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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-24156
Capital-Force ETF Trust
(Exact name of registrant as specified in charter)
27441 Tourney Rd., Suite 260
Valencia, CA 91355
(Address of principal
executive offices) (Zip code)
Chapman and Cutler LLP
320 South Canal Street
Chicago, Illinois 60606
(Name and address of agent for service)
(661) 347-0202
Registrant’s telephone number, including area
code
Date of fiscal year end: October
31
Date of reporting period: April
30, 2026
Item 1. Reports to Stockholders.
|
|
|
|
|
CapForce IBD® 50 ETF
|
|
|
FFTY (Principal U.S. Listing Exchange: NYSE )
|
|
Semi-Annual Shareholder Report | April 30, 2026
|
This semi-annual shareholder report contains important information about the CapForce IBD® 50 ETF for the period of November 1, 2025, to April 30, 2026. You can find additional information about the Fund at https://www.capforceetf.com/ffty. You can also request this information by contacting us at 1-800-324-3998.
|
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
CapForce IBD® 50 ETF
|
$39
|
%
|
KEY FUND STATISTICS (as of April 30, 2026)
|
|
|
Net Assets
|
$87,689,173
|
|
Number of Holdings
|
53
|
|
Portfolio Turnover
|
493%
|
|
|
|
Top Sectors
|
(%)
|
|
Technology
|
47.0%
|
|
Industrials
|
27.3%
|
|
Healthcare
|
13.0%
|
|
Consumer Cyclical
|
4.9%
|
|
Energy
|
3.2%
|
|
Basic Materials
|
2.7%
|
|
Financial Services
|
1.9%
|
|
Cash & Other
|
%*
|
|
|
|
Top 10 Issuers
|
(%)
|
|
AnaptysBio, Inc.
|
4.2%
|
|
Vertiv Holdings Co.
|
3.7%
|
|
Comfort Systems USA, Inc.
|
3.6%
|
|
Micron Technology, Inc.
|
3.6%
|
|
Sterling Infrastructure, Inc.
|
3.6%
|
|
Applied Digital Corp.
|
3.6%
|
|
Travere Therapeutics, Inc.
|
3.6%
|
|
Celestica, Inc.
|
3.5%
|
|
Fabrinet
|
3.4%
|
|
Indivior Pharmaceuticals, Inc.
|
3.2%
|
The report reflects the semi-annual period while the fund was under both the Innovator ETF Trust and the Capital-Force ETF Trust. The fund completed a successful proxy to Capital-Force ETF Trust on April 24, 2026, and officially began trading on April 27th.
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://www.capforceetf.com/ffty.
| CapForce IBD® 50 ETF
|
PAGE 1
|
TSR-SAR-14016P206 |
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your M2 Capital Advisors documents not be householded, please contact M2 Capital Advisors at 1-800-324-3998, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by M2 Capital Advisors or your financial intermediary.
| CapForce IBD® 50 ETF
|
PAGE 2
|
TSR-SAR-14016P206 |
|
|
|
|
|
CapForce IBD Breakout Opportunities ETF
|
|
|
BOUT (Principal U.S. Listing Exchange: NYSE )
|
|
Semi-Annual Shareholder Report | April 30, 2026
|
This semi-annual shareholder report contains important information about the CapForce IBD Breakout Opportunities ETF for the period of November 1, 2025, to April 30, 2026. You can find additional information about the Fund at https://www.capforceetf.com/bout. You can also request this information by contacting us at 1-800-324-3998.
|
|
|
|
Fund Name
|
Costs of a $10,000 investment
|
Costs paid as a percentage of a $10,000 investment*
|
|
CapForce IBD® Breakout Opportunities ETF
|
$44
|
%
|
KEY FUND STATISTICS (as of April 30, 2026)
|
|
|
Net Assets
|
$15,883,299
|
|
Number of Holdings
|
82
|
|
Portfolio Turnover
|
771%
|
WHAT DID THE FUND INVEST IN? (as of April 30, 2026)
|
|
|
Top Sectors
|
(%)
|
|
Industrials
|
19.5%
|
|
Technology
|
18.8%
|
|
Financial Services
|
14.9%
|
|
Consumer Cyclical
|
12.7%
|
|
Energy
|
10.2%
|
|
Healthcare
|
8.2%
|
|
Basic Materials
|
7.1%
|
|
Real Estate
|
2.9%
|
|
Utilities
|
2.1%
|
|
Communication Services
|
1.4%
|
|
Consumer Defensive
|
1.2%
|
|
Cash & Other
|
1.0%
|
|
|
|
Top 10 Issuers
|
(%)
|
|
Rush Street Interactive, Inc.
|
2.5%
|
|
Sandisk Corp./DE
|
2.4%
|
|
Axogen, Inc.
|
2.3%
|
|
Iron Mountain, Inc.
|
2.3%
|
|
MapLight Therapeutics, Inc.
|
2.3%
|
|
HMH Holding, Inc.
|
2.2%
|
|
Janus Living, Inc.
|
2.2%
|
|
Golar LNG Ltd.
|
2.2%
|
|
Solv Energy, Inc.
|
2.2%
|
|
Popular, Inc.
|
2.2%
|
The report reflects the semi-annual period while the fund was under both the Innovator ETF Trust and the Capital-Force ETF Trust. The fund completed a successful proxy to Capital-Force ETF Trust on April 24, 2026, and officially began trading on April 27th.
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://www.capforceetf.com/bout.
| CapForce IBD Breakout Opportunities ETF
|
PAGE 1
|
TSR-SAR-14016P107 |
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your M2 Capital Advisors documents not be householded, please contact M2 Capital Advisors at 1-800-324-3998, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by M2 Capital Advisors or your financial intermediary.
| CapForce IBD Breakout Opportunities ETF
|
PAGE 2
|
TSR-SAR-14016P107 |
Item 2. Code of Ethics.
“Not applicable for semi-annual reports.”
Item 3. Audit Committee Financial
Expert.
“Not applicable for semi-annual reports.”
Item 4.
Principal Accountant Fees and Services.
“Not applicable for semi-annual reports.”
Item 5.
Audit Committee of Listed Registrants.
“Not applicable for semi-annual reports.”
Item 6.
Investments.
|
(a) |
“Schedule of Investments is included within the financial statements filed under Item 7 of this Form.” |
Item 7.
Financial Statements and Financial Highlights for Open-End Management Investment Companies.
Capital-Force
ETF Funds
CapForce
IBD® 50 ETF
CapForce
IBD® Breakout Opportunities ETF
Semi-Annual
Financial Statements and Other Information
April 30,
2026 (Unaudited)
TABLE OF CONTENTS
CAPFORCE
IBD® 50 ETF
SCHEDULE
OF INVESTMENTS
April
30, 2026 (Unaudited)
|
|
|
|
|
|
|
|
|
COMMON
STOCKS - 100.0%
|
|
|
|
|
|
|
|
Aerospace/Defense
- 2.7%
|
|
|
|
|
|
|
|
Rocket
Lab Corp.(a) |
|
|
28,445 |
|
|
$2,346,997
|
|
Biotechnology
- 9.7%
|
|
|
|
|
|
|
|
AnaptysBio,
Inc.(a) |
|
|
55,799 |
|
|
3,667,668
|
|
Axsome
Therapeutics, Inc.(a) |
|
|
2,290 |
|
|
475,747
|
|
Bridgebio
Pharma, Inc.(a) |
|
|
11,469 |
|
|
815,561
|
|
Liquidia
Corp.(a) |
|
|
11,519 |
|
