ck0001771146-20260629
PROSPECTUS
June 30,
2026
This
prospectus describes the REX-OspreyTM
XRP ETF which is authorized to offer one class of shares by this prospectus.
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Fund |
Ticker |
Principal
U.S. Listing Exchange |
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REX-OspreyTM
XRP ETF |
XRPR |
Cboe
BZX Exchange, Inc. |
Neither
the U.S. Securities and Exchange Commission (“SEC”) nor the Commodity Futures
Trading Commission ("CFTC") has approved or disapproved these securities or
passed upon the accuracy or adequacy of this Prospectus. Any representation to
the contrary is a criminal offense.
Table
of Contents
FUND
SUMMARY – REX-OSPREYTM
XRP ETF
INVESTMENT
OBJECTIVE
REX-OspreyTM XRP ETF (the “Fund”) seeks investment results of the performance,
before fees and expenses, of XRP (“XRP” or the “Reference
Asset”).
Fees and Expenses of the
Fund
This
table describes the fees and expenses that you may pay if you buy, hold and sell
shares of the Fund. 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
Fee(1)
Distribution
(12b-1) and Service Fees |
0.75%
0.00% |
| Other
Expenses |
0.00% |
| Total
Annual Fund Operating Expenses |
0.75%
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(1)Under the
Investment Advisory Agreement, REX Advisers, LLC (the “Adviser”), at its own
expense and without reimbursement from the Fund, pays all of the expenses of the
Fund, excluding the advisory fees, interest expenses, taxes, acquired fund fees
and expenses, brokerage commissions and any other portfolio transaction-related
expenses and fees arising out of transactions effected on behalf of the Fund,
credit facility fees and expenses, including interest expenses, and litigation
and indemnification expenses and other extraordinary expenses not incurred in
the ordinary course of the Fund’s business.
Example
This example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then hold or
redeem all of your shares at the end of those periods. The example also assumes
that your investment has a five percent (5%) return each year and that the
Fund’s operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
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Name
of Fund |
1
Year |
3
Years |
5
Years |
10
Years |
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REX-OspreyTM
XRP ETF |
$77 |
$240 |
$417 |
$930 |
Portfolio
Turnover
The
Fund pays transaction costs, such as commissions, when it buys and sells
securities or other assets (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 period September 18, 2025 (commencement of operations) to
February 28, 2026, the Fund’s portfolio turnover rate was 35.26% of the average value of
its portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The Fund, under normal market conditions, invests at least
80% of its net assets (plus any borrowings for investment purposes) in the
Reference Asset and other assets that provide exposure to the Reference
Asset. The Fund will invest directly or through the
REX-OspreyTM
XRP Subsidiary, which is described more fully below.
Although
the Fund seeks returns equal to the Reference Asset, the Fund’s performance will
not replicate the performance of the Reference Asset (i.e., the Fund’s returns
may not be the same as the Reference Asset, due to fees and expenses of the Fund
and the
Reference
ETFs in which it invests, trading and other expenses, but will generally be in
the same direction in a positive or negative manner).
The
Fund seeks to invest the majority of its assets directly in the Reference Asset.
The Fund will generally purchase and sell XRP on exchanges such as Coinbase and
Kraken. XRP is a cryptocurrency that was introduced in 2012, and quickly
developed its own online community, reaching a peak market capitalization
of approximately US$210 billion on July 18, 2025. As of February 28, 2026,
the market capitalization of XRP was approximately $84 billion.
The
Fund will invest at least 40% of its assets directly in shares of other
exchange-traded funds (“ETFs”) and exchange-traded products (“ETPs”), including
non-U.S. exchange-traded products (“non-US ETPs”), which invest directly in,
provide exposure to, replicate the performance of, or have trading and/or price
performance characteristics similar to the Reference Asset (all such ETFs, ETPs
and non-US ETPs, “Reference ETFs”). The non-U.S. ETPs in which the Fund may
invest are domiciled in Canada and/or Europe and are listed and available for
sale in various jurisdictions in Europe (such as Austria, Belgium, Denmark,
Finland, France, Germany, Italy, Ireland, Luxembourg, Netherlands, Norway,
Poland, Spain, Sweden, and Switzerland). Where available, the Fund will invest
in the USD share class of the applicable non-U.S. ETP. Non-US ETPs will not be
treated as regulated investment companies for U.S. federal income tax purposes
and therefore will not be taxed as such. The Fund will allocate portfolio assets
to one or more of the following Reference ETFs at any one time, although this
list may change over time:
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| Reference
ETF |
Exchange |
Ticker
Symbol |
| 21
Shares XRP ETP |
Switzerland |
AXRP.SW |
| WisdomTree
Physical XRP ETP |
Europe |
XRPW |
| CoinShares
Physical XRP ETP |
Switzerland |
XRPL-USD.SW |
| Purpose
XRP ETF |
Canada |
XRPP.TO |
| 3iQ
XRP ETF |
Canada |
XRPQ.TO |
| Evolve
XRP ETF |
Canada |
XRP.TO |
| Volatility
Shares XRP ETF |
Nasdaq |
XRPI |
The
Fund may seek to gain exposure to the Reference Asset, in whole or in part,
through investments in a subsidiary organized in the Cayman Islands, the
REX-OspreyTM
XRP (Cayman) Portfolio S.P. (i.e., the “XRP
Subsidiary”).
The XRP
Subsidiary
is wholly-owned and controlled by the Fund. Except as noted, references to the
investment strategies and risks of the Fund include the investment strategies
and risks of the XRP Subsidiary. The XRP Subsidiary has the same investment
objective as the Fund and will follow the same general investment policies and
restrictions. The Fund will aggregate its investments with the XRP Subsidiary
for purposes of determining compliance with (i) Section 8 of the Investment
Company Act of 1940 (the “1940 Act”), which governs fundamental investment
limitations (which are described more specifically in the Fund’s statement of
additional information); and (ii) Section 18 of the 1940 Act, which governs
capital structure and includes limitations associated with the Fund’s ability to
leverage its investments. Additionally, the XRP Subsidiary’s investment advisory
contracts will be governed in accordance with Section 15 of the 1940 Act, and
the XRP Subsidiary will adhere to applicable provisions of Section 17 of the
1940 Act governing affiliate transactions. The principal investment strategies
and principal risks of the XRP Subsidiary constitute principal investment
strategies and principal risks of the Fund, and the disclosures of those
strategies and risks in this prospectus are designed to reflect the aggregate
operations of the Fund and the XRP Subsidiary.
The
Fund may invest in other ETFs for cash management purposes. Such ETFs may
include The Laddered T-Bill ETF, which the Board of Trustees of the Fund has
determined to be within the same group of investment companies as the
Fund.
The
Fund may engage in reverse repurchase agreements on government securities,
investment grade corporate securities or similar transactions to help the Fund
meet its investment objective by maintaining exposure to the Reference Asset and
Reference ETFs that themselves provide exposure to the Reference Asset, and also
by maintaining its tax status as a regulated investment company, and for
leveraging purposes.
The
Fund is classified as “non-diversified” under the 1940
Act.
Information
about XRP
XRP
is the native cryptocurrency of the XRP Ledger, a decentralized, open-source
blockchain designed for fast, low-cost international payments and asset
transfers. It was launched in 2012 by Ripple Labs Inc., a fintech company
focused on improving cross-border payments and financial infrastructure. Unlike
many cryptocurrencies that rely on proof-of-work or proof-of-stake mechanisms,
the XRP Ledger uses a unique consensus protocol involving a network of trusted
validators to confirm transactions in seconds with minimal energy
consumption.
The
development of XRP and the XRP Ledger was initially led by Ripple Labs, which
continues to contribute significantly to the technology and ecosystem. However,
the ledger itself is open-source and maintained by an independent community of
developers and network validators. Governance is semi-decentralized: while
Ripple remains influential in the ecosystem, it does not control the ledger or
transaction validation. The validator nodes are operated by a mix of
universities, financial institutions, and independent entities around the world,
helping maintain the integrity and decentralization of the network.
XRP
is widely traded on numerous major centralized cryptocurrency exchanges (CEX),
including Binance, Kraken, Bitstamp, and others, although its availability may
vary depending on regulatory environments in different countries. It can be
purchased using fiat currencies or other cryptocurrencies and stored in wallets
that support XRP, such as Xumm, Ledger hardware wallets, or other third-party
software wallets.
XRP
is primarily used to facilitate fast and cost-effective cross-border payments,
often serving as a bridge currency in international transactions. It is also
used for liquidity provisioning in Ripple’s On-Demand Liquidity (ODL) service,
which allows financial institutions to convert one fiat currency to another
instantly using XRP as an intermediary. Due to its speed, scalability, and
institutional focus, XRP has become one of the most prominent cryptocurrencies
in the global payment and remittance space.
PRINCIPAL
INVESTMENT RISKS
As with all
funds, a shareholder is subject to the risk that his or her investment could
lose money. The principal risks affecting shareholders’
investments in the Fund are set forth below. An
investment in the Fund is not a bank deposit and is not insured or guaranteed by
the Federal
Deposit Insurance Corporation (the “FDIC”)
or any government agency. For
more information about the risks of investing in the Fund, see the section in
the Fund’s Prospectus titled “Additional Information About the Fund’s
Investments.” Each risk summarized below is considered a principal risk of
investing in the Fund, regardless of the order in which it appears.
XRP
Investing Risk. Cryptocurrencies,
such as XRP, operate without central authority or banks and are not backed by
any government. Cryptocurrencies are often referred to as a “virtual asset” or
“digital asset,” and operate as a decentralized, peer-to-peer financial trading
platform and value storage that is used like money. A cryptocurrency is also not
a legal tender. Investments linked to XRP can be highly volatile compared to
investments in traditional securities and the Fund may experience sudden and
large losses. The markets for XRP and XRP-related investments may become
illiquid. These markets may fluctuate widely based on a variety of factors
including changes in overall market movements, political and economic events,
wars, acts of terrorism, natural disasters (including disease, epidemics and
pandemics) and changes in interest rates or inflation rates. An investor should
be prepared to lose the full principal value of their investment suddenly and
without warning. A number of factors affect the price and market for
XRP:
•New
Technology. XRP
is a relatively new technological innovation with a limited operating history.
XRP has a relatively limited history of existence and operations. There is a
limited established performance record for the price of XRP and, in turn, a
limited basis for evaluating an investment in XRP.
•Supply
and Demand of XRP. Unlike
other digital assets such as bitcoin or ether, XRP is not and was not mined
gradually over time. Instead, all 100 billion XRP tokens were created at the
time of the XRP Ledger’s launch in 2012. This means that every XRP token that
exists today, or will ever exist, was generated from the outset of the XRP
Ledger. As a result, there is no ability for the supply of XRP to be adjusted in
response to economic conditions. For instance, there is no ability for the
supply of XRP to be increased to meet rising demand, which
could
lead to price volatility. In addition, unlike blockchains that utilize
“proof-of-work” or “proof-of-stake” where miners or stakers are rewarded with
newly minted coins or tokens, XRP validators are not incentivized by block
rewards since there is no new issuance of XRP.
Additionally,
the fixed supply of XRP, combined with the burning of XRP (permanently
destroyed) as transaction fees, could create deflationary pressure over time. A
small amount of XRP is burned with every transaction to prevent spam on the
network. While the amount of XRP burned per transaction is minuscule, over time,
the total supply of XRP will slowly decrease. This could lead to a deflationary
environment where the decreasing supply drives up the price of XRP, making it
less practical as a medium of exchange. Additionally, as the total supply of XRP
slowly shrinks due to burning, liquidity could become an issue in the distant
future, potentially making it harder for businesses and users to access
sufficient XRP for their transactions.
The
fixed supply of XRP could also contribute to price volatility, especially if
demand fluctuates significantly. Since the supply of XRP is fixed, any
significant surge in demand can result in large price spikes. This volatility
could make XRP less predictable for businesses that rely on it for payments. The
fixed supply of XRP may also not scale well with rapidly expanding use cases. To
the extent more businesses, financial institutions, and payment providers adopt
XRP for cross-border transactions and other use cases, there is a risk that the
fixed supply may not meet such growing demand, leading to supply shortages and
further price volatility.
Ripple
Labs holds a large portion (approximately 38-40 billion XRP as of February 2026)
of the XRP supply, which has led to concerns about centralization. Despite
escrow mechanisms that gradually release XRP into the market, Ripple Labs still
retains control over a significant portion of XRP, which can impact market
dynamics (e.g., supply and demand and volatility) if large amounts are sold. The
concentration of XRP in the hands of Ripple Labs and early stakeholders could
affect the market’s confidence in XRP as a decentralized
asset.
•Adoption
and Use of XRP. The
continued adoption of XRP will require growth in its usage as a means of
exchange and payment. Even if growth in XRP adoption continues in the near or
medium-term, there is no assurance that XRP usage will continue to grow over the
long-term. A contraction in the use of XRP may result in a lack of liquidity,
increased volatility in and a reduction to the price of
XRP.
