securities or other instruments
that
provide
exposure
to
PLTR.
The
Fund
will
consider
the
notional
value
of
its
options
positions
for
the
purpose
of
assessing
compliance
with
this
80%
Policy.
The
Underlying
Stock
Palantir
Technologies
Inc.
Palantir
Technologies Inc. (“Palantir”) is a software company that develops and deploys
platforms designed to enable organizations to integrate, manage and analyze
large volumes of data and to operationalize artificial intelligence across their
enterprises. Palantir’s platforms were initially developed to support the
intelligence community in counterterrorism and defense-related operations in the
United States and allied countries and have since been adopted by government
agencies and commercial enterprises across a wide range of industries. The
common stock of Palantir (PLTR) is registered under the Securities
Exchange
Act
of
1934,
as
amended
(the
“Exchange
Act”).
Information
provided
to
or
filed
with
the
Securities
and
Exchange
Commission
(“SEC”)
by
Palantir pursuant to the Exchange
Act
can be located by reference to the SEC file number 001-39540 through the SEC’s
website at www.sec.gov. In addition, information regarding PLTR may be obtained
from other sources including, but not limited to, press releases, newspaper
articles and other publicly
disseminated
documents.
This
prospectus relates only to the securities offered hereby and does not relate to
the shares of PLTR or other securities of Palantir. The Fund has derived all
disclosures contained in this document regarding Palantir
from
the publicly available documents. Neither
the
Fund, the
Trust,
the
Adviser
nor any affiliate has participated in the preparation of such documents. Neither
the Fund, the Trust, the
Adviser
nor any of their respective affiliates makes any representation that such
publicly available documents or any other publicly available information
regarding Palantir is accurate or complete. Furthermore, the Fund cannot give
any assurance that all events occurring prior to the date of the prospectus
(including events that would affect the accuracy or completeness of the publicly
available documents described above) that would affect the trading price of PLTR
have been publicly
disclosed.
Subsequent
disclosure
of
any
such
events
or
the
disclosure
of,
or
failure
to
disclose,
material
future
events
concerning
Palantir
could
affect the value of the Fund’s investments with respect to PLTR and therefore
the value of the Fund.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than
if
it
were
a
diversified
fund.
As
a
result
of
its
investment
strategy,
the
Fund
will
be
concentrated
in
the
industry
to
which
Palantir
is
assigned
(i.e.,
hold
25%
or more of its total assets in investments that provide exposure to the industry
to which Palantir is assigned). As of the date of this prospectus, Palantir is
assigned to the software and services
industry.
Principal
Risks
of
Investing
in
the
Fund
The
Fund
has
characteristics
unlike
many
traditional
products
and
may
not
be
appropriate
for
all
investors.
You
can
lose
money
on
your
investment
in
the
Fund. The Fund is subject to the risks summarized
below. Some or all of these risks may adversely affect the Fund’s net asset
value per share (“NAV”), trading price, yield, total return and/or ability to
meet its objectives. For more information about the risks of investing in the
Fund, see the section in the Fund’s prospectus entitled “Additional Information
about the Principal Risks of Investing in the Funds.” Each risk summarized below
is considered a “principal risk” of investing in the Fund, regardless of the
order in which it appears.
Accelerated
Return Risk. There
can be no guarantee that the Fund will be successful in its strategy to provide
approximately twice the positive share price return, if any, of the Underlying
Stock over an Outcome Period, subject to an
Approximate
Cap. If an investor purchases Fund shares after the beginning of an Outcome
Period or does not stay invested in the Fund for the entirety of the Outcome
Period, the returns realized by the investor may not match those that the Fund
seeks to achieve. In addition, because the Fund is designed to achieve Outcomes
that change for each one month Outcome Period, the Outcomes that are achieved by
the Fund for a one month Outcome Period will be different than the Outcomes
achieved by the Fund over multiple Outcome Periods, or on an annualized basis.
Similarly, investors holding Shares over multiple Outcome Periods will
experience different investment results than holding a fund that has a longer
Outcome Period (e.g., three months or one year).
Approximate
Cap Risk. The
Fund’s strategy seeks to provide returns that are subject to an Approximate Cap,
whose level depends on prevailing market conditions (e.g., volatility, interest
rates, dividends, and other factors) at the time that the
Approximate
Cap is set. The
Approximate
Cap may rise or fall from one
Outcome
Period
to
the
next,
sometimes
to
a
significant
extent,
and
is
unlikely
to
remain
the
same
for
consecutive
Outcome
Periods.
If
the
Underlying
Stock
experiences gains in excess of the Approximate Cap for an Outcome Period, the
Fund will not participate in any gains beyond the Approximate Cap and will
underperform the Underlying Stock. In periods of extreme market volatility, the
Fund’s return may be significantly below the
Approximate
Cap.
Outcome
Period
Risk.
The
Approximate
Cap
for
an
Outcome
Period
applies
to
Fund
shares
held
over
the
entire
Outcome
Period.
If
an
investor
purchases
Fund
shares after an Outcome Period begins or sells Fund shares prior to the end of
an Outcome Period, the returns realized by the investor will not match those
that the Fund seeks to provide. Further, because the Fund is designed to produce
returns that are twice those of the price return of the Underlying Stock
(subject to the
Approximate
Cap) on the last day of the Outcome Period, if an investor sells Shares before
the end of an Outcome Period such investor may sell at a point where the Fund’s
performance does not exceed the performance of the Underlying Stock over the
Outcome Period, and therefore may sell at a point where the Fund has
underperformed the Underlying Stock. If the Outcome Period has begun and the
Fund has increased in value to a level near the Cap, an investor purchasing
Shares at that price has little or no ability to achieve gains relating to the
Underlying Stock or the Accelerated Return but remains vulnerable to downside
risks.
Issuer-Specific
(Palantir) Investing Risk.
Issuer-specific
attributes may cause an investment held by the Fund to be more volatile than the
market generally. The value of an individual security or particular type of
security may be more volatile than the market as a whole and may perform
differently from the value of the market as a whole.
As of the date of this prospectus, in addition to
the risks associated with companies in the software and services industry,
Palantir faces risks that include, but are not limited to: its reliance on a
limited number of customers, including government agencies, for a substantial
portion of its revenue; long and unpredictable sales cycles; the development,
deployment and adoption of new technologies and artificial intelligence
capabilities; dependence on third-party products and services; the ability to
attract, retain, train and motivate qualified personnel and senior management;
intense competition; cybersecurity incidents and data protection failures;
intellectual property protection; reputational and ethical concerns; and
evolving regulatory, legal and litigation risks. Any of these risks could
materially and adversely affect the company’s business, financial condition and
results of operations.
Indirect
Investment
Risk.
Palantir
is
not
affiliated
with
the
Trust,
the
Adviser
or
any
affiliates
thereof
and
is
not
involved
with
this
offering
in
any
way
and
has
no obligation to consider the Fund in taking any corporate actions that might
affect the value of the Fund. The Trust, the Fund and any affiliate are not
responsible for the performance of Palantir and make no representation as to the
performance of PLTR. Investing in the Fund is not equivalent to investing in
PLTR. Fund shareholders will not have voting rights or rights to receive
dividends or other distributions or any other rights with respect to
PLTR.
Concentration
Risk.
The
Fund is concentrated in the industry to which Palantir is assigned (i.e.,
hold more than 25% of its total assets in investments that provide exposure to
the industry to which Palantir is assigned).
A
portfolio
concentrated in a particular industry may present more risks than a portfolio
broadly diversified over several industries.
As
of the date of this prospectus, Palantir is assigned to the software and
services industry.
Software
and Services Industry Risk. Computer
software companies can be significantly affected by competitive pressures,
aggressive pricing, technological developments, changing domestic demand, the
ability to attract and retain skilled employees and availability and price of
components. The market for products produced by software companies is
characterized by rapidly changing technology, rapid product obsolescence,
cyclical market patterns, evolving industry standards and frequent new product
introductions. The success of computer software companies depends in substantial
part on the timely and successful introduction of new products and the ability
to service such products. An unexpected change in one or more of the
technologies affecting an issuer’s products or in the market for products based
on a particular technology could have a material adverse effect on a
participant’s operating results.
Many
computer software companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary
rights in their products and technologies. There can be no assurance that the
steps taken by computer software companies to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that
competitors will not independently develop technologies that are substantially
equivalent or superior to such companies’
technology."
Sector
Risk.
To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors.
Technology
Sector Risk.
Market or economic factors impacting technology companies and companies that
rely heavily on technological advances could have a major effect on the value of
the Fund’s investments.
The
value of stocks of 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. Technology companies are heavily dependent on
patent and intellectual property rights, the loss or impairment of which may
adversely affect profitability. Additionally, companies in the technology sector
may face dramatic and often unpredictable changes in growth rates and
competition for the services of qualified
personnel.
Artificial
Intelligence (“AI”) Risk.
Palentir
incorporates AI and machine learning capabilities into its data integration and
analytics platforms. Companies engaged in AI and big data typically face intense
competition and potentially rapid product obsolescence. These companies are also
heavily dependent on intellectual property rights and may be adversely affected
by loss or impairment of those rights. There can be no assurance these companies
will be able to successfully protect their intellectual property to prevent the
misappropriation of their technology, or that competitors will not develop
technology that is substantially similar or superior to such companies’
technology. AI and big data companies typically engage in significant amounts of
spending on research and development, as well as mergers and acquisitions, and
there is no guarantee that the products or services produced by these companies
will be successful. AI and big data companies are potential targets for
cyberattacks, which can have a materially adverse impact on the performance of
these companies. In addition, AI technology could face increasing regulatory
scrutiny in the future, which may limit the development of this technology and
impede the growth of companies that develop and/or utilize this technology.
Similarly, the collection of data from consumers and other sources could face
increased scrutiny as regulators consider how the data is collected, stored,
safeguarded and used. AI and big data companies may face regulatory fines and
penalties, including potential forced break-ups, that could hinder the ability
of the companies to operate on an ongoing basis. The customers and/or suppliers
of AI and big data companies may be concentrated in a particular country, region
or industry. Any adverse event affecting one of these countries, regions or
industries could have a negative impact on AI and big data companies. Country,
government, and/or region-specific regulations or restrictions could have an
impact on AI and big data companies.
Derivatives
Risk.
The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other ordinary
investments, including risk related to the market, imperfect correlation with
underlying investments, higher price volatility, lack of availability,
counterparty risk, liquidity, valuation and legal restrictions. The use of
derivatives is a highly specialized activity that involves investment techniques
and risks different from those associated with ordinary portfolio securities
transactions. Derivatives, including the options used by the Fund, may create
investment leverage, which could result in greater price volatility than other
markets and losses that significantly exceed the Fund’s original investment. The
use of derivatives may result in larger losses or smaller gains than directly
investing in securities. When the Fund uses derivatives, there may be an
imperfect correlation between the value of the Underlying Stock and the
derivative, which may prevent the Fund from achieving its investment objective.
Because derivatives often require only a limited initial investment, the use of
derivatives may expose the Fund to losses in excess of those amounts initially
invested. In addition, the Fund’s investments in derivatives are subject to the
following risks:
Options
Contracts Risk. The
use of options contracts involves investment strategies and risks different from
those associated with ordinary portfolio securities transactions. The prices of
options are volatile and are influenced by, among other things, actual and
anticipated changes in the value of the underlying instrument,
including
the anticipated volatility, which are affected by fiscal and monetary policies
and by national and international political, changes in the actual or implied
volatility or the reference asset, the time remaining until the expiration of
the option contract and economic events. For the Fund in particular, the values
of the options contracts in which it invests are substantially influenced by the
value of PLTR. The Fund may experience substantial downside from specific option
positions and certain option positions held by the Fund may expire
worthless.
There
may at times be an imperfect correlation between the movement in values of
options contracts and the underlying instrument, and there may at times not be a
liquid secondary market for certain options
contracts.
Written
Options Risk. While
the Fund will collect premiums on the options it writes, the Fund’s risk of loss
if one or more of its options is exercised and expires in-the-money may
substantially outweigh the gains to the Fund from the receipt of such option
premiums. When selling a put option, the premium received by the Fund may not be
enough to offset a loss incurred by the Fund if the price of the Underlying
Stock at expiration is below the strike price by an amount equal to or greater
than the premium. When selling a call option, the premium received by the Fund
may not be enough to offset a loss incurred by the Fund if the price of the
Underlying Stock at expiration is above the strike price by an amount equal to
or greater than the premium.
Purchased
Call Options Risk.
If a call option is not sold when it has remaining value and if the market price
of the Underlying Stock remains less than or equal to the exercise price, the
buyer will lose its entire investment in the call option. There is no assurance
that a liquid market will exist when the buyer seeks to close out any option
position.
FLEX
Options Risk. Due
to their customization and potentially unique terms, FLEX Options may be less
liquid than other securities, such as standard exchange listed
options.
The
FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a
less
liquid market for the FLEX Options, liquidating the FLEX Options may require the
payment of a premium (for written FLEX Options) or acceptance of a discounted
price (for purchased FLEX Options) and may take longer to complete.
A
less
liquid trading market may adversely impact the value of the FLEX Options and
Fund shares and result in the Fund being unable to achieve its investment
objective. Less liquidity in the trading of the Fund’s FLEX Options could have
an impact on the prices paid or received by the Fund for the FLEX Options in
connection with creations and redemptions of the Fund’s shares. Depending on the
nature of this impact to pricing, the Fund may be forced to pay more for
redemptions (or receive less for creations) than the price at which it currently
values the FLEX Options. Such overpayment or under collection could reduce the
Fund’s ability to achieve its investment objective.
Additionally,
in a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price.
Swap
Agreements
Risk.
The
use of swap transactions is a specialized activity involving investment
techniques and risks different from those associated with ordinary portfolio
securities transactions. The success of the Fund in using swap agreements
depends on the ability of the Adviser to structure
such
agreements in accordance with the Fund’s investment objective and to identify
appropriate and creditworthy counterparties. Additionally, any financing,
transaction, or other costs associated with the use of swap agreements may
reduce the Fund’s returns. The swap agreements in which the Fund may invest are
generally traded in the over-the-counter market, which typically provides less
transparency than exchange-traded derivatives. In a standard swap transaction,
two parties agree to exchange the return (or differentials in rates of return)
earned or realized on particular predetermined reference assets or underlying
securities or instruments. The gross return to be exchanged or “swapped” is
calculated based on a notional amount, typically representing the value of a
hypothetical investment in the underlying asset or basket of securities. If the
Underlying Security experiences a significant movement that results in a
material decline in the Fund’s net asset value, the terms of the swap agreement
may permit or require the counterparty to close out the position. In such a
case, the Fund may be unable to enter into another swap agreement or similar
derivatives contract to maintain its desired exposure.
This
may prevent the Fund from achieving its investment objective, even if the
Underlying Security later recovers all or part of its
decline.
Market
Risk.
Market
risk
is
the
risk
that
a
particular
security,
or
Shares
in
general,
may
fall
in
value,
or
fail
to
rise.
Securities
are
subject
to
market
fluctuations
caused by such factors as economic, political, regulatory or market
developments, changes in interest rates, and perceived trends in securities
prices. Shares could decline in value or underperform other investments. In
addition, local, regional, or global events such as war, acts of terrorism,
spread of infectious diseases or other public health issues, recessions, or
other events could have a significant negative impact on the Fund and its
investments. Such events may affect certain geographic regions, countries,
sectors, and industries more significantly than others. Such events could
adversely affect the prices and liquidity of the
Fund’s
portfolio
securities
or
other
instruments
and
could
result
in
disruptions
in
the
trading
markets.
During
any
such
events,
Shares
may
trade
at
increased
premiums or discounts to their net asset value and the bid/ask spread on Shares
may widen.
As
a result, an investor could lose money over short or long periods of
time.
Clearing
Member Default Risk. Transactions
in some types of derivatives, including the options bought and sold by the Fund,
are required to be centrally cleared (“cleared derivatives”). In a transaction
involving cleared derivatives, the Fund’s counterparty is a clearing house, such
as the OCC, rather than a bank
or
broker.
Since
the
Fund
is
not
a
member
of
clearing
houses
and
only
members
of
a
clearing
house
(“clearing
members”)
can
participate
directly
in
the
clearing
house, the Fund will hold cleared derivatives through accounts at clearing
members. In cleared derivatives positions, the Fund will make payments
(including margin payments) to and receive payments from a clearing house
through their accounts at clearing members. Customer funds held at a clearing
organization in connection with any options contracts are held in a commingled
omnibus account and are not identified to the name of the clearing member’s
individual customers.
As
a result, assets deposited by the Fund with any clearing member as margin for
options may, in certain circumstances, be used to satisfy losses of other
clients of the Fund’s clearing member. In addition, although clearing members
guarantee performance of their clients’ obligations to the Fund’s or the
Underlying Stock’s clearing house, there is a risk that the assets of the Fund
might not be fully protected in the event of the clearing member’s bankruptcy,
as the Fund would be limited to recovering only a pro rata share of all
available funds segregated on behalf of the clearing member’s customers for the
relevant account class. The Fund is also subject to the risk that a limited
number of clearing members are willing to transact on the Fund’s behalf, which
heightens the risks associated with a clearing member’s default. This risk is
greater for the Fund as it seeks to hold options contracts on a single security,
and not a broader range of options contracts, which may limit the number of
clearing members that are willing to transact on the Fund’s behalf. If a
clearing member defaults the Fund could lose some or all of the benefits of a
transaction entered into by the Fund with the clearing member. If the Fund
cannot find a clearing member to transact with on the Fund’s behalf, the Fund
may be unable to effectively implement its investment
strategy.
Counterparty
Risk. Derivatives
are subject to counterparty risk, which is the risk that the other party in the
transaction will be unable or unwilling to fulfill its contractual obligation,
and the related risks of having concentrated exposure to such a counterparty.
Counterparty risk may arise because of the counterparty’s financial condition,
market activities, or for other reasons. The Fund may be unable to recover its
investment from the counterparty or may obtain a limited and/or delayed
recovery.