|
451,660
|
|
Travere
Therapeutics, Inc.(a) |
|
|
74,534 |
|
|
3,139,372
|
|
|
|
|
|
|
|
8,550,008
|
|
Building
Materials - 2.9%
|
|
|
|
|
|
|
|
Modine
Manufacturing Co.(a) |
|
|
10,118 |
|
|
2,576,346
|
|
Chemicals
- 0.5%
|
|
|
|
|
|
|
|
CF
Industries Holdings, Inc. |
|
|
3,486 |
|
|
432,961
|
|
Commercial
Services - 0.5%
|
|
|
|
|
|
|
|
API
Group Corp.(a) |
|
|
8,800 |
|
|
402,336
|
|
Computers
- 2.0%
|
|
|
|
|
|
|
|
Lumentum
Holdings, Inc.(a) |
|
|
1,955 |
|
|
1,764,036
|
|
Diversified
Financial Services - 3.8%
|
|
|
|
|
|
|
|
Dave,
Inc.(a) |
|
|
9,084 |
|
|
2,470,757
|
|
Marex
Group PLC |
|
|
8,526 |
|
|
454,862
|
|
WisdomTree,
Inc. |
|
|
24,834 |
|
|
422,178
|
|
|
|
|
|
|
|
3,347,797
|
|
Electrical
Components & Equipment - 1.1%
|
|
|
|
|
American
Superconductor Corp.(a) |
|
|
17,731 |
|
|
949,318
|
|
Electronics
- 9.0%
|
|
|
|
|
|
|
|
Amphenol
Corp. - Class A |
|
|
2,882 |
|
|
424,432
|
|
Celestica,
Inc.(a) |
|
|
7,438 |
|
|
3,046,530
|
|
ESCO
Technologies, Inc. |
|
|
8,236 |
|
|
2,668,052
|
|
nVent
Electric PLC |
|
|
12,185 |
|
|
1,741,237
|
|
|
|
|
|
|
|
7,880,251
|
|
Engineering
& Construction - 11.7%
|
|
|
|
|
|
|
|
Argan,
Inc. |
|
|
2,620 |
|
|
1,755,348
|
|
Cardinal
Infrastructure Group, Inc. - Class A(a) |
|
|
8,502 |
|
|
450,861
|
|
Comfort
Systems USA, Inc. |
|
|
1,733 |
|
|
3,189,153
|
|
Dycom
Industries, Inc.(a) |
|
|
4,184 |
|
|
1,732,594
|
|
Sterling
Infrastructure, Inc.(a) |
|
|
6,125 |
|
|
3,158,173
|
|
|
|
|
|
|
|
10,286,129
|
|
Investment
Companies - 1.8%
|
|
|
|
|
|
|
|
Cipher
Digital, Inc.(a) |
|
|
43,916 |
|
|
779,070
|
|
Hut
8 Corp.(a) |
|
|
10,574 |
|
|
801,298
|
|
|
|
|
|
|
|
1,580,368
|
|
Machinery-Construction
& Mining - 3.7%
|
|
|
|
|
Vertiv
Holdings Co. - Class A |
|
|
9,792 |
|
|
3,216,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining
- 4.8%
|
|
|
|
|
|
|
|
Aura
Minerals, Inc. |
|
|
26,156 |
|
|
$2,217,244
|
|
Kinross
Gold Corp. |
|
|
52,393 |
|
|
1,584,364
|
|
Southern
Copper Corp. |
|
|
0(b) |
|
|
67
|
|
Wheaton
Precious Metals Corp. |
|
|
2,949 |
|
|
372,931
|
|
|
|
|
|
|
|
4,174,606
|
|
Miscellaneous
Manufacturing - 3.4%
|
|
|
|
|
|
|
|
Fabrinet(a) |
|
|
4,330 |
|
|
2,959,425
|
|
Oil
& Gas - 1.1%
|
|
|
|
|
|
|
|
Vista
Energy SAB de CV - ADR(a) |
|
|
12,427 |
|
|
923,575
|
|
Oil
& Gas Services - 2.2%
|
|
|
|
|
|
|
|
Solaris
Energy Infrastructure, Inc. |
|
|
25,804 |
|
|
1,905,367
|
|
Pharmaceuticals
- 3.2%
|
|
|
|
|
|
|
|
Indivior
Pharmaceuticals, Inc.(a) |
|
|
76,706 |
|
|
2,821,247
|
|
Retail
- 1.9%
|
|
|
|
|
|
|
|
Five
Below, Inc.(a) |
|
|
7,108 |
|
|
1,675,071
|
|
Semiconductors
- 20.3%
|
|
|
|
|
|
|
|
Advanced
Micro Devices, Inc.(a) |
|
|
2,813 |
|
|
997,180
|
|
ARM
Holdings PLC - ADR(a) |
|
|
2,172 |
|
|
456,815
|
|
ASML
Holding NV |
|
|
591 |
|
|
850,443
|
|
Astera
Labs, Inc.(a) |
|
|
13,197 |
|
|
2,569,984
|
|
MACOM
Technology Solutions Holdings, Inc.(a) |
|
|
3,082 |
|
|
867,922
|
|
Marvell
Technology, Inc. |
|
|
10,854 |
|
|
1,792,538
|
|
Micron
Technology, Inc. |
|
|
6,130 |
|
|
3,170,191
|
|
Monolithic
Power Systems, Inc. |
|
|
1,122 |
|
|
1,811,368
|
|
Ouster,
Inc.(a) |
|
|
30,755 |
|
|
829,155
|
|
SiTime
Corp.(a) |
|
|
4,883 |
|
|
2,744,979
|
|
Taiwan
Semiconductor Manufacturing Co. Ltd. - ADR |
|
|
4,407 |
|
|
1,745,436
|
|
|
|
|
|
|
|
17,836,011
|
|
Telecommunications
- 10.5%
|
|
|
|
|
|
|
|
Applied
Digital Corp.(a) |
|
|
92,139 |
|
|
3,155,761
|
|
Arista
Networks, Inc.(a) |
|
|
14,410 |
|
|
2,488,751
|
|
Credo
Technology Group Holding
Ltd.(a) |
|
|
15,768 |
|
|
2,743,790
|
|
Ubiquiti,
Inc. |
|
|
849 |
|
|
859,196
|
|
|
|
|
|
|
|
9,247,498
|
|
Transportation
- 3.2%
|
|
|
|
|
|
|
|
Okeanis
Eco Tankers Corp. |
|
|
50,656 |
|
|
2,798,237
|
|
Water
- 0.0%(c)
|
|
|
|
|
|
|
|
Cia
de Saneamento Basico do Estado de Sao Paulo SABESP - ADR |
|
|
0(b) |
|
|
14
|
|
TOTAL
COMMON STOCKS
(Cost
$78,496,328) |
|
|
|
|
|
87,674,172
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CAPFORCE
IBD® 50 ETF
SCHEDULE
OF INVESTMENTS
April
30, 2026 (Unaudited)(Continued)
|
|
|
|
|
|
|
|
|
SHORT-TERM
INVESTMENTS
|
|
|
|
|
|
|
|
MONEY
MARKET FUNDS - 0.0%(c)
|
|
|
|
|
|
|
|
First
American Treasury Obligations Fund - Class X, 3.59%(d) |
|
|
3,229 |
|
|
$3,229
|
|
TOTAL
MONEY MARKET FUNDS
(Cost
$3,229) |
|
|
|
|
|
3,229
|
|
TOTAL
INVESTMENTS - 100.0%
(Cost
$78,499,557) |
|
|
|
|
|
$87,677,401
|
|
Other
Assets in Excess of
Liabilities
- 0.0%(c) |
|
|
|
|
|
11,772
|
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$87,689,173 |
|
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
ADR
- American Depositary Receipt
PLC
- Public Limited Company
|
(a)
|
Non-income producing
security.
|
|
(c)
|
Represents less than
0.05% of net assets.
|
|
(d)
|
The rate shown
represents the 7-day annualized yield as of April 30, 2026. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CAPFORCE
IBD® BREAKOUT OPPORTUNITIES ETF
SCHEDULE
OF INVESTMENTS
April
30, 2026 (Unaudited)
|
|
|
|
|
|
|
|
|
COMMON
STOCKS - 93.9%
|
|
|
|
|
|
|
|
Aerospace/Defense
- 1.5%
|
|
|
|
|
|
|
|
Astronics
Corp.(a) |
|
|
609 |
|
|
$43,483
|
|
ATI,
Inc.(a) |
|
|
1,239 |
|
|
192,615
|
|
|
|
|
|
|
|
236,098
|
|
Apparel
- 1.8%
|
|
|
|
|
|
|
|
Kontoor
Brands, Inc. |
|
|
3,948 |
|
|
289,625
|
|
Auto
Parts & Equipment - 2.4%
|
|
|
|
|
|
|
|
BorgWarner,
Inc. |
|
|
5,096 |
|
|
290,319
|
|
Douglas
Dynamics, Inc. |
|
|
2,058 |
|
|
94,936
|
|
|
|
|
|
|
|
385,255
|
|
Banks
- 9.5%
|
|
|
|
|
|
|
|
Ameris
Bancorp |
|
|
3,388 |
|
|
288,827
|
|
Bank
of New York Mellon Corp. |
|
|
1,428 |
|
|
191,880
|
|
Cathay
General Bancorp |
|
|
5,278 |
|
|
295,726
|
|
Customers
Bancorp, Inc.(a) |
|
|
2,576 |
|
|
196,472
|
|
First
Bancorp/Southern Pines NC |
|
|
3,276 |
|
|
189,156
|
|
Popular,
Inc. |
|
|
2,275 |
|
|
342,001
|
|
|
|
|
|
|
|
1,504,062
|
|
Beverages
- 1.2%
|
|
|
|
|
|
|
|
Monster
Beverage Corp.(a) |
|
|
2,443 |
|
|
188,282
|
|
Biotechnology
- 5.3%
|
|
|
|
|
|
|
|
Arrowhead
Pharmaceuticals, Inc.(a) |
|
|
3,885 |
|
|
285,470
|
|
Exelixis,
Inc.(a) |
|
|
4,263 |
|
|
189,533
|
|
MapLight
Therapeutics, Inc.(a) |
|
|
11,326 |
|
|
360,959
