1933 Act File No.: 333-298013

1940 Act File No.: 811-23503

 

Securities and Exchange Commission
Washington, D.C. 20549

 

Amendment No. 1
to Form S-6

for Registration under the Securities Act of 1933

of Securities of Unit Investment
Trusts Registered on Form N-8B-2

 

A.Exact name of trust: m+ funds Trust

 

B.Name of depositor: iCapital Markets LLC

 

C.Complete address of depositor’s principal executive offices:

 

iCapital Markets LLC

60 East 42nd Street, 26th Floor

New York, New York 10165

 

D.Name and complete address of agent for service:

 

  With a copy to:
   

Stephen Clancy

Alaia Capital, LLC

60 East 42nd St.

27th Floor

New York, NY 10165

Anna T. Pinedo
Bradley Berman

Mayer Brown LLP

1221 Avenue of the Americas

New York, New York 10020

 

It is proposed that this filing will become effective (check appropriate box)

 

¨immediately upon filing pursuant to paragraph (b)

 

¨on (date) pursuant to paragraph (b)

 

¨60 days after filing pursuant to paragraph (a)(1)

 

¨on (date) pursuant to paragraph (a)(1) of rule 485.

 

If appropriate, check the following box:

 

¨this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

E.Title of securities being registered: Units of undivided beneficial interest in the trust

 

F.Approximate date of proposed public offering:

 

¨Check box if it is proposed that this filing will become effective on (date) at (time) pursuant to Rule 487.

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

   
 

 

The information in this prospectus is not complete and may be changed. No one may sell units of the trust until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell units and is not soliciting an offer to buy units in any state where the offer or sale is not permitted.

 

Preliminary Prospectus Dated August 12, 2026

Subject to Completion

 

 

 

m+ Buffer 20 Fund

 

m+ funds Trust, Series 1-60

 

(A unit investment trust that is a series of m+ funds Trust)

 

 

m+ funds Trust (the “trust”) is a unit investment trust that is a Delaware statutory trust organized in series. iCapital Markets LLC serves as the sponsor of the trust and each trust series.

 

The attached final prospectus for the prior series of the trust is hereby used as the preliminary prospectus for the above-referenced series. The narrative information and structure of the attached final prospectus will be substantially similar to that of the final prospectus for this series, except that the Reference Asset will be the VanEck Semiconductor ETF. Information with respect to pricing, the number of units, dates and summary information regarding the characteristics of securities to be deposited in this series is not available as of this date and will be different because each series has a unique portfolio. Accordingly, the information contained herein with regard to the previous series should be considered as being included for informational purposes only.

 

The registration statement relating to the units of this series is not complete, may be changed and is not yet effective. Information contained herein is subject to completion or amendment. The units of this series may neither be sold nor may an offer to buy such units be accepted prior to the time the registration statement becomes effective. This prospectus shall neither constitute an offer to sell nor be considered a solicitation of an offer to buy the units. There shall be no sale of the units in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Incorporated herein by reference is the final prospectus for the m+ Buffer 20 Fund, m+ funds Trust, Series 1-59 (Registration No. 333-296340) as filed on June 30, 2026 which shall be used as the preliminary prospectus for this series.

 

Risks Relating to the VanEck® Semiconductor ETF (the “SMH”)

 

An investment in the units is subject to risks associated with foreign securities markets.

 

The SMH includes the securities of foreign companies and you should be aware that investments in units linked to the value of foreign equity securities involve particular risks. Foreign securities markets may have less liquidity and may be more volatile than the U.S. securities markets, and market developments may affect foreign markets differently than U.S. securities markets. Direct or indirect government intervention to stabilize a foreign securities market, as well as cross-shareholdings in foreign companies, may affect trading prices and volumes in those markets. Also, there is generally less publicly available information about non-U.S. companies that are not subject to the reporting requirements of the SEC, and non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies.

