11/06/2025 | Press release | Distributed by Public on 11/06/2025 11:46
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 (811-23312)
Tidal Trust III
(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 III
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: August 31
Date of reporting period: August 31, 2025
Item 1. Reports to Stockholders.
TradersAI Large Cap Equity & Cash ETF Tailored Shareholder Report
annual shareholder report
TradersAI Large Cap Equity & Cash ETF
Ticker: HFSP(Listed on The Nasdaq Stock Market, LLC)
This annual shareholder reportcontains important information about the TradersAI Large Cap Equity & Cash ETF (the "Fund") for the period October 23, 2024 (the Fund's "Inception") to August 31, 2025. You can find additional information about the Fund at www.tradersaietfs.com. You can also request this information by contacting us at 844-679-9559or by writing to the TradersAI Large Cap Equity & Cash 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
|
|
TradersAI Large Cap Equity & Cash ETF
|
$104
|
1.25%
|
Cumulative Performance
(Initial Investment of $10,000)
Annual Performance
|
Since Inception
(10/23/2024)
|
|
|
TradersAI Large Cap Equity & Cash ETF
|
-6.01%
|
|
S&P 500 Total Return Index
|
12.69%
|
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.tradersaietfs.comfor more recent performance information.
How did the Fund perform last year and what affected its performance?
The year-to-date 2025 can be described as a year of monetary inflection, AI infrastructure boom and broadening equity leadership. While the broader S&P 500 advanced over 10%-driven by rate cuts, AI infrastructure boom, and broad sector participation- The rally has been characterized by fragility beneath the surface. Year-to-date, the S&P 500 has oscillated between early-year instability and mid-year calm, with intermittent spikes keeping investors on edge.
The HFSP ETF faced performance headwinds amid a challenging backdrop for intraday and tactical trading strategies to navigate episodic volatility while capitalizing on intraday market inefficiencies:
1. Intraday Strategy in a Historically High Volatility Environment
HFSP's approach relies on exploiting intraday market inefficiencies during moderately high market volatility. The tariffs driven historic volatility onset in April and May have proven outside of the normal volatility distribution ranges, leading to indeterminate states of our models, which lead to our performance lagging the market's eye-popping reversal over a very short period of time.
2. Limited Upside Capture During Broad Market Rallies
While the S&P 500 surged over 10% YTD, HFSP's tactical allocation between equity and cash meant it underperformed since the fund's intraday models could not fully capture the multi-day rallies with compressed volatility.
3. Trading Frequency and Cost Implications
HFSP's strategy involves entering and exiting positions almost on a daily basis, which-while designed to exploit short-term inefficiencies-resulted in elevated operational costs and opportunity costs. Frequent trading increased transaction expenses and limited the fund's ability to participate in longer-duration trends that drove broader market gains.
Despite the historic volatility the markets experienced from the so called "Liberation Day" macro shocks. HFSP continued to deliver returns with very low correlation to the returns of the S&P 500 Index, thus delivering on the main USP of HFSP: "Non-correlated/Low-correlated Returns without sacrificing liquidity". HFSP remains committed to its quant-driven approach, seeking alpha through disciplined execution and real-time market responsiveness.
TradersAI Large Cap Equity & Cash ETF Tailored Shareholder Report
Key Fund Statistics
(as of August 31, 2025)
|
Fund Size (Thousands)
|
$926
|
|
Number of Holdings
|
7
|
|
Total Advisory Fee
|
$10,670
|
|
Portfolio Turnover Rate
|
0%
|
What did the Fund invest in?
(as of August 31, 2025)
Security Type - Investments
(% of total net assets)
|
Top Holdings
|
(% of total net assets)
|
|
E-mini S&P 500 Index Put Option, Expiration: September 2025; Exercise Price: $6,490.00
|
2.6
|
|
E-mini S&P 500 Index Call Option, Expiration: September 2025; Exercise Price: $6,480.00
|
2.2
|
|
E-mini S&P 500 Index Put Option, Expiration: September 2025; Exercise Price: $6,485.00
|
-1.4
|
|
E-mini S&P 500 Index Call Option, Expiration: September 2025; Exercise Price: $6,490.00
|
-0.9
|
|
E-mini S&P 500 Index Future; December 2025
|
-0.3
|
|
E-mini S&P 500 Index Future; September 2025
|
-0.1
|
For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit www.tradersaietfs.com.
