Paracorp Inc.
Item 1. REPORT TO STOCKHOLDERS.
Semi-Annual Report
For the fiscal period from April 10, 2023 (Commencement of Operations)
through August 31, 2023
(Unaudited)
Parabla Innovation ETF
This report and the financial statements contained herein are submitted for the general information of the shareholders of the Parabla Innovation ETF (the “Fund” or “ETF”). The Fund’s shares are not deposits or obligations of, or guaranteed by, any depository institution. The Fund’s shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.
Parabla Innovation ETF | |
Performance Update (Unaudited) | |
For the period from April 10, 2023 (commencement of operation) through August 31, 2023 | |
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The graph above assumes an initial $10,000 investment and the reinvestment of dividends and capital gains distributions. This graph depicts the performance of the Parabla Innovation ETF (the “Fund”) versus the S&P 500 Total Return Index. It is important to note that the Fund is a professionally managed mutual fund while the indices are not available for investment and are unmanaged. The comparison is shown for illustrative purposes only.
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Average Annual Total Returns | |
| As of | | Since | Inception | |
| August 31, 2023 | | Inception | Date | |
| Parabla Innovation ETF | | 9.10% | 4/10/2023 | |
| S&P 500 Total Return Index | | 10.40% | | |
Parabla Innovation ETF |
Schedule of Investments |
As of August 31, 2023 |
| | | Shares | | Value (Note 1) | |
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Common Stock - 94.23% | | |
| Communications - 19.38% | | | | |
| | Airbnb Inc (a) | 119 | | $ 15,655 | |
| | Alphabet Inc (a) | 70 | | 9,532 | |
| | Baidu Inc (a) | 49 | | 6,999 | |
| | Bumble Inc (a) | 412 | | 6,913 | |
| | Lyft Inc (a) | 798 | | 9,400 | |
| | Meta Platforms Inc (a) | 63 | | 18,641 | |
| | ROBLOX Corp (a) | 161 | | 4,555 | |
| | Roku Inc (a) | 112 | | 9,094 | |
| | Rumble Inc (a) | 861 | | 7,207 | |
| | Snap Inc (a) | 2,159 | | 22,346 | |
| | Spotify Technology SA (a) | 56 | | 8,622 | |
| | T-Mobile US Inc (a) | 49 | | 6,676 | |
| | Uber Technologies Inc (a) | 474 | | 22,387 | |
| | | | | 148,027 | |
| Consumer Discretionary - 23.52% | | | | |
| | Alibaba Group Holding Ltd (a) | 217 | | 20,159 | |
| | Amazon.com Inc (a) | 147 | | 20,288 | |
| | Fisker Inc (a) | 1,393 | | 8,177 | |
| | JD.com Inc | 182 | | 6,044 | |
| | Lucid Group Inc (a) | 971 | | 6,098 | |
| | NIO Inc (a) | 833 | | 8,555 | |
| | Peloton Interactive Inc (a) | 1,611 | | 10,278 | |
| | Rivian Automotive Inc (a) | 2,558 | | 58,143 | |
| | Sea Ltd (a) | 84 | | 3,161 | |
| | Tesla Inc (a) | 150 | | 38,712 | |
| | | | | 179,615 | |
| Energy - 6.12% | | | | |
| | Enphase Energy Inc (a) | 105 | | 13,286 | |
| | FREYR Battery SA (a) | 1,000 | | 6,230 | |
| | Sunnova Energy International Inc (a) | 495 | | 6,885 | |
| | SunPower Corp (a) | 1,132 | | 8,105 | |
| | Sunrun Inc (a) | 784 | | 12,254 | |
| | | | | 46,760 | |
| Financials - 8.58% | | | | |
| | Coinbase Global Inc (a) | 112 | | 8,915 | |
| | Futu Holdings Ltd (a) | 154 | | 9,178 | |
| | Nasdaq Inc | 133 | | 6,980 | |
| | Robinhood Markets Inc (a) | 2,683 | | 29,218 | |
| | SoFi Technologies Inc (a) | 1,300 | | 11,258 | |
| | | | | 65,549 | |
| Health Care - 3.64% | | | | |
| | Beam Therapeutics Inc (a) | 245 | | 5,679 | |
| | Intuitive Surgical Inc (a) | 28 | | 8,755 | |
| | Medtronic PLC | 84 | | 6,846 | |
| | Teladoc Health Inc (a) | 287 | | 6,498 | |
| | | | | 27,778 | |
Parabla Innovation ETF |
Schedule of Investments |
As of August 31, 2023 |
| | | Shares | | Value (Note 1) | |
| Industrials - 4.96% | | | | |
| | ChargePoint Holdings Inc (a) | 798 | | $ 5,714 | |
| | Joby Aviation Inc (a) | 1,755 | | 13,075 | |
| | Lockheed Martin Corp | 14 | | 6,277 | |
| | Rocket Lab USA Inc (a) | 2,033 | | 12,828 | |
| | | | | 37,894 | |
| Materials - 0.77% | | | | |
| | MP Materials Corp (a) | 280 | | 5,863 | |
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| Technology - 25.61% | | | | |
| | Advanced Micro Devices Inc (a) | 77 | | 8,140 | |
| | Apple Inc | 133 | | 24,987 | |
| | Block Inc (a) | 434 | | 25,020 | |
| | Clear Secure Inc | 308 | | 6,696 | |
| | Crowdstrike Holdings Inc (a) | 56 | | 9,130 | |
| | Doximity Inc (a) | 231 | | 5,507 | |
| | Monday.com Ltd (a) | 56 | | 9,936 | |
| | Okta Inc (a) | 91 | | 7,599 | |
| | Palantir Technologies Inc (a) | 467 | | 6,996 | |
| | PayPal Holdings Inc | 196 | | 12,252 | |
