SUBJECT TO COMPLETION
Dated July 11, 2025

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

Defiance Daily Target 2X Long ALAB ETF ( )

Defiance Daily Target 2X Long APLD ETF ( )

Defiance Daily Target 2X Long AVAV ETF ( )

Defiance Daily Target 2X Long JOBY ETF ( )

Defiance Daily Target 2X Long KTOS ETF ( )

Defiance Daily Target 2X Long LMND ETF ( )

Defiance Daily Target 2X Long NBIS ETF ( )

Defiance Daily Target 2X Long NVTS ETF ( )

Defiance Daily Target 2X Long OSCR ETF ( )

Defiance Daily Target 2X Long PONY ETF ( )

Defiance Daily Target 2X Long RCAT ETF ( )

Defiance Daily Target 2X Long RBRK ETF ( )

Defiance Daily Target 2X Long ZETA ETF ( )

listed on [ ]

PROSPECTUS

[ ], 2025

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

Each Fund seeks daily leveraged investment results and is intended to be used as a short-term trading vehicle.

Each Fund attempts to provide daily investment results that correspond to two times (200%) the share price performance of an underlying stock (an “Underlying Security”).

The Funds are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios. The Funds are very different from most mutual funds and exchange-traded funds. Investors should note that:

(1) Each Fund pursues a daily leveraged investment objective, which means that the Fund is riskier than alternatives that do not use leverage because the Fund magnify the performance of its Underlying Security.

(2) Seeking to replicate daily leveraged performances of an Underlying Security’s share price means that the return of a Fund for a period longer than a full trading day will be the product of a series of daily returns for each trading day during such period held.

As a consequence, especially in periods of market volatility, the volatility of an Underlying Security’s share price may affect the corresponding Fund’s return as much as, or more than, the return of the Underlying Security’s shares. The performance of a Fund for periods longer or shorter than a single day will very likely differ in amount, and possibly even direction, from 200% of the daily return of its Underlying Security’s shares for the same period, before accounting for fees and expenses. The Funds may not perform as expected.

The Funds are not suitable for all investors. The Funds are designed to be utilized only by sophisticated investors, such as traders and active investors employing dynamic strategies. Investors in the Funds should:

(a) understand the risks associated with the use of leverage;

(b) understand the consequences of seeking daily leveraged investment results; and

(c) intend to actively monitor and manage their investments.

Investors who do not understand the Funds, or do not intend to actively manage their funds and monitor their investments, should not buy shares of the Funds.

There is no assurance that any Fund will achieve its investment objective and an investment in a Fund could lose a substantial amount of money over a short period of time. The Funds are not a complete investment program.

The Funds’ investment adviser will not attempt to position a Fund’s portfolio to ensure that the Fund does not gain or lose more than a maximum percentage of its net asset value on a given trading day.

As a consequence, if an Underlying Security’s share price referenced by a Fund decreases by more than 50% on a given trading day, the corresponding Fund’s investors could lose all of their money.

TABLE OF CONTENTS

Summary Information	1

Defiance Daily Target 2X Long ALAB ETF - Fund Summary	1
Defiance Daily Target 2X Long APLD ETF- Fund Summary	13
Defiance Daily Target 2X Long AVAV ETF - Fund Summary	25
Defiance Daily Target 2X Long JOBY ETF - Fund Summary	36
Defiance Daily Target 2X Long KTOS ETF - Fund Summary	48
Defiance Daily Target 2X Long LMND ETF - Fund Summary	60
Defiance Daily Target 2X Long NBIS ETF - Fund Summary	72
Defiance Daily Target 2X Long NVTS ETF - Fund Summary	84
Defiance Daily Target 2X Long OSCR ETF - Fund Summary	96
Defiance Daily Target 2X Long PONY ETF- Fund Summary	107
Defiance Daily Target 2X Long RCAT ETF - Fund Summary	119
Defiance Daily Target 2X Long RBRK ETF - Fund Summary	131
Defiance Daily Target 2X Long ZETA ETF- Fund Summary	143

Additional Information About the Funds	155

Portfolio Holdings	186

Management	186

How to Buy and Sell Shares	187

Dividends, Distributions, and Taxes	189

Distribution	191

Premium/Discount Information	191

Additional Notices	191

Financial Highlights	192

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG ALAB ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long ALAB ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Astera Labs Inc. (NASDAQ: ALAB) (the “Underlying Security” or “ALAB”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

The return for investors that invest for periods longer or shorter than a trading day should not be expected to be 200% of the performance of the Underlying Security’s shares for the period. The return of the Fund for a period longer than a trading day will be the result of each trading day’s compounded return during such period held, which will very likely differ from 200% of the return of the Underlying Security’s shares for that period. Holding shares of the Fund for longer than a single day and higher volatility of the Underlying Security’s shares increase the impact of compounding on an investor’s returns, which may have a negative or positive impact on an investor’s returns. During periods of higher Underlying Security share price volatility, the volatility of the Underlying Security’s shares may affect the Fund’s return as much as, or more than, the return of the Underlying Security’s shares. The impact of compounding will impact each shareholder differently depending on the period of time an investment in the Fund is held and the volatility of the Underlying Security’s shares during a shareholder’s holding period of an investment in the Fund. See “Principal Investment Risks – Compounding and Market Volatility Risk” below for an example of how volatility of the Underlying Security’s shares may affect the Fund’s return as much as, or more than, the return of the Underlying Security’s shares.

The Fund is not suitable for all investors. The Fund is designed to be utilized only by knowledgeable investors who understand the potential consequences of seeking daily leveraged (2X) investment results, understand the risks associated with the use of leverage, and are willing to monitor their portfolios frequently. The Fund is not intended to be used by, and is not appropriate for, investors who do not intend to actively monitor and manage their portfolios. For periods longer than a single day, the Fund will lose money if the Underlying Security’s performance is flat, and it is possible that the Fund will lose money even if the Underlying Security’s performance increases over a period longer than a single day. An investor could lose the full principal value of his/her investment within a single day.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Astera Labs Inc. (NASDAQ: ALAB). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

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

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem or hold all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable account. These costs, which are not reflected in total annual fund operating expenses or in the Example, affect the Fund’s performance. Because the Fund is newly organized, portfolio turnover information is not yet available.

Principal Investment Strategies

The Fund is an actively managed exchange traded fund (“ETF”) that attempts to achieve two times (200%) the daily percentage change in the share price of the Underlying Security by employing derivatives, namely swap agreements and/or listed options contracts. The Fund aims to achieve this daily percentage change for a single day, and not for any other period. A “single day” means the period “from the close of regular trading on one trading day to the close on the next trading day.”

If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund’s actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading, potentially resulting in significantly lower returns.

The Fund may enter into one or more swap agreements with financial institutions for a specified period, which may range from one day to longer than a year. Through each swap agreement, the Fund and the financial institution will agree to exchange the return (or differentials in rates of return) earned or realized on the Underlying Security’s share price. The gross return (meaning the return before deducting any fees or expenses) to be exchanged or “swapped” between the parties is calculated with respect to a “notional amount,” (meaning the face amount of the instrument) e.g., the return on or change in value of a particular dollar amount representing the Underlying Security.

The Fund may also utilize listed options to seek to achieve leveraged 2X exposure to the Underlying Security. The Fund will primarily employ short-dated (a month or less) in-the-money call options (options with strike prices below the current market price of the Underlying Security, offering immediate intrinsic value). Additionally, the Fund may use other option strategies to produce similar exposure to the Underlying Security, like buying calls and selling puts with identical strike prices. These options allow the Fund to adjust its leverage strategy in response to market conditions, liquidity constraints, or other factors that may affect the availability or pricing of swap agreements. The use of listed options provides additional flexibility in pursuing the Fund’s daily investment objective. In situations where swap availability is constrained, the Fund may rely more heavily on options contracts. Additionally, the Fund may use options in response to changing market dynamics. However, the use of option contracts is typically less efficient than swaps and may increase the likelihood that the Fund is unable to achieve its daily 2X objective.

At the end of each day, the Fund’s swaps and options are valued using market valuations and the Fund’s investment adviser rebalances the Fund’s holdings in an attempt to maintain leveraged exposure for the Fund equal to approximately 200% of the Underlying Security’s share price. This daily rebalancing is expected to result in high portfolio turnover.

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

Fund performance for periods greater than one single day is primarily (but not solely) a function of the following factors: a) the Underlying Security volatility; b) the Underlying Security’s performance; c) period of time; d) financing rates associated with leveraged exposure; and e) other Fund expenses.

The Fund will hold assets to serve as collateral for its derivatives positions. For those collateral holdings, the Fund may invest in (1) U.S. Government securities, such as bills, notes and bonds issued by the U.S. Treasury; (2) money market funds; (3) short term bond ETFs; and/or (4) corporate debt securities, such as commercial paper and other short-term unsecured promissory notes issued by businesses that are rated investment grade or of comparable quality.

The Fund has adopted a policy to have at least 80% exposure to financial instruments with economic characteristics that should perform 2X the daily performance of the Underlying Security’s shares. The Fund is expected to allocate between 40% and 60% of its assets as collateral for swap agreements or as premiums for purchased options contracts.

The Fund is classified as “non-diversified” under the 1940 Act.

Because of daily rebalancing and the compounding of each day’s return over time, the return of the Fund for periods longer than a single day will be the result of each day’s returns compounded over the period, which will very likely differ from 200% of the return of the Underlying Security’s shares over the same period. The Fund will lose money if the Underlying Security’s performance is flat over time, and because of daily rebalancing, the Underlying Security’s shares’ volatility and the effects of compounding, the Fund may lose money over time while the Underlying Security’s performance increases over a period longer than a single day. As a consequence, investors should not plan to hold shares of the Fund unmonitored for periods longer than a single trading day.

Astera Labs Inc. (“ALAB”)

Astera Labs Inc. is a global semiconductor company that develops high-performance connectivity solutions purpose-built for cloud and AI (artificial intelligence) infrastructure. The company’s technology platform combines high-speed, mixed-signal semiconductor products with embedded software that are designed to enable efficient configuration, monitoring, and optimization of complex data center systems. ALAB’s portfolio includes a range of connectivity solutions provided in various form factors, such as integrated circuits, modules, and boards, that are built on industry-standard protocols to address performance bottlenecks related to data, networking, and memory. ALAB is listed on the Nasdaq Global Select Market (“NASDAQ”).

ALAB is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by ALAB pursuant to the Exchange Act can be located by reference to SEC file number 001-41979 through the SEC’s website at www.sec.gov. In addition, information regarding ALAB may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of ALAB or other securities of Astera Labs Inc. The Fund has derived all disclosures contained in this document regarding ALAB from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to ALAB. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding ALAB is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of ALAB (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning ALAB could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of ALAB.

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

Moreover, Astera Labs Inc. has not participated in the development of the Fund’s investment strategy. Astera Labs Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Astera Labs Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Astera Labs Inc.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by ALAB or its affiliates. All rights in the trademarks are reserved by their respective owners.

Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in the same industry as that assigned to the Underlying Security. As of the date of the Prospectus, ALAB is assigned to the Semiconductors & Semiconductor Equipment industry.

Principal Investment Risks

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

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

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

ALAB Risks. The Fund invests in swap contracts and options that are based on the share price of ALAB. This subjects the Fund to certain of the same risks as if it owned shares of ALAB, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of ALAB, the Fund may also be subject to the following risks:

●

Limited Operating History Risk. ALAB has a limited operating history and has only recently begun to commercialize its products. As a result, ALAB may have difficulty forecasting future revenue and appropriately managing expenses. Its brief operating track record creates uncertainty about its long-term viability, growth trajectory, and ability to adapt to evolving industry demands or macroeconomic pressures. Additionally, ALAB has a history of net losses and may not achieve or sustain profitability.

●

Indirect Investment in ALAB Risk. ALAB is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights or influence over the management of ALAB but will be exposed to the performance of ALAB (the Underlying Security). Investors will also not have the right to receive dividends or other distributions from ALAB, but will remain subject to price fluctuations and other risks associated with ownership of the Underlying Security.

●

ALAB Trading Risk. The trading price of ALAB may be highly volatile and influenced by factors such as competitive pressures, product release cycles, litigation, and supply chain dynamics. Short sellers may also influence ALAB’s trading activity, contributing to market instability. Public sentiment regarding artificial intelligence, semiconductor technologies, or international trade tensions, especially those involving China. could cause outsized impacts on ALAB’s stock price. In the event of a trading halt, delisting, or significant disruption in the market for ALAB’s shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

ALAB Performance Risk. ALAB’s ability to meet or exceed its financial guidance or business expectations is subject to various risks, including delays in customer adoption, failure to secure design wins, or challenges in entering new markets. ALAB uses third parties to manufacture its products and if those companies encounter issues or do not meet their obligations, it could negatively impact ALAB’s performance. If ALAB’s revenues, margins, or profitability fall short of projections, its share price could decline materially. The dynamic nature of the AI infrastructure market makes forecasting inherently uncertain, and any mismatch between guidance and actual results may negatively impact investor confidence.

●

Semiconductors & Semiconductor Equipment Industry Risks. Competitive pressures may have a significant effect on the financial condition of semiconductor companies and, as product cycles shorten and manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing, which hampers profitability. Reduced demand for end-user products, under-utilization of manufacturing capacity, and other factors could adversely impact the operating results of companies in the semiconductor sector. Semiconductor companies typically face high capital costs and may be heavily dependent on intellectual property rights. The semiconductor sector is highly cyclical, which may cause the operating results of many semiconductor companies to vary significantly. The industry is complex and global in nature, with manufacturing plants predominantly located in East Asia. Because of this, it is subject to numerous risks, including geopolitical tensions, earthquakes, and extreme weather events. The stock prices of companies in the semiconductor sector have been and likely will continue to be extremely volatile.

●

Customer Concentration Risk. A significant portion of ALAB’s revenue is concentrated among a small number of key customers. The loss of, or a substantial reduction in business from, any of these major customers could materially and adversely affect ALAB’s financial performance, operations, and stock price. Customer decisions to transition to competing products or delay adoption of ALAB’s solutions would likewise impact growth.

●

Manufacturing and Supply Chain Risk. ALAB relies on a limited number of third-party manufacturing partners to produce its semiconductor and AI infrastructure products. Disruptions, capacity constraints, or failures in these supply relationships could delay production, impair product delivery, and harm ALAB’s reputation. ALAB’s third-party manufacturing partners and distributors, and the majority of ALAB’s revenue, are concentrated primarily in Taiwan, China, and South Korea, areas that are or may be subject to geopolitical uncertainty, trade disputes and restrictions, and other risks. Any disruption to the operations of these manufacturing partners or distributors could cause significant delays in the production or shipment of our products and impact ALAB’s financial condition. Additionally, ALAB’s manufacturing partners are not bound by long-term supply contracts, which exposes ALAB to potential price increases or component shortages.

●

Product Lifecycle and Technology Risk. ALAB’s products may be subject to rapid obsolescence or declining average selling prices due to intense industry competition and the fast pace of innovation in the AI hardware sector. ALAB may also encounter difficulties in demonstrating the value of its newest technologies, and failure to keep pace with evolving AI infrastructure requirements could reduce its competitiveness and customer demand.

●

Intellectual Property Risk. ALAB’s success depends on its ability to protect its proprietary technologies and avoid infringing the intellectual property rights of others. The company may face costly and time-consuming litigation related to patent disputes or misappropriation claims. Additionally, ALAB’s reliance on third-party technologies presents risks if access to those technologies becomes restricted. Any adverse outcomes in IP-related litigation could materially impact ALAB’s operations and financial condition.

●

Regulatory and Geopolitical Risk. ALAB’s operations are affected by complex global regulatory frameworks, including export control laws, trade restrictions, and sanctions—particularly with respect to technology transfers to China. Changes in the U.S. or foreign political, regulatory, and economic policies, especially those affecting the semiconductor and AI sectors, have reduced the demand for ALAB’s products and damaged ALAB’s business and could significantly impact ALAB’s market access, customer relationships, and cost structure.

●

Cybersecurity and Data Risk. ALAB’s business depends on secure systems for product development, manufacturing oversight, and customer interactions. Cyber-attacks, data breaches, or security vulnerabilities could disrupt operations, damage customer trust, or lead to regulatory investigations. Any failure to adequately protect ALAB’s data and systems could have a material adverse effect on its business.

Single Issuer Risk. Issuer-specific attributes may cause an investment in the Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of the Fund, which focuses on an individual security, may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole. Additionally, the Fund will seek to employ its investment strategy as it relates to the underlying issuer regardless of whether there are significant corporate actions such as restructurings, enforcement activity, or acquisitions or periods adverse market, economic, or other conditions and will not seek to take temporary defensive positions during such periods.

Compounding and Market Volatility Risk. The Fund has a daily leveraged investment objective and the Fund’s performance for periods greater than a trading day will be the result of each day’s returns compounded over the period, which is very likely to differ from two times (200%) the Underlying Security’s performance, before the Fund’s management fee and other expenses. Compounding affects all investments but has a more significant impact on funds that aim to replicate leveraged daily returns and that rebalance daily. For the Fund aiming to replicate two times the daily performance of an Underlying Security, if adverse daily performance of the Underlying Security reduces the amount of a shareholder’s investment, any further adverse daily performance will lead to a smaller dollar loss because the shareholder’s investment had already been reduced by the prior adverse performance. Equally, however, if favorable daily performance of the Underlying Security increases the amount of a shareholder’s investment, the dollar amount lost due to future adverse performance will increase because the shareholder’s investment has increased.

The effect of compounding becomes more pronounced as the Underlying Security’s volatility and the holding period increase. The impact of compounding will impact each shareholder differently depending on the period of time an investment in the Fund is held and the volatility of the Underlying Security during a shareholder’s holding period of an investment in the Fund.

The chart below provides examples of how the Underlying Security’s volatility could affect the Fund’s performance. The chart illustrates the impact of two factors that affect the Fund’s performance – the Underlying Security’s volatility and the Underlying Security’s performance. The Underlying Security’s performance shows the percentage change in the share price of the Underlying Security over the specified time period, while the Underlying Security’s volatility is a statistical measure of the magnitude of fluctuations in the returns during that time period. As illustrated below, even if the Underlying Security’s performance over two equal time periods is identical, different Underlying Security volatility (i.e., in magnitude of fluctuations in the share price of the Underlying Security) during the two time periods could result in drastically different Fund performance for the two time periods because of compounding daily returns during the time periods.

Fund performance for periods greater than one single day can be estimated given any set of assumptions for the following factors: a) the Underlying Security volatility; b) the Underlying Security performance; c) period of time; d) financing rates associated with leveraged exposure; and e) other Fund expenses. The chart shows estimated Fund returns for a number of combinations of Underlying Security volatility and Underlying Security performance over a one-year period. Performance shown in the chart assumes that: (i) there were no Fund expenses; (ii) borrowing/lending rates (to obtain leveraged exposure) of 0%. If Fund expenses and/or actual borrowing/lending rates were reflected the estimated returns would be different than those shown. Particularly during periods of higher Underlying Security volatility, compounding will cause results for periods longer than a trading day to vary from two times (200%) the performance of the Underlying Security.

As shown in the chart below, the Fund would be expected to lose 6.1% if there was no change in the share price of the Underlying Security over a one-year period during which the Underlying Security experienced annualized volatility of 25%. If the Underlying Security’s annualized volatility were to rise to 75%, the hypothetical loss for a one-year period would widen to approximately -43%. At higher ranges of volatility, there is a chance of a significant loss of value in the Fund, even if there were no change in the share price of the Underlying Security. For instance, if the Underlying Security’s annualized volatility is 100%, the Fund would be expected to lose 63.2% of its value, even if the cumulative Underlying Security change in the share price of the Underlying Security for the year was 0%.

Areas shaded red (or dark gray) represent those scenarios where the Fund can be expected to return less than two times (200%) the performance of the Underlying Security and those shaded green (or light gray) represent those scenarios where the Fund can be expected to return more than two times (200%) the performance of the Underlying Security. The Fund’s actual performance may be significantly better or worse than the performance shown below as a result of any of the factors discussed above or in the “Daily Correlation/Tracking Risk” below.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

The Underlying Security’s annualized historical volatility rate for the period from [ ] to [ ], 2025 (the longest period available) was [ ]%. The Underlying Security’s highest volatility rate for any one calendar year during this period was [ ]%. The Underlying Security’s annualized performance during this period was [ ]%. Historical Underlying Security volatility and performance are not indications of what Underlying Security volatility and performance will be in the future.

Daily Correlation/Tracking Risk. There is no guarantee that the Fund will achieve a high degree of leveraged correlation to the Underlying Security and therefore achieve its daily leveraged investment objective. To achieve a high degree of leveraged correlation with the Underlying Security, the Fund seeks to rebalance its portfolio daily to keep exposure consistent with its daily leveraged investment objective. The possibility of the Fund being materially over- or under-exposed to the Underlying Security increases on days when the Underlying Security is volatile near the close of the trading day. Market disruptions, regulatory restrictions and extreme volatility will also adversely affect the Fund’s ability to adjust exposure to the required levels. If there is a significant intra-day market event and/or the Underlying Security experiences a significant increase or decline, the Fund may not meet its investment objective, be able to rebalance its portfolio appropriately, or may experience significant premiums or discounts, or widened bid-ask spreads.

The Fund may have difficulty achieving its daily leveraged investment objective due to fees, expenses, transaction costs, financing costs related to the use of derivatives, investments in ETFs, directly or indirectly, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or derivatives held by the Fund. The Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to the Underlying Security. The Fund may take or refrain from taking positions to improve the tax efficiency or to comply with various regulatory restrictions, either of which may negatively impact the Fund’s leveraged correlation to the Underlying Security.