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.
1
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. Ms. Monica Byrd 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 years. "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 the fiscal year. "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 each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.
TradersAI Large Cap Equity & Cash ETF
| FYE 8/31/2025 | FYE 8/31/2024 | |
| ( a ) Audit Fees | $11,000 | N/A |
| ( b ) Audit-Related Fees | N/A | N/A |
| ( c ) Tax Fees | $3,000 | N/A |
| ( 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 Tait, Weller & Baker LLP. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| FYE 8/31/2025 | FYE 8/31/2024 | |
| Audit-Related Fees | 0% | N/A |
| Tax Fees | 0% | N/A |
| All Other Fees | 0% | N/A |
2
(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 last two years.
| Non-Audit Related Fees | FYE 8/31/2025 | FYE 8/31/2024 |
| 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 are as follows: Monica Byrd, Pamela Cytron and Lawrence Jules. |
| (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. |
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Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.
| (a) |
Financial Statements
August 31, 2025
Tidal Trust III
TradersAI Large Cap Equity & Cash ETF | HFSP | The Nasdaq Stock Market, LLC
TradersAI Large Cap Equity & Cash ETF
Table of Contents
| Page | |
| Schedule of Investments | 1 |
| Statements of Assets and Liabilities | 4 |
| Statements of Operations | 5 |
| Statements of Changes in Net Assets | 6 |
| Financial Highlights | 7 |
| Notes to Financial Statements | 8 |
| Report of Independent Registered Public Accounting Firm | 20 |
| Other Non-Audited Information | 21 |
TradersAI Large Cap Equity & Cash ETF
Schedule of Investments
August 31, 2025
| PURCHASED OPTIONS - 4.8%(a)(b)(c) | Notional Amount | Contracts | Value | |||||||||
| Call Options - 2.2% | ||||||||||||
| E-mini S&P 500 Index, Expiration: 9/19/2025; Exercise Price: | ||||||||||||
| $6,480.00 | $ | 38,837 | 6 | $ | 20,100 | |||||||
| Put Options - 2.6% | ||||||||||||
| E-mini S&P 500 Index, Expiration: 9/19/2025; Exercise Price: | ||||||||||||
| $6,490.00 | 38,837 | 6 | 23,550 | |||||||||
| TOTAL PURCHASED OPTIONS (Cost $46,292) | 43,650 | |||||||||||
| SHORT-TERM INVESTMENTS - 0.5% | ||||||||||||
| Money Market Funds - 0.5% | Shares | Value | ||||||||||
| First American Government Obligations Fund - Class X, 4.23%(d) | 4,975 | 4,975 | ||||||||||
| TOTAL SHORT-TERM INVESTMENTS (Cost $4,975) | 4,975 | |||||||||||
| TOTAL INVESTMENTS - 5.3% (Cost $51,267) | $ | 48,625 | ||||||||||
| Other Assets in Excess of Liabilities - 94.7% | 877,093 | |||||||||||
| TOTAL NET ASSETS - 100.0% | $ | 925,718 | ||||||||||
Percentages are stated as a percent of net assets.
| (a) | Exchange-traded. |
| (b) | 100 shares per contract. |
| (c) | Held in connection with written option contracts. See Schedule of Written Options Contracts for further information. |
| (d) | The rate shown represents the 7-day annualized effective yield as of August 31, 2025. |
The accompanying notes are an integral part of these financial statements.
1
TradersAI Large Cap Equity & Cash ETF
Schedule of Written Options Contracts
August 31, 2025
| Notional | ||||||||||||
| WRITTEN OPTIONS - (2.3)%(a)(b) | Amount | Contracts | Value | |||||||||
| Call Options - (0.9)% | ||||||||||||
| E-mini S&P 500 Index, Expiration: 9/5/2025; Exercise Price: $6,490.00 | $ | (38,837 | ) | (6 | ) | $ | (8,400 | ) | ||||
| Put Options - (1.4)% | ||||||||||||
| E-mini S&P 500 Index, Expiration: 9/5/2025; Exercise Price: $6,485.00 | (38,837 | ) | (6 | ) | (12,900 | ) | ||||||
| TOTAL WRITTEN OPTIONS (Premiums received $22,483) | (21,300 | ) | ||||||||||
| Percentages are stated as a percent of net assets. | ||||||||||||
| (a) | 100 shares per contract. |
| (b) | Exchange-traded. |
The accompanying notes are an integral part of these financial statements.
