0001924868 2026-06-18 2026-06-18 0001924868 rank:S000105214Member 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:EquityMarketRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:SectorAndIndustryRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:InformationTechnologySectorRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:ForeignSecuritiesRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:AdrsRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:EtfRisksMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:CostsOfBuyingOrSellingSharesMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:SharesMayTradeatPricesOtherThanNAVMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:TradingMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:EconomicAndMarketRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:MarketCapitalizationRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:LargecapitalizationInvestingMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:NewFundRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member oef:RiskNondiversifiedStatusMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:OperationalRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:MomentumRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:PassiveInvestmentRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:ThirdPartyDataRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:TrackingErrorRiskMember 2026-06-18 2026-06-18 0001924868 rank:S000105214Member rank:UnderlyingIndexRiskMember 2026-06-18 2026-06-18 0001924868 rank:C000275954Member 2026-06-18 2026-06-18 0001924868 rank:S000105214Member oef:RiskLoseMoneyMember 2026-06-18 2026-06-18 iso4217:USD pure false 485BPOS 0001924868 2026-06-18 N-1A TIDAL TRUST II 2026-06-18 Defiance KSM TipRanks Analyst ETF - FUND SUMMARY Investment Objective The Defiance KSM TipRanks Analyst ETF (the “Fund”) seeks to track the performance, before fees and expenses, of the TipRanks US Momentum Analysts Index (the “Index”). Fees and Expenses of the Fund This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and Example below. <div id="xdx_A8A_eoef--AnnualFundOperatingExpensesTableTextBlock_zEJZNmettpyi"></div> <table cellpadding="0" cellspacing="0" id="xdx_A50_dU_zVqqQWdj2bEa" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Annual Fund Operating Expenses"> <tr style="vertical-align: bottom"> <td id="xdx_983_eoef--OperatingExpensesCaption_c20260618__20260618__dei--LegalEntityAxis__custom--S000105214Member_z8JrKRpHYeX8" style="border-top: black 1pt solid; width: 87%">Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment)</td> <td id="xdx_49C_20260618__20260618__oef--ClassAxis__custom--C000275954Member_zLaE6nBkrFyh" style="border-top: black 1pt solid; width: 13%">(1) </td></tr> <tr id="xdx_40C_eoef--ManagementFeesOverAssets_dp_zYHQUvHwllfa" style="vertical-align: bottom"> <td>Management Fee</td> <td style="text-align: center">0.58%</td></tr> <tr id="xdx_40B_eoef--DistributionAndService12b1FeesOverAssets_dp_znl2wXDdtAxb" style="vertical-align: bottom"> <td>Distribution and/or Service (12b-1) Fees</td> <td style="text-align: center">0.00%</td></tr> <tr id="xdx_40B_eoef--OtherExpensesOverAssets_dp_zqHcrHtCe0Ga" style="vertical-align: bottom"> <td>Other Expenses(2)</td> <td style="border-bottom: black 1pt solid; text-align: center">0.02%</td></tr> <tr id="xdx_408_eoef--ExpensesOverAssets_dp_zPF5GVHKLLEf" style="vertical-align: bottom"> <td>Total Annual Fund Operating Expenses</td> <td style="border-bottom: black 1pt solid; text-align: center">0.60%</td></tr> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid"> </td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 5%">(1) </td> <td style="width: 95%; text-align: justify">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 of the Fund’s expenses, except for the following: advisory and sub-advisory fees, 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 Act (the “1940 Act”), litigation expenses, and other non-routine or extraordinary expenses.</td></tr> <tr style="vertical-align: top"> <td> </td> <td style="text-align: justify"> </td></tr> <tr style="vertical-align: top"> <td>(2) </td> <td style="text-align: justify">Based on estimated amounts for the current fiscal year.</td></tr> </table> Annual Fund Operating Expenses(1) (expenses that you pay each year as a percentage of the value of your investment) 0.0058 0.0000 0.0002 0.0060 Based on estimated amounts for the current fiscal year. Expense Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then hold or redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of Shares. Although your actual costs may be higher or lower, based on these assumptions your costs would be: <div id="xdx_A8C_eoef--ExpenseExampleWithRedemptionTableTextBlock_zZMli2Hacluh"></div> <table cellpadding="0" cellspacing="0" id="xdx_A5D_dU_zjRKGIr44oHg" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse" summary="xdx: Disclosure - Expense Example"> <tr style="vertical-align: bottom"> <td id="xdx_48E_eoef--ExpenseExampleYear01_zpkCLzblATJf" style="border-top: black 1pt solid; width: 52%; text-align: center">1 Year</td> <td id="xdx_485_eoef--ExpenseExampleYear03_zzBEylstC7xh" style="border-top: black 1pt solid; width: 48%; text-align: center">3 Years</td></tr> <tr id="xdx_41B_20260618__20260618__oef--ClassAxis__custom--C000275954Member_zfmI2se013D5" style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; text-align: center">$61</td> <td style="border-bottom: black 1pt solid; text-align: center">$192</td></tr> </table> 61 192 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 exchange-traded fund (“ETF”) that uses a passive management (or indexing) approach to track the performance, before fees and expenses, of the Index. The Index tracks, subject to the Index rules described below, the performance of 50 U.S. exchange-listed companies evidencing high positive price momentum. Price momentum refers to the financial concept that an asset’s recent price performance (up or down) is likely to continue. The Index is calculated, administered and disseminated by VettaFi LLC (a TMX Group company) or its affiliates (the “Index Provider”), which retains sole ownership of the Index. The Index is constructed utilizing proprietary data provided by TipRanks Ltd. The Index <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">I.