Semi-Annual Report by Investment Company (Form N-CSRS)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-23323

Procure ETF Trust II

(Exact name of registrant as specified in charter)

16 Firebush Road, Levittown, PA 19056

(Address of principal executive offices) (Zip code)

Andrew Chanin

16 Firebush Road, Levittown, PA 19056

(Name and address of agent for service)

1-866-690-3837

Registrant's telephone number, including area code

Date of fiscal year end: October 31, 2026

Date of reporting period: April 30, 2026

Item 1. Reports to Stockholders.

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 as part of the report to shareholders filed under Item 7 (a) of this Form.

(b) Not Applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.

Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.

None for the period contained within this report.

Item 9. Proxy Disclosure for Open-End Investment Companies.

None for the period contained within this report.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.

Each current Independent Trustee is paid an annual retainer of $13,000, $12,000 for serving as a trustee and $1,000 for serving as chair of a committee, for his or her services as a Board member to the Trust, together with out-of-pocket expenses in accordance with the Board's policy on travel and other business expenses relating to attendance at meetings.

Independent Trustee fees are paid by the adviser to each series of the Trust through the applicable adviser's unitary management fee, and not by the Fund Annual Trustee fees which may be reviewed periodically and changed by the Board.

The Trust does not have a bonus, profit sharing, pension or retirement plan.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

At a board meeting held on December 17, 2025, the Board of Trustees (the "Trustees" or the "Board") of Procure ETF Trust II (the "Trust"), including the trustees who are not "interested persons" of the Trust (the "Independent Trustees") as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), reviewed and unanimously approved the continuation of the investment advisory agreement (the "Advisory Agreement") between the Trust and ProcureAM, LLC (the "Adviser") and the sub-advisory agreement (the "Sub-Advisory Agreement") between the Adviser and Penserra Capital Management LLC (the "Sub-Adviser") with respect to the Procure Space ETF (the "Fund"). The Advisory Agreement and the Sub-Advisory Agreement are collectively referred to below as the "Fund Advisory Agreements." In approving each Fund Advisory Agreement, the Board, including the Independent Trustees, determined that such approval was in the best interests of the Funds in light of the extent and quality of the services to be provided and such other matters as the Board considered to be relevant in the exercise of its reasonable business judgment.

At the meeting, the Trustees discussed with counsel to the Trust their fiduciary duties under the 1940 Act in reviewing the Fund Advisory Agreements and their obligation to obtain and review information relevant and necessary to their consideration of the Fund Advisory Agreements. The Trustees received a memorandum summarizing the duties of the Trustees under, and the fiduciary standards established by, the 1940 Act and applicable state law, legislative and regulatory guidance, and judicial precedent with respect to evaluating the reasonableness of fees and interpretation of the applicable fiduciary standards.

To assist the Board in its evaluation of the Fund Advisory Agreements, the Independent Trustees received a separate written report from each of the Adviser and the Sub-Adviser in advance of the Meeting responding to a request for information provided on behalf of the Independent Trustees that, among other things, outlined the services provided by the Adviser and the Sub-Adviser to the Fund (including the relevant personnel responsible for these services and their experience); the fee rate or management fee rate payable by the Fund as compared to fees charged to a relevant group of other exchange-traded funds("ETFs") and mutual funds constituting the Fund's peer group ("peer group") and the compensation to be received by the Sub-Adviser from the Adviser; the performance of the Fund as compared to its underlying index, benchmark indexes and its peer group; the nature of the Fund's unitary fee arrangement with the Adviser pursuant to which the Adviser pays all ordinary expenses of the Trust and the Fund; the termination in February 2025 of the Adviser's expense limitation agreement that had limited the Fund's expense ratio; the sources of funding available to the Adviser necessary to support the Adviser's unitary fee obligations; the expenses of the Fund as compared to its peer group; the nature of the expenses incurred in providing services to the Fund and the potential for economies of scale, if any; financial data on the Adviser, the Adviser's parent entity and the Sub-Adviser; any fall-out benefits accruing to the Adviser or the Sub-Adviser; the cost associated with providing the Fund and Board with directors and officer insurance, errors and omissions insurance, cyber liability insurance, and fidelity bond coverages; and information on the Adviser's and the Sub-Adviser's compliance programs. The Independent Trustees also met separately with the Trust's counsel to discuss the information provided by the Adviser and the Sub-Adviser. The Trustees also considered their personal experiences as trustees of other ETFs and investment companies and as participants in the ETF and mutual fund industry, as applicable. In their deliberations, the Trustees considered the factors summarized below, and in approving the continuance of the Fund Advisory Agreements with respect to the Fund, the Trustees did not identify any single factor, or information provided with respect to any single factor, as controlling. The consideration of the Advisory Agreement and Sub-Advisory Agreement was conducted by both the full Board and the Independent Trustees, who also voted separately.