2
TradersAI Large Cap Equity & Cash ETF
Schedule of Futures Contracts
August 31, 2025
FUTURES CONTRACTS - (0.4)%
| Value / | ||||||||||||||||
| Unrealized | ||||||||||||||||
| Contracts | Expiration | Notional | Appreciation | |||||||||||||
| Description | Purchased | Date | Value | (Depreciation) | ||||||||||||
| E-mini S&P 500 Index | 6 | 12/19/25 | $ | 1,958,550 | $ | (2,413 | ) | |||||||||
| Value / | ||||||||||||||||
| Unrealized | ||||||||||||||||
| Contracts | Expiration | Notional | Appreciation | |||||||||||||
| Description | Sold | Date | Value | (Depreciation) | ||||||||||||
| E-mini S&P 500 Index | (6 | ) | 09/19/25 | (1,941,825 | ) | (1,139 | ) | |||||||||
| Net Unrealized Appreciation (Depreciation) | (3,552 | ) | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
3
Statement of Assets and Liabilities
August 31, 2025
|
TradersAI Large Cap Equity & Cash ETF |
||||
| ASSETS: | ||||
| Investments, at value (cost $51,267) (Note 2) | $ | 48,625 | ||
| Deposits with brokers | 896,343 | |||
| Variation margin receivable | 1,950 | |||
| Interest receivable | 1,068 | |||
| Total assets | 947,986 | |||
| LIABILITIES: | ||||
| Written option contracts, at value (cost $22,483) | 21,300 | |||
| Payable to adviser (Note 4) | 968 | |||
| Total liabilities | 22,268 | |||
| NET ASSETS | $ | 925,718 | ||
| NET ASSETS CONSISTS OF: | ||||
| Paid-in capital | $ | 1,028,382 | ||
| Total distributable earnings/(accumulated losses) | (102,664 | ) | ||
| Total Net Assets | $ | 925,718 | ||
| Net assets | $ | 925,718 | ||
| Shares issued and outstanding(a) | 50,000 | |||
| Net asset value per share | $ | 18.51 |
| (a) | Unlimited shares authorized without par value. |
The accompanying notes are an integral part of these financial statements.
4
Statement of Operations
For the Period Ended August 31, 2025
| TradersAI Large Cap Equity & Cash ETF(a) | ||||
| INVESTMENT INCOME: | ||||
| Interest income | $ | 21,739 | ||
| Total investment income | 21,739 | |||
| EXPENSES: | ||||
| Investment advisory fee (Note 4) | 10,670 | |||
| Total expenses | 10,670 | |||
| NET INVESTMENT INCOME (LOSS) | 11,069 | |||
| REALIZED AND UNREALIZED GAIN (LOSS) | ||||
| Net realized gain (loss) from: | ||||
| Investments | (24,157 | ) | ||
| Written option contracts | 187,595 | |||
| Futures contracts | (261,091 | ) | ||
| Net realized gain (loss) | (97,653 | ) | ||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | (2,642 | ) | ||
| Written option contracts | 1,183 | |||
| Futures contracts | (3,552 | ) | ||
| Net change in unrealized appreciation (depreciation) | (5,011 | ) | ||
| Net realized and unrealized gain (loss) | (102,664 | ) | ||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | (91,595 | ) | |
| (a) | Inception date of the Fund was October 23, 2024. |
The accompanying notes are an integral part of these financial statements.
