Item
7. Financial Statements and Financial Highlights for Open-End Investment Companies.
Financial
Statements
June
30, 2026 (Unaudited)
Tidal
Trust III
Alpha
Brands™ Consumption Leaders ETF | LOGO | The Nasdaq Stock Market, LLC
Alpha
Brands™ Consumption Leaders ETF
Table
of Contents
Alpha
Brands™ Consumption Leaders ETF
Schedule
of Investments
June
30, 2026 (Unaudited)
| COMMON STOCKS - 100.0% |
|
Shares |
|
|
Value |
|
| Banking - 1.0% |
|
|
|
|
|
|
|
|
| JPMorgan Chase & Co. |
|
|
998 |
|
|
$ |
326,675 |
|
| |
|
|
|
|
|
|
|
|
| Consumer Discretionary Products - 2.0% |
|
|
|
|
|
|
|
|
| Adidas AG, ADR |
|
|
6,571 |
|
|
|
673,987 |
|
| |
|
|
|
|
|
|
|
|
| Consumer Discretionary Services - 3.9% |
|
|
|
|
|
|
|
|
| Hilton Worldwide Holdings, Inc. |
|
|
935 |
|
|
|
308,980 |
|
| Liberty Media
Corp-Liberty Formula One - Series C(a) |
|
|
3,629 |
|
|
|
345,263 |
|
| Marriott International, Inc. |
|
|
828 |
|
|
|
306,849 |
|
| Viking
Holdings Ltd.(a) |
|
|
3,373 |
|
|
|
353,052 |
|
| |
|
|
|
|
|
|
1,314,144 |
|
| |
|
|
|
|
|
|
|
|
| Financial Services - 7.6% |
|
|
|
|
|
|
|
|
| Apollo Global Management, Inc. |
|
|
4,869 |
|
|
|
576,052 |
|
| Blackstone, Inc. |
|
|
5,364 |
|
|
|
631,182 |
|
| Capital One Financial Corp. |
|
|
1,631 |
|
|
|
327,211 |
|
| Visa, Inc. - Class A |
|
|
3,001 |
|
|
|
1,029,613 |
|
| |
|
|
|
|
|
|
2,564,058 |
|
| |
|
|
|
|
|
|
|
|
| Health Care - 10.8% |
|
|
|
|
|
|
|
|
| AbbVie, Inc. |
|
|
3,058 |
|
|
|
769,515 |
|
| AstraZeneca PLC |
|
|
3,806 |
|
|
|
721,694 |
|
| Eli Lilly & Co. |
|
|
1,213 |
|
|
|
1,454,908 |
|
| Novo Nordisk A/S - Class B, ADR |
|
|
14,504 |
|
|
|
695,322 |
|
| |
|
|
|
|
|
|
3,641,439 |
|
| |
|
|
|
|
|
|
|
|
| Industrial Products - 16.2% |
|
|
|
|
|
|
|
|
| Axon Enterprise,
Inc.(a) |
|
|
1,148 |
|
|
|
643,580 |
|
| Caterpillar, Inc. |
|
|
335 |
|
|
|
356,741 |
|
| Deere & Co. |
|
|
560 |
|
|
|
355,225 |
|
| Eaton Corp. PLC |
|
|
1,563 |
|
|
|
666,026 |
|
| GE Aerospace |
|
|
1,850 |
|
|
|
691,400 |
|
| GE Vernova, Inc. |
|
|
595 |
|
|
|
699,042 |
|
| HEICO Corp. |
|
|
1,958 |
|
|
|
697,420 |
|
| L3Harris Technologies, Inc. |
|
|
1,112 |
|
|
|
323,136 |
|
| RTX Corp. |
|
|
1,775 |
|
|
|
336,771 |
|
| TransDigm Group, Inc. |
|
|
502 |
|
|
|
668,684 |
|
| |
|
|
|
|
|
|
5,438,025 |
|
| |
|
|
|
|
|
|
|
|
| Materials - 1.1% |
|
|
|
|
|
|
|
|
| Corteva, Inc. |
|
|
4,295 |
|
|
|
363,744 |
|
The
accompanying notes are an integral part of these financial statements.
| Media - 13.7% |
|
|
|
|
|
|
| Alphabet, Inc. - Class A |
|
|
2,740 |
|
|
$ |
979,194 |
|
| AppLovin Corp.
- Class A(a) |
|
|
1,416 |
|
|
|
729,566 |
|
| DoorDash, Inc.
