General

Carefully consider the investment objectives, risks, charges and expenses of VegaShares ETFs before investing. This and other information about each fund is contained in the Prospectus and Summary Prospectus. Please read the prospectus and summary prospectus carefully before investing as it explains the risks associated with investing in the ETFs. Each Fund prospectus can be found on the individual Fund page under VegaSharesETFs.com

All investing involves risk, including the risk of loss of principal. There is no guarantee an investment strategy will be successful.

XSPC is distributed by Foreside Fund Services, LLC. VAIE & ODTE are distributed by Foreside Financial Services, LLC. Foreside is not affiliated with VegaShares ETFs.

Social Media Disclaimer

VegaShares ETFs and its employees, interns, investors, panel of industry experts, and other affiliated entities’ use of social media is for informational purposes only. No post, tweet, retweet, like, or any other interaction is a recommendation to buy or sell securities.

VegaShares ETFs is not responsible for the accuracy and/or completeness of any third-party information it shares or links to on any of its social media platforms.

It is not possible to invest directly in an index.

Past performance is not a guarantee of future results.

Distributions

ODTE

There is no guarantee that the fund will pay distributions in the future, if any, and that the current distribution may vary. Distributions may include income, capital gains, or return of capital and may change during the year. Details are provided in the fund’s 19a-1 Notice on our website.

These distributions may exceed the fund’s income and gains for the fund’s taxable year. Distributions in excess of the fund’s current and accumulated earnings and profits will be treated as a return of capital.

A final determination of the tax character of distributions paid by the fund will not be known until the completion of the funds’ fiscal year and there can be no assurance as to the portions of each fund’s distributions that will constitute return of capital and/or dividend income. The final determination of the tax character of distributions paid by the fund will be reported to shareholders on their Form 1099-DIV. Please consult your tax advisor for proper treatment on your tax return.

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. Performance current to the most recent month-end can be obtained by calling (888) 862-3299.

Short term performance, in particular, is not a good indication of the fund’s future performance, and an investment should not be made based solely on returns.

VAIE

There is no guarantee that the fund will pay distributions in the future, if any, and that the current distribution may vary. Distributions may include income, capital gains, or return of capital and may change during the year. Details are provided in the fund’s 19a-1 Notice on our website.

These distributions may exceed the fund’s income and gains for the fund’s taxable year. Distributions in excess of the fund’s current and accumulated earnings and profits will be treated as a return of capital.

A final determination of the tax character of distributions paid by the fund will not be known until the completion of the funds’ fiscal year and there can be no assurance as to the portions of each fund’s distributions that will constitute return of capital and/or dividend income. The final determination of the tax character of distributions paid by the fund will be reported to shareholders on their Form 1099-DIV. Please consult your tax advisor for proper treatment on your tax return.

The performance data quoted represents past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than their original cost and current performance may be lower or higher than the performance quoted. Performance current to the most recent month-end can be obtained by calling (888) 862-3299.

Short term performance, in particular, is not a good indication of the fund’s future performance, and an investment should not be made based solely on returns.

ODTE

Investing involves risk, including the loss of principal.

An investment in the Fund is subject to investment risks; therefore, you may lose money by investing in the Fund. There can be no assurance that the Fund will be successful in meeting its investment objective. The Fund is not intended to be a complete investment program. Generally, the Fund will be subject to the following principal risks:

0DTE Options Risk. Due to the short time until their expiration, 0DTE options are more sensitive to price movements and market volatility than longer term options. Timing of trades utilizing 0DTE options is critical. When the Fund intends to enter into 0DTE options trades on market open, or shortly thereafter, a slight delay in the execution of these trades can significantly impact the outcome of the trade. These options may be illiquid and bid-ask spreads on these options can be wider than with traditional options, increasing the Fund’s transaction costs. Also, 0DTE options are relatively new and may therefore be subject to rule changes and operational frictions. To the extent that the OCC enacts new rules relating to 0DTE options that make it impracticable or impossible for the Fund to utilize 0DTE options to effectuate its investment strategy, it may instead utilize options with the shortest remaining maturity available or it may utilize swap agreements to provide the desired exposure.