| | Qorvo Inc (a) | 77 | | 8,269 | |
| | Shopify Inc (a) | 322 | | 21,410 | |
| | Snowflake Inc (a) | 49 | | 7,686 | |
| | Toast Inc (a) | 448 | | 9,932 | |
| | Unity Software Inc (a) | 238 | | 8,823 | |
| | Veeva Systems Inc | 42 | | 8,765 | |
| | Zoom Video Communications Inc (a) | 203 | | 14,419 | |
| | | | | 195,567 | |
| Utilities - 1.65% | | | | |
| | NextEra Energy Inc | 189 | | 12,625 | |
Investments, at Value (Cost $654,619) - 94.23% | | | 719,678 | |
Other Assets Less Liabilities - 5.77% | | | 44,075 | |
Net Assets - 100.00% | | | $763,753 | |
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(a) | Non-income producing investment |
Parabla Innovation ETF |
Statement of Assets and Liabilities |
As of August 31, 2023 | 437 | |
Assets: | |
| Investments, at value | $719,678 | |
| Cash | 44,389 | |
| Dividends receivable | 131 | |
| Total assets | 764,198 | |
Liabilities: | | |
| Accrued expenses: | | |
| | Advisory fees | 445 | |
| Total liabilities | 445 | |
Total Net Assets | $763,753 | |
Net Assets Consist of: | | |
| Paid in capital | $688,717 | |
| Accumulated earnings | 75,036 | |
Total Net Assets | $763,753 | |
| Investments, at cost | $654,619 | |
Capital Shares Outstanding, no par value | | |
| (unlimited authorized shares) | 70,000 | |
Net Asset Value, Per Share | $10.91 | |
Parabla Innovation ETF |
Statement of Operations |
For the period April 10, 2023 (commencement of operations) through August 31, 2023 |
Investment Income: | |
| Dividends | $463 | |
| Total Investment Income | 463 | |
Expenses: | | |
| Advisory fees (note 3) | 1,847 | |
| Total Expenses | 1,847 | |
Net Investment Loss | (1,384 | ) |
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Realized and Unrealized Gain on Investments: | | |
| Net realized gain from investment transactions | 11,360 | |
| Net change in unrealized appreciation on investments | 65,060 | |
Net Realized and Unrealized Gain on Investments | 76,420 | |
Net Increase in Net Assets Resulting from Operations | $75,036 | |
Parabla Innovation ETF |
Statements of Changes in Net Assets | | |
For the period April 10, 2023 (commencement of operations) through August 31, 2023 | 437 | |
Operations: | | |
| Net investment loss | $(1,384 | ) |
| Net realized gain from investment transactions | 11,360 | |
| Net change in unrealized appreciation on investments | 65,060 | |
Net Increase in Net Assets Resulting from Operations | 75,036 | |
Capital Share Transactions: | | |
| | Shares sold | 688,717 | |
| | Shares repurchased | - | |
Net Increase in Net Assets Resulting from Capital Share Transactions | 688,717 | |
Net Increase (Decrease) in Net Assets | 763,753 | |
Net Assets: | | |
| Beginning of Year | - | |
| End of Year | $763,753 | |
Share Information: | | |
| | Shares sold | 70,000 | |
| | Shares repurchased | - | |
Net Increase (Decrease) in Capital Shares | 70,000 | |
Parabla Innovation ETF |
Financial Highlights |
For a share outstanding during the period April 10, 2023 (commencement of operations) through August 31, 2023 |
Net Asset Value, Beginning of Year | $ 10.00 | |
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Income (Loss) from Investment Operations: | | |
| Net investment income | (0.02) | |
| Net realized and unrealized gain (loss) on investments | 0.93 | |
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Total from Investment Operations | 0.91 | |
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Net Asset Value, End of Year | $ 10.91 | |
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Total Return (a) | 9.10% | |
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Net Assets, End of Year (in thousands) | $ 764 | |
Ratios of: | | |
Net Expenses to Average Net Assets (b) | 0.69% | |
Net Investment Income to Average Net Assets (b) | (0.47)% | |
Portfolio turnover rate (a) | 3.51% | |
(a) | Not annualized |
(b) | Annualized |
Parabla Innovation ETF |
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Notes to Financial Statements (Unaudited) |
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As of August 31, 2023 |
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1. Organization and Significant Accounting Policies
The Parabla Innovation ETF (the “Fund”), an actively managed exchange-traded fund (the “ETF”), is a diversified series of the Spinnaker ETF Series (the “Trust”). The Trust was established as a Delaware statutory trust under an Agreement and Declaration of Trust on December 21, 2016, and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”).