- Class A(a) |
|
|
2,639 |
|
|
|
486,975 |
|
| Netflix, Inc.(a) |
|
|
15,035 |
|
|
|
1,073,499 |
|
| Spotify Technology
SA(a) |
|
|
720 |
|
|
|
330,573 |
|
| Take-Two Interactive
Software, Inc.(a) |
|
|
1,400 |
|
|
|
349,972 |
|
| Uber
Technologies, Inc.(a) |
|
|
9,226 |
|
|
|
665,748 |
|
| |
|
|
|
|
|
|
4,615,527 |
|
| |
|
|
|
|
|
|
|
|
| Oil & Gas - 3.1% |
|
|
|
|
|
|
|
|
| Cheniere Energy, Inc. |
|
|
4,385 |
|
|
|
1,048,059 |
|
| |
|
|
|
|
|
|
|
|
| Real Estate - 2.0% |
|
|
|
|
|
|
|
|
| CBRE
Group, Inc. - Class A(a) |
|
|
5,026 |
|
|
|
676,952 |
|
| |
|
|
|
|
|
|
|
|
| Retail & Wholesale - Discretionary - 10.8% |
|
|
|
|
|
|
|
|
| Amazon.com, Inc.(a) |
|
|
4,150 |
|
|
|
989,111 |
|
| MercadoLibre,
Inc.(a) |
|
|
608 |
|
|
|
1,032,013 |
|
| O’Reilly
Automotive, Inc.(a) |
|
|
3,673 |
|
|
|
338,247 |
|
| QXO, Inc.(a) |
|
|
38,730 |
|
|
|
669,254 |
|
| TJX Cos., Inc. |
|
|
2,004 |
|
|
|
303,606 |
|
| Ulta
Beauty, Inc.(a) |
|
|
663 |
|
|
|
299,000 |
|
| |
|
|
|
|
|
|
3,631,231 |
|
| |
|
|
|
|
|
|
|
|
| Retail & Wholesale - Staples - 1.9% |
|
|
|
|
|
|
|
|
| Costco Wholesale Corp. |
|
|
696 |
|
|
|
651,087 |
|
| |
|
|
|
|
|
|
|
|
| Software & Tech Services - 3.6% |
|
|
|
|
|
|
|
|
| Palo
Alto Networks, Inc.(a) |
|
|
3,511 |
|
|
|
1,197,321 |
|
| |
|
|
|
|
|
|
|
|
| Tech Hardware & Semiconductors - 19.1% |
|
|
|
|
|
|
|
|
| Apple, Inc. |
|
|
3,156 |
|
|
|
913,220 |
|
| Arista Networks,
Inc.(a) |
|
|
3,194 |
|
|
|
542,597 |
|
| ASML Holding NV |
|
|
350 |
|
|
|
696,304 |
|
| Broadcom, Inc. |
|
|
3,653 |
|
|
|
1,379,921 |
|
| NVIDIA Corp. |
|
|
6,819 |
|
|
|
1,364,413 |
|
| Taiwan Semiconductor Manufacturing Co. Ltd., ADR |
|
|
3,156 |
|
|
|
1,507,211 |
|
| |
|
|
|
|
|
|
6,403,666 |
|
| |
|
|
|
|
|
|
|
|
| Utilities - 3.2% |
|
|
|
|
|
|
|
|
| Talen Energy
Corp.(a) |
|
|
1,508 |
|
|
|
579,464 |
|
| Vistra Corp. |
|
|
3,021 |
|
|
|
479,221 |
|
| |
|
|
|
|
|
|
1,058,685 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL COMMON STOCKS (Cost $31,021,033) |
|
|
|
|
|
|
33,604,600 |
|
The
accompanying notes are an integral part of these financial statements.
SHORT-TERM
INVESTMENTS - 0.0%(b)
| Money
Market Funds - 0.0%(b) |
|
Shares |
|
|
Value |
|
| First
American Government Obligations Fund - Class X, 3.57%(c) |
|
|
15,898 |
|
|
$ |
15,898 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL SHORT-TERM INVESTMENTS (Cost $15,898) |
|
|
|
|
|
|
15,898 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL INVESTMENTS - 100.0% (Cost $31,036,931) |
|
|
|
|
|
$ |
33,620,498 |
|
| Liabilities
in Excess of Other Assets – (0.0)%(b) |
|
|
|
|
|
|
(7,937 |
) |
| TOTAL NET ASSETS - 100.0% |
|
|
|
|
|
$ |
33,612,561 |
|
| Percentages are stated
as a percent of net assets. |
| |
| ADR |
American Depositary Receipt |
| PLC |
Public Limited Company |
|
(a) |
Non-income producing security. |
|
(b) |
Does not round to 0.1% or (0.1)%,
as applicable. |
|
(c) |
The rate shown represents the 7-day
annualized effective yield as of June 30, 2026. |
The
accompanying notes are an integral part of these financial statements.
Statement
of Assets and Liabilities
June
30, 2026 (Unaudited)
| |
|
Alpha Brands™
Consumption
Leaders ETF |
| ASSETS: |
|
|
|
|
| Investments, at value (cost $31,036,931) (Note 2) |
|
$ |
33,620,498 |
|
| Dividends receivable |
|
|
10,542 |
|
| Interest receivable |
|
|
198 |
|
| Dividend tax reclaim receivable |
|
|
120 |
|
| Total assets |
|
|
33,631,358 |
|
| |
|
|
|
|
| LIABILITIES: |
|
|
|
|
| Payable to adviser (Note 4) |
|
|
18,797 |
|
| Total liabilities |
|
|
18,797 |
|
| NET ASSETS |
|
$ |
33,612,561 |
|
| |
|
|
|
|
| NET ASSETS CONSISTS OF: |
|
|
|
|
| Paid-in capital |
|
$ |
33,872,056 |
|
| Total distributable earnings/(accumulated
losses) |
|
|
(259,495 |
) |
| Total Net Assets |
|
$ |
33,612,561 |
|
| |
|
|
|
|
| Net assets |
|
$ |
33,612,561 |
|
| Shares issued and outstanding(a) |
|
|
1,625,000 |
|
| Net asset value per share |
|
$ |
20.68 |
|
|
(a) |
Unlimited shares authorized without
par value. |
The
accompanying notes are an integral part of these financial statements.
