UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 19, 2023
ConvexityShares Trust
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-41417 | | 86-6789125 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
7 Roszel Road, Suite 1A Princeton, New Jersey | | 08540 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(609) 897-7300
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Shares of ConvexityShares Daily 1.5x SPIKES Futures ETF | | SPKY | | NYSE Arca, Inc. |
| Shares of ConvexityShares 1x SPIKES Futures ETF | | SPKX | | NYSE Arca, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.03 Material Modification of Rights to Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective May 19, 2023, ConvexityShares LLC (“ConvexityShares”) executed an amendment to the ConvexityShares Trust’s (the “Trust”) Declaration of Trust and Trust Agreement (“Declaration of Trust”), which amended certain provisions as follows:
| 1. | The definition of “Event of Withdrawal” was revised to state that the sponsor’s actual withdrawal, and not the provision of notice of withdrawal, constitutes an Event of Withdrawal. |
| 2. | Section 4.2(a) was amended to clarify that each series within the Trust can issue, and has issued, units in accordance with the terms of the Declaration of Trust. |
| 3. | Section 5.12(a) was revised to change the notice period for a withdrawal of the sponsor from ninety days to thirty days. |
| 4. | Section 14.1(a) was revised to add that an Event of Withdrawal will not cause the dissolution of the Trust, if prior to the Event of Withdrawal, the Sponsor appoints a successor sponsor that agrees to carry on the business of the Trust. |
A copy of the amendment to the Declaration of Trust is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ConvexityShares Trust (Registrant) |
| | |
| | By: | ConvexityShares, LLC |
| | | its Sponsor |
| | |
| | /s/ Simon Ho |
| Date: May 24, 2023 | Simon Ho |
| | Interim Chief Executive Officer |
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