The ETF commenced operations on April 10, 2023. The investment objective of the ETF is to seek long-term growth of capital. The ETF seeks to achieve its investment objective by investing in U.S. listed equity securities of domestic and foreign, including emerging markets, Innovative Companies. The Advisor considers a company to be an Innovative Company when it relies on or benefits from the development, disruption, scaling, or refinement of products or services, technological improvements, and/or advancements in scientific research relating to their product or service offerings.
The Trust will issue and redeem shares at Net Asset Value (“NAV”) only in a large, specified number of shares called a “Creation Unit” or multiples thereof. A Creation Unit consists of 10,000 shares. Creation Unit transactions are typically conducted in exchange for the deposit or delivery of in-kind securities and/or cash. As a practical matter, only authorized participants may purchase or redeem these Creation Units. Except when aggregated in Creation Units, the shares are not redeemable securities of the ETF. The prices at which creations and redemptions occur are based on the next calculation of NAV after an order is received in proper form by Capital Investment Group, Inc. (the “Distributor”). Individual shares of the ETF may only be purchased and sold in secondary market transactions through brokers. Shares of the ETF are listed for trading on NYSE Arca under the trading symbol LZRD, and because shares will trade at market prices rather than NAV, shares of the ETF may trade at a price greater than or less than NAV.
Creation Transaction Fees
A fixed creation transaction fee of $500 per transaction (the “Creation Transaction Fee”) is applicable to each transaction regardless of the number of Creation units purchased in the transactions. An additional variable charge for cash creations or partial cash creations may also be imposed to compensate the ETF for the costs associated with buying the applicable securities. The price for each Creation Unit will equal the ETF’s daily NAV per share times the number of Shares in a Creation Unit plus the Creation Transaction Fees, and, if applicable, any transfer taxes.
The following is a summary of significant accounting policies consistently followed by the ETF. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The ETF follows the accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 946 “Financial Services – Investment Companies.”
Investment Valuation
The ETF’s investments in securities are carried at market value. Securities listed on an exchange or quoted on a national market system are valued at the last sales price as of 4:00 p.m. Eastern Time. Securities traded in the NASDAQ over-the-counter market are generally valued at the NASDAQ Official Closing Price. Other securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the mean of the most recent bid and ask prices. Securities and assets for which representative market quotations are not readily available (e.g., if the exchange on which the security is principally traded closes early or if trading of the particular security is halted during the day and does not resume prior to the ETF’s net asset value calculation) or which cannot be accurately valued using the ETF’s normal pricing procedures are valued at fair value as determined in good faith under policies approved by the Board of Trustees (the “Board” or the “Trustees”). A security’s “fair value” price may differ from the price next available for that security using the ETF’s normal pricing procedures. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value.
With respect to any portion of an ETF's assets that may be invested in other mutual funds, the value of the ETF's shares is based on the NAV of the shares of the other mutual funds in which the ETF invests. The valuation methods used by mutual funds in pricing their shares, including the circumstances under which they will use fair value pricing and the effects of using fair value pricing, are included in the prospectuses of such funds. To the extent the ETF invests a portion of its assets in non-registered investment vehicles, the ETF's shares in the non-registered vehicles are fair valued at NAV.
With respect to an ETF's assets invested directly in securities, the ETF's investments are generally valued at current market prices. Equity securities, debt securities, options and futures are generally valued at the official closing price or, if none, the last reported sales price on the primary exchange or market on which they are listed (closing price). Equity securities and debt securities that are not traded primarily on an exchange are generally valued at the quoted bid price obtained from a broker-dealer.