</td> <td style="text-align: justify">Eligible Universe</td></tr> </table> The Index’s eligible universe includes U.S. exchange-listed companies, including American Depositary Receipts (“ADRs”) of foreign companies (“U.S. Listed Companies”). <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">II.</td> <td style="text-align: justify">Constituent Selection</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">The Index’s initial universe is the 500 largest U.S. Listed Companies based on market capitalization.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td> The Index Provider then ranks these 500 U.S. Listed Companies based on the current number of analyst buy recommendations each U.S. Listed Company has received (“Analyst Recommendations Score”). From this ranking, the portfolio is further reduced to the top 100 U.S. Listed Companies.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 120px"> </td> <td style="width: 24px">○</td> <td style="text-align: justify">Analyst Recommendations Score is based on data available from TipRanks Ltd., a financial technology company providing stock research tools, including data from a financial accountability research engine designed to capture all financial analyst ratings of U.S. Listed Companies and which tracks thousands of analyst recommendations available from websites, blogsites, press releases, SEC filings and other public sources.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 120px"> </td> <td style="width: 24px">○</td> <td style="text-align: justify">Analyst Recommendations Score is calculated as the ratio of ‘buy’ recommendations, from all analysts included in the TipRanks databases, who cover the security, relative to all recommendations for that security. Ranked securities also require significant analyst coverage, and minimal sell recommendations.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 120px"> </td> <td style="width: 24px">○</td> <td style="text-align: justify">The top 100 U.S. Listed Companies, from the initially selected securities, are then filtered based on their positive momentum (as described below).</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">Each of these 100 U.S. Listed Companies is then assigned a momentum score (“Stock Momentum Ranking”) based on the following criteria:</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 120px"> </td> <td style="width: 24px">○</td> <td style="text-align: justify">Current share price relative to prior 8 months average share price; and</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 120px"> </td> <td style="width: 24px">○</td> <td style="text-align: justify">50 day average share price relative to 200 day average share price.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">Based on this Stock Momentum Ranking, the top 50 U.S. Listed Companies comprise the Index. Certain U.S. Listed Companies may issue multiple classes of equity, which can result in the Index holding more than 50 constituents.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">III.</td> <td style="text-align: justify">Weighting</td></tr> </table> Constituents are market cap-weighted with the following constraints: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">The number of U.S. Listed Companies from the same sector is capped at 20.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">Each U.S. Listed Company’s weight is capped at 6%.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">There is a sector weight cap of 40%.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">Each U.S. Listed Company’s weighting factor will be increased or reduced by up to 25% as a result of the combined score of the Analyst Recommendations Score and the Stock Momentum Ranking. U.S. Listed Companies with the highest scores will receive increased weighting, while those with the lowest scores will receive reduced weighting</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: top"> <td style="width: 72px"> </td> <td style="width: 24px">●</td> <td style="text-align: justify">Excess weights are redistributed proportionally among the rest of the uncapped securities. This redistribution is repeated iteratively until all the capping conditions are met.</td></tr> </table> To the extent the Index is concentrated in a particular sector or industry, the Fund is expected to be concentrated in that same sector or industry. As of December 31, 2025, issuers in the information technology sector represented a significant portion of the Index. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px"> </td> <td style="width: 24px">IV.