|
|
|
|
|
|
|
|
835,962
|
|
Building
Materials - 4.0%
|
|
|
|
|
|
|
|
Johnson
Controls International PLC |
|
|
322 |
|
|
47,022
|
|
Modine
Manufacturing Co.(a) |
|
|
1,141 |
|
|
290,533
|
|
SPX
Technologies, Inc.(a) |
|
|
434 |
|
|
95,007
|
|
Trane
Technologies PLC |
|
|
399 |
|
|
196,523
|
|
|
|
|
|
|
|
629,085
|
|
Chemicals
- 0.6%
|
|
|
|
|
|
|
|
Sociedad
Quimica y Minera de Chile SA - ADR(a) |
|
|
1,078 |
|
|
99,359
|
|
Commercial
Services - 1.1%
|
|
|
|
|
|
|
|
API
Group Corp.(a) |
|
|
3,941 |
|
|
180,182
|
|
Computers
- 2.4%
|
|
|
|
|
|
|
|
Sandisk
Corp./DE(a) |
|
|
343 |
|
|
376,103
|
|
Diversified
Financial Services - 4.0%
|
|
|
|
|
|
|
|
Enova
International, Inc.(a) |
|
|
1,722 |
|
|
291,724
|
|
Interactive
Brokers Group, Inc. - Class A |
|
|
3,745 |
|
|
297,728
|
|
WisdomTree,
Inc. |
|
|
2,737 |
|
|
46,529
|
|
|
|
|
|
|
|
635,981
|
|
Electrical
Components & Equipment - 1.2%
|
|
|
|
|
EnerSys |
|
|
910 |
|
|
194,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronics
- 7.3%
|
|
|
|
|
|
|
|
Advanced
Energy Industries, Inc. |
|
|
119 |
|
|
$45,686
|
|
Amphenol
Corp. - Class A |
|
|
301 |
|
|
44,328
|
|
Arrow
Electronics, Inc.(a) |
|
|
1,022 |
|
|
191,962
|
|
Avnet,
Inc. |
|
|
3,647 |
|
|
300,914
|
|
Bel
Fuse, Inc. - Class B |
|
|
161 |
|
|
44,410
|
|
Celestica,
Inc.(a) |
|
|
112 |
|
|
45,874
|
|
Coherent
Corp.(a) |
|
|
287 |
|
|
91,757
|
|
ESCO
Technologies, Inc. |
|
|
301 |
|
|
97,509
|
|
Sanmina
Corp.(a) |
|
|
497 |
|
|
108,257
|
|
TD
SYNNEX Corp. |
|
|
840 |
|
|
191,671
|
|
|
|
|
|
|
|
1,162,368
|
|
Energy-Alternate
Sources - 2.2%
|
|
|
|
|
|
|
|
Solv
Energy, Inc. - Class A(a) |
|
|
8,624 |
|
|
343,580
|
|
Engineering
& Construction - 2.5%
|
|
|
|
|
|
|
|
Dycom
Industries, Inc.(a) |
|
|
112 |
|
|
46,379
|
|
EMCOR
Group, Inc. |
|
|
224 |
|
|
199,734
|
|
Primoris
Services Corp. |
|
|
560 |
|
|
101,444
|
|
Sterling
Infrastructure, Inc.(a) |
|
|
91 |
|
|
46,922
|
|
|
|
|
|
|
|
394,479
|
|
Entertainment
- 2.5%
|
|
|
|
|
|
|
|
Rush
Street Interactive, Inc.(a) |
|
|
14,168 |
|
|
398,121
|
|
Hand/Machine
Tools - 2.1%
|
|
|
|
|
|
|
|
Kennametal,
Inc. |
|
|
8,547 |
|
|
330,854
|
|
Healthcare-Products
- 2.9%
|
|
|
|
|
|
|
|
Axogen,
Inc.(a) |
|
|
8,533 |
|
|
368,626
|
|
LeMaitre
Vascular, Inc. |
|
|
840 |
|
|
92,190
|
|
|
|
|
|
|
|
460,816
|
|
Insurance
- 0.6%
|
|
|
|
|
|
|
|
Hamilton
Insurance Group Ltd. - Class B |
|
|
2,926 |
|
|
95,885
|
|
Internet
- 3.1%
|
|
|
|
|
|
|
|
Alphabet,
Inc. - Class A |
|
|
560 |
|
|
215,488
|
|
Cargurus,
Inc.(a) |
|
|
7,630 |
|
|
278,190
|
|
|
|
|
|
|
|
493,678
|
|
Iron/Steel
- 2.1%
|
|
|
|
|
|
|
|
Steel
Dynamics, Inc. |
|
|
1,477 |
|
|
337,731
|
|
Leisure
Time - 1.8%
|
|
|
|
|
|
|
|
Viking
Holdings Ltd.(a) |
|
|
3,514 |
|
|
287,832
|
|
Lodging
- 0.6%
|
|
|
|
|
|
|
|
Atour
Lifestyle Holdings Ltd. - ADR |
|
|
2,443 |
|
|
93,420
|
|
Machinery-Construction
& Mining - 1.3%
|
|
|
|
|
Forgent
Power Solutions, Inc.(a) |
|
|
5,439 |
|
|
204,615
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CAPFORCE
IBD® BREAKOUT OPPORTUNITIES ETF
SCHEDULE
OF INVESTMENTS
April
30, 2026 (Unaudited)(Continued)
|
|
|
|
|
|
|
|
|
Machinery-Diversified
- 3.0%
|
|
|
|
|
|
|
|
Cognex
Corp. |
|
|
3,528 |
|
|
$195,839
|
|
Dover
Corp. |
|
|
1,274 |
|
|
288,447
|
|
|
|
|
|
|
|
484,286
|
|
Mining
- 6.5%
|
|
|
|
|
|
|
|
BHP
Group Ltd. - ADR |
|
|
4,200 |
|
|
333,060
|
|
Cameco
Corp. |
|
|
2,744 |
|
|
337,622
|
|
Centerra
Gold, Inc. |
|
|
2,366 |
|
|
41,216
|
|
Kaiser
Aluminum Corp. |
|
|
1,617 |
|
|
275,585
|
|
Newmont
Corp. |
|
|
378 |
|
|
41,992
|
|
|
|
|
|
|
|
1,029,475
|
|
Oil
& Gas - 2.8%
|
|
|
|
|
|
|
|
Vista
Energy SAB de CV - ADR(a) |
|
|
1,351 |
|
|
100,406
|
|
Weatherford
International PLC |
|
|
3,087 |
|
|
340,651
|
|
|
|
|
|
|
|
441,057
|
|
Oil
& Gas Services - 2.5%
|
|
|
|
|
|
|
|
Archrock,
Inc. |
|
|
1,197 |
|
|
46,384
|
|
HMH
Holding, Inc. - Class A(a) |
|
|
16,646 |
|
|
352,895
|
|
|
|
|
|
|
|
399,279
|
|
Pipelines
- 2.2%
|
|
|
|
|
|
|
|
Golar
LNG Ltd. |
|
|
6,363 |
|
|
349,901
|
|
Savings
& Loans - 0.9%
|
|
|
|
|
|
|
|
Axos
Financial, Inc.(a) |
|
|
1,001 |
|
|
96,536
|
|
Beacon
Financial Corp. |
|
|
1,435 |
|
|
40,941
|
|
|
|
|
|
|
|
137,477
|
|
Semiconductors
- 6.4%
|
|
|
|
|
|
|
|
Analog
Devices, Inc. |
|
|
112 |
|
|
45,053
|
|
ASML
Holding NV |
|
|
28 |
|
|
40,292
|
|
Broadcom,
Inc. |
|
|
105 |
|
|
43,830
|
|
Intel
Corp.(a) |
|
|
3,479 |
|
|
328,696
|
|
NVIDIA
Corp. |
|
|
217 |
|
|
43,307
|
|
Silicon
Motion Technology Corp. - ADR |
|
|
630 |
|
|
137,831
|
|
Texas
Instruments, Inc. |
|
|
350 |
|
|
98,378
|
|
Vishay
Precision Group, Inc.(a) |
|
|
4,732 |
|
|
285,907
|
|
|
|
|
|
|
|
1,023,294
|
|
Telecommunications
- 1.7%
|
|
|
|
|
|
|
|
Corning,
Inc. |
|
|
1,631 |
|
|
267,875
|
|
Transportation
- 3.9%
|
|
|
|
|
|
|
|
Dorian
LPG Ltd. |
|
|
2,534 |
|
|
97,685
|
|
FedEx
Corp. |
|
|
497 |
|
|
200,445
|
|
XPO,
Inc.(a) |
|
|
1,498 |
|
|
329,755
|
|
|
|
|
|
|
|
627,885
|
|
TOTAL
COMMON STOCKS
(Cost
$13,508,969) |
|
|
|
|
|
14,917,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL
ESTATE INVESTMENT TRUSTS - 5.1%
|
|
|
|
|
REITS
- 5.1%
|
|
|
|
|
|
|
|
Iron
Mountain, Inc. |
|
|
2,891 |
|
|
$364,237
|
|
Janus
Living, Inc.(a) |
|
|
13,335 |
|
|
349,910
|
|
Terreno
Realty Corp. |
|
|
1,470 |
|
|
95,844
|
|
TOTAL
REAL ESTATE INVESTMENT TRUSTS
(Cost
$756,877) |
|
|
|
|
|
809,991
|
|
SHORT-TERM
INVESTMENTS
|
|
|
|
|
|
|
|
MONEY
MARKET FUNDS - 1.0%
|
|
|
|
|
|
|
|
First
American Treasury Obligations Fund - Class X, 3.59%(b) |
|
|
156,106 |
|
|
156,106
|
|
TOTAL
MONEY MARKET FUNDS
(Cost
$156,106) |
|
|
|
|
|
156,106
|
|
TOTAL
INVESTMENTS - 100.0%
(Cost
$14,421,952) |
|
|
|
|
|
$15,884,066
|
|
Liabilities
in Excess of Other
Assets
- (0.0)%(c) |
|
|
|
|
|
(767)
|
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$15,883,299 |
|
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
ADR
- American Depositary Receipt
PLC
- Public Limited Company
REIT
- Real Estate Investment Trust
|
(a)
|
Non-income producing
security.
|
|
(b)
|
The rate shown
represents the 7-day annualized yield as of April 30, 2026.