Statement
of Operations
For
the Period Ended June 30, 2026 (Unaudited)
| |
|
Alpha Brands™
Consumption
Leaders ETF |
| INVESTMENT INCOME: |
|
|
|
|
| Dividend income |
|
$ |
92,676 |
|
| Interest income |
|
|
3,644 |
|
| Less: Issuance fees |
|
|
(965 |
) |
| Less: Dividend withholding taxes |
|
|
(1,087 |
) |
| Total investment income |
|
|
94,268 |
|
| |
|
|
|
|
| EXPENSES: |
|
|
|
|
| Investment advisory fee (Note 4) |
|
|
104,660 |
|
| Total expenses |
|
|
104,660 |
|
| NET INVESTMENT INCOME (LOSS) |
|
|
(10,392 |
) |
| |
|
|
|
|
| REALIZED AND UNREALIZED GAIN (LOSS) |
|
|
|
|
| Net realized gain (loss) from: |
|
|
|
|
| Investments |
|
|
(2,217,575 |
) |
| In-kind redemptions |
|
|
645,039 |
|
| Net realized gain (loss) |
|
|
(1,572,536 |
) |
| Net change in unrealized appreciation (depreciation) on: |
|
|
|
|
| Investments |
|
|
1,315,582 |
|
| Net change in unrealized appreciation (depreciation) |
|
|
1,315,582 |
|
| Net realized and unrealized gain (loss) |
|
|
(256,954 |
) |
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS |
|
$ |
(267,346 |
) |
The
accompanying notes are an integral part of these financial statements.
Statement
of Changes in Net Assets
| |
|
Alpha Brands™ Consumption Leaders ETF |
| |
|
Period Ended
June 30, 2026
(Unaudited) |
|
Period
Ended
December 31, 2025(a) |
| OPERATIONS: |
|
|
|
|
|
|
|
|
| Net investment income (loss) |
|
$ |
(10,392 |
) |
|
$ |
(14,287 |
) |
| Net realized gain (loss) |
|
|
(1,572,536 |
) |
|
|
(306,889 |
) |
| Net change in unrealized appreciation (depreciation) |
|
|
1,315,582 |
|
|
|
1,267,985 |
|
| Net increase (decrease) in net assets resulting from operations |
|
|
(267,346 |
) |
|
|
946,809 |
|
| |
|
|
|
|
|
|
|
|
| CAPITAL TRANSACTIONS: |
|
|
|
|
|
|
|
|
| Subscriptions |
|
|
8,169,697 |
|
|
|
33,303,540 |
|
| Redemptions |
|
|
(1,525,282 |
) |
|
|
(7,014,857 |
) |
| Net increase (decrease) in net assets from capital transactions |
|
|
6,644,415 |
|
|
|
26,288,683 |
|
| |
|
|
|
|
|
|
|
|
| NET INCREASE (DECREASE) IN NET ASSETS |
|
|
6,377,069 |
|
|
|
27,235,492 |
|
| |
|
|
|
|
|
|
|
|
| NET ASSETS: |
|
|
|
|
|
|
|
|
| Beginning of the period |
|
|
27,235,492 |
|
|
|
– |
|
| End of the period |
|
$ |
33,612,561 |
|
|
$ |
27,235,492 |
|
| |
|
|
|
|
|
|
|
|
| SHARES TRANSACTIONS |
|
|
|
|
|
|
|
|
| Subscriptions |
|
|
400,000 |
|
|
|
1,625,000 |
|
| Redemptions |
|
|
(75,000 |
) |
|
|
(325,000 |
) |
| Total increase (decrease) in shares outstanding |
|
|
325,000 |
|
|
|
1,300,000 |
|
|
(a) |
Inception date of the Fund was May
27, 2025. |
The
accompanying notes are an integral part of these financial statements.
Financial
Highlights
For
a share outstanding throughout the periods presented
| |
|
Alpha Brands™ Consumption Leaders ETF |
| |
|
Period Ended
June 30, 2026
(Unaudited) |
|
Period
Ended
December 31, 2025(a) |
| PER SHARE DATA: |
|
|
|
|
| |
|
|
|
|
| Net asset value, beginning of period |
|
$20.95 |
|
$20.00 |
| |
|
|
|
|
| INVESTMENTS OPERATIONS: |
|
|
|
|
| Net investment income (loss)(b) |
|
(0.01) |
|
(0.01) |
| Net realized and
unrealized gain (loss)(c) |
|
(0.26) |
|
0.96 |
| Total from investment operations |
|
(0.27) |
|
0.95 |
| |
|
|
|
|
| Net asset value, end of period |
|
$20.68 |
|
$20.95 |
| TOTAL
RETURN(d) |
|
(1.27)% |
|
4.75% |
| |
|
|
|
|
| SUPPLEMENTAL DATA AND RATIOS: |
|
|
|
|
| Net assets, end of period (in thousands) |
|
$33,613 |
|
$27,235 |
| Ratio of expenses to average net assets(e) |
|
0.69% |
|
0.69% |
| Ratio of net investment income to average
net assets(e) |
|
(0.07)% |
|
(0.10)% |
| Portfolio turnover rate(d)(f) |
|
190% |
|
169% |
|
(a) |
Inception date of the Fund was May
27, 2025. |
|
(b) |
Net investment income per share
has been calculated based on average shares outstanding during the periods. |
|
(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 periods, and may not reconcile with the aggregate
gains and losses in the Statement of Operations due to share transactions for the periods. |
|
(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, if any. |
The
accompanying notes are an integral part of these financial statements.