•Largely
Unregulated Marketplace. Digital
asset markets, including spot markets for XRP, are growing rapidly. The spot
markets through which XRP and other digital assets trade are new and, in some
cases, may be subject to but not comply with their relevant jurisdiction’s
regulations. These markets are local, national and international and include a
broadening range of digital assets and participants. Significant trading may
occur on systems and platforms with minimum predictability. Spot markets may
impose daily, weekly, monthly or customer-specific transaction or withdrawal
limits or suspend withdrawals entirely, rendering the exchange of XRP for fiat
currency difficult or impossible.
Digital
asset exchanges do not appear to be subject to, or may not comply with,
regulation in a similar manner as other regulated trading platforms, such as
national securities exchanges or designated contract markets. Many digital asset
exchanges are unlicensed, unregulated, operate without extensive supervision by
governmental authorities, and do not provide the public with significant
information regarding their ownership structure, management team, corporate
practices, cybersecurity, and regulatory compliance. In particular, those
located outside the United States may be subject to significantly less stringent
regulatory and compliance requirements in their local
jurisdictions.
As
a result, trading activity on or reported by these digital asset exchanges is
generally significantly less regulated than trading in regulated U.S. securities
and commodities markets, and may reflect behavior that would be prohibited in
regulated U.S. trading venues. Furthermore, many spot markets lack certain
safeguards put in place by more traditional exchanges to enhance the stability
of trading on the exchange and prevent flash crashes, such as limit-down circuit
breakers. As a result, the prices of digital assets such as XRP on digital asset
exchanges may be subject to larger and/or more frequent sudden declines than
assets traded on more traditional exchanges. Tools to detect and deter
fraudulent or manipulative trading activities (such as market manipulation,
front-running of trades, and wash-trading) may not be available to or employed
by digital asset
exchanges
or may not exist at all. As a result, the marketplace may lose confidence in, or
may experience problems relating to, these venues.
The
closure or temporary shutdown of XRP exchanges due to fraud, business failure,
hackers or malware, or government-mandated regulation may reduce confidence in
the XRP Ledger and can slow down the mass adoption of XRP. Further, spot market
failures or that of any other major component of the overall XRP ecosystem can
have an adverse effect on XRP markets and the price of XRP and could therefore
have a negative impact on the performance of the Fund. Furthermore, the closure
or temporary shutdown of an XRP spot market may impact the Fund’s ability to
determine the value of its XRP holdings or for the Fund’s Authorized
Participants to effectively arbitrage the Shares.
•Cybersecurity. As a digital asset, XRP is subject to the risk that malicious
actors will exploit flaws in its code or structure that will allow them to,
among other things, steal XRP held by others, control the blockchain, or steal
personally identifying information. The occurrence of any of these events is
likely to have a significant adverse impact on the price and liquidity of XRP
and any XRP-related investments and therefore the value of an investment in the
Fund.
•Forks.
XRP, along with many other digital assets, are open source projects. The
infrastructure and ecosystem that powers the XRP Ledger are developed by
different parties, including affiliated and non-affiliated engineers,
developers, validators, platform developers, evangelists, marketers, exchange
operators and other companies based around a service regarding XRP, each of whom
may have different motivations, drivers, philosophies and
incentives.
Forks
may have a detrimental effect on the value of XRP. Forks can also introduce new
security risks.
Risks
Related to the Regulation of XRP. Any
final determination by a court that XRP or any other digital asset is a
“security” or “commodity” may adversely affect the value of XRP and the value of
the Fund’s shares, and, if XRP is not, or cannot, be registered as a security,
result in a potential termination of the Fund.
Depending
on its characteristics, a digital asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular digital
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider Bitcoin or ETH to be
securities, and does not currently consider Bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letter to a handful of
promoters that their digital assets are not securities. The SEC staff’s guidance
regarding whether a digital asset is or is not a security is not determinative
or binding and a court may come to a different conclusion.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several digital assets on the basis that the digital assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various digital asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the digital
assets traded on their platforms are securities. For example, in June 2023, the
SEC brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In its complaints, the SEC asserted
that XRP is a security under the federal securities laws. In February 2025, the
SEC withdrew the Coinbase Complaint.
Whether
a digital asset is a security under the federal securities laws depends on
whether it is included in the lists of instruments making up the definition of
“security” in the Securities Act of 1933, the Securities Exchange Act of 1934
and the 1940 Act. Digital assets as such do not appear in any of these lists,
although each list includes the terms “investment contract,” “note,” and
“transferable shares” and the SEC has typically analyzed whether a particular
digital asset is a security by reference to whether it meets the tests developed
by the federal courts interpreting these terms, known as the Howey and Reves
tests, respectively. For many digital assets, whether or not the Howey or Reves
tests are met is difficult to resolve definitively, and substantial legal
arguments can often be made both in favor of and against a particular digital
asset qualifying as a security under one or both tests. Adding to the
complexity, the courts, the SEC and
the
SEC staff have indicated that the security status of a particular instrument,
such as a digital asset, can change over time as the relevant facts evolve.
As
part of determining whether XRP is a security for purposes of the federal
securities laws, the Fund takes into account a number of factors, including the
various definitions of “security” under the federal securities laws and federal
court decisions interpreting elements of these definitions, such as the U.S.
Supreme Court’s decisions in the Howey and Reves cases, as well as reports,
orders, press releases, public statements and speeches by the SEC, its
commissioners and its staff providing guidance on when a digital asset may be a
security for purposes of the federal securities laws. Through this process, and
the recent listing of CFTC regulated futures contracts, a reasonable argument
exists that XRP is not a security for purposes of the Securities Act of 1933 and
the Securities Exchange Act of 1934, in light of the uncertainties inherent in
the Howey and Reves tests.
If
an appropriate court determines that XRP is a security, the Adviser would not
intend to permit the Fund to continue holding its investments in a way that
would violate the federal securities laws (and therefore, if necessary, would
either dissolve the Fund or potentially seek to operate the Fund in a manner
that complies with the federal securities laws).
Digital
Assets/Cryptocurrency Risk.
The
performance of the Reference Asset, and consequently the Fund’s performance, is
subject to the risks of the digital assets/cryptocurrency industry.
The
trading prices of many digital assets, including the Reference Asset, have
experienced extreme volatility in recent periods and may continue to do so.
Extreme volatility in the future, including further declines in the trading
prices of the Reference Asset, could have a material adverse effect on the value
of the Fund’s shares (“Shares”) and the Shares could lose all or substantially
all of their value. The value of the Shares is subject to a number of factors
relating to the fundamental investment characteristics of the Reference Asset as
a digital asset, including the fact that digital assets are bearer instruments
and loss, theft, destruction, or compromise of the associated private keys could
result in permanent loss of the asset, and the capabilities and development of
blockchain technologies. Digital assets represent a new and rapidly evolving
industry, and the value of the Shares depends on the acceptance of the Reference
Asset. Changes in the governance of a digital asset network may not receive
sufficient support from users and validators, which may negatively affect that
digital asset network’s ability to grow and respond to
challenges.
Cryptocurrencies, such as the Reference Asset, are a subset of digital
assets designed to act as a medium of exchange. Despite being referred to as
“currencies,” crypto assets are not widely accepted as a means of payment, are
not backed by any government or central bank, and are not legal tender. The
value of digital assets is determined by supply and demand in the global
markets, which consist primarily of transactions of the respective digital
assets on electronic trading platforms or trading venues. Unlike the exchanges
for more traditional assets, the regulation of digital asset trading platforms
is highly fragmented. Due to the fragmentation and lack of oversight of these
trading venues, there is a heightened potential for fraud and manipulation.
Regulation in the U.S. is still developing.
Reference
Asset ETF Investing Risk. Issuer-specific
attributes related to ETFs in which the Fund may invest may cause an investment
held by the Fund to be more volatile than the market generally. The value of an
individual security or asset or particular type of security or asset may be more
volatile than the market as a whole and may perform differently from the value
of the market as a whole. When the Fund invests in ETFs it will incur costs
associated with such funds, including management fees and fees and expenses
borne by shareholders of such ETFs. The value of shares in an ETF may not
replicate the performance of the Reference Asset and the Fund’s investments in
the ETFs will not perform exactly the same as the Fund’s direct investments in
the Reference Asset. However,
the Adviser will still seek to invest as much of the Fund’s portfolio assets
into the Reference Asset directly rather than through a Reference ETF provided
that the Fund will always have at least 40% of its assets in securities.
The
following is a summary of risk factors related to the ETFs that invest in the
Reference Assets as identified by the ETFs in their registration statements –
this is not purported to be a complete list of risks (references to “shares” in
this section are to shares of an ETF).
Risk
Factors Related to Digital Assets
•The
Reference Asset and investments linked to the Reference Asset are relatively new
investments, they present unique and substantial risks, and investing in
Reference Asset has been subject to significant price volatility. The trading
prices of many digital assets, including the Reference Asset, have experienced
extreme volatility in
recent
periods and may continue to do so. Extreme volatility in the future, including
further declines in the trading prices of Reference Asset, could have a material
adverse effect on the value of the shares and the shares could lose all or
substantially all of their value.
•The
value of the Reference Asset has been and may continue to be deeply speculative
such that trading and investing in the Reference Asset intraday may not be based
on fundamental analysis. Individuals and organizations holding large amounts of
the Reference Asset known as “whales” may have the ability to manipulate the
price of the Reference Asset. The value of the shares is subject to a number of
factors relating to the fundamental investment characteristics of the Reference
Asset as a digital asset, including the fact that digital assets are bearer
instruments and loss, theft, destruction, or compromise of the associated
private keys could result in permanent loss of the asset, and the capabilities
and development of blockchain technologies. For example, a blockchain may be
subject to attack by a group of miners or validators that possess more than 50%
of the blockchain’s hashing power. The value of the Fund’s investments in the
Reference Asset may be adversely affected by such an attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of the Reference Asset.
•Changes
in the governance of a digital asset network may not receive sufficient support
from users and miners, which may negatively affect that digital asset network’s
ability to grow and respond to challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of the Reference Asset, the
value of which may be highly volatile and subject to fluctuations due to a
number of factors.
•Proposed
changes to the Reference Asset blockchain protocol may not be adopted by a
sufficient number of validators or miners, which may result in competing
blockchains with different native crypto assets and sets of participants (known
as a “fork”). The value of an investment in the Fund may be negatively impacted
by a temporary or permanent “fork”.
•The
Reference Asset blockchain protocol may contain flaws that can be exploited by
attackers and which may adversely affect the value of Reference Asset and the
Fund’s investments. Flaws in the source code for digital assets have been
exploited including flaws that disabled some functionality for users, exposed
users’ personal information and/or resulted in the theft of users’ digital
assets. The cryptography underlying the Reference Asset could prove to be flawed
or ineffective, or developments in mathematics and/or technology, including
advances in digital computing, algebraic geometry and quantum computing, could
result in such cryptography becoming ineffective. In any of these circumstances,
a malicious actor may be able to compromise the security of the Reference
Asset’s network or take the Trust’s Reference Asset, which would adversely
affect the value of the Fund. Exposure of the Reference Asset to instability in
other speculative parts of the blockchain and crypto industry, such as through
an event that is not necessarily related to the security or utility of Reference
Asset blockchain can nonetheless precipitate a significant decline in the price
of the Reference Asset and an investment in the Fund.
•As
of February 28, 2026, there are over 18,000 alternative digital assets with a
total market capitalization of approximately $2.53 trillion. Many consortiums
and financial institutions are also researching and investing resources into
private or permissioned smart contract platforms. Competition from the emergence
or growth of alternative digital assets and smart contracts platforms could have
a negative impact on the demand for, and price of, the Reference Asset and
thereby adversely affect the value of the Fund.
•Use
of the Reference Asset by consumers and institutions as a medium of exchange in
commerce may be limited. Banks and other established financial institutions may
refuse to process funds for Reference Asset transactions; process wire transfers
to or from digital asset platforms, Reference Asset-related companies or service
providers; or maintain accounts for persons or entities transacting in the
Reference Asset. Processing of
transactions
in the Reference Asset may be slow, transaction fees may be subject to
significant variability. As a result, the price of the Reference Asset may be
influenced to a significant extent by speculators and miners, thus contributing
to price volatility that makes retailers less likely to accept it as a form of
payment in the future.
Risk
Factors Related to the Regulation of the Reference Asset
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of the
Reference Asset, such as by banning, restricting or imposing onerous conditions
or prohibitions on the use of the Reference Asset, mining activity, digital
wallets, the provision of services related to trading and custodying the
Reference Asset, the operation of the Reference Asset network, or the digital
asset platforms generally. Accordingly, future regulatory changes may have a
material adverse impact on the Fund’s investments and its ability to implement
its investment strategy.