Nature, Extent and of Quality of Services

The Board received information on and considered the division of responsibility of services to be provided by the Adviser and the Sub-Adviser, including the fact that portfolio management will be conducted by the Sub-Adviser with respect to rebalancing and reconstitution of the Fund's portfolio upon the periodic rebalancing and reconstitution of the Fund's underlying index and that the Adviser oversees the design and maintenance of the Fund's underlying index. The Trustees also considered the overall reputation and capabilities of the Adviser and its investment professionals, the Adviser's commitment to providing high quality services to the Fund as well as prior fund series of the Trust, the Trustees' overall confidence in the Adviser's integrity and responsiveness to Trustee concerns, the Adviser's integrity as reflected in its adherence to compliance practices, and the Adviser's willingness and initiative in implementing changes designed to improve services to the Fund. The Board reviewed the experience and resources that the Sub-Adviser had in managing strategies like those of the Fund, including information regarding the education and experience of management and investment personnel. With respect to the Sub-Adviser, the Trustees considered the Sub-Adviser's specialized role in sub-advising third party exchange-traded funds and acting as a passive manager in that capacity. With respect to fees and expenses, the Trustees also considered difference in how services are delivered to ETFs and investor and market expectations concerning appropriate and competitive levels of total expense ratios for ETFs, as well as investor preferences for intraday liquidity offered by ETFs and the expansion of distribution channels for ETFs.

The Board determined that the Fund would likely benefit from the services and resources available from the Adviser and the Sub-Adviser, in respect of their responsibilities. In particular, they noted the extensive experience of the Sub-Adviser's management personnel in developing and administering strategies that would be utilized by the Fund, as well as the performance history of the Sub-Adviser since its inception.

Fund Performances, Advisory Fees and Expenses

The Board considered comprehensive data and information comparing the performance, advisory fees and expense ratios of the Fund and its peer group. The Trustees considered that they receive from the Adviser and review on a regular basis over the course of the year, data regarding the Funds' performance, including information about the Fund's performance in comparison to its peers, underlying index and benchmarks, and analyses by the Adviser and Sub-Adviser of the Fund's performance. The Trustees compared the Fund's performance, advisory fee and expenses with its peer group, and considered the differences between the Fund and funds in the peer group and whether the funds in the peer group were ETFs or mutual funds. The Trustees considered the size of the Fund in comparison to its peers, including whether the peer funds were part of a larger fund complex.

Although the Board determined that the Fund was distinct in ways from its peer group of ETFs and mutual funds, the Board determined that the advisory fees charged and overall expenses of the Fund were competitive and in line with the related universe of funds. In light of the nature, quality, and extent of services provided by the Adviser and Sub-Adviser, the costs incurred by the Adviser and Sub- Adviser in rendering those services, and the Trust operating cost support provided by the Adviser to cover Fund expenses when the Fund had low levels of assets under management ("AUM") during the contract year under review, the Board concluded that the level of fees paid to the Adviser and Sub-Adviser with respect to the Fund were fair and reasonable.

