01/10/2025 | Press release | Distributed by Public on 01/10/2025 15:38
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 (811-23793)
Tidal Trust II
(Exact name of registrant as specified in charter)
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
(Address of principal executive offices) (Zip code)
Eric W. Falkeis
Tidal Trust II
234 West Florida Street, Suite 203
Milwaukee, Wisconsin 53204
(Name and address of agent for service)
(844) 986-7700
Registrant's telephone number, including area code
Date of fiscal year end: October 31
Date of reporting period: October 31, 2024
Item 1. Reports to Stockholders.
The Meet Kevin Pricing Power ETF Tailored Shareholder Report
annualShareholder Report October 31, 2024 The Meet Kevin Pricing Power ETF Ticker: PP(Listed on NYSE Arca, Inc.) |
This annual shareholder reportcontains important information about the The Meet Kevin Pricing Power ETF (the "Fund") for the period November 1, 2023 to October 31, 2024.You can find additional information about the Fund at www.mketf.com. You can also request this information by contacting us at (833) 743-0080or by writing to the The Meet Kevin Pricing Power ETF c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.
What were the Fund costs for the past year?
(based on a hypothetical $10,000 investment)
Fund Name |
Costs of a $10,000 investment |
Costs paid as a percentage of a $10,000 investment |
The Meet Kevin Pricing Power ETF |
$86 |
0.75% |
Cumulative Performance
(Initial Investment of $10,000)
Annual Performance
Annualized Returns for the Periods Ended October 31, 2024 |
1 Year |
Since Inception (11/28/2022) |
The Meet Kevin Power Pricing ETF - at NAV |
30.33% |
16.74% |
S&P 500® Total Return Index |
38.02% |
22.71% |
The Fund's past performance is not a good indicator of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or redemption of fund shares.
Visit www.mketf.com for more recent performance information.
How did the Fund perform last year and what affected its performance?
During the reporting period, the Fund returned a positive 30.33% return. The Fund experienced success towards the beginning of the year as the stock market continued to rise, particularly in the innovation and technology sectors where the Fund focused.
What Factors Influenced Performance?
As the year continued, there began to develop macroeconomic indicators, such as jobs data reports and responses by the federal reserve, that caused management some concerns of a potential downturn in the market. Management has continued to monitor the ongoing data accordingly. In response to this shift, management moved the Fund temporarily towards cash-based investment vehicles along with traditionally value-focused stocks in order to protect Fund assets from a potential sudden downturn based on these macroeconomic indicators.
Positioning of the Fund
As the data has continued to develop towards the second half of the year, along with the resolution of some uncertainty in the markets from the 2024 presidential election, management has begun re-investing the Fund into innovation, technology, and energy companies that it believes have the highest pricing power potential to capitalize on over the coming months as we head into 2025. Given the shift with the upcoming presidential administration, the Fund now stands ready to continue investing further into those companies it deems poised with pricing power that will benefit the most from future policies and regulation that will be established over the coming years.
The Meet Kevin Pricing Power ETF Tailored Shareholder Report
Key Fund Statistics
(as of October 31, 2024)
Fund Size (Thousands) |
$36,955 |
Number of Holdings |
11 |
Total Advisory Fee Paid |
$303,603 |
Annual Portfolio Turnover |
289% |
What did the Fund invest in?
(as of October 31, 2024)
Sector Breakdown
(% of net assets)
Percentages are based on total net assets. Cash & Cash Equivalents represents exchange traded funds and other assets in excess of liabilities.
Top Ten Holdings |
(% of net assets) |
Rocket Cos., Inc. - Class A |
9.9 |
McDonald's Corp. |
7.8 |
iShares Gold Trust |
6.0 |
Ubiquiti, Inc. |
5.9 |
Direxion Daily 20 Year Plus Treasury Bull 3x Shares |
5.0 |
Redfin Corp. |
5.0 |
Yelp, Inc. |
4.9 |
ProShares Short Bitcoin ETF |
4.4 |
UWM Holdings Corp. |
3.9 |
Mr Cooper Group, Inc. |
2.2 |
How has the Fund changed?
There were no material changes during the reporting period.
Changes in and Disagreements with Accountants
There were no changes in or disagreements with accountants.