Leverage Risk. The Fund obtains investment exposure in excess of its net assets by utilizing leverage and may lose more money in market conditions that are adverse to its investment objective than a fund that does not utilize leverage. An investment in the Fund is exposed to the risk that a decline in the daily performance of the Underlying Security will be magnified. This means that an investment in the Fund will be reduced by an amount equal to 2% for every 1% daily decline in the share price of the Underlying Security, not including the costs of financing leverage and other operating expenses, which would further reduce its value. The Fund could theoretically lose an amount greater than its net assets in the event the share price of the Underlying Security declines more than 50%. Leverage will also have the effect of magnifying any differences in the Fund performance’s correlation with the Underlying Security’s share price.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. The Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, leverage, imperfect daily correlations with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains than directly investing in securities. When the Fund uses derivatives, there may be imperfect correlation between the share price of the Underlying Security and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives may expose the Fund to losses in excess of those amounts initially invested.

The Fund will be subject to regulatory constraints relating to level of value at risk that the Fund may incur through its derivative portfolio. To the extent the Fund exceeds these regulatory thresholds over an extended period, the Fund may determine that it is necessary to make adjustments to the Fund’s investment strategy, including the desired daily leveraged performance for the Fund.

In addition, the Fund’s investments in derivatives are subject to the following risks:

Swap Agreements. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether the Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to identify counterparties for those swap agreements. If the Adviser is unable to enter into swap agreements that provide leveraged exposure to the Underlying Security, the Fund may not meet its stated investment objective. Additionally, any financing, borrowing or other costs associated with using swap transactions may also have the effect of lowering the Fund’s return.

The swap agreements in which the Fund invests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivatives instruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities.

If the Underlying Security has a dramatic move that causes a material decline in the Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the swap transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with the Fund’s investment objective. This may prevent the Fund from achieving its leveraged investment objective, even if the Underlying Security later reverses all or a portion of its movement.

Options Contracts. The use of options contracts involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are volatile and are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, including the anticipated volatility, which are affected by fiscal and monetary policies and by national and international political, changes in the actual or implied volatility or the reference asset, the time remaining until the expiration of the option contract and economic events. The value of the options contracts in which the Fund invests are substantially influenced by the value of the Underlying Security. The Fund may experience substantial downside from specific option positions and certain option positions held by the Fund may expire worthless. The options held by the Fund are exercisable at the strike price on their expiration date. As an option approaches its expiration date, its value typically increasingly moves with the value of the underlying instrument. However, prior to such date, the value of an option generally does not increase or decrease at the same rate as the underlying instrument. There may at times be an imperfect correlation between the movement in values options contracts and the underlying instrument, and there may at times not be a liquid secondary market for certain options contracts. The value of the options held by the Fund will be determined based on market quotations or other recognized pricing methods. Additionally, as the Fund intends to continuously maintain indirect exposure to the Underlying Security through the use of options contracts, as the options contracts it holds are exercised or expire it will enter into new options contracts, a practice referred to as “rolling.” If the expiring options contracts do not generate proceeds enough to cover the cost of entering into new options contracts, the Fund may experience losses. The use of options to generate leverage introduces additional risks, including significant potential losses if the market moves unfavorably. The leverage inherent in options can amplify both gains and losses, leading to increased volatility and potential for substantial losses, particularly in periods of market uncertainty or low liquidity. Additionally, the Fund may incur losses if the value of the Underlying Security moves against its positions, potentially resulting in a complete loss of the premium paid.

Counterparty Risk. The Fund is subject to counterparty risk by virtue of its investments in derivatives which exposes the Fund to the risk that the counterparty will not fulfill its obligation to the Fund. Counterparty risk may arise because of the counterparty’s financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market activities and developments, or other reasons, whether foreseen or not. A counterparty’s inability to fulfill its obligation may result in significant financial loss to the Fund and the Fund may be unable to recover its investment from such counterparty or may obtain a limited and/or delayed recovery.

Counterparties may seek to hedge their exposure to individual clients (such as the Fund) by establishing offsetting exposures with other clients, however, there is no guarantee that counterparties will do so under all circumstances. Should a counterparty (e.g., a swap counterparty) terminate its relationship with the Fund, the Fund will seek to utilize other counterparties to seek to maintain its exposures. In addition, the Fund may use options contracts to seek to generate the leverage necessary to implement its strategy. The use of options contracts introduces distinct risks, including heightened volatility, particularly intraday. While options may provide an ancillary benefit of mitigating some losses under specific scenarios, such as severe market downturns, their inherent leverage and rapid price fluctuations can amplify the Fund’s performance volatility and lead to greater risks of substantial losses. Refer to “Derivatives Risk – Options Contracts” for additional information on the risks of investing in options.

In addition, the Fund may enter into swap agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its investment objective.

Intra-Day Investment Risk. The Fund seeks investment results from the close of the market on a given trading day until the close of the market on the subsequent trading day. The exact exposure of an investment in the Fund intraday in the secondary market is a function of the difference between the share price of the Underlying Security at the market close on the first trading day and the share price of the Underlying Security at the time of purchase. If the share price of the Underlying Security rises, the Fund’s net assets will rise by approximately twice the amount as the Fund’s exposure. Conversely, if the share price of the Underlying Security declines, the Fund’s net assets will decline by approximately two times the amount as the Fund’s exposure. Thus, an investor that purchases Shares intra-day may experience performance that is greater than, or less than, the Fund’s stated leveraged performance of the Underlying Security.

If there is a significant intra-day market event and/or the securities of the Underlying Security experience a significant increase or decrease, the Fund may not meet its investment objective or rebalance its portfolio appropriately.

Fixed Income Securities Risk. When the Fund invests in fixed income securities, the value of your investment in the Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by the Fund, possibly causing the Fund’s Share price and total return to be reduced and fluctuate more than other types of investments.

Rebalancing Risk. If for any reason the Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent with the Fund’s investment objective. In these instances, the Fund may have investment exposure to the Underlying Security that is significantly greater or less than its stated investment objective. As a result, the Fund may be exposed to leverage risk because it had not been properly rebalanced and may not achieve its investment objective.

ETF Risks

Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as “Authorized Participants” or “APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

Cash Redemption Risk. The Fund’s investment strategy may require it to redeem Shares for cash or to otherwise include cash as part of its redemption proceeds. For example, the Fund may not be able to redeem in-kind certain securities held by the Fund (e.g., derivative instruments). In such a case, 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. By paying out higher annual capital gain distributions, investors may be subjected to increased capital gains taxes. The costs associated with cash redemptions may include brokerage costs that the Fund may not have incurred if it had made the redemptions in-kind. These costs could be imposed on the Fund, decreasing its NAV, to the extent these costs are not offset by a transaction fee payable by an authorized participant.

Costs of Buying or Selling Shares. Buying or selling Shares involves certain costs, including brokerage commissions, other charges imposed by brokers, and bid-ask spreads. The bid-ask spread represents the difference between the price at which an investor is willing to buy Shares and the price at which an investor is willing to sell Shares. The spread varies over time based on the Shares’ trading volume and market liquidity. The spread is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Due to the costs of buying or selling Shares, frequent trading of Shares may reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.

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 Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares. This adverse effect on liquidity for the Fund’s shares may lead to wider bid-ask spreads and differences between the market price of the Fund’s shares and the underlying value of the shares.

Liquidity Risk. In certain circumstances, such as the disruption of the orderly markets for the financial instruments in which the Fund invests, the Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser. Markets for the financial instruments in which the Fund invests may be disrupted by a number of events, including but not limited to economic crises, health crises, natural disasters, excessive volatility, new legislation, or regulatory changes inside or outside of the U.S. These situations may have an impact on the liquidity of the Fund’s own shares.”

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

High Portfolio Turnover Risk. Daily rebalancing of the Fund’s holdings pursuant to its daily investment objective causes a much greater number of portfolio transactions when compared to most ETFs. Additionally, active market trading of the Fund’s Shares on exchanges (such as the Exchange), could cause more frequent creation and redemption activities, which could increase the number of portfolio transactions. Frequent and active trading may lead to higher transaction costs because of increased broker commissions resulting from such transactions. In addition, there is the possibility of significantly increased short-term capital gains (which will be taxable to shareholders as ordinary income when distributed to them). The Fund calculates portfolio turnover without including the short-term cash instruments or derivative transactions that comprise the majority of the Fund’s trading. As such, if the Fund’s extensive use of derivative instruments were reflected, the calculated portfolio turnover rate would be significantly higher.

Tracking Error Risk. Tracking error is the divergence of the Fund’s performance from that of its investment objective which aims to replicate two times the daily percentage change in the price of the Underlying Security. Tracking error may occur for a number of reasons. Tracking error may occur because of transaction costs, the Fund’s holding of cash, differences in accrual of dividends, being under- or overexposed to the Underlying Security or the need to meet new or existing regulatory requirements. Tracking error risk may be heightened during times of market volatility or other unusual market conditions such as market disruptions. The Fund may be required to deviate from its investment objectives, and therefore experience tracking error, as a result of market restrictions or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Adviser and its affiliates.

Liquidity Risk. Some securities held by the Fund may be difficult to sell or be illiquid, particularly during times of market turmoil. Markets for securities or financial instruments could be disrupted by a number of events, including, but not limited to, an economic crisis, natural disasters, epidemics/pandemics, new legislation or regulatory changes inside or outside the United States. Illiquid securities may be difficult to value, especially in changing or volatile markets. If the Fund is forced to sell an illiquid security at an unfavorable time or price, the Fund may be adversely impacted. Certain market conditions or restrictions may prevent the Fund from limiting losses, realizing gains or achieving a high correlation with the Underlying Security. There is no assurance that a security that is deemed liquid when purchased will continue to be liquid. Market illiquidity may cause losses for the Fund.

Money Market Instrument Risk. The Fund may use a variety of money market instruments for cash management purposes, including money market funds, depositary accounts and repurchase agreements. Repurchase agreements are contracts in which a seller of securities agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement. Money market instruments may lose money.

New Fund Risk. The Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have a track record or history on which to base their investment decisions.

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

Trading Halt Risk. Although the Underlying Security’s shares are listed for trading on an exchange, there can be no assurance that an active trading market for such shares will be available at all times and the Exchange may halt trading of such shares in certain circumstances. A halt in trading in the Underlying Security’s shares is expected, in turn, to result in a halt in the trading in the Fund’s Shares. Trading in the Underlying Security’s and/or Fund’s Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in the Underlying Security’s and/or Fund’s Shares inadvisable. In addition, trading in Underlying Security’s and/or Fund’s Shares on an exchange is subject to trading halts caused by extraordinary market volatility pursuant to exchange “circuit breaker” rules.” In the event of a trading halt for an extended period of time, the Fund may be unable to execute arrangements with swap counterparties that are necessary to implement the Fund’s investment strategy.

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.

U.S. Government and U.S. Agency Obligations Risk. The Fund may invest in securities issued by the U.S. government or its agencies or instrumentalities. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S. Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so.

Tax Risk. The Fund intends to elect and to qualify each year to be treated as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply with the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options on shares of a single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.

Performance

Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. Updated performance information will be available on the Fund’s website at https://www.defianceetfs.com.

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

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

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

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

When available, information regarding the Fund’s NAV, market price, how often Shares traded on the Exchange at a premium or discount, and bid-ask spreads can be found on the Fund’s website at https://www.defianceetfs.com.

Tax Information

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

Financial Intermediary Compensation

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

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG APLD ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long APLD ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Applied Digital Corporation (NASDAQ: APLD) (the “Underlying Security” or “APLD”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Applied Digital Corporation (NASDAQ: APLD). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

The Fund is classified as “non-diversified” under the 1940 Act.

Applied Digital Corporation (“APLD”)

Applied Digital Corporation is a U.S.-based designer, developer, and operator of next-generation digital infrastructure, serving the high-performance computing (HPC), artificial intelligence (AI), and blockchain sectors across North America. The company operates through three business segments, namely Data Center hosting, Cloud services, and HPC hosting, designed to provide scalable and energy-efficient infrastructure solutions. APLD has focused on expanding its HPC and AI capabilities through data centers and strategic partnerships with leading hardware and technology providers. APLD is listed on the Nasdaq Global Select Market (“NASDAQ”).

APLD is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by APLD pursuant to the Exchange Act can be located by reference to SEC file number 001-31968 through the SEC’s website at www.sec.gov. In addition, information regarding APLD may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of APLD or other securities of Applied Digital Corporation. The Fund has derived all disclosures contained in this document regarding APLD from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to APLD. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding APLD is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of APLD (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning APLD could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of APLD.

NONE OF THE FUND, TIDAL TRUST II, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH APPLIED DIGITAL CORPORATION. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, APPLIED DIGITAL CORPORATION.

Moreover, Applied Digital Corporation has not participated in the development of the Fund’s investment strategy. Applied Digital Corporation does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Applied Digital Corporation does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Applied Digital Corporation.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by APLD or its affiliates. All rights in the trademarks are reserved by their respective owners.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

APLD Risks. The Fund invests in swap contracts and options that are based on the share price of APLD. This subjects the Fund to certain of the same risks as if it owned shares of APLD, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of APLD, the Fund may also be subject to the following risks:

●

Limited Operating History and Growth Risk. APLD is an early-stage company with a limited operating history and a track record of financial losses. It has not yet demonstrated consistent profitability and may not be able to do so in the future. APLD’s ability to grow and expand its business is dependent on successful execution of its long-term strategy, which includes constructing and operating high-performance computing (HPC) and cloud data centers. There is no guarantee that APLD will achieve its projected growth or avoid future losses.

●

Indirect Investment in APLD Risk. APLD is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of APLD but will be exposed to the performance of APLD. Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the Underlying Security but will be subject to declines in the performance of the Underlying Security.

●

APLD Trading Risk. The trading price of APLD may be subject to volatility and could experience wide fluctuations due to factors such as industry competition, construction delays, regulatory developments, customer concentration, or investor sentiment related to cryptocurrency and AI sectors. Public perception and external events beyond the company’s control may also influence APLD’s stock price disproportionately. In the event of a trading halt, delisting, or significant disruption in the market for APLD shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

APLD Performance Risk. APLD may not meet expectations regarding customer growth, facility development timelines, or revenue generation, which could cause the price of APLD to decline. Its performance may be affected by delays in the buildout of its data centers, unexpected cost increases, or the inability to secure additional financing. Inaccurate forecasting of hosting capacity or underutilization of facilities could further impair APLD’s financial condition. APLD’s guidance may not ultimately be reliable due to the dynamic nature of the markets it serves.

●

IT Services Industry Risks. Companies in the IT services industry may be significantly affected by changes in technology spending, client demand, and contract renewals. Profitability can be pressured by intense competition, especially as clients seek to reduce costs or transition to automated and cloud-based solutions. Many IT services companies depend on a limited number of large clients, which increases revenue concentration risk. The industry is labor-intensive and may be impacted by rising wage costs, talent shortages, or constraints on skilled worker mobility, particularly for offshore or outsourced service providers. Companies in this sector are also exposed to operational risks, including data breaches, cybersecurity threats, and disruptions in service delivery. Because IT services often span global operations and client bases, firms may face foreign exchange risk, regulatory compliance burdens, and geopolitical uncertainties. The stock prices of companies in the IT services industry may exhibit volatility due to rapid shifts in enterprise technology trends and fluctuations in global economic conditions.

●

Business Concentration and Customer Risk. APLD’s revenue is concentrated among a limited number of customers, and the loss of, or reduction in demand from, any of these customers could materially and adversely affect its operations and financial condition. APLD’s success also depends on attracting and retaining key “magnet” customers in its HPC and cloud segments. If these customers delay or cancel deployments, APLD’s business may be significantly impacted.

●

Supply Chain and Infrastructure Risk. APLD relies on a limited number of third-party suppliers for key inputs, including computing hardware, energy, and construction materials. Any disruption or delay in the supply chain could impact the timing and cost of its data center development. Additionally, the company’s facilities are highly dependent on uninterrupted access to affordable power. Prolonged outages or increases in energy costs may have a material adverse effect on operations.

●

Geographic Concentration and Environmental Risk. APLD’s operations are currently concentrated in North Dakota, which exposes it to localized risks such as regulatory changes, natural disasters, labor shortages, and regional economic fluctuations. Building and maintaining data centers in remote areas may present logistical and staffing challenges, which could increase compensation costs and affect operational efficiency.

●

Regulatory and Cryptoasset Market Risk. APLD operates in a regulatory environment that is subject to ongoing change, especially in connection with its cryptoasset-related hosting business. Legislative or policy changes that restrict or disincentivize crypto mining may adversely impact APLD’s customer base and revenues. Additionally, market volatility in cryptoasset prices may influence customer profitability and indirectly affect APLD’s performance, even though APLD does not directly mine cryptoassets.

●

Cybersecurity and Technology Risk. APLD depends on secure and reliable IT systems to support its hosting and cloud operations. Cyberattacks, data breaches, or technological failures could result in significant disruptions, reputational harm, or financial loss. The company has also previously identified material weaknesses in its internal controls, and any recurrence or failure to remediate these issues may adversely affect financial reporting and investor confidence.

●

Competitive Risk. APLD competes with other cloud service providers and data center operators that may have greater resources, more extensive infrastructure, or longer operating histories. Many competitors offer services at lower prices or at broader scale, which may limit APLD’s ability to capture or retain customers. Increased competition could materially impact the company’s pricing power, margins, and ability to grow.

●

Market and Dilution Risk. APLD’s common stock may be subject to substantial volatility. The company has issued, and may continue to issue, additional shares of common stock, which could dilute existing stockholders. The sale of large blocks of stock into the market, such as those associated with Prepaid Advance Agreements, may also put downward pressure on the stock price. Additionally, failure to maintain Nasdaq listing requirements could negatively affect investor liquidity and valuation.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

In addition, the Fund’s investments in derivatives are subject to the following risks:

ETF Risks

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG AVAV ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long AVAV ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Aerovironment Inc. (NASDAQ: AVAV) (the “Underlying Security” or “AVAV”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Aerovironment Inc. (NASDAQ: AVAV). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund's actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading, potentially resulting in significantly lower returns.

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

The Fund is classified as “non-diversified” under the 1940 Act.

Aerovironment Inc. (“AVAV”)

Aerovironment Inc. designs and manufactures advanced multi-domain robotic systems, including uncrewed aircraft, ground robotic vehicles, and loitering munitions. Its primary customers are U.S. Department of Defense agencies and allied governments, who use these technologies for situational awareness, force protection, and mission effectiveness. AVAV is listed on The NASDAQ Stock Market LLC (“NASDAQ”).

AVAV is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by AVAV pursuant to the Exchange Act can be located by reference to SEC file number 001-33261 through the SEC’s website at www.sec.gov. In addition, information regarding AVAV may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of AVAV or other securities of Aerovironment Inc. The Fund has derived all disclosures contained in this document regarding AVAV from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to AVAV. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding AVAV is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of AVAV (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning AVAV could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of AVAV.

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

Moreover, Aerovironment Inc. has not participated in the development of the Fund’s investment strategy. Aerovironment Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Aerovironment Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Aerovironment Inc.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by AVAV or its affiliates. All rights in the trademarks are reserved by their respective owners.

Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in the same industry as that assigned to the Underlying Security. As of the date of the Prospectus, AVAV is assigned to the Aerospace & Defense industry.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

AVAV Risks. The Fund invests in swap contracts and options that are based on the share price of AVAV. This subjects the Fund to certain of the same risks as if it owned shares of AVAV, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of AVAV, the Fund may also be subject to the following risks:

●

Indirect Investment in AVAV Risk. AVAV is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights or influence over the management of AVAV but will be exposed to the performance of AVAV. Investors will also not have the right to receive dividends or other distributions from AVAV, but will remain subject to price fluctuations and other risks associated with ownership of the Underlying Security.

●

AVAV Trading Risk. The trading price of AVAV may be subject to heightened volatility influenced by various factors, including defense sector procurement cycles, geopolitical tensions, and regulatory developments affecting aerospace and unmanned systems. AVAV’s stock performance could also be impacted by investor sentiment around defense spending, drone technologies, and U.S. foreign policy, particularly in regions where AVAV’s products are deployed. Public scrutiny of military technology applications may further exacerbate market fluctuations. Additionally, the presence of short sellers or speculative trading activity may amplify volatility. In the event of a trading halt, delisting, or significant disruption in the market for AVAV shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

AVAV Performance Risk. AVAV’s ability to meet financial forecasts and strategic objectives depends on a range of execution risks, including the timely receipt of government contracts, successful product testing and field deployment, and competition from emerging drone or robotics platforms. Delays in procurement processes, budgetary constraints, or contract cancellations could materially affect AVAV’s revenues and margins. Moreover, reliance on a limited number of key contracts or clients introduces concentration risk. Any failure to innovate or adapt to evolving defense requirements may weaken investor confidence and lead to substantial declines in AVAV’s stock price.

●

Aerospace & Defense Industry Risks. Companies in the aerospace and defense industry are subject to risks stemming from their reliance on government budgets and spending priorities, which can fluctuate due to political and economic pressures. These companies often operate in highly competitive markets and may face challenges from both domestic and international competitors. The aerospace and defense industry is also affected by geopolitical tensions, trade policies, and regulatory changes that can impact market access and operational efficiency. Aerospace and defense companies typically rely on complex supply chains for specialized components and materials. Disruptions in these supply chains, whether due to shortages, price increases, or geopolitical factors, can significantly affect production and profitability. Additionally, technological advancements are critical for maintaining competitiveness in this sector, but the high cost and uncertain outcomes of research and development efforts may pose financial risks. Companies in this industry face heightened cybersecurity risks due to the sensitive nature of their technologies, and breaches can lead to operational disruptions, reputational damage, and regulatory scrutiny. Long-term fixed-cost contracts, which are common in this sector, may expose companies to financial losses if costs exceed estimates. Furthermore, environmental and safety regulations, as well as export controls, tariffs, and trade restrictions, impose significant compliance costs and may limit market opportunities. The aerospace and defense industry is inherently cyclical and influenced by global political and economic developments, which can contribute to earnings volatility and investment risks.