|
|
(c)
|
Represents less than
0.05% of net assets. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CAPITAL-FORCE
ETF FUNDS
STATEMENTS
OF ASSETS AND LIABILITIES
April 30,
2026 (Unaudited)
|
|
|
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
|
|
|
Investments,
at value |
|
|
$87,677,401 |
|
|
$15,884,066
|
|
Cash |
|
|
75,810 |
|
|
—
|
|
Dividends
receivable |
|
|
8,742 |
|
|
7,304
|
|
Dividend
tax reclaims receivable |
|
|
5,997 |
|
|
723
|
|
Security
lending income receivable |
|
|
914 |
|
|
740
|
|
Interest
receivable |
|
|
723 |
|
|
106
|
|
Total
assets |
|
|
87,769,587 |
|
|
15,892,939
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
Payable
for expenses and other liabilities |
|
|
41,423 |
|
|
2,931
|
|
Payable
to Adviser |
|
|
38,384 |
|
|
5,982
|
|
Payable
for fund administration and accounting fees |
|
|
607 |
|
|
652
|
|
Payable
to custodian |
|
|
— |
|
|
75
|
|
Total
liabilities |
|
|
80,414 |
|
|
9,640
|
|
NET
ASSETS |
|
|
$87,689,173 |
|
|
$15,883,299
|
|
Net
Assets Consists of:
|
|
|
|
|
|
|
|
Paid-in
capital |
|
|
$384,542,079 |
|
|
$23,327,626
|
|
Total
accumulated losses |
|
|
(296,852,906) |
|
|
(7,444,327)
|
|
Total
net assets |
|
|
$87,689,173 |
|
|
$15,883,299
|
|
Net
assets |
|
|
$87,689,173 |
|
|
$15,883,299
|
|
Shares
issued and outstanding(a) |
|
|
2,300,000 |
|
|
350,000
|
|
Net
asset value per share |
|
|
$38.13 |
|
|
$45.38
|
|
Cost:
|
|
|
|
|
|
|
|
Investments,
at cost |
|
|
$78,499,557 |
|
|
$14,421,952
|
|
Loaned
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Unlimited shares authorized
without par value. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CAPITAL-FORCE
ETF FUNDS
STATEMENTS
OF OPERATIONS
For
the Period Ended April 30, 2026 (Unaudited)
|
|
|
|
|
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
|
|
|
|
Dividend
income |
|
|
$1,053,757 |
|
|
$79,689
|
|
Less:
issuance fees |
|
|
(914) |
|
|
(3)
|
|
Less:
dividend withholding taxes |
|
|
(8,216) |
|
|
(1,685)
|
|
Interest
income |
|
|
20,453 |
|
|
6,010
|
|
Total
investment income |
|
|
1,065,080 |
|
|
84,011
|
|
EXPENSES:
|
|
|
|
|
|
|
|
Investment
advisory fee |
|
|
303,756(1) |
|
|
53,796(2)
|
|
Fund
administration and accounting fees |
|
|
22,035 |
|
|
652
|
|
Legal
fees |
|
|
13,934 |
|
|
328
|
|
Reports
to shareholders |
|
|
7,856 |
|
|
240
|
|
Custodian
fees |
|
|
6,233 |
|
|
348
|
|
Audit
fees |
|
|
3,363 |
|
|
260
|
|
Trustees’
fees |
|
|
830 |
|
|
—
|
|
Compliance
fees |
|
|
428 |
|
|
72
|
|
Other
expenses and fees |
|
|
46,436 |
|
|
1,868
|
|
Total
expenses |
|
|
404,871 |
|
|
57,564
|
|
Expense
reimbursement by Adviser |
|
|
(58,404) |
|
|
(3,599)
|
|
Net
expenses |
|
|
346,467 |
|
|
53,965
|
|
Net
investment income |
|
|
718,613 |
|
|
30,046
|
|
REALIZED
AND UNREALIZED GAIN (LOSS)
|
|
|
|
|
|
|
|
Net
realized gain (loss) from:
|
|
|
|
|
|
|
|
Investments |
|
|
(2,971,634) |
|
|
1,534,554
|
|
Net
realized gain (loss) |
|
|
(2,971,634) |
|
|
1,534,554
|
|
Net
change in unrealized appreciation (depreciation) on:
|
|
|
|
|
|
|
|
Investments |
|
|
(6,622,462) |
|
|
1,212,912
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
(6,622,462) |
|
|
1,212,912
|
|
Net
realized and unrealized gain (loss) |
|
|
(9,594,096) |
|
|
2,747,466
|
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$(8,875,483) |
|
|
$2,777,512 |
|
|
|
|
|
|
|
|
|
(1)
|
The expense includes
$297,201 paid to previous Advisor prior to the Reorganization. See Note 1. |
|
(2)
|
The expense includes
$52,612 paid to previous Advisor prior to the Reorganization. See Note 1. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CAPITAL-FORCE
ETF FUNDS
STATEMENTS
OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss) |
|
|
$718,613 |
|
|
$76,854 |
|
|
$30,046 |
|
|
$14,078
|
|
Net
realized gain (loss) |
|
|
(2,971,634) |
|
|
20,721,335 |
|
|
1,534,554 |
|
|
812,641
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
(6,622,462) |
|
|
11,734,540 |
|
|
1,212,912 |
|
|
(418,898)
|
|
Net
increase (decrease) in net assets from operations |
|
|
(8,875,483) |
|
|
32,532,729 |
|
|
2,777,512 |
|
|
407,821
|
|
DISTRIBUTIONS
TO SHAREHOLDERS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From
earnings |
|
|
(1,055,144) |
|
|
(647,701) |
|
|
(37,469) |
|
|
(79,635)
|
|
Total
distributions to shareholders |
|
|
(1,055,144) |
|
|
(647,701) |
|
|
(37,469) |
|
|
(79,635)
|
|
CAPITAL
TRANSACTIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
sold |
|
|
20,877,925 |
|
|
57,991,765 |
|
|
5,681,510 |
|
|
1,907,965
|
|
Shares
redeemed |
|
|
(37,050,290) |
|
|
(38,817,135) |
|
|
(3,860,420) |
|
|
(3,705,115)
|
|
Net
increase (decrease) in net assets from capital transactions |
|
|
(16,172,365) |
|
|
19,174,630 |
|
|
1,821,090 |
|
|
(1,797,150)
|
|
Net
increase (decrease) in net assets |
|
|
(26,102,992) |
|
|
51,059,658 |
|
|
4,561,133 |
|
|
(1,468,964)
|
|
NET
ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
of the period |
|
|
113,792,165 |
|
|
62,732,507 |
|
|
11,322,166 |
|
|
12,791,130
|
|
End
of the period |
|
|
$87,689,173 |
|
|
$113,792,165 |
|
|
$15,883,299 |
|
|
$11,322,166
|
|
SHARES
TRANSACTIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
sold |
|
|
550,000 |
|
|
1,700,000 |
|
|
150,000 |
|
|
50,000
|
|
Shares
redeemed |
|
|
(1,050,000) |
|
|
(1,250,000) |
|
|
(100,000) |
|
|
(100,000)
|
|
Total
increase (decrease) in shares
outstanding |
|
|
(500,000) |
|
|
450,000 |
|
|
50,000 |
|
|
(50,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The Fund was reorganized
on April 27, 2026 and became a series within the Capital-FORCE ETF Trust thereafter. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CAPITAL-FORCE
ETF FUNDS
FINANCIAL
HIGHLIGHTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CapForce
IBD® 50 ETF
|
|
4/30/2026(f) |
|
|
$40.64 |
|
|
0.30 |
|
|
(2.34) |
|
|
(2.04) |
|
|
(0.47) |
|
|
(0.47) |
|
|
— |
|
|
$38.13 |
|
|
−4.93% |
|
|
$87,689 |
|
|
0.93% |
|
|
0.80% |
|
|
1.66% |
|
|
—%
|
|
10/31/2025 |
|
|
$26.69 |
|
|
0.03 |
|
|
14.18 |
|
|
14.21 |
|
|
(0.26) |
|
|
(0.26) |
|
|
— |
|
|
$40.64 |
|
|
53.62% |
|
|
$113,792 |
|
|
1.03% |
|
|
0.80% |
|
|
0.10% |
|
|
1,209%
|
|
10/31/2024 |
|
|
$20.83 |
|
|
(0.07) |
|
|
6.09 |
|
|
6.02 |
|
|
(0.16) |
|
|
(0.16) |
|
|
0.00(g) |
|
|
$26.69 |
|
|
28.98% |
|
|
$62,733 |
|
|
1.00% |
|
|
0.80% |
|
|
(0.27)% |
|
|
1,304%
|
|
10/31/2023 |
|
|
$26.16 |
|
|
—(g) |
|
|
(4.73) |
|
|
(4.73) |
|
|
(0.60) |
|
|
(0.60) |
|
|
0.00(g)
|
|
|
$20.83 |
|
|
−18.21% |
|
|
$73,938 |
|
|
1.08% |
|
|
0.80% |
|
|
0.02% |
|
|
1,425%
|
|
10/31/2022 |
|
|
$50.34 |
|
|
0.46 |
|
|
(24.54) |
|
|
(24.08) |
|
|
(0.10) |
|
|
(0.10) |
|
|
— |
|
|
$26.16 |
|
|
−47.90% |
|
|
$102,043 |
|
|
0.97% |
|
|
0.80% |
|
|
1.29% |
|
|
1,961%
|
|
10/31/2021 |
|
|
$35.97 |
|
|
0.10 |
|
|
14.27 |
|
|
14.37 |
|
|
— |
|
|
— |
|
|
0.00(g)
|
|
|
$50.34 |
|
|
39.95% |
|
|
$274,365 |
|
|
0.93% |
|
|
0.80% |
|
|
0.22% |
|
|
1,133%
|
|
CapForce
IBD® Breakout Opportunities ETF
|
|
4/30/2026(f) |
|
|
$37.74 |
|
|
0.09 |
|
|
7.67 |
|
|
7.76 |
|
|
(0.12) |
|
|
(0.12) |
|
|
— |
|
|
$45.38 |
|
|
20.66% |
|
|
$15,883 |
|
|
0.85% |
|
|
0.80% |
|
|
0.45% |
|
|
—%
|
|
10/31/2025 |
|
|
$36.55 |
|
|
0.05 |
|
|
1.37 |
|
|
1.42 |
|
|
(0.23) |
|
|
(0.23) |
|
|
— |
|
|
$37.74 |
|
|
3.87% |
|
|
$11,322 |
|
|
0.80% |
|
|
0.80% |
|
|
0.11% |
|
|
1,668%
|
|
10/31/2024 |
|
|
$29.05 |
|
|
0.26 |
|
|
7.68 |
|
|
7.94 |
|
|
(0.44) |
|
|
(0.44) |
|
|
— |
|
|
$36.55 |
|
|
27.45% |
|
|
$12,791 |
|
|
0.80% |
|
|
0.80% |
|
|
0.76% |
|
|
1,448%
|
|
10/31/2023 |
|
|
$30.68 |
|
|
0.24 |
|
|
(1.47) |
|
|
(1.23) |
|
|
(0.40) |
|
|
(0.40) |
|
|
— |
|
|
$29.05 |
|
|
−4.03% |
|
|
$11,620 |
|
|
0.80% |
|
|
0.80% |
|
|
0.77% |
|
|
1,945%
|
|
10/31/2022 |
|
|
$36.52 |
|
|
0.32 |
|
|
(6.16) |
|
|
(5.84) |
|
|
— |
|
|
— |
|
|
— |
|
|
$30.68 |
|
|
−15.98% |
|
|
$13,806 |
|
|
0.80% |
|
|
0.80% |
|
|
0.92% |
|
|
1,980%
|
|
10/31/2021 |
|
|
$23.53 |
|
|
(0.02) |
|
|
13.01 |
|
|
12.99 |
|
|
— |
|
|
— |
|
|
— |
|
|
$36.52 |
|
|
55.18% |
|
|
$14,607 |
|
|
0.80% |
|
|
0.80% |
|
|
(0.07)% |
|
|
1,846% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Net investment income
(loss) per share has been calculated based on average shares outstanding during the periods. |
|
(b)
|
Realized and unrealized
gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the
periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods. |
|
(c)
|
Not annualized for
periods less than one year. |
|
(d)
|
Annualized for periods
less than one year. |
|
(e)
|
Portfolio turnover
rate excludes in-kind transactions. |
|
(g)
|
Amount represents
less than $0.005 per share. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
CAPITAL-FORCE
ETF TRUST
NOTES
TO FINANCIAL STATEMENTS
April 30,
2026 (Unaudited)
1.
ORGANIZATION
The
Capital Force EFT Trust (the “Trust”) was organized as a Delaware statutory trust on June 20, 2025. As of April 30, 2026,
the Trust consisted of two separate portfolios that each represent a separate series of the Trust. This report pertains to the CapForce
IBD® 50 ETF (IBD® 50 Fund) and CapForce IBD® Breakout Opportunities ETF (IBD®
Breakout Fund), each a “Fund” and collectively, the “Funds”. Each Fund is a non-diversified, open-end management
investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). IBD® 50 Index seeks
to track, before fees and expenses, the performance of the IBD® 50 Index (the “Index”). IBD®
Breakout Index seeks to track, before fees and expenses, the performance of the IBD® Breakout Stocks Index (the “Index”).