Notes
to Financial Statements
June
30, 2026 (Unaudited)
NOTE
1 - ORGANIZATION
The
Alpha Brands™ Consumption Leaders ETF (the “Fund”) is a diversified series of shares of beneficial interest of Tidal
Trust III (the “Trust”). The Trust was organized as a Delaware statutory trust on May 19, 2016 and is registered with the
Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”),
as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the
Securities Act of 1933, as amended. The Trust is governed by its Board of Trustees (the “Board”). Tidal Investments LLC (“Tidal
Investments” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Fund and Accuvest
Global Advisors Inc. (the “Sub-Adviser”), serves as investment sub-adviser to the Fund. The Fund is an investment company
and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification Topic 946 “Financial Services — Investment Companies.” The Fund commenced operations
on May 27, 2025.
The
primary investment objective of the Fund is to seek long-term capital appreciation. The Fund’s secondary investment objective is
to seek to preserve capital during adverse market conditions.
NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES
The
following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting
principles generally accepted in the United States of America (“U.S. GAAP”).
Security
Valuation - Equity securities listed on a securities exchange, market or automated quotation system for which quotations are readily
available (except for securities traded on The Nasdaq Stock Market, LLC (“NASDAQ”)), including securities traded over-the-counter,
are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation
date (or at approximately 4:00 p.m. EST if a security’s primary exchange is normally open at that time), or, if there is no such
reported sale on the valuation date, at the most recent quoted bid price. For a security that trades on multiple exchanges, the primary
exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on the
NASDAQ, the NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized
independent pricing agents each day that the Fund is open for business.
Investments
in money market mutual funds are valued at each underlying fund’s published net asset value (“NAV”) per share as of
the valuation time. Each underlying money market fund calculates NAV using the amortized cost method (which approximates fair value) as
permitted by Rule 2a-7 under the 1940 Act.
Under
Rule 2a-5 of the 1940 Act, a fair value will be determined for securities for which quotations are not readily available by the Valuation
Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the
Adviser, subject to oversight by the Board. When a security is “fair valued,” consideration is given to the facts and circumstances
relevant to the particular situation, including a review of various factors set forth in the Adviser’s Pricing and Valuation Policy
and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining
fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a Fund
may cause the NAV of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.
Notes to Financial
Statements
June
30, 2026 (Unaudited)
As
described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes
a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:
Level
1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has 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.
Level
3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the
Fund’s 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 judgment. Accordingly, the degree of judgment 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 is a summary of the inputs used to value the Fund’s investments as of June 30, 2026:
| Alpha Brands™ Consumption Leaders ETF |
| |
|
|
Level
1 |
|
|
|
Level
2 |
|
|
|
Level
3 |
|
|
|
Total |
|
| Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common Stocks |
|
$ |
33,604,600 |
|
|
$ |
– |
|
|
$ |
– |
|
|
$ |
33,604,600 |
|
| Money Market Funds |
|
|
15,898 |
|
|
|
– |
|
|
|
– |
|
|
|
15,898 |
|
| Total Investments |
|
$ |
33,620,498 |
|
|
$ |
– |
|
|
$ |
– |
|
|
$ |
33,620,498 |
|
Refer
to the Schedule of Investments for further disaggregation of investment categories.
Federal
Income Taxes - The Fund has elected to be taxed as a regulated investment company (“RIC”) and intends to distribute substantially
all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to RICs. Therefore,
no provision for federal income taxes or excise taxes has been made.
In
order to avoid imposition of the excise tax applicable to RICs, the Fund intends to declare as dividends in each calendar year, at least
98% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during
the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a RIC, the Fund is subject to a 4% excise
tax that is imposed if the Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income
(not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss
(adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is
made to use the Fund’s fiscal year). The Fund generally intends to distribute income and capital gains in the manner necessary to
minimize (but not necessarily eliminate) the imposition of such excise tax. The Fund may retain income or capital gains and pay excise
tax when it is determined that doing so is in the best interest of shareholders. Management evaluates the costs of the excise tax relative
to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available
for investment by the Fund and are available to supplement future distributions. Tax expense is disclosed in the Statement of Operations,
if applicable.
Notes to Financial
Statements
June
30, 2026 (Unaudited)
As
of June 30, 2026, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority.
Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies its major tax jurisdiction
as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible
that the total amounts of unrecognized tax benefits will change materially. The Fund recognizes interest and penalties, if any, related
to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations.
Securities
Transactions and Investment Income - Investment securities transactions are accounted for on the trade date. Gains and losses realized
on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized
over the life of the respective securities using the effective interest method. Dividend income is recorded on the ex-dividend date. Interest
income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property
received. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable
country’s tax rules and rates.