●

AVAV Government Contract Risk. A substantial portion of AVAV’s revenue is derived from contracts with the U.S. government, particularly agencies within the Department of Defense (DoD). Reductions in government defense budgets, shifts in procurement priorities, or delays in contract awards could materially impact AVAV’s business, thereby affecting the value of the Fund’s investment exposure.

●

AVAV Market Adoption Risk. AVAV’s growth is dependent on the continued development and adoption of uncrewed aircraft systems and loitering munitions systems. If these technologies fail to achieve broader acceptance, or if demand from domestic and international customers weakens, AVAV’s financial results could suffer.

●

AVAV Technology and R&D Risk. The markets in which AVAV competes are subject to rapid technological change. The company invests heavily in research and development, which may not always yield commercially viable products. If AVAV is unable to keep pace with evolving technologies or competitors, its performance could decline.

●

AVAV Operational Risk. AVAV faces risks related to scaling manufacturing operations, managing inventory, and securing critical components. Disruptions in its supply chain, inefficiencies in production, or volatility in input materials may hinder its ability to meet customer expectations and could negatively impact margins. AVAV’s products rely on rare earth metals for their manufacturing, of which a significant majority are sourced from China. In January 2024, China imposed sanctions on AeroVironment in response to sales of military equipment by the U.S. Government to Taiwan. Additionally, in March 2025, China’s Ministry of Commerce placed AeroVironment on China’s export control list. Although AVAV has not experienced a material negative impact on its business as a result of the announced sanctions and export restrictions, there may be material negative impacts on its business in the future.

●

AVAV Regulatory and Legal Risk. AVAV is subject to complex government regulations and compliance obligations, including export controls, regulatory approvals, data security laws, and cybersecurity protocols. Breaches, noncompliance, or adverse legal rulings could result in penalties, reputational damage, or limits on AVAV’s ability to operate in key markets.

●

AVAV Intellectual Property Risk. AVAV depends on proprietary technologies for competitive differentiation. Failure to adequately protect its intellectual property, or litigation involving alleged infringement, could divert resources, increase costs, or constrain future product development.

●

AVAV Volatility Risk. The share price of AVAV may be volatile due to its exposure to geopolitical events, defense spending cycles, supply chain challenges, and shifts in global security dynamics. Periods of heightened market uncertainty or changes in public sentiment toward defense and aerospace contractors may lead to outsized movements in AVAV’s stock, which could adversely impact the Fund.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

In addition, the Fund’s investments in derivatives are subject to the following risks:

ETF Risks

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG JOBY ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long JOBY ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Joby Aviation Inc. (NYSE: JOBY) (the “Underlying Security” or “JOBY”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Joby Aviation Inc. (NYSE: JOBY). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund's actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading, potentially resulting in significantly lower returns.

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

The Fund is classified as “non-diversified” under the 1940 Act.

Joby Aviation Inc. (“JOBY”)

Joby Aviation Inc. is developing an all-electric vertical take-off and landing (eVTOL) aircraft intended for urban air mobility applications, including aerial ridesharing. Joby does not currently offer its aircraft for sale to third parties and instead plans to operate the vehicles itself; the company is progressing through the FAA certification process and began initial operations with the U.S. Department of Defense in 2023. JOBY is listed on the New York Stock Exchange (“NYSE”).

JOBY is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by JOBY pursuant to the Exchange Act can be located by reference to SEC file number 001-39463 through the SEC’s website at www.sec.gov. In addition, information regarding JOBY may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of JOBY or other securities of Joby Aviation Inc. The Fund has derived all disclosures contained in this document regarding JOBY from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to JOBY. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding JOBY is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of JOBY (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning JOBY could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of JOBY.

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

Moreover, Joby Aviation Inc. has not participated in the development of the Fund’s investment strategy. Joby Aviation Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Joby Aviation Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Joby Aviation Inc.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by JOBY or its affiliates. All rights in the trademarks are reserved by their respective owners.

Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in the same industry as that assigned to the Underlying Security. As of the date of the Prospectus, JOBY is assigned to the Passenger Airlines industry.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

JOBY Risks. The Fund invests in swap contracts and options that are based on the share price of JOBY. This subjects the Fund to certain of the same risks as if it owned shares of JOBY, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of JOBY, the Fund may also be subject to the following risks:

●

Limited Operating History and Growth Risk. JOBY has a limited operating history and has not yet launched commercial services or generated recurring revenue. Its business model, manufacturing approach, and aerial ridesharing strategy remain unproven at scale. Significant future expenditures will be required to expand production capacity, develop infrastructure, and continue R&D (research and development), with no assurance of achieving profitability or operational efficiency. The company has reported substantial net losses in recent years and expects to continue doing so for the foreseeable future.

●

Indirect Investment in JOBY Risk. JOBY is not affiliated with the Trust, the Fund, or the Adviser, and has no obligation to consider the Fund’s interests or the value of the Shares when taking corporate actions. Fund investors will not have voting rights or entitlement to JOBY dividends or distributions, but will remain exposed to the performance, volatility, and risks associated with JOBY as an underlying issuer.

●

JOBY Trading Risk. The trading price of JOBY may experience substantial volatility due to a variety of factors, including investor sentiment toward emerging aviation technologies, regulatory progress on electric vertical takeoff and landing (eVTOL) aircraft, and broader market dynamics affecting the mobility and transportation sectors. Given JOBY’s status as a pre-revenue company in a nascent industry, trading activity may be influenced by speculative interest or short-selling behavior, potentially leading to sharp price swings. Developments related to FAA certification, competitive announcements from other urban air mobility (UAM) firms, or fluctuations in clean energy policy can cause outsized moves in JOBY’s share price. In the event of a trading halt, delisting, or significant disruption in the market for JOBY shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

JOBY Performance Risk. JOBY’s business performance is subject to significant execution risk given the early-stage nature of its operations and reliance on future commercialization of its eVTOL aircraft. Key risks include delays or failure in achieving regulatory approvals and certifications, cost overruns in manufacturing scale-up, lack of infrastructure for urban air mobility, and slower-than-expected adoption of air taxi services. Additionally, uncertainty around unit economics, safety testing outcomes, and public acceptance of autonomous or piloted urban flight may impair revenue generation. Any deviation from projected milestones or financial guidance, particularly related to commercialization timelines, could materially impact JOBY’s stock price and investor confidence.

●

Airlines Industry Risk. The airline industry faces a range of operational and financial risks that can affect profitability and long-term viability. Demand for air travel is closely tied to macroeconomic conditions, consumer confidence, and discretionary income, making the industry vulnerable to economic downturns, geopolitical instability, and public health events. Fuel costs represent a significant and volatile operating expense, with fluctuations directly impacting margins. Airlines also operate within a complex regulatory environment covering safety, environmental standards, labor practices, and international aviation agreements, non-compliance with which can result in penalties, operational restrictions, or reputational harm. Additionally, labor relations play a critical role in operational stability, as workforce shortages or union disputes can lead to service disruptions. Capacity planning, route management, and fleet utilization are essential to maintaining profitability, and missteps in these areas may lead to inefficiencies, overcapacity, or missed revenue opportunities.

●

Regulatory, Certification, and Government Risk. JOBY’s business model depends heavily on obtaining multiple FAA and international certifications, including Type Certification, Production Certification, and operational approvals. Delays stemming from regulatory changes, agency staffing shortages, or evolving rulemaking could materially impact JOBY’s ability to commence and scale commercial service. Additionally, JOBY’s reliance on U.S. Department of Defense contracts introduces exposure to changes in government priorities, funding, or contract renewals, any of which could affect pre-certification operations and revenue generation. If the TSA imposes burdensome security requirements on JOBY’s services, it could reduce the convenience of its service for customers, resulting in lower demand which could have an adverse impact on its business, financial condition and results of operations.

●

Market Adoption, Commercialization, and Infrastructure Risk. The urban air mobility (UAM) market remains unproven, and JOBY’s success depends on broad regulatory, consumer, and infrastructure acceptance. JOBY intends to operate a vertically integrated air taxi service using its own aircraft and infrastructure. Any failure to develop reliable vertiport access, charging networks, or ground transportation partnerships, or to gain sufficient customer adoption, may limit scalability and reduce anticipated returns. Public hesitation, regulatory friction, or community opposition could further slow commercialization.

●

Production, Supply Chain, and Aircraft Reliability Risk. JOBY faces significant challenges in ramping up aircraft production, especially as it initially depends on a single aircraft model and partially externalized supply chains. Any disruptions in parts availability, delays in production scaling, or failure to meet performance expectations, such as payload, range, or noise metrics, could hinder its service viability. Accidents or perceived safety issues involving JOBY’s or other eVTOL aircraft could also damage public trust and delay regulatory progress.

●

Competition, Financial Viability, and Growth Risk. JOBY operates in a competitive landscape with both established aerospace firms and new entrants. It may not fully realize first-mover advantages and could be outpaced by better-funded or faster-executing competitors. As a pre-revenue company with a history of significant operating losses, JOBY requires substantial additional capital to support manufacturing, infrastructure, and personnel. There is no guarantee that projected funding will be secured on acceptable terms or at all.

●

Cybersecurity, Data Privacy, and Operational Talent Risk. JOBY anticipates collecting sensitive passenger and operational data. Failures in cybersecurity or compliance with data protection laws could result in reputational damage, regulatory penalties, or customer attrition. Moreover, JOBY’s success depends on its ability to attract and retain specialized personnel, including engineers, pilots, and executive leadership. Talent shortages or leadership turnover could delay critical milestones and disrupt operations.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

In addition, the Fund’s investments in derivatives are subject to the following risks:

ETF Risks

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG KTOS ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long KTOS ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS) (the “Underlying Security” or “KTOS”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund's actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading, potentially resulting in significantly lower returns.

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

The Fund is classified as “non-diversified” under the 1940 Act.

Kratos Defense & Security Solutions, Inc. (“KTOS”)

Kratos Defense & Security Solutions, Inc. is a technology and defense contractor that develops and manufactures systems and software for defense, national security, and commercial markets. Its primary business areas include unmanned aerial systems, hypersonic vehicles and propulsion systems, space-based command and control software, microwave electronics, and virtual/augmented reality training systems. The company makes internally funded investments in research, development, and production infrastructure, including facilities for jet engine manufacturing, hypersonic system integration, and missile defense-related hardware. KTOS is listed on the NASDAQ Global Select Market (“NASDAQ”).

KTOS is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by KTOS pursuant to the Exchange Act can be located by reference to SEC file number 001-34460 through the SEC’s website at www.sec.gov. In addition, information regarding KTOS may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of KTOS or other securities of Kratos Defense & Security Solutions, Inc. The Fund has derived all disclosures contained in this document regarding KTOS from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to KTOS. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding KTOS is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of KTOS (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning KTOS could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of KTOS.

NONE OF THE FUND, TIDAL TRUST II, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH KRATOS DEFENSE & SECURITY SOLUTIONS, INC. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, KRATOS DEFENSE & SECURITY SOLUTIONS, INC.

Moreover, Kratos Defense & Security Solutions, Inc. has not participated in the development of the Fund’s investment strategy. Kratos Defense & Security Solutions, Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Kratos Defense & Security Solutions, Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Kratos Defense & Security Solutions, Inc.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by KTOS or its affiliates. All rights in the trademarks are reserved by their respective owners.

Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in the same industry as that assigned to the Underlying Security. As of the date of the Prospectus, KTOS is assigned to the Aerospace & Defense industry.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

KTOS Risks. The Fund invests in swap contracts and options that are based on the share price of KTOS. This subjects the Fund to certain of the same risks as if it owned shares of KTOS, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of KTOS, the Fund may also be subject to the following risks:

●

Indirect Investment in KTOS Risk. KTOS is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights or influence over the management of KTOS but will be exposed to the performance of KTOS (the Underlying Security). Investors will also not have the right to receive dividends or other distributions from KTOS, but will remain subject to price fluctuations and other risks associated with ownership of the Underlying Security.

●

KTOS Trading Risk. The market price of KTOS stock may experience volatility due to shifts in government defense spending, contract award cycles, competitive pressures, or public sentiment regarding national security priorities. Additionally, KTOS’ involvement in classified projects may limit publicly available information, which could lead to unpredictable market reactions or impair investor transparency. In the event of a trading halt, delisting, or significant disruption in the market for KTOS shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

KTOS Performance Risk. KTOS’ financial performance depends on its ability to execute complex government contracts, secure new business, availability of government funding, and scale production for innovative systems such as unmanned aerial vehicles and hypersonic platforms. Delays in production, program cancellations, or inability to achieve expected cost efficiencies could negatively impact KTOS’ share price. Furthermore, missed earnings guidance or changes in customer procurement timelines could result in significant stock price volatility and adversely affect the value of the Fund’s investments.

●

Government Dependency and Contract Risk. KTOS derives a substantial portion of its revenue from contracts with the U.S. Government and its agencies. Changes in federal appropriations, defense budgets, or political priorities could materially affect KTOS’ business. Government contracts are subject to termination for convenience, audit, modification, or delay without penalty. Additionally, many of KTOS’ contracts require high-performance standards and innovative engineering solutions. Failure to meet these obligations may lead to financial penalties or loss of future business.

●

Customer and Program Concentration Risk. KTOS is dependent on a limited number of large customers and key defense programs. The loss, delay, or downsizing of major contracts or customer relationships could adversely impact its financial performance. Furthermore, several of KTOS’ new technologies, including unmanned aerial systems and hypersonic platforms, may not achieve program-of-record designation or broad customer adoption, which may constrain growth.

●

Operational and Supply Chain Risk. KTOS’ performance is reliant on a network of subcontractors and third-party suppliers for critical materials and services. Disruptions, delays, or quality issues in the supply chain may impair KTOS’ ability to fulfill obligations. Additionally, KTOS’ operations involve the handling of volatile components that pose risks of fire or explosion, which could lead to facility shutdowns, financial loss, or liability.

●

KTOS Regulatory Risk. KTOS is subject to many U.S. Government regulations, including regulations as a contractor and subcontractor to various U.S. Government agencies. KTOS also requires special security clearances to continuing working on certain of its programs and contracts with the U.S. Government. Noncompliance or loss of security clearances could result in negative impacts on KTOS’ operations.

●

Cybersecurity and Compliance Risk. KTOS operates under stringent government security requirements, including classified programs and Department of Defense cybersecurity standards. Breaches in systems, loss of security clearances, or failure to meet compliance obligations may result in contract loss, regulatory penalties, or reputational damage.

●

Financial and Leverage Risk. KTOS has significant long-term debt and may incur additional indebtedness. High leverage could limit operational flexibility and increase vulnerability to interest rate fluctuations or liquidity constraints. The company’s financial condition may also be affected by its ability to generate consistent cash flow from international operations or subsidiaries.

●

Intellectual Property and Limited Transparency Risk. KTOS depends on proprietary technologies and trade secrets to maintain its competitive position. Any failure to protect its intellectual property or adverse outcomes from infringement claims could impair its operations. Additionally, investor insight into KTOS’ operations may be limited due to the classified nature of certain government programs.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

In addition, the Fund’s investments in derivatives are subject to the following risks:

ETF Risks

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG LMND ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long LMND ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Lemonade, Inc. (NYSE: LMND) (the “Underlying Security” or “LMND”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Lemonade, Inc. (NYSE: LMND). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund's actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading, potentially resulting in significantly lower returns.

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

The Fund is classified as “non-diversified” under the 1940 Act.

Lemonade, Inc. (“LMND”)

Lemonade, Inc. is a fully digital insurance company that offers renters, homeowners, car, pet, and life insurance through its own licensed carriers in the U.S. and Europe. It uses proprietary software and automation to manage policy issuance, customer interactions, and claims processing, minimizing the need for human involvement. The company relies on reinsurance agreements and a fixed-fee model to manage underwriting risk and reduce variability in financial results. LMND is listed on the New York Stock Exchange (“NYSE”).

LMND is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by LMND pursuant to the Exchange Act can be located by reference to SEC file number 001-39367 through the SEC’s website at www.sec.gov. In addition, information regarding LMND may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of LMND or other securities of Lemonade, Inc. The Fund has derived all disclosures contained in this document regarding LMND from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to LMND. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding LMND is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of LMND (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning LMND could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of LMND.

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

Moreover, Lemonade, Inc. has not participated in the development of the Fund’s investment strategy. Lemonade, Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Lemonade, Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Lemonade, Inc.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by LMND or its affiliates. All rights in the trademarks are reserved by their respective owners.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

LMND Risks. The Fund invests in swap contracts and options that are based on the share price of LMND. This subjects the Fund to certain of the same risks as if it owned shares of LMND, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of LMND, the Fund may also be subject to the following risks:

●

Limited Operating History and Profitability Risk. LMND is a relatively young company in the insurance industry, having launched its operations in 2016. It has a limited track record of generating consistent revenues and has incurred net losses each year since inception. The company has yet to demonstrate sustained profitability and may not do so in the foreseeable future. Its ability to execute its growth strategy, including expanding into new markets, launching new product lines and retaining and expanding customer base, may face significant hurdles, including customer acquisition costs, regulatory complexities, and underwriting losses.

●

Indirect Investment in LMND Risk. LMND is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates, and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of LMND but will be exposed to the performance of LMND. Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the Underlying Security but will be subject to declines in the performance of the Underlying Security.

●

LMND Trading Risk. LMND's share price may experience substantial volatility due to factors such as underwriting results, consumer adoption of digital insurance models, technological disruptions, and broader sentiment toward “insurance-tech” companies. Public perception, media coverage, or unexpected developments in the traditional insurance industry may also cause disproportionate movements in the stock price. In the event of a trading halt, delisting, or significant disruption in the market for LMND shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

LMND Performance Risk. LMND’s business performance is tied to its ability to price risk effectively using AI (artificial intelligence)-driven models, maintain low loss ratios, and scale efficiently. If LMND underestimates risk, overestimates customer retention, or faces adverse claims trends (e.g., due to climate events or inflation in repair costs), financial results may suffer. Additionally, its dependence on reinsurance arrangements to manage risk exposure introduces uncertainty if those counterparties fail to perform or renew terms on favorable conditions.

●

Insurance Industry Risk. The insurance industry is subject to a broad set of financial, operational, and regulatory risks that can materially affect profitability and business performance. Insurers rely heavily on accurate underwriting, actuarial modeling, and risk selection to remain solvent and competitive; adverse claim trends, catastrophic events, or unexpected loss development can significantly impact earnings. Investment performance is also a key driver of results, and fluctuations in interest rates, credit markets, or equity valuations may affect portfolio returns and capital adequacy. The industry is highly regulated, requiring strict compliance with solvency, reporting, and consumer protection rules; failure to comply may result in fines, license restrictions, or reputational damage. Additionally, pricing pressures, policyholder behavior, and evolving coverage needs—particularly in areas like cyber risk or climate-related exposures, require continuous product innovation and disciplined risk management to maintain market relevance and profitability.

●

Technology and AI Model Risk. LMND’s platform relies heavily on artificial intelligence, machine learning, and chatbots to underwrite policies, handle claims, and manage customer interactions. Errors in model development, unanticipated algorithmic bias, or technological breakdowns could result in underwriting inaccuracies, reputational damage, or regulatory scrutiny. Overreliance on automation may also reduce flexibility in responding to complex or evolving insurance scenarios. LMND employs third-party licensed software for use in LMND’s business, and the inability to maintain these licenses, errors in the licensed software or the terms of open source licenses could result in increased costs or reduced service levels.

●

Regulatory and Compliance Risk. LMND operates across multiple U.S. states and international jurisdictions, each with its own insurance regulations and licensing requirements. Regulatory regimes in these regions can change frequently and may impose burdensome capital, solvency, or consumer protection requirements. Failure to comply with applicable laws could lead to fines, business restrictions, or reputational harm. In particular, expansion into new markets or product categories could expose LMND to unfamiliar regulatory landscapes.

●

Competitive Risk. LMND competes with established insurance providers that have larger customer bases, deeper financial resources, and entrenched distribution networks. These traditional insurers may respond to LMND’s entry with aggressive pricing, marketing, or lobbying efforts. Additionally, other digital-native insurance startups may emerge with superior technology, lower costs, or more attractive product offerings. Increased competition may constrain LMND’s growth or compress margins.

●

Reinsurance and Risk Transfer Risk. A significant portion of LMND’s underwriting exposure is transferred to third-party reinsurers. While this strategy helps limit volatility, it also introduces counterparty risk. Any disruption in reinsurance capacity, pricing, or willingness to renew terms could force LMND to retain more risk or reduce underwriting volume. Reinsurance treaties may also include provisions that could negatively impact expected recoveries during periods of elevated claims.

●

Weather and Catastrophe Exposure Risk. LMND underwrites homeowners, renters, and pet insurance, products that are inherently vulnerable to weather-related losses. Severe natural catastrophes such as hurricanes, wildfires, or floods could lead to a surge in claims and materially affect results. Climate change may increase the frequency or severity of such events, challenging LMND’s ability to accurately model or price risk over time.

