

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-24094
(Exact name of registrant as specified in charter)
777 E. Wisconsin Ave.
Milwaukee,
WI 53202
(Address of principal executive offices) (Zip code)
The Corporation Trust Company
Corporation Trust Center
1209 Orange St.
New Castle County
Wilmington,
DE 19801
(Name and address of agent for service)
1-888-862-3299
Registrant’s telephone number, including area code
Date of fiscal year end: 12/31/2026
Date of reporting period:
Item 1. Reports to Stockholders.
| (a) |
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Semi-Annual Shareholder Report |
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Fund Name
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Costs of a $10,000 investment1
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Costs paid as a percentage of a $10,000 investment2
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VegaShares SPX NDX RTY Premium Income ETF
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$
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| 1 | Amount shown reflects the expenses of the Fund from inception date through June 30, 2026. Expenses would be higher if the Fund had been in operation for the entire period of this report. |
| 2 | Annualized |
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Net Assets
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$
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Number of Holdings
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Portfolio Turnover
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Top 10 Issuers
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(%)
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Invesco Nasdaq 100 ETF
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%
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Vanguard S&P 500 ETF
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%
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Vanguard Russell 2000 ETF
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%
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First American Government Obligations Fund
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%
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S&P 500 Mini Index (Short)
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%
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Nasdaq-100 Micro Index (Short)
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%
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Russell 2000 Index (Short)
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%
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| VegaShares SPX NDX RTY Premium Income ETF | PAGE 1 | TSR-SAR-92255C409 |
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Semi-Annual Shareholder Report |
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Fund Name
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Costs of a $10,000 investment1
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Costs paid as a percentage of a $10,000 investment2
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VegaShares US Equity Autocallable Income ETF
|
$
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| 1 | Amount shown reflects the expenses of the Fund from inception date through June 30, 2026. Expenses would be higher if the Fund had been in operation for the entire period of this report. |
| 2 | Annualized |
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Net Assets
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$
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Number of Holdings
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Portfolio Turnover
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Top 10 Issuers
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(%)
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First American Government Obligations Fund
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%
|
|
NYSE U.S. 500 Adaptive Vol Autocallable Index
|
|
%
|
| VegaShares US Equity Autocallable Income ETF | PAGE 1 | TSR-SAR-92255C508 |
| (b) | Not applicable. |
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. |
| (b) | Not Applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
| (a) |

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Shares |
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Value
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EXCHANGE
TRADED FUNDS - 99.9% |
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Invesco
Nasdaq 100 ETF(a) |
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2,994 |
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$907,092
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Vanguard
Russell 2000 ETF(a) |
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7,401 |
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898,629
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Vanguard
S&P 500 ETF(a) |
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1,318 |
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905,216
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TOTAL
EXCHANGE TRADED FUNDS
(Cost
$2,609,219) |
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2,710,937
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SHORT-TERM
INVESTMENTS |
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Money
Market Funds - 0.1% |
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First
American Government Obligations Fund - Class X, 3.57%(b) |
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3,981 |
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3,981
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TOTAL
MONEY MARKET FUNDS
(Cost
$3,981) |
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3,981
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TOTAL
INVESTMENTS - 100.0%
(Cost
$2,613,200) |
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$2,714,918
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Liabilities
in Excess of Other
Assets
- (0.0)%(c) |
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(97)
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TOTAL
NET ASSETS - 100.0% |
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$2,714,821 | |
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(a) |
Fair value of this
security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is
available from the SEC’s EDGAR database at www.sec.gov. |