</td> <td style="text-align: justify">Rebalancing</td></tr> </table> Components of the Index are reconstituted and rebalanced on a quarterly basis. The Fund’s Investment Strategy The Fund will generally use a “replication” strategy to achieve its investment objective, meaning it generally will invest directly or indirectly in all of the Index components. However, the Fund may use a “representative sampling” strategy, meaning it may invest directly or indirectly in a sample of the securities in the Index whose risk, return and other characteristics closely resemble the risk, return and other characteristics of the Index as a whole, when the Adviser believes it is in the best interests of the Fund (e.g., when replicating the Index involves practical difficulties or substantial costs, an Index constituent becomes temporarily illiquid, unavailable, or less liquid, or as a result of legal restrictions or limitations that apply to the Fund but not to the Index). The Fund is classified as “non-diversified” under the 1940 Act. As of December 31, 2025, the Index contained 51 constituents. As with any investment, there is a risk that you could lose all or a portion of your investment in the Fund. Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests. Sector and Industry Risk. To the extent the Fund invests more heavily in particular sectors or industries of the economy, its performance will be especially sensitive to developments that significantly affect those sectors and industries. The Fund may invest a significant portion of its assets in the following sectors and industries and, therefore, the performance of the Fund could be negatively impacted by events affecting each of these sectors and industries. <div id="xdx_A83_eoef--RiskTextBlock_hoef--RiskAxis__custom--InformationTechnologySectorRiskMember_z0aVvlBhCqu8"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 2%"> </td> <td style="width: 2%">○</td> <td style="width: 96%; text-align: justify">Information Technology Sector Risk. The information technology sector includes companies engaged in internet software and services, technology hardware and storage peripherals, electronic equipment instruments and components, and semiconductors and semiconductor equipment, among other things. Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. Information technology companies may have limited product lines, markets, financial resources or personnel. The products of information technology companies may face rapid product obsolescence due to technological developments and frequent new product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. Failure to introduce new products, develop and maintain a loyal customer base, or achieve general market acceptance for their products could have a material adverse effect on a company’s business. Companies in the information technology sector are heavily dependent on intellectual property and the loss of patent, copyright and trademark protections may adversely affect the profitability of these companies. The information technology sector has recently experienced significant disruptions caused by artificial intelligence (“AI”) related events, including layoffs and workforce re-alignments related to AI advancements and AI-related spending and escalating AI-enabled cyberattacks and data breaches. These events have led to significant market volatility and stock declines for certain software, cybersecurity, and other companies within this sector.</td></tr> </table> Foreign Securities Risk. Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies. Financial markets in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political and economic developments in foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices. ADRs Risk. ADRs involve risks similar to those associated with investments in foreign securities and give rise to certain additional risks. ADRs listed on U.S. exchanges are issued by banks or trust companies, and entitle the holder to all dividends and capital gains that are paid out on the underlying foreign shares (Underlying Shares). When the Fund invests in ADRs as a substitute for an investment directly in the Underlying Shares, the Fund is exposed to the risk that the ADRs may not provide a return that corresponds precisely with that of the Underlying Shares. Investment in ADRs may be less liquid than the Underlying Shares in their primary trading market. ETF Risks <div id="xdx_A8A_eoef--RiskTextBlock_hoef--RiskAxis__custom--AuthorizedParticipantsMarketMakersAndLiquidityProvidersConcentrationRiskMember_zuPIwjCd733d"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 5%">○</td> <td style="width: 95%; text-align: justify">Authorized Participants, Market Makers, and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that are authorized to purchase and redeem Shares directly from the Fund (known as Authorized Participants or APs). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services; or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions.</td></tr> </table> <div id="xdx_A87_eoef--RiskTextBlock_hoef--RiskAxis__custom--CostsOfBuyingOrSellingSharesMember_zHDz7A5Xvf68"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 5%">○</td> <td style="width: 95%; text-align: justify">Costs of Buying or Selling Shares. Investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers, as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the bid-ask spread. The bid-ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Further, a relatively small investor base in the Fund, asset swings in the Fund and/or increased market volatility may cause increased bid-ask spreads. Due to the costs of buying or selling Shares, including bid-ask spreads, frequent trading of Shares may significantly reduce investment results and an investment in Shares may not be advisable for investors who anticipate regularly making small investments.</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 5%">○</td> <td style="text-align: justify; width: 95%">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.