5
Statement of Changes in Net Assets
| TradersAI Large Cap Equity & Cash ETF(a) | ||||
| Period Ended August 31, 2025 | ||||
| OPERATIONS: | ||||
| Net investment income (loss) | $ | 11,069 | ||
| Net realized gain (loss) | (97,653 | ) | ||
| Net change in unrealized appreciation (depreciation) | (5,011 | ) | ||
| Net increase (decrease) in net assets resulting from operations | (91,595 | ) | ||
| DISTRIBUTIONS TO SHAREHOLDERS: | ||||
| Distributions to shareholders | (15,326 | ) | ||
| Total distributions to shareholders | (15,326 | ) | ||
| CAPITAL TRANSACTIONS: | ||||
| Subscriptions | 1,992,121 | |||
| Redemptions | (960,072 | ) | ||
| ETF transaction fees (Note 8) | 590 | |||
| Net increase (decrease) in net assets from capital transactions | 1,032,639 | |||
| NET INCREASE (DECREASE) IN NET ASSETS | 925,718 | |||
| NET ASSETS: | ||||
| Beginning of the period | - | |||
| End of the period | $ | 925,718 | ||
| SHARES TRANSACTIONS | ||||
| Subscriptions | 100,000 | |||
| Redemptions | (50,000 | ) | ||
| Total increase (decrease) in shares outstanding | 50,000 | |||
| (a) | Inception date of the Fund was October 23, 2024. |
The accompanying notes are an integral part of these financial statements.
6
Financial Highlights
For a share outstanding throughout the period presented
| TradersAI Large Cap Equity & Cash ETF | |||
| Period Ended August 31, 2025(a) | |||
| PER SHARE DATA: | |||
| Net asset value, beginning of period | $20.00 | ||
| INVESTMENTS OPERATIONS: | |||
| Net investment income (loss)(b) | 0.21 | ||
| Net realized and unrealized gain (loss)(c) | (1.41) | ||
| Total from investment operations | (1.20) | ||
| LESS DISTRIBUTIONS FROM: | |||
| Net investment income | (0.05) | ||
| Net realized gains | (0.25) | ||
| Total distributions | (0.30) | ||
| ETF transaction fee per share | 0.01 | ||
| Net asset value, end of period | $18.51 | ||
| TOTAL RETURN(d) | (6.01)% | ||
| SUPPLEMENTAL DATA AND RATIOS: | |||
| Net assets, end of period (in thousands) | $926 | ||
| Ratio of expenses to average net assets(e) | 1.25% | ||
| Ratio of net investment income to average net assets(e) | 1.30% | ||
| Portfolio turnover rate(d)(f) | 0% | ||
| (a) | Inception date of the Fund was October 23, 2024. |
| (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.
7
Notes to Financial Statements
August 31, 2025
NOTE 1 - ORGANIZATION
The TradersAI Large Cap Equity & Cash 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 Traders A.I, 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 October 23, 2024
The investment objective of the Fund is to seek maximum total return.
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 (the "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 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.
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.
8
Notes to Financial Statements
August 31, 2025
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 August 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Investments: | ||||||||||||||||
| Purchased Options | $ | 43,650 | $ | - | $ | - | $ | 43,650 | ||||||||
| Money Market Funds | 4,975 | - | - | 4,975 | ||||||||||||
| Total Investments | $ | 48,625 | $ | - | $ | - | $ | 48,625 | ||||||||
| Liabilities: | ||||||||||||||||
| Other Financial Instruments: | ||||||||||||||||
| Written Options | (21,300 | ) | - | - | (21,300 | ) | ||||||||||
| Futures Contracts(a) | (3,552 | ) | - | - | (3,552 | ) | ||||||||||
| Total Other Financial Instruments | $ | (24,852 | ) | $ | - | $ | - | $ | (24,852 | ) | ||||||
| (a) | The fair value of the Fund's other financial instruments represents the net unrealized appreciation (depreciation) as of August 31, 2025. |
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
9
Notes to Financial Statements
August 31, 2025
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.
As of August 31, 2025, 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.