Parabla Innovation ETF |
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Notes to Financial Statements (Unaudited) |
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As of August 31, 2023 |
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Fair Value Measurement
Various inputs are used in determining the value of the ETF's investments. These inputs are summarized in the three broad levels listed below:
Level 1: unadjusted quoted prices in active markets for identical securities
Level 2: other significant observable inputs (including quoted prices for similar securities and identical securities in inactive markets, interest rates, credit risk, etc.)
Level 3: significant unobservable inputs (including the ETF’s own assumptions in determining fair value of investments)
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 inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following table summarizes the inputs as of August 31, 2023 for the ETF’s assets measured at fair value:
| Total | | Level 1 | | Level 2 | | Level 3(a) |
Assets | | | | | | | |
Common Stock (b) | $719,678 | | $719,678 | | $- | | $- |
Total Assets | $719,678 | | $719,678 | | $- | | $- |
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*Refer to the Schedule of Investments for a breakdown by Industry.
(a) The ETF did not hold any Level 3 securities during the period.
Investment Transactions and Investment Income
Investment transactions are accounted for as of the date purchased or sold (trade date). Dividend income and expense are recorded on the ex-dividend date. Interest income is recorded on the accrual basis and includes accretion/amortization of discounts and premiums using the effective interest method. Gains and losses are determined on the identified cost basis, which is the same basis used for Federal income tax purposes.
Expenses
The ETF bears expenses incurred specifically on its behalf as well as a portion of general expenses, which are allocated according to methods reviewed annually by the Trustees.
Distributions
The ETF may declare and distribute dividends from net investment income, if any, quarterly. The ETF generally declares and distributes capital gains, if any, annually. Dividends and distributions to shareholders are recorded on ex-date.
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in the net assets from operations during the reporting period. Actual results could differ from those estimates.
Federal Income Taxes
No provision for income taxes is included in the accompanying financial statements, as the ETF intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code applicable to regulated investment companies.
2. Risk Considerations
Equity Securities Risk. The net asset value of the Fund will fluctuate based on changes in the value of the equity securities held by the Fund. Equity prices can fall rapidly in response to developments affecting a specific company or industry, or to changing economic, political or market conditions.
Parabla Innovation ETF |
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Notes to Financial Statements (Unaudited) |
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As of August 31, 2023 |
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Small and Mid-Cap Securities Risk. The earnings and prospects of small and medium sized companies are more volatile than larger companies and may experience higher failure rates than larger companies. Small and medium sized companies normally have a lower trading volume than larger companies, which may tend to make their market price fall more disproportionately than larger companies in response to selling pressures and may have limited markets, product lines, or financial resources and lack management experience.
Sector Risk. The Fund may focus its investments in securities of a particular sector. Economic, legislative or regulatory developments may occur that significantly affect the sector. This may cause the Fund's net asset value to fluctuate more than that of a fund that does not focus in a particular sector.
• | Technology. Technology companies may have limited product lines, markets, financial resources or personnel. Technology companies typically face intense competition and potentially rapid product obsolescence. They are also heavily dependent on intellectual property rights and may be adversely affected by the loss or impairment of those rights. Companies in the technology sector are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action. |
• | Consumer Discretionary. The consumer discretionary sector may be affected by changes in domestic and international economies, exchange and interest rates, competition, consumers’ disposable income, consumer preferences, social trends, and marketing campaigns. |
• | Energy. The market value of securities in the energy sector may decline for many reasons, including, among others, changes in energy prices, energy supply and demand, government regulations, and energy conservation efforts. The energy sector has recently experienced increased volatility. In particular, significant market volatility in the crude oil markets as well as the oil futures markets resulted in the market price of certain crude oil futures contracts falling below zero for a period of time in early 2020. The energy sector has also experienced increased volatility as a result of Russia’s invasion of Ukraine in February 2022 and the resulting sanctions on Russia and other responses by the U.S. and other factors. |
• | Financial. Performance of companies in the financial sector may be adversely impacted by many factors, including, among others, changes in government regulations, economic conditions, and interest rates, credit rating downgrades, and decreased liquidity in credit markets. The extent to which the Fund may invest in a company that engages in securities-related activities or banking is limited by applicable law. The impact of changes in capital requirements and recent or future regulation of any individual financial company, or of the financial sector as a whole, cannot be predicted. In recent years, cyberattacks and technology malfunctions and failures have become increasingly frequent in this sector and have caused significant losses to companies in this sector, which may negatively impact the Fund. |
Non-Diversification Risk. The Fund is non-diversified. This means that it may invest a larger portion of its assets in a limited number of companies than a diversified fund. Because a relatively high percentage of the Fund’s assets may be invested in the securities of a limited number of companies that could be in the same or related economic sectors, the Fund’s portfolio may be more susceptible to any single economic, technological or regulatory occurrence than the portfolio of a diversified fund.
