As filed with the U.S. Securities and Exchange Commission on August 30, 2023
Registration No. 333-272935
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. | ||
Post-Effective Amendment No. 1 | ☒ | |
(Check appropriate box or boxes) |
TIDAL TRUST II
(Exact Name of Registrant as Specified in Charter)
234 West Florida Street, Suite 203
Milwaukee, WI 53204
(Address of Principal Executive Offices, Zip Code)
(Registrant’s Telephone Number, including Area Code) (844) 986-7700
The Corporation Trust Company
1209 Orange Street
Corporation Trust Center
Wilmington, DE 19801
(Name and Address of Agent for Service)
Copies to:
Eric W. Falkeis Tidal ETF Services LLC 234 West Florida Street, Suite 203 Milwaukee, WI 53204 | Domenick Pugliese Sullivan & Worcester LLP 1633 Broadway, 32nd Floor New York, NY 10019 |
Explanatory Note: The Prospectus/Proxy Statement and Statement of Additional Information, each in the form filed on August 3, 2023 in Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form N-14 (File No. 333-272935) (Accession Number 0001387131-23-009286), are incorporated herein by reference.
The sole purpose of this amendment is to file as an exhibit to this Registration Statement the final tax opinion of Sullivan & Worcester.
PART C
Other Information
Item 15. Indemnification
Reference is made to Article VII of the Registrants Second Amendment and Restated Declaration of Trust. The general effect of this provision is to indemnify the Trustees, officers, employees and other agents of the Trust who are parties pursuant to any proceeding by reason of their actions performed in their scope of service on behalf of the Trust.
Pursuant to Rule 484 under the Securities Act of 1933, as amended (the Securities Act), the Registrant furnishes the following undertaking: Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
C-1 |
Item 16. Exhibits
C-2 |
C-3 |
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended, the reoffering prospectus will contain the information called for by the applicable registration form for re-offerings by persons who may be deemed underwriters, in addition to the information called for by other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, as amended, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering of them.
C-4 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that has duly caused this Registration Statement on Form N-14 to be signed below on its behalf by the undersigned, duly authorized, in the City of Milwaukee and State of Wisconsin, on the 30th day of August, 2023.
Tidal Trust II | ||
/s/ Eric W. Falkeis | ||
President |
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on the 30th day of August, 2023.
Signature | Title | |
/s/ Eric W. Falkeis | President, Principal Executive Officer, and Trustee | |
Eric W. Falkeis | ||
/s/ Dave Norris* | Trustee | |
David Norris | ||
/s/ Michelle McDonough* | Trustee | |
Michelle McDonough | ||
/s/ Javier Marquina* | Trustee | |
Javier Marquina | ||
/s/ Ally Mueller | Treasurer (principal financial officer and principal accounting officer) | |
Ally Mueller |
*By: | /s/ Eric W. Falkeis | |
Eric Falkeis, Attorney in Fact | ||
By Power of Attorney |
C-5 |
EXHIBIT INDEX
Exhibit No. | Exhibit |
(12) | Opinion and Consent of Counsel |
C-6 |