Futures Contracts - The Fund may purchase futures contracts to gain long exposure to the S&P 500 Index. The purchase of futures contracts may be more efficient or cost-effective than buying the underlying securities or assets. A futures contract is an agreement that obligates the buyer to buy and the seller to sell a specified quantity of an underlying asset (or settle for cash the value of a contract based on an underlying asset, rate, or index) at a specific price on the contract maturity date. Upon entering into a futures contract, the Fund is required to pledge to the counterparty an amount of cash, U.S. government securities or other high- quality debt securities equal to the minimum "initial margin" requirements of the exchange or the broker. Thereafter, a "variation margin" amount may be required to be paid by the Fund or received by the Fund in accordance with margin controls set for such accounts, depending upon changes in the marked-to market value of the futures contract. The account is marked-to market daily and the variation margin is monitored by the Adviser and Custodian (defined below) on a daily basis. When the contract is closed, the Fund records a gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The Fund will cover their current obligations under futures contracts by the segregation of liquid assets or by entering into offsetting transactions or owning positions covering its obligations. The Fund's use of futures contracts may involve risks that are different from, or possibly greater than, the risk associated with investing directly in securities or other more traditional instruments. These risks include the risk that the value of the futures contracts may not correlate perfectly, or at all, with the value of the assets, reference rates, or indices that they are designed to track. Other risks include: an illiquid secondary market for a particular instrument and possible exchange-imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; the risk that adverse price movements in an instrument can result in a loss substantially greater than a Fund's initial investment in that instrument (in some cases, the potential loss is unlimited); and the risk that a counterparty will not perform its obligations. The Fund had futures contracts activity during the period ended August
10
Notes to Financial Statements
August 31, 2025
31, 2025. Realized and unrealized gains and losses are included in the Statement of Operations. The futures contracts held by the Fund are exchange-traded with Interactive Brokers, LLC acting as the futures commission merchant.
Derivative Instruments - As the buyer of a call option, the Fund has a right to buy the underlying reference instrument (e.g., a currency or security) at the exercise price at any time during the option period (for American style options). The Fund may enter into closing sale transactions with respect to call options, exercise them, or permit them to expire. For example, the Fund may buy call options on underlying reference instruments that it intends to buy with the goal of limiting the risk of a substantial increase in their market price before the purchase is effected. Unless the price of the underlying reference instrument changes sufficiently, a call option purchased by the Fund may expire without any value to the Fund, in which case such Fund would experience a loss to the extent of the premium paid for the option plus related transaction costs.
As the buyer of a put option, the Fund has the right to sell the underlying reference instrument at the exercise price at any time during the option period (for American style options). Like a call option, the Fund may enter into closing sale transactions with respect to put options, exercise them, or permit them to expire. The Fund may buy a put option on an underlying reference instrument owned by the Fund (a protective put) as a hedging technique in an attempt to protect against an anticipated decline in the market value of the underlying reference instrument. Such hedge protection is provided only during the life of the put option when the Fund, as the buyer of the put option, is able to sell the underlying reference instrument at the put exercise price, regardless of any decline in the underlying instrument's market price. The Fund may also seek to offset a decline in the value of the underlying reference instrument through appreciation in the value of the put option. The premium paid for the put option and any transaction costs would reduce any short-term capital gain that may be available for distribution when the instrument is eventually sold. Buying put options at a time when the buyer does not own the underlying reference instrument allows the buyer to benefit from a decline in the market price of the underlying reference instrument, which generally increases the value of the put option.
If a put option is not terminated in a closing sale transaction when it has remaining value, and if the market price of the underlying reference instrument remains equal to or greater than the exercise price during the life of the put option, the buyer would not make any gain upon exercise of the option and would experience a loss to the extent of the premium paid for the option plus related transaction costs. In order for the purchase of a put option to be profitable, the market price of the underlying reference instrument must decline sufficiently below the exercise price to cover the premium and transaction costs.
Writing options may permit the writer to generate additional income in the form of the premium received for writing the option. The writer of an option may have no control over when the underlying reference instruments must be sold (in the case of a call option) or purchased (in the case of a put option) because the writer may be notified of exercise at any time prior to the expiration of the option (for American style options). In general, though, options are infrequently exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium. Writing "covered" call options means that the writer owns the underlying reference instrument that is subject to the call option. Call options may also be written on reference instruments that the writer does not own.