Growth Stock Risk. Growth stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. The stocks of such companies can therefore be subject to more abrupt or erratic market movements than stocks of larger, more established companies or the stock market in general.
Foreign Securities and Emerging Markets Risk. Foreign securities have investment risks different from those associated with domestic securities. The value of foreign investments (including investments in ADRs) may be affected by the value of the local currency relative to the U.S. dollar, changes in exchange control regulations, application of foreign tax laws, changes in governmental economic or monetary policy, or changed circumstances in dealings between nations. There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities. In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often higher than in the United States. Investments in foreign issues could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory taxation, and potential difficulties in enforcing contractual obligations. In addition to the risks of foreign securities in general, countries in emerging markets are more volatile and can have relatively unstable governments, social and legal systems that do not protect shareholders, economies based on only a few industries, and securities markets that trade a small number of issues which could reduce liquidity. There is also less publicly available information on emerging market companies due to differences in regulation, accounting, auditing, and financial recordkeeping requirements, and the information available may be unreliable or outdated.
Parabla Innovation ETF |
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Notes to Financial Statements (Unaudited) |
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As of August 31, 2023 |
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ADR Risk. ADRs may be subject to some of the same risks as direct investment in foreign companies, which includes international trade, currency, political, regulatory and diplomatic risks. In a sponsored ADR arrangement, the foreign issuer assumes the obligation to pay some or all of the depositary’s transaction fees. Under an unsponsored ADR arrangement, the foreign issuer assumes no obligations and the depositary’s transaction fees are paid directly by the ADR holders. Because unsponsored ADR arrangements are organized independently and without the cooperation of the issuer of the underlying securities, available information concerning the foreign issuer may not be as current as for sponsored ADRs and voting rights with respect to the deposited securities are not passed through.
Large Capitalization Risk. Large-capitalization companies may be less able than smaller capitalization companies to adapt to changing market conditions. Large-capitalization companies may be more mature and subject to more limited growth potential compared with smaller capitalization companies. During different market cycles, the performance of large capitalization companies has trailed the overall performance of the broader securities markets.
Value Investing Risk. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company and other factors. Securities purchased by the Fund that do not realize their full economic value may reduce the Fund’s return.
Financial Institution Failure Risk. The failure of certain financial institutions, namely banks, may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. The failure of a bank (or banks) with which the Fund and/or its portfolio companies have a commercial relationship could adversely affect, among other things, the Fund and its portfolio companies’ ability to pursue key strategic initiatives, including by affecting our ability to borrow from financial institutions on favorable terms. In the event a portfolio company, or potential portfolio company, has a commercial relationship with a bank that has failed or is otherwise distressed, such portfolio company may experience delays or other issues in meeting certain obligations or consummating transactions.
Limited History of Operations Risk. The Fund has a limited history of operations. Accordingly, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy, may not employ a successful investment strategy, or may fail to attract sufficient assets under management to realize economies of scale, any of which could result in the Fund being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders. Such a liquidation could have negative tax consequences for shareholders and will cause shareholders to incur expenses of liquidation.
New Advisor Risk. The Advisor has only recently begun serving as an investment advisor to ETFs. As a result, investors do not have a long-term track record of managing an ETF from which to judge the Advisor, and the Advisor may not achieve the intended result in managing the Fund.
Quantitative Analysis Risk. The Advisor’s quantitative analysis carries a risk that the mathematical model used might be based on one or more incorrect assumptions. Rapidly changing and unforeseen market dynamics could also lead to a decrease in short term effectiveness of the mathematical model. No assurance can be given that the Fund will be successful under all or any market conditions.
Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. In managing the Fund’s portfolio securities, the Advisor will apply investment techniques and risk analyses in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results.
Market Risk. Market risk refers to the possibility that the value of securities held by the Fund may decline due to daily fluctuations in the market. Market prices for securities change daily as a result of many factors, including developments affecting the condition of both individual companies and the market in general. The price of a security may even be affected by factors unrelated to the value or condition of its issuer, including changes in interest rates, economic and political conditions, and general market conditions. The Fund’s performance per share will change daily in response to such factors.