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(b) |
The rate shown
represents the 7-day annualized yield as of June 30, 2026. |
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(c) |
Represents less than
0.05% of net assets. |
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1 |
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Notional
Amount |
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Contracts |
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Value
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WRITTEN
OPTIONS - (0.1)% |
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Call
Options - (0.1)%(a) |
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Nasdaq-100
Micro Index, Expiration: 07/01/2026; Exercise Price: $305.09 |
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$(908,280) |
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(30) |
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$(540)
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Russell
2000 Index, Expiration: 07/01/2026; Exercise Price: $3,048.56 |
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(907,310) |
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(3) |
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(543)
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S&P
500 Mini Index, Expiration: 07/01/2026; Exercise Price: $752.94 |
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(899,928) |
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(12) |
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(540)
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TOTAL
WRITTEN OPTIONS
(Premiums
received $1,553) |
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$(1,623) | ||
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(a) |
Exchange-traded. |
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2 |
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Shares |
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Value
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MONEY
MARKET FUNDS - 36.1% |
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First
American Government Obligations Fund - Class X, 3.57%(a)(b) |
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4,451,533 |
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$4,451,533
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TOTAL
MONEY MARKET FUNDS
(Cost
$4,451,533) |
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4,451,533
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TOTAL
INVESTMENTS - 36.1%
(Cost
$4,451,533) |
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$4,451,533
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Other
Assets in Excess of
Liabilities
- 63.9% |
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7,889,518
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TOTAL
NET ASSETS - 100.0% |
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$12,341,051 | |
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(a) |
The rate shown
represents the 7-day annualized yield as of June 30, 2026. |
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(b) |
Fair value of this
security exceeds 25% of the Fund’s net assets. Additional information for this security, including the financial statements, is
available from the SEC’s EDGAR database at www.sec.gov. |
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3 |
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Reference
Entity |
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Counterparty |
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Pay/
Receive Reference Entity |
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Financing
Rate |
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Payment
Frequency |
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Maturity
Date |
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Notional
Amount |
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Value/
Unrealized Appreciation (Depreciation) |
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NYSE
U.S. 500 Adaptive Vol Autocallable Index |
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Goldman
Sachs |
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Receive |
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OBFR |
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Termination |
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05/11/2029 |
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$12,335,199 |
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$128,174
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Net
Unrealized Appreciation (Depreciation) |
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128,174 | ||||||||||||||||||
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4 |
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VegaShares
SPX
NDX RTY
Premium
Income
ETF |
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VegaShares
US
Equity
Autocallable
Income
ETF |
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ASSETS: |
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Investments,
at value |
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$2,714,918 |
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$4,451,533
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Receivable
for fund shares sold |
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532,760 |
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981,100
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Receivable
for investments sold |
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11,573 |
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—
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Dividends
receivable |
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15 |
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2,023
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Unrealized
Appreciation on Swap Contract - OTC |
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— |
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128,174
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Cash |
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— |
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6,781,900
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Total
assets |
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3,259,266 |
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12,344,730