Distributions
to Shareholders - Distributions to shareholders from net investment income, if any, for the Fund are declared and paid annually. Distributions
to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid at least annually. Distributions
are recorded on the ex-dividend date.
Use
of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at 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 those estimates.
Share
Valuation - The NAV per Share is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other
assets, minus all liabilities by the total number of Shares outstanding for the Fund, rounded to the nearest cent. Fund Shares will not
be priced on the days on which the NASDAQ is closed for trading.
Guarantees
and Indemnifications - In the normal course of business, the Fund enters into contracts with service providers that contain general
indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that
may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
Illiquid
Securities - Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program (the
“Program”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than
15% of the value of the Fund’s net assets. An illiquid investment is any security that the Fund reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the
market value of the investment. If the Fund should be in a position where the value of illiquid investments held by the Fund exceeds 15%
of the Fund’s net assets, the Fund will take such steps as set forth in the Program.
Notes
to Financial Statements
June
30, 2026 (Unaudited)
NOTE
3 - PRINCIPAL INVESTMENT RISKS
Equity
Market Risk. The prices of equity securities rise and fall daily. These price movements may result from factors affecting individual
issuers, industries or the stock market as a whole. In addition, equity markets tend to move in cycles which may cause stock prices to
fall over a short and extended periods of time. In a declining stock market, stock prices for all companies may decline, regardless of
their long-term prospects. Common stock is subordinated to preferred stocks, bonds and other debt instruments in a company’s capital
structure, in terms of priority to corporate income, and therefore will be subject to greater dividend risk than preferred stocks or debt
instruments of such issuers.
Foreign
Securities Risk. Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic
investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies. Financial markets
in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices
of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political
and economic developments in foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily
available and reliable information about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices.
Investments in foreign companies’ securities, including investments via depositary receipts, are subject to special risks, including
the following:
|
● |
Depositary Receipt Risk.
Depositary receipts involve risks similar to those associated with investments in foreign securities and give rise to certain additional
risks. Depositary receipts listed on U.S. or foreign exchanges are issued by banks or trust companies and entitle the holder to all dividends
and capital gains that are paid out on the underlying foreign shares (Underlying Shares). When the Fund invests in depositary receipts
as a substitute for an investment directly in the Underlying Shares, the Fund is exposed to the risk that the depositary receipts may
not provide a return that corresponds precisely with that of the Underlying Shares. |
|
● |
Developed Markets Risk. Developed
market countries generally tend to rely on the services sectors (e.g., the financial services sector) as the primary source of economic
growth and may be susceptible to the risks of individual service sectors. Many developed market countries have heavy indebtedness, which
may lead to downward pressure on the economies of these countries. As a result, it is possible that interest rates on debt of certain
developed countries may rise to levels that make it difficult for such countries to service high debt levels without significant help
from other countries or from a central bank. Developed market countries generally are dependent on the economies of certain key trading
partners. Changes in any one economy may cause an adverse impact on several developed countries. |
|
● |
Emerging Markets Risk. The
Fund may invest in securities issued by companies domiciled or headquartered in emerging market nations. Investments in securities traded
in developing or emerging markets, or that provide exposure to such securities or markets, can involve additional risks relating to political,
economic, currency, or regulatory conditions not associated with investments in U.S. securities and investments in more developed international
markets. Such conditions may impact the ability of the Fund to buy, sell or otherwise transfer securities, adversely affect the trading
market and price for Fund Shares and cause the Fund to decline in value. |
Notes to Financial
Statements
June
30, 2026 (Unaudited)
Sector
Risks. The Sub-Adviser’s investment selection process may result in the allocation of more of the Fund’s investments to
a particular sector or sectors in the market. If the Fund invests a significant portion of its total assets in a certain sector or certain
sectors, its investment portfolio will be more susceptible to the financial, economic, business, and political developments that affect
those sectors than a fund that is more diversified.
|
● |
Consumer Discretionary Sector
Risk. The success of consumer product manufacturers and retailers is tied closely to the performance of domestic and international
economies, interest rates, exchange rates, competition, consumer confidence, changes in demographics and consumer preferences. Companies
in the consumer discretionary sector depend heavily on disposable household income and consumer spending and may be strongly affected
by social trends and marketing campaigns. These companies may be subject to severe competition, which may have an adverse impact on their
profitability. |
|
● |
Consumer Staples Sector Risk.
The consumer staples sector may be affected by the regulation of various product components and production methods, marketing campaigns
and other factors affecting consumer demand. Tobacco companies, in particular, may be adversely affected by new laws, regulations and
litigation. The consumer staples sector may also be adversely affected by changes or trends in commodity prices, which may be influenced
by unpredictable factors. |
As
with any investment, there is a risk that you could lose all or a portion of your principal investment in the Fund. The Fund is subject
to the above principal risks, as well as other principal risks which may adversely affect the Fund’s NAV, trading price, yield,
total return and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the
Fund’s Prospectus titled “Additional Information About the Fund — Principal Investment Risks.”
NOTE
4 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS
The
Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf
of the Fund (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, provides investment advice to the Fund and
oversees the day-to-day operations of the Fund, subject to the direction and oversight of the Board. The Adviser is also responsible for
trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions. The Adviser provides
oversight of the Sub-Adviser and review of the Sub-Adviser’s performance.