FLEX Options Risk. While FLEX Options are listed on an exchange, they may become illiquid. Limited trading volume in FLEX Options may reduce their value. In a less liquid market for FLEX Options, liquidating the FLEX Options may require the payment of a premium (for written FLEX Options) or acceptance of a discounted price (for purchased FLEX Options). Less liquidity in the trading of the Fund’s FLEX Options could have an impact on the prices paid or received by the Fund for the FLEX Options in connection with creations and redemptions of the Fund’s shares.

Sector Risk. The S&P 500® Index and Nasdaq-100 Index® have significant exposure to companies in the technology sector. The Fund is likely to be more adversely affected by any negative performance of the technology sector than funds that have more diversified holdings across a number of sectors. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a major effect on the value of the Fund’s investments. The value of stocks of technology companies and companies that rely heavily on technology are particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs.

Covered Call Strategy Risk. The seller of the option gives up the opportunity to benefit from value increases in the reference index above the strike price, but continues to bear the risk of index price declines. The premiums received from the written options may not be sufficient to offset any losses sustained by the reference index.

Small- and Mid-Capitalization Risk. The earnings and prospects of small- to mid-sized companies are more volatile than larger companies and may experience higher failure rates than larger companies. These 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.

Distribution Tax Risk. The Fund’s weekly distributions may exceed the Fund’s income and gains for the Fund’s taxable year. Distributions in excess of the Fund’s current and accumulated earnings and profits are treated as a return of capital. A return of capital distribution generally will not be taxable but will reduce the shareholder’s cost basis and will result in a higher capital gain or lower capital loss when those Fund Shares on which the distribution was received are sold. Because a portion of the Fund’s distributions will likely consist of return of capital, the Fund may not be appropriate for investors who do not want their principal investment in the Fund to decrease over time or who do not wish to receive return of capital in a given period.

Limited History of Operations Risk. The Fund is a new ETF and has a limited history of operations for investors to evaluate.

Non-Diversification Risk. The Fund’s portfolio may focus on a limited number of investments and will be subject to the potential for greater volatility than a diversified fund.

Nasdaq-100 Index®: Tracks the 100 largest non-financial companies listed on the Nasdaq Stock Market.

Russell 2000 Index: Measures the performance of the small-cap segment of the U.S. equity market.

S&P 500 Index: Measures the performance of 500 large-cap U.S. companies and is widely regarded as the benchmark for the U.S. stock market.

The S&P 500 Index is a product of S&P Dow Jones Indices LLC or its affiliates (“SPDJI”), and has been licensed for use by Vega Capital Partners LLC. Standard & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Vega Capital Partners LLC. VegaShares SPX NDX RTY Premium Income ETF is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.

Nasdaq®, Nasdaq-100 Index®, NDX®, Nasdaq-100®, are registered trademarks of Nasdaq, Inc. (which with its affiliates is referred to as the “Corporations”) and are licensed for use by Vega Capital Partners LLC. The Product(s) have not been passed on by the Corporations as to their legality or suitability. The Product(s) are not issued, endorsed, sold, or promoted by the Corporations. THE CORPORATIONS MAKE NO WARRANTIES AND BEAR NO LIABILITY WITH RESPECT TO THE PRODUCTS.

The VegaShares SPX NDX RTY Premium Income ETF is not in any way connected to or sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc and its group undertakings (collectively, the “LSE Group”). The LSE Group does not accept any liability whatsoever to any person arising out of the use of VegaShares SPX NDX RTY Premium Income ETF or the underlying data.

VAIE

Investing involves risk, including the loss of principal.