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LIABILITIES: |
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Written
options, at value |
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1,623 |
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—
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Payable
to custodian |
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534,313 |
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—
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Due
to broker |
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7,520 |
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—
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Payable
to Adviser |
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989 |
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3,679
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Total
liabilities |
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544,445 |
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3,679
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NET
ASSETS |
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$
2,714,821 |
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$12,341,051
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Net
Assets Consist of: |
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Paid-in
capital |
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$2,612,062 |
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$12,295,855
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Total
distributable earnings |
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102,759 |
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45,196
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Total
net assets |
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$
2,714,821 |
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$12,341,051
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Net
assets |
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$2,714,821 |
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$12,341,051
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Shares
issued and outstanding (unlimited shares authorized without par value) |
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100,000 |
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500,000
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Net
asset value per share |
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$27.15 |
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$24.68
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Cost: |
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Investments,
at cost |
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$2,613,200 |
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$4,451,533
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Proceeds: |
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Written
options premium received |
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$1,553 |
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$— |
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5 |
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VegaShares
SPX
NDX RTY
Premium
Income
ETF(a) |
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VegaShares
US
Equity
Autocallable
Income
ETF(b) |
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INVESTMENT
INCOME: |
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Dividend
income |
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$4,233 |
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$2,115
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Interest
income |
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169 |
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11,660
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Total
investment income |
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4,402 |
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13,775
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EXPENSES: |
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Investment
advisory fee |
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2,219 |
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4,167
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Total
expenses |
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2,219 |
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4,167
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NET
INVESTMENT INCOME |
|
|
2,183 |
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9,608
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REALIZED
AND UNREALIZED GAIN (LOSS) |
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Net
realized gain (loss) from: |
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Investments |
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132,709 |
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14
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Written
options expired or closed |
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(91,581) |
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—
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Net
realized gain (loss) |
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41,128 |
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14
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Net
change in unrealized appreciation (depreciation) on: |
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Investments |
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101,718 |
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—
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Written
options |
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(70) |
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—
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Swap
contracts |
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— |
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128,174
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Net
change in unrealized appreciation (depreciation) |
|
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101,648 |
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|
128,174
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Net
realized and unrealized gain (loss) |
|
|
142,776 |
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|