●

Capital Needs and Dilution Risk. LMND has historically relied on equity financing to fund operations and may need to raise additional capital to support future growth, meet regulatory requirements, or offset underwriting losses. If market conditions are unfavorable, LMND may be unable to raise capital on attractive terms, limiting strategic flexibility or operational continuity.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

In addition, the Fund’s investments in derivatives are subject to the following risks:

ETF Risks

Tax Risk. The Fund intends to elect and to qualify each year to be treated as a a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply with the asset diversification test applicable to a RIC, the Fund will attempt to ensure that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options on shares of a single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If the Fund fails to timely cure, it may no longer be eligible to be treated as a RIC.

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG NBIS ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long NBIS ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Nebius Group NV (NASDAQ: NBIS) (the “Underlying Security” or “NBIS”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Nebius Group NV (NASDAQ: NBIS). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund's actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading, potentially resulting in significantly lower returns.

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

The Fund is classified as “non-diversified” under the 1940 Act.

Nebius Group NV (“NBIS”)

Nebius Group NV is a Dutch company, incorporated and headquartered in the Netherlands. NBIS provides AI-focused cloud infrastructure, including compute, storage, and software tools tailored for training and deploying artificial intelligence models at scale. The company owns and operates data centers and co-location sites in Europe and the U.S., and designs its own hardware to optimize performance for distributed AI workloads. NBIS is listed on the NASDAQ Global Select Market (“NASDAQ”).

NBIS is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) under Form 20-F (the required form for non-U.S. companies listed directly on U.S. exchanges). Information provided to or filed with the SEC by NBIS pursuant to the Exchange Act can be located by reference to SEC file number 001-35173 through the SEC’s website at www.sec.gov. In addition, information regarding NBIS may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of NBIS or other securities of Nebius Group NV The Fund has derived all disclosures contained in this document regarding NBIS from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to NBIS. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding NBIS is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of NBIS (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning NBIS could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of NBIS.

NONE OF THE FUND, TIDAL TRUST II, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH NEBIUS GROUP NV. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, NEBIUS GROUP NV.

Moreover, Nebius Group NV has not participated in the development of the Fund’s investment strategy. Nebius Group NV does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Nebius Group NV does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Nebius Group NV.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by NBIS or its affiliates. All rights in the trademarks are reserved by their respective owners.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

NBIS Risks. The Fund invests in swap contracts and options that are based on the share price of NBIS. This subjects the Fund to certain of the same risks as if it owned shares of NBIS, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of NBIS, the Fund may also be subject to the following risks:

●

Limited Operating History and Profitability Risk. NBIS is a recently formed company operating in capital-intensive and emerging sectors such as cloud computing infrastructure, artificial intelligence (AI) computer services, and autonomous vehicle technology. Its business units are at various early stages of development and have not yet achieved sustained profitability. The company has a limited operating history as a standalone entity and has incurred net losses to date. NBIS’s ability to meet its growth objectives, such as scaling its data center footprint, expanding its customer base, and launching or commercializing new technology-driven offerings, faces significant challenges, including competitive pressures, long sales cycles, evolving regulatory landscapes, and the need for continued access to external financing.

●

Indirect Investment in NBIS Risk. NBIS is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates, and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of NBIS but will be exposed to the performance of NBIS. Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the Underlying Security but will be subject to declines in the performance of the Underlying Security.

●

NBIS Trading Risk. The trading price of NBIS’s Class A ordinary shares may experience significant volatility due to a range of factors, including the early-stage nature of its business units, market perceptions of AI and cloud infrastructure companies, and general investor sentiment toward emerging technology platforms. Additionally, as a foreign private issuer, NBIS may be subject to less frequent or different disclosure requirements than U.S.-domiciled peers, which could affect investor visibility and confidence. In the event of a trading halt, delisting, or significant disruption in the market for NBIS shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

NBIS Performance Risk. The future performance of NBIS depends on its ability to attract and retain customers, develop scalable infrastructure, and achieve commercial success across its multiple business units. Challenges such as underutilization of compute capacity, delays in site development, supply chain constraints, or a failure to convert sales pipelines into revenue could materially impact the company’s financial results. As a result, NBIS’s actual performance may deviate materially from internal projections and public expectations.

●

Software Industry Risks. The software industry can be significantly affected by intense competition, aggressive pricing, technological innovations, and product obsolescence. Companies in the software industry are subject to significant competitive pressures, such as aggressive pricing, new market entrants, competition for market share, short product cycles due to an accelerated rate of technological developments and the potential for limited earnings and/or falling profit margins. These companies also face the risks that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies and, as a result, the value of their securities. Also, patent protection is integral to the success of many companies in this industry, and profitability can be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the cost of litigating patent infringement and the loss of patent protection for products (which significantly increases pricing pressures and can materially reduce profitability with respect to such products). In addition, many software companies have limited operating histories. Prices of these companies’ securities historically have been more volatile than other securities, especially over the short term.

●

Early-Stage and Capital-Intensive Business Risk. NBIS operates in nascent and rapidly evolving sectors, including cloud infrastructure, AI (artificial intelligence) computing, and autonomous vehicles, many of which are unproven and not yet profitable. The company’s ability to scale depends heavily on securing significant third-party financing and successfully executing complex growth strategies. Failure to raise sufficient capital or achieve commercial traction could materially impair its financial condition and future prospects.

●

Technology, Market Demand, and Competitive Risk. NBIS faces intense competition from established global technology providers and emerging innovators. Shifts in AI model architectures, customer preferences, and pricing dynamics may reduce demand for NBIS’s offerings or compress margins. The company’s ability to adapt to technological change and differentiate its services will be critical to its long-term success.

●

Operational, Infrastructure, and Supply Chain Risk. NBIS’s business relies on continuous data center expansion, access to reliable power and connectivity, and timely procurement of advanced hardware. Delays, supply chain disruptions, or underutilization of capacity could impair profitability. The company also depends on third-party providers and faces operational risks tied to cybersecurity, service reliability, and physical infrastructure.

●

Regulatory, Legal, and Geopolitical Risk. NBIS operates in a highly regulated environment, subject to evolving global laws related to AI, data privacy, export controls, and environmental standards. Non-compliance, increased regulatory scrutiny, or adverse geopolitical developments could disrupt operations, increase compliance costs, or restrict market access, especially for international business lines or cause legal or reputational risks.

●

Human Capital and Execution Risk. The success of NBIS depends on attracting and retaining skilled technical talent and building an effective senior management team. The company’s ability to manage complex and long sales cycles, launch new offerings, and execute on partnerships will affect its ability to grow and generate consistent revenues.

●

Financial, Governance, and Shareholder Risk. NBIS has identified material weaknesses in its internal controls and may experience volatility in financial results due to early-stage business dynamics. Its Class A shares may be subject to substantial price swings, dilution from future equity issuance, and differences in shareholder rights under Dutch corporate law.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

In addition, the Fund’s investments in derivatives are subject to the following risks:

ETF Risks

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG NVTS ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long NVTS ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Navitas Semiconductor Corporation (NASDAQ: NVTS) (the “Underlying Security” or “NVTS”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Navitas Semiconductor Corporation (NASDAQ: NVTS). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee			[ ]	%
Distribution and Service (12b-1) Fees			None
Other Expenses⁽²⁾			[ ]	%
Total Annual Fund Operating Expenses⁽³⁾			[ ]	%
	⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
	⁽²⁾	Based on estimated amounts for the current fiscal year.
	⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund's actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading, potentially resulting in significantly lower returns.

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

The Fund is classified as “non-diversified” under the 1940 Act.

Navitas Semiconductor Corporation (“NVTS”)

Navitas Semiconductor Corporation designs, develops, and markets power semiconductors. Its components are used in power conversion and charging systems for applications such as mobile device chargers, consumer electronics, data centers, electric vehicles, solar inverters, and other industrial and energy systems. The company’s products are intended to replace or improve upon traditional silicon-based power solutions by integrating functions to reduce size, improve thermal performance, and increase efficiency. NVTS is listed on the Nasdaq Stock Market LLC (“NASDAQ”).

NVTS is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by NVTS pursuant to the Exchange Act can be located by reference to SEC file number 001-39755 through the SEC’s website at www.sec.gov. In addition, information regarding NVTS may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of NVTS or other securities of Navitas Semiconductor Corporation. The Fund has derived all disclosures contained in this document regarding NVTS from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to NVTS. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding NVTS is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of NVTS (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning NVTS could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of NVTS.

NONE OF THE FUND, TIDAL TRUST II, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH NAVITAS SEMICONDUCTOR CORPORATION. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, NAVITAS SEMICONDUCTOR CORPORATION.

Moreover, Navitas Semiconductor Corporation has not participated in the development of the Fund’s investment strategy. Navitas Semiconductor Corporation does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Navitas Semiconductor Corporation does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Navitas Semiconductor Corporation.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by NVTS or its affiliates. All rights in the trademarks are reserved by their respective owners.

Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in the same industry as that assigned to the Underlying Security. As of the date of the Prospectus, NVTS is assigned to the Semiconductors & Semiconductor Equipment industry.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

NVTS Risks. The Fund invests in swap contracts and options that are based on the share price of NVTS. This subjects the Fund to certain of the same risks as if it owned shares of NVTS, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of NVTS, the Fund may also be subject to the following risks:

●

Indirect Investment in NVTS Risk. NVTS is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates, and has no role in the management of the Fund. Investors in the Fund will not have rights with respect to NVTS shares, including voting rights or entitlement to dividends or other distributions. However, the value of the Fund’s investments may be significantly affected by changes in the market price of NVTS common stock, exposing investors to its company-specific risks.

●

NVTS Trading Risk. The trading price of NVTS's common stock may be volatile due to factors such as financial performance, fluctuations in demand for its technologies, delays in customer adoption, or developments in the broader semiconductor industry. Market sentiment related to emerging power semiconductor companies may also cause disproportionate movements in the stock price relative to operating fundamentals. In the event of a trading halt, delisting, or significant disruption in the market for NVTS shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

NVTS Performance Risk. NVTS’s performance depends on its ability to grow its customer base, scale its manufacturing partnerships, and deliver reliable, high-performance products in competitive and technically demanding markets. Operational challenges such as customer concentration, product development delays, or underutilization of manufacturing capacity could negatively affect the company’s financial results. In addition, its business is exposed to cyclical demand in end markets such as consumer electronics, electric vehicles, and renewable energy, which may impact revenue consistency and limit earnings visibility.

●

Customer Concentration and Demand Risk. A substantial portion of NVTS’s revenue is generated from a limited number of customers across a small number of end markets. A loss of, or a significant reduction in orders from, any key customer could adversely affect the company’s financial results. Shifts in consumer electronics, EV, or data center demand could also impact revenue predictability due to the cyclical nature of those industries.

●

Manufacturing and Supply Chain Risk. NVTS depends entirely on outsourced manufacturing and packaging partners for the production of certain of its products. Any disruptions in global semiconductor supply chains, raw material price fluctuations, capacity limitations, or declines in production yields could delay customer deliveries or increase costs. These dependencies may also expose the company to geopolitical and logistical risks beyond its control.

●

Technology Adoption and Competitive Risk. The company operates in a highly competitive industry where adoption of its products requires customers to redesign or requalify their power systems. Larger incumbent semiconductor firms with broader product portfolios and deeper resources may limit NVTS’s ability to gain market share. If NVTS is unable to demonstrate consistent performance, cost advantages, or reliability, its growth could be constrained.

●

Geopolitical and Trade Policy Risk. NVTS conducts business globally and relies on international foundries, suppliers, and customers, particularly in China. Changes in trade policy, export control regulations, tariffs, or sanctions, particularly related to U.S.–China semiconductor trade, could affect the availability of materials, restrict access to key markets, or result in increased compliance costs.

●

Capital Needs and Dilution Risk. NVTS’s working capital needs are difficult to predict and may fluctuate and the volatility of NVTS’s end customers’ businesses and the time required to manufacture products also make it difficult to manage inventory levels. NVTS may require additional capital to respond to business opportunities and challenges, which would increase expenses and could involve restrictive covenants relating to capital raising activities or create significant shareholder dilution, which may make it more difficult to obtain additional capital and to pursue business opportunities.

●

Intellectual Property Risk. NVTS depends on proprietary technologies, patents and trade secrets to maintain its competitive position. Any failure to protect its intellectual property or adverse outcomes from infringement claims could impair its operations.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

In addition, the Fund’s investments in derivatives are subject to the following risks:

ETF Risks

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG OSCR ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long OSCR ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Oscar Health, Inc. – Class A (NYSE: OSCR) (the “Underlying Security” or “OSCR”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Oscar Health, Inc. – Class A (NYSE: OSCR). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

If the Fund encounters limitations in implementing its strategies, whether due to market conditions, derivative availability, counterparty issues, or other factors, the Fund may not achieve investment results, before fees and expenses, that correspond to two times (2x) the daily performance of the Underlying Security, and may return substantially less during such periods. During such periods, the Fund's actual leverage levels may differ substantially from its intended target, both intraday and at the close of trading, potentially resulting in significantly lower returns.

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

The Fund is classified as “non-diversified” under the 1940 Act.

Oscar Health, Inc. (“OSCR”)

Oscar Health, Inc. is a healthcare technology company that offers health insurance plans under the Affordable Care Act (ACA) to individuals, families, and employees in multiple states. In addition to its insurance business, the company provides technology solutions that support providers and payors with tools for personalized engagement and data analytics. OSCR is listed on the New York Stock Exchange (“NYSE”).

OSCR is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by OSCR pursuant to the Exchange Act can be located by reference to SEC file number 001-40154 through the SEC’s website at www.sec.gov. In addition, information regarding OSCR may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of OSCR or other securities of Oscar Health, Inc. The Fund has derived all disclosures contained in this document regarding OSCR from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to OSCR. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding OSCR is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of OSCR (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning OSCR could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of OSCR.

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

Moreover, Oscar Health, Inc. has not participated in the development of the Fund’s investment strategy. Oscar Health, Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Oscar Health, Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Oscar Health, Inc.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by OSCR or its affiliates. All rights in the trademarks are reserved by their respective owners.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

OSCR Risks. The Fund invests in swap contracts and options that are based on the share price of OSCR. This subjects the Fund to certain of the same risks as if it owned shares of OSCR, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of OSCR, the Fund may also be subject to the following risks:

●

Indirect Investment in OSCR Risk. OSCR is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates, and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of OSCR but will be exposed to the performance of OSCR’s publicly traded stock. Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the Underlying Security but will be subject to declines in the performance of the Underlying Security.

●

OSCR Trading Risk. OSCR’s share price may experience substantial volatility due to factors such as healthcare policy changes, membership trends, regulatory developments, and investor sentiment toward health-tech and insurance technology companies. Public announcements related to changes in government subsidies, regulatory audits, or shifts in reimbursement structures could materially impact stock performance. In the event of a trading halt, delisting, or significant disruption in the market for OSCR shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

OSCR Performance Risk. OSCR’s financial performance is closely tied to its ability to manage medical loss ratios, scale its technology platform, and secure favorable contracts with healthcare providers. Unexpected increases in healthcare utilization, changes in government reimbursement models, or failures in its technology infrastructure could adversely affect its operating results. Additionally, OSCR’s heavy reliance on federal premium subsidies and the risk adjustment program introduces financial exposure to policy changes or administrative delays beyond its control. Additionally, OSCR has a history of net losses and may not achieve or sustain profitability.

●

Insurance Industry Risk. The insurance industry is subject to a broad set of financial, operational, and regulatory risks that can materially affect profitability and business performance. Insurers rely heavily on accurate underwriting, actuarial modeling, and risk selection to remain solvent and competitive; adverse claim trends, catastrophic events, or unexpected loss development can significantly impact earnings. Investment performance is also a key driver of results, and fluctuations in interest rates, credit markets, or equity valuations may affect portfolio returns and capital adequacy. The industry is highly regulated, requiring strict compliance with solvency, reporting, and consumer protection rules; failure to comply may result in fines, license restrictions, or reputational damage. Additionally, pricing pressures, policyholder behavior, and evolving coverage needs, particularly in areas like cyber risk or climate-related exposures, require continuous product innovation and disciplined risk management to maintain market relevance and profitability.

●

Regulatory and Policy Risk. Changes to the Affordable Care Act (ACA), federal or state healthcare regulations, or government funding mechanisms such as premium subsidies or risk adjustment programs could materially impact OSCR’s revenue, member enrollment, and operating model. Such changes may occur rapidly due to political shifts and could reduce market stability or require costly adjustments to OSCR’s product offerings and pricing strategy.

●

Profitability and Medical Cost Management Risk. OSCR may face challenges achieving and maintaining profitability due to variability in medical claims costs, difficulty predicting utilization patterns, and constraints on premium pricing imposed by medical loss ratio (MLR) requirements and regulatory rate approvals. A failure to accurately forecast or control medical expenses could result in significant operating losses and reduced capital flexibility.

●

Technology and Cybersecurity Risk. As a technology-driven company, OSCR is highly dependent on its proprietary platforms and data systems. Operational disruptions, data breaches, or cybersecurity incidents could negatively affect business continuity, consumer trust, and compliance with privacy laws, potentially resulting in regulatory penalties, litigation, or reputational damage.

●

Market Concentration and Competition Risk. OSCR’s revenue is concentrated in specific geographic markets and heavily reliant on individual market enrollment. Increased competition from larger, better-capitalized insurers or new entrants, along with potential market exits by OSCR, could limit growth, reduce pricing power, or result in loss of market share.

●

Operational Execution and Scalability Risk. OSCR’s ability to scale its insurance and technology operations effectively depends on successful execution in areas such as provider contracting, customer service, care coordination, and administrative cost management. Any missteps in scaling operations or managing internal complexity may lead to cost overruns, member dissatisfaction, or failure to meet performance targets.

●

Reliance on Government Payments. A substantial portion of OSCR’s revenue comes from government-administered programs, including premium tax credits. Any disruption, delay, or change in these funding mechanisms—whether due to administrative error, litigation, or legislative action—could impair liquidity and financial stability.

100

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

101

In addition, the Fund’s investments in derivatives are subject to the following risks:

102

ETF Risks

103

104

105

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

106

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG PONY ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long PONY ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Pony AI Inc. (NASDAQ: PONY) (the “Underlying Security” or “PONY”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Pony AI Inc. (NASDAQ: PONY). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

107

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

108

The Fund is classified as “non-diversified” under the 1940 Act.

Pony AI Inc. (“PONY”)

PONY develops autonomous driving technology for use in passenger robotaxis and freight-carrying robotrucks. The company operates fleets of driverless vehicles in China and has received regulatory approvals for public-facing robotaxi services in major cities, as well as for driverless truck testing on highways. PONY partners with automotive manufacturers and logistics firms to support the development, production, and deployment of autonomous vehicles, and has expanded its operations to regions including Europe, East Asia, and the Middle East.

Pony AI Inc. is a Cayman Islands holding company that does not have any substantive business operations by itself. In China, Pony AI Inc. conducts operations through its PRC (People’s Republic of China) subsidiaries. PONY’s American Depositary Shares (ADSs) are listed on The Nasdaq Global Select Market (“NASDAQ”). The ADSs represent ownership in PONY’s underlying ordinary shares.

PONY is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by PONY pursuant to the Exchange Act can be located by reference to SEC file number 001-42409 through the SEC’s website at www.sec.gov. In addition, information regarding PONY may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of PONY or other securities of Pony AI Inc. The Fund has derived all disclosures contained in this document regarding PONY from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to PONY. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding PONY is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of PONY (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning PONY could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of PONY.

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

Moreover, Pony AI Inc. has not participated in the development of the Fund’s investment strategy. Pony AI Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Pony AI Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Pony AI Inc.

109

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by PONY or its affiliates. All rights in the trademarks are reserved by their respective owners.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

PONY Risks. The Fund invests in swap contracts and options that are based on the share price of PONY. This subjects the Fund to certain of the same risks as if it owned shares of PONY, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of PONY, the Fund may also be subject to the following risks:

●

China-Related Risks:

○

Regulatory and Legal Enforcement Risks. PONY operates primarily in China through PRC subsidiaries and is subject to Chinese laws and regulatory oversight. This structure may limit the ability of investors to enforce legal claims or judgments and restrict access to typical shareholder remedies available in other jurisdictions. U.S. courts may not be able to assert jurisdiction over the company or its executives, and Chinese courts generally do not recognize or enforce judgments from foreign jurisdictions, including the United States and the Cayman Islands. As a result, investors may have limited recourse in the event of misconduct or disputes.

○

Restrictions on Capital Transfers and Dividends. Chinese regulations on foreign exchange and capital controls may limit PONY’s ability to transfer funds offshore or distribute dividends to shareholders outside of China, potentially affecting returns on investment. PRC subsidiaries can only pay dividends from accumulated profits under Chinese accounting standards and must allocate a portion of profits to statutory reserves before distribution. Additionally, outbound transfers are subject to government review and approval, and may be delayed or denied based on evolving regulatory policies.

○

Uncertainty in Licensing and Compliance. The evolving regulatory environment in China, including new laws on data security, foreign investment, and overseas listings, may impose additional licensing or compliance burdens that could disrupt operations or impair PONY’s ability to raise capital internationally. If the company fails to obtain or maintain necessary approvals, it could be subject to fines, suspension of business activities, or restrictions on its ability to conduct public offerings. The risk of retroactive application of new regulations further heightens uncertainty for long-term planning and compliance.

○

Risk Related to Leased Properties. Under PRC law, lease agreements of commodity housing tenancy are required to be registered with the local construction (real estate) departments. As of December 31, 2024, 12 of PONY’s lease agreements for leased properties in China had not been registered with the relevant PRC regulatory authorities exposing PONY to potential fines by the Chinese government.