Each Fund seeks to achieve its respective objective by investing at least 80% of its net assets (including borrowings for investment purposes)
in securities that comprise the Index.
Fund
Reorganization
On
December 22, 2025, the Trust’s Board of Trustees approved the Agreement and Plan of Reorganization (the “Plan”) to reorganize
the Innovator IBD® 50 ETF and Innovator IBD® Breakout Opportunities ETF (the “Target Funds”
and “Predecessor Funds”), each a series of the Innovator ETF Trust, into the CapForce IBD® 50 ETF and CapForce
IBD® Breakout Opportunities ETF (the “Acquiring Funds”), a newly created series of the Trust (the “Reorganization”).
Shareholders for each Target Fund approved the Plan at a special meeting on April 10, 2026. On April 25, 2026, pursuant to the Plan,
each Target Fund transferred all its property and assets to the Acquiring Fund in exchange solely for voting shares of the Acquiring Fund
and the assumption of all the Target Fund’s liabilities. The accounting and performance history of the shares of each Target Fund
was redesignated as that of the corresponding Acquiring Fund.
The
Reorganization was structured to qualify as a tax-free reorganization under the Internal Revenue Code for federal income tax purposes.
As such, each Target Fund’s shareholders recognized no gain or loss for federal income tax purposes. The shares, net assets, net
investment loss, and net unrealized appreciation of the investments as of the close of business on April 27, 2026, were as follows:
|
|
|
|
|
|
|
|
|
Shares |
|
|
2,300,000 |
|
|
350,000
|
|
Net
Assets |
|
|
$87,262,282 |
|
|
$15,363,472
|
|
Net
Investment Gain |
|
|
$81,433 |
|
|
$35,266
|
|
Unrealized
Appreciation |
|
|
$8,410,056 |
|
|
$874,677 |
|
|
|
|
|
|
|
|
The
Reorganization shifted the management oversight responsibility for each Fund from Innovator Capital Management, LLC (“Innovator”)
to M2 Financial LLC (“M2” and the “Adviser”). The Adviser engaged Penserra Capital Management, LLC as the sub-adviser
to each Acquiring Fund.
For
financial reporting purposes, assets received, and shares issued by the Acquiring Fund were recorded at fair value; however, the cost
basis of the investment received from the Target Fund was carried forward to align ongoing reporting of the Acquiring Fund’s realized
and unrealized gains and losses with the amount distributable to shareholders for tax purposes.
The
Funds are investment companies and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 “Financial Services –
Investment Companies”.
2.
SIGNIFICANT ACCOUNTING POLICIES
The
following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements.
These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
TABLE OF CONTENTS
CAPITAL-FORCE
ETF TRUST
NOTES
TO FINANCIAL STATEMENTS
April
30, 2026 (Unaudited)(Continued)
Valuation:
The net asset values (“NAV”) of the Funds are determined as of the close of regular trading
on the NYSE (normally 4:00 p.m. ET). If the NYSE closes early on a valuation day, the Funds shall determine NAV as of that time.
Portfolio
securities generally shall be valued utilizing prices provided by independent pricing services. The Adviser, as the Trust’s Valuation
Designee (“Valuation Designee”) is responsible for establishing valuation of portfolio securities and other instruments held
by the Funds in accordance with the Trust’s valuation procedures.
Common
stocks, preferred stocks, exchange traded funds and other equity securities listed on any national or foreign exchange (excluding the
NASDAQ National Market (“NASDAQ”) and the London Stock Exchange Alternative Investment Market (“AIM”)) are generally
valued at the last sale price on the exchange on which they are principally traded or, for NASDAQ and AIM securities, the official closing
price. Securities traded on more than one securities exchange are valued at the last sale price or official closing price, as applicable,
at the close of the exchange representing the principal market for such securities. Securities traded in the over-the-counter market are
valued at the mean of the bid and the asked price, if available, and otherwise at their closing bid price. Redeemable securities issued
by open-end investment companies shall be valued at the investment company’s applicable net asset value, with the exception of exchange-traded
open-end investment companies which are priced as equity securities. Units of Mount Vernon Liquid Assets Portfolio, LLC are not traded
on an exchange and are valued at the investment company’s net asset value per share as provided by the underlying fund’s administrator.
Fixed income securities, swaps, currency–, credit- and commodity-linked notes, and other similar instruments will be valued using
a pricing service. Fixed income securities having a remaining maturity of 60 days or less when purchased will be valued at cost adjusted
for amortization of premiums and accretion of discounts, provided the Valuation Designee has determined that the use of amortized cost
is an appropriate reflection of fair value given market and issuer specific conditions existing at the time of the determination. Deposit
accounts are valued at acquisition cost. Foreign securities and other assets denominated in foreign currencies are translated into U.S.
dollars at the exchange rate of such currencies against the U.S. dollar as provided by the pricing service. All assets denominated in
foreign currencies will be converted into U.S. dollars at the exchange rates in effect at the time of valuation. Restricted securities
(with the exception of Rule 144A Securities for which market quotations are available) will normally be valued at fair value as determined
by the Valuation Designee.
If
no quotation can be obtained from a pricing service, then the Valuation Designee will then attempt to obtain one or more broker quotes
for the security. If no quotation is available from either a pricing service or one or more brokers or if the Valuation Designee has reason
to question the reliability or accuracy of a quotation supplied or the use of amortized cost, the value of any portfolio security held
by the Funds for which reliable market quotations are not readily available will be determined by the Valuation Designee in a manner that
most appropriately reflects fair market value of the security on the valuation date. The use of a fair valuation method may be appropriate
if, for example: (i) market quotations do not accurately reflect fair value of an investment; (ii) an investment’s value has been
materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (for example,
a foreign exchange or market); (iii) a trading halt closes an exchange or market early; or (iv) other events result in an exchange or
market delaying its normal close.
Fair
Valuation Measurement: FASB established a framework for measuring fair value in accordance with U.S. GAAP.
Under ASC Topic 820, “Fair Value Measurement” (“ASC 820”), various inputs are used in determining the value of
the Funds’ investments. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated
with investing in those securities. The three Levels of inputs of the fair value hierarchy are defined as follows:
|
Level 1 –
|
Unadjusted quoted prices in active markets
for identical assets or liabilities that the Funds have the ability to access. |
|
Level 2 –
|
Observable inputs other than quoted prices
included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices
for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield
curves, default rates and similar data. |
TABLE OF CONTENTS
CAPITAL-FORCE
ETF TRUST
NOTES
TO FINANCIAL STATEMENTS
April
30, 2026 (Unaudited)(Continued)
|
Level 3 –
|
Unobservable inputs for the asset or liability,
to the extent relevant observable inputs are not available, representing the Funds’ own assumptions about the assumptions a market
participant would use in valuing the asset or liability, and would be based on the best information available. |
The
availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example,
the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics
particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the
market, the determination of fair value requires more judgement. Accordingly, the degree of judgement exercised in determining fair value
is greatest for instruments categorized in Level 3.
The
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest
level input that is significant to the fair value measurement in its entirety.
The
following table summarizes valuation of the Funds’ investments under the fair value hierarchy as of April 30, 2026:
CapForce
IBD® 50 ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
|
$87,674,172 |
|
|
$— |
|
|
$— |
|
|
$87,674,172
|
|
Money
Market Funds |
|
|
3,229 |
|
|
— |
|
|
— |
|
|
3,229
|
|
Total
Investments |
|
|
$87,677,401 |
|
|
$— |
|
|
$— |
|
|
$87,677,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CapForce
IBD® Breakout Opportunities ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
|
$14,917,969 |
|
|
$— |
|
|
$— |
|
|
$14,917,969
|
|
Real
Estate Investment Trusts |
|
|
809,991 |
|
|
— |
|
|
— |
|
|
809,991
|
|
Money
Market Funds |
|
|
156,106 |
|
|
— |
|
|
— |
|
|
156,106
|
|
Total
Investments |
|
|
$15,884,066 |
|
|
$— |
|
|
$— |
|
|
$15,884,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
the Schedules of Investments for the investments detailed by industry classification.
Use
of Estimates: In preparing financial statements in conformity with U.S. GAAP, management is required
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
as of the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the
reporting period. Actual results could differ from these estimates.
Guarantees
and Indemnifications: In the normal course of business, the Trust may enter into a contract with service
providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this
would involve future claims against the Trust that have not yet occurred. Based on experience, the Trust expects the risk of loss to be
remote.
Tax
Information: The Funds are treated as separate entities for federal income tax purposes. The Funds intend
to qualify as regulated investment companies (“RICs”) under Subchapter M of the Internal Revenue Code of 1986, as amended
(the “Internal Revenue Code”). To qualify and remain eligible for the special tax treatment accorded to RICs, the Funds must
meet certain annual income and quarterly asset diversification requirements and must distribute annually at least 90% of the sum of (i)
its investment company taxable income (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt
income, if any. If so qualified, the Funds will not be subject to federal income tax to the extent the Funds distribute all of their net
investment income and capital gains to shareholders.
TABLE OF CONTENTS
CAPITAL-FORCE
ETF TRUST
NOTES
TO FINANCIAL STATEMENTS
April
30, 2026 (Unaudited)(Continued)
Management
evaluates the Funds’ tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection
with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing
tax liabilities in the financial statements. Tax benefits associated with an uncertain tax position can be recognized only when the position
is “more likely than not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income
taxes would be recorded as tax expense in the Statements of Operations. During the period ended April 30, 2026, the Funds did not
incur any interest or penalties. The Funds’ federal income tax returns are subject to examination by the Internal Revenue Service
(IRS) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional
fiscal year depending on the jurisdiction. As of April 30, 2026, the Funds did not have a liability for any unrecognized tax benefits.
As of April 30, 2026, the Funds have no examinations in progress and management is not aware of any tax positions for which it is
reasonably possible that the amounts of unrecognized tax benefits will significantly change in the next twelve months.
U.S.