ETF Structure Risks. The Fund is structured as an ETF and as a result is subject to the special risks, including:
| o | Not Individually Redeemable. Shares are not individually redeemable and may be redeemed by the Fund at NAV only in large blocks known as “Creation Units,” which are only available to authorized participants (“Authorized Participants” or “APs”). Retail investors may only purchase or sell shares on the Exchange. You may incur brokerage costs purchasing enough Shares to constitute a Creation Unit. |
| o | Trading Issues. An active trading market for the Fund's shares may not be developed or maintained. Trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable, such as extraordinary market volatility. There can be no assurance that Shares will continue to meet the listing requirements of the Exchange. If the Fund's shares are traded outside a collateralized settlement system, the number of financial institutions that can act as authorized participants that can post collateral on an agency basis is limited, which may limit the market for the Fund's shares. |
Parabla Innovation ETF |
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Notes to Financial Statements (Unaudited) |
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As of August 31, 2023 |
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o | Cash purchases. To the extent Creation Units are purchased by APs in cash instead of in-kind, the Fund will incur certain costs such as brokerage expenses and taxable gains and losses. These costs could be imposed on the Fund and impact the Fund’s NAV if not fully offset by transaction fees paid by the APs. |
| o | Market Price Variance Risk. The market prices of Shares will fluctuate in response to changes in NAV and supply and demand for Shares and will include a “bid-ask spread” charged by the exchange specialists, market makers or other participants that trade the particular security. There may be times when the market price and the NAV vary significantly. This means that Shares may trade at a discount to NAV. |
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| In times of market stress, market makers may step away from their role market making in shares of ETFs and in executing trades, which can lead to differences between the market value of Fund shares and the Fund's net asset value and lead to wider bid ask spreads. |
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| To the extent Authorized Participants exit the business or are unable to process creations or redemptions and no other Authorized Participant can step in to do so, there may be a significantly reduced trading market in the Fund's shares, which can lead to differences between the market value of Fund shares and the Fund's net asset value. |
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| The market price for the Fund's shares may deviate from the Fund's net asset value, particularly during times of market stress, with the result that investors may pay significantly more or receive significantly less for Fund shares than the Fund's net asset value, which is reflected in the bid and ask price for Fund shares or in the closing price. |
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| When all or a portion of an ETFs underlying securities trade in a market that is closed when the market for the Fund's shares is open, there may be changes from the last quote of the closed market and the quote from the Fund's domestic trading day, which could lead to differences between the market value of the Fund's shares and the Fund's net asset value. |
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| In stressed market conditions, the market for the Fund's shares may become less liquid in response to the deteriorating liquidity of the Fund's portfolio. This adverse effect on the liquidity of the Fund's shares may, in turn, lead to differences between the market value of the Fund's shares and the Fund's net asset value. |
COVID-19 Risk. The outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many countries or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. As such, issuers of debt securities with operations, productions, offices, and/or personnel in (or other exposure to) areas affected with the virus may experience significant disruptions to their business and/or holdings. The potential impact on the credit markets may include market illiquidity, defaults and bankruptcies, among other consequences, particularly on issuers in the airline, travel and leisure and retail sectors. The extent to which COVID-19 will affect the Fund, the Fund’s service providers’ and/or issuer’s operations and results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19. Economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic, political and/or financial difficulties, the value and liquidity of the Fund’s investments may be negatively affected by such events. If there is a significant decline in the value of the Fund’s portfolio, this may impact the Fund’s asset coverage levels for certain kinds of derivatives and other portfolio transactions. The duration of the COVID-19 outbreak and its impact on the global economy cannot be determined with certainty.
Cybersecurity Risk. As part of its business, the Advisor processes, stores, and transmits large amounts of electronic information, including information relating to the transactions of the Fund. The Advisor and the Fund are therefore susceptible to cybersecurity risk. Cybersecurity failures or breaches of the Fund or its service providers have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Fund shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties and/or reputational damage. The Fund and its shareholders could be negatively impacted as a result.
Parabla Innovation ETF |
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Notes to Financial Statements (Unaudited) |
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As of August 31, 2023 |
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Authorized Participant Risk. Only APs may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that may act as Authorized Participants on an agency basis (i.e., on behalf of other market participants). Authorized Participant concentration risk may be heightened for exchange-traded funds (ETFs), such as the Fund, that invest in securities issued by non-U.S. issuers or other securities or instruments that have lower trading volumes.
Early Close/Trading Halt Risk. An exchange or market may close or issue trading halts on specific securities, or the ability to buy or sell certain securities or financial instruments may be restricted, which may prevent the Fund from buying or selling certain securities or financial instruments. In these circumstances, the Fund may be unable to rebalance its portfolio, may be unable to accurately price its investments and may incur substantial trading losses.