●

Limited Operating History and Profitability Risk. PONY is an early-stage company in the autonomous mobility sector, having launched its operations in 2016. The company has a limited track record of generating consistent revenues and has incurred significant losses since inception. It has not yet achieved sustained profitability and may not do so in the foreseeable future. Its ability to execute its growth strategy, including commercialization of its autonomous driving technology, expansion into new geographic markets, and successful integration with manufacturing and logistics partners, faces material uncertainties, including regulatory approvals, technology performance, and capital-intensive infrastructure requirements.

110

●

Indirect Investment in PONY Risk. PONY is not affiliated with the Trust, the Fund, or the Adviser, or their respective affiliates, and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights and will not be able to influence management of PONY but will be exposed to the performance of PONY’s publicly traded securities. Investors in the Fund will not have the right to receive dividends or other distributions or any other rights with respect to the Underlying Security but will be subject to declines in the performance of the Underlying Security.

●

PONY Trading Risk. PONY’s share price may experience significant volatility due to factors such as regulatory decisions affecting autonomous vehicle testing and deployment, progress in commercialization, and public sentiment toward AI-driven mobility technologies. Media coverage, technological setbacks, or delays in vehicle production may also contribute to sharp price movements. In the event of a trading halt, delisting, or significant disruption in the market for PONY shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

PONY Performance Risk. PONY’s business performance depends on its ability to develop and deploy safe and reliable autonomous driving systems at scale, while maintaining compliance with evolving regulatory frameworks. Delays in achieving regulatory milestones, technical failures, or loss of key partnerships could negatively impact its growth and financial outlook. The company’s long-term success is also subject to its ability to reduce unit economics through mass production and effectively compete with other autonomous vehicle developers, many of which have greater financial and operational resources.

●

Software Industry Risks. The software industry can be significantly affected by intense competition, aggressive pricing, technological innovations, and product obsolescence. Companies in the software industry are subject to significant competitive pressures, such as aggressive pricing, new market entrants, competition for market share, short product cycles due to an accelerated rate of technological developments and the potential for limited earnings and/or falling profit margins. These companies also face the risks that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies and, as a result, the value of their securities. Also, patent protection is integral to the success of many companies in this industry, and profitability can be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the cost of litigating patent infringement and the loss of patent protection for products (which significantly increases pricing pressures and can materially reduce profitability with respect to such products). In addition, many software companies have limited operating histories. Prices of these companies’ securities historically have been more volatile than other securities, especially over the short term.

●

Reliance on Regulatory Approvals for Autonomous Vehicle Operations. PONY’s ability to operate and commercialize its autonomous mobility services depends on obtaining and maintaining regulatory approvals across multiple jurisdictions. Although the company has received permits in key Chinese cities, future changes in laws or delays in obtaining permits for expanded deployment could hinder its growth and delay commercialization timelines. Regulatory standards for safety, data sharing, and road use may evolve unpredictably, creating compliance uncertainty and operational risk.

●

Technology and Safety Performance Risks. The functionality and safety of PONY’s autonomous driving systems are critical to its success, and any malfunction, accident, disruption, unauthorized access or failure to perform as expected could result in reputational harm, regulatory scrutiny, or liability claims. The autonomous systems rely heavily on complex software, hardware, and machine learning models that must operate reliably under varied and unpredictable road conditions. Technical limitations or data errors could undermine the system’s effectiveness and erode customer and regulatory trust.

●

Dependence on Strategic Partnerships. PONY relies on partnerships with automotive manufacturers, technology platforms, and logistics providers to develop, produce, and deploy its robotaxi and robotruck fleets. The failure of any key partnership, including supply chain disruptions, delays in vehicle production, or changes in commercial terms, could materially affect PONY’s ability to scale its services. Additionally, any shift in partner priorities or regulatory pressure on joint ventures may limit future collaboration or market access.

●

Geopolitical Risk. On February 21, 2025 President Trump issued a national security presidential memorandum entitled “America First Investment Policy” which could limit or, in the worst-case scenario, eliminate PONY’s ability to raise capital or contingent equity capital (such as convertible bonds) from U.S. investors in the future, or its ability to raise such capital may be significantly and negatively affected, which could be detrimental to its capital-raising capacity and its business, financial condition and prospects.

111

112

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

113

In addition, the Fund’s investments in derivatives are subject to the following risks:

114

ETF Risks

115

116

117

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

Financial Intermediary Compensation

118

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG RCAT ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long RCAT ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Red Cat Holdings, Inc. (NASDAQ: RCAT) (the “Underlying Security” or “RCAT”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Red Cat Holdings, Inc. (NASDAQ: RCAT). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

119

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

120

The Fund is classified as “non-diversified” under the 1940 Act.

Red Cat Holdings, Inc. (“RCAT”)

Red Cat Holdings, Inc. develops and supplies drone technology and systems for military, government, and commercial applications. Through its subsidiaries the company manufactures small unmanned aircraft systems (sUAS) and vertical takeoff and landing (VTOL) drones, and integrates hardware and software solutions for intelligence, surveillance, reconnaissance, and precision strike missions. RCAT also collaborates with defense agencies and industry partners to deliver autonomous, modular, and interoperable drone platforms, and has secured multiple U.S. and international government contracts for its products. RCAT is listed on the Nasdaq Capital Market (“NASDAQ”).

RCAT is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by RCAT pursuant to the Exchange Act can be located by reference to SEC file number 001-40202 through the SEC’s website at www.sec.gov. In addition, information regarding RCAT may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of RCAT or other securities of Red Cat Holdings, Inc. The Fund has derived all disclosures contained in this document regarding RCAT from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to RCAT. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding RCAT is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of RCAT (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning RCAT could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of RCAT.

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

Moreover, Red Cat Holdings, Inc. has not participated in the development of the Fund’s investment strategy. Red Cat Holdings, Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Red Cat Holdings, Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Red Cat Holdings, Inc.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by RCAT or its affiliates. All rights in the trademarks are reserved by their respective owners.

121

Due to the Fund’s investment strategy, the Fund’s investment exposure is concentrated in the same industry as that assigned to the Underlying Security. As of the date of the Prospectus, RCAT is assigned to the Electronic Equipment, Instruments industry.

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

RCAT Risks. The Fund invests in swap contracts and options that are based on the share price of RCAT. This subjects the Fund to certain of the same risks as if it owned shares of RCAT, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of RCAT, the Fund may also be subject to the following risks:

●

Limited Operating History and Profitability Risk. RCAT is an early-stage company operating in the drone and defense technology sector and has incurred net losses since inception. The company has yet to demonstrate sustained profitability and may not do so in the foreseeable future. RCAT’s business model relies on continued capital access, product development, and contract wins, particularly in the defense and government sectors, which are subject to high variability and uncertainty. If RCAT is unable to secure sufficient capital or fails to execute its growth strategy, it may be forced to curtail operations or cease business altogether.

●

Indirect Investment in RCAT Risk. RCAT is not affiliated with the Trust, the Fund, or the Adviser, and has no involvement in the management or operations of the Fund. RCAT has no obligation to consider the interests of the Fund or its shareholders in making decisions that may affect the value of its securities. Investors in the Fund will not have any voting rights, dividend rights, or other shareholder privileges with respect to RCAT. However, investors will be exposed to the full daily price movements—positive or negative—of RCAT stock, which may be volatile and unpredictable.

●

RCAT Trading Risk. RCAT’s stock price may experience significant volatility due to fluctuations in government contract awards, delays in product development, changes in regulatory policy, and broader market sentiment toward emerging defense technologies. The company’s relatively small market capitalization and limited trading volume may also increase the risk of illiquidity or sharp price swings. In the event of a trading halt, delisting, or significant disruption in the market for RCAT shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

RCAT Performance Risk. RCAT’s financial performance depends heavily on the successful development and delivery of high-quality unmanned aircraft systems (UAS) and related technologies to defense and government customers. Delays in R&D, failure to secure follow-on government contracts, or adverse product events such as quality issues or recalls could materially impact the company’s revenues and reputation. RCAT’s reliance on sole-source suppliers and global component availability also introduces operational vulnerabilities.

●

Electronic Equipment, Instruments Industry Risk. The electronic equipment and instruments industry is exposed to a variety of risks that can affect operational efficiency, profitability, and market competitiveness. Demand for products is often cyclical and closely linked to broader economic conditions, capital spending trends, and technological innovation cycles. Companies in this industry face significant pressure to continually invest in research and development to keep pace with evolving customer requirements and emerging technologies. Supply chain disruptions, component shortages, and dependence on specialized manufacturing partners can lead to production delays, increased costs, or inability to meet customer demand. Additionally, international operations expose firms to foreign exchange volatility, trade policy shifts, and regulatory compliance across multiple jurisdictions. Intellectual property protection, cybersecurity risks, and the need to comply with environmental and safety standards further contribute to the complex risk landscape facing companies in this sector.

●

Customer Concentration and Revenue Volatility. RCAT expects that one of its primary customers will be the U.S. Government and its agencies and therefore changes in the government budgeting process could negatively impact its operations. Additionally, RCAT’s customers typically do not enter into long-term purchase commitments, and orders can be delayed or canceled at any time. This creates unpredictability in sales and revenue streams, making it difficult to forecast demand, manage inventory, and allocate resources effectively.

122

●

Product Development, Pricing, and Competitive Pressures. Success in the drone and defense technology market depends on continuous innovation and investment in research and development. RCAT’s products may face declining average selling prices, and failure to offset these declines with cost reductions or sales volume increases could harm profitability. Moreover, rapid technological change and intense competition from larger industry players may impair RCAT’s ability to sustain market relevance.

●

Product Defects and Warranty Liabilities. RCAT is exposed to potential quality control issues, product defects, and higher-than-expected warranty claims. These risks may lead to recalls, increased costs, reputational harm, and legal exposure, particularly if defects result from third-party components or are discovered after product launch. Further RCAT’s business involves significant risks and uncertainties that may not be covered by insurance or indemnity.

●

Operational and Supply Chain Disruptions. RCAT relies on third-party suppliers, including sole-source vendors, for critical components. Disruptions in the supply chain, production delays, or cost fluctuations can adversely affect the company’s ability to deliver products and meet customer expectations, especially during periods of global economic or political instability.

●

Regulatory, Contractual, and Acquisition Risks. The company’s operations are subject to complex U.S. and international regulations, particularly related to government contracts. Reductions in government spending, regulatory changes, or unfavorable contract terms may impact revenue. Additionally, RCAT’s acquisition strategy introduces integration risks and may dilute existing shareholders or strain financial resources if not effectively managed.

123

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

124

In addition, the Fund’s investments in derivatives are subject to the following risks:

125

ETF Risks

126

127

128

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

129

Financial Intermediary Compensation

130

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG RBRK ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long RBRK ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Rubrik, Inc. – Class A (NYSE: RBRK) (the “Underlying Security” or “RBRK”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Rubrik, Inc. – Class A (NYSE: RBRK). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

131

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

132

The Fund is classified as “non-diversified” under the 1940 Act.

Rubrik, Inc. (“RBRK”)

Rubrik, Inc. offers a cloud-based software platform that is designed to help organizations protect their data across enterprise systems, cloud environments, and SaaS applications. Its main product, Rubrik Security Cloud, combines data backup, threat detection, security monitoring, and recovery tools, all built around a “Zero Trust” approach. The platform is designed to help businesses detect and respond to cyber threats, recover from attacks, and manage data securely across a wide range of systems and services. RBRK is listed on the New York Stock Exchange (“NYSE”).

RBRK is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by RBRK pursuant to the Exchange Act can be located by reference to SEC file number 001-42028 through the SEC’s website at www.sec.gov. In addition, information regarding RBRK may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of RBRK or other securities of Rubrik, Inc. The Fund has derived all disclosures contained in this document regarding RBRK from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to RBRK. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding RBRK is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of RBRK (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning RBRK could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of RBRK.

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

Moreover, Rubrik, Inc. has not participated in the development of the Fund’s investment strategy. Rubrik, Inc. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Rubrik, Inc. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Rubrik, Inc.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by RBRK or its affiliates. All rights in the trademarks are reserved by their respective owners.

133

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

RBRK Risks. The Fund invests in swap contracts and options that are based on the share price of RBRK. This subjects the Fund to certain of the same risks as if it owned shares of RBRK, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of RBRK, the Fund may also be subject to the following risks:

●

Limited Operating History and Profitability Risk. RBRK is a relatively young company in the data security industry. While it has experienced strong revenue growth, it has a limited track record of generating consistent profits and has incurred net losses each year since inception. The company may not achieve or sustain profitability in the foreseeable future. RBRK’s ability to grow depends on successfully executing its business strategy, including expanding its customer base, retaining subscription revenue, and managing costs, all of which may face challenges due to intense competition, evolving technologies, and changes in customer needs.

●

Indirect Investment in RBRK Risk. RBRK is not affiliated with the Trust, the Fund, or the Adviser, and is not involved with this offering in any way and has no obligation to consider your Shares in taking any corporate actions that might affect the value of Shares. Investors in the Fund will not have voting rights or the ability to influence RBRK’s corporate decisions, but will remain subject to fluctuations in the price of RBRK’s publicly traded shares. Investors in the Fund will not receive dividends, distributions, or any shareholder rights with respect to RBRK stock but will be exposed to the full downside risk of any adverse developments related to RBRK’s business or stock price performance.

●

RBRK Trading Risk. RBRK’s share price may experience significant volatility due to factors such as customer adoption of its subscription-based security platform, changes in enterprise IT spending, shifts in regulatory or compliance requirements, and broader investor sentiment toward cybersecurity and technology stocks. Public perception, earnings announcements, or disruptions in third-party cloud partnerships may also lead to disproportionate price swings. In the event of a trading halt, delisting, or significant disruption in the market for RBRK shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

RBRK Performance Risk. RBRK’s performance is closely tied to the effectiveness of its data security platform, including its ability to detect cyber threats, retain enterprise customers, and deliver reliable recovery solutions. If RBRK fails to maintain product performance, adapt to competitive pressures, or respond to cybersecurity risks and system outages, its financial results may be negatively affected. The company’s reliance on cloud providers and partner ecosystems also introduces operational risk. Any deterioration in RBRK’s business could have a material adverse effect on the value of the Fund’s investment.

●

Software Industry Risks. The software industry can be significantly affected by intense competition, aggressive pricing, technological innovations, and product obsolescence. Companies in the software industry are subject to significant competitive pressures, such as aggressive pricing, new market entrants, competition for market share, short product cycles due to an accelerated rate of technological developments and the potential for limited earnings and/or falling profit margins. These companies also face the risks that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies and, as a result, the value of their securities. Also, patent protection is integral to the success of many companies in this industry, and profitability can be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the use of generative artificial intelligence tools, the cost of litigating patent infringement and the loss of patent protection for products (which significantly increases pricing pressures and can materially reduce profitability with respect to such products). In addition, many software companies have limited operating histories. Prices of these companies’ securities historically have been more volatile than other securities, especially over the short term.

134

●

Dependence on Continued Adoption of Data Security Solutions. RBRK’s success depends on growing demand for data security and cyber resilience solutions in both enterprise and government markets. If the broader market for data-centric cybersecurity does not expand as expected, or if organizations adopt alternative technologies, RBRK’s revenue growth and competitive position could be negatively affected. A slower-than-expected rate of adoption of RBRK’s solutions could reduce investor confidence and adversely influence its stock price.

●

Customer Retention and Subscription Growth Risk. RBRK derives substantially all of its revenue from subscriptions to its data security platform, and its future results depend heavily on its ability to retain existing customers and expand those relationships. If customers do not renew or expand their use of the platform, whether due to cost concerns, alternative providers, or evolving technology needs, RBRK may experience a decline in recurring revenue. This could limit its ability to invest in future product development and reduce overall financial stability.

●

Platform Performance and Cybersecurity Risk. RBRK’s platform may fail to perform as intended, or may be perceived to contain vulnerabilities, operational flaws, or integration issues. Any actual or perceived failure to protect customer data or ensure reliable cyber recovery could result in reputational damage, customer attrition, and legal or regulatory consequences. In a highly competitive and security-sensitive industry, such failures may also impact the company’s ability to acquire new customers and retain key contracts.

●

Reliance on Third-Party Cloud Infrastructure. RBRK depends on third-party cloud providers to host and deliver its security solutions and maintain system availability. Interruptions, outages, or unfavorable changes to terms of service with these providers could disrupt RBRK’s operations and customer access to the platform. Prolonged or repeated disruptions could lead to breach of service-level agreements, reputational harm, or financial penalties that impact the company’s performance.

●

Competitive Market and Technological Change Risk. RBRK operates in a highly competitive and rapidly evolving market for data protection and cybersecurity solutions. The company competes with established enterprise vendors and emerging technology providers, some of which may have greater financial, technical, or marketing resources. If RBRK fails to innovate quickly, maintain technical compatibility with evolving platforms, or differentiate its product offerings, it may lose market share and face pricing pressure that reduces margins and affects long-term growth prospects.

135

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

136

In addition, the Fund’s investments in derivatives are subject to the following risks:

137

138

ETF Risks

139

140

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

Tax Information

141

Financial Intermediary Compensation

142

SUMMARY INFORMATION

DEFIANCE DAILY TARGET 2X LONG ZETA ETF – FUND SUMMARY

Important Information About the Fund

The Defiance Daily Target 2X Long ZETA ETF (the “Fund”) seeks daily leveraged investment results of two times (200%) the daily percentage change in the share price of Zeta Global Holdings Corp. – Class A (NYSE: ZETA) (the “Underlying Security” or “ZETA”). Because the Fund seeks daily leveraged investment results, it is very different from most other exchange-traded funds. It is also riskier than alternatives that do not use leverage.

Investment Objective

The Fund seeks daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of Zeta Global Holdings Corp. – Class A (NYSE: ZETA). The Fund does not seek to achieve its stated investment objective for a period other than a single trading day.

Fees and Expenses of the Fund

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)
Management Fee		[ ]	%
Distribution and Service (12b-1) Fees		None
Other Expenses⁽²⁾		[ ]	%
Total Annual Fund Operating Expenses⁽³⁾		[ ]	%
⁽¹⁾	The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all expenses incurred by the Fund (except for advisory fees and sub-advisory fees, as the case may be) excluding interest charges on any borrowings made for investment purposes, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), and litigation expenses and other non-routine or extraordinary expenses.
⁽²⁾	Based on estimated amounts for the current fiscal year.
⁽³⁾	The cost of investing in swaps, including the embedded cost of the swap and the operating expenses of the referenced assets, is an indirect expense that is not included in the above fee table and is not reflected in the expense example.

143

Expense Example

1 Year	3 Years

$[ ]	$[ ]

Portfolio Turnover

Principal Investment Strategies

For examples of a hypothetical investment in the Fund, see the section in the Fund’s Prospectus titled see “Additional Information About the Fund – Principal Investment Strategies.”

144

The Fund is classified as “non-diversified” under the 1940 Act.

Zeta Global Holdings Corp. (“ZETA”)

Zeta Global Holdings Corp. provides an artificial intelligence (AI)-powered marketing platform designed to help enterprises analyze consumer data and automate personalized marketing across digital channels. Its core product, the Zeta Marketing Platform, uses machine learning and generative AI to deliver real-time insights and targeted engagement across email, social media, web, chat, video, and internet-enabled televisions that stream digital content (CTVs). ZETA is listed on the New York Stock Exchange (“NYSE”).

ZETA is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Information provided to or filed with the SEC by ZETA pursuant to the Exchange Act can be located by reference to SEC file number 001-40464 through the SEC’s website at www.sec.gov. In addition, information regarding ZETA may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.

This document relates only to the securities offered hereby and does not relate to the shares of ZETA or other securities of Zeta Global Holdings Corp. The Fund has derived all disclosures contained in this document regarding ZETA from the publicly available documents. None of the Fund, Tidal Trust II (the “Trust”), or the Adviser, or their respective affiliates has participated in the preparation of such publicly available offering documents or made any due diligence inquiry regarding such documents with respect to ZETA. None of the Fund, the Trust, or the Adviser, or their respective affiliates makes any representation that such publicly available documents or any other publicly available information regarding ZETA is accurate or complete. Furthermore, the Fund cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described above) that would affect the trading price of ZETA (and therefore the share price of the Fund at the time we price the securities) have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning ZETA could affect the value received with respect to the securities and therefore the value of the securities.

None of the Fund, the Trust, the Adviser, or their respective affiliates makes any representation to you as to the performance of ZETA.

NONE OF THE FUND, TIDAL TRUST II, OR TIDAL INVESTMENTS LLC IS AFFILIATED, CONNECTED, OR ASSOCIATED WITH ZETA GLOBAL HOLDINGS CORP. THE FUND WAS NOT DEVELOPED OR CREATED BY, AND IS NOT SPONSORED, ENDORSED, OR APPROVED BY, ZETA GLOBAL HOLDINGS CORP.

Moreover, Zeta Global Holdings Corp. has not participated in the development of the Fund’s investment strategy. Zeta Global Holdings Corp. does not select or approve the Fund’s portfolio holdings, nor does it participate in the construction, design, or implementation of the Fund. Zeta Global Holdings Corp. does not provide any assurances, guarantees, or representations regarding the Fund or its performance. Nothing herein shall be construed as an offer of any security by Zeta Global Holdings Corp.

None of the Fund, the Trust, the Adviser, or their respective affiliates claim any ownership interest in any trademarks owned by ZETA or its affiliates. All rights in the trademarks are reserved by their respective owners.