GAAP requires that certain components of net assets be reclassified between distributable earnings/(accumulated deficit) and additional
paid-in capital. These reclassifications have no effect on net assets or net asset value per share. For the year or period ended October 31,
2025, the Funds made the following permanent book-to-tax reclassifications primarily related to net operating loss forfeitures and redemptions
in kind:
Distributions
to Shareholders: Distributions to shareholders are recorded on the ex-dividend date. The Funds intend
to pay out dividends from their net investment income, if any, annually. Distributions of net realized capital gains, if any, will be
declared and paid at least annually by the Funds. The Funds may periodically make reclassifications among certain of its capital accounts
as a result of the recognition and characterization of certain income and capital gain distributions determined annually in accordance
with federal tax regulations which may differ from U.S. GAAP. Distributions that exceed earnings and profits for tax purposes are reported
as a return of capital.
Investment
Transactions and Investment Income: Investment transactions are recorded on the trade date. The Trust
determines the gain or loss realized from investment transactions on the basis of identified cost. Dividend income, if any, is recognized
on the ex-dividend date or, in the case of foreign securities, as soon as the Funds are informed of the ex-dividend dates. Interest income,
including accretion of discounts and amortization of premiums is recognized on an accrual basis using the effective yield method.
Distributions
received from investments in master limited partnerships (“MLPs”), closed-end funds, real estate investment trusts (“REITs”)
and royalty trusts are comprised of ordinary income, capital gains and return of capital. For financial statement purposes, estimates
are used to characterize these distributions received as return of capital, capital gains or ordinary income. Such estimates are based
on historical information available from each MLP, closed-end fund, REIT or royalty trust and other industry sources. These estimates
may subsequently be revised and reflected on the Form 1099 received by shareholders based on information received for the security after
its tax reporting periods are concluded, as the actual character of these distributions is not known until after the fiscal year end.
The distributions received from MLPs, REITs, closed-end funds, and royalty trust securities that have been classified as income and capital
gains are included in dividend income and net realized gain/(loss) on investments, respectively, on the Statements of Operations. The
distributions received that are classified as return of capital reduce the cost of investments on the Statements of Assets and Liabilities.
Purchases
and sales of investments and dividend and interest income are translated into U.S. dollars using the spot market rates of exchange prevailing
on the respective dates of such translations. The gain or loss resulting from changes in foreign exchange rates is included with net realized
and unrealized gain or loss from investments, as appropriate. Foreign securities and currency transactions may involve certain considerations
and risks not typically associated with those of domestic origin. Foreign securities are recorded in the financial statements after translation
to U.S. dollars based on the applicable exchange rate at the end of the period. The Funds report certain foreign currency-related
TABLE OF CONTENTS
CAPITAL-FORCE
ETF TRUST
NOTES
TO FINANCIAL STATEMENTS
April
30, 2026 (Unaudited)(Continued)
transactions
as components of realized gains or losses for financial reporting purposes, whereas such components are treated as ordinary income for
federal income tax purposes.
3.
INVESTMENT ADVISOR AND OTHER AFFILIATES
M2
Financial LLC (the “Adviser”) acts as investment adviser to the Funds pursuant to investment advisory agreements between the
Trust and the Adviser with respect to the Funds (“Advisory Agreements”) and, pursuant to the Advisory Agreements, is responsible
for the day-to-day management of the Funds.
Pursuant
to an investment advisory agreement between the Trust and the Adviser, each Fund pays monthly the Adviser a management fee calculated
daily based on the average daily net assets of the Fund.
Penserra
Capital Management, LLC (“Penserra” or the “Sub-Adviser”) acts as sub-adviser to the Funds pursuant to a sub-advisory
agreement between the Adviser and the Sub-Adviser with respect to the Funds (the “Sub-Advisory Agreement”) and, pursuant to
the Sub-Advisory Agreement, is responsible for execution of the strategy for each of the Funds. The Sub-Adviser is responsible for the
day-to-day management of each Fund’s portfolio. Pursuant to the Sub-Advisory Agreements the Adviser pays the Sub-Advisers a fee,
based on the Funds’ average daily net assets, for the services and facilities they provide payable on a monthly basis.
Management
Fee Rates are as follows:
The
Trust entered into an Expense Limitation Agreement on behalf of the Funds with the Adviser. Under the terms of the Expense Limitation
Agreement with the Funds the Adviser contractually agreed to waive their advisory fees and/or assume as their own expense, certain expenses
otherwise payable by each Fund to the extent necessary to ensure that total annual fund operating expenses (excluding any Rule 12b-1 fees,
taxes, interest, brokerage fees, acquired fund fees and expenses, expenses incurred in connection with any merger, reorganization or proxy
solicitation, litigation, and other extraordinary expenses) do not exceed 0.80% of average daily net assets of each Fund until March 31,
2028. Pursuant to the terms of the Expense Limitation Agreement, M2 is entitled to recoup any fees that it waived and/or Fund expenses
that it paid for a period of three years following such fee waivers and/or expense payments. The Fund may only make such repayment to
the Adviser if, after the recoupment payment has been taken into account, it does not cause the Fund’s expense ratio to exceed either
the expense cap in place at the time the expenses were waived or the Fund’s current expense cap. For the period ended April 30,
2026, the Adviser waived $0 and $3,598.94 of their advisory fees for FFTY and BOUT, respectively without recouping any of their previously
waived fees. The table below indicates the amount of fees that the Adviser may recoup:
|
|
|
|
|
|
FFTY |
|
|
$149,790 |
|
|
$256,501 |
|
|
$168,974 |
|
|
$92,790 |
|
|
$668,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Recoupment expires on a rolling monthly basis three
years following the respective fee waivers. |
4.
INVESTMENT TRANSACTIONS
For
the period ended April 30, 2026, the cost of purchases and proceeds from sales of investment securities, other than in-kind purchases
and sales and short-term investments were as follows:
|
|
|
|
|
|
|
|
|
FFTY |
|
|
$ — |
|
|
$560,009,310 |
|
|
$ — |
|
|
$443,536,331 |
|
BOUT |
|
|
— |
|
|
$119,950,327 |
|
|
— |
|
|
$104,221,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
CAPITAL-FORCE
ETF TRUST
NOTES
TO FINANCIAL STATEMENTS
April
30, 2026 (Unaudited)(Continued)
For
the period ended April 30, 2026, in-kind transactions associated with creations and redemptions were as follows:
Net
capital gains or losses resulting from in-kind redemptions are excluded for the Funds’ taxable gains and are not distributed to
shareholders.
5.
CREATION AND REDEMPTION TRANSACTIONS
There
are an unlimited number of shares of beneficial interest (without par value) authorized by the Trust. Individual shares of the Funds may
only be purchased and sold at market prices on the applicable Exchange through a broker-dealer. Such transactions may be subject to customary
commission rates imposed by the broker-dealer, and market prices for the Funds’ shares may be at, above or below its NAV depending
on the premium or discount at which the Funds’ shares trade.
The
Funds issue and redeem shares on a continuous basis at NAV only in blocks of shares, called “Creation Units.” Creation Units
are issued and redeemed for cash or in-kind for securities included in a specified universe. Once created, shares generally trade in the
secondary market at market prices that change throughout the day in amounts less than a Creation Unit. Except when aggregated in Creation
Units, shares are not redeemable securities of the Funds. Shares of the Funds may only be purchased or redeemed by certain financial institutions
(“Authorized Participants”). An Authorized Participant is either (i) a broker-dealer or other participant in the clearing
process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a DTC participant and, in
each case, must have executed a Participant Agreement with the Distributor. A transaction fee is applicable to each transaction regardless
of the number of units purchased or sold in the transaction. Each Fund may adjust transaction fees from time to time based upon actual
experience. Additional charges received by the Funds, if any, are disclosed as Transaction Fees on the Statements of Changes in Net Assets.
Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore,
they are unable to purchase or redeem the shares directly from the Funds. Rather, most retail investors may purchase shares in the secondary
market with the assistance of a broker and are subject to customary brokerage commissions or fees.
6.
FEDERAL INCOME TAX INFORMATION
At
October 31, 2025, the cost of investments and net unrealized appreciation/(depreciation) for federal income tax purposes were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFTY
|
|
|
$121,950,542 |
|
|
$16,826,222 |
|
|
$(2,093,943) |
|
|
$14,732,279 |
|
BOUT
|
|
|
12,115,719 |
|
|
995,180 |
|
|
(742,870) |
|
|
252,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
differences between book basis and tax basis cost on investments and net unrealized appreciation/ (depreciation) are primarily attributable
to wash sale loss deferrals, investments in PFICs, tax treatment of derivatives and partnership investments.
TABLE OF CONTENTS
CAPITAL-FORCE
ETF TRUST
NOTES
TO FINANCIAL STATEMENTS
April
30, 2026 (Unaudited)(Continued)
As
of October 31, 2025, the components of distributable earnings/(accumulated deficit) on a tax basis were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFTY |
|
|
$(302,588,167) |
|
|
$ — |
|
|
$933,609 |
|
|
$14,732,279 |
|
|
$(286,922,279) |
|
BOUT |
|
|
(10,436,680) |
|
|
— |
|
|
— |
|
|
252,310 |
|
|
(10,184,370) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain
qualified late year ordinary losses incurred after December 31, and within the current taxable year, are deemed to arise on the first
business day of the next taxable year.
At
October 31, 2025, the Funds deferred the following qualified late year ordinary losses:
At
October 31, 2025, for federal income tax purposes, the Funds had capital loss carryforwards available to offset future capital gains for
an unlimited period as indicated below:
|
|
|
|
|
|
|
|
|
FFTY
|
|
|
$301,961,303 |
|
|
$ — |
|
BOUT
|
|
|
10,393,738 |
|
|
— |
|
|
|
|
|
|
|
|
To
the extent that these loss carryforwards are utilized, capital gains so offset will not be distributed to shareholders. During the current
tax year ended October 31, 2025, the following capital loss carryforwards available were utilized:
|
|
|
|
|
|
FFTY
|
|
|
$14,930,358 |
|
BOUT
|
|
|
394,002 |
|
|
|
|
|
All
other Funds did not utilize capital loss carryforwards during the current tax year ended October 31, 2025.
The
tax character of the distributions paid by the Funds during the fiscal years or period ended October 31, 2025 and October 31, 2024
were as follows:
|
|
|
|
|
|
FFTY
|
|
|
$647,701 |
|
|
$ — |
|
|
$ — |
|
|
$647,701 |
|
BOUT
|
|
|
79,635 |
|
|
— |
|
|
— |
|
|
79,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFTY
|
|
|
$551,275 |
|
|
$ — |
|
|
$ — |
|
|
$551,275 |
|
BOUT
|
|
|
176,880 |
|
|
— |
|
|
— |
|
|
176,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
CAPITAL-FORCE
ETF TRUST
NOTES
TO FINANCIAL STATEMENTS
April
30, 2026 (Unaudited)(Continued)
7.