•If
regulators subject the Reference Asset to regulation, this could result in
extraordinary expenses that could potentially be borne by the Fund.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is uncertain.
Exchange-Traded
Products Risk.
The Fund invests in other ETFs and ETPs, including those based outside the
United States. These investments carry the same risks as the securities they
hold and may trade at prices above or below the value of their holdings.
Non-U.S. ETPs are not registered investment companies and are subject to
different regulations than U.S. ETFs. They may also be taxed differently for
U.S. investors, which could increase the Fund’s taxable income or cause the Fund
to sell investments at unfavorable times to meet tax
requirements.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the XRP Subsidiary are organized, respectively, could result in the
inability of the Fund to operate as intended and could negatively affect the
Fund and its shareholders. The XRP Subsidiary is not registered under the 1940
Act and is not subject to all the investor protections of the 1940 Act. Thus,
the Fund, as an investor in the XRP Subsidiary, will not have all the
protections offered to investors in registered investment
companies.
Reverse
Repurchase Agreement Risk.
A reverse repurchase agreement is the sale by the Fund of a security to a party
for a specified price, with the simultaneous agreement by the Fund to repurchase
that security from that party on a future date at a higher price. Similar to
borrowing, reverse repurchase agreements provide the Fund with cash for
investment purposes, which creates leverage and subjects the Fund to the risks
of leverage. Reverse repurchase agreements also involve the risk that the other
party may fail to return the securities in a timely manner or at all. The Fund
could lose money if it is unable to recover the securities and/or if the value
of collateral held by the Fund, including the value of the investments made with
cash collateral, is less than the value of
securities.
Concentration
Risk. The Fund’s assets will be concentrated in the sector or sectors
or industry or group of industries that are assigned to the Reference Asset,
which will subject the Fund to the risk that economic, political or other
conditions that have a negative effect on those sectors and/or industries may
negatively impact the Fund to a greater extent than if the Fund’s assets were
invested in a wider variety of sectors or
industries.
Cyber
Security Risk.
The Fund and its service providers, such as the custodian, are susceptible to
operational risks through breaches in cyber security. A breach in cyber security
refers to both intentional and unintentional events that may cause the Fund and
its service providers to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Fund to incur regulatory
penalties, reputational damage, additional compliance costs associated with
corrective measures and/or financial loss, including loss of the Reference
Asset. Cyber security breaches may involve unauthorized access to the Fund’s
digital information systems through hacking or malicious software coding but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,
cyber security breaches of the issuers of securities in which the Fund invests
or the Fund’s third-party service providers, such as its administrator, transfer
agent, custodian, or sub-
advisor,
as applicable, can also subject the Fund to many of the same risks associated
with direct cyber security breaches. Although the Fund has established risk
management systems designed to reduce the risks associated with cyber security,
there is no guarantee that such efforts will succeed, especially because the
Fund does not directly control the cyber security systems of issuers or
third-party service providers.
Custodian
Risk.
The Reference Asset and other assets held by the Fund that operate on
distributed ledger/blockchain technology can only be transferred by the person
holding both the public and private keys to the digital wallet in which the
asset is held. The Fund’s Crypto Custodian that custodies the Fund’s digital
assets is in control of the private keys for the Fund’s digital wallets. In the
event such custodian loses sole control of the private keys (e.g., through a
data breach or hack), the Fund’s digital assets held by such custodian could be
lost. The Fund’s custodian uses hardware security modules (HSMs) as part of
their security architecture. An HSM is a specialized device that can generate
and hold private keys securely and can use those keys to sign and approve
transactions. The HSMs’ custom logic verifies that all sensitive requests
(withdrawals, policy changes, new user additions, etc.) are approved by a valid
quorum of client users and also approved by the custodian, and they provide
on-demand private key accessibility.
Foreign
Securities Risk. To
the extent the Fund invests in securities of foreign ETFs, such investments may
be subject to additional risks not typically associated with investments in
domestic securities. These risks may include, among others, currency risk,
country risks (political, diplomatic, regional conflicts, terrorism, war, social
and economic instability, currency devaluations and policies that have the
effect of limiting or restricting foreign investment or the movement of assets),
different trading practices, less government supervision, less publicly
available information, limited trading markets and greater
volatility.
ETF
Risks.
The Fund is an exchange-traded fund, and, as a result of an ETF’s structure, it
is exposed to the following risks:
•Authorized
Participants, Market Makers, and Liquidity Providers Limitation
Risk. The Fund has a limited number of financial institutions that may act
as Authorized Participants (“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 (“Shares”) may trade at
a material discount to NAV and possibly face delisting: (i) APs exit the
business or otherwise become unable to process creation and/or redemption orders
and no other APs step forward to perform these services, or (ii) market makers
and/or liquidity providers exit the business or significantly reduce their
business activities and no other entities step forward to perform their
functions.
•Cash
Redemption Risk.
The Fund intends 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.
Due to the costs of buying or selling Shares, including brokerage commissions
imposed by brokers and bid/ask spreads, frequent trading of Shares may
significantly reduce investment results and an investment in Shares may not be
advisable for investors who anticipate regularly making small
investments.
•Shares
May Trade at Prices Other Than NAV. As with all ETFs, Shares may be bought and sold in the secondary
market at market prices. Although it is expected that the market price of Shares
will approximate the Fund’s NAV, there may be times when the market price of
Shares is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of Shares or during periods of market
volatility. This risk is heightened in times of market volatility and volatility
in the Fund’s portfolio holdings, 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. If an investor
purchases Shares at a time when the market price is at a premium to the NAV of
the Shares or sells at a time when the market price is at a discount to the NAV
of the Shares, then the investor may sustain losses that are in addition to any
losses caused by a decrease in NAV.
•Trading.
Although Shares are listed for trading on a national securities exchange, and
may be traded on other U.S. exchanges, there can be no assurance that Shares
will trade with any volume, or at all, on any stock exchange. In stressed market
conditions, the liquidity of Shares may begin to mirror the liquidity of the
Fund’s underlying portfolio holdings, which can be significantly less liquid
than Fund Shares.
Inflation
Risk.
Inflation risk is the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As
inflation increases, the present value of the Fund’s assets and distributions,
if any, may decline.
Indirect
Investment Risk. Neither the Reference Asset nor the XRP Ledger are affiliated
with the Trust, the Fund, or the Adviser, or any affiliates thereof and are not
involved with this offering in any way, and have no obligation to consider the
Fund in taking any actions that might affect the value of the Fund. None of the
Trust, the Fund, the Adviser, or any affiliate are responsible for the
performance of the Reference Asset and make no representation as to the
performance of the Reference Asset. Investing in the Fund is not equivalent to
investing in the Reference Asset.
Non-Correlation
Risk. The performance of the fund will not, and is not intended to,
correlate exactly to the performance of the Reference Asset and will vary
somewhat due to factors such as fees and expenses of the Fund and the Reference
ETFs, transaction costs, regulatory restrictions, and active management of the
Fund’s portfolio.
New
Fund Risk. As
of the date of this prospectus, the Fund has less than a year of operations and
currently has fewer assets than larger funds. Like other new funds, large
inflows and outflows may impact the Fund’s market exposure for limited periods
of time. This impact may be positive or negative, depending on the direction of
market movement during the period affected.
Non-Diversification
Risk.
Because the Fund is non-diversified, it may invest a greater percentage of its
assets in the securities of a single issuer or a smaller number of issuers than
if it was a diversified fund. As a result, a decline in the value of an
investment in a single issuer or a smaller number of issuers could cause the
Fund’s overall value to decline to a greater degree than if the Fund held a more
diversified portfolio.
Operational
Risk. The
Fund is subject to risks arising from various operational factors, including,
but not limited to, human error, processing and communication errors, errors of
the Fund’s service providers, counterparties or other third-parties, failed or
inadequate processes and technology or systems failures. The Fund relies on
third-parties for a range of services, including custody. Any delay or failure
relating to engaging or maintaining such service providers may affect the Fund’s
ability to meet its investment objective. Although the Fund and Adviser seek to
reduce these operational risks through controls and procedures, there is no way
to completely protect against such risks.
Economic
and Market Events Risk. Events
in the U.S. and global financial markets, including actions taken by the U.S.
Federal Reserve or foreign central banks to stimulate or stabilize economic
growth, may at times, and for varying periods of time, result in unusually high
market volatility, which could negatively impact the Fund’s performance and
cause the Fund to experience illiquidity, shareholder redemptions, or other
potentially adverse effects. Reduced liquidity in credit and fixed-income
markets could negatively affect issuers worldwide. Banks and financial services
companies could suffer losses if interest rates rise or economic conditions
deteriorate.
Tax
Risk. The
Fund will qualify as a regulated investment company (a “RIC”) for tax purposes
if, among other things, it satisfies a source-of-income test and an
asset-diversification test. Investing in XRP (or any other digital asset) or
derivatives based upon XRP (or any other digital assets) presents a risk for the
Fund because income from such investments would not qualify as good income under
the source-of-income test. The Fund will gain exposure to the Reference Asset
through investments in the XRP
Subsidiary,
which is intended to provide the Fund with exposure to XRP returns while
enabling the Fund to satisfy source-of-income requirements. There is some
uncertainty about how the XRP
Subsidiary
will be treated for tax purposes and thus whether the Fund can maintain exposure
to XRP returns without risking its status as a RIC for tax purposes. Failing to
qualify as a RIC for tax purposes and not curing such failure could have adverse
consequences for the Fund and its shareholders, including that both the income
of the Fund and dividends paid to its shareholders would be subject to U.S.
federal income tax and that such taxes applied at the Fund level would
correspondingly reduce the NAV of the Fund. These issues are described
in more detail in the section entitled “ADDITIONAL INFORMATION ABOUT RISK – Tax
Risk” below, as well as in the Fund’s SAI.
U.S.
Government Securities Risk.
U.S. government securities are subject to interest rate risk but generally do
not involve the credit risks associated with investments in other types of debt
securities. As a result, the yields available from U.S. government securities
are generally lower than the yields available from other debt securities. U.S.
government securities are guaranteed only as to the timely payment of interest
and the payment of principal when held to maturity.
PERFORMANCE HISTORY
The Fund does not
have a full calendar year of performance history. In the future,
performance information will be presented in this section of the Prospectus.
Performance information will contain a bar chart and table that
provide some indication of the risks of investing in the Fund by showing changes
in the Fund’s performance from year to year and by showing the Fund’s average
annual returns for certain time periods as compared to a broad measure of market
performance. Investors
should be aware that past performance before and after taxes is not necessarily
an indication of how the Fund will perform in the
future.
Updated
performance information for the Fund, including its current net asset value per
share, is available by calling toll-free at (844)
802-4004.
INVESTMENT
ADVISER
REX
Advisers, LLC (the “Adviser”) is the investment adviser to the
Fund.
Portfolio
Managers
Matthew
Pelletier, Lead Portfolio Manager of the Adviser, has served as the Fund’s
portfolio manager since its inception in 2025.
Matthew
Holcomb, Senior Vice President, Senior Trader and Portfolio Manager of the
Adviser, has served as the Fund’s portfolio manager since its inception in
2025.
PURCHASE
AND SALE OF FUND SHARES
The
Fund will issue (or redeem) shares to certain institutional investors (typically
market makers or other broker-dealers) only in large blocks of at least 25,000
shares known as “Creation Units.” Creation Unit transactions are typically
conducted in exchange for the deposit or delivery of in-kind securities and/or
cash. Individual shares may only be purchased and sold on a national securities
exchange through a broker-dealer. You can purchase and sell individual shares of
the Fund throughout the trading day like any publicly traded security. The
Fund’s shares are listed on the Exchange (i.e.,
Cboe BZX Exchange, Inc.). The price of the Fund’s shares is based on market
price, and because exchange-traded fund shares trade at market prices rather
than NAV, shares may trade at a price greater than NAV (premium) or less than
NAV (discount). When buying or selling shares through a broker, most investors
will incur customary brokerage commissions and charges and you may pay some or
all of the spread between the bid and the offered prices in the secondary market
for shares. Except when aggregated in Creation Units, the Fund’s shares are not
redeemable securities. Recent information regarding the Fund, including its NAV,
market price, premiums and discounts, and bid/ask spreads, is available on the
Fund’s website at www.rexshares.com.
TAX
INFORMATION
The
Fund’s distributions will be taxed as ordinary income or capital gain, unless
you are investing through a tax-deferred arrangement, such as a 401(k) plan or
an individual retirement account, in which case withdrawals from such
arrangements generally will be taxed.
PAYMENTS
TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If
you purchase shares of the Fund through a broker-dealer or other financial
intermediary (e.g.,
a bank), the Fund and its related companies may pay the intermediary for the
sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary and
your salesperson to recommend the Fund over another investment. Ask your
salesperson or visit your financial intermediary’s website for more
information.