145

Principal Investment Risks

Each risk summarized below is considered a “principal risk” of investing in the Fund, regardless of the order in which it appears.

ZETA Risks. The Fund invests in swap contracts and options that are based on the share price of ZETA. This subjects the Fund to certain of the same risks as if it owned shares of ZETA, even though it does not. By virtue of the Fund’s investments in swap contracts and options that are based on the value of ZETA, the Fund may also be subject to the following risks:

●

Limited Operating History and Profitability Risk. ZETA operates in a competitive and rapidly evolving digital marketing and AI-driven software market and has incurred net losses in several recent periods. While the company has demonstrated strong revenue growth, there is no assurance it will achieve or maintain consistent profitability. Its future growth depends on its ability to scale its customer base, expand relationships with existing clients, and optimize costs amid changing market conditions and technological disruption.

●

Indirect Investment in ZETA Risk. ZETA is not affiliated with the Fund, its Adviser, or its sponsor, and has no role in managing or supporting the Fund. Investors in the Fund will not receive dividends or shareholder rights from ZETA, but remain exposed to the risks associated with ZETA’s business performance and stock price volatility, including potential adverse corporate actions or financial results.

●

ZETA Trading Risk. The trading price of ZETA’s publicly listed shares may be highly volatile, driven by customer acquisition trends, macroeconomic factors, fluctuations in technology stock sentiment, or election-year spending cycles. Announcements related to AI regulation, privacy legislation, or third-party data and cloud infrastructure partnerships could also cause sudden price swings. In the event of a trading halt, delisting, or significant disruption in the market for ZETA shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

ZETA Performance Risk. ZETA’s financial and operating performance is closely tied to the success of its AI-powered marketing platform. Any degradation in platform performance, failure to personalize at scale, or inability to adapt to competitive threats could materially impact its revenue and reputation. Dependence on cloud infrastructure, integration of acquired technologies, and execution risks related to AI-driven products present additional operational and strategic challenges.

●

Dependence on Continued Demand for Digital Marketing Solutions. ZETA’s growth depends on increasing enterprise demand for data-driven, omnichannel marketing solutions. A decline in enterprise marketing budgets, changes in consumer data privacy regulations, or shifts toward competing engagement strategies could reduce demand for ZETA’s services. If adoption of its generative AI tools or customer data platform slows, the company’s growth prospects and valuation may suffer.

146

●

Customer Retention and Expansion Risk. ZETA relies heavily on a small number of large-scale enterprise customers for a substantial portion of its revenue. If these customers reduce spending, fail to renew contracts, or shift to competing platforms, recurring revenue may decline. The inability to convert scaled customers into “super-scaled” customers could hinder future revenue expansion and margin growth.

●

Platform Performance and Data Security Risk. ZETA’s platform must securely handle large volumes of personal and behavioral data. Any actual or perceived security incident, data breach, or performance outage, whether in ZETA’s systems or those of its partners, could lead to reputational damage, regulatory investigations, and loss of customer trust. These risks are heightened given the company’s use of AI technologies and reliance on real-time personalization.

●

Reliance on Third-Party Infrastructure Risk. ZETA depends on a hybrid cloud architecture involving public cloud providers (e.g., AWS, Azure, Google Cloud) and private infrastructure. Disruptions or unfavorable terms with these providers, or failures in infrastructure scalability, could impair platform availability and service levels. This could impact customer experience, lead to contractual penalties, and affect financial performance.

●

Regulatory and Privacy Compliance Risk. ZETA’s business is subject to an evolving global regulatory landscape around data privacy (e.g., GDPR, CCPA), AI usage, and digital marketing practices. Regulatory restrictions on data collection, identity resolution, or cross-platform tracking could impair the effectiveness of ZETA’s products. Non-compliance, actual or alleged, may lead to fines, lawsuits, or customer attrition.

●

Artificial Intelligence Regulatory Risk. ZETA’s use of generative AI and machine learning is central to its marketing automation platform. Legislative or regulatory actions targeting AI development, use, or accountability could require material changes to ZETA’s product architecture or limit product capabilities, adversely affecting revenue, innovation, and client retention.

●

India Risk. ZETA conducts a significant amount of its technology and product development work in India. ZETA’s operations in India involve significant risks, including: difficulty hiring and retaining engineering and management resources due to intense competition for such resources and resulting wage inflation; heightened exposure to changes in economic, security and political conditions, war, conflicts and acts of terrorism; different standards of protection for intellectual property rights and confidentiality protection; the effects of pandemics, epidemics or other health crises on general health and economic conditions; and fluctuations in currency exchange rates and tax compliance. Additionally, the enforcement of intellectual property rights and confidentiality protections in India may not be as effective as in the U.S. or other countries.

●

Intense Competitive and Technological Innovation Risk. ZETA competes with large, well-capitalized marketing clouds, data management platforms, and AI technology vendors. The market for omnichannel marketing solutions is highly dynamic. Failure to innovate, adapt to channel fragmentation, or differentiate on data quality and performance could erode ZETA’s market share and margins.

147

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Security	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

148

In addition, the Fund’s investments in derivatives are subject to the following risks:

149

150

ETF Risks

151

152

Performance

Management

Investment Adviser: Tidal Investments LLC serves as investment adviser to the Fund.

Portfolio Managers:

The following individuals are jointly and primarily responsible for the day-to-day management of the Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

Christopher P. Mullen, Portfolio Manager for the Adviser, has been a portfolio manager of the Fund since its inception in 2025.

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

Purchase and Sale of Shares

153

Tax Information

Financial Intermediary Compensation

154

ADDITIONAL INFORMATION ABOUT THE FUNDS

Investment Objectives

The investment objective of each Fund is to seek daily investment results, before fees and expenses, of two times (200%) the daily percentage change in the share price of its Underlying Security.

An investment objective is fundamental if it cannot be changed without the consent of the holders of a majority of the outstanding Shares. The Fund’s investment objective has not been adopted as a fundamental investment policy and therefore the Fund’s investment objective may be changed without the consent of that Fund’s shareholders upon approval by the Board of Trustees (the “Board”) of Tidal Trust II (the “Trust”) and at least 60 days’ written notice to shareholders.

Each Fund has adopted a policy to have at least 80% exposure to financial instruments with economic characteristics that should perform 2X the daily performance of its Underlying Security’s shares. Each Fund’s 80% policy is non-fundamental and can be changed without shareholder approval. However, Fund shareholders would be given at least 60 days’ notice prior to any such change. To the extent swaps are used to meet the Fund’s 80% policy, the notional value of the swaps will be used when determining the Fund’s compliance.

Each Fund engages in transactions with counterparties, which may include subsidiaries of public companies. Investors should be aware that a Fund may not have recourse to the parent company for obligations of such counterparties. Consequently, a Fund is exposed to the credit risk of these counterparties, and their inability to meet the terms of their agreements could result in financial loss to the Fund.

Each Fund seeks to provide a return of up to two times the daily performance of the share price its Underlying Security.

No Fund attempts to, and no Fund should be expected to, achieve this daily percentage change for periods other than a single day. Each Fund rebalances its implied exposure on a daily basis, increasing exposure to the Underlying Security in response to that day’s gains or reducing exposure in the Underlying Security in response to that day’s losses.

The exposure to the Underlying Security received by an investor who purchases a Fund intra-day will differ from such Fund’s stated daily investment objective by an amount determined by the movement of such Underlying Security from its share price at the end of the prior day. If the Underlying Security’s share price moves in a direction favorable to the Fund between the close of the market on one trading day through the time on the next trading day when the investor purchases Fund Shares, the investor will receive less exposure to the Underlying Security than the Fund’s stated daily investment objective. Conversely, if the Underlying Security’s share price moves in a direction adverse to the Fund, the investor will receive more exposure to the Underlying Security than the Fund’s stated daily investment objective.

As used in this Prospectus, the terms “daily,” “day,” and “trading day,” mean the period from the regular close of the markets on one trading day to the regular close of the markets on the next trading day.

Each Fund is designed as a short-term trading vehicle. The Funds are intended to be used by investors who intend to actively monitor and manage their portfolios.

Shares of each Fund upon commencement of operations will be listed and traded on the Exchange, where the market prices for the Shares may be different from the intra-day value of the Shares disseminated by the Exchange and from their NAV. Unlike conventional mutual funds, Shares are not individually redeemable directly with the applicable Fund. Rather, each Fund issues and redeems Shares on a continuous basis at NAV only in large blocks of Shares called “Creation Units.” Creation Units of the Funds are issued and redeemed for cash. As a result, retail investors generally will not be able to purchase or redeem Shares directly from, or with, a Fund. Most retail investors will purchase or sell Shares in the secondary market through a broker.

The Funds are not suitable for all investors. In particular, the Funds are not suitable for investors with longer-term investment objectives. Each Fund is designed to be utilized only by sophisticated investors, such as traders and active investors employing dynamic strategies. Such investors are expected to monitor and manage their portfolios frequently. Investors in the Funds should: (a) understand the consequences of seeking daily leveraged investment results and (b) understand the risks associated with the use of leverage. Investors who do not understand the Funds or do not intend to actively manage their funds and monitor their investments should not buy any Fund.

There is no assurance that any Fund will achieve its investment objective and an investment in any Fund could lose a substantial amount of money over a short period of time. No single fund is a complete investment program.

155

Principal Investment Strategies

In order to achieve each Fund’s investment objective, the Adviser invests in a manner that is designed to correspond to two times (200%) the daily performance of the share price of such Fund’s Underlying Security.

Each Fund attempts to achieve its investment objective by investing a substantial amount of its assets in financial instruments that provide exposure to its Underlying Security, such as swap agreements. At the end of each trading day, it is expected that for the 2X leveraged exposure each Fund seeks, the swap notional exposure against the Underlying Security will be approximately equal to two times the Fund’s NAV.

To achieve a swap notional exposure equal two times a Fund’s NAV at the end of each trading day, the Adviser will adjust the swap notional exposure daily by sending orders to the swap provider(s) for execution at close. Such transactions will result in trading fees to be paid by the Fund.

Each Fund will enter into swap agreements with major financial institutions for a specified period ranging from one day to more than one year whereby the respective Fund and the global financial institution will agree to exchange the return earned or realized on the underlying security. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” e.g., the return on or change in value of a particular dollar amount representing the underlying security. Each trading day, the Adviser adjusts each Fund’s exposure to its underlying security consistent with the Fund’s daily leveraged investment objective. The impact of market movements during the day determines whether the portfolio needs to be repositioned. If the share price of the underlying security has risen on a given day, the value of the Fund’s net assets should rise, meaning its exposure will typically need to be increased. Conversely, if the share price of the underlying security has fallen on a given day, the value of the Fund’s net assets should fall, meaning its exposure will typically need to be reduced.

The time and manner in which a Fund rebalances its portfolio may vary from day to day at the sole discretion of the Adviser depending upon market conditions and other circumstances. Generally, at or near the close of the market at each trading day, each Fund will position its portfolio to seek to ensure that the Fund’s exposure to its underlying security is consistent with its stated investment objective. Each Fund reviews its notional exposure under each of its swap agreements, which reflects the extent of the Fund’s total investment exposure under the swap, to seek to ensure that the Fund’s exposure is in-line with its stated investment objective. The gross returns to be exchanged are calculated with respect to the notional amount and the underlying security share price returns to which the swap is linked. Swaps are typically closed out on a net basis. Thus, while the notional amount reflects a Fund’s total investment exposure under the swap, the net amount is the Fund’s current obligations (or rights) under the swap. That is the amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement. If for any reason a Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent with the Fund’s investment objective. As a result, a Fund may be more or less exposed to leverage risk than if it had been properly rebalanced and may not achieve its investment objective. To the extent that a Fund needs to “roll” its swap positions (i.e., enter into new swap positions with a later expiration date as the current positions approach expiration), it could be subjected to increased costs, which could negatively impact the Fund’s performance.

Additionally, to complement each Fund’s primary strategy of using swap agreements to achieve leveraged exposure, a Fund may employ listed options contracts as an additional tool to generate leverage on an as-needed basis. By incorporating listed options, such as call options, a Fund can gain leveraged exposure to the Underlying Security without relying solely on swaps. This flexibility allows the Fund to adjust its leverage strategy in response to market conditions, liquidity constraints, or other factors that may impact the availability or pricing of swap agreements. The use of options may help the Fund meet its daily investment objective more effectively under varying market conditions.

Each Fund will hold assets to serve as collateral for such Fund’s swap agreements. For those collateral holdings, each Fund may invest in (1) U.S. Government securities, such as bills, notes and bonds issued by the U.S. Treasury; (2) money market funds; (3) short term bond exchange-traded fund (ETFs); and/or (4) corporate debt securities, such as commercial paper and other short-term unsecured promissory notes issued by businesses that are rated investment grade or of comparable quality.

The Effects of Fees and Expenses on the Return of the Fund for a Single Trading Day

To create the necessary exposure, the Funds will enter into one or more swap agreements with financial institutions. The Funds will incur borrowing costs associated with the use of swaps. For instance, if an Underlying Security returns 1% on a given day, the gross expected return of applicable 2X Fund would be 2%, but the net expected return, which factors in the cost of financing the portfolio and the impact of operating expenses, would be lower.

The Funds may have difficulty in achieving their daily leveraged investment objective due to fees, expenses, transaction costs, income items, accounting standards, significant purchase and redemption activity by respective Fund shareholders and/or disruptions or a temporary lack of liquidity in the markets for the securities held by such Fund.

156

A Fund will be subject to regulatory constraints relating to level of value at risk that a Fund may incur through its derivative portfolio.

An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may result in a Fund being unable to buy or sell certain securities or financial instruments. In such circumstances, such Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and/or may incur substantial trading losses.

If a Fund is unable to obtain sufficient exposure to its Underlying Security due to the limited availability of necessary investments or financial instruments, such Fund could, among other things, fail to meet its daily investment objective or experience increased transaction fees. Under such circumstances, the Fund could trade at significant bid-ask spreads, premiums or discounts to its NAV and could experience substantial redemptions.

A Cautionary Note to Investor’s Regarding Dramatic Underlying Security Movement. The Adviser will not attempt to position each Fund’s portfolio to ensure that a Fund does not gain or lose more than maximum percentage of its NAV on a given day. A Fund could lose an amount greater than its net assets in the event of a movement of an Underlying Security’s share price in excess of 50% in a direction adverse to the Fund (meaning a loss in the value of the Underlying Security). As a result, the risk of total loss exists.

If an Underlying Security’s share price has a dramatic loss that causes a material decline in a Fund’s net assets, the terms of the Fund’s swap agreements may permit the counterparty to immediately close out the swap transaction. In that event, a Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with a Fund’s investment objective. This may prevent a Fund from achieving its investment objective, even if the Underlying Security later reverses all or a portion the move, and result in significant losses.

Examples

Examples of the Impact of Daily Compounding. Because each Fund’s exposure to the applicable Underlying Security’s share price is repositioned on a daily basis, for a holding period longer than one day, the pursuit of the daily investment objective will result in daily compounding for each Fund. This means that the return of the applicable Underlying Security’s share price over a period of time greater than one day multiplied by the Fund’s daily investment objective (e.g., 200% of such return) generally will not equal such Fund’s performance over that same period. As a consequence, investors should not plan to hold shares of a Fund unmonitored for periods longer than a single trading day. This deviation increases with higher volatility in the applicable Underlying Security’s share price and longer holding periods. Further, the return for investors that invest for periods less than a full trading day or for a period different than a trading day will not be the product of the return of such Fund’s stated daily leveraged investment objective and the performance of the applicable Underlying Security’s share price for the full trading day. The actual exposure will largely be a function of the performance of the applicable Underlying Security’s share price from the end of the prior trading day. The examples assume a full daily leveraged amount of exactly 2X to the applicable Underlying Security’s share price.

Consider the following examples (each of which assumes the investor purchases and sells shares at NAV):

Example A

Amy is considering investments in two Funds, Funds A and B. Fund A is an ETF which seeks (before fees and expenses) to match the performance of the hypothetical underlying security’s share price. Fund B is a leveraged ETF and seeks daily leveraged investment results (before fees and expenses) that correspond to 200% of the daily performance of the hypothetical underlying security’s share price.

On Day 1, the hypothetical underlying security’s share price increases in value from $100 to $105, a gain of 5%. On Day 2, the hypothetical underlying security’s share price declines from $105 back to $100, a loss of 4.76%. In the aggregate, the share price of the hypothetical underlying security has not moved.

An investment in Fund A would be expected to gain 5% on Day 1 and lose 4.76% on Day 2, returning the investment its original value. The following example assumes a $100 investment in Fund A when the hypothetical underlying security’s share price is $100:

Day	Underlying Security Share Price	Underlying Security Performance	Value of Fund A Investment
			$100.00
1	$105.00	5.00%	$105.00
2	$100.00	-4.76%	$100.00

157

The same $100 investment in Fund B would be expected to gain 10% on Day 1 (200% of 5%) but decline 9.52% on Day 2.

Day	Underlying Security Performance	200% of Underlying Security Performance	Value of Fund B Investment
			$100.00
1	5.00%	10.0%	$110.00
2	-4.76%	-9.52%	$99.52

Although the percentage decline in Fund B is smaller on Day 2 than the percentage gain on Day 1, the loss is applied to a higher principal amount, so the investment in Fund B experiences a loss even when the share price of the underlying security for the two-day period has not declined (these calculations do not include the charges for fund fees and expenses).

As you can see, an investment in Fund B has additional risks due to the effects of leverage and compounding.

An investor who purchases shares of a Fund intra-day will generally receive more, or less, than the applicable exposure to the underlying security’s share price from that point until the end of the trading day. The actual exposure will be largely a function of the performance of the underlying security from the end of the prior trading day. If a Fund’s shares are held for a period longer than a single trading day, the Fund’s performance is likely to deviate from the respective multiple return of the underlying security’s performance for the longer period. This deviation will increase with higher underlying security volatility and longer holding periods.

Examples of the Impact of Volatility of an Underlying Security. Each Fund rebalances its portfolio on a daily basis, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses. Daily rebalancing will typically cause a Fund to lose money if the Underlying Security’s shares experience volatility. A volatility rate is a statistical measure of the magnitude of fluctuations in the underlying security’s share price returns over a defined period. For periods longer than a trading day, volatility in the performance of the Underlying Security shares from day to day is the primary cause of any disparity between a Fund’s actual returns and the returns of the share of the Underlying Security for such period. Volatility causes such disparity because it exacerbates the effects of compounding on a Fund’s returns. In addition, the effects of volatility are magnified in the Funds due to leverage. Consider the following three examples that demonstrate the effect of volatility on a hypothetical fund (each of which assumes the investor purchases and sells shares at NAV):

Example 1 – Underlying Security Experiences Low Volatility

Amy invests $10.00 in a Hypothetical 2X Fund at the close of trading on Day 1. During Day 2, the hypothetical underlying security’s share price rises from 100 to 102, a 2% gain. Amy’s investment rises 4% to $10.40. Amy holds her investment through the close of trading on Day 3, during which the hypothetical underlying security’s share price rises from 102 to 104, a gain of 1.96%. Amy’s investment rises to $10.81, a gain during Day 3 of 3.92%. For the two-day period since Amy invested in the Hypothetical 2X Fund, the hypothetical underlying security gained 4% although Amy’s investment increased by 8.1%. Because the hypothetical underlying security’s shares continued to trend upwards with low volatility, Amy’s return closely correlates to the 200% return of the return of the hypothetical underlying security’s shares for the period.

Example 2 – Underlying Security Experiences High Volatility

Now Amy invests $10.00 in a Hypothetical 2X Fund after the close of trading on Day 1. During Day 2, the hypothetical underlying security’s share price rises from 100 to 102, a 2% gain, and Amy’s investment rises 4% to $10.40. Amy continues to hold her investment through the end of Day 3, during which the hypothetical underlying security’s shares decline from 102 to 98, a loss of 3.92%. Amy’s investment declines by 7.84%, from $10.40 to $9.58. For the two-day period since Amy invested in the Hypothetical 2X Fund, the hypothetical underlying security lost 2% while Amy’s investment decreased from $10 to $9.58, a 4.2% loss. The volatility of the hypothetical underlying security’s shares affected the correlation between the hypothetical underlying security’s return for the two-day period and Amy’s return. In this situation, Amy lost more than two times the return of the hypothetical underlying security.

Example 3 – Intra-day Investment with Volatility

Examples 1 and 2 assumed that Amy purchased the Hypothetical 2X Fund at the close of trading on Day 1 and sold her investment at the close of trading on a subsequent day. However, if she made an investment intra-day, she would have received notional exposure to the underlying security’s shares determined by the performance of the underlying security’s shares from the end of the prior trading day until her time of purchase on the next trading day.

Consider the following example.

158

Amy invests $10.00 in a Hypothetical 2X Fund at 11 a.m. on Day 2. From the close of trading on Day 1 until 11 a.m. on Day 2, the hypothetical underlying security’s share price moved from 100 to 102, a 2% gain. In light of that gain, the Hypothetical 2X Fund beta at the point at which Amy invests is 196%. During the remainder of Day 2, the hypothetical underlying security’s share price rises from 102 to 110, a gain of 7.84%, and Amy’s investment rises 15.4% (which is the hypothetical underlying security gain of 7.84% multiplied by the 196% beta that she received) to $11.54. Amy continues to hold her investment through the close of trading on Day 3, during which the hypothetical underlying security’s share price declines from 110 to 90, a loss of 18.18%. Amy’s investment declines by 36.4%, from $11.54 to $7.34. For the period of Amy’s investment, the hypothetical underlying security’s share price declined from 102 to 90, a loss of 11.76%, while Amy’s investment decreased from $10.00 to $7.34, a 27% loss. The volatility of the hypothetical underlying security’s shares affected the correlation between the hypothetical underlying security’s return for period and Amy’s return. In this situation, Amy lost more than two times the return of the hypothetical underlying security. Amy was also hurt because she missed the first 2% move of the hypothetical underlying security and had a beta of 196% for the remainder of Day 2.