128,188
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NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$
144,959 |
|
|
$137,796 |
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(a) |
Inception date of
the Fund was April 1, 2026. |
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(b) |
Inception date of
the Fund was May 11, 2026. |
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6 |
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VegaShares
SPX
NDX RTY
Premium
Income
ETF |
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VegaShares
US
Equity
Autocallable
Income
ETF |
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|
Period
Ended June
30,
2026(a)
(Unaudited) |
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Period
Ended
June 30,
2026(b)
(Unaudited)
|
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OPERATIONS: |
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Net
investment income (loss) |
|
|
$2,183 |
|
|
$9,608
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Net
realized gain (loss) |
|
|
41,128 |
|
|
14
|
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Net
change in unrealized appreciation (depreciation) |
|
|
101,648 |
|
|
128,174
|
|
Net
increase (decrease) in net assets from operations |
|
|
144,959 |
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|
137,796
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DISTRIBUTIONS
TO SHAREHOLDERS: |
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Distributions |
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(42,200) |
|
|
(92,600) |
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Total
distributions to shareholders |
|
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(42,200) |
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(92,600)
|
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CAPITAL
TRANSACTIONS: |
|
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|
Shares
sold |
|
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2,612,062 |
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|
12,295,855
|
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Net
increase (decrease) in net assets from capital transactions |
|
|
2,612,062 |
|
|
12,295,855
|
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NET
INCREASE (DECREASE) IN NET ASSETS |
|
|
2,714,821 |
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|
12,341,051
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NET
ASSETS: |
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|
Beginning
of the period |
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|
— |
|
|
—
|
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End
of the period |
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$
2,714,821 |
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$
12,341,051 |
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SHARES
TRANSACTIONS |
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Shares
sold |
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100,000 |
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|
500,000
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Total
increase (decrease) in shares outstanding |
|
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100,000 |
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500,000 |
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(a) |
Inception date of
the Fund was April 1, 2026. |
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(b) |
Inception date of
the Fund was May 11, 2026. |
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7 |
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Period
Ended
June 30, 2026(a)
(Unaudited)
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PER
SHARE DATA: |
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Net
asset value, beginning of period |
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$25.00
|
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INVESTMENT
OPERATIONS: |
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|
|
Net
investment income(b) |
|
|
0.04
|
|
Net
realized and unrealized gain (loss) on investments(c) |
|
|
2.91
|
|
Total
from investment operations |
|
|
2.95
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LESS
DISTRIBUTIONS FROM: |
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|
|
Distributions |
|
|
(0.80) |
|
Total
distributions |
|
|
(0.80)
|
|
Net
asset value, end of period |
|
|
$27.15
|
|
Total
return(d) |
|
|
11.86%
|
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SUPPLEMENTAL
DATA AND RATIOS: |
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|
|
Net
assets, end of period (in thousands) |
|
|
$2,715
|
|
Ratio
of expenses to average net assets(e)(f) |
|
|
0.68%
|
|
Ratio
of net investment income (loss) to average net assets(e)(f) |
|
|
0.67%
|
|
Portfolio
turnover rate(d)(g) |
|
|
6% |
|
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|
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(a) |
Inception date of
the Fund was April 1, 2026. |
|
(b) |
Net investment income
per share has been calculated based on average shares outstanding during the period. |
|
(c) |
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
period and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. |
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(d) |
Not annualized for
periods less than one year. |
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(e) |
Annualized for periods
less than one year. |
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(f) |
Ratios do not include
the expenses of the underlying investment companies in which the Fund invests. |
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(g) |
Portfolio turnover
rate excludes in-kind transactions. |
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8 |
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Period
Ended
June 30, 2026(a)
(Unaudited)
|
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PER
SHARE DATA: |
|
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|
|
Net
asset value, beginning of period |
|
|
$25.00
|
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INVESTMENT
OPERATIONS: |
|
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|
|
Net
investment income(b) |
|
|
0.06
|
|
Net
realized and unrealized gain (loss) on investments(c) |
|
|
0.08
|
|
Total
from investment operations |
|
|
0.14
|
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LESS