ADDITIONAL
INFORMATION ABOUT THE FUND’S INVESTMENTS
Investment
Objective
REX-OspreyTM
XRP ETF seeks investment results of the performance, before fees and expenses,
of XRP (“XRP” or the “Reference Asset”).
The
Fund’s investment objectives may be changed by the Board of Trustees (the
“Board”) of ETF Opportunities Trust (the “Trust”) without shareholder approval
upon 60 days’ written notice to shareholders.
Principal
Investment Strategies
The
Fund, under normal market conditions, invests at least 80% of its net
assets (plus any borrowings for investment purposes) in its Reference Asset and
other assets that provide exposure to the Reference Asset. The Fund will invest
directly or through its Cayman Subsidiary, which is described more fully
below.
Although
the Fund seeks returns equal to the Reference Asset, the Fund’s performance will
not, and is not intended to, replicate the performance of the Reference Asset
(i.e., the Fund’s returns may not be the same as the Reference Asset, due to
fees and expenses of the Fund and the Reference ETFs in which it invests,
trading and other expenses, but will generally be in the same direction in a
positive or negative manner).
The
Fund seeks to invest the majority of its assets directly in the Reference Asset.
The Fund will generally purchase and sell its Reference Asset on exchanges such
as Coinbase and Kraken.
XRP
is a cryptocurrency that was introduced in 2012, and quickly developed its
own online community, reaching a peak market capitalization of
approximately US$210 billion on July 18, 2025. As of February 28, 2026, the
market capitalization of XRP was approximately $84 billion.
The
Fund will invest at least 40% of its assets directly in shares of other
exchange-traded funds (“ETFs”) and exchange-traded products (“ETPs”), including
non-U.S. ETPs (“non-US ETPs”), which invest directly in, provide exposure to,
replicate the performance of, or have trading and/or price performance
characteristics similar to the Reference Asset (such ETFs, ETPs, and non-US
ETPs, “Reference ETFs”). The non-U.S. ETPs in which the Fund may invest are
domiciled in Canada and/or Europe and are listed and available for sale in
various jurisdictions in Europe (such as Austria, Belgium, Denmark, Finland,
France, Germany, Italy, Ireland, Luxembourg, Netherlands, Norway, Poland, Spain,
Sweden, and Switzerland). Where available, the Fund will invest in the USD share
class of the applicable non-U.S. ETP. Non-US ETPs will not be treated as
regulated investment companies for U.S. federal income tax purposes and
therefore will not be taxed as such.
The
Fund may seek to gain exposure to its Reference Asset, in whole or in part,
through investments in a subsidiary organized in the Cayman Islands. For the
REX-OspreyTM
XRP ETF, that subsidiary is the REX-OspreyTM
XRP (Cayman) Portfolio S.P. (the “REX-OspreyTM
Subsidiary”).
The REX-OspreyTM
Subsidiary is wholly-owned and controlled by its Fund.
Except
as noted, references to the investment strategies and risks of the Fund include
the investment strategies and risks of its REX-OspreyTM
Subsidiary. The REX-OspreyTM
Subsidiary has the same investment objective as its Fund and will follow the
same general investment policies and restrictions. The Fund will aggregate its
investments with its REX-OspreyTM
Subsidiary for purposes of determining compliance with (i) Section 8 of the
Investment Company Act of 1940 (the “1940 Act”), which governs fundamental
investment limitations (which are described more specifically in the Fund’s
statement of additional information); and (ii) Section 18 of the 1940 Act, which
governs capital structure and includes limitations associated with the Fund’s
ability to leverage its investments. Additionally, the REX-OspreyTM
Subsidiary’s investment advisory contracts will be governed in accordance with
Section 15 of the 1940 Act, and the REX-OspreyTM
Subsidiary will adhere to applicable provisions of Section 17 of the 1940 Act
governing affiliate transactions. The principal investment strategies and
principal risks of the REX-OspreyTM
Subsidiary constitute principal investment strategies and principal risks of its
corresponding Fund, and the disclosures of those strategies and risks in this
prospectus are designed to reflect the aggregate operations of the Fund and its
REX-OspreyTM
Subsidiary.
In
order to help the Fund meet its investment objective by maintaining exposure to
the Reference Asset and Reference ETPs that themselves provide exposure to the
Reference Asset, and also by maintaining its tax status as a regulated
investment company, the Fund may invest in:
Reverse
Repurchase Agreements
Reverse
repurchase agreements are a form of borrowing. Accordingly, the Fund may lose
money by engaging in reverse repurchase agreement transactions.
Because
the Fund intends to qualify for treatment as a RIC under the Code, the size of
the Fund’s investment in the Subsidiary will not exceed 25% of the Fund’s total
assets at or around each quarter end of the Fund’s fiscal year. At other times
of the year, the Fund’s investments in the Subsidiary will significantly exceed
25% of the Fund’s gross assets.
When
the Fund seeks to reduce its total assets exposure to the Subsidiary, it may use
short-term Treasury Bills it owns or purchase additional Treasury Bills to
transact in reverse repurchase transactions. The reverse repurchase agreements
will increase the Fund’s gross assets, which the Adviser expects will allow the
Fund to meet the Asset Diversification Test. When the Fund enters into a reverse
repurchase agreement, it will treat the reverse repurchase agreement
transactions as derivatives transactions for purposes of Rule 18f-4 under the
1940 Act, including as applicable the value-at-risk limit on leverage risk. To
the extent sales and dispositions of portfolio assets in connection with the
quarterly diversification test will result in distributions to shareholders, the
composition of such distributions may consist of short term or long-term capital
gains, or both.
The
Fund is classified as “non-diversified” under the Investment Company Act of 1940
(the “1940 Act”).
Principal
Risks of Investing in the Fund
There
can be no assurance that the Fund will achieve its respective investment
objective. The following information is in addition to, and should be read along
with, the description of the Fund’s principal investment risks in the section
titled “Fund Summary - Principal Investment Risks” above. The principal risks
are presented in alphabetical order to facilitate finding particular risks and
comparing them with those of other funds. Each risk summarized below is
considered a principal risk of investing in the Fund, regardless of the order in
which it appears.
XRP
Investing Risk. Cryptocurrencies,
such as XRP, operate without central authority or banks and are not backed by
any government. Cryptocurrencies are often referred to as a “virtual asset” or
“digital asset,” and operate as a decentralized, peer-to-peer financial trading
platform and value storage that is used like money. A cryptocurrency is also not
a legal tender. Investments linked to XRP can be highly volatile compared to
investments in traditional securities and the Fund may experience sudden and
large losses. The markets for XRP and XRP-related investments may become
illiquid. These markets may fluctuate widely based on a variety of factors
including changes in overall market movements, political and economic events,
wars, acts of terrorism, natural disasters (including disease, epidemics and
pandemics) and changes in interest rates or inflation rates. An investor should
be prepared to lose the full principal value of their investment suddenly and
without warning. A number of factors affect the price and market for
XRP:
•New
Technology. XRP
is a relatively new technological innovation with a limited operating history.
XRP has a relatively limited history of existence and operations. There is a
limited established performance record for the price of XRP and, in turn, a
limited basis for evaluating an investment in XRP.
•Supply
and Demand of XRP. Unlike
other digital assets such as bitcoin or ether, XRP is not and was not mined
gradually over time. Instead, all 100 billion XRP tokens were created at the
time of the XRP Ledger’s launch in 2012. This means that every XRP token that
exists today, or will ever exist, was generated from the outset of the XRP
Ledger. As a result, there is no ability for the supply of XRP to be adjusted in
response to economic conditions. For instance, there is no ability for the
supply of XRP to be increased to meet rising demand, which could lead to price
volatility. In addition, unlike blockchains that utilize “proof-of-work” or
“proof-of-stake” where miners or stakers are rewarded with newly minted coins or
tokens, XRP validators are not incentivized by block rewards since there is no
new issuance of XRP.
Additionally,
the fixed supply of XRP, combined with the burning of XRP (permanently
destroyed) as transaction fees, could create deflationary pressure over time. A
small amount of XRP is burned with every transaction to prevent spam on the
network. While the amount of XRP burned per transaction is minuscule, over time,
the total supply of XRP will slowly decrease. This could lead to a deflationary
environment where the decreasing supply drives up the price of XRP, making it
less practical as a medium of exchange. Additionally, as the total supply of XRP
slowly shrinks due to burning, liquidity could become an issue in the distant
future, potentially making it harder for businesses and users to access
sufficient XRP for their transactions.
The
fixed supply of XRP could also contribute to price volatility, especially if
demand fluctuates significantly. Since the supply of XRP is fixed, any
significant surge in demand can result in large price spikes. For example,
during periods of high market activity or speculation, the price of XRP could
rapidly increase due to the inability to expand supply to match demand. This
volatility could make XRP less predictable for businesses that rely on it for
payments. Digital assets with a flexible supply, such as stablecoins, can adjust
to maintain a stable value. XRP, however, could experience price swings that
make it less attractive for everyday transactions or long-term financial
planning.
The
fixed supply of XRP may also not scale well with rapidly expanding use cases. To
the extent more businesses, financial institutions, and payment providers adopt
XRP for cross-border transactions and other use cases, there is a risk that the
fixed supply may not meet such growing demand, leading to supply shortages and
further price volatility. In the case of massive adoption, the scarcity of XRP
could raise its value too much, making it less appealing for day-to-day
transactions or use as a liquidity bridge in cross-border payments, as
businesses might prefer a more stable and widely available
currency.
Ripple
Labs holds a large portion (approximately 38-40 billion XRP as of February 2026)
of the XRP supply, which has led to concerns about centralization. Despite
escrow mechanisms that gradually release XRP into the market, Ripple Labs still
retains control over a significant portion of XRP, which can impact market
dynamics (e.g., supply and demand and volatility) if large amounts are sold. The
concentration of XRP in the hands of Ripple Labs and early stakeholders could
affect the market’s confidence in XRP as a decentralized asset.
•Adoption
and Use of XRP. The
continued adoption of XRP will require growth in its usage as a means of
exchange and payment. Even if growth in XRP adoption continues in the near or
medium-term, there is no assurance that XRP usage will continue to grow over the
long-term. A contraction in the use of XRP may result in a lack of liquidity,
increased volatility in and a reduction to the price of XRP.
•The
Regulatory Environment Relating to XRP. The
regulation of cryptocurrencies, digital assets and related investments in the
U.S. is in its nascent stages and the nature and extent of the regulatory
framework to be implemented is not yet clear. Federal and state, as well as
foreign governments may restrict the use and exchange of a crypto asset, such as
XRP. Depending on its characteristics, a digital asset, including XRP, may be
considered a “security” under U.S. federal and/or state securities laws. The
test for determining whether a particular digital asset is a “security” is
complex and difficult to apply, and the outcome is difficult to predict. Any
enforcement action by the SEC or a state securities regulator asserting that XRP
is a security, or a court decision to that effect, would be expected to have an
immediate material adverse impact on the trading price of XRP, as well as the
Shares. This is because the business models behind most digital assets are
incompatible with regulations applying to transactions in securities. If a
digital asset is determined to be a security, it is likely to become difficult
or impossible for the digital asset to be traded, cleared or custodied in the
United States through the same channels used by non-security digital assets,
which in addition to materially and adversely affecting the trading value of the
digital asset is likely to significantly impact its liquidity and market
participants’ ability to convert the digital asset into U.S. dollars. Any
assertion that a digital asset is a security by the SEC or another regulatory
authority may have similar effects.
•Largely
Unregulated Marketplace. Digital
asset markets, including spot markets for XRP, are growing rapidly. The spot
markets through which XRP and other digital assets trade are new and, in some
cases, may be subject to but not comply with their relevant jurisdiction’s
regulations. These markets are local, national and international
and
include a broadening range of digital assets and participants. Significant
trading may occur on systems and platforms with minimum predictability. Spot
markets may impose daily, weekly, monthly or customer-specific transaction or
withdrawal limits or suspend withdrawals entirely, rendering the exchange of XRP
for fiat currency difficult or impossible.
Digital
asset exchanges do not appear to be subject to, or may not comply with,
regulation in a similar manner as other regulated trading platforms, such as
national securities exchanges or designated contract markets. Many digital asset
exchanges are unlicensed, unregulated, operate without extensive supervision by
governmental authorities, and do not provide the public with significant
information regarding their ownership structure, management team, corporate
practices, cybersecurity, and regulatory compliance. In particular, those
located outside the United States may be subject to significantly less stringent
regulatory and compliance requirements in their local
jurisdictions.
As
a result, trading activity on or reported by these digital asset exchanges is
generally significantly less regulated than trading in regulated U.S. securities
and commodities markets, and may reflect behavior that would be prohibited in
regulated U.S. trading venues. Furthermore, many spot markets lack certain
safeguards put in place by more traditional exchanges to enhance the stability
of trading on the exchange and prevent flash crashes, such as limit-down circuit
breakers. As a result, the prices of digital assets such as XRP on digital asset
exchanges may be subject to larger and/or more frequent sudden declines than
assets traded on more traditional exchanges. Tools to detect and deter
fraudulent or manipulative trading activities (such as market manipulation,
front-running of trades, and wash-trading) may not be available to or employed
by digital asset exchanges or may not exist at all. As a result, the marketplace
may lose confidence in, or may experience problems relating to, these
venues.