The
OCC acts as guarantor and central counterparty with respect to the options held
by the Fund.
As
a result, the ability of the Fund to meet its objective depends on the OCC being
able to meet its obligations. In the event that the OCC becomes insolvent or is
otherwise unable to meet its clearing and settlement obligations, the Fund could
suffer significant losses.
Transaction
Cost Risk. The
Fund will pay transaction costs, such as commissions or mark-ups in the
bid/offer spread on an option position, when it writes options. Because the Fund
“turns over” its option positions every month, it will incur high levels of
transaction costs.
While
the turnover of the option positions sold by the Fund is not deemed “portfolio
turnover” for accounting purposes, the economic impact to the Fund is similar to
what could occur if the Fund experienced high portfolio turnover (e.g., in
excess of 100% per year). The Fund’s high levels of transaction costs may result
in higher taxes when Shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example
thereunder, may affect the Fund’s performance.
Active
Management Risk. The
Fund is actively-managed and may not meet its investment objective based on the
success or failure of the Adviser or the Fund’s portfolio managers to implement
investment strategies for the Fund. The success of the Fund’s investment program
depends largely on the investment techniques applied by the
Adviser
and portfolio managers and the skill of the
Adviser
and/or portfolio manager in evaluating the value and risks associated with the
Fund investment strategy. It is possible the investment techniques employed on
behalf of the Fund will not produce the desired
results.
Special
Tax
Risk.
The
Fund
intends
to
elect
and
to
qualify
each
year
to
be
treated
as
a
regulated
investment
company
(“RIC”)
under
Subchapter
M
of
the
Code.
As a RIC, the Fund will not be subject to U.S. federal income tax on the portion
of its net investment income and net capital gain that it distributes to
Shareholders, provided that it satisfies certain requirements of the Code. If
the Fund does not qualify as a RIC for any taxable year and certain relief
provisions are
not
available,
the
Fund’s
taxable
income
will
be
subject
to
tax
at
the
Fund
level
and
to
a
further
tax
at
the
shareholder
level
when
such
income
is
distributed.
To comply with the asset diversification test applicable to a RIC, the Fund will
attempt to ensure that the value of options on shares of a single issuer does
not exceed 25% of the Fund’s value at the close of any quarter. If the value of
options on shares of a single issuer were to exceed 25% of the Fund’s total
assets at the end of a tax quarter, the Fund, generally, has a grace period to
cure such lack of compliance. If the Fund fails to timely cure, it may no longer
be eligible to be treated as a RIC.
ETF
Risks.
The
Fund
is
an
ETF
and,
as
a
result
of
an
ETF’s
structure,
is
exposed
to
the
following
risks:
Authorized
Participants
(“APs”),
Market
Makers,
and
Liquidity
Providers
Concentration
Risk.
The
Fund
has
a
limited
number
of
financial
institutions
that may act as
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 of the Fund 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 of the Fund. Due
to the costs of buying or selling shares of the Fund, including brokerage
commissions imposed by brokers
and
bid/ask
spreads,
frequent
trading
of
shares
of
the
Fund
may
significantly
reduce
investment
results
and
an
investment
in
shares
of
the
Fund
may not be advisable for investors who anticipate regularly making small
investments.
Shares
of the Fund May Trade at Prices Other Than NAV. As
with all ETFs, shares of the Fund may be bought and sold in the secondary market
at market
prices.
The
price
of
shares
of
the
Fund,
like
the
price
of
all
traded
securities,
will
be
subject
to
factors
such
as
supply
and
demand,
as
well
as
the
current
value
of
the
Fund’s
portfolio
holdings.
Although
it
is
expected
that
the
market
price
of
the
shares
of
the
Fund
will
approximate
the
Fund’s
NAV,
there may be times when the market price of the shares is more than the
NAV
intra-day
(premium) or less than the NAV
intra-day
(discount).
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 of the Fund are listed for trading on a national securities exchange,
Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that shares of the Fund will
trade with any volume, or at all, on any stock exchange
or
that
the
requirements
of
the
Exchange
or
any
exchange
necessary
to
maintain
the
listing
of
the
Fund
will
continue
to
be
met
or
will
remain
unchanged. An exchange or market may close early, close late or issue trading
halts on specific securities or financial instruments. As a result, the ability
to trade certain securities or financial instruments may be restricted, which
may disrupt the Fund’s creation and redemption process, potentially affect the
price at which the Fund’s shares trade in the secondary market, and/or result in
the Fund being unable to trade certain securities or financial instruments at
all. In these circumstances, the Fund may be unable to execute its options
strategy, may be unable to accurately price its investments and/or may incur
substantial trading losses. This risk may be greater for the Fund as it seeks to
have exposure to a single index as opposed to a more diverse portfolio like a
traditional pooled investment. If trading in the Fund’s shares are halted,
investors may be temporarily unable to trade shares of the Fund. In stressed
market conditions, the liquidity of shares of the Fund may begin to mirror the
liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than shares of the Fund, and this could lead to
differences between the market price of the shares of the Fund and the
underlying value of those shares. In the event of an unscheduled market close
for options contracts that reference a single stock, such as the Index’s
securities being halted or a market wide closure, settlement prices will be
determined by the procedures of the listing exchange of the options
contracts.
As
a
result,
the
Fund
could
be
adversely
affected
and
be
unable
to
implement
its
investment
strategies
in
the
event
of
an
unscheduled
closing.
Cybersecurity
Risk. Failures
or breaches of the electronic systems of the Fund and/or the Fund’s service
providers, including the Adviser, market makers, Authorized Participants or the
issuers of securities in which the Fund invests, have the ability to cause
disruptions, negatively impact the Fund’s business operations and/or potentially
result in financial losses to the Fund and its shareholders. While the Fund has
established business continuity plans and risk management systems seeking to
address system breaches or failures, there are inherent limitations in such
plans and systems. Furthermore, the Fund cannot control the cybersecurity plans
and systems of the
Adviser,
other service providers, market makers,
Authorized
Participants or issuers of securities in which the Fund
invests.
Liquidity
Risk. The
Fund’s investments are subject to liquidity risk, which exists when an
investment is or becomes difficult or impossible to purchase or sell
at
an advantageous time and price. If a transaction is particularly large or if the
relevant market is or becomes illiquid, it may not be possible to initiate a
transaction or liquidate a position, which may cause the Fund to suffer
significant losses and difficulties in meeting redemptions. Liquidity risk may
be the
result
of, among other things, market turmoil, the reduced number and capacity of
traditional market participants, or the lack of an active trading market.
Markets
for
securities
or
financial
instruments
could
be
disrupted
by
a
number
of
events,
including,
but
not
limited
to,
an
economic
crisis,
natural
disasters,
new
legislation or regulatory changes inside or outside the U.S. Liquid investments
may become less liquid after being purchased by the Fund, particularly during
periods of market stress. In addition, if a number of securities held by the
Fund stop trading, it may have a cascading effect and cause the Fund to halt
trading. Volatility
in
market
prices
will
increase
the
risk
of
the
Fund
being
subject
to
a
trading
halt.
Illiquid
securities
may
be
difficult
to
value,
especially
in
changing
or
volatile
markets.
If
the
Fund
is
forced
to
sell
an
illiquid
security
at
an
unfavorable
time
or
price,
the
Fund
may
be
adversely
impacted.
There
is
no
assurance
that
a security that is deemed liquid when purchased will continue to be
liquid.
Money
Market Instrument Risk. The
Fund may use a variety of money market instruments for cash management purposes,
including money market funds, depositary accounts and repurchase agreements.
Money market funds may be subject to credit risk with respect to the debt
instruments in which they invest. Depository accounts may be subject to credit
risk with respect to the financial institution in which the depository account
is held. Repurchase agreements may be subject to market and credit risk related
to the collateral securing the repurchase agreement. Money market instruments
may lose money.
New
Fund Risk. The
Fund is new with no operating history. As a result, there can be no assurance
that the Fund will grow to or maintain an economically viable size, as a result
of which it could ultimately liquidate. The Fund’s distributor does not maintain
a secondary market in Fund shares.
Non-Diversification
Risk.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or
a
smaller
number
of
issuers
than
if
it
were
a
diversified
fund.
As
a
result,
the
Fund
may
be
more
exposed
to
the
risks
associated
with
and
developments
affecting
an individual issuer or a smaller number of issuers than a fund that invests
more widely.
This
may increase the Fund’s volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on the Fund’s
performance.
Operational
Risk. The
Fund is exposed to operational risks arising from a number of 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 and
the Adviser seek to reduce these operational risks through controls and
procedures. However, these measures do not address every possible risk and may
be inadequate to address significant operational
risks.
Valuation
Risk.
Independent
market
quotations
for
certain
investments
held
by
the
Fund
may
not
be
readily
available,
and
such
investments
may
be
fair
valued
or valued by a pricing service at an evaluated price. These valuations involve
subjectivity and different market participants may assign different prices to
the same investment.
As
a result, there is a risk that the Fund may not be able to sell an investment at
the price assigned to the investment by the Fund. In addition, the securities in
which the Fund invests may trade on days that the Fund does not price its
shares; as a result, the value of Fund shares may change on days
when
investors cannot purchase or sell their Fund
holdings.
Fund
Performance
Performance
information for the Fund is not included because the Fund did not have a full
calendar year of performance prior to the date of this
Prospectus. In the future, performance for the Fund will be
presented in this section.
When provided,
the information will provide some indication of the risks of investing in the
Fund by showing changes in the Fund’s performance from year to year and how the
Fund’s average annual returns compare with a broad measure of market
performance. The Fund’s past performance
(before and after taxes) is not necessarily an indication of how the Fund will
perform in the future. Updated performance
information
will be available on the Fund’s website at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-pltr-monthly-etf
or by calling the Fund toll-free at 1-866-5Themes (1-866-584-3637).
Management
Investment
Adviser
Themes
Management
Company,
LLC
(the
“Adviser”)
serves
as
investment
adviser
to
the
Fund.
Portfolio
Managers
Calvin
Tsang, CFA, Head of Product Management & Development of the Adviser, Dingxun
(Kevin) Shao, Vice President, Product Management & Development
of
the
Adviser,
and
Paul
Bartkowiak,
Associate
Vice
President,
Portfolio
Management
of
the
Adviser,
are
jointly
and
primarily
responsible
for
the
day-to-day management of the Fund and have served as portfolio managers since
the Fund’s inception.
Buying
and
Selling
Fund
Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased 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).
The
Fund generally issues and redeems shares at NAV
only
in large blocks of shares known as “Creation Units,” which only institutions or
large investors 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 that the Fund specifies
each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a
seller
is
willing
to
accept
for
Shares
(ask)
when
buying
or
selling
Shares
in
the
secondary
market
(the
“bid-ask
spread”).
Recent
information
about
the
Fund,
including
its net asset value, market price, premiums and discounts, and bid-ask spreads
is available on the Fund’s website at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-pltr-monthly-etf.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged retirement account. Distributions may be taxable upon
withdrawal from tax-deferred accounts.
Payments
to
Broker-Dealers
and
Other
Financial
Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the
Adviser
and its related companies may pay the intermediary for activities related to the
marketing and promotion of the Fund. These payments may create a conflict of
interest by influencing the broker-dealer or other intermediary and your sales
person to recommend the Fund over another investment. Ask your sales person or
visit your financial intermediary’s website for more information.
Leverage
Shares
2x
Capped
Accelerated
TSLA
Monthly
ETF
Investment
Objective
The
Leverage
Shares
2x
Capped
Accelerated
TSLA
Monthly
ETF
(the
“Fund”)
is
an
exchange-traded
fund
(“ETF”)
that
seeks
to
provide
approximately
twice
(2x)
the positive share price return of Tesla, Inc. (“TSLA” or the “Underlying
Stock”) up to an approximate upside limit, while seeking to approximately track
the negative share price return of the Underlying Stock, over each full calendar
month.
Fees
and
Expenses
of
the
Fund
The
following table describes the fees and expenses 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.
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|
|
| |
|
Annual
Fund
Operating
Expenses
(expenses
that
you
pay
each
year
as
a
percentage
of
the
value
of
your
investment) |
|
Management
Fees |
0.75% |
|
Distribution
and/or
Service
(12b-1)
Fees |
None |
|
Other
Expenses |
0.02% |
|
Total
Annual
Fund
Operating
Expenses |
0.77% |
Example
The
following example is intended to help retail investors compare the cost of
investing in the Fund with the cost of investing in other funds. It illustrates
the hypothetical expenses that such investors would incur over various periods
if they were to invest $10,000 in the Fund for the time periods indicated and
then redeem all of the Shares at the end of those periods.
This
example assumes that the Fund provides a return of 5% a year and that operating
expenses remain the same.
Although your
actual costs may be higher or lower, based on these assumptions, your costs
would be:
|
|
|
|
|
|
|
|
|
|
|
| |
| 1
Year |
3
Years |
5
Years |
10
Years |
| $79 |
$246 |
$428 |
$954 |
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 Fund
Shares are held in a taxable account. These costs, which are not reflected in
annual fund operating expenses or in the example, affect the Fund’s performance.
For the fiscal period August 12, 2025 (commencement of operations) through
October 31, 2025, the Fund’s portfolio turnover rate was 0% of the average value of its
portfolio.
Principal
Investment
Strategies
of
the
Fund
The
Fund seeks to provide certain pre-determined outcomes (the “Outcomes”) based on
the performance of the share price of Tesla, Inc. (NASDAQ: TSLA)
(“TSLA”
or
the
“Underlying
Stock”)
for
investors
who
hold
Fund
shares
over
a
full
calendar
month
(the
“Outcome
Period”).
The
Outcomes
sought
by
the
Fund
are:
●Approximately
twice
(2x)
the
share
price
return
of
the
Underlying
Stock
(the
“Accelerated
Return”),
up
to
an
approximate
upside
limit
(the
“Approximate Cap”), and
●Downside
performance
that
approximately
tracks
one
for
one
the
negative
share
price
return
of
the
Underlying
Stock.
The
Fund
does
not
provide
a
buffer, floor or other protection against losses.
The
Outcomes are intended to be realized only by investors who hold Fund shares at
the outset of the Outcome Period and continue to hold the shares through
the
end
of
the
Outcome
Period.
Specifically,
in
order
to
hold
Fund
shares
for
the
entirety
of
an
Outcome
Period,
an
investor
must
buy
or
continue
holding
shares
at the close on the last trading day of the prior Outcome Period and sell or
continue holding the shares at the close on the last trading day of the
current
Outcome
Period.
If
investors buy Fund shares after the start of the Outcome Period or sell Fund
shares before the Outcome Period concludes, they may experience returns that
differ significantly from the Outcomes. These include experiencing little or no
gains related to the
Accelerated
Return or the Underlying Stock and losses that are
greater
than
the
Underlying
Stock’s
losses.
The
Fund
does
not
provide
a
buffer,
floor
or
other
protection
against
losses.
If
the
Underlying
Stock’s
share
price
decreases in value over the duration of the Outcome Period, the Fund seeks to
provide Fund shareholders that hold Fund shares for the entire Outcome Period
with a return that matches the decrease in value experienced by the Underlying
Stock. The Outcomes may not be achieved, and investors may lose some or
all
of
their money.
The
Fund
will
be
offered
indefinitely
and
is
not
intended
to
terminate
after
one
or
more
Outcome
Periods.
The
Current
Outcome
Period
For
the current Outcome Period of February
1,
2026 and ending on
February
28, 2026, the Approximate
Cap
is
11.62%,
before
taking
into
account
any
fees
or
expenses
charged
to,
or
transaction
costs
incurred
by,
the
Fund.
When
the
Fund’s
annualized
management fee of 0.75% of its average daily net assets is taken into account,
the
Approximate
Cap for the current Outcome Period is reduced to 11.56%. The returns that the
Fund seeks to provide do not take into account expenses incurred by the Fund.
Please visit the Fund’s page at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-tsla-monthly-etf
for
more
information
about
the
potential
outcomes
of
an
investment
in the Fund during the current Outcome Period, including the remaining
Approximate Cap.
The
Fund’s
Use
of
Options
The
Fund principally buys and sells customized options that reference the Underlying
Stock. The options in which the Fund transacts (typically, equity
exchange-traded options contracts) are referred to generally as Flexible
Exchange Options (“FLEX Options”).
The
Fund may transact in other exchange-traded options that reference the price
performance of the Underlying Stock.
An
options contract is an agreement between a buyer and seller that gives the
purchaser of the option the right but not the obligation to buy (in the case of
a call option) or sell (in the case of a put option) a particular financial
instrument at a specified future date for an agreed-upon price, commonly known
as the “strike price”. When the Fund buys a call option, it pays a premium and
receives the right, but not the obligation, to purchase shares of the Underlying
Stock or other reference
asset
at
a
strike
price
by
or
on
the
expiration
date.
If
the
Fund
buys
a
put
option,
it
pays
a
premium
and
receives
the
right,
but
not
the
obligation,
to
sell
shares of the Underlying Stock or other reference asset at a strike price by or
on the expiration date. When the Fund writes (sells) a call option, it receives
a premium and gives the purchaser of the option the right to purchase from the
Fund shares of the Underlying Stock or other reference asset at a strike price
by or on the expiration date.
When
the Fund writes (sells) a put option, it receives a premium and gives the
purchaser of the option the right to sell to the Fund shares of the Underlying
Stock or other reference asset at a strike price by or on expiration
date.
FLEX
Options provide the ability to customize key option contract terms such as
strike price, style and expiration date. The options in which the Fund invests
are European style, meaning they are exercisable at the strike price only on the
expiration date. The Fund typically trades options that expire at or around
the
end
of each Outcome Period. The options are guaranteed for settlement by the Options
Clearing Corporation (the “OCC”), a market clearinghouse that guarantees the
performance by counterparties to certain derivatives contracts. The OCC may make
adjustments to FLEX Options for certain significant
events.