The Trustees Considered the following Fund-specific factors:

Procure Space ETF

The Fund's annual advisory fee (gross of waivers) was slightly above the median advisory fee charged to comparable ETFs in the peer group (all of which are passively managed funds), and annual total expenses paid by the Fund (net of fee waivers) were slightly above the peer group median. With respect to the performance results, the Fund's annualized total return for the one-year period was above the peer group median and the return of the FT Wilshire 5000 Total Return Index, its benchmark index. The Fund's annualized total return for the three-year period was below the peer group median return but above the benchmark index. The Fund's annualized total return for the five-year period was above the peer group median return and the benchmark index return.

Costs of Services and Profitability

The Trustees considered the financial information provided by the Adviser, including the profitability of the Fund to the Adviser, the Adviser's profitability in general and the firm's retention of key personnel. The Trustees noted that the Adviser had waived a portion of its advisory fee for the Fund in 2024, the expense limitation agreement was terminated in February 2025, and the Adviser's net advisory fee was positive over certain periods of 2025 as Fund assets under management ("AUM") increased due to net Share creation activity in 2025 whereas during other periods of 2025 the Adviser's net advisory fee was zero due to payment obligations of the Adviser under the unitary fee arrangement. The Trustees also observed that the Adviser pays the Sub-Adviser's sub-advisory fee out of the Adviser's advisory fee and considered the relative levels and types of services provided by the Adviser and Sub-Adviser.

After considering information relating to the financial condition of the Adviser and Sub-Adviser, the funding commitments by the Adviser's parent entity and its principals to the Adviser, as well as the expected fees and operating costs relating to the management of the Fund, the Board determined that each of the Adviser and Sub-Adviser would be capable of continuing to provide services to the Fund. The Board further determined that the advisory fee payable to the Adviser was not excessive under the unitary fee arrangement notwithstanding the Adviser's increasing profitability relative to the Fund at the Fund's present rising AUM levels.

Brokerage and Portfolios Transactions

The Board was presented with materials and a thorough discussion of the brokerage practices of the Adviser and the Sub-Adviser. The Adviser and Sub-Adviser reviewed their execution policies and the Sub-Adviser discussed its policies and procedures for allocating brokerage. The Independent Trustees determined the brokerage policies of both the Adviser and Sub-Adviser would benefit the Fund.

The Board determined that brokerage and portfolio transaction execution services were acceptable and demonstrated adherence to the principles of best execution.

Possible conflicts of interest

The Board considered the experience and ability of the advisory personnel assigned to the Fund, soft-dollar arrangements and the brokerage policies of the Adviser and the Sub-Adviser (including a discussion of the execution policies of the Adviser and the Sub-Adviser), and the substance and administration of the Codes of Ethics of the Trust, the Adviser and the Sub-Adviser. The Board determined that the personnel and compliance policies of the Trust, Adviser and Sub-Adviser were each well designed to monitor and address conflicts of interest.

Economies of Scale

The Trustees considered whether the Fund would realize any economies of scale. They noted that the matter of economies would be reviewed in the future as the Fund's assets grew.

Conclusion

Based on the foregoing and such other matters as were deemed relevant, and while no single factor was determinative in the decision, all of the Trustees, including the Independent Trustees, unanimously concluded that the nature, overall quality, and extent of the management and oversight services provided by the Adviser and Sub-Adviser to the Fund was satisfactory; the compensation payable to the Adviser and the Sub-Adviser pursuant to each Fund's Advisory Agreement and Sub-Advisory Agreement, respectively, was fair and reasonable in light of the nature and quality of the services the Adviser and Sub-Adviser provides to the Fund; and the continuance of the Advisory Agreement and Sub-Advisory Agreement would be in the best interests of the Fund and its shareholders, and accordingly, approved the continuance of the Advisory Agreement and Sub-Advisory Agreement, respectively, through December 31, 2026.

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.

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.

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.

(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 national securities association upon which the registrant's securities are listed. Not Applicable.

A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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.

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.

* Print the name and title of each signing officer under his or her signature.