The
closure or temporary shutdown of XRP exchanges due to fraud, business failure,
hackers or malware, or government-mandated regulation may reduce confidence in
the XRP Ledger and can slow down the mass adoption of XRP. Further, spot market
failures or that of any other major component of the overall XRP ecosystem can
have an adverse effect on XRP markets and the price of XRP and could therefore
have a negative impact on the performance of the Fund. Furthermore, the closure
or temporary shutdown of an XRP spot market may impact the Fund’s ability to
determine the value of its XRP holdings or for the Fund’s Authorized
Participants to effectively arbitrage the Shares.
•Cybersecurity. As
a digital asset, XRP is subject to the risk that malicious actors will exploit
flaws in its code or structure that will allow them to, among other things,
steal XRP held by others, control the blockchain, or steal personally
identifying information. The occurrence of any of these events is likely to have
a significant adverse impact on the price and liquidity of XRP and any
XRP-related investments and therefore the value of an investment in the Fund.
Additionally, the XRP Ledger’s functionality relies on the Internet. A
significant disruption of Internet connectivity affecting large numbers of users
or geographic areas could impede the functionality of the XRP Ledger. Any
technical disruptions or regulatory limitations that affect Internet access may
have an adverse effect on the XRP Ledger, the price of XRP and the value of an
investment in the Fund. Finally, crypto asset platforms may stop operating or
permanently shut down due to fraud, technical glitches, hackers or
malware.
•Forks.
XRP, along with many other digital assets, are open source projects. The
infrastructure and ecosystem that powers the XRP Ledger are developed by
different parties, including affiliated and non-affiliated engineers,
developers, validators, platform developers, evangelists, marketers, exchange
operators and other companies based around a service regarding XRP, each of whom
may have different motivations, drivers, philosophies and
incentives.
As
a result, any individual can propose refinements or improvements to the XRP
Ledger’s source code through one or more software upgrades that could alter the
protocols governing the XRP Ledger and the properties of XRP. When a
modification is proposed and a substantial majority of users and validators
consent to the modification, the change is implemented and the XRP Ledger
remains uninterrupted. However, a “hard fork” occurs if less than a substantial
majority of users and validators consent to the proposed modification, and the
modification
is not compatible with the software prior to its modification. In other words,
two incompatible networks would then exist: (1) one network running the
pre-modified software and (2) another network running the modified software. The
effect of such a fork would be the existence of two versions of XRP running in
parallel, and the creation of a new digital asset which lacks interchangeability
with its predecessor. This is in contrast to a “soft fork,” or a proposed
modification to the software governing the network that results in a post-update
network that is compatible with the network as it existed prior to the update,
because it restricts the network operations that can be performed after the
update.
Forks
may have a detrimental effect on the value of XRP. Forks can also introduce new
security risks.
Risks
Related to the Regulation of XRP. Any
final determination by a court that XRP or any other digital asset is a
“security” or “commodity” may adversely affect the value of XRP and the value of
the Fund’s shares, and, if XRP is not, or cannot, be registered as a security,
result in a potential termination of the Fund.
Depending
on its characteristics, a digital asset may be considered a “security” under the
federal securities laws. The test for determining whether a particular digital
asset is a “security” is complex and difficult to apply, and the outcome is
difficult to predict. Public, though non-binding, statements by senior officials
at the SEC have indicated that the SEC did not consider Bitcoin or ETH to be
securities, and does not currently consider Bitcoin to be a security. The SEC
staff has also provided informal assurances via no-action letter to a handful of
promoters that their digital assets are not securities. The SEC staff’s guidance
regarding whether a digital asset is or is not a security is not determinative
or binding and a court may come to a different conclusion.
On
the other hand, the SEC has brought enforcement actions against the issuers and
promoters of several digital assets on the basis that the digital assets in
question are securities. More recently, the SEC has also brought enforcement
actions against various digital asset trading platforms for allegedly operating
unregistered securities exchanges on the basis that certain of the digital
assets traded on their platforms are securities. For example, in June 2023, the
SEC brought a complaint against Coinbase (the “Coinbase Complaint”) alleging
violations of a variety of securities laws. In its complaints, the SEC asserted
that XRP is a security under the federal securities laws. In February 2025, the
SEC withdrew the Coinbase Complaint.
Whether
a digital asset is a security under the federal securities laws depends on
whether it is included in the lists of instruments making up the definition of
“security” in the Securities Act of 1933, the Securities Exchange Act of 1934
and the 1940 Act. Digital assets as such do not appear in any of these lists,
although each list includes the terms “investment contract,” “note,” and
“transferable shares” and the SEC has typically analyzed whether a particular
digital asset is a security by reference to whether it meets the tests developed
by the federal courts interpreting these terms, known as the Howey and Reves
tests, respectively. For many digital assets, whether or not the Howey or Reves
tests are met is difficult to resolve definitively, and substantial legal
arguments can often be made both in favor of and against a particular digital
asset qualifying as a security under one or both tests. Adding to the
complexity, the courts, the SEC and the SEC staff have indicated that the
security status of a particular instrument, such as a digital asset, can change
over time as the relevant facts evolve.
As
part of determining whether XRP is a security for purposes of the federal
securities laws, the Fund takes into account a number of factors, including the
various definitions of “security” under the federal securities laws and federal
court decisions interpreting elements of these definitions, such as the U.S.
Supreme Court’s decisions in the Howey and Reves cases, as well as reports,
orders, press releases, public statements and speeches by the SEC, its
commissioners and its staff providing guidance on when a digital asset may be a
security for purposes of the federal securities laws. Through this process, and
the recent listing of CFTC regulated futures contracts, a reasonable argument
exists that XRP is not a security for purposes of the Securities Act of 1933 and
the Securities Exchange Act of 1934, in light of the uncertainties inherent in
the Howey and Reves tests.
If
an appropriate court determines that XRP is a security, the Adviser would not
intend to permit the Fund to continue holding its investments in a way that
would violate the federal securities laws (and therefore, if necessary, would
either dissolve the Fund or potentially seek to operate the Fund in a manner
that complies with the federal securities laws).
Digital
Assets/Cryptocurrency Risk.
The
performance of the Reference Asset, and consequently the Fund’s performance, is
subject to the risks of the digital assets/cryptocurrency industry.
The
trading prices of many digital assets, including the Reference Asset, have
experienced extreme volatility in recent periods and may continue to do so.
Extreme volatility in the future, including further declines in the trading
prices of the Reference Asset, could have a material adverse effect on the value
of the Fund’s shares (“Shares”) and the Shares could lose all or substantially
all of their value. The value of the Shares is subject to a number of factors
relating to the fundamental investment characteristics of the Reference Asset as
a digital asset, including the fact that digital assets are bearer instruments
and loss, theft, destruction, or compromise of the associated private keys could
result in permanent loss of the asset, and the capabilities and development of
blockchain technologies. Digital assets represent a new and rapidly evolving
industry, and the value of the Shares depends on the acceptance of the Reference
Asset. Changes in the governance of a digital asset network may not receive
sufficient support from users and validators, which may negatively affect that
digital asset network’s ability to grow and respond to challenges.
Cryptocurrencies,
such as the Reference Asset, are a subset of digital assets designed to act as a
medium of exchange. Despite being referred to as “currencies,” crypto assets are
not widely accepted as a means of payment, are not backed by any government or
central bank, and are not legal tender. The value of digital assets is
determined by supply and demand in the global markets, which consist primarily
of transactions of the respective digital assets on electronic trading platforms
or trading venues. Unlike the exchanges for more traditional assets, the
regulation of digital asset trading platforms is highly fragmented. Due to the
fragmentation and lack of oversight of these trading venues, there is a
heightened potential for fraud and manipulation. Regulation in the U.S. is still
developing.
Reference
Asset Risk:
The Fund’s investments in its respective Reference Asset and ETFs and other
instruments with exposure to the Reference Asset expose the Fund to the risks
associated with an investment in its respective Reference Asset. The Reference
Asset is a relatively new innovation and is subject to unique and substantial
risks. The market for each Reference Asset is subject to rapid price swings,
changes and uncertainty.
Reference
Asset ETF Investing Risk. Issuer-specific
attributes related to Reference ETFs in which the Fund may invest may cause an
investment held by the Fund to be more volatile than the market generally. The
value of an individual security or asset or particular type of security or asset
may be more volatile than the market as a whole and may perform differently from
the value of the market as a whole. When the Fund invests in Reference ETFs it
will incur costs associated with such funds, includes management fees and fees
and expenses borne by shareholders of such ETFs. The value of shares in a
Reference ETF may not replicate the performance of the Reference Asset and the
Fund’s investments in the Reference ETFs will not perform exactly the same as
each Fund’s direct investments in the Reference Asset. However,
the Adviser will still seek to invest as much of the Fund’s portfolio assets
into the Reference Asset directly rather than through a Reference ETF provided
that the Fund will always have at least 40% of its assets in securities.
The
following is a summary of risk factors related to the ETFs that invest in the
Reference Assets as identified by the ETFs in their registration statements –
this is not purported to be a complete list of risks (references to “shares” in
this section are to shares of an ETF).
Risk
Factors Related to Digital Assets
•The
Reference Asset and investments linked to the Reference Asset are relatively new
investments, they present unique and substantial risks, and investing in
Reference Asset has been subject to significant price volatility. The trading
prices of many digital assets, including the Reference Asset, have experienced
extreme volatility in recent periods and may continue to do so. Extreme
volatility in the future, including further declines in the trading prices of
Reference Asset, could have a material adverse effect on the value of the shares
and the shares could lose all or substantially all of their value.
•The
value of the Reference Asset has been and may continue to be deeply speculative
such that trading and investing in the Reference Asset intraday may not be based
on fundamental analysis. Individuals and organizations holding large amounts of
the Reference Asset known as “whales” may have the ability to manipulate the
price of the Reference Asset. The value of the shares is subject to a number of
factors relating to the fundamental investment characteristics of the Reference
Assets as a digital asset, including the fact that digital assets are bearer
instruments and loss, theft, destruction, or compromise of the associated
private keys
could
result in permanent loss of the asset, and the capabilities and development of
blockchain technologies. For example, a blockchain may be subject to attack by a
group of miners or validators that possess more than 50% of the blockchain’s
hashing power. The value of the Fund’s investments in the Reference Asset may be
adversely affected by such an attack.
•Digital
assets represent a new and rapidly evolving industry, and the value of the
shares depends on the acceptance of the Reference Asset.
•Changes
in the governance of a digital asset network may not receive sufficient support
from users and miners, which may negatively affect that digital asset network’s
ability to grow and respond to challenges.
Risk
Factors Related to the Digital Asset Platforms
•The
value of the Shares relates directly to the value of the Reference Asset, the
value of which may be highly volatile and subject to fluctuations due to a
number of factors.
•Proposed
changes to the Reference Asset blockchain protocol may not be adopted by a
sufficient number of validators or miners, which may result in competing
blockchains with different native crypto assets and sets of participants (known
as a “fork”). The value of an investment in the Fund may be negatively impacted
by a temporary or permanent “fork”.
•The
Reference Asset blockchain protocol may contain flaws that can be exploited by
attackers and which may adversely affect the value of Reference Asset and the
Fund’s investments. Flaws in the source code for digital assets have been
exploited including flaws that disabled some functionality for users, exposed
users’ personal information and/or resulted in the theft of users’ digital
assets. The cryptography underlying the Reference Asset could prove to be flawed
or ineffective, or developments in mathematics and/or technology, including
advances in digital computing, algebraic geometry and quantum computing, could
result in such cryptography becoming ineffective. In any of these circumstances,
a malicious actor may be able to compromise the security of the Reference
Asset’s network or take the Trust’s Reference Asset, which would adversely
affect the value of the Fund. Exposure of the Reference Asset to instability in
other speculative parts of the blockchain and crypto industry, such as through
an event that is not necessarily related to the security or utility of Reference
Asset blockchain can nonetheless precipitate a significant decline in the price
of the Reference Asset and an investment in the Fund.
•As
of February 28, 2026, there are over 18,000 alternative digital assets with a
total market capitalization of approximately $2.53 trillion. Many consortiums
and financial institutions are also researching and investing resources into
private or permissioned smart contract platforms. Competition from the emergence
or growth of alternative digital assets and smart contracts platforms could have
a negative impact on the demand for, and price of, the Reference Asset and
thereby adversely affect the value of the Fund.