If the Fund writes a covered call option, any underlying reference instruments that are held by the Fund and are subject to the call option will be earmarked on the books of such Fund as segregated to satisfy its obligations under the option. The Fund will be unable to sell the underlying reference instruments that are subject to the written call option until it either effects a closing transaction with respect to the written call, or otherwise satisfies the conditions for release of the underlying reference instruments from segregation. As the writer of a covered call option, the Fund gives up the potential for capital appreciation above the exercise price of the option should the underlying reference instrument rise in value. If the value of the underlying reference instrument rises above the exercise price of the call option, the
11
Notes to Financial Statements
August 31, 2025
reference instrument will likely be "called away," requiring the Fund to sell the underlying instrument at the exercise price. In that case, the Fund will sell the underlying reference instrument to the option buyer for less than its market value, and such Fund will experience a loss (which will be offset by the premium received by the Fund as the writer of such option). If a call option expires unexercised, the Fund will realize a gain in the amount of the premium received. If the market price of the underlying reference instrument decreases, the call option will not be exercised, and the Fund will be able to use the amount of the premium received to hedge against the loss in value of the underlying reference instrument. The exercise price of a call option will be chosen based upon the expected price movement of the underlying reference instrument. The exercise price of a call option may be below, equal to (at-the-money), or above the current value of the underlying reference instrument at the time the option is written.
As the writer of a put option, the Fund has a risk of loss should the underlying reference instrument decline in value. If the value of the underlying reference instrument declines below the exercise price of the put option and the put option is exercised, the Fund, as the writer of the put option, will be required to buy the instrument at the exercise price, which will exceed the market value of the underlying reference instrument at that time. The Fund will incur a loss to the extent that the current market value of the underlying reference instrument is less than the exercise price of the put option. However, the loss will be offset in part by the premium received from the buyer of the put. If a put option written by the Fund expires unexercised, such Fund will realize a gain in the amount of the premium received.
The Fund has adopted financial reporting rules and regulations that require enhanced disclosure regarding derivatives and hedging activity intending to improve financial reporting of derivative instruments by enabling investors to understand how an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity's results of operations and financial position.
For the period ended August 31, 2025, the Fund's monthly average notional amount are described below:
| Average Contracts |
Average Notional Amount |
||||||
| Purchased options | 3 | $ | 14,458 | ||||
| Written options | (6) | (37,358 | ) | ||||
| Long futures contracts | 3 | 930,532 | |||||
| Short futures contracts | (1) | (493,507 | ) | ||||
The following tables show the effects of derivative instruments on the financial statements.
Statement of Assets & Liabilities
Fair value of derivative instruments as of August 31, 2025:
| Asset Derivatives | Liability Derivatives | |||||||||||
| Statement of Assets | Statement of Assets | |||||||||||
| Derivative Instruments | and Liabilities | Fair Value | and Liabilities | Fair Value | ||||||||
| Equities Risk | ||||||||||||
| Purchased options | Investments, at value | $ | 43,650 | None | $ | - | ||||||
| Written options | Written option | |||||||||||
| None | - | contracts, at value | 21,300 | |||||||||
| Futures contracts | Unrealized | |||||||||||
| depreciation on | ||||||||||||
| None | - | futures contracts | 3,552 | (a) | ||||||||
12
Notes to Financial Statements
August 31, 2025
| (a) | Includes cumulative appreciation/depreciation on futures contracts as reported in the Schedule of investments. The Statement of Assets and Liabilities reports the current day's variation margin. |
The effect of derivative instruments on the Statement of Operations for the period ended August 31, 2025:
|
Derivative Instruments |
Location of Gain (Loss) on Derivatives Recognized as Income |
Realized Gain (Loss) on Derivatives Recognized as Income |
Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income |
|||||||
| Equities Risk | ||||||||||
| Purchased options | Net realized gain (loss) and | |||||||||
| unrealized appreciation | ||||||||||
| (depreciation) on Investments | $ | (23,136 | ) | $ | (2,642 | ) | ||||
| Written options | Net realized gain (loss) and | |||||||||
| unrealized appreciation | ||||||||||
| (depreciation) on Written | ||||||||||
| option contracts | 187,595 | 1,183 | ||||||||
| Futures contracts | Net realized gain (loss) and | |||||||||
| unrealized appreciation | ||||||||||
| (depreciation) on futures | ||||||||||
| contracts | (261,091 | ) | (3,552 | ) | ||||||
The Fund is not subject to master netting agreements; therefore, no additional disclosures regarding netting agreements are required.