An investment in the Fund is subject to investment risks; therefore, you may lose money by investing in the Fund. There can be no assurance that the Fund will be successful in meeting its investment objective. The Fund is not intended to be a complete investment program. Generally, the Fund will be subject to the following principal risks:

The fund faces numerous market trading risks, including authorized participation concentration risk, capital protection risk, capped upside risk, cash holdings risk, clearing member default risk, correlation risk, derivatives risk, equity securities risk, investment timing risk, large-capitalization investing risk, liquidity risk, market maker risk, market risk, non-diversification risk, options risk, premium-discount risk, secondary market trading risk, sector risk, tax risk, trading issues risk, underlying ETF risk and valuation risk. For a detailed list of fund risks see the prospectus. The principal risks of investing in the VegaShares US Equity Autocallable Income ETF include: autocallable structure risk, contingent income risk, early redemption risk, barrier risk, authorized participant concentration risk, calculation methodology risk, cash holdings risk, correlation risk, costs of buying and selling fund shares, counterparty risk, credit risk, derivatives risk, equity securities risk, index risk, interest rate risk, laddered portfolio risk, liquidity risk, market maker risk, market risk, new fund risk, non-diversification risk, premium-discount risk, secondary market trading risk, swap agreement risk, tax risk, trading issues risk, valuation risk, and volatility target index risk.

Autocallable Risk. The Fund’s returns are correlated to the performance of the autocallables included in the NYSE® U.S. 500 Adaptive Vol Autocallable Index. Autocallables are unique financial instruments and have certain characteristics that may be unfamiliar to many investors:

Coupon Payment Risk. A coupon payment from an autocallable is not guaranteed and will not be made if the respective reference index breaches the respective coupon barrier on any given observation date. As a result, the fund may generate significantly less income than anticipated during market downturns.

Autocall Barrier Risk. If the respective reference index reaches or breaches the respective autocall barrier for any given autocallable on an observation date after the expiration of the respective non-callable period, then the autocallable will be called before its scheduled maturity. This automatic early redemption could force reinvestment of that portion of the portfolio at lower rates if market yields have declined.

Maturity Barrier Risk. If the respective reference index is below the respective maturity barrier for an autocallable on the day that the autocallable matures, the fund will be fully exposed to the downside of the respective reference index from its initial level and the amount of principal repaid to the Fund will be reduced by an amount equal to that downside performance of the respective index. This conditional protection creates a binary outcome that can result in sudden, significant losses if a maturity barrier is breached. If a reference index’s value is at or near its maturity barrier for an autocallable at the end of the autocallable’s maturity, small changes in the value of the reference index could result in dramatic changes in the value of the autocallable and NYSE® U.S. 500 Adaptive Vol Autocallable Index and therefore the Fund’s NAV. Investors should understand these risks before investing in the fund.

Swap Agreements Risk. Swap agreements are entered into primarily with major financial intermediaries for a specified period which may range from one day to more than one year. In a standard swap transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular predetermined reference or underlying securities or instruments. The gross return to be exchanged or swapped between the parties is calculated based on a notional amount or the return on or change in value of a particular dollar amount invested in a reference asset. Swap agreements are generally traded over-the-counter, and therefore, may not receive regulatory protection, which may expose investors, including the Fund, to significant losses. A swap counterparty may default on its obligations to the Fund.

Distribution Tax Risk. The Fund’s weekly distributions may exceed the Fund’s income and gains for the Fund’s taxable year. Distributions in excess of the Fund’s current and accumulated earnings and profits are treated as a return of capital. A return of capital distribution generally will not be taxable but will reduce the shareholder’s cost basis and will result in a higher capital gain or lower capital loss when those Fund Shares on which the distribution was received are sold. Because a portion of the Fund’s distributions will likely consist of return of capital, the Fund may not be appropriate for investors who do not want their principal investment in the Fund to decrease over time or who do not wish to receive return of capital in a given period.

Limited History of Operations Risk. The Fund is a new ETF and has a limited history of operations for investors to evaluate.

Non-Diversification Risk. The Fund’s portfolio may focus on a limited number of investments and will be subject to the potential for greater volatility than a diversified fund.