As
an in-the-money option held by the Fund approaches its expiration date, its
value typically will increasingly move with the value of its reference asset,
such as the Underlying Stock. However, the value of the options may change
because of factors other than the value of the reference asset, including
interest rate changes, dividends, the actual and perceived volatility of the
reference asset, the remaining time until the options expire, limitations
established by options exchanges, and trading conditions in the options market,
among others. Due to these factors, the value of the options typically does not
increase or decrease at the same rate as the Underlying Stock’s share price on a
day-to-day basis. As a result, the Fund’s net asset value per share (“NAV”) may
not increase or decrease at the same rate as the Underlying Stock’s share
price.
Outcomes
Targeted
by
the
Fund
For
each Outcome Period, the Fund obtains exposure to the share price return of the
Underlying Stock by creating a synthetic long position in the Underlying
Stock
by
buying
a
call
option
and
selling
a
put
option,
each
with
a
strike
price
that
is
approximately
at-the-money
(“ATM”)
relative
to
the
Underlying
Stock
and
expiring
in
one
month
or
later,
that
references
the
price
performance
of
the
Underlying
Stock.
Alternatively,
the
Fund
may
choose
to
use
swaps
to
gain
exposure
to the share price return of the Underlying Stock. The
Accelerated
Return and
Approximate
Cap are typically created by trading a set of three call options, as described
below, at the close of the last trading day of the prior Outcome
Period.
Accelerated
Return. The
Fund creates the Accelerated Return by buying one ATM call with one month to
expiration (the “Accelerated Return Call”). This exposure to the Underlying
Stock, combined with the Fund’s investment in the synthetic long position in the
Underlying Stock, creates the approximately double upside return.
Approximate
Cap. The
Fund creates the
Approximate
Cap by selling two call options that are each equal to the notional value of
the
Accelerated
Return Call and the synthetic long position in the Underlying Stock. Each of
these call options have a higher, out-of-the-money strike price relative to the
Underlying Stock’s share price (the “Cap Options”). The Fund uses the premium
collected from selling the Cap Options to cover the premium that it pays to buy
the Accelerated
Return
Call.
The
Cap
Options’
higher
strike
price
prevents
the
Fund
from
realizing
the
benefit
of
any
increase
in
the
Underlying
Stock’s
share
price
above that strike price.
The
Approximate
Cap for an Outcome Period is approximately twice the upside return implied by
the strike price of the Cap Options for that Outcome Period. For example, if the
Fund sets the strike price of the sold Cap Options at approximately 5% above the
starting price of the Underlying Stock (e.g., 105% of its initial value), the
Approximate Cap for the Fund would be approximately 110% of the Fund’s initial
value. This reflects the Fund’s upside participation rate of approximately 2x
the potential appreciation of the Underlying Stock between 100% and 105%. Even
if the Underlying Stock appreciates beyond the higher-strike Cap
Options’
call
level of 105% of its initial value, the maximum return the Fund can achieve
during the Outcome Period would be approximately 10%.
The
Approximate
Cap for each Outcome Period is determined on the last trading day of the
preceding month. The strike price for the Cap Options depends on the market
conditions when the option is sold and likely will be different for each Outcome
Period, resulting in a different
Approximate
Cap for each Outcome Period. For example, the
Approximate
Cap for July will be set based on market conditions at the close of trading on
the last trading day in June. If the Shares
are
held for an entire Outcome Period, this structure seeks to allow for amplified
gains in moderately bullish markets, while exposing investors to 1x downside
losses.
The
Fund’s Accelerated Return and Approximate Cap (net of the management fee) for
the current Outcome Period, along with the Fund’s current position relative to
the Outcomes, is available and updated daily on the Fund’s page at http://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-tsla-monthly-etf
.
On
the last trading day of each Outcome Period, the Fund will trade a new set of
options to create the synthetic long position in the Underlying Stock, the
Accelerated Return and
Approximate
Cap for the next Outcome Period. For example, on the last trading day of July,
the Fund would establish a new structure for August, and on the last trading day
of August, it would establish the structure for September. After the close of
business on the last trading day of
the
Outcome Period, the Fund will file a prospectus supplement that discloses the
Approximate Cap (gross and net of its management fee) for the next Outcome
Period.
On
a day-to-day basis, the Fund is expected to hold collateral for its derivative
positions. For this purpose, the Fund may invest in money market funds, deposit
accounts with institutions with high quality (investment grade) credit ratings,
and/or short-term debt instruments that have terms-to-maturity of less than 397
days and exhibit high quality (investment grade) credit profiles, including U.S.
government securities and repurchase agreements.
Outcome
Period
The
Outcomes for an Outcome Period apply only to Fund shares that are held over the
entire Outcome Period.
An
investor who purchases Fund shares after the beginning of an Outcome Period or
who sells Fund shares before the end of an Outcome Period may not fully realize
the Approximate Cap for the Outcome Period and may experience price returns that
are different from the Outcomes. This is because, while the Outcomes are fixed
levels that are calculated in
relation
to the Underlying Stock’s price and the Fund’s NAV
at
the start of that Outcome Period and generally remain constant throughout the
Outcome Period, an
investor
who
transacts
in
Fund
shares
during
the
Outcome
Period
will
likely
do
so
at
a
price
that
is
different
from
the
Fund’s
NAV
at
the
start
of
the
Outcome
Period.
For
example, if an investor purchases Fund shares during an Outcome Period at a time
when the Underlying Stock’s share price has increased from its price at the
beginning of the Outcome Period, the investor’s upside limit may be lower than
the
Approximate
Cap and the investor may experience losses that exceed
the
losses of the Underlying Stock for the remainder of the Outcome Period.
Conversely, if an investor purchases Fund shares during an Outcome Period at a
time
when
the
Underlying
Stock’s
share
price
has
decreased
from
its
price
at
the
beginning
of
the
Outcome
Period,
the
Fund
may
require
a
larger
increase
in
the
Underlying Stock’s share price before it reaches the Accelerated
Return.
Fund
and
Underlying
Stock
Performance
If
there are any inflows, or creation transactions, for the Fund during an Outcome
Period, the Fund will typically seek to trade the same set of options as
described above. This will occur even in circumstances where the Fund would
receive a negligible premium for selling the Cap Options, which may give up more
sizable returns to the extent that the option later becomes
in-the-money.
The
Fund’s
market
value
and
NAV
may
not
correlate
with
the
Underlying
Stock.
In
periods
of
extreme
market
volatility,
the
Fund’s
return
may
be
subject
to
an
upside limit significantly below the
Approximate
Cap and a downside that is significantly greater than the price return of the
Underlying Stock. Investors may lose their entire investment, and an investment
in the Fund is appropriate only for investors willing to bear those
losses.
Under
normal market conditions, the Fund invests at least 80% of its net assets (plus
any borrowings for investment purposes) in securities or other instruments
that
provide
exposure
to
TSLA.
The
Fund
will
consider
the
notional
value
of
its
options
positions
for
the
purpose
of
assessing
compliance
with
this
80%
Policy.
The
Underlying
Stock
Tesla,
Inc.
Tesla,
Inc. (“Tesla”)is an automotive and energy company that designs, develops,
manufactures, and sells electric vehicles and energy generation and energy
storage products, and provides related services. The common stock of Tesla
(TSLA) is registered under the Securities
Exchange
Act
of
1934,
as
amended
(the
“Exchange
Act”).
Information
provided
to
or
filed
with
the
Securities
and
Exchange
Commission
(“SEC”)
by
Tesla pursuant to the Exchange Act can be located by reference to the SEC file
number 001-34756 through the SEC’s website at www.sec.gov. In addition,
information
regarding
Tesla
may
be
obtained
from
other
sources
including,
but
not
limited
to,
press
releases,
newspaper
articles
and
other
publicly
disseminated
documents.
This
prospectus relates only to the securities offered hereby and does not relate to
the shares of TSLA or other securities of Tesla. The Fund has
derived
all
disclosures
contained
in
this
document
regarding
Tesla
from
the
publicly
available
documents.
Neither
the
Fund,
the
Trust,
the
Adviser
nor
any affiliate has participated in the preparation of such documents. Neither the
Fund, the Trust, the Adviser nor any of their respective affiliates makes any
representation that such publicly available documents or
any
other
publicly
available information regarding
Tesla
is accurate or
complete.
Furthermore, the Fund cannot give any assurance that all events occurring prior
to the date of the prospectus (including events that would affect the accuracy
or completeness of the publicly available documents described above) that would
affect the trading price of TSLA have been publicly disclosed. Subsequent
disclosure of any such events or the disclosure of, or failure to disclose,
material future events concerning Tesla could affect the value of the Fund’s
investments with respect to TSLA
and
therefore the value of the Fund.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or a smaller number of issuers
than
if
it
were
a
diversified
fund.
As
a
result
of
its
investment
strategy,
the
Fund
will
be
concentrated
in
the
industry
to
which
Tesla
is
assigned
(i.e.,
hold
25%
or
more of its total assets in investments that provide exposure to the industry to
which TSLA
is
assigned).
As
of the date of this prospectus, Tesla is assigned to the automotive
industry.
Principal
Risks
of
Investing
in
the
Fund
The
Fund
has
characteristics
unlike
many
traditional
products
and
may
not
be
appropriate
for
all
investors.
You
can
lose
money
on
your
investment
in
the
Fund. The Fund is subject to the risks summarized
below. Some or all of these risks may adversely affect the Fund’s net asset
value per share (“NAV”), trading price, yield, total return and/or ability to
meet its objectives. For more information about the risks of investing in the
Fund, see the section in the Fund’s prospectus entitled “Additional Information
about the Principal Risks of Investing in the Funds.” Each risk summarized below
is considered a “principal risk” of investing in the Fund, regardless of the
order in which it appears.
Accelerated
Return Risk. There
can be no guarantee that the Fund will be successful in its strategy to provide
approximately twice the positive share price return, if any, of the Underlying
Stock over an Outcome Period, subject to an
Approximate
Cap. If an investor purchases Fund shares after the beginning of an Outcome
Period or does not stay invested in the Fund for the entirety of the Outcome
Period, the returns realized by the investor may not match those that the Fund
seeks to achieve. In addition, because the Fund is designed to achieve Outcomes
that change for each one month Outcome Period, the Outcomes that are achieved by
the Fund for a one month Outcome Period will be different than the Outcomes
achieved by the Fund over multiple Outcome Periods, or on an annualized basis.
Similarly, investors holding Shares over multiple Outcome Periods will
experience different investment results than holding a fund that has a longer
Outcome Period (e.g., three months or one year).
Approximate
Cap Risk. The
Fund’s strategy seeks to provide returns that are subject to an Approximate Cap,
whose level depends on prevailing market conditions (e.g., volatility, interest
rates, dividends, and other factors) at the time that the
Approximate
Cap is set. The
Approximate
Cap may rise or fall from one
Outcome
Period
to
the
next,
sometimes
to
a
significant
extent,
and
is
unlikely
to
remain
the
same
for
consecutive
Outcome
Periods.
If
the
Underlying
Stock
experiences gains in excess of the Approximate Cap for an Outcome Period, the
Fund will not participate in any gains beyond the Approximate Cap and will
underperform the Underlying Stock. In periods of extreme market volatility, the
Fund’s return may be significantly below the
Approximate
Cap.
Outcome
Period
Risk.
The
Approximate
Cap
for
an
Outcome
Period
applies
to
Fund
shares
held
over
the
entire
Outcome
Period.
If
an
investor
purchases
Fund
shares after an Outcome Period begins or sells Fund shares prior to the end of
an Outcome Period, the returns realized by the investor will not match those
that the Fund seeks to provide. Further, because the Fund is designed to produce
returns that are twice those of the price return of the Underlying Stock
(subject to the
Approximate
Cap) on the last day of the Outcome Period, if an investor sells Shares before
the end of an Outcome Period such investor may sell at a point where the Fund’s
performance does not exceed the performance of the Underlying Stock over the
Outcome Period, and therefore may sell at a point where the Fund has
underperformed the Underlying Stock. If the Outcome Period has begun and the
Fund has increased in value to a level near the Cap, an investor purchasing
Shares at that price has little or no ability to achieve gains relating to the
Underlying Stock or the Accelerated Return but remains vulnerable to downside
risks.
Issuer-Specific
(Tesla) Investing Risk. Issuer-specific
attributes may cause an investment held by the Fund to be more volatile than the
market generally.
The
value of an individual security or particular type of security may be more
volatile than the market as a whole and may perform differently from the value
of the market as a whole. In addition to the risks associated generally with
operating companies, electric and autonomous vehicles, automotive and components
industry, Tesla faces risks that include, but are not limited to: supply chain
disruptions, manufacturing and production delays, and increases in raw material,
energy, and labor costs; fluctuations in demand for its vehicles and energy
products; product liability claims and regulatory scrutiny related to vehicle
safety and autonomous driving features; its ability to attract, hire, and retain
highly skilled personnel; and its reliance on key executives, including Elon
Musk, its Chief Executive Officer. Tesla’s stock price has been and may continue
to be highly volatile due to a variety of factors, including operating
performance, market perception, and broader market conditions.
Tesla
holds digital assets, including Bitcoin, as part of its treasury operations. The
market value of such assets can be highly volatile, and changes in their value
may adversely affect the Tesla’s financial condition, operating results, or
stock price. Because the Fund seeks daily investment results that correspond to
twice the daily performance of Tesla’s common stock, increased volatility in
Tesla's stock may result in increased volatility of the Fund. The
Fund does not invest directly in digital assets.
Any of these risks could materially and adversely affect the company’s business,
financial condition, results of operations, and
prospects.
Indirect
Investment Risk. Tesla
is not affiliated with the Trust, the
Adviser
or any affiliates thereof and is not involved with this offering in any way and
has no obligation to consider the Fund in taking any corporate actions that
might affect the value of the Fund. The Trust, the Fund and any affiliate are
not responsible for the performance of Tesla and make no representation as to
the performance of TSLA. Investing in the Fund is not equivalent to investing in
TSLA. Fund shareholders will not have voting rights or rights to receive
dividends or other distributions or any other rights with respect to
TSLA.
Concentration
Risk. The
Fund is concentrated in the industry to which Tesla is assigned (i.e., hold more
than 25% of its total assets in investments that provide exposure to the
industry to which Tesla is assigned).
A
portfolio
concentrated in a particular industry may present more risks than a portfolio
broadly diversified over several industries.
As
of the date of this prospectus, TSLA
is
assigned to the automotive and components industry.
Automobiles
and Components Industry Risk.
The automobiles and components industry undergoes rapid transformation driven by
technological innovation, evolving emissions regulations, and shifting consumer
preferences. Companies face substantial competition, including from new market
entrants in electric vehicles (EVs) and mobility services. Capital-intensive
research and development is required to keep pace in electrification, autonomous
driving, and connected-vehicle technologies. Companies developing or deploying
autonomous driving technologies are subject to a range of risks, including
technological failures, cybersecurity breaches, and system malfunctions.
Regulatory requirements and liability frameworks for autonomous vehicles are
evolving, and non-compliance or accidents could result in litigation, financial
losses, or reputational harm. Delays in adoption, competitive pressures, or
consumer resistance could also adversely affect the company’s results of
operations and market position. Supply chain disruptions, such as shortages of
semiconductors, and tariff changes can adversely impact production.
Additionally, macroeconomic factors influencing consumer demand, like interest
rates and disposable income, can materially affect revenues and
earnings.
Sector
Risk.
To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors.
Consumer
Discretionary Sector Risk.
Because companies in the consumer discretionary sector manufacture products and
provide discretionary services directly
to
the
consumer,
the
success
of
these
companies
is
tied
closely
to
the
performance
of
the
overall
domestic
and
international
economy,
including
the
functioning of the global supply chain, interest rates, competition and consumer
confidence. Success depends heavily on disposable household income and consumer
spending and may be strongly affected by social trends and marketing
campaigns.
Also,
companies in the consumer discretionary sector may be subject to severe
competition, which may have an adverse impact on a company’s profitability.
Changes in demographics and consumer tastes also can affect the demand for, and
success of, consumer discretionary products in the
marketplace.
Derivatives
Risk.
The
Fund’s investments in derivatives may pose risks in addition to, and greater
than, those associated with directly investing in securities or other ordinary
investments, including risk related to the market, imperfect correlation with
underlying investments, higher price volatility, lack of availability,
counterparty risk, liquidity, valuation and legal restrictions. The use of
derivatives is a highly specialized activity that involves investment techniques
and risks different from those associated with ordinary portfolio securities
transactions. Derivatives, including the options used by the Fund, may create
investment leverage, which could result in greater price volatility than other
markets and losses that significantly exceed the Fund’s original investment. The
use of derivatives may result in larger losses or smaller gains than directly
investing in securities. When the Fund uses derivatives, there may be an
imperfect correlation between the value of the Underlying Stock and the
derivative, which may prevent the Fund from achieving its investment objective.
Because derivatives often require only a limited initial investment, the use of
derivatives may expose the Fund to losses in excess of those amounts initially
invested. In addition, the Fund’s investments in derivatives are subject to the
following risks:
Options
Contracts Risk. The
use of options contracts involves investment strategies and risks different from
those associated with ordinary portfolio securities transactions. The prices of
options are volatile and are influenced by, among other things, actual and
anticipated changes in the value of the underlying instrument, including the
anticipated volatility, which are affected by fiscal and monetary policies and
by national and international political, changes in the actual or implied
volatility or the reference asset, the time remaining until the expiration of
the option contract and economic events. For the Fund in particular, the values
of the options contracts in which it invests are substantially influenced by the
value of TSLA. The Fund may experience substantial downside from specific option
positions and certain option positions held by the Fund may expire
worthless.
There
may at times be an imperfect correlation between the movement in values of
options contracts and the underlying instrument, and there may at times not be a
liquid secondary market for certain options
contracts.
Written
Options Risk. While
the Fund will collect premiums on the options it writes, the Fund’s risk of loss
if one or more of its options is exercised and expires in-the-money may
substantially outweigh the gains to the Fund from the receipt of such option
premiums. When selling a put option, the premium received by the Fund may not be
enough to offset a loss incurred by the Fund if the price of the Underlying
Stock at expiration is below the strike price by an amount equal to or greater
than the premium. When selling a call option, the premium received by the Fund
may not be enough to offset a loss incurred by the Fund if the price of the
Underlying Stock at expiration is above the strike price by an amount equal to
or greater than the premium.