3. Transactions with Related Parties & Service Providers
Advisor
Pursuant to the Advisory Agreement, the Advisor is paid a monthly management fee from the Fund based on a percentage of the Fund’s average daily net assets, at an annual rate of 0.69%. The management agreement between the Fund and the Advisor provides that the Advisor will pay all operating expenses of the Fund, except for any interest expenses, taxes, brokerage expenses, future Rule 12b-1 fees (if any), acquired fund fees and expenses, and expenses incidental to a meeting of the Fund’s shareholders. For the initial period ended August 31, 2203, the Advisor earned $1,847 in net advisory fees.
4. Trustees and Officers
The Board is responsible for the management and supervision of the ETF. The Trustees approve all significant agreements between the Trust, on behalf of the ETF, and those companies that furnish services to the ETF; review performance of the Advisor and the ETF; and oversee activities of the ETF. Officers of the Trust and Trustees who are interested persons of the Trust or the Advisor will receive no salary or fees from the Trust. Trustees who are not “interested persons” of the Trust or the Advisor within the meaning of the 1940 Act (the “Independent Trustees”) receive $5,000 per year payable quarterly and $2,000 per series in the Trust. The Trust will reimburse each Trustee and officer of the Trust for his or her travel and other expenses relating to attendance of Board meetings. Additional fees may also be incurred during the year as special meetings are necessary in addition to the regularly scheduled meetings of the Board.
Certain officers of the Trust may also be officers of the Advisor or the Administrator.
5. Purchases and Sales of Investment Securities
For the initial period ended August 31, 2023, the aggregate cost of purchases and proceeds from sales of investment securities (excluding short-term securities and securities sold short) were as follows:
Purchases of Non- U.S. Government Securities | | Proceeds from Sales of Non-U.S. Government Securities | | Purchases of U.S. Government Securities | | Proceeds from Sales of U.S. Government Securities | | In-Kind Purchases | | In-Kind Sales |
$23,401 | | $52,161 | | $- | | $- | | $672,018 | | $- |
6. Federal Income Tax
Distributions are determined in accordance with Federal income tax regulations, which differ from GAAP, and, therefore, may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. The general ledger is adjusted for permanent book/tax differences to reflect tax character but is not adjusted for temporary differences.
Management has reviewed the ETF’s tax positions to be taken on the federal income tax returns for the initial period ended August 31, 2023, and determined that the ETF does not have a liability for uncertain tax positions. The ETF recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the initial period ended August 31, 2023, the ETF did not incur any interest or penalties.
7. Commitments and Contingencies
Under the Trust’s organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Trust entered into contracts with its service providers, on behalf of the Fund, and others that provide for general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. The Fund expects risk of loss to be remote.
Parabla Innovation ETF |
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Notes to Financial Statements (Unaudited) |
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As of August 31, 2023 |
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8. Subsequent Events
In accordance with GAAP, management has evaluated the need for disclosures and/or adjustments resulting from subsequent events through the date of issuance of these financial statements. Management has concluded there are no additional matters, other than those noted above, requiring recognition or disclosure.
Parabla Innovation ETF |
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Additional Information (Unaudited) |
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As of August 31, 2023 |
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1. | Proxy Voting Policies and Voting Record |
A copy of the Advisor’s Proxy Voting Policy is included as Appendix A to the Fund’s Statement of Additional Information and is available, without charge, upon request, by calling 800-773-3863, and on the website of the Securities and Exchange Commission (“SEC”) at http://www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available (1) without charge, upon request, by calling the Fund at the number above and (2) on the SEC’s website at http://www.sec.gov.
2. | Quarterly Portfolio Holdings |
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at http://www.sec.gov. You may also obtain copies without charge, upon request, by calling the Fund at 800-773-3863.
We are required to advise you within 60 days of the Fund’s fiscal year-end regarding federal tax status of certain distributions received by shareholders during each fiscal year. The following information is provided for the Fund’s initial period ended August 31, 2023.
During the initial period, the Fund did not pay any ordinary income distributions or long-term capital gains.
Dividend and distributions received by retirement plans such as IRAs, Keogh-type plans, and 403(b) plans need not be reported as taxable income. However, many retirement plans may need this information for their annual information meeting.
4. | Schedule of Shareholder Expenses |
As a shareholder of the Fund you incur ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the initial period from April 10, 2023 (commencement of operations) through August 31, 2023.