ACCOUNTING PRONOUNCEMENTS
Segment
Reporting: Each Fund has adopted FASB Accounting Standards Update 2023-07, Segment Reporting (Topic
280) - Improvements to Reportable Segment Disclosures. Adoption of the standard impacted financial statement disclosures only and did
not affect each Fund’s financial position or the results of its operations. An operating segment is defined in Topic 280 as a component
of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results
that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources
to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is the President
and Chief Executive Officer of each Fund. Each Fund operates as a single operating segment. Each Fund’s income, expenses, assets,
changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible
for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.
New
Accounting Pronouncement: The Fund is subject to foreign tax withholding imposed by certain foreign
countries in which the Funds may invest. Withholding taxes are incurred on certain foreign dividends and are accrued at the time the dividend
is recognized based on applicable foreign tax laws. In December 2023, the FASB issued Accounting Standards Update (ASU), ASU 2023-09,
Income Taxes (Topic 740) - Improvements to Income Taxes Disclosures, which enhances the transparency of income tax disclosures. The
ASU requires public entities, on an annual basis, to provide disclosure of income taxes paid disaggregated by jurisdiction when material
to the Fund’s financial statements. The amendments under this ASU are required to be applied prospectively and are effective for
fiscal years beginning after December 15, 2024. The amount of foreign withholding taxes paid during the year ended December 31,
2025, is not significant and accordingly, a disclosure of income taxes paid for the year ended December 31, 2025, is not presented.
Management
has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect
to the financial statements and disclosures and determined there is no material impact for the Fund(s). Each Fund operates as a single
segment entity. Each Fund’s income, expenses, assets, and performance are regularly monitored and assessed by the Adviser, who serves
as the chief operating decision maker, using the information presented in the financial statements and financial highlights.
8.
SUBSEQUENT EVENT
Management
has evaluated the impact of all subsequent events of the Funds through the date of the financial statements were issued, and has determined
that there were no subsequent events requiring recognition or disclosure in the financial statements.
TABLE OF CONTENTS
Capital-Force
ETF Trust
ADDITIONAL
INFORMATION (Unaudited)
1.
INFORMATION ABOUT PROSPECTUS
This
report has been prepared for shareholders and may be distributed to others only if preceded or accompanied by a current prospectus. Investors
should consider the investment objective and policies, risk considerations, charges and ongoing expenses of an investment carefully before
investing. The prospectus contains this and other information relevant to an investment in the respective Fund. Please read the Prospectus
carefully before investing. A copy of the Prospectus may be obtained without charge by writing to the Trust’s Distributor, or by
calling toll free at 1-800-208-5212 or visiting https://www.capforceetf.com/
2.
HOUSEHOLD DELIVERY OF SHAREHOLDER DOCUMENTS
In
order to reduce expenses, the Trust delivers one copy of an annual/semi-annual report, prospectus and/or proxy statement on behalf of
two or more shareholders at a shared address (householding). If you do not wish to participate in householding, please indicate this preference
on your new account application (if you are opening a new account) or call 1-877-FUND890 (877-386-3890) to change the status of your existing
account. You may change your status at any time.
3.
ELECTRONIC DELIVERY OF SHAREHOLDER DOCUMENTS
You
may choose to receive a Fund’s prospectus and annual and semi–annual reports electronically. To sign up for electronic delivery,
visit www.icsdelivery.com and select the first letter of your brokerage firm’s name. Then, select your brokerage institution from
the list that follows, fill out the appropriate information and provide an e-mail address where you would like your information sent.
If your brokerage firm is not listed, electronic delivery may not be available. Please contact your brokerage firm or financial adviser.
4.
TAX NOTICE
For
the fiscal year or period ended October 31, 2025, certain dividends paid by the Funds may be subject to a maximum tax rate of 23.8%,
as provided for the Jobs and Growth Tax Relief Reconciliation Act of 2003.
The
following table lists the percentages of dividend income distributed for the year or period ended October 31, 2025, that were designated
as qualified dividend income under the Jobs and Growth Tax Relief Reconciliation Act of 2003 and qualify for the corporate dividends received
deduction, respectively:
|
|
|
|
|
|
FFTY
|
|
|
0.00% |
|
|
0.00%
|
|
BOUT
|
|
|
0.00 |
|
|
0.00 |
|
|
|
|
|
|
|
|
For
the taxable year ended October 31, 2025, the Funds didn’t pay any ordinary income distributions that were designated as short-term
capital gain distributions under Internal Revenue Section 871(k)2(c).
TABLE OF CONTENTS
Capital-Force
ETF Trust
ADDITIONAL
INFORMATION (Unaudited)(Continued)
The
below information is required disclosure from Form N-CSR
Item
8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There
were no changes in or disagreements with accountants during the period covered by this report.
Item
9. Proxy Disclosure for Open-End Investment Companies.
There
were no matters submitted to a vote of shareholders during the period covered by this report.
Item
10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Refer
to information provided within financial statements.
Item
11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Board
Considerations for Advisory and Sub-Advisory Agreements
At
a meeting held on December 22, 2025 (the “Meeting”), the Board of Trustees (the
“Board” or the Trustees”) of Capital-Force
ETF Trust (the “Trust”), including the Trustees who are not “interested persons”,
as defined in the Investment Company Act of 1940 (the “1940 Act”), of the Trust (the
“Independent Trustees”), approved the investment advisory agreement (the “Investment
Advisory Agreement”) between the Trust and M2 Financial LLC (the “Adviser”)
on behalf of CapForce IBD 50 ETF (FFTY) and CapForce IBD Breakout Opportunities ETF (BOUT) (each a “Fund”)
and the investment sub-advisory agreement (the “Sub-Advisory Agreement”) between the
Adviser and Penserra Capital Management LLC (“Penserra” or the “Sub-Adviser”
and together with the Adviser, the “Fund Advisers”) with respect to each Fund. The
Investment Advisory Agreement and the Sub-Advisory Agreement are collectively referred to as the “Agreements.”
Prior
to the Meeting, the Independent Trustees received and considered information from the Adviser and Sub-Adviser intended to provide the
Board with the information necessary for the Board and a majority of the Independent Trustees to make the determination that the Investment
Advisory Agreement and Sub-Advisory Agreement were each in the best interests of each Fund and its shareholders. Before voting to approve
the Agreements, the Board reviewed these materials and the legal standards for the Board’s consideration of the approval of the
Agreements. Representatives from the Adviser provided the Board with an overview, during the Meeting, of each Fund’s proposed strategy,
the services proposed to be provided to the Funds by the Adviser and Sub-Adviser, the rationale for launching each Fund, each Fund’s
proposed fees, and the operational aspects of each Fund. This information, together with the information, discussions and presentations
provided to the Board at the Meeting, formed the primary (but not exclusive) basis for the Board’s determinations. Throughout the
process, the Trustees were afforded the opportunity to ask questions of, and request additional materials from, the Adviser and Sub-Adviser.
In
determining whether to approve the Agreements, the Board considered all factors they believed relevant, including the following with respect
to each Fund: (1) the nature, extent and quality of services to be provided by the Adviser and Sub-Adviser with respect to each Fund;
(2) comparative fee and expense data for each Fund and other peer investment companies; (3) the estimated costs of the services to be
provided and profits to be realized by the Adviser and Sub-Adviser from those services; (4) the extent to which economies of scale may
be realized as each Fund grows, and whether the fees charged reflects such economies of scale for each Fund’s benefit; (5) the terms
of the Investment Advisory Agreement and Sub-Advisory Agreement; and (6) other benefits to the Adviser and Sub-Adviser resulting from
services rendered to each Fund. The Board’s analysis of these factors is set forth below. In their deliberations to approve the
Agreements, each Trustee, in the exercise of their business judgment, weighed to varying degrees the importance of the information provided
to them, did not identify any single factor or particular information that was all-important or controlling, and considered the information
and made their determinations for each Fund separately and independently of the other Funds. The Board based its decision on the totality
of the circumstances and relevant factors.
The
Board observed that the Funds were created as part of the reorganization of two series of Innovator ETF Trust, the Innovator IBD 50 ETF
and Innovator IBD Breakout Opportunities ETF (the “Target Funds”) into the Funds.
The Board further observed that the Funds have identical investment policies and strategies as the Target Funds. The Board considered
that the reorganizations will shift management responsibility from Innovator Capital Management LLC to the Adviser and that each Fund
will continue to be sub-advised by Penserra, the current sub-adviser to the Target Funds.
TABLE OF CONTENTS
Capital-Force
ETF Trust
ADDITIONAL
INFORMATION (Unaudited)(Continued)
Nature,
Extent and Quality of Services Provided. With regard to the nature, extent and quality of the services
to be provided by the Adviser, the Trustees considered the scope of services to be provided under the Investment Advisory Agreement with
respect to each Fund, noting that the Adviser will be providing, among other things, a continuous investment program for the Funds and
related services. The Trustees reviewed the extensive responsibilities that the Adviser will have as investment adviser to the Funds,
including the oversight of the activities and operations of the Sub-Adviser and other service providers, oversight of general fund compliance
with federal and state laws, and the implementation of Board directives as they relate to the Funds. The Board considered the Adviser’s
operational capabilities and resources and its experience in managing investment portfolios. The Board reviewed the biographies and tenure
of the personnel involved in Trust management and the experience of the Adviser and its affiliates as investment adviser to other investment
companies. The Board recognized the array of professionals employed by the Adviser, and their varying levels of experience and qualifications.
Representatives of the Adviser discussed or otherwise presented their investment philosophies and strategies intended to provide investment
performance consistent with each Fund’s investment objectives. The Board considered the information provided by the Adviser regarding
investment oversight and risk management processes. The Board also considered the Adviser’s resources and compliance structure,
including information regarding its compliance program and compliance record established pursuant to Rule 38a-1 under the 1940 Act
with respect to other investment companies advised by the Adviser.