•Use
of the Reference Asset by consumers and institutions as a medium of exchange in
commerce may be limited. Banks and other established financial institutions may
refuse to process funds for Reference Asset transactions; process wire transfers
to or from digital asset platforms, Reference Asset-related companies or service
providers; or maintain accounts for persons or entities transacting in the
Reference Asset. Processing of transactions in the Reference Asset may be slow,
transaction fees may be subject to significant variability. As a result, the
price of the Reference Asset may be influenced to a significant extent by
speculators and miners, thus contributing to price volatility that makes
retailers less likely to accept it as a form of payment in the
future.
Risk
Factors Related to the Regulation of the Reference Asset
•There
are risks regarding new or changing laws and regulations that may affect the use
of blockchain technology and/or investments in crypto assets. Digital asset
platforms in the U.S. exist in a state of regulatory uncertainty, and adverse
legislative or regulatory developments could significantly harm the value of the
Reference Asset, such as by banning, restricting or imposing onerous conditions
or prohibitions on the use of the Reference Asset,
mining
activity, digital wallets, the provision of services related to trading and
custodying the Reference Asset, the operation of the Reference Asset network, or
the digital asset platforms generally. Accordingly, future regulatory changes
may have a material adverse impact on the Fund’s investments and its ability to
implement its investment strategy.
•If
regulators subject the Reference Asset to regulation, this could result in
extraordinary expenses that could potentially be borne by the Fund.
•The
treatment of digital assets for U.S. federal, state and local income tax
purposes is uncertain.
Exchange-Traded
Products Risk.
The Fund invests in other ETFs and ETPs, including those based outside the
United States. These investments carry the same risks as the securities they
hold and may trade at prices above or below the value of their holdings.
Non-U.S. ETPs are not registered investment companies and are subject to
different regulations than U.S. ETFs. They may also be taxed differently for
U.S. investors, which could increase the Fund’s taxable income or cause the Fund
to sell investments at unfavorable times to meet tax requirements.
Subsidiary
Investment Risk. Changes
in the laws of the United States and/or the Cayman Islands, under which the Fund
and the REX-OspreyTM
Subsidiary are organized, respectively, could result in the inability of the
Fund to operate as intended and could negatively affect the Fund and its
shareholders. The REX-OspreyTM
Subsidiary is not registered under the 1940 Act and is not subject to all the
investor protections of the 1940 Act. Thus, the Fund, as an investor in the
REX-OspreyTM
Subsidiary, will not have all the protections offered to investors in registered
investment companies.
Reverse
Repurchase Agreement Risk.
A reverse repurchase agreement is the sale by the Fund of a security to a party
for a specified price, with the simultaneous agreement by the Fund to repurchase
that security from that party on a future date at a higher price. Similar to
borrowing, reverse repurchase agreements provide the Fund with cash for
investment purposes, which creates leverage and subjects the Fund to the risks
of leverage. Reverse repurchase agreements also involve the risk that the other
party may fail to return the securities in a timely manner or at all. The Fund
could lose money if it is unable to recover the securities and/or if the value
of collateral held by the Fund, including the value of the investments made with
cash collateral, is less than the value of securities.
Concentration
Risk. The
Fund’s assets will be concentrated in the sector or sectors or industry or group
of industries that are assigned to the Reference Asset, which will subject the
Fund to the risk that economic, political or other conditions that have a
negative effect on those sectors and/or industries may negatively impact the
Fund to a greater extent than if the Fund’s assets were invested in a wider
variety of sectors or industries.
Cyber
Security Risk.
The Fund and its service providers, such as the custodian, are susceptible to
operational risks through breaches in cyber security. A breach in cyber security
refers to both intentional and unintentional events that may cause the Fund and
its service providers to lose proprietary information, suffer data corruption or
lose operational capacity. Such events could cause the Fund to incur regulatory
penalties, reputational damage, additional compliance costs associated with
corrective measures and/or financial loss, including loss of the Reference
Asset. Cyber security breaches may involve unauthorized access to the Fund’s
digital information systems through hacking or malicious software coding but may
also result from outside attacks such as denial-of-service attacks through
efforts to make network services unavailable to intended users. In addition,
cyber security breaches of the issuers of securities in which the Fund invests
or the Fund’s third-party service providers, such as its administrator, transfer
agent, custodian, or sub-adviser, as applicable, can also subject the Fund to
many of the same risks associated with direct cyber security breaches. Although
the Fund has established risk management systems designed to reduce the risks
associated with cyber security, there is no guarantee that such efforts will
succeed, especially because the Fund does not directly control the cyber
security systems of issuers or third-party service providers.
Custodian
Risk.
The Reference Asset and other assets held by the Fund that operate on
distributed ledger/blockchain technology can only be transferred by the person
holding both the public and private keys to the digital wallet in which the
asset is held. The Fund’s Crypto Custodians that custody the Fund’s digital
assets are in control of the private keys for each of the Fund’s digital
wallets. In the event such custodian loses sole control of the private keys
(e.g., through a data breach or hack), the Fund’s digital assets held by such
custodian could be lost. Each Fund’s custodian uses hardware
security
modules (HSMs) as part of their security architecture. An HSM is a specialized
device that can generate and hold private keys securely and can use those keys
to sign and approve transactions. The HSMs’ custom logic verifies that all
sensitive requests (withdrawals, policy changes, new user additions, etc.) are
approved by a valid quorum of client users and also approved by the custodian,
and they provide on-demand private key accessibility.
Foreign
Securities Risk. To
the extent the Fund invests in securities of foreign ETFs, such investment may
be subject to additional risks not typically associated with investments in
domestic securities. These risks may include, among others, currency risk,
country risks (political, diplomatic, regional conflicts, terrorism, war, social
and economic instability, currency devaluations and policies that have the
effect of limiting or restricting foreign investment or the movement of assets),
different trading practices, less government supervision, less publicly
available information, limited trading markets and greater
volatility.
ETF
Risk.
Authorized
Participants, Market Makers, and Liquidity Providers Concentration
Risk.
The Fund has a limited number of financial institutions that are authorized to
purchase and redeem shares directly from the Fund (known as Authorized
Participants or APs). In addition, there may be a limited number of market
makers and/or liquidity providers in the marketplace. To the extent either of
the following events occur, shares may trade at a material discount to NAV and
possibly face delisting: (i) APs exit the business or otherwise become unable to
process creation and/or redemption orders and no other APs step forward to
perform these services; or (ii) market makers and/or liquidity providers exit
the business or significantly reduce their business activities and no other
entities step forward to perform their functions.
Cash
Redemption Risk. The
Fund intends 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.
Additionally, there may be brokerage costs that may be imposed on the Fund in
connection with a cash redemption that may not have occurred if the Fund had
made a redemption in-kind. These costs could decrease the value of the Fund to
the extent they are not offset by a transaction fee payable by an
AP.
Costs
of Buying or Selling Shares.
Due to the costs of buying or selling shares, including brokerage commissions
imposed by brokers and bid-ask spreads, frequent trading of shares may
significantly reduce investment results and an investment in shares may not be
advisable for investors who anticipate regularly making small
investments.
Management
Risk. The
Fund is subject to management risk because it is an actively managed portfolio.
In managing the Fund’s investment portfolio, the portfolio managers will apply
investment techniques and risk analyses that may not produce the desired result.
There can be no guarantee that the Fund will meet its investment
objective.
Shares
May Trade at Prices Other Than NAV.
As with all ETFs, shares may be bought and sold in the secondary market at
market prices. Although it is expected that the market price of shares will
approximate the Fund’s NAV, there may be times when the market price of shares
is more than the NAV intra-day (premium) or less than the NAV intra-day
(discount) due to supply and demand of shares or during periods of market
volatility. This risk is heightened in times of market volatility, periods of
steep market declines, and periods when there is limited trading activity for
shares in the secondary market, in which case such premiums or discounts may be
significant.
Trading.
Although
shares are listed on a national securities exchange, such as the Exchange, and
may be traded on U.S. exchanges other than the Exchange, there can be no
assurance that an active trading market for the shares will develop or be
maintained or that the shares will trade with any volume, or at all, on any
stock exchange. This risk may be greater for the Fund as they seek to have
exposure to a single underlying instrument as opposed to a more diverse
portfolio like a traditional pooled investment. In stressed market conditions,
the liquidity of shares may begin to mirror the liquidity of the Fund’s
underlying portfolio holdings, which can be significantly less liquid than
shares. Shares trade on the Exchange at market price that may be below, at or
above the Fund’s NAV. Trading in shares on the Exchange may be halted due to
market conditions or for reasons that, in the view of the Exchange, make trading
in shares inadvisable. In addition, trading in shares on the Exchange is subject
to trading halts caused by extraordinary market volatility pursuant to the
Exchange circuit breaker rules. There can be no assurance that the
requirements
of the Exchange necessary to maintain the listing of the Fund will continue to
be met or will remain unchanged. In the event of an unscheduled market close for
options contracts that reference a single stock, such as the Underlying Issuers
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.
Inflation
Risk.
Inflation risk is the risk that the value of assets or income from investments
will be less in the future as inflation decreases the value of money. As
inflation increases, the present value of the Fund’s assets and distributions,
if any, may decline.
Indirect
Investment Risk. None
of the Reference Assets, nor the XRP Ledger, is affiliated with the Trust, the
Fund, or the Adviser, or any affiliates thereof and are not involved with this
offering in any way, and have no obligation to consider the Fund in taking any
actions that might affect the value of the Fund. None of the Trust, the Fund,
the Adviser, or any affiliate are responsible for the performance of a Reference
Asset and make no representation as to the performance of the Reference Asset.
Investing in the Fund is not equivalent to investing in the Reference Asset.
Non-Correlation
Risk.
The performance of the Fund will not, and is not intended to, correlate exactly
to the performance of the Reference Asset and will vary somewhat due to factors
such as fees and expenses of the Fund and the Reference ETFs, transaction costs,
regulatory restrictions, and active management of the Fund’s portfolio.
New
Fund Risk. As
of the date of this prospectus, the Fund has less than a year of operations and
currently has fewer assets than larger funds. Like other new funds, large
inflows and outflows may impact the Fund’s market exposure for limited periods
of time. This impact may be positive or negative, depending on the direction of
market movement during the period affected.
Non-Diversification
Risk.
Because the Fund is non-diversified, the Fund may invest a greater percentage of
its assets in the securities of a single issuer or a smaller number of issuers
than if it was a diversified fund. As a result, a decline in the value of an
investment in a single issuer or a smaller number of issuers could cause the
Fund’s overall value to decline to a greater degree than if the Fund held a more
diversified portfolio. This may increase the Fund’s volatility and have a
greater impact on the Fund’s performance.
Operational
Risk.
The Fund is subject to risks arising from various operational factors,
including, but not limited to, human error, processing and communication errors,
errors of the Fund’s service providers, counterparties or other third-parties,
failed or inadequate processes and technology or systems failures. The Fund
relies on third-parties for a range of services, including custody. Any delay or
failure relating to engaging or maintaining such service providers may affect
the Fund’s ability to meet its investment objective. Although the Fund and the
Fund’s investment advisor seek to reduce these operational risks through
controls and procedures, there is no way to completely protect against such
risks.
Economic
and Market Events Risk.
Events in the U.S. and global financial markets, including actions taken by the
U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic
growth, may at times, and for varying periods of time, result in unusually high
market volatility, which could negatively impact the Fund’s performance and
cause the Fund to experience illiquidity, shareholder redemptions, or other
potentially adverse effects. Reduced liquidity in credit and fixed-income
markets could negatively affect issuers worldwide. Banks and financial services
companies could suffer losses if interest rates rise or economic conditions
deteriorate.
Tax
Risk. The
Fund intends to qualify and remain qualified as a RIC under the Code. The Fund
will qualify as a RIC if, among other things, it meets the source-of-income and
the asset-diversification requirements.
With
respect to the source-of-income requirement, the Fund must derive in each
taxable year at least 90% of its gross income (including tax-exempt interest)
from (i) dividends, interest, payments with respect to certain securities loans,
gains from the sale or other disposition of stock, securities or foreign
currencies, or other income (including but not limited to gains from options,
futures and forward contracts) derived with respect to its business of investing
in such shares, securities or currencies and (ii) net income derived from an
interest in a “qualified publicly traded partnership” (the items described in
clause (i) and clause (ii) collectively are “Good Income”).
The
Fund may invest directly in the Reference Asset and income from such investments
would not qualify as Good Income because the Reference Asset and other digital
assets do not meet the definition for any of the categories of Good Income. On
the other hand, the Fund’s investments in cash investments will qualify as Good
Income. As a general matter of operation, the Fund will seek to invest directly
in the Reference Assets, in whole or in part, through investments in the Fund’s
REX-OspreyTM
Subsidiary. The XRP Subsidiary is wholly-owned and controlled by the
REX-OspreyTM
XRP ETF. The Fund’s investment in its REX-OspreyTM
Subsidiary is intended to provide the Fund with exposure to Reference Asset
returns while enabling the Fund to satisfy source-of-income requirements. The
Fund intends to monitor all of their investments carefully to satisfy the
source-of-income test.