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 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
13
Notes to Financial Statements
August 31, 2025
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.
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 have no effect on net assets or NAV per Share. These differences are primarily due to excess distributions. For the period ended August 31, 2025, the following adjustments were made:
| Paid-In Capital |
Total distributable earnings/(accumulated losses) |
| $(4,257) | $4,257 |
New Accounting Pronouncement: In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income tax disclosures ("ASU 2023-09"). The primary purpose of the amendments within ASU 2023-09 is to enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation table and income taxes paid information. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Management is currently evaluating the implications of these changes on the financial statements.
NOTE 3 - PRINCIPAL INVESTMENT RISKS
Intraday Trading Strategy Risks. The Fund's intra-day trading strategy subjects the Fund to various risks. Due to the rapid execution of trades, there is a risk that orders may not be filled at the desired price, especially in fast- moving or illiquid markets, leading to slippage where the actual execution price deviates from the intended price, adversely affecting the Fund's performance. The Fund's trading signals, generated by proprietary algorithms and reviewed by human traders, may not perform as expected due to flaws in the algorithms, incorrect data inputs, or unforeseen market conditions, and human judgment in reviewing signals may introduce errors or biases. Additionally, the Fund's ability to execute trades at favorable prices may be affected by the liquidity of the underlying securities or derivatives; during periods of low liquidity, it may be difficult to enter or exit positions without significantly impacting the price, which could lead to larger losses or reduced gains. Furthermore, the strategy involves closing positions at the end of the trading day based on market price action and predefined levels, and unexpected market movements near the close of trading could force the Fund to exit positions at unfavorable prices, potentially leading to losses.
Derivatives Risk. Derivatives are financial instruments that derive value from the underlying reference asset or assets, such as stocks, bonds, commodities, currencies, funds (including ETFs), interest rates or indexes. The Fund's investments in derivatives may pose risks in addition to, and greater than, those associated with directly investing in securities or other ordinary investments, including risk related to the market, imperfect correlation with underlying investments or the Fund's other portfolio holdings, higher price volatility, lack of availability, counterparty risk, liquidity, valuation and legal restrictions. The use of derivatives is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The use of derivatives may result in larger losses or smaller gains than directly investing in the underlying reference asset(s). Because derivatives often require only a limited initial investment, the use of derivatives may expose the Fund to losses in excess of those amounts initially invested. In addition, the Fund's investments in derivatives are subject to the following risks:
Futures Contracts. Risks of futures contracts include: (i) an imperfect correlation between the value of the futures contract and the underlying asset; (ii) possible lack of a liquid secondary market; (iii) the inability to
14
Notes to Financial Statements
August 31, 2025
close a futures contract when desired; (iv) losses caused by unanticipated market movements, which may be unlimited; (v) an obligation for the Fund to make daily cash payments to maintain its required margin, particularly at times when the Fund may have insufficient cash; and (vi) unfavorable execution prices from rapid selling.
Options. Purchasing and writing put and call options are highly specialized activities and entail greater than ordinary investment risks. The Fund may not fully benefit from or may lose money on an option if changes in its value do not correspond as anticipated to changes in the value of the underlying securities. If the Fund is not able to sell an option held in its portfolio, it would have to exercise the option to realize any profit and would incur transaction costs upon the purchase or sale of the underlying securities. Ownership of options involves the payment of premiums, which may adversely affect the Fund's performance.
Counterparty Risk. Counterparty risk is the likelihood or probability that a party involved in a transaction might default on its contractual obligation. Where the Fund enters into derivative contracts that are exchange-traded, the Fund is subject to the counterparty risk associated with the Fund's clearing broker or clearinghouse. Relying on a counterparty exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. If a counterparty defaults on its payment obligations to the Fund, this default will cause the value of an investment in the Fund to decrease. In addition, to the extent the Fund deals with a limited number of counterparties, it will be more susceptible to the credit risks associated with those counterparties.
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 1.25% 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 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 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
15
Notes to Financial Statements
August 31, 2025
monthly to the Adviser. Investment Advisory Fees for the period ended August 31, 2025 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-Adviser has agreed to assume the Adviser's obligation to pay all expenses incurred by the Fund, except for Excluded Expenses. For assuming the payment obligation, the Adviser has agreed to pay to the Sub- Adviser the 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.