Householding
Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.
For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit www.mketf.com.
Item 2. Code of Ethics.
The registrant has adopted a code of ethics that applies to the registrant's principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.
A copy of the registrant's Code of Ethics is filed herewith.
Item 3. Audit Committee Financial Expert.
The registrant's Board of Trustees of the Trust has determined that there is at least one audit committee financial expert serving on its audit committee. Mr. David Norris is the "audit committee financial expert" and is considered to be "independent" as each term is defined in Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal year. "Audit services" refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal years. "Audit-related services" refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. "Tax services" refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no "Other services" provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for the two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
The Meet Kevin Pricing Power ETF
FYE 10/31/2024 | FYE 10/31/2023 | |
( a ) Audit Fees | $12,500 | $11,000 |
( b ) Audit-Related Fees | N/A | N/A |
( c ) Tax Fees | $3,000 | $3,000 |
( d ) All Other Fees | N/A | N/A |
(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
(e)(2) The percentage of fees billed by Cohen & Company, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
FYE 10/31/2024 | FYE 10/31/2023 | |
Audit-Related Fees | 0% | 0% |
Tax Fees | 0% | 0% |
All Other Fees | 0% | 0% |
(f) All of the principal accountant's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser (and any other controlling entity, etc.-not sub-adviser) for the two last years.
Non-Audit Related Fees | FYE 10/31/2024 | FYE 10/31/2023 |
Registrant | N/A | N/A |
Registrant's Investment Adviser | N/A | N/A |
(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant's independence.
(i) The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.
(j) The registrant is not a foreign issuer.
Item 5. Audit Committee of Listed Registrants.
(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the "Act") and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The independent members of the committee are as follows: Javier Marquina, Michelle McDonough, and David Norris.
(b) Not applicable
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 Investment Companies.
(a) |
Financial Statements
October 31, 2024
Tidal Trust II
The Meet Kevin Pricing Power ETF | PP | NYSE Arca, Inc.
The Meet Kevin Pricing Power ETF
Table of Contents
Page | |
Schedule of Investments | 1 |
Statement of Assets and Liabilities | 2 |
Statement of Operations | 3 |
Statements of Changes in Net Assets | 4 |
Financial Highlights | 5 |
Notes to the Financial Statements | 6 |
Report of Independent Registered Public Accounting Firm | 12 |
Other Non-Audited Information | 13 |
Schedule of Investments | The Meet Kevin Pricing Power ETF |
October 31, 2024
COMMON STOCKS - 41.6% | Shares | Value | ||||||
Diversified Financial Services - 18.0% | ||||||||
Mr. Cooper Group, Inc. (a) | 9,036 | $ | 800,138 | |||||
PennyMac Financial Services, Inc. | 7,934 | 790,861 | ||||||
Rocket Cos., Inc. - Class A (a) | 226,344 | 3,644,138 | ||||||
UWM Holdings Corp. | 222,293 | 1,431,567 | ||||||
6,666,704 | ||||||||
Internet - 4.9% | ||||||||
Yelp, Inc. (a) | 52,734 | 1,800,339 | ||||||
Real Estate - 5.0% | ||||||||
Redfin Corp. (a) | 177,118 | 1,836,714 | ||||||
Retail - 7.8% | ||||||||
McDonald's Corp. | 9,943 | 2,904,450 | ||||||
Telecommunications - 5.9% | ||||||||
Ubiquiti, Inc. | 8,170 | 2,170,687 | ||||||
TOTAL COMMON STOCKS (Cost $15,679,480) | 15,378,894 | |||||||
EXCHANGE TRADED FUNDS - 15.4% | ||||||||
Direxion Daily 20 Year Plus Treasury Bull 3X Shares | 38,956 | 1,871,057 | ||||||
iShares Gold Trust (a) | 42,528 | 2,204,651 | ||||||
ProShares Short Bitcoin ETF | 240,871 | 1,613,836 | ||||||
TOTAL EXCHANGE TRADED FUNDS (Cost $5,742,026) | 5,689,544 | |||||||
TOTAL INVESTMENTS - 57.0% (Cost $21,421,506) | 21,068,438 | |||||||
Other Assets in Excess of Liabilities - 43.0% | 15,886,816 | |||||||
TOTAL NET ASSETS - 100.0% | $ | 36,955,254 |
Percentages are stated as a percent of net assets.