Historically,
the Internal Revenue Service (“IRS”) has issued private letter rulings in which
the IRS specifically concluded that income and gains from investments in a
wholly-owned foreign subsidiary that invests in commodity-linked instruments are
Good Income. The Fund has not received such a private letter ruling and is not
able to rely on private letter rulings issued to other taxpayers. Additionally,
the IRS has suspended the granting of such private letter rulings. However,
Treasury Regulations generally treat a fund’s income inclusion with respect to a
controlled foreign subsidiary (e.g., the REX-OspreyTM
Subsidiary) as qualifying income.
Based
on the Treasury Regulations, the Fund intends to treat its income from its
REX-OspreyTM
Subsidiary as Good Income without any private letter ruling from the IRS. The
tax treatment of the Fund’s investments in its REX-OspreyTM
Subsidiary may be adversely affected by future legislation, court decisions,
Treasury Regulations and/or guidance issued by the IRS that could affect whether
income derived from such investments is Good Income, or otherwise affect the
character, timing and/or amount of the Fund’s taxable income or any gains and
distributions made by the Fund.
With
respect to the asset-diversification requirement, each Fund must diversify its
holdings so that, at the end of each quarter of each taxable year (i) at least
50% of the value of the Fund’s total assets is represented by cash and cash
items, U.S. government securities, the securities of other RICs and other
securities, if such other securities of any one issuer do not represent more
than 5% of the value of the Fund’s total assets or more than 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of the Fund’s total assets is invested in the securities, other than U.S.
government securities or the securities of other RICs, of (a) one issuer, (b)
two or more issuers that are controlled by the Fund and that are engaged in the
same, similar or related trades or businesses, or (c) one or more qualified
publicly traded partnerships.
By
keeping its investment in its REX-OspreyTM
Subsidiary below the 25% limit in clause (ii) of the asset-diversification test,
the Fund expects to satisfy the asset-diversification requirement.
As
noted above, the Fund intends to satisfy both the source-of-income and the
asset-diversification requirements by following the plans outlined above, as
well as all other requirements needed to maintain its status as a RIC, but it is
nonetheless possible that the Fund might lose its status as a RIC. In such a
case, the Fund will be subject to corporate level income tax on all of its
income and gain, regardless of whether or not such income is distributed.
Distributions to the Fund’s shareholders of such income and gain will not be
deductible by the Fund in computing its taxable income. In such event, the
Fund’s distributions, to the extent derived from the Fund’s current or
accumulated earnings and profits, would constitute ordinary dividends, which
would generally be eligible for the dividends received deduction available to
corporate shareholders, and non-corporate shareholders would generally be able
to treat such distributions as “qualified dividend income” eligible for reduced
rates of U.S. federal income taxation, provided in each case that certain
holding period and other requirements are satisfied.
Distributions
in excess of the Fund’s current and accumulated earnings and profits would be
treated first as a return of capital to the extent of the shareholders’ tax
basis in their Fund shares, and any remaining distributions would be treated as
a capital gain. To qualify as a RIC in a subsequent taxable year, the Fund would
be required to satisfy the source-of-income, the asset diversification, and the
annual distribution requirements for that year and dispose of any earnings and
profits from any year in which the Fund failed to qualify for tax treatment as a
RIC. Subject to a limited exception applicable to RICs that qualified as such
under the Code for at least one year prior to disqualification and that
requalify as a RIC no later than the second year following the nonqualifying
year, the Fund would be subject to tax on any unrealized built-in gains in the
assets held by it during the period in which the Fund failed to qualify for tax
treatment
as a RIC that are recognized within the subsequent 5 years, unless the Fund made
a special election to pay corporate-level tax on such built-in gain at the time
of its requalification as a RIC.
U.S.
Government Securities Risk.
U.S. government securities are subject to interest rate risk but generally do
not involve the credit risks associated with investments in other types of debt
securities. As a result, the yields available from U.S. government securities
are generally lower than the yields available from other debt securities. U.S.
government securities are guaranteed only as to the timely payment of interest
and the payment of principal when held to maturity.
MANAGEMENT
The
Investment Adviser.
REX Advisers, LLC (the “Adviser”), 1241 Post Road, Second Floor, Fairfield,
Connecticut 06824, is the investment adviser for the Fund. The Adviser is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended. The Adviser is a Delaware limited liability company and was
organized in 2023. The Adviser provides similar services to an exchange-traded
fund that employs a similar investment strategy as the Fund.
Under
the Investment Advisory Agreement between the Adviser and the Trust, on behalf
of the Fund (the “Investment Advisory Agreement”), the Adviser is responsible
for the day-to-day management of the Fund’s investments. The Adviser also: (i)
furnishes the Fund with office space and certain administrative services; and
(ii) provides guidance and policy direction in connection with its daily
management of the Fund’s assets, subject to the authority of the Board. For its
services, the Adviser is entitled to receive an annual management fee calculated
daily and payable monthly, at the annual rate of 0.75% of the Fund’s average
daily net assets. For the fiscal period September 18, 2025 (commencement of
operations) through February 28, 2026, the Fund paid the Adviser 0.75% in
management fees pursuant to the Investment Advisory Agreement.
Under
the Investment Advisory Agreement, the Adviser has agreed, at its own expense
and without reimbursement from the Fund, to pay all expenses of the Fund, except
for: the fee paid to the Adviser pursuant to the Investment Advisory Agreement,
interest expenses, taxes, acquired fund fees and expenses, brokerage commissions
and any other portfolio transaction related expenses and fees arising out of
transactions effected on behalf of the Fund, credit facility fees and expenses,
including interest expenses, and litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of each Fund’s
business.
Manager-of-Managers
Structure
The
Adviser and the Trust have been granted an exemptive order from the SEC that
will allow the Fund to operate in a “manager of managers” structure whereby the
Adviser, as the Fund’s investment adviser, can appoint and replace both wholly
owned and unaffiliated sub-advisers, and enter into, amend and terminate
sub-advisory agreements with such sub-advisers, each subject to Board approval
but without obtaining prior shareholder approval (the “Manager of Managers
Structure”). The Fund will, however, inform shareholders of the hiring of any
new sub-adviser within 90 days after the hiring. The SEC exemptive order will
provide the Fund with greater efficiency and without incurring the expenses and
delays associated with obtaining shareholder approval of sub-advisory agreements
with such sub-advisers.
The
use of the Manager of Managers Structure with respect to the Fund is subject to
certain conditions that are set forth in the SEC exemptive order. Under the
Manager of Managers Structure, the Adviser will have the ultimate
responsibility, subject to oversight by the Board, to oversee the sub-advisers
and recommend their hiring, termination, and replacement. The Adviser will also,
subject to the review and approval of the Board: set the Fund’s overall
investment strategy; evaluate, select and recommend sub-advisers to manage all
or a portion of the Fund’s assets; and implement procedures reasonably designed
to ensure that each sub-adviser complies with the Fund’s investment objective,
policies and restrictions. Subject to the review of the Board, the Adviser will
allocate and, when appropriate, reallocate the Fund’s assets among sub-advisers
and monitor and evaluate the sub-advisers’ performance.
A
discussion regarding the basis for the Board of Trustees approving the
Investment Advisory Agreement for the Fund is available in the Fund’s report
filed on Form N-CSR as of February 28, 2026.
The
Portfolio Managers
The
Fund is managed by Matthew Pelletier, Lead Portfolio Manager of the Adviser, and
Matthew Holcomb, Senior Trader and Portfolio Manager.
Portfolio
Manager - Matthew
Pelletier is a portfolio manager of the Fund. Mr. Pelletier joined an affiliate
of the Adviser in 2021 as Managing Director of Portfolio Management.
Previously, he held positions in Fixed Income Sales and Trading at BNP Paribas,
Bank of the West and Susquehanna International Group. Mr. Pelletier has more
than 20 years of experience in Banking and Financial Services. Mr. Pelletier
earned an MBA from the University of California at Davis.
Portfolio
Manager – Matthew
Holcomb is a portfolio manager of the Fund. Mr. Holcomb joined Adviser in 2025
as Senior Vice President, Senior Trader and Portfolio Manager. Previously, he
was the Senior Trader, Portfolio Manager, and Business Leader for Ridgefield
Capital Asset Management for over 20 years. Mr. Holcomb has more than 20 years
of experience in Banking and Financial Services.
The
SAI provides additional information about the portfolio managers’ compensation,
other accounts managed by the portfolio managers, and the portfolio managers’
ownership in the Fund.
DISTRIBUTION
(12B-1) PLAN
The
Board has adopted a Distribution and Shareholder Service Plan (the “Plan”)
pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the 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 Fund, and there are no current 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 the 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.
The
Trust
The
Fund is a series of the ETF Opportunities Trust, an open-end management
investment company organized as a Delaware statutory trust on March 18, 2019.
The Board supervises the operations of the Fund according to applicable state
and federal law, and the Board is responsible for the overall management of the
Fund’s business affairs.
Portfolio
Holdings
A
description of the Fund’s policies and procedures with respect to the disclosure
of their portfolio securities is available in the SAI. Complete holdings are
published on the Fund’s website on a daily basis. Please visit the Fund’s
website at www.rexshares.com. In addition, the Fund’s complete holdings (as of
the dates of such reports) are available in reports on Form N-PORT and Form
N-CSR filed with the SEC.
HOW
TO BUY AND SELL SHARES
Most
investors will buy and sell shares of the Fund through broker-dealers at market
prices. Shares of the Fund are listed for trading on the Exchange and on the
secondary market during the trading day and can be bought and sold throughout
the trading day like other shares of publicly traded securities. Shares of the
Fund are traded under the listed trading symbol XRPR.
Shares
may only be purchased and sold on the secondary market when the Exchange is open
for trading.
When
buying or selling shares through a broker, you will incur customary brokerage
commissions and charges, and you may pay some or all of the spread between the
bid and the offered price in the secondary market on each leg of a round trip
(purchase and sale) transaction.
The
NAV of the Fund’s shares is calculated at the close of regular trading on the
Exchange, generally 4:00 p.m. New York time, on each day the Exchange is open.
The NAV of the Fund’s Shares is determined by dividing the total value of the
Fund’s portfolio investments and other assets, less any liabilities, by the
total number of Shares outstanding of the Fund.
In
calculating its NAV, the 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.
Fair
value pricing is used by the Fund when market quotations are not readily
available or are deemed to be unreliable or inaccurate based on factors such as
evidence of a thin market in the security or a significant event occurring after
the close of the market but before the time as of which the Fund’s NAV is
calculated. When fair-value pricing is employed, the prices of assets used by
the Fund to calculate its NAV may differ from quoted or published prices for the
same assets.
APs
may acquire shares directly from the Fund, and APs may tender their shares for
redemption directly to the Fund, at NAV per share only in large blocks, or
Creation Units, of at least 25,000 shares. Purchases and redemptions directly
with the Fund must follow the Fund’s procedures, which are described in the SAI.
Under
normal circumstances, the Fund will pay out redemption proceeds to a redeeming
AP within two (2) days after the AP’s redemption request is received, in
accordance with the process set forth in the Fund’s SAI and in the agreement
between the AP and the Fund’s distributor. However, the Fund reserves the right,
including under stressed market conditions, to take up to seven (7) days after
the receipt of a redemption request to pay an AP, all as permitted by the 1940
Act. The Fund anticipates regularly meeting redemption requests primarily in
cash, although the Fund reserves the right to pay all or portion of the
redemption proceeds to an AP in-kind. Cash used for redemptions will be raised
from the sale of portfolio assets or may come from existing holdings of cash or
cash equivalents.
The
Fund may liquidate and terminate at any time without shareholder
approval.
Book
Entry
Shares
are held in book entry form, which means that no stock certificates are issued.
The Depository Trust Company (“DTC”) or its nominee is the record owner of all
outstanding shares and is recognized as the owner of all shares for all
purposes.
Investors
owning shares are beneficial owners as shown on the records of DTC or its
participants. DTC serves as the securities depository for all shares.
Participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations and other institutions that directly or
indirectly maintain a custodial relationship with DTC. As a beneficial owner of
shares, you are not entitled to receive physical delivery of stock certificates
or to have shares registered in your name, and you are not considered a
registered owner of shares. Therefore, to exercise any right as an owner of
shares, you must rely upon the procedures of DTC and its participants. These
procedures are the same as those that apply to any other securities that you
hold in book entry or “street name” form.
FREQUENT
PURCHASES AND REDEMPTIONS OF FUND SHARES
Shares
can only be purchased and redeemed directly from the Fund in Creation Units by
APs, and the vast majority of trading in shares occurs on the secondary market.