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 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 (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, 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, which serves as the Chief Operating Decision Maker ("CODM"). The Principal Financial Officer is responsible for assessing the Fund's financial performance and allocating resources. In making these assessments, the Adviser evaluates the Fund's financial results
16
Notes to Financial Statements
August 31, 2025
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.
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 August 31, 2025, the cost of purchases and proceeds from the sales or maturities of securities, excluding options, short-term investments, U.S. government securities, and in-kind transactions were:
| Purchases | Sales |
| $5,561,284 | $5,559,627 |
For the period ended August 31, 2025, there were no purchases or sales of long-term U.S. government securities.
For the period ended August 31, 2025, there were no in-kind transactions associated with creations and redemptions.
NOTE 7 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during the period ended August 31, 2025 were as follows:
| Distributions paid from: | ||||
| Ordinary Income(a) | $ | 15,326 | ||
| Long-term Capital Gains | - | |||
(a) Ordinary income includes short-term capital gains.
As of the fiscal year ended August 31, 2025, the components of distributable earnings/(accumulated losses) on a tax basis were as follows:
| Cost of investments(a) | $ | 48,625 | ||
| Gross tax unrealized appreciation | - | |||
| Gross tax unrealized depreciation | - | |||
| Net tax unrealized appreciation (depreciation) | - | |||
| Undistributed ordinary income (loss) | - | |||
| Undistributed long-term capital gain (loss) | - | |||
| Total distributable earnings | - | |||
| Other accumulated gain (loss) | (102,664 | ) | ||
| Total distributable earnings/(accumulated losses) | $ | (102,664 | ) |
17
Notes to Financial Statements
August 31, 2025
| (a) | The difference between book and tax-basis unrealized appreciation is primarily due to timing differences in recognizing certain gains and losses in security transactions. |
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 August 31, 2025, the Fund had not elected to defer any post-October or late-year losses.
As of the fiscal period ended August 31, 2025, the Fund had long-term and short-term capital loss carryovers of $61,148 and $41,516, 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
18
Notes to Financial Statements
August 31, 2025
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 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.
19
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of TradersAI Large Cap Equity & Cash ETF and
The Board of Trustees of Tidal Trust III
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of TradersAI Large Cap Equity & Cash ETF (the "Fund"), a series of Tidal Trust III (the "Trust"), including the schedule of investments, as of August 31, 2025, the related statement of operations, the statement of changes in net assets and the financial highlights for the period from October 23, 2024 (commencement of operations) through August 31, 2025, 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 August 31, 2025, the results of its operations, the changes in its net assets and the financial highlights for the period from October 23, 2024 (commencement of operations) through August 31, 2025, 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 audit. 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 have served as the auditor of one or more of the funds in the Trust since 2025.
We conducted our audit 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit 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 audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of June 30, 2025 by correspondence with the custodian and prime broker. We believe that our audit provide a reasonable basis for our opinion.
| TAIT, WELLER & BAKER LLP | |
| Philadelphia, Pennsylvania | |
| October 30, 2025 |
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Other Non-Audited Information
August 31, 2025
QUALIFIED DIVIDEND INCOME/DIVIDENDS RECEIVED DEDUCTION
For the period ended August 31, 2025, certain dividends paid by the Funds 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:
| TradersAI Large Cap Equity & Cash ETF | 0.00% |
For corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the period ended August 31, 2025, was as follows:
| TradersAI Large Cap Equity & Cash ETF | 0.00% |
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 period ended August 31, 2025, was as follows:
| TradersAI Large Cap Equity & Cash ETF | 0.00% |
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| (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.
The aggregate remuneration paid to the Registrant's trustees, officers and others, if any, is included in Item 7 of this report.
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.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees during the period covered by this report.
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. |
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| (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. |
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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 | ||
| Date | November 6, 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 | November 6,2025 |
| By (Signature and Title)* | /s/ Aaron J. Perkovich | |
| Aaron J. Perkovich, Treasurer/Principal Financial Officer | ||
| DateN | November 6, 2025 |
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