XSPC:

Investing involves risk, including the loss of principal.

An investment in the Fund is subject to investment risks; therefore, you may lose money by investing in the Fund. There can be no assurance that the Fund will be successful in meeting its investment objective. The Fund is not intended to be a complete investment program. Generally, the Fund will be subject to the following principal risks:

Commercial Space Industry Risks. Companies engaged in the commercial space industry operate in a highly capital-intensive and technologically complex environment characterized by rapid innovation, long development timelines, and uncertain demand. The success of such companies depends on their ability to achieve reliable and cost-effective launch capabilities, maintain technological competitiveness, and secure sufficient funding for research, development, and production. Launch failures, manufacturing defects, or schedule delays can materially affect financial performance. The industry is also subject to evolving government policies and regulatory frameworks governing launch licensing, export controls, safety, and environmental compliance. Changes in these regulations, reductions in public-sector funding, or increased competition from domestic or foreign providers could result in pricing pressure, lower utilization rates, or diminished growth opportunities.

Satellite Communications Industry Risks. Companies involved in the satellite communications and broadband industry face significant technological, operational, and competitive risks. These businesses require large upfront capital investments to develop and maintain extensive satellite constellations, ground infrastructure, and network operations. They also depend on continued access to radio spectrum and orbital slots, which are subject to regulatory approval and potential international coordination challenges. Competition from other satellite operators and from terrestrial broadband and fiber-optic networks may limit pricing power and market share. The performance of such companies can be affected by global economic conditions, shifting regulatory requirements, and geopolitical developments that influence spectrum allocation, market access, and supply chain stability. External factors such as adverse weather, space weather events, or orbital debris collisions may further disrupt operations or cause substantial losses.

Technology Sector Risks. The Fund will invest substantially in companies in the technology sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a significant effect on the value of the Fund’s investments. The value of stocks of information technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Stocks of information technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Information technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability.

Industrials Sector Risk. Companies operating in the industrials sector or issuers in industrials-related industries may be significantly affected by, among other things, worldwide economic growth, changes in supply and demand for specific products and services, product obsolescence, rapid technological developments, international, political and economic developments, environmental issues, tax and governmental regulatory policies, claims for environmental damage or product liability and general economic conditions. Any factors adversely affecting companies in the industrials sector could have a significant adverse impact on the Fund’s performance.

Concentration Risk. The Fund’s investments will be concentrated in industries or groups of related industries that comprise the information technology and industrials sectors. As a result, the value of Shares may rise and fall more than the value of shares that invest in securities of companies in a broader range of industries.

Foreign Securities Risk. Investments in securities or other instruments of non-U.S. issuers involve certain risks not involved in domestic investments and may experience more rapid and extreme changes in value than investments in securities of U.S. companies. Financial markets in foreign countries often are not as developed, efficient, or liquid as financial markets in the United States, and therefore, the prices of non-U.S. securities and instruments can be more volatile. In addition, the Fund will be subject to risks associated with adverse political and economic developments in foreign countries, which may include the imposition of economic sanctions. Generally, there is less readily available and reliable information about non-U.S. issuers due to less rigorous disclosure or accounting standards and regulatory practices.

Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all.

Communication Sector Risks. The Fund may invest significantly in companies in the communications sector, and therefore the performance of the Fund could be negatively impacted by events affecting this sector.

IPO Risks. The Fund may purchase securities of companies that are offered in an IPO. The risk exists that the market value of IPO shares will fluctuate considerably due to factors such as the absence of a prior public market, unseasoned trading, the small number of shares available for trading and limited information about the issuer.

SPAC and De-SPAC Risks. The Fund may invest in securities of companies that have recently completed IPOs and may have become publicly traded through transactions involving SPACs or de-SPAC transactions.

Limited History of Operations Risk. The Fund is a new ETF and has a limited history of operations for investors to evaluate.

Non-Diversification Risk. The Fund’s portfolio may focus on a limited number of investments and will be subject to the potential for greater volatility than a diversified fund.