Pursuant
to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the “Investment Advisory Fee”) of 0.69% based
on the average daily net assets of the Fund. Out of the Investment Advisory Fee, the Adviser is obligated to pay or arrange for the payment
of substantially all expenses of the Fund, including the cost of sub-advisory, transfer agency, custody, fund administration, and all
other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay, or require the
Sub-Adviser to pay, all expenses incurred by the Fund except for interest charges on any borrowings, dividends and other expenses on securities
sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other
investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and
expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded
Expenses”), and the Investment Advisory Fee payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the
Adviser. Investment Advisory Fees for the period ended June 30, 2026 are disclosed in the Statement of Operations.
The
Sub-Adviser serves as investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser
with respect to the Fund (the “Sub-Advisory Agreement”). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible
for the day-to-day management of the Fund’s portfolio, including determining the securities purchased and sold by the Fund, subject
to the supervision of the Adviser and the Board. The Sub-Adviser is paid a fee by the Adviser, which is calculated daily and paid monthly,
at an annual rate of 0.04% of the Fund’s average daily net assets (the “Sub-Advisory Fee”). The Sub-Adviser has agreed
to assume all or a portion of the Adviser’s obligation to pay all expenses incurred by the Fund, except for Excluded Expenses. For
assuming the payment obligation for a portion of the Fund’s expenses, the Adviser has agreed to pay to the Sub-Adviser a corresponding
share of profits, if any, generated by the Fund’s Investment Advisory Fee, less a contractual fee retained by the Adviser. Expenses
incurred by the Fund and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is an affiliate of the Adviser.
Notes
to Financial Statements
June
30, 2026 (Unaudited)
Tidal
ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Fund’s administrator
and, in that capacity, performs various administrative and management services for the Fund. Tidal coordinates the payment of Fund-related
expenses and manages the Trust’s relationships with its various service providers. Tidal prepares various federal and state regulatory
filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials
to be supplied to the Board; and monitors the activities of the Fund’s custodian.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), serves as the Fund’s
fund accountant and transfer agent. In those capacities, Fund Services performs various accounting and transfer agency services for the
Fund. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian.
Foreside
Fund Services, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the
Fund’s Shares.
Certain
officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust’s officers receive
compensation from the Fund.
The
Board has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with
the Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution fees for the
sale and distribution of its Shares. No Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However,
in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of the Fund’s assets on an ongoing basis,
over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.
NOTE
5 - SEGMENT REPORTING
In
accordance with the FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
(“ASU 2023-07”), the Fund has evaluated its business activities and determined that it operates as a single reportable segment.
The
Fund’s investment activities are managed by the Principal Financial Officer, who serves as the Chief Operating Decision Maker. The
Principal Financial Officer is responsible for assessing the Fund’s financial performance and allocating resources. In making these
assessments, the Principal Financial Officer evaluates the Fund’s financial results on an aggregated basis, rather than by separate
segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment
disclosures are required. There were no intra-entity sales or transfers during the reporting period.
The
Fund primarily generates income through dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred,
including management fees, Fund operating expenses, and transaction costs, are considered general Fund-level expenses and are not allocated
to specific segments or business lines.
Notes
to Financial Statements
June
30, 2026 (Unaudited)
Management
has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate
its reporting requirements in accordance with applicable accounting standards.
NOTE
6 - PURCHASES AND SALES OF SECURITIES
For
the period ended June 30, 2026, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments,
U.S. government securities, and in-kind transactions were:
| Purchases |
Sales |
| $58,781,871 |
$58,225,566 |
For
the period ended June 30, 2026, there were no purchases or sales of long-term U.S. government securities.
For
the period ended June 30, 2026, in-kind transactions associated with creations and redemptions for the Fund were:
| Purchases |
Sales |
| $7,878,413 |
$1,721,403 |
NOTE
7 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
The
Fund did not have any distributions for the period ended June 30, 2026.
As
of the most recent fiscal year ended December 31, 2025, the components of distributable earnings/(accumulated losses) on a tax basis were
as follows:
| |
|
Alpha
Brands™
Consumption
Leaders ETF |
|
| Cost of investments(a) |
|
$ |
26,485,578 |
|
| Gross tax unrealized appreciation |
|
|
2,069,627 |
|
| Gross tax unrealized depreciation |
|
|
(1,341,231 |
) |
| Net tax unrealized appreciation (depreciation) |
|
|
728,396 |
|
| Undistributed ordinary income (loss) |
|
|
– |
|
| Undistributed long-term capital gain (loss) |
|
|
– |
|
| Other accumulated gain (loss) |
|
|
(720,545 |
) |
| Total distributable earnings/(accumulated losses) |
|
$ |
7,851 |
|
|
(a) |
The difference between book and
tax-basis unrealized appreciation is primarily due to wash sales adjustments. |
Net
capital losses incurred after October 31 (post-October losses) and net investment losses incurred after December 31 (late-year losses),
and within the taxable year, may be elected to be deferred to the first business day of the Fund’s next taxable year. As of the
fiscal period ended December 31, 2025, the Fund had not elected to defer any post-October or late-year losses.