 

The prices and performance of securities of non-U.S. companies are subject to political, economic, financial, military and social factors which could negatively affect foreign securities markets, including the possibility of recent or future changes in a foreign government's economic, monetary and fiscal policies, the possible imposition of, or changes in, currency exchange laws or other laws or restrictions applicable to foreign companies or investments in foreign equity securities, the possibility of imposition of withholding taxes on dividend income, the possibility of fluctuations in the rate of exchange between currencies, the possibility of outbreaks of hostility or political instability and the possibility of natural disaster or adverse public health developments. Moreover, the relevant non-U.S. economies may differ favorably or unfavorably from the U.S. economy in important respects, such as growth of gross national product, rate of inflation, trade surpluses or deficits, capital reinvestment, resources and self-sufficiency.

 

   
 

 

The securities held by the SMH may be listed on a foreign stock exchange. A foreign stock exchange may impose trading limitations intended to prevent extreme fluctuations in individual security prices and may suspend trading in certain circumstances. These actions could limit variations in the closing price of the SMH which could, in turn, adversely affect the return on the units.

 

Exchange rate movements may impact the value of the units.

 

The units will be denominated in U.S. dollars. Since the value of the non-U.S. securities held by the SMH is quoted in a currency other than U.S. dollars and, as per the SMH, is converted into U.S. dollars, any amounts payable on the units will depend in part on the relevant exchange rates.

 

All of the securities held by the SMH are concentrated in one sector.

 

All of the securities held by the SMH are issued by companies in the semiconductor production and equipment sector. As a result, the securities that will determine the price of the SMH are concentrated in one sector. Although an investment in the units will not give holders any ownership or other direct interests in the securities held by the SMH, the return on the units will be subject to certain risks similar to those associated with direct equity investments in the semiconductor production and equipment sector. The units may be subject to greater volatility and be more adversely affected by a single positive or negative economic, political or regulatory occurrence affecting this sector than a different investment linked to securities of a more broadly diversified group of issuers.

 

Adverse conditions in the semiconductor production and equipment sector may reduce your return on the units.

 

All or substantially all of the stocks held by the SMH are issued by companies whose primary line of business is directly associated with the semiconductor production and equipment sector. The SMH is subject to the risk that companies that are in the semiconductor production and equipment sector may be similarly affected by particular economic or market events. As product cycles shorten and manufacturing capacity increases, these companies may become increasingly subject to aggressive pricing, which hampers profitability. Semiconductor companies are vulnerable to wide fluctuations in securities prices due to rapid product obsolescence. Many semiconductor companies may not successfully introduce new products, develop and maintain a loyal customer base or achieve general market acceptance for their products, and failure to do so could have a material adverse effect on their business, results of operations and financial condition. Reduced demand for end-user products, underutilization of manufacturing capacity, and other factors could adversely impact the operating results of companies in the semiconductor production and equipment sector. Semiconductor companies typically face high capital costs and such companies may need additional financing, which may be difficult to obtain. They also may be subject to risks relating to research and development costs, and the availability and price of components. Moreover, they may be heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. In addition, natural disasters, acts of terrorism or war could cause disruptions in manufacturing operations of semiconductor companies.

 

Some of the companies involved in the semiconductor production and equipment sector are also engaged in other lines of business unrelated to the semiconductor business, and they may experience problems with these lines of business, which could adversely affect their operating results. The international operations of many semiconductor companies, and the fact that many of them are organized outside the U.S., expose them to risks associated with instability and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations, tariffs and trade disputes, competition from subsidized foreign competitors with lower production costs and other risks inherent to international business. The semiconductor production and equipment sector is highly cyclical, which may cause the operating results of many semiconductor companies to vary significantly. Companies in the semiconductor production and equipment sector also may be subject to competition from new market entrants. The stock prices of companies in the semiconductor production and equipment sector have been and will likely continue to be extremely volatile compared to the overall market. These factors could affect the semiconductor production and equipment sector and could affect the prices of the equity securities held by the SMH and consequently, the price of the SMH during the term of the units, which may adversely affect the return on your units.

 

   
 

 

A limited number of securities may affect the value of the SMH, and the Underlying Index is not necessarily representative of the semiconductor production and equipment sector.

 

The number of securities held by the SMH is limited. In addition, a few top securities held by the SMH may constitute a substantial portion of its net assets. Any reduction in the market price of those securities is likely to have a substantial adverse impact on the price of the SMH and the return on the units.