Actual Expenses – The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (e.g., an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| Beginning Value 4/1/2023 | Ending Value 9/30/2023 | Expense Paid During Period* | Annualized Expense Ratio* |
Actual | $1,000.00 | $1,091.00 | $3.44 | 0.69% |
Hypothetical | 1,000.00 | 1,043.10 | 3.36 | 0.69% |
*Expenses are equal to the average account value over the period multiplied by the Fund’s annualized expense ratio of 0.69%, multiplied by 174/365 (to reflect one half year).
Parabla Innovation ETF |
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Additional Information (Unaudited) |
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As of August 31, 2023 |
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5. | Approval of Advisory Agreement |
In connection with an organizational Board meeting held on December 19, 2022, the Board, including a majority of the Independent Trustees, discussed the approval of a management agreement between the Trust and the Advisor, with respect to the Fund (the "Investment Advisory Agreement").
The Trustees were assisted by legal counsel throughout the review process. The Trustees relied upon the advice of legal counsel and their own business judgment in determining the material factors to be considered in evaluating the Investment Advisory Agreement and the weight to be given to each factor considered. The conclusions reached by the Trustees were based on a comprehensive evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching his conclusions with respect to the approval of the Investment Advisory Agreement. In connection with their deliberations regarding approval of the Investment Advisory Agreement, the Trustees reviewed materials prepared by the Advisor.
In deciding on whether to approve the renewal of the Investment Advisory Agreement, the Trustees considered numerous factors, including:
(i) | Nature, Extent, and Quality of Services. The Trustees considered the responsibilities of the Advisor under the proposed Investment Advisory Agreement. The Trustees reviewed the services being provided by the Advisor to the Fund including, without limitation, the quality of its investment advisory services; assuring compliance with the Fund’s investment objectives, policies, and limitations; and its coordination of services for the Fund among the Fund’s service providers. The Trustees evaluated: the Advisor’s staffing, personnel, and methods of operating; the education and experience of the Advisor’s personnel; compliance program; and financial condition. |
After reviewing the foregoing information and further information in the memorandum from the Advisor (e.g., descriptions of the Advisor’s business and compliance program), the Board concluded that the nature, extent, and quality of the services provided by the Advisor were satisfactory and adequate for the Fund.
(ii) | Performance. The Trustees noted that the Fund had not yet launched and therefore had no performance to review. The Trustees noted the Advisor’s experience managing other accounts, but that performance information was not available to be presented regarding those other accounts due to limitations on using such information under the Investment Advisers Act of 1940. The Trustees discussed projections and the estimated size of the Fund over time. After further discussion, the Trustees considered the experience of the personnel of the Advisor was satisfactory. |
(iii) | Fees and Expenses. The Trustees compared the proposed advisory fee and expense ratio of the Fund to other comparable funds. The Trustees noted that the management fee was lower than the peer group and category averages. Upon further consideration and discussion of the foregoing, the Trustees determined that the fee to be paid to the Advisor was fair and reasonable in relation to the nature and quality of the services to the provided by the Advisor and that it reflected charges that were within a range of what could have been negotiated at arm’s length. |
(iv) | Profitability. The Board reviewed the Advisor’s profitability analysis in connection with its management of the Fund. It was noted that the Advisor expected to be profitable within the first 12 months of managing the Fund with an increase in the expected profit in the second 12 months of managing the Fund. |
(v) | Economies of Scale. The Trustees noted that the fund would not immediately realize economies of scale upon launch. The Trustees reviewed the Fund’s fee arrangements for breakpoints or other provisions that would allow the Fund’s shareholders to benefit from economies of scale in the future as the Fund grows. The Trustees determined that the maximum management fee would remain the same regardless of the Fund’s asset levels. It was pointed out that breakpoints in the advisory fee could be reconsidered in the future as the Fund grows. |
Conclusion. Having reviewed and discussed in depth such information from the Advisor as the Trustees believed to be reasonably necessary to evaluate the terms of the Investment Advisory Agreement and as assisted by the advice of legal counsel, the Trustees concluded that approval of the Investment Advisory Agreement was in the best interest of the shareholders of the Fund.
Parabla Innovation ETF
is a series of Spinnaker ETF Trust
For Shareholder Service Inquiries:
Nottingham Shareholder Services 116 South Franklin Street Post Office Box 69 Rocky Mount, North Carolina 27802-0069 | For Investment Advisor Inquiries:
8004 Linville Road Suite A-1 Oak Ridge, NC 27310
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Telephone:
800-773-3863
| Telephone:
800-773-3863
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World Wide Web @:
ncfunds.com
| World Wide Web @:
ncfunds.com |
Not applicable.
Not applicable.
Not applicable.
Not applicable.
A copy of Schedule I - Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form.
Not applicable.
Not applicable.
Not applicable.
None.
Not applicable.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.