(a) | Non-income producing security. |
The accompanying notes are an integral part of these financial statements. | 1 |
Statement of Assets and Liabilities | The Meet Kevin Pricing Power ETF |
October 31, 2024
ASSETS: | ||||
Investments, at value (Note 2) | $ | 21,068,438 | ||
Receivable for investments sold | 19,878,883 | |||
Interest receivable | 13,408 | |||
Receivable for ETF transaction fee | 67 | |||
Total assets | 40,960,796 | |||
LIABILITIES: | ||||
Payable for investments purchased | 3,735,173 | |||
Payable to custodian | 245,668 | |||
Payable to adviser (Note 4) | 24,701 | |||
Total liabilities | 4,005,542 | |||
NET ASSETS | $ | 36,955,254 | ||
NET ASSETS CONSISTS OF: | ||||
Paid-in capital | $ | 37,228,616 | ||
Total accumulated losses | (273,362 | ) | ||
Total net assets | $ | 36,955,254 | ||
Net assets | $ | 36,955,254 | ||
Shares issued and outstanding(a) | 1,375,000 | |||
Net asset value per share | $ | 26.88 | ||
COST: | ||||
Investments, at cost | $ | 21,421,506 |
(a) | Unlimited shares authorized without par value. |
The accompanying notes are an integral part of these financial statements. | 2 |
Statement of Operations | The Meet Kevin Pricing Power ETF |
For the Year Ended October 31, 2024
INVESTMENT INCOME: | ||||
Dividend income | $ | 184,986 | ||
Less: Dividend withholding taxes | (8,741 | ) | ||
Less: Issuance fees | (490 | ) | ||
Interest income | 363,726 | |||
Total investment income | 539,481 | |||
EXPENSES: | ||||
Investment advisory fee (Note 4) | 303,603 | |||
Total expenses | 303,603 | |||
NET INVESTMENT INCOME | 235,878 | |||
REALIZED AND UNREALIZED GAIN | 9,465,391 | |||
Net realized gain from: | 3,521,032 | |||
Investments | 3,521,214 | |||
Net realized gain | 3,521,214 | |||
Net change in unrealized appreciation on: | 5,944,359 | |||
Investments | 5,944,360 | |||
Net change in unrealized appreciation | 5,944,360 | |||
Net realized and unrealized gain | 9,465,574 | |||
NET INCREASE IN NET ASSETS | ||||
RESULTING FROM OPERATIONS | $ | 9,701,452 |
The accompanying notes are an integral part of these financial statements. | 3 |
Statements of Changes in Net Assets | The Meet Kevin Pricing Power ETF |
Year ended October 31, 2024 |
Period ended October 31, 2023(a) |
|||||||
OPERATIONS: | ||||||||
Net investment income/(loss) | $ | 235,878 | $ | (62,521 | ) | |||
Net realized gain | 3,521,214 | 3,937,469 | ||||||
Net change in unrealized appreciation/(depreciation) | 5,944,360 | (6,297,428 | ) | |||||
Net increase/(decrease) in net assets from operations | 9,701,452 | (2,422,480 | ) | |||||
DISTRIBUTIONS TO SHAREHOLDERS: | ||||||||
Distributions to shareholders | (10,187 | ) | - | |||||
Total distributions to shareholders | (10,187 | ) | - | |||||
CAPITAL TRANSACTIONS: | ||||||||
Subscriptions | 13,709,290 | 52,502,580 | ||||||
Redemptions | (18,939,817 | ) | (17,586,797 | ) | ||||
ETF transaction fees (Note 7) | 1,087 | 126 | ||||||
Net increase (decrease) in net assets from capital transactions | (5,229,440 | ) | 34,915,909 | |||||
NET INCREASE IN NET ASSETS | 4,461,825 | 32,493,429 | ||||||
NET ASSETS: | ||||||||
Beginning of the period | 32,493,429 | - | ||||||
End of the period | $ | 36,955,254 | $ | 32,493,429 | ||||
SHARES TRANSACTIONS | ||||||||
Subscriptions | 500,000 | 2,250,000 | ||||||
Redemptions | (700,000 | ) | (675,000 | ) | ||||
Total increase/(decrease) in shares outstanding | (200,000 | ) | 1,575,000 |
(a) | Inception date of the Fund was November 28, 2022. |
The accompanying notes are an integral part of these financial statements. | 4 |
Financial Highlights | The Meet Kevin Pricing Power ETF |
For a share outstanding throughout the periods presented
Year ended | Period ended | |||||||
October 31, | October 31, | |||||||
2024 | 2023(a) | |||||||
PER SHARE DATA: | ||||||||
Net asset value, beginning of period | $20.63 | $20.00 | ||||||
INVESTMENT OPERATIONS: | ||||||||
Net investment income (loss)(b)(c) | 0.16 | (0.05 | ) | |||||
Net realized and unrealized gain on investments(d) | 6.10 | 0.68 | ||||||