Purchased
Call Options Risk.
If a call option is not sold when it has remaining value and if the market price
of the Underlying Stock remains less than or equal to the exercise price, the
buyer will lose its entire investment in the call option. There is no assurance
that a liquid market will exist when the buyer seeks to close out any option
position.
FLEX
Options Risk. Due
to their customization and potentially unique terms, FLEX Options may be less
liquid than other securities, such as standard exchange listed
options.
The
FLEX Options are listed on an exchange; however, no one can guarantee that a
liquid secondary trading market will exist for the FLEX Options. In the event
that trading in the FLEX Options is limited or absent, the value of the Fund’s
FLEX Options may decrease. In a
less
liquid market for the FLEX Options, liquidating the FLEX Options may require the
payment of a premium (for written FLEX Options) or acceptance of a discounted
price (for purchased FLEX Options) and may take longer to complete.
A
less
liquid trading market may adversely impact the value of the FLEX Options and
Fund shares and result in the Fund being unable to achieve its investment
objective. Less liquidity in the trading of the Fund’s FLEX Options could have
an impact on the prices paid or received by the Fund for the FLEX Options in
connection with creations and redemptions of the Fund’s shares. Depending on the
nature of this impact to pricing, the Fund may be forced to pay more for
redemptions (or receive less for creations) than the price at which it currently
values the FLEX Options. Such overpayment or under collection could reduce the
Fund’s ability to achieve its investment objective.
Additionally,
in a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price.
Swap
Agreements
Risk.
The
use of swap transactions is a specialized activity involving investment
techniques and risks different from those associated with ordinary portfolio
securities transactions. The success of the Fund in using swap agreements
depends on the ability of the Adviser to structure
such
agreements in accordance with the Fund’s investment objective and to identify
appropriate and creditworthy counterparties. Additionally, any financing,
transaction, or other costs associated with the use of swap agreements may
reduce the Fund’s returns. The swap agreements in which the Fund may invest are
generally traded in the over-the-counter market, which typically provides less
transparency than exchange-traded derivatives. In a standard swap transaction,
two parties agree to exchange the return (or differentials in rates of return)
earned or realized on particular predetermined reference assets or underlying
securities or instruments. The gross return to be exchanged or “swapped” is
calculated based on a notional amount, typically representing the value of a
hypothetical investment in the underlying asset or basket of securities. If the
Underlying Security experiences a significant movement that results in a
material decline in the Fund’s net asset value, the terms of the swap agreement
may permit or require the counterparty to close out the position. In such a
case, the Fund may be unable to enter into another swap agreement or similar
derivatives contract to maintain its desired exposure.
This
may prevent the Fund from achieving its investment objective, even if the
Underlying Security later recovers all or part of its
decline.
Distribution
Risk. The
Fund currently expects to make distributions on a monthly basis. Such frequent
distributions may expose investors to increased tax liabilities. However, these
distributions may exceed the Fund’s income and gains for the Fund’s taxable
year. Distributions in excess of the Fund’s current and accumulated earnings and
profits will be treated as a return of capital. A return of capital distribution
generally will not be taxable but will reduce the shareholder’s cost basis and
will result in a higher capital gain or lower capital loss when those Fund
Shares on which the distribution was received are sold. Once a Fund
shareholder’s cost basis is reduced to zero, further distributions will be
treated as capital gain if the Fund shareholder holds Fund Shares as capital
assets. Additionally, any capital returned through distributions will be
distributed after payment of Fund fees and expenses. Because a portion of the
Fund’s distributions may consist of return of capital, the Fund may not be an
appropriate investment for investors who do not want their principal investment
in the Fund to decrease over time or who do not wish to receive return of
capital in a given period. In the event that a shareholder purchases Fund Shares
shortly
before
a distribution by the Fund, the entire distribution may be taxable to the
shareholder even though a portion of the distribution effectively represents a
return of the purchase price.
There
is no assurance that the Fund will make a distribution in any given month. If
the Fund does make distributions, the amounts of such distributions will likely
vary greatly from one distribution to the next.
When
the Fund makes a distribution, the Fund’s NAV
will
typically drop by the amount of the distribution on
the
related
ex-dividend
date.
The
repeated
payment
of
distributions
by
the
Fund,
if
any,
may
significantly
erode
the
Fund’s
NAV
and
trading
price
over
time.
As a result, an investor may suffer significant losses to their
investment.
Market
Risk.
Market
risk
is
the
risk
that
a
particular
security,
or
Shares
in
general,
may
fall
in
value,
or
fail
to
rise.
Securities
are
subject
to
market
fluctuations
caused by such factors as economic, political, regulatory or market
developments, changes in interest rates, and perceived trends in securities
prices. Shares could decline in value or underperform other investments. In
addition, local, regional, or global events such as war, acts of terrorism,
spread of infectious diseases or other public health issues, recessions, or
other events could have a significant negative impact on the Fund and its
investments. Such events may affect certain geographic regions, countries,
sectors, and industries more significantly than others. Such events could
adversely affect the prices and liquidity of the
Fund’s
portfolio
securities
or
other
instruments
and
could
result
in
disruptions
in
the
trading
markets.
During
any
such
events,
Shares
may
trade
at
increased
premiums or discounts to their net asset value and the bid/ask spread on Shares
may widen.
As
a result, an investor could lose money over short or long periods of
time.
Clearing
Member Default Risk. Transactions
in some types of derivatives, including the options bought and sold by the Fund,
are required to be centrally cleared (“cleared derivatives”). In a transaction
involving cleared derivatives, the Fund’s counterparty is a clearing house, such
as the OCC, rather than a bank
or
broker.
Since
the
Fund
is
not
a
member
of
clearing
houses
and
only
members
of
a
clearing
house
(“clearing
members”)
can
participate
directly
in
the
clearing
house, the Fund will hold cleared derivatives through accounts at clearing
members. In cleared derivatives positions, the Fund will make payments
(including margin payments) to and receive payments from a clearing house
through their accounts at clearing members. Customer funds held at a clearing
organization in connection with any options contracts are held in a commingled
omnibus account and are not identified to the name of the clearing member’s
individual customers.
As
a result, assets deposited by the Fund with any clearing member as margin for
options may, in certain circumstances, be used to satisfy losses of other
clients of the Fund’s clearing member. In addition, although clearing members
guarantee performance of their clients’ obligations to the Fund’s or the
Underlying Stock’s clearing house, there is a risk that the assets of the Fund
might not be fully protected in the event of the clearing member’s bankruptcy,
as the Fund would be limited to recovering only a pro rata share of all
available funds segregated on behalf of the clearing member’s customers for the
relevant account class. The Fund is also subject to the risk that a limited
number of clearing members are willing to transact on the Fund’s behalf, which
heightens the risks associated with a clearing member’s default. This risk is
greater for the Fund as it seeks to hold options contracts on a single security,
and not a broader range of options contracts, which may limit the number of
clearing members that are willing to transact on the Fund’s behalf. If a
clearing member defaults the Fund could lose some or all of the benefits of a
transaction entered into by the Fund with the clearing member. If the Fund
cannot find a clearing member to transact with on the Fund’s behalf, the Fund
may be unable to effectively implement its investment
strategy.
Counterparty
Risk. Derivatives
are subject to counterparty risk, which is the risk that the other party in the
transaction will be unable or unwilling to fulfill its contractual obligation,
and the related risks of having concentrated exposure to such a counterparty.
Counterparty risk may arise because of the counterparty’s financial condition,
market activities, or for other reasons. The Fund may be unable to recover its
investment from the counterparty or may obtain a limited and/or delayed
recovery.
The
OCC acts as guarantor and central counterparty with respect to the options held
by the Fund.
As
a result, the ability of the Fund to meet its objective depends on the OCC being
able to meet its obligations. In the event that the OCC becomes insolvent or is
otherwise unable to meet its clearing and settlement obligations, the Fund could
suffer significant losses.
Transaction
Cost Risk. The
Fund will pay transaction costs, such as commissions or mark-ups in the
bid/offer spread on an option position, when it writes options. Because the Fund
“turns over” its option positions every month, it will incur high levels of
transaction costs.
While
the turnover of the option positions sold by the Fund is not deemed “portfolio
turnover” for accounting purposes, the economic impact to the Fund is similar to
what could occur if the Fund experienced high portfolio turnover (e.g., in
excess of 100% per year). The Fund’s high levels of transaction costs may result
in higher taxes when Shares are held in a taxable account. These costs, which
are not reflected in annual fund operating expenses or in the example
thereunder, may affect the Fund’s performance.
Active
Management Risk. The
Fund is actively-managed and may not meet its investment objective based on the
success or failure of the Adviser or the Fund’s portfolio managers to implement
investment strategies for the Fund. The success of the Fund’s investment program
depends largely on the investment techniques applied by the
Adviser
and portfolio managers and the skill of the
Adviser
and/or portfolio manager in evaluating the value and risks associated with the
Fund investment strategy. It is possible the investment techniques employed on
behalf of the Fund will not produce the desired
results.
Special
Tax
Risk.
The
Fund
intends
to
elect
and
to
qualify
each
year
to
be
treated
as
a
regulated
investment
company
(“RIC”)
under
Subchapter
M
of
the
Code.
As a RIC, the Fund will not be subject to U.S. federal income tax on the portion
of its net investment income and net capital gain that it distributes to
Shareholders, provided that it satisfies certain requirements of the Code. If
the Fund does not qualify as a RIC for any taxable year and certain relief
provisions are
not
available,
the
Fund’s
taxable
income
will
be
subject
to
tax
at
the
Fund
level
and
to
a
further
tax
at
the
shareholder
level
when
such
income
is
distributed.
To comply with the asset diversification test applicable to a RIC, the Fund will
attempt to ensure that the value of options on shares of a single issuer does
not exceed 25% of the Fund’s value at the close of any quarter. If the value of
options on shares of a single issuer were to exceed 25% of the Fund’s total
assets at the end of a tax quarter, the Fund, generally, has a grace period to
cure such lack of compliance. If the Fund fails to timely cure, it may no longer
be eligible to be treated as a RIC.
ETF
Risks.
The
Fund
is
an
ETF
and,
as
a
result
of
an
ETF’s
structure,
is
exposed
to
the
following
risks:
Authorized
Participants
(“APs”),
Market
Makers,
and
Liquidity
Providers
Concentration
Risk.
The
Fund
has
a
limited
number
of
financial
institutions
that may act as
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 of the Fund 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 of the Fund. Due
to the costs of buying or selling shares of the Fund, including brokerage
commissions imposed by brokers
and
bid/ask
spreads,
frequent
trading
of
shares
of
the
Fund
may
significantly
reduce
investment
results
and
an
investment
in
shares
of
the
Fund
may not be advisable for investors who anticipate regularly making small
investments.
Shares
of the Fund May Trade at Prices Other Than NAV. As
with all ETFs, shares of the Fund may be bought and sold in the secondary market
at market
prices.
The
price
of
shares
of
the
Fund,
like
the
price
of
all
traded
securities,
will
be
subject
to
factors
such
as
supply
and
demand,
as
well
as
the
current
value
of
the
Fund’s
portfolio
holdings.
Although
it
is
expected
that
the
market
price
of
the
shares
of
the
Fund
will
approximate
the
Fund’s
NAV,
there may be times when the market price of the shares is more than the
NAV
intra-day
(premium) or less than the NAV
intra-day
(discount).
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 of the Fund are listed for trading on a national securities exchange,
Cboe BZX Exchange, Inc. (the “Exchange”), and may be traded on U.S. exchanges
other than the Exchange, there can be no assurance that shares of the Fund will
trade with any volume, or at all, on any stock exchange
or
that
the
requirements
of
the
Exchange
or
any
exchange
necessary
to
maintain
the
listing
of
the
Fund
will
continue
to
be
met
or
will
remain
unchanged. An exchange or market may close early, close late or issue trading
halts on specific securities or financial instruments. As a result, the ability
to trade certain securities or financial instruments may be restricted, which
may disrupt the Fund’s creation and redemption process, potentially affect the
price at which the Fund’s shares trade in the secondary market, and/or result in
the Fund being unable to trade certain securities or financial instruments at
all. In these circumstances, the Fund may be unable to execute its options
strategy, may be unable to accurately price its investments and/or may incur
substantial trading losses. This risk may be greater for the Fund as it seeks to
have exposure to a single index as opposed to a more diverse portfolio like a
traditional pooled investment. If trading in the Fund’s shares are halted,
investors may be temporarily unable to trade shares of the Fund. In stressed
market conditions, the liquidity of shares of the Fund may begin to mirror the
liquidity of the Fund’s underlying portfolio holdings, which can be
significantly less liquid than shares of the Fund, and this could lead to
differences between the market price of the shares of the Fund and the
underlying value of those shares. In the event of an unscheduled market close
for options contracts that reference a single stock, such as the Index’s
securities being halted or a market wide closure, settlement prices will be
determined by the procedures of the listing exchange of the options
contracts.
As
a
result,
the
Fund
could
be
adversely
affected
and
be
unable
to
implement
its
investment
strategies
in
the
event
of
an
unscheduled
closing.
Cybersecurity
Risk. Failures
or breaches of the electronic systems of the Fund and/or the Fund’s service
providers, including the Adviser, market makers, Authorized Participants or the
issuers of securities in which the Fund invests, have the ability to cause
disruptions, negatively impact the Fund’s business operations and/or potentially
result in financial losses to the Fund and its shareholders. While the Fund has
established business continuity plans and risk management systems seeking to
address system breaches or failures, there are inherent limitations in such
plans and systems. Furthermore, the Fund cannot control the cybersecurity plans
and systems of the
Adviser,
other service providers, market makers,
Authorized
Participants or issuers of securities in which the Fund
invests.
Liquidity
Risk. The
Fund’s investments are subject to liquidity risk, which exists when an
investment is or becomes difficult or impossible to purchase or sell
at
an advantageous time and price. If a transaction is particularly large or if the
relevant market is or becomes illiquid, it may not be possible to initiate a
transaction or liquidate a position, which may cause the Fund to suffer
significant losses and difficulties in meeting redemptions. Liquidity risk may
be the
result
of, among other things, market turmoil, the reduced number and capacity of
traditional market participants, or the lack of an active trading market.
Markets
for
securities
or
financial
instruments
could
be
disrupted
by
a
number
of
events,
including,
but
not
limited
to,
an
economic
crisis,
natural
disasters,
new
legislation or regulatory changes inside or outside the U.S. Liquid investments
may become less liquid after being purchased by the Fund, particularly during
periods of market stress. In addition, if a number of securities held by the
Fund stop trading, it may have a cascading effect and cause the Fund to halt
trading. Volatility
in
market
prices
will
increase
the
risk
of
the
Fund
being
subject
to
a
trading
halt.
Illiquid
securities
may
be
difficult
to
value,
especially
in
changing
or
volatile
markets.
If
the
Fund
is
forced
to
sell
an
illiquid
security
at
an
unfavorable
time
or
price,
the
Fund
may
be
adversely
impacted.
There
is
no
assurance
that
a security that is deemed liquid when purchased will continue to be
liquid.
Money
Market Instrument Risk. The
Fund may use a variety of money market instruments for cash management purposes,
including money market funds, depositary accounts and repurchase agreements.
Money market funds may be subject to credit risk with respect to the debt
instruments in which they invest. Depository accounts may be subject to credit
risk with respect to the financial institution in which the depository account
is held. Repurchase agreements may be subject to market and credit risk related
to the collateral securing the repurchase agreement. Money market instruments
may lose money.
New
Fund Risk. The
Fund is new with no operating history. As a result, there can be no assurance
that the Fund will grow to or maintain an economically viable size, as a result
of which it could ultimately liquidate. The Fund’s distributor does not maintain
a secondary market in Fund shares.
Non-Diversification
Risk.
The
Fund is considered to be non-diversified, which means that it may invest more of
its assets in the securities of a single issuer or
a
smaller
number
of
issuers
than
if
it
were
a
diversified
fund.
As
a
result,
the
Fund
may
be
more
exposed
to
the
risks
associated
with
and
developments
affecting
an individual issuer or a smaller number of issuers than a fund that invests
more widely.
This
may increase the Fund’s volatility and cause the performance of a relatively
smaller number of issuers to have a greater impact on the Fund’s
performance.
Operational
Risk. The
Fund is exposed to operational risks arising from a number of 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 and
the Adviser seek to reduce these operational risks through controls and
procedures. However, these measures do not address every possible risk and may
be inadequate to address significant operational
risks.
Valuation
Risk.
Independent
market
quotations
for
certain
investments
held
by
the
Fund
may
not
be
readily
available,
and
such
investments
may
be
fair
valued
or valued by a pricing service at an evaluated price. These valuations involve
subjectivity and different market participants may assign different prices to
the same investment.
As
a result, there is a risk that the Fund may not be able to sell an investment at
the price assigned to the investment by the Fund. In addition, the securities in
which the Fund invests may trade on days that the Fund does not price its
shares; as a result, the value of Fund shares may change on days
when
investors cannot purchase or sell their Fund
holdings.
Fund
Performance
Performance
information for the Fund is not included because the Fund did not have a full
calendar year prior to the date of this Prospectus. In the
future, performance for the Fund will be presented in this section.
When provided,
the information will provide some indication of the risks of investing in the
Fund by showing changes in the Fund’s performance from year to year and how the
Fund’s average annual returns compare with a broad measure of market
performance. The Fund’s past performance
(before and after taxes) is not necessarily an indication of how the Fund will
perform in the future. Updated performance
information
will be available on the Fund’s website at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-tsla-monthly-etf
or
by calling the Fund toll-free at 1-866-5Themes (1-866-584-3637).
Management
Investment
Adviser
Themes
Management
Company,
LLC
(the
“Adviser”)
serves
as
investment
adviser
to
the
Fund.