Market Volatility. The Funds seek to provide a return which is two times the daily performance of the applicable Underlying Security’s share price. The Funds do not attempt to, and should not be expected to, provide returns which are two times the return of the applicable Underlying Security’s share price for periods other than a single day. The Funds rebalance their respective portfolios on a daily basis, increasing exposure in response to that day’s gains or reducing exposure in response to that day’s losses.

Daily rebalancing will impair each Fund’s performance if its Underlying Security’s shares experience volatility. For instance, a Fund would be expected to lose 4% (as shown in Table 1 below) if its Underlying Security’s shares provided no return over a one-year period and experienced annualized volatility of 20%. If an Underlying Security’s shares’ annualized volatility were to rise to 40%, the hypothetical loss for a one-year period for the applicable Fund widens to approximately -15%.

Table 1
Volatility	Fund
Range	Loss
10%	-1%
20%	-4%
30%	-9%
40%	-15%
50%	-23%
60%	-33%
70%	-47%
80%	-55%
90%	-76%
100%	-84%

Note that at higher volatility levels, there is a chance of a complete loss of Fund assets even if the share price of the applicable Underlying Security is flat. For instance, if annualized volatility of an Underlying Security’s shares were 90%, the applicable Fund would be expected to lose 76%, even if the underlying security returned 0% for the year.

Table 2 shows the annualized historical volatility rate for each Underlying Security’s shares over the periods noted.

Since market volatility has negative implications for the Funds which rebalance daily, investors should be sure to monitor and manage their investments in the Funds particularly in volatile markets. The negative implications of volatility in Table 1 can be combined with the recent volatility ranges of the shares of the Underlying Securities in Table 2 to give investors some sense of the risks of holding the Funds for longer periods. Historical volatility and performance for the Underlying Securities are not likely indicative of future volatility and performance.

Table 2 – Historic Volatility of the Underlying Securities

Underlying Security Name/Ticker	Historical Volatility Rate	Period
Astera Labs Inc. (NASDAQ: ALAB)	[ ]%	From [ ] through [ ]
Applied Digital Corporation (NASDAQ: APLD)	[ ]%	From [ ] through [ ]
Aerovironment Inc. (NASDAQ: AVAV)		From [ ] through [ ]
Joby Aviation Inc. (NYSE: JOBY)		From [ ] through [ ]
Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS)		From [ ] through [ ]
Lemonade, Inc. (NYSE: LMND)		From [ ] through [ ]
Nebius Group NV (NASDAQ: NBIS)		From [ ] through [ ]
Navitas Semiconductor Corporation (NASDAQ: NVTS)		From [ ] through [ ]
Oscar Health, Inc. – Class A (NYSE: OSCR)		From [ ] through [ ]
Pony AI Inc. (NASDAQ: PONY)		From [ ] through [ ]
Red Cat Holdings, Inc. (NASDAQ: RCAT)		From [ ] through [ ]
Rubrik, Inc. – Class A (NYSE: RBRK)		From [ ] through [ ]
Zeta Global Holdings Corp. – Class A (NYSE: ZETA)		From [ ] through [ ]

159

The Projected Returns of the Funds for Intra-Day Purchases. Because each Fund rebalances its portfolio once daily, an investor who purchases Shares intra-day will likely have more, or less, than 200% investment exposure to the share price applicable Underlying Security. The exposure to the applicable Underlying Security’s shares received by an investor who purchases the Fund intra-day will differ from the Fund’s stated daily investment objective (e.g., 200%) by an amount determined by the movement of the applicable Underlying Security’s from its share price at the end of the prior day. If the Underlying Security’s share price moves in a direction favorable to the applicable Fund between the close of the market on one trading day through the time on the next trading day when the investor purchases Fund shares, the investor will receive less exposure to such Underlying Security than the stated Fund’s daily investment objective (e.g., 200%). Conversely, if an Underlying Security’s shares move in a direction adverse to the funds, the investor will receive more exposure to such Underlying Security than the stated fund daily leveraged investment objective (e.g., 200%).

Table 3 below indicates the hypothetical exposure to the share price of the underlying security that an intra-day purchase of the Hypothetical 2X Fund would be expected to provide based upon the movement in the share price of the underlying security from the close of the market on the prior trading day. Such exposure holds until a subsequent sale on that same trading day or until the close of the market on that trading day. For instance, if the underlying security’s share price has moved 5% in a direction favorable to a Hypothetical 2X Fund, the investor would receive exposure to the performance of the underlying security from that point until the investor sells later that day or the end of the day equal to approximately 191% of the investor’s investment.

Conversely, if the underlying security’s share price moves 5% in a direction unfavorable to the Hypothetical 2X Fund, an investor at that point would receive exposure to the performance of the underlying security from that point until the investor sells later that day or the end of the day equal to approximately 211% of the investor’s investment.

The table below includes a range of hypothetical underlying security share price moves from 20% to -20% and the corresponding exposure for the Hypothetical 2X Fund. Movement of the share price of an underlying security beyond the range noted below will result in exposure further from the Hypothetical 2X Fund’s daily investment objective.

Table 3

Underlying Security Share Price Move	Resulting Exposure for Hypothetical 2X Fund
-20%	267%
-15%	243%
-10%	225%
-5%	211%
0%	200%
5%	191%
10%	183%
15%	177%
20%	171%

The Projected Returns of the Funds for Periods Other Than a Single Trading Day. Each Fund seeks leveraged investment results on a daily basis — from the close of regular trading on one trading day to the close on the next trading day — which should not be equated with seeking an investment objective for any other period. For instance, if an Underlying Security’s shares gain 10% for a week, the applicable Fund should not be expected to provide a return of 20% for the week even if it meets its daily investment objective throughout the week. This is true because of the financing charges noted above but also because the pursuit of daily goals may result in daily compounding, which means that the return of the applicable Underlying Security over a period of time greater than one day multiplied by such Fund’s daily investment objective (e.g., 200%) will not generally equal the Fund’s performance over that same period. In addition, the effects of compounding become greater the longer shares of a Fund are held beyond a single trading day.

The following tables set out a range of hypothetical daily performances during a given 10 trading days for a Hypothetical 2X Fund compared to the underlying security and demonstrate how changes in the underlying security’s hypothetical performance would compare to the performance of a Hypothetical 2X Fund for a trading day and cumulatively up to, and including, the entire 10 trading day period.

160

The charts are based on a hypothetical $100 investment in hypothetical funds at NAV over a 10-trading day period and do not reflect fees or expenses of any kind.

Table 4a – The Underlying Security Lacks a Clear Trend

Underlying Security				Hypothetical 2X Fund
	NAV	Daily Performance	Cumulative Performance	NAV	Daily Performance	Cumulative Performance
	$100.00			$100.00
Day 1	$105.00	5.00%	5.00%	$110.00	10.00%	10.00%
Day 2	$110.00	4.76%	10.00%	$120.48	9.52%	20.47%
Day 3	$100.00	-9.09%	0.00%	$ 98.57	-18.18%	-1.43%
Day 4	$90.00	-10.00%	-10.00%	$ 78.86	-20.00%	-21.14%
Day 5	$85.00	-5.56%	-15.00%	$ 70.10	-11.12%	-29.91%
Day 6	$100.00	17.65%	0.00%	$ 94.83	35.30%	-5.17%
Day 7	$95.00	-5.00%	-5.00%	$ 85.35	-10.00%	-14.65%
Day 8	$100.00	5.26%	0.00%	$ 94.34	10.52%	-5.68%
Day 9	$105.00	5.00%	5.00%	$103.77	10.00%	3.76%
Day 10	$100.00	-4.76%	0.00%	$ 93.89	-9.52%	-6.12%

The cumulative performance of the hypothetical underlying security’s shares in Table 5 is 0% for 10 trading days. The return of the Hypothetical 2X Fund for the 10-trading day period is -6.12%. The volatility of the underlying security’s performance and lack of a clear trend results in performance for the Hypothetical 2X Fund for the period which bears little relationship to the performance of the underlying security for the 10-trading day period.

Table 5 – The Underlying Security Rises in a Clear Trend

Underlying Security				Hypothetical 2X Fund
	NAV	Daily Performance	Cumulative Performance	NAV	Daily Performance	Cumulative Performance
	$100.00			$100.00
Day 1	$102.00	2.00%	2.00%	$104.00	4.00%	4.00%
Day 2	$104.00	1.96%	4.00%	$108.08	3.92%	8.08%
Day 3	$106.00	1.92%	6.00%	$112.24	3.84%	12.23%
Day 4	$108.00	1.89%	8.00%	$116.47	3.78%	16.47%
Day 5	$110.00	1.85%	10.00%	$120.78	3.70%	20.78%
Day 6	$112.00	1.82%	12.00%	$125.18	3.64%	25.17%
Day 7	$114.00	1.79%	14.00%	$129.65	3.58%	29.66%
Day 8	$116.00	1.75%	16.00%	$134.20	3.50%	34.19%
Day 9	$118.00	1.72%	18.00%	$138.82	3.44%	38.81%
Day 10	$120.00	1.69%	20.00%	$143.53	3.38%	43.50%

The cumulative performance of the underlying security’s share price in Table 5 is 20% for 10 trading days. The return of the Hypothetical 2X Fund for the 10-trading day period is 43.50%. In this case, because of the positive underlying security trend, the Hypothetical 2X Fund’s gain is greater than 200% of the underlying security’s share price gain for the 10-trading day period.

161

Table 6 – The Underlying Security Declines in a Clear Trend

Underlying Security				Hypothetical 2X Fund
	NAV	Daily Performance	Cumulative Performance	NAV	Daily Performance	Cumulative Performance
	$100.00			$100.00
Day 1	$98.00	-2.00%	-2.00%	$ 96.00	-4.00%	-4.00%
Day 2	$96.00	-2.04%	-4.00%	$ 92.08	-4.08%	-7.92%
Day 3	$94.00	-2.08%	-6.00%	$ 88.24	-4.16%	-11.75%
Day 4	$92.00	-2.13%	-8.00%	$ 84.49	-4.26%	-15.51%
Day 5	$90.00	-2.17%	-10.00%	$ 80.82	-4.34%	-19.17%
Day 6	$88.00	-2.22%	-12.00%	$ 77.22	-4.44%	-22.76%
Day 7	$86.00	-2.27%	-14.00%	$ 73.71	-4.54%	-26.27%
Day 8	$84.00	-2.33%	-16.00%	$ 70.29	-4.66%	-29.71%
Day 9	$82.00	-2.38%	-18.00%	$ 66.94	-4.76%	-33.05%
Day 10	$80.00	-2.44%	-20.00%	$ 63.67	-4.88%	-36.32%

The cumulative performance of the underlying security’s share price in Table 6 is -20% for 10 trading days. The return of the Hypothetical 2X Fund for the 10-trading day period is -36.62%. In this case, because of the negative hypothetical underlying security’s share price trend, the Hypothetical 2X Fund’s loss is less than 200% of the hypothetical underlying security’s decline for the 10-trading day period.

Manager of Managers Structure

Although the Funds are not currently sub-advised, the Funds and the Adviser have received exemptive relief from the SEC permitting the Adviser (subject to certain conditions and the approval of the Board) to change or select new unaffiliated sub-advisers without obtaining shareholder approval. The relief also permits the Adviser to materially amend the terms of agreements with an unaffiliated sub-adviser (including an increase in the fee paid by the Adviser to the unaffiliated sub-adviser (and not paid by the Fund)) or to continue the employment of an unaffiliated sub-adviser after an event that would otherwise cause the automatic termination of services with Board approval, but without shareholder approval. Shareholders will be notified of any unaffiliated sub-adviser changes. The Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee a sub-adviser and recommend their hiring, termination and replacement. The exemptive relief applies to sub-advisers that are either wholly-owned by the Adviser or its parent company, as well as to unaffiliated sub-advisers, including those whose affiliation arises solely from their sub-advisory relationship.

Investments by Registered Investment Companies

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

Principal Risks of Investing in the Funds

There can be no assurance that the Funds will achieve their respective investment objectives. The following information is in addition to, and should be read along with, the description of each Fund’s principal investment risks in the section titled “Fund Summary— Principal Investment Risks” above. Following the underlying security risks, the Funds’ remaining principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with those of other funds. Each risk summarized below is considered a “principal risk” of investing in the Funds, regardless of the order in which it appears.

162

UNDERLYING SECURITY RISKS

●

163

●

164

●

165

●

166

●

167

●

168

●

KTOS Regulatory Risk. KTOS is subject to many U.S. Government regulations, including regulations as a contractor and subcontractor to various U.S. Government agencies. KTOS also requires special security clearances to continuing working on certain of its programs and contracts with the U.S. Government. Noncompliance or loss of security clearances could result in negative impacts on KTOS’ operations.

●

LMND Trading Risk. LMND’s share price may experience substantial volatility due to factors such as underwriting results, consumer adoption of digital insurance models, technological disruptions, and broader sentiment toward “insurance-tech” companies. Public perception, media coverage, or unexpected developments in the traditional insurance industry may also cause disproportionate movements in the stock price. In the event of a trading halt, delisting, or significant disruption in the market for LMND shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

169

●

170

●

171

●

NVTS Trading Risk. The trading price of NVTS’s common stock may be volatile due to factors such as financial performance, fluctuations in demand for its technologies, delays in customer adoption, or developments in the broader semiconductor industry. Market sentiment related to emerging power semiconductor companies may also cause disproportionate movements in the stock price relative to operating fundamentals. In the event of a trading halt, delisting, or significant disruption in the market for NVTS shares, the Fund may experience difficulty entering, modifying, or liquidating its exposures. These conditions could impair the Fund’s ability to achieve its investment objective, result in significant tracking error, or, in extreme cases, force the Fund to liquidate entirely.

●

172

●

Insurance Industry Risk. The insurance industry is subject to a broad set of financial, operational, and regulatory risks that can materially affect profitability and business performance. Insurers rely heavily on accurate underwriting, actuarial modeling, and risk selection to remain solvent and competitive; adverse claim trends, catastrophic events, or unexpected loss development can significantly impact earnings. Investment performance is also a key driver of results, and fluctuations in interest rates, credit markets, or equity valuations may affect portfolio returns and capital adequacy. The industry is highly regulated, requiring strict compliance with solvency, reporting, and consumer protection rules; failure to comply may result in fines, license restrictions, or reputational damage. Additionally, pricing pressures, policyholder behavior, and evolving coverage needs, particularly in areas like cyber risk or climate-related exposures, require continuous product innovation and disciplined risk management to maintain market relevance and profitability.

●

173

●

China-Related Risks:

○

Risk Related to Leased Properties. Under PRC law, lease agreements of commodity housing tenancy are required to be registered with the local construction (real estate) departments. As of December 31, 2024, 12 of PONY’s lease agreements for leased properties in China had not been registered with the relevant PRC regulatory authorities exposing PONY to potential fines by the Chinese government.

●

174

●

175

●

176

●

Software Industry Risks. The software industry can be significantly affected by intense competition, aggressive pricing, technological innovations, and product obsolescence. Companies in the software industry are subject to significant competitive pressures, such as aggressive pricing, new market entrants, competition for market share, short product cycles due to an accelerated rate of technological developments and the potential for limited earnings and/or falling profit margins. These companies also face the risks that new services, equipment or technologies will not be accepted by consumers and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies and, as a result, the value of their securities. Also, patent protection is integral to the success of many companies in this industry, and profitability can be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the use of generative artificial intelligence tools, the cost of litigating patent infringement and the loss of patent protection for products (which significantly increases pricing pressures and can materially reduce profitability with respect to such products). In addition, many software companies have limited operating histories. Prices of these companies’ securities historically have been more volatile than other securities, especially over the short term.

●

177

●

178

●

ADDITIONAL RISKS

Compounding and Market Volatility Risk. Each Fund has a daily leveraged investment objective and a Fund’s performance for periods greater than a trading day will be the result of each day’s returns compounded over the period, which is very likely to differ from two times (200%) the Underlying Security’s performance, before a Fund’s management fee and other expenses. Compounding affects all investments but has a more significant impact on funds that aim to replicate leveraged daily returns and that rebalance daily. For each Fund aiming to replicate two times the daily performance of its Underlying Security, if adverse daily performance of the Underlying Security reduces the amount of a shareholder’s investment, any further adverse daily performance will lead to a smaller dollar loss because the shareholder’s investment had already been reduced by the prior adverse performance. Equally, however, if favorable daily performance of the Underlying Security increases the amount of a shareholder’s investment, the dollar amount lost due to future adverse performance will increase because the shareholder’s investment has increased.

179

The effect of compounding becomes more pronounced as an Underlying Security’s volatility and the holding period increase. The impact of compounding will impact each shareholder differently depending on the period of time an investment in a Fund is held and the volatility of the Underlying Security during a shareholder’s holding period of an investment in the Fund.

The chart below provides examples of how an Underlying Security’s volatility could affect the corresponding Fund’s performance. The chart illustrates the impact of two factors that affect a Fund’s performance – its Underlying Security’s volatility and performance. The Underlying Security’s performance shows the percentage change in the share price of the Underlying Security over the specified time period, while the Underlying Security’s volatility is a statistical measure of the magnitude of fluctuations in the returns during that time period. As illustrated below, even if the Underlying Security’s performance over two equal time periods is identical, different Underlying Security volatility (i.e., in magnitude of fluctuations in the value of the Underlying Security) during the two time periods could result in drastically different Fund performance for the two time periods because of compounding daily returns during the time periods.

As shown in the chart below, a Fund would be expected to lose 6.1% if there was no change in the share price of the Underlying Security over a one-year period during which the Underlying Security experienced annualized volatility of 25%. If the Underlying Security’s annualized volatility were to rise to 75%, the hypothetical loss for a one-year period would widen to approximately -43%. At higher ranges of volatility, there is a chance of a significant loss of value in the Fund, even if there were no change in the share price of the Underlying Security. For instance, if the Underlying Security’s annualized volatility is 100%, the Fund would be expected to lose 63.2% of its value, even if the cumulative Underlying Security change in the share price of the Underlying Security for the year was 0%.

Areas shaded red (or dark gray) represent those scenarios where a Fund can be expected to return less than two times (200%) the performance of its Underlying Security and those shaded green (or light gray) represent those scenarios where the Fund can be expected to return more than two times (200%) the performance of its Underlying Security. A Fund’s actual performance may be significantly better or worse than the performance shown below as a result of any of the factors discussed above or in the “Daily Correlation/Tracking Risk” below.

Estimated Returns of 200% or Two Times Performance of the Underlying Security

Underlying Security Performance		One Year Volatility Rate
One Year Underlying Stock	2X Times (200%) the One Year Performance	10%	25%	50%	75%	100%
-60%	-120%	-84.2%	-85.0%	-87.5%	-90.9%	-94.1%
-50%	-100%	-75.2%	-76.5%	-80.5%	-85.8%	-90.8%
-40%	-80%	-64.4%	-66.2%	-72.0%	-79.5%	-86.8%
-30%	-60%	-51.5%	-54.0%	-61.8%	-72.1%	-82.0%
-20%	-40%	-36.6%	-39.9%	-50.2%	-63.5%	-76.5%
-10%	-20%	-19.8%	-23.9%	-36.9%	-53.8%	-70.2%
0%	0%	-1.0%	-6.1%	-22.1%	-43.0%	-63.2%
10%	20%	19.8%	13.7%	-5.8%	-31.1%	-55.5%
20%	40%	42.6%	35.3%	12.1%	-18.0%	-47.0%
30%	60%	67.3%	58.8%	31.6%	-3.7%	-37.8%
40%	80%	94.0%	84.1%	52.6%	11.7%	-27.9%
50%	100%	122.8%	111.4%	75.2%	28.2%	-17.2%
60%	120%	153.5%	140.5%	99.4%	45.9%	-5.8%

Each Underlying Security’s annualized historical volatility rate for the periods noted was as shown in the table below. Also, each Underlying Security’s highest volatility rate for any one calendar year during this period was as shown in the applicable Fund’s summary section above and volatility for a shorter period of time may have been substantially higher. The Underlying Security’s annualized performance during this period was as shown in the applicable Fund’s summary section above. Historical Underlying Security volatility and performance are not indications of what Underlying Security volatility and performance will be in the future.

180

Underlying Security Name/Ticker	5-Year Historical Volatility Rate
	[ ]%
	[ ]%

Counterparty Risk. Each Fund is subject to counterparty risk by virtue of its investments in derivatives which exposes the Fund to the risk that the counterparty will not fulfill its obligation to the Fund. Counterparty risk may arise because of the counterparty’s financial condition (i.e., financial difficulties, bankruptcy, or insolvency), market activities and developments, or other reasons, whether foreseen or not. A counterparty’s inability to fulfill its obligation may result in significant financial loss to a Fund and the Fund may be unable to recover its investment from such counterparty or may obtain a limited and/or delayed recovery.

Counterparties may seek to hedge their exposure to individual clients (such as a Fund) by establishing offsetting exposures with other clients, however, there is no guarantee that counterparties will do so under all circumstances. Should a counterparty (e.g., a swap counterparty) terminate its relationship with a Fund, the Fund will seek to utilize other counterparties to seek to maintain its exposures. In addition, a Fund may use options contracts to seek to generate the leverage necessary to implement its strategy. The use of options contracts introduces distinct risks, including heightened volatility, particularly intraday. While options may provide an ancillary benefit of mitigating some losses under specific scenarios, such as severe market downturns, their inherent leverage and rapid price fluctuations can amplify a Fund’s performance volatility and lead to greater risks of substantial losses. Refer to “Derivatives Risk – Options Contracts” for additional information on the risks of investing in options.