DISTRIBUTIONS FROM: |
|
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|
|
Distributions |
|
|
(0.46) |
|
Total
distributions |
|
|
(0.46)
|
|
Net
asset value, end of period |
|
|
$24.68
|
|
Total
return(d) |
|
|
0.57%
|
|
SUPPLEMENTAL
DATA AND RATIOS: |
|
|
|
|
Net
assets, end of period (in thousands) |
|
|
$12,341
|
|
Ratio
of expenses to average net assets(e) |
|
|
0.74%
|
|
Ratio
of net investment income (loss) to average net assets(e) |
|
|
1.71%
|
|
Portfolio
turnover rate(d)(f) |
|
|
—% |
|
|
|
|
|
|
(a) |
Inception date of
the Fund was May 11, 2026. |
|
(b) |
Net investment income
per share has been calculated based on average shares outstanding during the period. |
|
(c) |
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
period and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. |
|
(d) |
Not annualized for
periods less than one year. |
|
(e) |
Annualized for periods
less than one year. |
|
(f) |
Portfolio turnover
rate excludes in-kind transactions. |
|
|
|
9 |
|
|
|
Level 1 – |
Unadjusted quoted prices in active markets
for identical assets or liabilities that the Funds have the ability to access. |
|
|
|
10 |
|
|
|
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 securities, interest rates, prepayment speeds, credit risk,
yield curves, default rates and similar data. |
|
Level 3 – |
Significant unobservable inputs, including
the Advisor’s own assumptions in determining fair value of investments. |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
VegaShares SPX NDX RTY Premium Income ETF*
|
|
|
|
|
|
|
||||||
|
Assets:
|
|
|
|
|
|
|
|
|
||||
|
Investments:
|
|
|
|
|
|
|
|
|
||||
|
Exchange-Traded
Funds |
|
|
$
2,710,937 |
|
|
$—
|
|
|
$
— |
|
|
$
2,710,937 |
|
Money
Market Funds |
|
|
3,981
|
|
|
—
|
|
|
—
|
|
|
3,981
|
|
Total
Investments |
|
|
$
2,714,918 |
|
|
$—
|
|
|
$—
|
|
|
$
2,714,918 |
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||
|
Investments:
|
|
|
|
|
|
|
|
|
||||
|
Written
Options |
|
|
$—
|
|
|
$(1,623)
|
|
|
$—
|
|
|
$(1,623)
|
|
Total
Investments |
|
|
$—
|
|
|
$(1,623)
|
|
|
$—
|
|
|
$(1,623)
|
|
VegaShares
US Equity Autocallable Income ETF* |
|
|
|
|
|
|
|
|
||||
|
Investments:
|
|
|
|
|
|
|
|
|
||||
|
Money
Market Funds |
|
|
$
4,451,533 |
|
|
$—
|
|
|
$—
|
|
|
$
4,451,533 |
|
Total
Investments |
|
|
$
4,451,533 |
|
|
$—
|
|
|
$—
|
|
|
$
4,451,533 |
|
Other
Financial Instruments |
|
|
|
|
|
|
|
|
||||
|
Total
Return Swaps** |
|
|
$—
|
|
|
$128,174
|
|
|
$—
|
|
|
$128,174
|
|
Total
Other Financial Instruments |
|
|
$—
|
|
|
$128,174
|
|
|
$—
|
|
|
$128,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Refer to the Schedule of Investments for further
disaggregation of investment categories. |
|
** |
The fair value of the Fund’s investment represents
the unrealized appreciation (depreciation) as of June 30, 2026. |
|
|
|
12 |
|
|
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
|
|
|
Counterparty
|
|
|
Investment
Type |
|
|
Gross
Amounts
of
Recognized
Assets/
(Liabilities)
Presented
in
the
Statements
of
Assets
and
Liabilities
|
|
|
Gross
Amounts
Offset
in
the
Statements
of
Assets and
Liabilities
|
|
|
Net
Amount
Presented
in
the
Statements
of
Assets and
Liabilities
|
|
|
Gross
Amounts not
Offset
in the Statements
of
Assets and Liabilities* |
|
|
Net
Amount
| |||
|
|
Financial
Instruments
|
|
|
Collateral
Paid
|
| |||||||||||||||||||
|
VAIE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Assets
|
|
|
Goldman
Sachs |
|
|
Total
Return
Swap
Contracts |
|
|
$128,174
|
|
|
$ —
|
|
|
$128,174
|
|
|
$ —
|
|
|
$ —
|
|
|
$128,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Over-collateralization of financial instruments
or cash is not shown. |
|
|
|
|
|
|
VAIE
|
|
|
$7,218,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchased
Call
Options |
|
|
Written
Call
Options |
|
ODTE |
|
|
$ —
|
|
|
$369,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative
|
|
|
Statements
of Assets and Liabilities |
|
|
Assets
|
|
|
Liabilities
|
|
ODTE |
|
|
Equity
Risk Contracts |
|
|
Written
options at value |
|
|
$—
|
|
|
$1,623
|
|
VAIE |
|
|
Equity
Risk Swap Contracts |
|
|
Unrealized
appreciation/depreciation
on
swap contracts |
|
|
128,174
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Derivative
|
|
|
Statement
of Operations |
|
|
Net
Realized
Gain
(Loss) |
|
|
Net
Change
in
Unrealized
Appreciation/
Depreciation
|
|
ODTE |
|
|
Equity
Risk Contracts |
|
|
Option
Contracts |
|
|
$
(91,581) |
|
|
$(70)
|
|
VAIE |
|
|
Equity
Risk Swap Contracts |
|
|
Swap
Contracts |
|
|
—
|
|
|
128,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Purchased options are included in net realized
gain (loss) and change in unrealized appreciation (depreciation) from investments, respectively. |
|
|
|
14 |
|
|
|
|
|
15 |
|
|
|
|
|
16 |
|
|
|
|
|
17 |
|
|
|
|
|
18 |
|
|
|
|
|
19 |
|
|
|
|
|
20 |
|
|
|
|
|
21 |
|
|
|
|
|
22 |
|
|
| (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.
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 Management Investment Companies.
All fund expenses, including Trustee compensation, are paid by the Investment Adviser pursuant to the Investment Advisory Agreement. Additional information related to those fees is available in the Fund’s Statement of Additional Information.
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.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.
Item 16. Controls and Procedures.
| (a) | The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider. |
| (b) | There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
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.
| (a) | (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable. |
(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not Applicable.
(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not Applicable.
| (5) | Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not Applicable. |
| (b) | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. |
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) | VegaShares ETF Trust |
| By (Signature and Title)* | /s/ Adam Stempel | ||
| Adam Stempel, Principal Executive Officer |
| Date | 9/1/2026 |
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/ Adam Stempel | ||
| Adam Stempel, Principal Executive Officer |
| Date | 9/1/2026 |
| By (Signature and Title)* | /s/ Soth Chin | ||
| Soth Chin, Principal Financial Officer |
| Date | 08/31/2026 |
* Print the name and title of each signing officer under his or her signature.