Total from investment operations | 6.26 | 0.63 | ||||||
LESS DISTRIBUTIONS FROM: | ||||||||
Net investment income | (0.01 | ) | - | |||||
Total distributions | (0.01 | ) | - | |||||
CAPITAL TRANSACTIONS: | ||||||||
ETF transaction fees per share (Note 7) | 0.00 | (f) | 0.00 | (f) | ||||
Net asset value, end of period | $26.88 | $20.63 | ||||||
TOTAL RETURN(e) | 30.33 | % | 3.15 | % | ||||
SUPPLEMENTAL DATA AND RATIOS: | ||||||||
Net assets, end of period (in thousands) | $36,955 | $32,493 | ||||||
Ratio of expenses to average net assets(g)(h) | 0.75 | % | 0.75 | % | ||||
Ratio of net investment income to average net assets(g)(h) | 0.58 | % | (0.25 | )% | ||||
Portfolio turnover rate(e)(i) | 289 | % | 96 | % |
(a) | Inception date of the Fund was November 28, 2022. |
(b) | Net investment income per share has been calculated based on average shares outstanding during the year. |
(c) | Recognition of net investment income by the Fund is affected by the timing of the declaration of dividends by the underlying exchange traded funds in which the Fund invests. The ratio does not include net investment income of the exchange traded funds in which the Fund invests. |
(d) | 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 years, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the year. |
(e) | Not annualized for periods less than one year. |
(f) | Amount represents less than $0.005 per share. |
(g) | Annualized for periods less than one year. |
(h) | These ratios exclude the impact of expenses of the underlying exchange traded funds as represented in the Schedule of Investments. |
(i) | Portfolio turnover rate excludes in-kind transactions. |
The accompanying notes are an integral part of these financial statements. | 5 |
Notes to the Financial Statements | The Meet Kevin Pricing Power ETF |
October 31, 2024
NOTE 1 - ORGANIZATION |
The Meet Kevin Pricing Power ETF (the "Fund") is a non-diversified series of Tidal Trust II (the "Trust"). The Trust was organized as a Delaware statutory trust on January 13, 2022. The Trust is registered with the Securities and Exchange Commission ("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 the 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 Plato's Philosophy LLC (the "Sub-Adviser") serves as 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 November 28, 2022.
The investment objective of the Fund is to seek long-term capital appreciation.
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").
A. | Security Valuation. Equity securities that are 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 or mean between the most recent quoted bid and ask prices for long and short positions. 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 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. |
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 net asset value ("NAV") of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.
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.
6
Notes to the Financial Statements | The Meet Kevin Pricing Power ETF |
October 31, 2024
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 October 31, 2024:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets: | ||||||||||||||||
Common Stocks | $ | 15,378,894 | $ | - | $ | - | $ | 15,378,894 | ||||||||
Exchange Traded Funds | 5,689,544 | - | - | 5,689,544 | ||||||||||||
Total Assets | $ | 21,068,438 | $ | - | $ | - | $ | 21,068,438 |
Refer to the Schedule of Investments for industry classifications.
B. | Federal Income Taxes. The Fund has elected to be taxed as a "regulated investment company" and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made. |
In order to avoid imposition of the excise tax applicable to regulated investment companies, the Fund intends to declare as dividends in each calendar year at least 98.0% 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 registered investment company, 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, in consultation with the Board of Trustees, 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.