Portfolio
Managers
Calvin
Tsang, CFA, Head of Product Management & Development of the Adviser, Dingxun
(Kevin) Shao, Vice President, Product Management & Development
of
the
Adviser,
and
Paul
Bartkowiak,
Associate
Vice
President,
Portfolio
Management
of
the
Adviser,
are
jointly
and
primarily
responsible
for
the
day-to-day management of the Fund and have served as portfolio managers since
the Fund’s inception.
Buying
and
Selling
Fund
Shares
The
Fund is an ETF. This means that individual Shares of the Fund may only be
purchased 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).
The
Fund generally issues and redeems shares at NAV
only
in large blocks of shares known as “Creation Units,” which only institutions or
large investors 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 that the Fund specifies
each day.
Investors
may incur costs attributable to the difference between the highest price a buyer
is willing to pay to purchase Shares (bid) and the lowest price a
seller
is
willing
to
accept
for
Shares
(ask)
when
buying
or
selling
Shares
in
the
secondary
market
(the
“bid-ask
spread”).
Recent
information
about
the
Fund,
including
its net asset value, market price, premiums and discounts, and bid-ask spreads
is available on the Fund’s website at https://leverageshares.com/us/etfs/leverage-shares-2x-capped-accelerated-tsla-monthly-etf.
Tax
Information
Fund
distributions are generally taxable as ordinary income, qualified dividend
income, or capital gains (or a combination), unless your investment is in an IRA
or other tax-advantaged retirement account. Distributions may be taxable upon
withdrawal from tax-deferred accounts.
Payments
to
Broker-Dealers
and
Other
Financial
Intermediaries
If
you purchase the Fund through a broker or other financial intermediary (such as
a bank), the
Adviser
and its related companies may pay the intermediary for activities related to the
marketing and promotion of the Fund. These payments may create a conflict of
interest by influencing the broker-dealer or other intermediary and your sales
person to recommend the Fund over another investment. Ask your sales person or
visit your financial intermediary’s website for more information.
ADDITIONAL
INFORMATION
ABOUT
THE
FUNDS
Each
Fund’s ticker symbol appears on the cover of this Prospectus, and references to
specific Funds in the sections below may refer to such Funds by
their
ticker
symbol.
Additional
Information
About
Each
Fund’s
Investment
Objective
Each
Fund’s investment objective has been adopted as a non-fundamental investment
policy and may be changed without a vote of shareholders upon written notice to
shareholders.
Additional
Information
About
Each
Fund’s
Principal
Investment
Strategies
Each
Fund expects to concentrate its investments (i.e.,
hold 25% or more of its total assets) in a particular industry or group of
related industries. For purposes
of
the limitation on concentration, securities of the U.S. government (including
its agencies and instrumentalities) are not considered to be issued by
members
of
any industry.
Additional
Information
about
the
Principal
Risks
of
Investing
in
the
Funds
This
section provides additional information regarding the principal risks described
under “Principal Risks of Investing in the Fund” in each of the Fund Summaries.
The principal risks are presented in alphabetical order to facilitate finding
particular risks and comparing them with other funds. Each risk summarized below
is considered a ‘principal risk’
of
investing in the Funds as noted in the respective Fund Summaries, regardless of
the order in which they appear.
The
factors below apply to each Fund as indicated in the following table; additional
information about each such risk and how it impacts each Fund that is subject
thereto is set forth below the chart. Each of the factors below could have a
negative impact on the applicable Fund’s performance and trading
prices.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Leverage
Shares 2x Capped Accelerated COIN Monthly ETF
COIO |
Leverage
Shares 2x Capped Accelerated MSTR Monthly ETF
MSOO |
Leverage
Shares 2x Capped Accelerated NVDA Monthly ETF
NVDO |
Leverage
Shares 2x Capped Accelerated PLTR Monthly ETF
PLOO |
Leverage
Shares 2x Capped Accelerated TSLA Monthly ETF
TSLO |
|
Accelerated
Return
Risk |
X |
X |
X |
X |
X |
|
Active
Management
Risk |
X |
X |
X |
X |
X |
|
Approximate
Cap
Risk |
X |
X |
X |
X |
X |
|
Artificial
Intelligence
Risk |
|
|
X |
X |
|
|
Bitcoin
Risk |
|
X |
|
| |
|
Clearing
Member
Default
Risk |
X |
X |
X |
X |
X |
|
Concentration
Risk |
X |
X |
X |
X |
X |
|
—
Automotive
and
Components Industry Risk |
|
|
|
|
X |
|
—
Computer
Software
Industry
Risk |
|
X |
|
| |
|
—
Semiconductor
Industry
Risk |
|
|
X |
| |
|
—
Software
and
Services
Industry
Risk |
|
|
|
X |
|
|
Counterparty
Risk. |
X |
X |
X |
X |
X |
|
Cryptocurrency
Risk |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
| Leverage
Shares 2x Capped Accelerated COIN Monthly ETF
COIO |
Leverage
Shares 2x Capped Accelerated MSTR Monthly ETF
MSOO |
Leverage
Shares 2x Capped Accelerated NVDA Monthly ETF
NVDO |
Leverage
Shares 2x Capped Accelerated PLTR Monthly ETF
PLOO |
Leverage
Shares 2x Capped Accelerated TSLA Monthly ETF
TSLO |
|
Cybersecurity
Risk |
X |
X |
X |
X |
X |
|
Derivatives
Risk |
X |
X |
X |
X |
X |
|
—
FLEX
Options
Risk |
X |
X |
X |
X |
X |
|
—
Options
Contracts
Risk |
X |
X |
X |
X |
X |
|
—
Purchased
Call
Options
Risk |
X |
X |
X |
X |
X |
|
—
Swap
Agreements
Risk |
X |
X |
X |
X |
X |
|
—
Written
Options
Risk |
X |
X |
X |
X |
X |
| Digital
Assets Risk |
X |
|
|
| |
|
ETF
Risks |
X |
X |
X |
X |
X |
|
Indirect
Investment
Risk |
X |
X |
X |
X |
X |
|
Issuer-Specific
Investing
Risk |
X |
X |
X |
X |
X |
|
Liquidity
Risk |
X |
X |
X |
X |
X |
|
Market
Risk |
X |
X |
X |
X |
X |
|
Money
Market
Instrument
Risk |
X |
X |
X |
X |
X |
|
New
Fund
Risk |
X |
X |
X |
X |
X |
|
Non-Diversification
Risk |
X |
X |
X |
X |
X |
|
Operational
Risk |
X |
X |
X |
X |
X |
|
Outcome
Period
Risk |
X |
X |
X |
X |
X |
|
Sector
Risk |
X |
X |
X |
X |
X |
|
—
Consumer
Discretionary
Risk |
|
|
|
| X |
|
—
Technology
Sector
Risk |
|
X |
X |
X |
|
|
Special
Tax
Risk |
X |
X |
X |
X |
X |
|
Transaction
Cost
Risk |
X |
X |
X |
X |
X |
|
Valuation
Risk |
X |
X |
X |
X |
X |
Accelerated
Return Risk. There
can be no guarantee that the Fund will be successful in its strategy to provide
approximately twice the positive share price return, if any, of the Underlying
Stock over an Outcome Period, subject to an
Approximate
Cap. If an investor purchases Fund shares after the beginning of an Outcome
Period or does not stay invested in the Fund for the entirety of the Outcome
Period, the returns realized by the investor may not match those that the Fund
seeks to achieve. In addition, because the Fund is designed to achieve Outcomes
that change for each one month Outcome Period, the Outcomes that are achieved by
the Fund for a one month Outcome Period will be different than the Outcomes
achieved by the Fund over multiple Outcome Periods, or on an annualized basis.
Similarly, investors holding Shares over multiple Outcome Periods will
experience different investment results than holding a fund that has a longer
Outcome Period (e.g., three months or one year).
Active
Management Risk. The
Fund is actively-managed and may not meet its investment objective based on the
success or failure of the Adviser or the Fund’s portfolio managers to implement
investment strategies for the Fund. The success of the Fund’s investment program
depends largely on the investment techniques applied by the
Adviser
and
portfolio managers and the skill of the
Adviser
and/or portfolio manager in evaluating the value and risks associated with the
Fund’s investment strategy, including their ability to assess volatility and
establish the strike prices of the options sold by the Fund. It is possible the
investment techniques employed on behalf of the Fund will not produce the
desired results.
Approximate
Cap Risk. The
Fund’s strategy seeks to provide returns that are subject to an Approximate Cap,
whose level depends on prevailing market conditions (e.g., volatility, interest
rates, dividends, and other factors) at the time that the
Approximate
Cap is set. The
Approximate
Cap may rise or fall from one
Outcome
Period
to
the
next,
sometimes
to
a
significant
extent,
and
is
unlikely
to
remain
the
same
for
consecutive
Outcome
Periods.
If
the
Underlying
Stock
experiences gains in excess of the Approximate Cap for an Outcome Period, the
Fund will not participate in any gains beyond the Approximate Cap and will
underperform the Underlying Stock. In periods of extreme market volatility, the
Fund’s return may be significantly below the
Approximate
Cap.
Artificial
Intelligence Risk. Companies
engaged in artificial intelligence (“AI”) and big data typically face intense
competition and potentially rapid product obsolescence. These companies are also
heavily dependent on intellectual property rights and may be adversely affected
by loss or impairment of those rights. There can be no assurance these companies
will be able to successfully protect their intellectual property to prevent the
misappropriation of their technology, or that
competitors
will
not
develop
technology
that
is
substantially
similar
or
superior
to
such
companies’
technology.
AI
and
big
data
companies
typically
engage
in significant amounts of spending on research and development, as well as
mergers and acquisitions, and there is no guarantee that the products or
services produced by these companies will be successful.
AI
and big data companies are potential targets for cyberattacks, which can have a
materially adverse impact
on
the performance of these companies. In addition,
AI
technology could face increasing regulatory scrutiny in the future, which may
limit the development of this technology and impede the growth of companies that
develop and/or utilize this technology. Similarly, the collection of data from
consumers and other sources could face increased scrutiny as regulators consider
how the data is collected, stored, safeguarded and used. AI and big data
companies may face regulatory fines and penalties, including potential forced
break-ups, that could hinder the ability of the companies to operate on an
ongoing basis. The
customers
and/or suppliers of AI and big data companies may be concentrated in a
particular country, region or industry. Any adverse event affecting one of these
countries, regions or industries could have a negative impact on AI and big data
companies. Country, government, and/or region-specific regulations or
restrictions could have an impact on AI and big data companies.
Bitcoin
Risk. While
the Fund will not directly invest in digital assets, it will be subject to the
risks associated with Bitcoin by virtue of its investments in
options
contracts that reference the Underlying Stock. Investing in Bitcoin exposes
investors (such as the Underlying Stock and, in turn, the Underlying Stock
shareholders) to significant risks that are not typically present in other
investments. These risks include the uncertainty surrounding new technology,
limited evaluation due to Bitcoin’s short trading history, and the potential
decline in adoption and value over the long term. The extreme volatility of
Bitcoin’s price is also a risk factor. Regulatory uncertainties, such as
potential government interventions and conflicting regulations across
jurisdictions, can impact the demand for Bitcoin and restrict its usage.
Additionally, risks associated with the sale of newly mined Bitcoin, Bitcoin
exchanges, competition from alternative digital assets, mining operations,
network modifications, and intellectual property claims pose further challenges
to Bitcoin-linked investments.
Clearing
Member Default Risk. Transactions
in some types of derivatives, including the options sold by the Fund, are
required to be centrally cleared (“cleared
derivatives”).
In
a
transaction
involving
cleared
derivatives,
the
Fund’s
counterparty
is
a
clearing
house
rather
than
a
bank
or
broker.
Since
the
Fund
is
not a member of clearing houses and only members of a clearing house (“clearing
members”) can participate directly in the clearing house, the Fund will hold
cleared derivatives through accounts at clearing members. In cleared derivatives
positions, the Fund will make payments (including margin payments) to and
receive payments from a clearing house through their accounts at clearing
members. Customer funds held at a clearing organization in connection with any
options contracts are held in a commingled omnibus account and are not
identified to the name of the clearing member’s individual customers. As a
result,
assets
deposited by the Fund with any clearing member as margin for options may, in
certain circumstances, be used to satisfy losses of other clients of the
Fund’s
clearing
member.
In
addition,
although
clearing
members
guarantee
performance
of
their
clients’
obligations
to
the
clearing
house,
there
is
a
risk
that
the
assets of the
Fund
might not be fully protected in the event of the clearing member’s bankruptcy,
as the Fund would be limited to recovering only a pro rata share of all
available funds segregated on behalf of the clearing member’s customers for the
relevant account class. The Fund is also subject to the risk that a limited
number of clearing members are willing to transact on the Fund’s behalf, which
heightens the risks associated with a clearing member’s default. This
risk
is
greater
for
the
Fund
as
it
seeks
to
hold
options
contracts
on
a
single
security,
and
not
a
broader
range
of
options
contracts,
which
may
limit
the
number
of
clearing members that are willing to transact on the Fund’s behalf. If a
clearing member defaults the Fund could lose some or all of the benefits of a
transaction entered into by the Fund with the clearing member. If the Fund
cannot find a clearing member to transact with on the Fund’s behalf, the Fund
may be unable to effectively implement its investment strategy.
Concentration
Risk. The
Fund is concentrated in the industry to which its Underlying Stock is assigned
(i.e., hold more than 25% of its total assets in investments that provide
exposure to the industry to which the Underlying Stock is assigned).
The
Fund’s performance will therefore be particularly susceptible to
adverse
events
impacting
such
industry,
which
may
include,
but
are
not
limited
to,
the
following:
general
economic
conditions
or
cyclical
market
patterns
that
could negatively affect supply and demand; competition for resources; adverse
labor relations; political or world events; obsolescence of technologies; and
increased competition or new product introductions that may affect the
profitability or viability of companies in a particular industry.
As
a result, the value of
the
Fund’s investments may rise and fall more than the value of shares of a fund
that invests in securities of companies in a broader range of industries. In
addition, at times, an industry or group of industries in which the Fund is
concentrated may be out of favor and underperform other industries or groups of
industries.
Automobiles
and Components Industry Risk.
The automobiles and components industry undergoes rapid transformation driven by
technological innovation, evolving emissions regulations, and shifting consumer
preferences. Companies face substantial competition, including from new market
entrants in electric vehicles (EVs) and mobility services. Capital-intensive
research and development is required to keep pace in electrification, autonomous
driving, and connected-vehicle technologies. Companies developing or deploying
autonomous driving technologies are subject to a range of risks, including
technological failures, cybersecurity breaches, and system malfunctions.
Regulatory requirements and liability frameworks for autonomous vehicles are
evolving, and non-compliance or accidents could result in litigation, financial
losses, or reputational harm. Delays in adoption, competitive pressures, or
consumer resistance could also adversely affect the company’s results of
operations and market position. Supply chain disruptions, such as shortages of
semiconductors, and tariff changes can adversely impact production.
Additionally, macroeconomic factors influencing consumer demand, like interest
rates and disposable income, can materially affect revenues and
earnings.
Financial
Services Industry Risk.
Financial services companies are subject to extensive governmental regulation,
which may limit the types and amounts of financial commitments they can make,
the interest rates and fees they can charge, the scope of their activities, the
prices they can set, and the amount of capital they must maintain. Profitability
is often dependent on the availability and cost of capital and may fluctuate
significantly in response to changes in interest rates or increased competition.
Deterioration in credit markets may adversely affect a broad range of financial
markets, including U.S. and international credit and interbank markets, and may
negatively impact financial institutions. Certain events in the financial
industry may result in heightened volatility in domestic and foreign financial
markets and cause significant losses for financial services companies.
Securities of financial services companies may decline sharply in value if such
companies experience substantial reductions in asset valuations, seek to raise
capital through the issuance of debt or equity securities, or cease operations.
Credit losses arising from borrower defaults and losses associated with
investment activities may adversely affect the industry. In addition, insurance
companies may be subject to severe price competition, and adverse economic,
business, or political developments may negatively affect financial institutions
engaged in mortgage finance or other lending or investment activities related to
real estate.
Semiconductors
Industry Risk.
Competitive pressures may have a significant effect on the financial condition
of semiconductor companies, and as product life cycles shorten and manufacturing
capacity increases, such companies may be subject to aggressive pricing that can
adversely affect profitability. Reduced demand for end-user products,
under-utilization of manufacturing capacity, or other factors may negatively
impact operating results. Semiconductor companies typically face high capital
requirements and are often heavily dependent on
intellectual
property rights. The semiconductor industry is highly cyclical, which may cause
operating results to fluctuate significantly, and the market prices of
semiconductor company securities have been, and may continue to be, highly
volatile.
Software
and Services Industry Risk.
Computer software companies may be significantly affected by competitive
pressures, aggressive pricing, technological developments, changing domestic and
global demand, the ability to attract and retain skilled employees, and the
availability and cost of components. The market for software products is
characterized by rapid technological change, short product life cycles, frequent
new product introductions, evolving industry standards, and cyclical market
patterns. The success of software companies depends substantially on the timely
and successful introduction of new products and the ability to provide ongoing
support and service for these products. Unexpected changes in technology or in
the markets for products based on a particular technology could have a material
adverse effect on a company’s operating results. Many computer software
companies rely on patents, copyrights, trademarks, and trade secrets to protect
their proprietary technologies. There can be no assurance that these measures
will prevent misappropriation of technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior.
Counterparty
Risk. Derivatives
are subject to counterparty risk, which is the risk that the other party in the
transaction will be unable or unwilling to fulfill its contractual obligation,
and the related risks of having concentrated exposure to such a counterparty.
Counterparty risk may arise because of the counterparty’s financial condition,
market activities, or for other reasons. The Fund may be unable to recover its
investment from the counterparty or may obtain a limited and/or delayed
recovery.
The
OCC acts as guarantor and central counterparty with respect to the options held
by the Fund.
As
a result, the ability of the Fund to meet its objective depends on the OCC being
able to meet its obligations. In the event that the OCC becomes insolvent or is
otherwise unable to meet its clearing and settlement obligations, the Fund could
suffer significant losses.