In addition, each Fund may enter into swap agreements with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with a Fund and, as a result, the Fund may not be able to achieve its investment objective.

Daily Correlation/Tracking Risk. There is no guarantee that a Fund will achieve a high degree of leveraged correlation to the Underlying Security and therefore achieve its daily leveraged investment objective. To achieve a high degree of leveraged correlation with the Underlying Security, each Fund seeks to rebalance its portfolio daily to keep exposure consistent with its daily leveraged investment objective. The possibility of a Fund being materially over- or under-exposed to its Underlying Security increases on days when the Underlying Security is volatile near the close of the trading day. Market disruptions, regulatory restrictions and extreme volatility will also adversely affect a Fund’s ability to adjust exposure to the required levels. If there is a significant intra-day market event and/or the Underlying Security experiences a significant increase or decline, a Fund may not meet its investment objective, be able to rebalance its portfolio appropriately, or may experience significant premiums or discounts, or widened bid-ask spreads.

Each Fund may have difficulty achieving its daily leveraged investment objective due to fees, expenses, transaction costs, financing costs related to the use of derivatives, investments in ETFs, directly or indirectly, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or derivatives held by the Fund. Each Fund may be subject to large movements of assets into and out of the Fund, potentially resulting in the Fund being over- or under-exposed to its Underlying Security. Each Fund may take or refrain from taking positions to improve the tax efficiency or to comply with various regulatory restrictions, either of which may negatively impact the Fund’s leveraged correlation to the Underlying Security.

Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, or funds (including ETFs), interest rates or indexes. Each Fund’s investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, leverage, imperfect daily correlations with underlying investments or the Fund’s other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains than directly investing in securities. When a Fund uses derivatives, there may be imperfect correlation between the share price of its Underlying Security and the derivative, which may prevent the Fund from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives may expose the Fund to losses in excess of those amounts initially invested.

Each Fund will be subject to regulatory constraints relating to level of value at risk that the Fund may incur through its derivative portfolio. To the extent a Fund exceeds these regulatory thresholds over an extended period, the Fund may determine that it is necessary to make adjustments to the Fund’s investment strategy, including the desired daily leveraged performance for the Fund.

181

In addition, each Fund’s investments in derivatives are subject to the following risks:

Swap Agreements. The use of swap transactions is a highly specialized activity, which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. Whether a Fund will be successful in using swap agreements to achieve its investment goal depends on the ability of the Adviser to structure such swap agreements in accordance with the Fund’s investment objective and to identify counterparties for those swap agreements. If the Adviser is unable to enter into swap agreements that provide leveraged exposure to the relevant Underlying Security, the corresponding Fund may not meet its stated investment objective. Additionally, any financing, borrowing or other costs associated with using swap transactions may also have the effect of lowering a Fund’s return.

The swap agreements in which each Fund invests are generally traded in the over-the-counter market, which generally has less transparency than exchange-traded derivatives instruments. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference assets or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a basket of securities.

If an Underlying Security has a dramatic move that causes a material decline in the corresponding Fund’s net assets, the terms of a swap agreement between the Fund and its counterparty may permit the counterparty to immediately close out the swap transaction with the Fund. In that event, the Fund may be unable to enter into another swap agreement or invest in other derivatives to achieve exposure consistent with the Fund’s investment objective. This may prevent the Fund from achieving its leveraged investment objective, even if its Underlying Security later reverses all or a portion of its movement.

182

ETF Risks

Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. Each Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as “Authorized Participants” or “APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.

Cash Redemption Risk. Each Fund’s investment strategy may require it to redeem Shares for cash or to otherwise include cash as part of its redemption proceeds. For example, a Fund may not be able to redeem in-kind certain securities held by the Fund (e.g., derivative instruments). In such a case, a 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, a Fund may pay out higher annual capital gain distributions than if the in-kind redemption process was used. By paying out higher annual capital gain distributions, investors may be subjected to increased capital gains taxes. The costs associated with cash redemptions may include brokerage costs that the Fund may not have incurred if it had made the redemptions in-kind. These costs could be imposed on a Fund, decreasing its NAV, to the extent these costs are not offset by a transaction fee payable by an authorized participant.

Trading. Although Shares are listed on a national securities exchange, such as The Nasdaq Stock Market, LLC (the “Exchange”), and may be traded on U.S. exchanges other than the Exchange, there can be no assurance that Shares will trade with any volume, or at all, on any stock exchange. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of a Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares. This adverse effect on liquidity for a Fund’s shares may lead to wider bid-ask spreads and differences between the market price of the Fund’s shares and the underlying value of the shares.

Liquidity Risk. In certain circumstances, such as the disruption of the orderly markets for the financial instruments in which a Fund invests, the Fund might not be able to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Adviser. Markets for the financial instruments in which a Fund invests may be disrupted by a number of events, including but not limited to economic crises, health crises, natural disasters, excessive volatility, new legislation, or regulatory changes inside or outside of the U.S. These situations may have an impact on the liquidity of the Fund’s own shares.”

Fixed Income Securities Risk. When a Fund invests in fixed income securities, the value of your investment in that Fund will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities owned by the Fund. In general, the market price of fixed income securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default), extension risk (an issuer may exercise its right to repay principal on a fixed rate obligation held by the Fund later than expected), and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment by a Fund, possibly causing the Fund’s Share price and total return to be reduced and fluctuate more than other types of investments.

High Portfolio Turnover Risk. Daily rebalancing of each Fund’s holdings pursuant to its daily investment objective causes a much greater number of portfolio transactions when compared to most ETFs. Additionally, active market trading of each Fund’s Shares on exchanges (such as the Exchange), could cause more frequent creation and redemption activities, which could increase the number of portfolio transactions. Frequent and active trading may lead to higher transaction costs because of increased broker commissions resulting from such transactions. In addition, there is the possibility of significantly increased short-term capital gains (which will be taxable to shareholders as ordinary income when distributed to them). Each Fund calculates portfolio turnover without including the short-term cash instruments or derivative transactions that comprise the majority of the Fund’s trading. As such, if a Fund’s extensive use of derivative instruments were reflected, the calculated portfolio turnover rate would be significantly higher.

183

Intra-Day Investment Risk. Each Fund seeks investment results from the close of the market on a given trading day until the close of the market on the subsequent trading day. The exact exposure of an investment in a Fund intraday in the secondary market is a function of the difference between the share price of its Underlying Security at the market close on the first trading day and the share price of the Underlying Security at the time of purchase. If the share price of the Underlying Security rises, the Fund’s net assets will rise by approximately twice the amount as the Fund’s exposure. Conversely, if the share price of the Underlying Security declines, the Fund’s net assets will decline by approximately two times the amount as the Fund’s exposure. Thus, an investor that purchases Shares intra-day may experience performance that is greater than, or less than, the Fund’s stated leveraged performance of the Underlying Security.

If there is a significant intra-day market event and/or the securities of the Underlying Security experience a significant increase or decrease, a Fund may not meet its investment objective or rebalance its portfolio appropriately.

Leverage Risk. Each Fund obtains investment exposure in excess of its net assets by utilizing leverage and may lose more money in market conditions that are adverse to its investment objective than a fund that does not utilize leverage. An investment in a Fund is exposed to the risk that a decline in the daily performance of its Underlying Security will be magnified. This means that an investment in a Fund will be reduced by an amount equal to 2% for every 1% daily decline in the share prices of the Underlying Security, not including the costs of financing leverage and other operating expenses, which would further reduce its value. The Fund could theoretically lose an amount greater than its net assets in the event the share price of the Underlying Security declines more than 50%. Leverage will also have the effect of magnifying any differences in the Fund performance’s correlation with the Underlying Security’s share price.

Liquidity Risk. Some securities held by a Fund may be difficult to sell or be illiquid, particularly during times of market turmoil. Markets for securities or financial instruments could be disrupted by a number of events, including, but not limited to, an economic crisis, natural disasters, epidemics/pandemics, new legislation or regulatory changes inside or outside the United States. Illiquid securities may be difficult to value, especially in changing or volatile markets. If a Fund is forced to sell an illiquid security at an unfavorable time or price, the Fund may be adversely impacted. Certain market conditions or restrictions may prevent a Fund from limiting losses, realizing gains or achieving a high correlation with the Underlying Security. There is no assurance that a security that is deemed liquid when purchased will continue to be liquid. Market illiquidity may cause losses for the Funds.

Money Market Instrument Risk. Each Fund may use a variety of money market instruments for cash management purposes, including money market funds, depositary accounts and repurchase agreements. Repurchase agreements are contracts in which a seller of securities agrees to buy the securities back at a specified time and price. Repurchase agreements may be subject to market and credit risk related to the collateral securing the repurchase agreement. Money market instruments may lose money.

New Fund Risk. Each Fund is a recently organized management investment company with no operating history. As a result, prospective investors do not have any (or only a limited) track record or history on which to base their investment decisions.

Non-Diversification Risk. Because each 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 a Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. This may increase a Fund’s volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the Fund’s performance.

Operational Risk. Each Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. Each Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect a Fund’s ability to meet its investment objective. Although the Funds and the Funds’ investment advisor seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.

Rebalancing Risk. If for any reason a Fund is unable to rebalance all or a portion of its portfolio, or if all or a portion of the portfolio is rebalanced incorrectly, the Fund’s investment exposure may not be consistent with the Fund’s investment objective. In these instances, the Fund may have investment exposure to its Underlying Security that is significantly greater or less than its stated investment objective. As a result, a Fund may be exposed to leverage risk because it had not been properly rebalanced and may not achieve its investment objective.

184

Single Issuer Risk. Issuer-specific attributes may cause an investment in a Fund to be more volatile than a traditional pooled investment which diversifies risk or the market generally. The value of each Fund, which focuses on an individual security, may be more volatile than a traditional pooled investment or the market as a whole and may perform differently from the value of a traditional pooled investment or the market as a whole. Additionally, each Fund will seek to employ its investment strategy as it relates to the underlying issuer regardless of whether there are significant corporate actions such as restructurings, enforcement activity, or acquisitions or periods adverse market, economic, or other conditions and will not seek to take temporary defensive positions during such periods.

Tax Risk. Each Fund intends to elect and to qualify each year to be treated as a a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (“Code”). As a RIC, a Fund will not be subject to U.S. federal income tax on the portion of its net investment income and net capital gain that it distributes to Shareholders, provided that it satisfies certain requirements of the Code. If the Fund does not qualify as a RIC for any taxable year and certain relief provisions are not available, the Fund’s taxable income will be subject to tax at the Fund level and to a further tax at the shareholder level when such income is distributed. To comply with the asset diversification test applicable to a RIC, each Fund will attempt to ensure that the value of swap contracts and options on shares of a single issuer does not exceed 25% of the Fund’s value at the close of any quarter. If the value of swap contracts and options on shares of a single issuer were to exceed 25% of the Fund’s total assets at the end of a tax quarter, the Fund, generally, has a grace period to cure such lack of compliance. If a Fund fails to timely cure, it may no longer be eligible to be treated as a RIC. In order to qualify for the favorable tax treatment generally available to regulated investment companies, a Fund must satisfy certain diversification and other requirements. In particular, each Fund generally may not acquire a security if, as a result of the acquisition, more than 50% of the value of the Fund’s assets would be invested in (a) issuers in which the Fund has, in each case, invested more than 5% of the Fund’s assets and (b) issuers more than 10% of whose outstanding voting securities are owned by the Fund. The application of these requirements to certain investments (including swaps) that may be entered into by the Funds is unclear. The IRS has never definitively stated how assets such as swaps or futures or forward contracts should be valued for purposes of these diversification tests. The better view is that such contracts should be valued for these purposes at the amount for which a Fund could settle them, and not the full value of any reference security. In addition, the application of these requirements to a Fund’s investment objective is not clear, particularly because the Fund’s investment objective focuses on the performance of the stock of a single issuer. If a Fund were to fail to qualify as a regulated investment company, it would be taxed in the same manner as an ordinary corporation, and distributions to its shareholders would not be deductible by the Fund in computing its taxable income.

Tracking Error Risk. Tracking error is the divergence of a Fund’s performance from that of its investment objective which aims to replicate two times the daily percentage change in the price of its Underlying Security. Tracking error may occur for a number of reasons. Tracking error may occur because of transaction costs, a Fund’s holding of cash, differences in accrual of dividends, being under- or overexposed to the Underlying Security or the need to meet new or existing regulatory requirements. Tracking error risk may be heightened during times of market volatility or other unusual market conditions such as market disruptions. Each Fund may be required to deviate from its investment objectives, and therefore experience tracking error, as a result of market restrictions or other legal reasons, including regulatory limits or other restrictions on securities that may be purchased by the Adviser and its affiliates.

Trading Halt Risk. Although each Underlying Security’s shares are listed for trading on an exchange, there can be no assurance that an active trading market for such shares will be available at all times and the Exchange may halt trading of such shares in certain circumstances. A halt in trading in an Underlying Security’s shares is expected, in turn, to result in a halt in the trading in the corresponding Fund’s Shares. Trading in an Underlying Security’s and/or the corresponding Fund’s Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in the Underlying Security’s and/or Fund’s Shares inadvisable. In addition, trading in each Underlying Security’s and/or Fund’s Shares on an exchange is subject to trading halts caused by extraordinary market volatility pursuant to exchange “circuit breaker” rules.” In the event of a trading halt for an extended period of time, the relevant Fund may be unable to execute arrangements with swap counterparties that are necessary to implement the Fund’s investment strategy.

U.S. Government and U.S. Agency Obligations Risk. Each Fund may invest in securities issued by the U.S. government or its agencies or instrumentalities. U.S. Government obligations include securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies or instrumentalities, such as the U.S. Treasury. Payment of principal and interest on U.S. Government obligations may be backed by the full faith and credit of the United States or may be backed solely by the issuing or guaranteeing agency or instrumentality itself. In the latter case, the investor must look principally to the agency or instrumentality issuing or guaranteeing the obligation for ultimate repayment, which agency or instrumentality may be privately owned. There can be no assurance that the U.S. Government would provide financial support to its agencies or instrumentalities (including government-sponsored enterprises) where it is not obligated to do so.

185

PORTFOLIO HOLDINGS

Information about each Fund’s daily portfolio holdings is, or will be, available on the Funds’ website at https://www.defianceetfs.com.

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

MANAGEMENT

Investment Adviser

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

Tidal serves as investment adviser to the Funds and has overall responsibility for the general management and administration of the Funds pursuant to an investment advisory agreement with the Trust, on behalf of each Fund (the “Advisory Agreement”). The Adviser is responsible for the day-to-day management of the Funds’ portfolios, including determining the securities purchased and sold by each Fund and trading portfolio securities for each Fund, subject to the supervision of the Board. The Adviser also arranges for sub-advisory, transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. For the services provided to the Funds, each Fund pays the Adviser a unitary management fee of [ ]%, which is calculated daily and paid monthly, at an annual rate based on such Fund’s average daily net assets.

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

A discussion regarding the basis for the Board’s approval of each Fund’s Investment Advisory Agreement will be available in the Funds’ [Annual/Semi-Annual] Certified Shareholder report to shareholders on Form N-CSR for the period ended [ ].

Portfolio Managers

The following individuals (each, a “Portfolio Manager”) has served as portfolio manager of each Fund since inception in 2025. Each of Ms. Duan and Mr. Mullen is jointly and primarily responsible for the day-to-day management of each Fund.

Qiao Duan, CFA, Portfolio Manager for the Adviser

Qiao Duan serves as Portfolio Manager at the Adviser, having joined the firm in October 2020. From February 2017 to October 2020, she was an execution Portfolio Manager at Exponential ETFs, where she managed research and analysis relating to all Exponential ETF strategies. Ms. Duan previously served as a portfolio manager for the Exponential ETFs from their inception in May 2019 until October 2020. Ms. Duan received a Master of Science in Quantitative Finance and Risk Management from the University of Michigan in 2016 and a Bachelor of Science in Mathematics and Applied Mathematics from Xiamen University in 2014. She holds the CFA designation.

Christopher P. Mullen, Portfolio Manager for the Adviser

Christopher P. Mullen serves as Portfolio Manager at the Adviser, having joined the firm in January 2024. From September 2019 to December 2023, he was a Portfolio Manager at Vest Financial LLC, where he managed exchange-traded funds, mutual funds and retirement fund portfolios. Mr. Mullen previously served as a Senior Portfolio Analyst at ProShares Advisors LLC from September 2016 until September 2019. Prior to that, Mr. Mullen served as associate portfolio manager at USCF Investments LLC from February 2013 to September 2016. Mr. Mullen received a Master of Business Administration from the University of Maryland. He also holds a dual bachelor’s degree in global politics and history from Marquette University.

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

186

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

Fund Sponsor

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

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

Further, if the amount of the unitary management fee for a Fund is less than the Fund’s operating expenses and the Adviser-retained amount, Defiance is obligated to reimburse the Adviser for a portion of the shortfall.

HOW TO BUY AND SELL SHARES

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

In order to purchase Creation Units of a Fund, an AP must generally deposit a designated portfolio of equity securities (the “Deposit Securities”) and/or a designated amount of U.S. cash. Purchases and redemptions of Creation Units primarily with cash, rather than through in-kind delivery of portfolio securities, may cause the Funds to incur certain costs. These costs could include brokerage costs or taxable gains or losses that it might not have incurred if it had made redemption in-kind. These costs could be imposed on a Fund, and thus decrease the Fund’s NAV, to the extent that the costs are not offset by a transaction fee payable by an AP.

Most investors buy and sell Shares in secondary market transactions through brokers. Individual Shares are listed for trading on the secondary market on the Exchange and can be bought and sold throughout the trading day like other publicly traded securities.

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

Book Entry

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

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

187

Frequent Purchases and Redemptions of Shares

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

Determination of Net Asset Value

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

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

Additionally, each Fund values swap agreements based on the nature of the underlying reference asset or index. The Funds may use the closing price of the underlying reference asset, as provided by independent pricing services, or evaluated prices generated by pricing vendors’ models. The Funds value exchange-traded options at the composite mean price, calculated as the average of the highest bid and lowest ask prices across the exchanges on which the option is principally traded.

Fair Value Pricing

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

Delivery of Shareholder Documents – Householding

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

188

DIVIDENDS, DISTRIBUTIONS, AND TAXES

Dividends and Distributions

The Funds intend to pay out dividends and interest income, if any, annually, and distribute any net realized capital gains to its shareholders at least annually.

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

Taxes

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

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

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

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

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

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

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

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

189

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

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

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

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

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

Taxes When Shares are Sold on the Exchange

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

Taxes on Purchases and Redemptions of Creation Units

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

Any capital gain or loss realized upon redemption of Creation Units is generally treated as long-term capital gain or loss if Shares comprising the Creation Units have been held for more than one year and as a short-term capital gain or loss if such Shares have been held for one year or less.

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

190

Important Tax Considerations When Purchasing Fund Shares

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

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

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

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

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

DISTRIBUTION

Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group (dba ACA Group) (the “Distributor”), the Funds’ distributor, is a broker-dealer registered with the SEC. The Distributor distributes Creation Units for the Fund on an agency basis and does not maintain a secondary market in Shares. The Distributor has no role in determining the policies of the Funds or the securities that are purchased or sold by the Funds. The Distributor’s principal address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

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

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

PREMIUM/DISCOUNT INFORMATION

Information regarding how often Shares of the Funds traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the NAV of such Fund can be found on the Funds’ website at https://www.defianceetfs.com.

When available, information regarding the number of days in the prior six months that a Fund failed to provide the sought after leveraged returns (subject to a de minimis threshold) as well as the highest positive and negative variances during the period can be found on the Funds’ website at www.defianceetfs.com.

ADDITIONAL NOTICES

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

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

191

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

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

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

FINANCIAL HIGHLIGHTS

This section would ordinarily include Financial Highlights. The Financial Highlights table is intended to help you understand the performance of the Funds for their periods of operations. Because the Funds have not yet completed their initial fiscal period as of the date of this Prospectus, no Financial Highlights are shown.

192

Defiance ETFs

Adviser	Tidal Investments LLC 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204	Administrator	Tidal ETF Services LLC 234 West Florida Street, Suite 203 Milwaukee, Wisconsin 53204
Distributor	Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101	Sub-Administrator, Fund Accountant, and Transfer Agent	U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services 615 East Michigan Street Milwaukee, Wisconsin 53202
Legal Counsel	Sullivan & Worcester LLP 1251 Avenue of the Americas 19^th Floor New York, New York 10020	Custodian	U.S. Bank National Association 1555 North Rivercenter Dr. Milwaukee, Wisconsin 53212
Independent Registered Public Accounting Firm	[ ]

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

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

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

You can obtain free copies of these documents request other information or make general inquiries about the Funds by contacting the Funds at the Defiance ETFs, c/o U.S. Bank Global Fund Services PO Box 219252 Kansas City, MO 64121-9252.

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

●

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

●

Free of charge from the Funds’ Internet website at https://www.defianceetfs.com; or

●

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

(SEC Investment Company Act File No. 811-23793)

193

Annual Fund Operating Expenses⁽¹⁾(expenses that you pay each year as a percentage of the value of your investment)

Management Fee

Distribution and Service (12b-1) Fees

Other Expenses⁽²⁾

Total Annual Fund Operating Expenses⁽³⁾