As of October 31, 2024, 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.
C. | 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 lives 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. |
D. | Distributions to Shareholders. Distributions to shareholders from net investment income, if any, for the Fund are declared and paid at least annually. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid on an annual basis. Distributions are recorded on the ex-dividend date. |
E. | 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 amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. |
7
Notes to the Financial Statements | The Meet Kevin Pricing Power ETF |
October 31, 2024
F. | Share Valuation. The NAV per share of the Fund 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. The Fund's shares will not be priced on the days on which the New York Stock Exchange. ("NYSE" ) is closed for trading. |
G. | 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. |
H. | Reclassification of Capital Accounts. U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications are primary due to adjustments for redemptions in-kind. These reclassifications have no effect on net assets or NAV per share. For the year ended October 31, 2024, the following reclassification adjustments were made: |
Paid-In Capital |
Total Distributable Earnings |
|
$2,323,717 | $(2,323,717) |
During the year ended October 31, 2024, the Fund realized $2,323,717 in net capital gains resulting from in-kind redemptions, in which Account Participants exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from accumulated earnings to paid-in capital.
I. | 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. |
NOTE 3 - PRINCIPAL INVESTMENT RISKS |
Equity Market Risk. By virtue of the Fund's investments in equity securities, equity ETFs, and equity index futures agreements, the Fund is exposed to equity securities both directly and indirectly which subjects the Fund to equity market risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. Equity securities may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests.
General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in the Fund's portfolio may underperform in comparison to securities in the general financial markets, a particular financial market, or other asset classes, due to a number of factors, including inflation (or expectations for inflation), interest rates, global demand for particular products or resources, natural disasters or events, pandemic diseases, terrorism, regulatory events, and government controls.
Technology Sector Risk. The Fund will invest substantially in companies in the information technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund's investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.
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 principal risks which may adversely affect the Fund's NAV, trading price, yield, total return and/or ability to meet its objective. For more
8
Notes to the Financial Statements | The Meet Kevin Pricing Power ETF |
October 31, 2024
information about the risks of investing in the Fund, see the section in the Fund's Prospectus titled "Additional Information About the Fund - Principal Risks of Investing in the Fund."
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, subject to the supervision of the Board. The Adviser provides oversight of the Sub-Adviser, the investment Sub-Adviser to the Fund, 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") based on the average daily net assets of the Fund at the annualized rate of 0.75%. 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 fiscal year ended October 31, 2024 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 and paid monthly, at an annual rate of 0.02% of the Fund's average net assets (the "Sub-Advisory Fee"). The Sub-Adviser has agreed to assume a portion of the Adviser's obligation to pay all expenses incurred by the Fund, except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligations for a portion of the Fund's expenses, the Adviser has agreed to pay the Sub-Adviser a corresponding share of profits, if any, generated by the Fund's Investment Advisory Fees, 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.
Tidal ETF Services LLC ("Tidal"), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Funds' administrator and, in that capacity, performs various administrative and management services for the Funds. Tidal coordinates the payment of Fund-related expenses and manages the Trust's relationships with its various service providers. As compensation for the services it provides, Tidal receives a fee based on the Fund's average daily net assets, subject to a minimum annual fee. Tidal also is entitled to certain out-of-pocket expenses for the services mentioned above.
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services ("Fund Services"), serves as the Fund's sub-administrator, fund accountant and transfer agent. In those capacities, Fund Services performs various administrative and accounting services for the Fund. Fund Services 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. 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.
9
Notes to the Financial Statements | The Meet Kevin Pricing Power ETF |
October 31, 2024
NOTE 5 - PURCHASES AND SALES OF SECURITIES |
For the year ended October 31, 2024, 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 $84,939,804 and $100,620,908, respectively.
For the year ended October 31, 2024, purchases or sales of long-term U.S. government securities were $17,963,491 and $17,175,389, respectively.
For the year ended October 31, 2024, in-kind transactions associated with creations and redemptions for the Fund were $4,736,209 and $9,729,519, respectively.