Cybersecurity
Risk. With
the increased use of technologies such as the internet to conduct business, the
Fund,
Authorized
Participants, service providers and the relevant listing exchange are
susceptible to operational, information security and related “cyber” risks both
directly and through their service providers. Similar types of cybersecurity
risks are also present for issuers of securities in which the Fund invests,
which could result in material adverse consequences for such issuers and may
cause the Fund’s investment in such issuers to lose value. In general, cyber
incidents can result from deliberate attacks or unintentional
events.
Cyber
incidents
include,
but
are
not
limited
to,
gaining
unauthorized
access
to
digital
systems
(e.g.,
through
“hacking”
or
malicious
software
coding)
for
purposes of misappropriating assets or sensitive information, corrupting data,
or causing operational disruption. Cyberattacks may also be carried out in a
manner that does not require gaining unauthorized access, such as causing
denial-of-service attacks on websites (i.e., efforts to make network services
unavailable to intended users). Recently, geopolitical tensions may have
increased the scale and sophistication of deliberate attacks, particularly those
from nation-states or from entities with nation-state backing.
Cybersecurity
failures by, or breaches of, the systems of the Fund’s investment adviser,
distributor and other service providers (including, but not limited to, index
and benchmark providers, fund accountants, custodians, transfer agents and
administrators), market makers, Authorized Participants or the issuers of
securities in which the Fund invests have the ability to cause disruptions and
impact business operations, potentially resulting in: financial losses,
interference with
the
Fund’s
ability
to
calculate
its
NAV,
disclosure
of
confidential
trading
information,
impediments
to
trading,
submission
of
erroneous
trades
or
erroneous
creation or redemption orders, the inability of the Fund or its service
providers to transact business, violations of applicable privacy and other laws,
regulatory fines, penalties, reputational damage, reimbursement or other
compensation costs, or additional compliance costs. In addition, cyberattacks
may render records of Fund assets and transactions, shareholder ownership of
Fund shares, and other data integral to the functioning of the Fund
inaccessible, inaccurate or incomplete. Substantial costs may be incurred by the
Fund in order to resolve or prevent cyber incidents in the future. While the
Fund has established business continuity plans in the event of, and risk
management systems to prevent, such cyber incidents, there are inherent
limitations in such plans and systems, including the possibility that certain
risks have not been identified, that prevention and remediation efforts will not
be successful or that cyberattacks will go undetected. Furthermore, the Fund
cannot control the cybersecurity plans and systems put in place by service
providers to the Fund, issuers in
which
the Fund invests, the Index Provider, market makers or
Authorized
Participants. The Fund and its shareholders could be negatively impacted as a
result.
Derivatives
Risk. The
Fund’s derivative investments have risks, including the imperfect correlation
between the value of such instruments and the underlying assets; the loss of
principal, including the potential loss of amounts greater than the initial
amount invested in the derivative instrument; the possible default of the other
party to the transaction; and illiquidity of the derivative investments. Use of
derivatives could also result in a loss if the counterparty to the transaction
does not perform as promised, including because of such counterparty’s
bankruptcy or insolvency. This risk may be greater during volatile market
conditions. Other risks include the inability to close out a position because
the trading market becomes illiquid (particularly in the OTC markets) or the
availability of counterparties becomes limited for a period of time. In
addition, the presence of speculators in a particular market could lead to price
distortions. Certain of the Fund’s transactions in derivatives could also affect
the amount, timing, and character of distributions to shareholders, which may
result in the Fund realizing more short-term capital gain and ordinary income
subject to tax at ordinary income tax rates than it would if it did not engage
in such transactions, which may adversely impact such Fund’s after-tax
returns.
In
addition,
the
Fund’s
investments
in
derivatives
are
subject
to
the
following
risks:
FLEX
Options Risk. FLEX
Options are exchange-traded options contracts with uniquely customizable terms
like exercise price, style, and expiration date. Due to their customization and
potentially unique terms, FLEX Options may be less liquid than other securities,
such as standard exchange listed options. The
FLEX
Options
are
listed
on
an
exchange;
however,
no
one
can
guarantee
that
a
liquid
secondary
trading
market
will
exist
for
the
FLEX
Options.
In
the
event that trading in the FLEX Options is limited or absent, the value of the
Fund’s FLEX Options may decrease. In a less liquid market for the FLEX Options,
liquidating the FLEX Options may require the payment of a premium (for written
FLEX Options) or acceptance of a discounted price (for purchased FLEX Options)
and may take longer to complete.
A
less
liquid trading market may adversely impact the value of the FLEX Options and
Fund shares and result in the Fund being unable to achieve its investment
objective. Less liquidity in the trading of the Fund’s FLEX Options could have
an impact on the prices paid or received by the Fund for the FLEX Options in
connection with creations and redemptions of the Fund’s shares. Depending on the
nature of this impact to pricing, the Fund may be forced to pay more for
redemptions (or receive less for creations) than the price at which it currently
values the FLEX Options. Such overpayment or under collection could reduce the
Fund’s ability to achieve its investment objective.
Additionally,
in a less liquid market for the FLEX Options, the liquidation of a large number
of options may more significantly impact the price.
Options
Contracts Risk. The
use of options contracts involves investment strategies and risks different from
those associated with ordinary portfolio securities transactions. The prices of
options are volatile and are influenced by, among other things, actual and
anticipated changes in the value of the underlying instrument, including the
anticipated volatility, which are affected by fiscal and monetary policies and
by national and international political, changes in the actual or implied
volatility or the reference asset, the time remaining until the expiration of
the option contract and economic events. The value of the options contracts in
which the Fund invests are substantially influenced by the value of the
applicable underlying asset. The Funds may experience
substantial
downside
from
specific
option
positions
and
certain
option
positions
held
by
the
Fund
may
expire
worthless.
The
options
held
by
the
Fund are exercisable at the strike price on their expiration date.
As
an option approaches its expiration date, its value typically increasingly moves
with the value of the underlying instrument. However, prior to such date, the
value of an option generally does not increase or decrease at the same rate at
the underlying instrument.
There
may at times be an imperfect correlation between the movement in values options
contracts and the reference asset, and there may at times not be a liquid
secondary market for certain options contracts. The value of the options held by
the Fund will be determined based on market quotations or other recognized
pricing methods.
Purchased
Call Options Risk. If
a call option is not sold when it has remaining value and if the market price of
the Underlying Stock remains less than or equal to the exercise price, the buyer
will lose its entire investment in
the
call option. There is no assurance that a liquid market will exist when the
buyer seeks to close out any option position.
Swap
Agreements
Risk.
The
use
of
swap
transactions
is
a
specialized
activity
involving
investment
techniques
and
risks
different
from
those
associated
with
ordinary portfolio securities transactions. The success of the Fund in using
swap agreements depends on the ability of the Adviser to structure such
agreements in accordance with the Fund’s investment objective and to identify
appropriate and creditworthy counterparties. Additionally, any financing,
transaction, or other costs associated with the use of swap agreements may
reduce the Fund’s returns. The swap agreements in which the Fund may invest are
generally traded in the over-the-counter market, which typically provides less
transparency than exchange-traded derivatives. In a standard swap transaction,
two parties agree to exchange the return (or differentials in rates of return)
earned or realized on particular predetermined reference assets or underlying
securities or instruments. The gross return to be exchanged or “swapped” is
calculated based on a notional amount, typically representing the
value
of
a
hypothetical
investment
in
the
underlying
asset
or
basket
of
securities.
If
the
Underlying
Security
experiences
a
significant
movement
that
results
in
a
material
decline
in
the
Fund’s
net
asset
value,
the
terms
of
the
swap
agreement
may
permit
or
require
the
counterparty
to
close
out
the
position.
In
such
a case, the Fund may be unable to enter into another swap agreement or similar
derivatives contract to maintain its desired exposure. This may prevent the Fund
from achieving its investment objective, even if the Underlying Security later
recovers all or part of its decline.
Swap
agreements are entered into primarily with major global financial institutions
for a specified period which may range from one day to more than one year. In a
standard swap transaction, two parties agree to exchange the return (or
differentials in rates of return) earned or realized on particular predetermined
reference or underlying securities or instruments. The gross return to be
exchanged or swapped between the parties is calculated based on a notional
amount or the return on or change in value of a particular dollar amount
invested in a reference asset. Swap agreements are generally traded
over-the-counter, and therefore, may not receive regulatory protection, which
may expose investors to significant losses. The Fund will be subject to
regulatory constraints relating to the level of value at risk that the Fund may
incur through its derivatives portfolio. To the extent the Fund exceeds these
regulatory thresholds over an extended period, the Fund may determine that it is
necessary to make adjustments to the Fund’s investment strategy and the Fund may
not achieve its investment objective.
Written
Options
Risk.
While
the
Fund
will
collect
premiums
on
the
options
it
writes,
the
Fund’s
risk
of
loss
if
one
or
more
of
its
written
options
is
exercised
and expires in-the-money may substantially outweigh the gains to the Fund from
the receipt of such option premiums. When selling a put option, the premium
received by the Fund may not be enough to offset a loss incurred by the Fund if
the price of the Index at expiration is below the strike price by an amount
equal to or greater than the premium.
When
selling a call option, the premium received by the Fund may not be enough to
offset a loss incurred by the Fund if the price of the Index at expiration is
above the strike price by an amount equal to or greater than the premium. Call
and put spread writing exposes the Fund to losses up to the amount between
strike prices of the purchased option and the written option.
Digital
Assets Risk.
The Fund is subject to digital assets risk due to its investment exposure to the
Underlying Security. The trading prices of many digital assets, including
Bitcoin, have experienced extreme volatility and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
bitcoin, could have a material adverse effect on the Shares. Bitcoins are bearer
instruments and the loss or destruction of a private key required to access a
bitcoin may be irreversible. If a private key is lost, destroyed or otherwise
compromised and no backup of the private key is accessible, the owner would be
unable to access the bitcoin corresponding to that private key and the private
key will not be capable of being restored by the digital asset network. Digital
asset networks and the software used to operate them are in the early stages of
development. Given the recentness of the development of digital asset networks,
bitcoin may not function as intended and parties may be unwilling to use
bitcoin, which would dampen the growth, if any, of digital asset networks.
Governance of many digital asset networks, such as the Bitcoin network, are by
voluntary consensus and open competition. As a result, there may be a
lack
of consensus or clarity on the governance of digital asset networks, which may
stymie each such network’s utility and ability to grow and face
challenges.
There
is a lack of consensus regarding the regulation of bitcoin and its market. As a
result of the growth in the size of the bitcoin market, the U.S. Congress and a
number of U.S. federal and state agencies (including FinCEN, SEC, OCC, CFTC,
FINRA, the Consumer Financial Protection Bureau, the Department of Justice, the
Department of Homeland Security, the Federal Bureau of Investigation, the
Internal Revenue Service, state financial institution regulators, and others)
have been examining the operations of digital asset networks, digital asset
users and digital asset markets. Many of these state and federal agencies have
brought enforcement actions or issued consumer advisories regarding the risks
posed by digital assets to investors. Ongoing and future regulatory actions with
respect to digital assets may alter, perhaps to a materially adverse extent, the
nature of an investment in a digital asset.
ETF
Risks.
The
Fund
is
an
ETF
and,
as
a
result
of
an
ETF’s
structure,
is
exposed
to
the
following
risks:
APs,
Market Makers, and Liquidity Providers Concentration Risk. The
Fund may have a limited number of financial institutions that may act
as
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 of a Fund 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.
Cash
Redemption Risk. To
the extent the Fund’s investment strategy requires it to redeem Shares for cash
or to otherwise include cash as part of its redemption proceeds, the Fund may be
required to sell or unwind portfolio investments to obtain the cash needed to
distribute redemption proceeds. This may cause the Fund to recognize a capital
gain that it might not have recognized if it had made a redemption
in-kind.
As
a result, the Fund may pay out higher annual capital gain distributions than if
the in-kind redemption process was used.
Costs
of Buying or Selling Shares. Investors
buying or selling Shares in the secondary market will pay brokerage commissions
or other charges imposed by brokers, as determined by that broker. Brokerage
commissions are often a fixed amount and may be a significant proportional cost
for investors seeking to buy or sell relatively small amounts of Shares. In
addition, secondary market investors will also incur the cost of the difference
between the price at which an investor is willing to buy Shares (the “bid”
price) and the price at which an investor is willing to sell Shares (the “ask”
price). This difference in bid and ask prices is often referred to as the
“spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares
based on trading volume and market liquidity, and is generally lower if Shares
have more trading volume and market liquidity and higher if Shares have little
trading volume and market liquidity. Further, a relatively small investor base
in the Fund, asset swings in the Fund and/or increased market volatility may
cause increased bid/ask spreads. Due to the costs of buying or selling Shares,
including bid/ask spreads, frequent trading of Shares may significantly reduce
investment results and an investment in Shares may not be advisable for
investors who anticipate regularly making small investments.
Shares
of the Fund 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.
Certain securities held by the Fund may trade on foreign exchanges that are
closed when the Fund’s primary listing exchange is open, and the Fund may
experience premiums and discounts greater than those of ETFs that hold
securities that are traded only in the United States.
Trading.
Although
Shares are listed for trading on the Exchange and may be listed or traded on
U.S. and non-U.S. stock exchanges other than the Exchange, there can be no
assurance that an active trading market for such
Shares
will develop or be maintained.
Trading
in Shares may be halted due to
market
conditions
or
for
reasons
that,
in
the
view
of
its
applicable
exchange,
make
trading
in
Shares
inadvisable.
In
addition,
trading
in
Shares
on
its
applicable exchange is subject to trading halts caused by extraordinary market
volatility pursuant to each exchange’s “circuit breaker” rules, which
temporarily halt trading on an exchange when a decline in the Index during a
single day reaches certain thresholds (e.g., 7%, 13%, and 20%). Additional rules
applicable to each exchange may halt trading in Shares when extraordinary
volatility causes sudden, significant swings in the market price of Shares.
There can be no assurance that Shares will trade with any volume, or at all, on
any stock exchange or that the requirements of the Exchange, or any exchange,
necessary to maintain the listing of the Fund will continue to be met or will
remain unchanged. 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.
Indirect
Investment Risk.
The
issuer of the Underlying Stock is not affiliated with the
Trust,
the
Adviser
or any affiliates thereof and is not involved with this offering in any way and
has no obligation to consider the Fund in taking any corporate actions that
might affect the value of the Fund. The Trust, the Fund and any affiliate are
not responsible for the performance of the issuer of the Underlying Stock and
make no representation as to the performance of the Underlying Stock. Investing
in the Fund is not equivalent to investing in the Underlying Stock. Fund
shareholders will not have voting rights or rights to receive dividends or other
distributions or any other rights with respect to the Underlying
Stock.
Issuer-Specific
Investing
Risk.
Issuer-specific
attributes
may
cause
an
investment
held
by
the
Fund
to
be
more
volatile
than
the
market
generally.
The
value
of
an individual security or particular type of security may be more volatile than
the market as a whole and may perform differently from the value of the
market
as
a whole. The Underlying Stock is subject to many risks that can negatively
impact its revenue and viability including, but are not limited to price
volatility risk, management risk, inflation risk, global economic risk, growth
risk, supply and demand risk, operations risk, regulatory risk, environmental
risk, terrorism risk and the risk of natural disasters. The Underlying Stock
performance may be affected by global markets and demand for the company’s
products and services, its ability to develop new products and services,
inventory levels, supply chain issues, the performance of third-party software
developers, system and network failures, privacy and cybersecurity breaches and
changes in international and government regulations.
Liquidity
Risk.
Liquidity
risk
exists
when
an
investment
is
or
becomes
difficult
to
purchase
or
sell
at
a
reasonable
time
and
price.
If
a
transaction
is
particularly
large or if the relevant market is or becomes illiquid, it may reduce the
potential returns of the Fund because it may be unable to sell the illiquid
securities at an advantageous time or price, which may cause the Fund to suffer
significant losses and difficulties in meeting redemptions. This is especially
true given the limited number of market participants in certain markets in which
the Fund may invest. Certain countries in which the Fund may invest may be
subject to extended settlement delays and/or foreign holidays, during which the
Fund will unlikely be able to convert such holdings to cash and may make it
additionally difficult for the Fund to meet redemptions in a timely
fashion.
Market
developments may cause the Fund’s investments to become less liquid and subject
to erratic price movements, and may also cause the Fund to
encounter
difficulties in timely honoring redemptions, especially if market events cause
an increased incidence of shareholder redemptions. If a number of securities
held by the Fund stop trading or become illiquid, it may have a cascading effect
and cause the Fund to halt trading. Volatility in market prices will increase
the risk of the Fund being subject to a trading halt. There is no assurance that
a security that is deemed liquid when purchased will continue to be
liquid.
To
the extent that an investment is deemed to be an illiquid investment or a less
liquid investment, the Fund can expect to be exposed to greater liquidity
risk.
Market
Risk.
Market
risk
is
the
risk
that
a
particular
security,
or
Shares
in
general,
may
fall
in
value,
or
fail
to
rise.
Securities
are
subject
to
market
fluctuations
caused by such factors as economic, political, regulatory or market
developments, changes in interest rates, and perceived trends in securities
prices. Shares could decline in value or underperform other investments. In
addition, local, regional, or global events such as war, acts of terrorism,
spread of infectious diseases or other public health issues, recessions, or
other events could have a significant negative impact on the Fund and its
investments. Such events may affect certain geographic regions, countries,
sectors, and
industries
more significantly than others. Such events could adversely affect the prices
and liquidity of the
Fund’s
portfolio
securities
or
other
instruments
and
could
result
in
disruptions
in
the
trading
markets.
During
any
such
events,
Shares
may
trade
at
increased
premiums or discounts to their net asset value and the bid/ask spread on Shares
may widen.
As
a result, an investor could lose money over short or long periods of
time.
Money
Market Instrument Risk. The
Fund may use a variety of money market instruments for cash management purposes,
including money market funds, depositary accounts and repurchase agreements.