 

While the securities included in the MVIS® US Listed Semiconductor 25 Index (the “Underlying Index”) are equity securities of companies generally considered to be involved in the semiconductor production and equipment sector, the securities included in the Underlying Index may not follow the price movements of the entire semiconductor production and equipment sector generally. If the securities included in the Underlying Index (and, accordingly, the securities held by the SMH) decline in value, the SMH will decline in value even if security prices in the semiconductor production and equipment sector generally increase in value.

 

The performance of the Reference Asset may not correlate with the performance of its Underlying Index as well as the net asset value per share of the Reference Asset, especially during periods of market volatility.

 

Although the Reference Asset is designed to track the performance of its Underlying Index, the performance of the Reference Asset and that of its Underlying Index generally will vary due to, for example, transaction costs, management fees, certain corporate actions, and timing variances. Moreover, it is also possible that the performance of the Reference Asset may not fully replicate or may, in certain circumstances, diverge significantly from the performance of its Underlying Index. This could be due to, for example, the Reference Asset not holding all or substantially all of the underlying assets included in the Underlying Index and/or holding assets that are not included in the Underlying Index, the temporary unavailability of certain securities in the secondary market, the performance of any derivative instruments held by the Reference Asset, differences in trading hours between the Reference Asset (or the underlying assets held by the Reference Asset) and the Underlying Index, or due to other circumstances. This variation in performance is called the “tracking error,” and, at times, the tracking error may be significant.

 

In addition, because the shares of the Reference Asset are traded on a securities exchange and are subject to market supply and investor demand, the market price of one share of the Reference Asset may differ from its net asset value per share; shares of the Reference Asset may trade at, above, or below its net asset value per share.

 

During periods of market volatility, securities held by the Reference Asset may be unavailable in the secondary market, market participants may be unable to calculate accurately the net asset value per share of the Reference Asset and the liquidity of the Reference Asset may be adversely affected. This kind of market volatility may also disrupt the ability of market participants to create and redeem shares of the Reference Asset. Further, market volatility may adversely affect, sometimes materially, the prices at which market participants are willing to buy and sell shares of the Reference Asset. As a result, under these circumstances, the market value of shares of the Reference Asset may vary substantially from the net asset value per share of the Reference Asset.

 

For the foregoing reasons, the performance of the Reference Asset may not match the performance of its Underlying Index over the same period. Because of this variance, the return on the units, to the extent dependent on the performance of the Reference Asset, may not be the same as an investment directly in the securities, commodities, or other assets included in the Underlying Index or the same as a debt security with a return linked to the performance of the Underlying Index.

 

UNDERTAKING TO FILE REPORTS

 

Subject to the terms and conditions of Section 15 (d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.

 

  
 

 

Contents of Registration Statement

 

This Registration Statement comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The consents
of the initial evaluator, independent public accountants and legal counsel

 

The following exhibits:

 

1.1 Master Trust Agreement by and among Axio Financial LLC, as depositor, Alaia Capital, LLC, as portfolio consultant, evaluator and supervisor, and The Bank of New York Mellon, as trustee  (incorporated by reference to Exhibit A(1)(a) to the  registration statement on Form N-8B-2 of m+ funds Trust (File No. 811-23503) as filed on December 26, 2019)
   
1.1.1 Amendment No. 1 dated September 24, 2021 to the Master Trust Agreement, by and among Cowen and Company, LLC (as successor in interest to Cowen Prime Services, LLC), as the original depositor, Axio Financial LLC, as the successor depositor, Alaia Capital, LLC, as the portfolio consultant, evaluator and supervisor, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit A(1)(a)(i) to the amendment to the registration statement on Form N-8B-2/A of m+ funds Trust (File No. 811-23503) as filed on September 24, 2021)
   
1.1.2 Amendment No. 2 dated September 8, 2022 to the Master Trust Agreement, by and among Axio Financial LLC, as depositor and evaluator, Alaia Capital, LLC, as portfolio consultant and supervisor, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 1.1.2 to the registration statement on Form S-6 of m+ funds Trust (File No. 333- 267616), as filed on September 26, 2022)
   