NOTE 6 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS |
The tax character of distributions paid during the year ended October 31, 2024 and the period ended October 31, 2023 were as follows:
Distributions paid from: | October 31, 2024 | October 31, 2023 | ||
Ordinary Income | $10,187 | $- |
As of the most recent fiscal year ended October 31, 2024, the components of accumulated losses on a tax basis were as follows:
Investments, at cost(a) | $21,475,558 | |||
Gross tax unrealized appreciation | 1,303,697 | |||
Gross tax unrealized depreciation | (1,710,817 | ) | ||
Net tax unrealized appreciation (depreciation) | (407,120 | ) | ||
Undistributed ordinary income (loss) | 157,787 | |||
Undistributed long-term capital gain (loss) | - | |||
Total distributable earnings | 157,787 | |||
Other accumulated gain (loss) | (24,029 | ) | ||
Total accumulated losses | $(273,362 | ) |
(a) | The differences between book and tax-basis unrealized appreciation was attributable primarily to the treatment of wash sales. |
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 most recent fiscal year ended October 31, 2024, the Fund had not elected to defer any late year losses.
As of the most recent fiscal year ended October 31, 2024, the Fund had long-term and short-term capital loss carryovers of $0 and $24,029, respectively, which do not expire. During the fiscal year ended October 31, 2024, the Fund utilized $728,810 of capital loss carryovers.
NOTE 7 - SHARE TRANSACTIONS |
Shares of the Fund are listed and traded on the NYSE Arca, Inc. 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
10
Notes to the Financial Statements | The Meet Kevin Pricing Power ETF |
October 31, 2024
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 of up to a maximum of 2% and for Redemption Units of up to a maximum of 2%, respectively, of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statements 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 8 - 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 rising inflation, uncertainty regarding central banks' interest rates, the possibility of a national or global recession, trade tensions, political events, the war between Russia and Ukraine, and significant conflict between Israel and Hamas in the Middle East. As a result of continuing political tensions and armed conflicts, including the war between Ukraine and Russia, the U.S. and the European Union imposed sanctions on certain Russian individuals and companies, including certain financial institutions, and have limited certain exports and imports to and from Russia. The war has contributed to recent market volatility and may continue to do so. The Middle East conflict has led to significant loss of life, damaged infrastructure and escalated tensions both in the region and globally. 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.
NOTE 9 - 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.
11
Report of Independent | |
Registered Public Accounting Firm | The Meet Kevin Pricing Power ETF |
To the Shareholders of The Meet Kevin Pricing Power ETF and
Board of Trustees of Tidal Trust II
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of The Meet Kevin Pricing Power ETF (the "Fund"), a series of Tidal Trust II, as of October 31, 2024, the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year then ended and for the period from November 28, 2022 (commencement of operations) through October 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2024, the results of its operations, the changes in net assets and the financial highlights for the periods indicated above, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2024, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more investment companies advised by Tidal Investments LLC since 2020.
COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
December 30, 2024
12
Other Non-Audited Information | The Meet Kevin Pricing Power ETF |
(Unaudited) |
October 31, 2024
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the year ended October 31, 2024, certain dividends paid by the Fund may be subject to a maximum tax rate of 23.8%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003 and the Tax Cuts and Jobs Act of 2017. The percentage of dividends declared from ordinary income designated as qualified dividend income was as follows:
The Meet Kevin Pricing Power ETF | 100.00% |
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the year ended October 31, 2024, was as follows:
The Meet Kevin Pricing Power ETF | 100.00% |
The percentage of taxable ordinary income distributions that are designated as short-term capital gain distributions under Internal Revenue Section 871(k)(2)(c) for the year ended October 31, 2024, was as follows:
The Meet Kevin Pricing Power ETF | 0.00% |
13
(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.
Not applicable.
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. Filed herewith. |
(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.
(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) | Tidal Trust II | |
By (Signature and Title)* | /s/ Eric W. Falkeis | |
Eric W. Falkeis, President/Principal Executive Officer | ||
Date | January 10, 2025 |
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 | ||
Date | January 10, 2025 |
By (Signature and Title)* | /s/ Aaron J. Perkovich | |
Aaron J. Perkovich, Treasurer/Principal Financial Officer | ||
Date | January 10, 2025 |
* Print the name and title of each signing officer under his or her signature.