Money market funds may be subject to credit risk with respect to the debt
instruments in which they invest. Depository accounts may be subject to credit
risk with respect to the financial institution in which the depository account
is held. Repurchase agreements may be subject to market and credit risk related
to the collateral securing the repurchase agreement. Money market instruments
may lose money.
New
Fund Risk. The
Fund has not commenced investment operations.
As
a result, prospective investors have no track record or history on which to base
their investment decisions. An investment in the Fund may therefore involve
greater uncertainty than an investment in a fund with an established record of
performance. In addition, there can be no assurance that the Fund will grow to
or maintain an economically viable size and it could ultimately liquidate. The
Fund’s distributor does not maintain an active market in Fund
Shares.
Non-Diversification
Risk. Although
the Fund intends to invest in a variety of securities and instruments, the Fund
is considered to be non- diversified. This means that the Fund may invest more
of its assets in the securities of a single issuer or a smaller number of
issuers than if it were a diversified fund
As
a result, the Fund may be more exposed to the risks associated with and
developments affecting an individual issuer or a smaller number of issuers than
a fund that invests
more
widely.
This
may
increase
the
Fund’s
volatility
and
cause
the
performance
of
a
relatively
smaller
number
of
issuers
to
have
a
greater
impact
on
the
Fund’s performance.
Operational
Risk. The
Fund is exposed to operational risks arising from a number of 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 and
the Adviser seek to reduce these operational risks through controls and
procedures. However, these measures do not address every possible risk and may
be inadequate to address significant operational risks.
Sector
Risk.
To
the extent the Fund invests more heavily in particular sectors of the economy,
its performance will be especially sensitive to developments that significantly
affect those sectors.
Consumer
Discretionary Sector Risk. The
success of consumer product manufacturers and retailers is tied closely to the
performance of domestic and international economies, interest rates, exchange
rates, competition, consumer confidence, changes in demographics and consumer
preferences. Companies in
the
consumer
discretionary
sector
depend
heavily
on
disposable
household
income
and
consumer
spending,
and
may
be
strongly
affected
by
social
trends
and marketing campaigns. These companies may be subject to severe competition,
which may have an adverse impact on their profitability.
Technology
Sector Risk. Market
or economic factors impacting technology companies and companies that rely
heavily on technological advances could have a major effect on the value of the
Fund’s investments.
The
value of stocks of 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. Technology companies are heavily dependent on
patent and intellectual property rights, the loss or impairment of which may
adversely affect profitability. Additionally, companies in the technology sector
may face dramatic and often unpredictable changes in growth rates and
competition for the services of qualified personnel.
Special
Tax Risk. The
Fund intends to elect and to qualify each year to be treated as a RIC under
Subchapter M of the Code.
As
a RIC, the Fund will not be subject to U.S. federal income tax on the portion of
its net investment income and net capital gain that it distributes to
Shareholders, provided that it satisfies certain requirements of the
Code.
If the Fund does not qualify as a RIC for any taxable year and certain relief
provisions are not available, the Fund’s taxable income will be subject to tax
at the Fund level and to a further tax at the shareholder level when such income
is distributed. To comply with the asset diversification test applicable to a
RIC, the Fund will attempt to ensure that the value of options on shares of a
single issuer does not exceed 25% of the Fund’s value at the close of any
quarter. If the value of options on shares of a single issuer were to exceed 25%
of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has
a grace period to cure such lack of compliance. If the Fund fails to timely
cure, it may no longer be eligible to be treated as a RIC.
Transaction
Cost Risk. The
Fund will pay transaction costs, such as commissions or mark-ups in the
bid/offer spread on an option position, when it writes options. Because the Fund
“turns over” its option positions every week (or more frequently) in this
fashion, it will incur high levels of transaction costs. While the turnover of
the option positions sold by the Fund is not deemed “portfolio turnover” for
accounting purposes, the economic impact to the Fund is similar to what could
occur if the Fund experienced high portfolio turnover (e.g., in excess of 100%
per year). The Fund’s high levels of transaction costs may result in higher
taxes when Shares are held in a taxable account. These costs, which are not
reflected in annual fund operating expenses or in the example thereunder, may
affect the Fund’s performance.
Valuation
Risk. Financial
information about the Fund’s portfolio holdings may not always be reliable,
which may make it difficult to obtain a current price for the investments held
by the Fund. Independent market quotations for such investments may not be
readily available, such as on days during which a security does not trade or a
foreign holiday, and securities may be fair valued or valued by a pricing
service at an evaluated price. These valuations are subjective and different
funds may assign different fair values to the same investment. Such valuations
also may be different from what would be produced if the security had
been
valued
using
market
quotations.
As
a
result,
there
is
a
risk
that
the
Fund
may
not
be
able
to
sell
an
investment
at
the
price
assigned
to
the
investment
by
the
Fund.
Additionally,
Fund securities that are valued using techniques other than market quotations,
including “fair valued” securities, may be subject to greater fluctuations in
their value from one day to the next. Because securities in which the Fund
invests may trade on days when the Fund does not price its shares, the value of
the securities in the Fund’s portfolio may change on days when shareholders will
not be able to purchase or sell the Fund’s shares.
PORTFOLIO
HOLDINGS
INFORMATION
Information
about
each
Fund’s
daily
portfolio
holdings
is
available
at
https://leverageshares.com/us.
A
summarized
description
of
each
Fund’s
policies
and
procedures with respect to the disclosure of each Fund’s portfolio holdings is
available in each Fund’s Statement of
Additional
Information (“SAI”).
MANAGEMENT
The
Funds
are
series
of
Themes
ETF
Trust
(the
“Trust”),
a
Delaware
statutory
trust,
which
is
overseen
by
a
board
of
trustees
(the
“Board”).
Investment
Adviser
The
Adviser
has overall responsibility for the general management and administration of
the
Trust
and each of its separate investment portfolios.
The
Adviser
is a
registered
investment
adviser
with
offices
located
at
34
East
Putnam
Avenue,
Suite
112,
Greenwich,
Connecticut
06830.
The
Adviser
has
managed
ETFs
since
2023. The Adviser also arranges for transfer agency, custody, fund
administration, securities lending and all other related services necessary for
each Fund to operate. For its services, the
Adviser
receives a fee from each Fund, calculated daily and paid monthly, based on a
percentage of each Fund’s average daily net assets, as shown in the following
table:
|
|
|
|
|
| |
|
Name
of
Fund |
Management
Fee |
|
Leverage
Shares
2x
Capped
Accelerated
COIN
Monthly
ETF |
0.75% |
|
Leverage
Shares
2x
Capped
Accelerated
MSTR
Monthly
ETF |
0.75% |
|
Leverage
Shares
2x
Capped
Accelerated
NVDA
Monthly
ETF |
0.75% |
|
Leverage
Shares
2x
Capped
Accelerated
PLTR
Monthly
ETF |
0.75% |
|
Leverage
Shares
2x
Capped
Accelerated
TSLA
Monthly
ETF |
0.75% |
Under
the Investment
Advisory
Agreement
between the
Adviser
and the Trust, on behalf of the Funds (the “Investment
Advisory
Agreement”),
the
Adviser
has agreed to pay all expenses of each Fund, except for the fee paid to the
Adviser pursuant to the Investment Advisory Agreement, interest charges on any
borrowings, 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, and distribution (12b-1) fees and expenses.
The
basis
for
the
Board’s
approval
of
the
Investment
Advisory
Agreement
for
each
Fund
will
be
available
in
such
Fund’s
first
Form
N-CSR.
Portfolio
Managers
The
Funds’ portfolio managers are Calvin Tsang, Dingxun (Kevin) Shao and Paul
Bartkowiak who are jointly and primarily responsible for the day-to-day
management of each Fund’s portfolio.
Mr.
Tsang
joined
Themes
Management
Company
LLC
in
March
2023
and
serves
as
Head
of
Product
Management
&
Development.
Calvin
has
over
eight
years
of experience as a portfolio manager. Prior to joining
Themes
Management Company LLC, Calvin was a Portfolio Manager at Cboe
Vest
from January 2021 to December
2022,
Multi-Asset
Portfolio
Manager
at
QS
Investors
from
May
2019
to
December
2020,
and
Senior
Portfolio
Analyst
at
ProShares
from
August 2014 to May 2019. Calvin is a CFA charterholder and a certified FRM. He
holds a dual Bachelor’s Degree in Accounting and Economics from Binghamton
University.
Mr.
Shao joined Themes Management Company LLC in July 2023 and serves as Vice
President, Product Management & Development. Dingxun (Kevin) possesses over
nine years of experience in the financial services industry, including more than
seven years dedicated to portfolio management. Prior to joining Themes
Management Company LLC, Dingxun (Kevin) gained most of his portfolio management
experience at ProShares, where he started in July 2016 as an Analyst and
concluded his tenure as an
Associate
Portfolio Manager in June 2023. Dingxun (Kevin) earned his Bachelor’s Degree
with a dual major in Finance and Information Systems from the University of
Maryland, College Park, Robert H. Smith School of Business.
Mr.
Bartkowiak joined
Themes
Management Company LLC in
April
of 2023 and serves as
Associate
Vice
President, Portfolio Management. Paul has almost a decade of asset management
experience. Paul most recently served as a Senior Portfolio
Analyst
at ProShares. Paul’s time at ProShares was split between their FICC and
Currency, International Equity, and Commodity teams. In addition to his
responsibilities to manage the firm’s ETFs, Paul was a member of
ProShares’
Credit
Team. Paul completed his undergraduate studies at the University of Dayton and
MBA
at
Saint Louis University.
The
SAI provides additional information about each Portfolio Manager’s compensation
structure, other accounts managed by the Portfolio Managers, and the Portfolio
Managers’
ownership
of Shares of each Fund for which they are a portfolio manager.
ADDITIONAL
INFORMATION
ON
BUYING
AND
SELLING
FUND
SHARES
Most
investors will buy and sell Shares of the Funds through brokers. Shares of each
Fund trade on the applicable exchange as listed on the cover of this Prospectus
and elsewhere during the trading day and can be bought and sold throughout the
trading day like other shares of publicly traded securities. When
buying
or
selling
Shares
through
a
broker,
most
investors
will
incur
customary
brokerage
commissions
and
charges.
Shares
of
each
Fund
trade
under
the
trading
symbol listed on the cover of this Prospectus. Only authorized participants
(“Authorized Participants” or “APs”) who have entered into agreements with the
Funds’
distributor
may acquire Shares directly from a Fund, and only APs may tender their Shares
for redemption directly to each Fund, at NAV in Creation Units. Once created,
Shares trade in the secondary market in amounts less than a Creation
Unit.
Share
Trading
Prices
Transactions
in each Fund’s Shares will be priced at NAV only if you purchase Shares directly
from each Fund in Creation Units. As with other types of securities, the trading
prices of Shares in the secondary market can be affected by market forces such
as supply and demand, economic conditions and other factors. The price you pay
or receive when you buy or sell your Shares in the secondary market may be more
or less than the NAV of such Shares.
Determination
of
Net
Asset
Value
The
NAV of each Fund’s Shares is calculated each day the New York Stock Exchange
(“NYSE”) is open for trading as of the close of regular trading on the NYSE,
generally 4:00 p.m. Eastern Time (the “NAV Calculation Time”). If the NYSE
closes before 4:00 p.m. Eastern Time, as it occasionally does, the NAV
Calculation Time will be the time the NYSE closes. In addition, any U.S.
fixed-income assets may be valued as of the announced closing time of trading in
fixed income instruments on any day that the Securities Industry and Financial
Markets Association announces an early closing time. Each Fund’s NAV per share
is calculated by dividing the Fund’s net assets by the number of Fund Shares
outstanding.
In
calculating its NAV, each Fund generally values 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. Debt
obligations with maturities of 60 days or less are valued at amortized
cost.
Fair
Value
Pricing
The
Board has adopted procedures and methodologies 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) a security has been delisted
or has had its trading halted or suspended; (ii) a security’s primary pricing
source is unable or unwilling to provide a price; (iii) a security’s primary
trading market is closed during regular market hours; or (iv) a security’s value
is materially affected by events occurring after the close of the security’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 security, general and/or specific
market
conditions and the specific facts giving rise to the need to fair value the
security. The
Adviser
makes fair value determinations in good faith and in accordance with the fair
value methodologies included in the Board-adopted valuation procedures. 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.
Dividends
and
Distributions
Each
Fund expects to pay out dividends, if any, on at least an annual basis.
Nonetheless, each Fund may make more frequent dividend payments and several of
the Funds expect to pay monthly dividends as a component of their principal
investment strategies. Each Fund expects to distribute its net realized capital
gains to
investors
annually.
Each
Fund
occasionally
may
be
required
to
make
supplemental
distributions
at
some
other
time
during
the
year.
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.
Book
Entry
Shares
of each Fund 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 of each Fund.
Investors
owning Shares of each Fund are beneficial owners as shown on the records of DTC
or its participants. DTC serves as the securities depository for all Shares of
each Fund. Participants include DTC, 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 securities that you hold in book-entry or “street name” form.
Your
broker will provide you with account statements, confirmations of your purchases
and sales, and tax information.
Delivery
of
Shareholder
Documents
–
Householding
Householding
is an option available to certain investors of each Fund. 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 each Fund 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.
Frequent
Purchases
and
Redemptions
of
Fund
Shares
Each
Fund imposes no restrictions on the frequency of purchases and redemptions of
Fund Shares. In determining not to impose such restrictions, the Board evaluated
the risks of market timing activities by Fund 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 Fund share trading
prices in line with NAV. As such, each Fund accommodates 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
imposes transaction fees on purchases and redemptions of Creation Units to cover
the custodial and other costs incurred by the Fund in effective trades. In
addition, each Fund and the
Adviser
reserve the right to reject any purchase order at any time.
Investments
by
Registered
Investment
Companies
Section
12(d)(1) of the Investment Company Act of 1940 Act (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
a
Fund
beyond
the
limits
set
forth
in
section
12(d)(1)
subject to certain terms and conditions set forth in Rule 12d1-4 under the
1940
Act,
including that such investment companies enter into an agreement with the
Fund.
Provisions
in
the
Trust’s
Governing
Documents
Regarding
Shareholder
Derivative
Claims
As
described
further
in
the
Trust’s
Agreement
and
Declaration
of
Trust,
no
person,
other
than
a
Trustee,
who
is
not
a
Shareholder
of
a
particular
Series
(or
class)
shall be entitled to bring any derivative action, suit or other proceeding on
behalf of the Trust with respect to such Series (or class). No Shareholder of a
Series or (or class) may maintain a derivative action on behalf of the Trust
with respect to such Series (or class) unless holders of a least ten percent
(10%) of the outstanding Shares of such Series (or class) join in the bringing
of such action; except that this provision will not apply to claims brought
under the U.S. federal securities laws. In addition to the requirements set
forth in Section 3816 of the Delaware
Act,
a Shareholder may bring a derivative action on behalf of the
Trust
with respect to a Series (or class) only if the following conditions are met:
(i) the Shareholder or Shareholders must make a pre-suit demand upon the
Trustees
to
bring the subject action unless an effort to cause the Trustees to bring such an
action is not likely to succeed; and a demand on the Trustees shall only be
deemed not likely to succeed and therefore excused if a majority of the
Trustees, or a majority of any committee established to consider the merits of
such action, has a personal financial interest in the transaction at issue, and
a Trustee shall not be deemed interested in a transaction or otherwise
disqualified from ruling
on
the
merits
of
a
Shareholder
demand
by
virtue
of
the
fact
that
such
Trustee
receives
remuneration
for
his
service
as
a
Trustee
of
the
Trust
or
as
a
trustee
or
director
of
one
or
more
investment
companies
that
are
under
common
management
with
or
otherwise
affiliated
with
the
Trust;
and
(ii)
unless
a
demand
is
not
required under clause (i) of this paragraph, the Trustees must be afforded a
reasonable amount of time to consider such Shareholder request and to
investigate the basis of such claim; and the Trustees shall be entitled to
retain counsel or other advisors in considering the merits of the request and
may require an undertaking by the Shareholders making such request to reimburse
the
Trust
for the expense of any such advisors in the event that the
Trustees
determine not to bring such action (except that the provision allowing the
Trustees to require an undertaking by the Shareholders to reimburse the Trust
for the expense of any such advisors will not apply to claims brought under the
U.S. federal securities laws).
ADDITIONAL
TAX
INFORMATION
The
following discussion is a summary of some important U.S. federal income tax
considerations generally applicable to investments in each Fund. Your investment
in each Fund may have other tax implications. Please consult your tax advisor
about the tax consequences of an investment in Fund 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 (“RIC”). 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, each 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
you are a tax-exempt entity or your investment in Fund Shares is made through a
tax advantaged retirement account, such as an IRA, you need to be aware of the
possible tax consequences when:
●A
Fund
makes
distributions;
●You
sell
Fund
Shares;
and
●You
purchase
or
redeem
Creation
Units
(institutional
investors
only).
Taxes
on
Distributions
Tax
reform legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”)
was enacted on December 22, 2017. The Tax Act made significant changes to the
U.S. federal income tax rules for individuals and corporations, generally
effective for taxable years beginning after December 31, 2017. The application
of certain provisions of the Tax Act is uncertain, and the changes in the act
may have indirect effects on the Funds, its investments and its shareholders
that cannot be predicted. For federal income tax purposes, distributions of
investment income are generally taxable as ordinary income or “qualified
dividend income.”
Taxes
on distributions of capital gains (if any) depend on how long a Fund owned the
assets that generated them, rather than how long a shareholder has owned his or
her Fund 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 a 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 properly reported by the Fund
as capital gain dividends (“Capital Gain Dividends”) are taxable as long-term
capital gains. For noncorporate shareholders, long-term capital gains are
generally subject to tax at reduced rates and currently set at a maximum rate of
20%. Distributions of short-term capital gain are generally taxable as ordinary
income. Distributions of investment income reported by a Fund as derived from
“qualified dividend income” will be taxed at long term capital gain rates for
non- corporate shareholders.