Because the secondary market trades do not directly involve the Fund, it is
unlikely those trades would cause the harmful effects of market timing,
including dilution, disruption of portfolio management, increases in the Fund’s
trading costs and the realization of capital gains. With regard to the purchase
or redemption of Creation Units directly with the Fund, to the extent effected
in-kind (i.e.,
for securities), those trades do not cause the harmful effects that may result
from frequent cash trades. To the extent trades are effected in whole or in part
in cash, those trades could result in dilution to the Fund and increased
transaction costs, which could negatively impact the Fund’s ability to achieve
its investment objectives. However, direct trading by APs is critical to
ensuring that shares trade at or close to NAV. The Fund also employs fair
valuation pricing to minimize potential dilution from market timing. In
addition, the Fund imposes transaction fees on purchases and redemptions of
shares to cover the custodial and other costs incurred by the Fund in effecting
trades. These fees increase if an investor substitutes cash in part or in whole
for securities, reflecting the fact that the Fund’s trading costs increase in
those circumstances. Given this structure, the Trust has determined that it is
not necessary to adopt policies and procedures to detect and deter market timing
of the Shares.
DIVIDENDS,
OTHER DISTRIBUTIONS AND TAXES
Shares
are traded throughout the day in the secondary market on a national securities
exchange on an intra-day basis and are created and redeemed in-kind and/or for
cash in Creation Units at each day’s next calculated NAV. The Fund expects to
typically satisfy redemptions in cash. If the Fund satisfies a redemption in
cash this may result in the Fund selling portfolio securities to obtain cash to
meet net Fund redemptions. These sales may generate taxable gains for the
ongoing shareholders of the Fund.
No
dividend reinvestment service is provided by the Fund. Broker-dealers may make
available the DTC book-entry Dividend Reinvestment Service for use by beneficial
owners of the Fund for reinvestment of their dividend distributions. Beneficial
owners should contact their broker to determine the availability and costs of
the service and the details of participation therein. Brokers may require
beneficial owners to adhere to specific procedures and timetables. If this
service is available and used, distributions will be automatically reinvested in
additional whole shares of the Fund purchased in the secondary market.
Taxes
As
with any investment, you should consider how your investment in shares will be
taxed. The tax information in this Prospectus is provided as general
information. You should consult your own tax professional about the tax
consequences of an investment in shares.
Unless
your investment in Fund shares is made through a tax-exempt entity or
tax-deferred account, such as an individual retirement account, you need to be
aware of the possible tax consequences when:
-The
Fund makes distributions,
-You
sell your shares listed on the Exchange, and
-You
purchase or redeem Creation Units.
Taxes
on Distributions
Distributions
from the Fund’s net investment income, including net short-term capital gains,
if any, are taxable to you as ordinary income, except that the Fund’s dividends
attributable to its “qualified dividend income” (i.e.,
dividends received on stock of most domestic and certain foreign corporations
with respect to which the Fund satisfies certain holding period and other
requirements), if any, generally are subject to U.S. federal income tax for
non-corporate U.S. shareholders who satisfy those requirements with respect to
their shares at the rate for net capital gain. A part of the Fund’s dividends
also may be eligible for the dividends-received deduction allowed to U.S.
corporations subject to similar requirements. However, dividends a corporate
U.S. shareholder deducts pursuant to that deduction are subject indirectly to
the U.S. federal alternative minimum tax. Note that in light of the Fund’s
investment objectives, it does not expect a large portion of its dividends from
the Fund’s net investment income to qualify as “qualified dividend income” or
qualify for the dividends-received deduction.
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, affect the
Fund’s performance.
In
general, distributions received from the Fund are subject to U.S. federal income
tax when they are paid, whether taken in cash or reinvested in the Fund (if that
option is available). Distributions reinvested in additional shares through the
means of a dividend reinvestment service, if available, will be taxable to
shareholders acquiring the additional shares to the same extent as if such
distributions had been received in cash. Distributions of net long-term capital
gains, if any, in excess of net short-term capital losses are taxable as
long-term capital gains, regardless of how long you have held the shares in the
Fund.
Distributions
in excess of the Fund’s current and accumulated earnings and profits are treated
as a tax-free return of capital to the extent of your tax basis in the shares
and as capital gain thereafter. A distribution will reduce the Fund’s NAV per
share and may be taxable to you as ordinary income or capital gain (as described
above) even though, from an investment standpoint, the distribution may
constitute a return of capital.
The
Fund is required to backup withhold 24% of your distributions and redemption
proceeds if you have not provided the Fund with a correct taxpayer
identification number (which generally is a Social Security number for
individuals) in the required manner and in certain other situations.
Taxes
on Exchange-Listed Share Sales
Any
capital gain or loss realized upon a sale of shares is generally treated as
long-term capital gain or loss if the shares have been held for more than one
year and as short-term capital gain or loss if the shares have been held for one
year or less. The ability to deduct capital losses from sales of shares may be
limited.
Taxes
on Purchase and Redemption of Creation Units
An
Authorized Participant who exchanges securities for Creation Units generally
will recognize a gain or a loss equal to the difference between the market value
of the Creation Units at the time of the exchange and the sum of the exchanger’s
aggregate tax basis in the securities surrendered plus any cash it pays. An
Authorized Participant who exchanges Creation Units for securities will
generally recognize a gain or loss equal to the difference between the
exchanger’s tax basis in the Creation Units and the sum of the aggregate market
value of the securities received plus any cash received. The Internal Revenue
Service (“IRS”), 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 for other reasons. Persons exchanging securities
should consult their own tax adviser with respect to whether the wash sale rules
apply and when a loss might not be deductible.
Any
capital gain or loss realized upon redemption of Creation Units is generally
treated as long-term capital gain or loss if the shares have been held for more
than one year and as short-term capital gain or loss if the shares have been
held for one year or less.
If
you purchase or redeem Creation Units, you will be sent a confirmation statement
showing how many shares you purchased or sold and at what price. See “Taxes” in
the SAI for a description of the requirement regarding tax basis determination
methods applicable to share redemptions and the Fund’s obligation to report
basis information to the IRS.
At
the time this prospectus was prepared, there were various legislative proposals
under consideration that would amend the Internal Revenue Code. At this time,
though, it is not possible to determine whether any of these proposals will
become law and how these changes might affect the Fund or its shareholders.
The
foregoing discussion summarizes some of the possible consequences under current
U.S. federal tax law of an investment in the Fund. It is not a substitute for
personal tax advice. Consult your personal tax adviser about the potential tax
consequences of an investment in the shares under all applicable tax laws. See
“Taxes” in the SAI for more information.
FUND
SERVICE PROVIDERS
Commonwealth
Fund Services, Inc.
(the “Administrator”) is the Fund’s administrator. The firm is primarily in the
business of providing administrative services to retail and institutional mutual
funds and exchange-traded funds.
U.S.
Bank Global Fund Services, LLC (“US Bancorp”) serves
as the Fund’s fund accountant, and it provides certain other services to the
Fund not provided by the Administrator. US Bancorp is primarily in the business
of providing administrative and fund accounting services to retail and
institutional exchange-traded funds and mutual funds.
US
Bank, N.A.
serves as the Fund’s custodian with respect to the Fund’s traditional securities
holdings and transfer agent.
Anchorage
Digital Bank National Association
serves as the Fund’s (and each respective wholly-owned subsidiary’s) custodian
with respect to the relevant Reference Asset and related assets.
Foreside
Fund Services, LLC (the
“Distributor”) serves as the distributor of Creation Units for the Fund on an
agency basis. The Distributor does not maintain a secondary market in
shares.
Practus,
LLP
serves as legal counsel to the Trust and the Fund.
KPMG
LLP serves
as the Fund’s independent registered public accounting firm. The independent
registered public accounting firm is responsible for auditing the annual
financial statements of the Fund.
OTHER
INFORMATION
Continuous
Offering
The
method by which Creation Units of shares are created and traded may raise
certain issues under applicable securities laws. Because new Creation Units of
shares are issued and sold by the Fund on an ongoing basis, a “distribution,” as
such term is used in the Securities Act of 1933, as amended (the “Securities
Act”), may occur at any point. Broker-dealers and other persons are cautioned
that some activities on their part may, depending on the circumstances, result
in their being deemed participants in a distribution in a manner which could
render them statutory underwriters and subject them to the prospectus delivery
requirement and liability provisions of the Securities Act.
For
example, a broker-dealer firm or its client may be deemed a statutory
underwriter if it takes Creation Units after placing an order with the
Distributor, breaks them down into constituent shares and sells the shares
directly to customers or if it chooses to couple the creation of a supply of new
shares with an active selling effort involving solicitation of secondary market
demand for shares. A determination of whether one is an underwriter for purposes
of the Securities Act must take into account all the facts and circumstances
pertaining to the activities of the broker-dealer or its client in the
particular case, and the examples mentioned above should not be considered a
complete description of all the activities that could lead to a characterization
as an underwriter.
Broker-dealer
firms should also note that dealers who are not “underwriters” but are effecting
transactions in shares, whether or not participating in the distribution of
shares, are generally required to deliver a prospectus. This is because the
prospectus delivery exemption in Section 4(3) of the Securities Act is not
available in respect of such transactions as a result of Section 24(d) of the
1940 Act. As a result, broker-dealer firms should note that dealers who are not
“underwriters” but are participating in a distribution (as contrasted with
engaging in ordinary secondary market transactions) and thus dealing with the
shares that are part of an overallotment within the meaning of Section
4(a)(3)(C) of the Securities Act, will be unable to take advantage of the
prospectus delivery exemption provided by Section 4(a)(3) of the Securities Act.
For delivery of prospectuses to exchange members, the prospectus delivery
mechanism of Rule 153 under the Securities Act is only available with respect to
transactions on a national exchange.
Dealers
effecting transactions in the shares, whether or not participating in this
distribution, are generally required to deliver a Prospectus. This is in
addition to any obligation of dealers to deliver a Prospectus when acting as
underwriters.
Premium/Discount
Information
When
available, information regarding how often the Shares of the Fund traded on the
Exchange at a price above (i.e. at
a premium) or below (i.e. at
a discount) the NAV of the Fund will be available at
www.rexshares.com.
FINANCIAL
HIGHLIGHTS
The
following tables are intended to help you better understand the financial
performance of the Fund since its inception. Certain information reflects
financial results for a single share of the Fund. The total return in the table
represents the rate you would have earned (or lost) on an investment in the
Fund, assuming reinvestment of all dividends and distributions. The information
has been derived from information audited by KPMG LLP, the independent
registered public accounting firm of the Fund, whose report, along with the
Fund’s financial statements, is included in the Fund’s filing on Form N-CSR. The
financial statements are available from the Fund upon request without charge.
|
|
|
|
|
| |
| Consolidated
Financial Highlights |
Selected
Per Share Data Throughout The Period |
|
|
|
|
|
| |
|
|
Period
Ended
February
28, 2026 (*) |
| Net
asset value, beginning of period |
$ |
25.00 |
|
| Investment
activities |
|
|
Net
investment income (loss) (1) |
0.01 |
|
| Net
realized and unrealized gain (loss) on investments |
(13.76) |
|
| Total
from investment activities |
(13.75) |
|
| Net
asset value, end of period |
$ |
11.25 |
|
|
| |
|
Total
Return(2) |
(54.99 |
%) |
|
| |
| Ratios/Supplemental
Data |
|
|
Ratios
to average net assets(3) |
|
| Expenses |
0.75 |
% |
| Net
investment income (loss) |
0.13 |
% |
|
Portfolio
turnover rate(2) |
35.26 |
% |
|
Net
assets, end of period (000s) |
$ |
59,082 |
|
(1)
Per share amounts calculated using the average shares outstanding during the
period.
(2)
Total return and portfolio turnover rate are for the period indicated and have
not been annualized.
(3)
Ratios to average net assets have been annualized.
(*)
The Fund commenced operations on September 18, 2025.
FOR
MORE INFORMATION
You
will find more information about the Fund in the following
documents:
Statement
of Additional Information:
For
more information about the Fund, you may wish to refer to the Fund’s SAI dated
June 30, 2026, which is on file with the SEC and incorporated by reference into
this prospectus.
Annual/Semi-Annual
Reports:
Additional
information about the Fund’s investments, once available, will be available in
the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In
the Fund’s annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund’s performance
during its last fiscal year. In Form N-CSR, you will find the Fund’s
annual and semi-annual financial statements.
You
can obtain a free copy of the SAI, annual and semi-annual reports, and other
information, such as the Fund’s financial statements by writing to
REX-OspreyTM
ETFs, 8730 Stony Point Parkway, Suite 205, Richmond, Virginia 23235, by calling
the Fund toll-free at (844) 802-4004, by email at: [email protected]. The Fund’s
annual and semi-annual reports, prospectus and SAI are all available for
viewing/downloading at www.rexshares.com. General inquiries regarding the Fund
may also be directed to the above address or telephone number.
Copies
of these documents and other information about the Fund are available on the
EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and
copies of these documents may also be obtained, after paying a duplication fee,
by electronic request at the following email address:
[email protected].
(Investment
Company Act File No. 811-23439)