Notes
to Financial Statements
June
30, 2026 (Unaudited)
As
of December 31, 2025, the Fund had long-term and short-term capital loss carryovers of $0 and $720,545, respectively, which do not expire.
NOTE
8 - SHARES TRANSACTIONS
Shares
of the Fund are listed and traded on the NASDAQ. Market prices for the Shares may be different from their NAV. The Fund issues and redeems
shares on a continuous basis at NAV, generally in large blocks of Shares, called Creation Units. Creation Units are issued and redeemed
principally 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. Except when aggregated in Creation Units, Shares are not redeemable securities of the Fund. Creation
Units may only be purchased or redeemed by 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 Depository
Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. 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 Fund. 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.
The
Fund currently offers one class of Shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed
transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard
fixed transaction fee for the Fund is $300, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the
Fund’s Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser,
has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and
Redemption Units of up to a maximum of 2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable
fees are imposed to compensate the Fund for transaction costs associated with the cash transactions. Variable fees received by the Fund,
if any, are disclosed in the capital shares transactions section of the Statement of Changes in Net Assets. The Fund may issue an unlimited
number of Shares of beneficial interest, with no par value. All Shares of the Fund have equal rights and privileges.
NOTE
9 - RECENT MARKET EVENTS
U.S.
and international markets have experienced and may continue to experience significant periods of volatility in recent years and months
due to a number of economic, political and global macro factors including uncertainty regarding inflation and central banks’ interest
rate changes, the possibility of a national or global recession, trade tensions and tariffs, political events, armed conflict, war, and
geopolitical conflict. These developments, as well as other events, could result in further market volatility and negatively affect financial
asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government
efforts to address market disruptions. As a result, the risk environment remains elevated. The Adviser and Sub-Adviser will monitor developments
and seek to manage the Fund in a manner consistent with achieving the Fund’s investment objective, but there can be no assurance
that they will be successful in doing so.
Notes to Financial
Statements
June
30, 2026 (Unaudited)
NOTE
10 - SUBSEQUENT EVENTS
In
preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through
the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be recognized
or disclosed in the Fund’s financial statements.
|
(b) |
Financial
Highlights are included within the financial statements filed under Item 7(a) of this Form. |
Item
8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There
have been no changes in or disagreements with the Fund’s accountants.
Item
9. Proxy Disclosure for Open-End Investment Companies.
There
were no matters submitted to a vote of shareholders during the period covered by the report.
Item
10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
See
Item 7(a). Under the Investment Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed
to pay all expenses incurred by the Fund, including Trustee compensation, except for certain excluded expenses.
Item
11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Pursuant
to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on May 6, 2025, the Board of Trustees
(the “Board”) of Tidal Trust III (the “Trust”) considered the continuance of:
|
● |
the
Investment Advisory Agreement (each, an “Advisory Agreement”) between Tidal Investments LLC (the “Adviser”) and
the Trust, on behalf of the Fund; |
|
● |
an
Investment Sub-Advisory Agreement (a “Sub-Advisory Agreement and together with the Advisory Agreements, the “Agreements”)
between the Adviser and Accuvest Global Advisors Inc. (“Accuvest”) with respect to the Alpha Brands ETF (the “Fund”). |
Pursuant
to Section 15 of the 1940 Act, the Agreements must be approved by the vote of a majority of the Trustees who are not parties to the Agreements
or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in
person at a meeting called for the purpose of voting on such approval. It was noted that in accordance with the SEC’s temporary
exemptive relief for in-person approvals, these approvals shall be ratified at the next in-person Board meeting.
In
preparation for such meeting, the Board requested and reviewed a wide variety of information from the Adviser and each Sub-Adviser.
In
reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the
nature, extent and quality of the services to be provided to the Fund’s shareholders by the Adviser and Sub-Advisers; (ii) the costs
of the services to be provided and the profits to be realized by the Adviser and Sub-Advisers from services to be provided to the Fund,
including any fall-out benefits; (iii) comparative fee and expense data for the Fund in relation to other investment companies with similar
investment objectives; (iv) the extent to which economies of scale would be realized as the Fund grows and whether the advisory fees for
the Fund reflects these economies of scale for the benefit of the Fund; and (v) other financial benefits to the Adviser or Sub-Advisers
and their affiliates resulting from services rendered to the Fund. The Board’s review included written and oral information furnished
to the Board prior to and at the meeting held on May 6, 2025. Among other things, each of the Adviser and Sub-Advisers provided responses
to a detailed series of questions, which included information about the Adviser’s and Sub-Advisers’ operations, service offerings,
personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before
the meeting, and the Adviser’s oral presentations and any other information that the Board received at the meeting and deliberated
on the renewal of the Agreements in light of this information.
The
Independent Trustees were assisted throughout the contract review process by independent legal counsel. The Independent Trustees relied
upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the
renewal of the Agreements, and the weight to be given to each such factor. The conclusions reached with respect to the Agreements were
based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Trustee may have placed
varying emphasis on particular factors in reaching conclusions with respect to the Fund. The Independent Trustees conferred amongst themselves
and independent legal counsel in executive sessions both with and without representatives of management.