U.S.
individuals with income exceeding specified thresholds are subject to a 3.8%
Medicare contribution tax on all or a portion of their “net investment income,”
which includes interest, dividends, and certain capital gains (generally
including capital gain distributions and capital gains realized on the sale or
exchange of Fund Shares).
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 Fund Shares’
NAV
when you purchased your Fund Shares).
A
Fund
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
Fund
may
sell portfolio securities to obtain the cash needed to distribute redemption
proceeds. This may cause the 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, the Fund may be less tax efficient if
it
includes
such a cash payment in the proceeds paid upon the redemption of Creation
Units.
Nonresident
aliens, foreign corporations and other foreign shareholders in a Fund will
generally be exempt from U.S. federal income tax on Capital Gain Dividends. The
exemption may not apply, however, if the investment in the Fund is connected to
a trade or business for the foreign shareholder in the United States or if the
foreign shareholder is present in the United States for 183 days or more in a
year and certain other conditions are met.
Distributions
(other than Capital Gain Dividends) paid to individual shareholders that are
neither citizens nor residents of the U.S. or to foreign entities will generally
be subject to a U.S. withholding tax at the rate of 30%, unless a lower treaty
rate applies. A Fund 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.
Short-term
capital
gain
dividends
received
by
a
nonresident
alien
individual
who
is
present
in
the
U.S.
for a period or periods aggregating 183 days or more during the taxable year are
not exempt from this 30% withholding tax. Gains realized by foreign shareholders
from the sale or other disposition of Shares of a Fund generally are not subject
to U.S. taxation, unless the recipient is an individual who is physically
present in the U.S. for 183 days or more per year.
A
Fund
(or a financial intermediary, such as a broker, through which shareholders own
Fund Shares) generally is required to withhold and to remit to the U.S. Treasury
a percentage of the taxable distributions and the sale or redemption proceeds
paid to any shareholder who fails to properly furnish a correct taxpayer
identification number,
who
has under-reported dividend or interest income, or who fails to certify that he,
she or it is not subject to such withholding.
A
U.S. withholding tax at a 30% rate will be imposed on dividends effective July
1, 2014 (and proceeds of sales in respect of Fund Shares (including certain
capital gain dividends) received by Fund shareholders beginning after December
31, 2018) for shareholders who own their Shares through foreign accounts or
foreign intermediaries if certain disclosure requirements related to U.S.
accounts or ownership are not satisfied.
A
Fund
will not pay any additional amounts in respect to any amounts
withheld.
To
the extent a Fund invests in foreign securities, it may be subject to foreign
withholding taxes with respect to dividends or interest the Fund received from
sources in foreign countries. If more than 50% of the total assets of a Fund
consists of foreign securities, such Fund will be eligible to elect to treat
some of
those
taxes as a distribution to shareholders, which would allow shareholders to
offset some of their U.S. federal income tax. A Fund (or its administrative
agent) will notify you if it makes such an election and provide you with the
information necessary to reflect foreign taxes paid on your income tax
return.
Taxes
When
Fund
Shares
Are
Sold
Any
capital gain or loss realized upon a sale of Fund Shares is generally treated as
a long-term gain or loss if the Shares have been held for more than one year.
Any
capital
gain
or
loss
realized
upon
a
sale
of
Fund
Shares
held
for
one
year
or
less
is
generally
treated
as
a
short-term
gain
or
loss,
except
that
any
capital
loss
on a sale of Shares held for six months or less is treated as long-term capital
loss to the extent that Capital Gain Dividends were paid with respect to
such
Shares.
The ability to deduct capital losses may be limited depending on your
circumstances.
A
foreign shareholder will generally not be subject to U.S. tax on gains realized
on sales or exchange of Fund Shares unless the investment in the Fund is
connected to a trade or business of the investor in the United States or if the
shareholder is present in the United States for 183 days or more in a year
and
certain
other conditions are met.
All
foreign shareholders should consult their own tax advisors regarding the tax
consequences in their country of residence of an investment in the
Fund.
Creation
and
Redemption
Units
An
Authorized
Participant who exchanges securities for Creation Units generally will recognize
a gain or a loss.
The
gain or loss will be equal to the difference between the market value of the
Creation Units at the time and the sum of the exchanger’s aggregate basis in the
securities surrendered plus the amount of cash paid
for
such
Creation
Units.
A
person
who
redeems
Creation
Units
will
generally
recognize
a
gain
or
loss
equal
to
the
difference
between
the
exchanger’s
basis
in the Creation Units and the sum of the aggregate market value of any
securities received plus the amount of any cash received for such Creation
Units. The Internal Revenue Service, however, may assert that a loss realized
upon an exchange of securities for Creation Units cannot be deducted currently
under the rules governing “wash sales,” or on the basis that there has been no
significant change in economic position.
Any
capital gain or loss realized upon the creation of Creation Units will generally
be treated as long-term capital gain or loss if the securities exchanged for
such Creation Units have been held for more than one year.
Any
capital gain or loss realized upon the redemption of Creation Units will
generally be treated as long-term capital gain or loss if the Shares comprising
the Creation Units have been held for more than one year. Otherwise, such
capital gains or losses will be treated as short-term capital gains or losses.
Persons purchasing or redeeming Creation Units should consult their own tax
advisors with respect to the tax treatment of any creation or redemption
transaction. If a Fund redeems Creation Units in cash, it may recognize more
capital gains than it will if it redeems Creation Units in-kind.
A
Fund
has the right to reject an ‘order’
for
Creation Units If the purchaser (or group of purchasers) would, upon obtaining
the Shares so ordered, own 80% or more of the outstanding Shares of the Fund and
if, pursuant to section 351 of the Internal Revenue Code, the respective Fund
would have a basis in the deposit securities different from the market value of
such securities on the date of deposit. A Fund also has the right to require
information necessary to determine beneficial Share ownership for purposes of
the 80% determination.
Foreign
Investments
by
the
Funds
Interest
and other income received by the Funds with respect to foreign securities may
give rise to withholding and other taxes imposed by foreign countries. Tax
conventions between certain countries and the United States may reduce or
eliminate such taxes. If as of the close of a taxable year more than 50% of the
value of a Fund’s assets consists of certain foreign stock or securities, each
such Fund will be eligible to elect to “pass through” to investors the amount of
foreign income and similar taxes (including withholding taxes) paid by such Fund
during that taxable year. This means that investors would be considered to have
received as additional income their respective Shares of such foreign taxes, but
may be entitled to either a corresponding tax deduction in calculating taxable
income, or, subject to certain limitations, a credit in calculating federal
income tax. If a Fund does not so elect, each such Fund will be entitled to
claim
a
deduction for certain foreign taxes incurred by such Fund. A Fund (or your
broker) will notify you if it makes such an election and provide you with the
information necessary to reflect foreign taxes paid on your income tax
return.
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 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.
State
and
Local
Taxes
Shareholders
may also be subject to state and local taxes on income and gain attributable to
your ownership of Fund Shares. State income taxes may not apply, however, to the
portions of a Fund’s distributions, if any, that are attributable to interest
earned by the Fund on U.S. government securities.
You
should consult your tax professional regarding the tax status of distributions
in your state and locality.
Foreign
Taxes
To
the extent the Fund invests in foreign securities, it may be subject to foreign
withholding taxes with respect to dividends or interest the Fund received from
sources in foreign countries.
DISTRIBUTION
The
Distributor, ALPS Distributors, Inc. is a broker-dealer registered with the
Securities and Exchange Commission (the “SEC”). The Distributor distributes
Creation Units for each Fund on an agency basis and does not maintain a
secondary market in Shares.
The
Distributor has no role in determining the policies of each
Fund
or
the
securities
that
are
purchased
or
sold
by
each
Fund.
The
Distributor’s
principal
address
is
1290
Broadway,
Suite
1000,
Denver,
Colorado
80203.
For
all Funds, the Board has adopted a Distribution and Service Plan (the “Plan”)
pursuant to Rule 12b-1 under the 1940
Act.
In accordance with the Plan, each Fund is authorized to pay an amount up to
0.25% of its average daily net assets each year for certain distribution-related
activities and shareholder services.
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 a Fund’s assets, 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
Information
regarding how often Shares of the Funds traded on the Exchange at a price above
(i.e.,
at a premium) or below (i.e.,
at a discount) the NAV of the applicable Fund is available on the
Funds’
website
at https://leverageshares.com/us/.
FINANCIAL
HIGHLIGHTS
The
financial highlights tables are intended to help you understand each Fund’s
financial performance for each Fund’s five most recent fiscal years (or the life
of the Fund, if shorter). Certain information reflects financial results for a
single Share. The total returns in the tables represent the rate that an
investor would have earned or lost on an investment in a Fund (assuming
reinvestment of all dividends and distributions). This information has been
audited by Cohen & Company, Ltd., the Funds’ independent registered public
accounting firm, whose report, along with the Funds’ financial statements, is
included in the Funds’ Annual Financial Statements and Additional Information,
which is available upon request and as part of the Funds’ most recent
Form
N-CSR,
which can be located on the SEC’s website.
LEVERAGE
SHARES 2X CAPPED ACCELERATED COIN MONTHLY ETF
FINANCIAL
HIGHLIGHTS
|
|
|
|
|
|
|
|
| |
|
|
Period
Ended October 31, 2025(a) |
|
| PER
SHARE DATA: |
| |
| Net
asset value, beginning of period |
$ |
20.00 |
| |
| INVESTMENT
OPERATIONS: |
| |
|
Net
investment income(b) |
0.14 |
| |
| Net
realized and unrealized gain (loss) on investments |
2.43 |
| |
|
Total
from investment operations
|
2.57 |
| |
| ETF
transaction fees per share |
0.00 |
|
(c) |
|
Net
asset value, end of period
|
$ |
22.57 |
| |
|
Total
return(d) |
12.87 |
% |
|
| SUPPLEMENTAL
DATA AND RATIOS: |
| |
| Net
assets, end of period (in thousands) |
$ |
903 |
| |
|
Ratio
of expenses to average net assets(e) |
0.77 |
% |
|
|
Ratio
of interest expense to average net assets(e) |
0.02 |
% |
|
|
Ratio
of expenses to average net assets excluding interest expense(e) |
0.75 |
% |
|
|
Ratio
of net investment income (loss) to average net assets(e) |
3.11 |
% |
|
|
Portfolio
turnover rate(d)(f) |
— |
% |
|
(a) Inception
date of the Fund was August 12, 2025.
(b) Net
investment income per share has been calculated based on average shares
outstanding during the period.
(c) Amount
represents less than $0.005 per share.
(d) Not
annualized for periods less than one year.
(e) Annualized
for periods less than one year.
(f) Portfolio
turnover rate excludes in-kind transactions.
LEVERAGE
SHARES 2X CAPPED ACCELERATED MSTR MONTHLY ETF
FINANCIAL
HIGHLIGHTS
|
|
|
|
|
|
|
|
| |
|
|
Period
Ended October 31, 2025(a) |
|
| PER
SHARE DATA: |
| |
| Net
asset value, beginning of period |
$ |
20.00 |
| |
| INVESTMENT
OPERATIONS: |
| |
|
Net
investment income(b) |
0.12 |
| |
| Net
realized and unrealized gain (loss) on investments |
(6.26) |
| |
|
Total
from investment operations
|
(6.14) |
| |
| ETF
transaction fees per share |
0.00 |
|
(c) |
|
Net
asset value, end of period
|
$ |
13.86 |
| |
|
Total
return(d) |
-30.69 |
% |
|
| SUPPLEMENTAL
DATA AND RATIOS: |
| |
| Net
assets, end of period (in thousands) |
$ |
554 |
| |
|
Ratio
of expenses to average net assets(e) |
0.78 |
% |
|
|
Ratio
of interest expense to average net assets(e) |
0.03 |
% |
|
|
Ratio
of expenses to average net assets excluding interest expense(e) |
0.75 |
% |
|
|
Ratio
of net investment income (loss) to average net assets(e) |
3.43 |
% |
|
|
Portfolio
turnover rate(d)(f) |
— |
% |
|
(a) Inception
date of the Fund was August 12, 2025.
(b) Net
investment income per share has been calculated based on average shares
outstanding during the period.
(c) Amount
represents less than $0.005 per share.
(d) Not
annualized for periods less than one year.
(e) Annualized
for periods less than one year.
(f) Portfolio
turnover rate excludes in-kind transactions.
LEVERAGE
SHARES 2X CAPPED ACCELERATED NVDA MONTHLY ETF
FINANCIAL
HIGHLIGHTS
|
|
|
|
|
| |
|
|
Period
Ended October 31, 2025(a) |
| PER
SHARE DATA: |
|
| Net
asset value, beginning of period |
$ |
20.00 |
|
| INVESTMENT
OPERATIONS: |
|
|
Net
investment income(b) |
0.14 |
|
| Net
realized and unrealized gain (loss) on investments |
2.53 |
|
|
Total
from investment operations
|
2.67 |
|
| ETF
transaction fees per share |
0.01 |
|
|
Net
asset value, end of period
|
$ |
22.68 |
|
|
Total
return(c) |
13.41 |
% |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
| Net
assets, end of period (in thousands) |
$ |
1,588 |
|
|
Ratio
of expenses to average net assets(d) |
0.77 |
% |
|
Ratio
of interest expense to average net assets(d) |
0.02 |
% |
|
Ratio
of expenses to average net assets excluding interest expense(d) |
0.75 |
% |
|
Ratio
of net investment income (loss) to average net assets(d) |
3.27 |
% |
|
Portfolio
turnover rate(c)(e) |
— |
% |
(a) Inception
date of the Fund was August 12, 2025.
(b) Net
investment income per share has been calculated based on average shares
outstanding during the period.
(c) Not
annualized for periods less than one year.
(d) Annualized
for periods less than one year.
(e) Portfolio
turnover rate excludes in-kind transactions.
LEVERAGE
SHARES 2X CAPPED ACCELERATED PLTR MONTHLY ETF
FINANCIAL
HIGHLIGHTS
|
|
|
|
|
| |
|
|
Period
Ended October 31, 2025(a) |
| PER
SHARE DATA: |
|
| Net
asset value, beginning of period |
$ |
20.00 |
|
| INVESTMENT
OPERATIONS: |
|
|
Net
investment income(b) |
0.13 |
|
| Net
realized and unrealized gain (loss) on investments |
1.65 |
|
|
Total
from investment operations
|
1.78 |
|
| ETF
transaction fees per share |
0.01 |
|
|
Net
asset value, end of period
|
$ |
21.79 |
|
|
Total
return(c) |
8.97 |
% |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
| Net
assets, end of period (in thousands) |
$ |
1,090 |
|
|
Ratio
of expenses to average net assets(d) |
0.80 |
% |
|
Ratio
of interest expense to average net assets(d) |
0.05 |
% |
|
Ratio
of expenses to average net assets excluding interest expense(d) |
0.75 |
% |
|
Ratio
of net investment income (loss) to average net assets(d) |
3.26 |
% |
|
Portfolio
turnover rate(c)(e) |
— |
% |
(a) Inception
date of the Fund was August 12, 2025.
(b) Net
investment income per share has been calculated based on average shares
outstanding during the period.
(c) Not
annualized for periods less than one year.
(d) Annualized
for periods less than one year.
(e) Portfolio
turnover rate excludes in-kind transactions.
LEVERAGE
SHARES 2X CAPPED ACCELERATED TSLA MONTHLY ETF
FINANCIAL
HIGHLIGHTS
|
|
|
|
|
| |
|
|
Period
Ended October 31, 2025(a) |
| PER
SHARE DATA: |
|
| Net
asset value, beginning of period |
$ |
20.00 |
|
| INVESTMENT
OPERATIONS: |
|
|
Net
investment income(b) |
0.15 |
|
| Net
realized and unrealized gain (loss) on investments |
3.10 |
|
|
Total
from investment operations
|
3.25 |
|
| ETF
transaction fees per share |
0.01 |
|
|
Net
asset value, end of period
|
$ |
23.26 |
|
|
Total
return(c) |
16.30 |
% |
| SUPPLEMENTAL
DATA AND RATIOS: |
|
| Net
assets, end of period (in thousands) |
$ |
1,396 |
|
|
Ratio
of expenses to average net assets(d) |
0.77 |
% |
|
Ratio
of interest expense to average net assets(d) |
0.02 |
% |
|
Ratio
of expenses to average net assets excluding interest expense(d) |
0.75 |
% |
|
Ratio
of net investment income (loss) to average net assets(d) |
3.14 |
% |
|
Portfolio
turnover rate(c)(e) |
— |
% |
(a) Inception
date of the Fund was August 12, 2025.
(b) Net
investment income per share has been calculated based on average shares
outstanding during the period.
(c) Not
annualized for periods less than one year.
(d) Annualized
for periods less than one year.
(e) Portfolio
turnover rate excludes in-kind transactions.
The
Trust’s current SAI provides additional detailed information about each Fund. A
current SAI dated February 27, 2026, as supplemented from time to time, is
on file with the SEC and is herein incorporated by reference into this
Prospectus.
Additional
information about each Fund’s investments is available in the Funds’
annual
and semi-annual
reports to shareholders and in Form N-CSR. In the annual 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 the Fund is in
operation. In Form N-CSR, you will find the Funds’ annual and semi-annual
financial statements.
To
make shareholder inquiries, for more detailed information on each Fund, or to
request the SAI or annual or semi- annual shareholder reports free of charge,
please:
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| Call: |
1-866-5Themes
(1-866-584-3637) |
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Monday
through Friday
8:00
a.m. – 5:00 p.m. (Central time) |
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| Visit: |
www.ThemesETFs.com |
Shareholder
reports and other information about the Fund are also available:
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Free
of charge from the SEC’s EDGAR database on the SEC’s website at
https://www.sec.gov; or |
No
person is authorized to give any information or to make any representations
about each Fund and its Shares not contained in this Prospectus and you should
not rely on any other information. Read and keep this Prospectus for future
reference.
The
Trust’s SEC Investment Company Act file number is 811-23872.