</td></tr> </table> <div id="xdx_A85_eoef--RiskTextBlock_hoef--RiskAxis__custom--TradingMember_zSEhSUi6CrB6"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 5%">○</td> <td style="width: 95%; text-align: justify">Trading. Although Shares are listed for trading on a national securities exchange, such as NYSE Arca, Inc. (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.</td></tr> </table> Economic and Market Risk. The Fund’s investments are subject to changes in general economic conditions, general market fluctuations and the risks inherent in investment in securities and other financial instruments. Investment markets can be volatile and prices of investments can change substantially due to various factors including, but not limited to, economic growth or recession, changes in interest rates, inflation, changes in the actual or perceived creditworthiness of issuers, and general market liquidity. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund’s portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, financial system instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. Market Capitalization Risk <div id="xdx_A8D_eoef--RiskTextBlock_hoef--RiskAxis__custom--LargecapitalizationInvestingMember_zxclSpxjhKOk"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 24px">○</td> <td style="text-align: justify">Large-Capitalization Investing. The securities of large-capitalization companies may be relatively mature compared to smaller companies and therefore subject to slower growth during times of economic expansion. Large-capitalization companies may also be unable to respond quickly to new competitive challenges, such as changes in technology and consumer tastes.</td></tr> </table> 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. Operational Risk. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the Fund and the Adviser seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks. Momentum Risk. A momentum style of investing may emphasize investing in securities that have had better recent performance compared to other securities. Securities exhibiting marked recent outperformance may be more volatile than securities across the broader market, and momentum may be an indicator that a security’s price is peaking. Momentum can turn quickly and cause significant variation from other types of investments. To the extent it has exposure to momentum strategies, the Fund may experience significant losses if momentum stops, reverses or otherwise behaves differently than predicted. Passive Investment Risk. The Fund is not actively managed and does not attempt to outperform the Index or take defensive positions in declining markets. As a result, the Fund’s performance may be adversely affected by a general decline in the market segments relating to the Index. Third Party Data Risk. The composition of the Index, and consequently the Fund’s portfolio, is heavily dependent on information and data calculated and published by an independent third party calculation agent (“Third Party Data”). When Third Party Data proves to be incorrect or incomplete, any decisions made in reliance thereon may lead to the inclusion or exclusion of securities from the Index that would have been excluded or included had the Third Party Data been correct and complete. If the composition of the Index reflects such errors, the Fund’s portfolio can also be expected to reflect the errors. Tracking Error Risk. As with all index funds, the performance of the Fund and the Index may differ from each other for a variety of reasons. For example, the Fund incurs operating expenses and portfolio transaction costs not incurred by the Index. In addition, the Fund may not be fully invested in Index components at all times or may hold securities not included in the Index. Underlying Index Risk. Neither the Fund’s investment adviser nor the Index Provider is able to guarantee the continuous availability or timeliness of the production of the Index. The calculation and dissemination of the Index values may be delayed if the information technology or other facilities of the Index Provider, data providers and/or relevant stock exchange malfunction for any reason. A significant delay may cause trading in shares of the Fund to be suspended. Errors in Index data, computation and/or the construction in accordance with its methodology may occur from time to time and may not be identified and corrected by the Index Provider or other applicable party for a period of time or at all, which may have an adverse impact on the Fund and its shareholders. Performance Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. Updated performance information will be available on the Fund’s website at www.defianceetfs.com. Performance information for the Fund is not included because the Fund has not completed a full calendar year of operations as of the date of this Prospectus. When such information is included, this section will provide some indication of the risks of investing in the Fund by showing changes in the Fund’s performance history from year to year and showing how the Fund’s average annual total returns compare with those of a broad measure of market performance. Although past performance of the Fund is no guarantee of how it will perform in the future, historical performance may give you some indication of the risks of investing in the Fund. www.defianceetfs.com The Fund’s investment adviser, Tidal Investments LLC (the “Adviser”), a Tidal Financial Group company, will pay, or require a sub-adviser to pay, all of the Fund’s expenses, except for the following: advisory and sub-advisory fees, 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 Act (the “1940 Act”), litigation expenses, and other non-routine or extraordinary expenses. Based on estimated amounts for the current fiscal year.