The
Board considered the nature, extent and quality of the services to be provided by the Sub-Adviser under the Sub-Advisory Agreement. The
Board observed that these services would be same as the those provided by the Sub-Adviser to the Target Funds. The Board noted the responsibilities
that the Sub-Adviser would have as each Fund’s investment sub-adviser, including: implementing the Funds’ investment program,
subject to the supervision and oversight of the Adviser, including by executing placement of orders and selection of brokers or dealers
for such orders and performing related services, rebalancing each Fund’s portfolio, and providing cash management services in accordance
with the investment advice formulated by M2; general portfolio compliance with investment guideline; responsibility for monitoring of
portfolio exposures and reporting to the Board. The Board also considered the Sub-Adviser’s resources and capacity with respect
to portfolio management, compliance, and operations. The Board considered the qualifications, experience, and responsibilities of the
portfolio managers to each Fund and the resources made available to such portfolio managers. The Board also considered the Sub-Adviser’s
experience providing similar services to other investment companies. The Board reviewed information provided regarding the Sub-Adviser’s
trading and brokerage practices, risk management and compliance and regulatory matters.
Based
on their review of the information provided, the Board determined with respect to each Fund that the nature, extent and quality of services
to be provided by the Adviser and the Sub-Adviser were satisfactory.
Fund
Performance. Because each Fund is a newly created series of the Trust, the Board did not review
the performance of the Funds as no track records were available. The Board considered that after the closing of the reorganization, the
Funds will adopt the performance history of the respective Target Funds.
Comparative
Fee and Expense Data. The Board considered that, for FFTY, the ongoing fees and expenses paid
by shareholders of the Target Fund are expected to remain the same after such shareholders become shareholders of the corresponding Fund.
With regard to BOUT, the Board considered that the Target Fund currently operates under a unitary fee structure whereby the Fund pays
a management fee of 0.80% for its investment advisory and administrative services under what is essentially an “all-in” fee
arrangement. The Board noted that BOUT will not use a unitary fee structure and instead will pay an annual management fee of 0.70%, along
with certain other operating expenses. The Board considered that the Adviser would limit the expenses of each Fund to 0.80% until at least
March 2027, which would keep each Fund’s total net expense ratio the same as that of the respective Target Fund.
In
considering each Fund’s fees and expenses, the Board reviewed the fee and expense ratios for a variety of other funds in each Fund’s
peer group. The Board received information from the Adviser comparing the total net expense ratio for each Fund to the expense ratios
of funds in a peer group. In this regard, the Board considered that the total net expense ratio of each Fund was in line with peers. The
Board also considered that the Adviser does not provide investment management services to other investment company and/or non-investment
company clients with similar investment objectives/strategies as the Funds. The Board noted the various administrative, operational, compliance,
legal and corporate communication services required to be handled by the Adviser. The Board recognized that it is difficult to compare
management fees because the scope of investment management services provided may vary from one investment adviser to another and from
one client to another.
TABLE OF CONTENTS
Capital-Force
ETF Trust
ADDITIONAL
INFORMATION (Unaudited)(Continued)
The
Board considered the sub-advisory fee schedule to be paid by to the Sub-Adviser with respect to each Fund and the Sub-Adviser’s
representation that it does not provide services to accounts comparable to the Funds. The Board considered that the Sub-Adviser’s
fee schedule with respect to the Funds would be the substantially the same as the current fee schedule for the services provided to the
Target Funds. The Board considered that the sub-advisory fee schedule was negotiated between the Adviser and the Sub-Adviser, which is
not affiliated with the Adviser. The Board determined that the sub-advisory fee reflected an appropriate allocation of the advisory fee
paid to the Adviser given the work to be performed by each firm.
On
the basis of the information provided, the Board concluded that the Advisor’s management fee and Sub-Adviser’s sub-advisory
fee schedule with respect to each Fund are reasonable.
Cost
of Advisory Services and Profitability. The Board considered the management fee that each Fund
pays to the Adviser under the Investment Advisory Agreement, as well as information from the Adviser regarding the projected profitability.
The Board took into account that the Funds had not yet commenced operations and consequently, the future size of the Funds and the Adviser’s
future profitability were generally unpredictable. The Board considered the profitability analysis provided by the Sub-Adviser with respect
to the Target Funds.
Following
their review, the Board concluded that the costs for services provided by, and the level of profitability to, the Adviser and Sub-Adviser
were reasonable considering the services provided.
Economies
of Scale. The Board considered whether there are expected to be economies of scale with respect
to the management of the Funds as assets grow and whether there is potential for realization of economies of scale. The Board considered
whether economies of scale in the provision of services to the Funds were being passed along to shareholders. The Board noted the Adviser’s
representations that, as the Funds grow through new marketing measures and promotion will provide shareholders the opportunity to participate
in longer holding duration, will allow for added performance, liquidity and market visibility. With respect to the Sub-Adviser, the Board
considered that Sub-Adviser’s fee schedule includes breakpoints that reduce the sub-advisory fees as Fund assets grow.
Other
Benefits. The Board considered the direct and indirect benefits that could be realized by the Adviser
and Sub-Adviser from their relationship with the Funds. The Board considered the extent to which the Adviser and Sub-Adviser utilize soft
dollar arrangements with respect to portfolio transactions and noted that the Adviser does not intend to utilize soft dollars with respect
to the Funds. The Board considered the Sub-Adviser’s soft dollar arrangements with respect to portfolio transactions. The Board
noted there were currently no distribution or service fees being paid by the Funds to the Adviser or its affiliates. The Board considered
that the Adviser and Sub-Adviser may receive some form of reputational benefit from services rendered to the Funds, but that such benefits
are immaterial and cannot otherwise be quantified. The Board concluded that the additional benefits the Adviser and Sub-Adviser would
receive from their relationship with the Funds are reasonable and appropriate.
Conclusion. Based
on all of the information presented to and considered by the Board, including the factors discussed above and other factors, the Board,
and separately the Independent Trustees, determined that each of the Investment Advisory Agreement and Sub-Advisory Agreement, including
the fees payable thereunder, were fair and reasonable and in the best interests of each Fund and its shareholders and they unanimously
voted to approve each of the Investment Advisory Agreement and Sub-Advisory Agreement.
TABLE OF CONTENTS
INVESTMENT
ADVISOR
M2
Financial LLC
27441
Tourney Road, Suite 600,
Valencia,
California 91355
INVESTMENT
SUB-ADVISORS
Penserra
Capital Management, LLC
4
Orinda Way, Suite 100-A
Orinda,
CA 94563
ADMINISTRATOR,
FUND ACCOUNTANT & TRANSFER AGENT
U.S.
Bancorp Fund Services, LLC
615
East Michigan Street
Milwaukee,
WI 53202
DISTRIBUTOR
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
ME 04101
CUSTODIAN
U.S.
Bank, N.A.
1555
North RiverCenter Drive, Suite 302
Milwaukee,
WI 53212
LEGAL
COUNSEL
Chapman
and Cutler LLP
320
South Canal Street, 27th Floor
Chicago,
IL 60606
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Cohen
& Company, Ltd.
342
North Water Street, Suite 830
Milwaukee,
WI 53202
|
(b) |
“Financial Highlights are included within the financial statements filed under Item 7 of this Form.” |
Item 8.
Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
There were no changes in or disagreements with accountants during the period
covered by this report.
Item 9.
Proxy Disclosure for Open-End Management Investment Companies.
Fund Reorganization: On December 22, 2025, the Trust’s Board of Trustees
approved the Agreement and Plan of Reorganization (the “Plan”) to reorganize the Innovator IBD® 50 ETF and Innovator
IBD® Breakout Opportunities ETF (the “Target Funds” and “Predecessor Funds”), each a series of the Innovator
ETF Trust, into the CapForce IBD® 50 ETF and CapForce IBD® Breakout Opportunities ETF (the “Acquiring Funds”), a
newly created series of the Trust (the “Reorganization”). Shareholders for each Target Fund approved the Plan at a special
meeting on April 10, 2026. On April 25, 2026, pursuant to the Plan, each Target Fund transferred all its property and assets to the Acquiring
Fund in exchange solely for voting shares of the Acquiring Fund and the assumption of all the Target Fund’s liabilities. The accounting
and performance history of the shares of each Target Fund was redesignated as that of the corresponding Acquiring Fund.
The Reorganization shifted the management oversight responsibility for each
Fund from Innovator Capital Management, LLC (“Innovator”) to M2 Financial LLC (“M2” and the “Adviser”).
The Adviser engaged Penserra Capital Management, LLC as the sub-adviser to each Acquiring Fund.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
See Item 7(a).
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
See Item 7(a).
Item 12.
Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 13. Portfolio Managers
of Closed-End Management Investment Companies.
Not applicable to open-end management investment companies.
Item 14.
Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end management investment companies.
Item 15. Submission of Matters
to a Vote of Security Holders.
The registrant’s nominating committee charter does not contain
any procedures by which shareholders may recommend nominees to the registrant’s board of [directors/trustees].
Item 16. Controls and Procedures.
|
(a) |
The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the registrant’s disclosure
controls and procedures (as defined in rule 30a-2(c) under the Act (17 CFR 270.30a-2(c) ) based on their evaluation of these controls
and procedures as of a date within 90 days of the filing date of this report, are appropriately designed to ensure that material information
relating to the registrant is made known to such officers and are operating effectively. |
|
(b) |
The registrant’s principal executive officer and principal financial officer have determined that there have been no significant
changes in the registrant’s internal controls or in other factors that could significantly affect these controls during the period
covered by this report, including corrective actions with regard to significant deficiencies and material weaknesses. |
Item 17. Disclosure of Securities
Lending Activities for Closed-End Management Investment Companies
Not applicable to open-end management investment companies.
Item 18. Recovery of Erroneously
Awarded Compensation.
(a) “Not Applicable”
(b) “Not Applicable”
Item 19. Exhibits.
(2) Not Applicable
(3) A separate certification
for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment
Company Act of 1940 (17 CFR 270.30a-2(a)). Filed herewith.
(4) “Not Applicable.”
(5) Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
| |
(Registrant) |
Capital-Force
ETF Trust |
|
| |
By (Signature and Title)* |
/s/ Mark A. MacArthur |
|
| |
|
Mark Andrew MacArthur, Principal Executive Officer |
|
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
| |
By (Signature and Title)* |
/s/ Mark A. MacArthur |
|
| |
|
Mark Andrew MacArthur, Principal Executive Officer |
|
| |
By (Signature and Title)* |
/s/ James Gallo |
|
| |
|
James Gallo, Principal Financial Officer |
|