Nature,
Extent and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Advisory Agreement
and Sub-Advisory Agreements. In considering the nature, extent and quality of the services to be provided by the Adviser and Sub-Advisers;
the Board reviewed the Adviser’s and Sub-Advisers’ compliance infrastructure and its financial strength and resources. The
Board also considered the experience of the personnel of the Adviser and Sub-Advisers working with ETFs. The Board also considered other
services to be provided to the Fund by the Adviser and Sub-Advisers, such as selecting broker-dealers for executing portfolio transactions,
monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures
and with applicable securities regulations. Based on the factors above, as well as those discussed below, the Board concluded that it
was satisfied with the nature, extent and quality of the services to be provided to the Fund by the Adviser and Sub-Advisers based on
their experience, personnel, operations and resources.
Historical
Performance. The Board noted that the Fund had not yet commenced operations and that therefore there was no prior performance to review.
With respect to the Alpha Brands ETF, the Board did review performance of a similarly managed sub-advised fund.
Cost
of Services Provided, Profitability and Economies of Scale. The Board reviewed the proposed advisory fees for the Fund and compared
them to the management fees and total operating expenses of its Peer Group. The Board noted that the comparisons to the total expense
ratios were the most relevant comparisons, given the fact that the advisory fee for the Fund is a “unified fee.”
The
Board noted the importance of the fact that the proposed advisory fee for the Fund is a “unified fee,” meaning that the shareholders
of the Fund pay no expenses except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes,
brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments,
acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution
plan adopted pursuant to Rule 12b-1 under the 1940 Act, litigation expenses, non-routine or extraordinary expenses, and the unitary management
fee payable to the Adviser. The Board also noted that the Adviser was responsible for compensating the Trust’s other service providers
and paying the Fund’s other expenses (except as noted above) out of its own fees and resources. The Board further noted that because
the Fund are new, it was difficult to estimate the profitability of the Fund to the Adviser. The Board, however, considered collateral
or “fall-out” benefits that the Adviser and its affiliates may derive as a result of their relationship with the Fund.
The
Board noted that because the Fund are new, it also was difficult to estimate whether the Fund would experience economies of scale. The
Board noted that the Adviser will review expenses as the Fund’s assets grow. The Board determined to evaluate economies of scale
on an ongoing basis if the Fund achieved asset growth.
The
Board also reviewed the proposed sub-advisory fee paid to each Sub-Adviser for their services. The Board considered each of these fees
in light of the services being provided. The Board determined that the proposed fees reflected an appropriate allocation of the advisory
fee paid to the Adviser and each Sub-Adviser given the work performed by each firm. The Board also considered that the Fund had one or
more sponsors, who had agreed to assume the payment of any fund expenses above the level of the unitary fee. The Board considered that
pursuant to these arrangements, if fund expenses, including a payment to the Adviser of a certain amount, fall below the level of the
unitary fee, the Adviser would pay any remaining portion of the unitary fee to the respective sponsor out of its profits. The Board concluded
that the proposed fees for the Fund were reasonable in light of the services rendered. With respect to the Alpha Brands ETF, the Board
considered the fees charged for Accuvest’s comparable accounts and the rationale for differences in fees between the different products.
The
Board also considered that the sub-advisory fees paid to the Sub-Advisers is paid out of the Adviser’s unified fee and represents
an arm’s-length negotiation between the Adviser and the Sub-Advisers. For these reasons, the Trustees determined that the profitability
to the Sub-Advisers from respective relationships with the respective Fund was not a material factor in their deliberations with respect
to consideration of approval of the Sub-Advisory Agreements. The Board considered that, because these fees are paid by the Adviser out
of its unified fee, any economies of scale would not benefit shareholders and, thus, were not relevant for the consideration of the approval
of the sub-advisory fee.
Conclusion.
No single factor was determinative to the decision of the Board. Based on the Board’s deliberations and its evaluation of the
information described above and such other matters as were deemed relevant, the Board, including the Independent Trustees, unanimously:
(a) concluded that the terms of each Advisory Agreement and Sub-Advisory Agreement are fair and reasonable; (b) concluded that each of
the Adviser’s and Sub-Adviser’s fees are reasonable in light of the services that the Adviser and Sub-Advisers will provide
to the Fund; and (c) agreed to approve the Agreement for an initial term of two years.
Item
12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not
applicable to open-end investment companies.
Item
13. Portfolio Managers of Closed-End Management Investment Companies.
Not
applicable to open-end investment companies.
Item
14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not
applicable to open-end investment companies.
Item
15. Submission of Matters to a Vote of Security Holders.
Not
Applicable.
Item
16. Controls and Procedures.
|
(a) |
The
Registrant’s President/Principal Executive Officer and Treasurer/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 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.
(3)
A separate certification for each principal executive officer and principal financial officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. Filed herewith.
(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.
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) |
Tidal
Trust III |
|
| By
(Signature and Title)* |
/s/
Eric W. Falkeis |
|
| |
Eric
W. Falkeis, President/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/
Eric W. Falkeis |
|
| |
Eric
W. Falkeis, President/Principal Executive Officer |
| By
(Signature and Title)* |
/s/
Aaron J. Perkovich |
|
| |
Aaron J. Perkovich,
Treasurer/Principal Financial Officer |