1.1.3 Form of Standard Terms and Conditions of Trust for m+ funds Trust among Axio Financial LLC, as depositor, The Bank of New York Mellon, as trustee, and Alaia Capital, LLC, as portfolio consultant, evaluator and supervisor (incorporated by reference to Exhibit A(1)(c) to the registration statement on Form N-8B-2 of m+ funds Trust (File No. 811-23503) as filed on December 26, 2019)
   
1.1.4 Form of Series Trust Agreement by and among Axio Financial LLC, as depositor, Alaia Capital, LLC, as portfolio consultant, evaluator and supervisor, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit A(1)(b) to the amendment to the registration statement on Form N-8B-2/A of m+ funds Trust (File No. 811-23503) as filed on September 24, 2021)
   
1.2 Certificate of Formation of Axio Financial LLC (incorporated by reference to Exhibit A(6)(a) to the amendment to the registration statement on Form N-8B-2/A of m+ funds Trust (File No. 811-23503) as filed on September 24, 2021)
   
1.2.1 Certificate of Merger of iCapital Securities, LLC with and into Axio Financial LLC, dated November 30, 2023 (incorporated by reference to Exhibit 1.2.1 of the registration statement on Form S-6/A of m+ Funds Trust (File No. 333-275169) as filed on January 3, 2024)
   
1.3

Amended and Restated Limited Liability Company Agreement of Axio Financial LLC (incorporated by reference to Exhibit A(6)(b) to the amendment to the registration statement on Form N-8B-2/A of m+ funds Trust (File No. 811-23503) as filed on September 24, 2021)

 

   
1.3.1

Second Amended and Restated Limited Liability Company Agreement of iCapital Markets LLC (f/k/a Axio Financial LLC), dated as of November 30, 2023 (incorporated by reference to Exhibit 1.3.1 of the registration statement on Form S-6/A of m+ Funds Trust (File No. 333-275169) as filed on January 3, 2024)

 

   
2.2 Form of Code of Ethics of Axio Financial LLC (incorporated by reference to Exhibit A(11) to the amendment to the registration statement on Form N-8B-2/A of m+ funds Trust (File No. 811-23503) as filed on September 24, 2021)

 

  
 

 

3.1 Opinion of counsel as to legality of securities being registered (to be filed by amendment)
   
4.1 Consent of depositor as evaluator (to be filed by amendment)
   
4.2 Consent of independent auditors (to be filed by amendment)
   
99.1 Power of Attorney (previously filed)
   
99.2 Appointment of Axio Financial LLC, as successor depositor (incorporated by reference to Exhibit 99.2 to the amendment to the registration statement on Form N-8B-2/A of m+ funds Trust (File No. 811-23503) as filed on September 24, 2021)
   
99.3 Resignation of Alaia Capital, LLC, as evaluator for m+ funds Trust, dated September 8, 2022 (incorporated by reference to Exhibit 99.3 to the registration statement on Form S-6 of m+ funds Trust (File No. 333- 267616), as filed on September 26, 2022)
   
99.4 Appointment of Axio Financial LLC, as evaluator for m+ funds Trust, dated September 8, 2022 (incorporated by reference to Exhibit 99.4 to the registration statement on Form S-6 of m+ funds Trust (File No. 333- 267616), as filed on September 26, 2022)

 

  
 

 

Signatures

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant, m+ funds Trust, has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 12th day of August , 2026.

 

  m+ funds Trust  
     
  By: iCapital Markets LLC  
       
  By: /s/ Gary Gallagher  
    Name:  Gary Gallagher  
    Title:  Principal Executive Officer  

 

 

Pursuant to the requirements of the Securities Act of 1933, the Sponsor, iCapital Markets LLC, has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 12th day of August , 2026.

 

  iCapital Markets LLC  
     
  By: /s/ Gary Gallagher  
    Name:  Gary Gallagher  
    Title:  Principal Executive Officer  

 

  
 

 

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 12th day of August, 2026. 

 

Title Signature
   
   
Principal Executive Officer /s/ Gary Gallagher
  Name:  Gary Gallagher
   
   
Principal Financial Officer /s/ Brett Scholnick
  Name:   Brett Scholnick
   
   
Principal Accounting Officer /s/ Brett Scholnick
  Name:   Brett Scholnick