VS Trust 8-K, filed Jan 13, 2023
VS Trust (UVIX)
About this 8-K
VS Trust filed this 8-K on January 13, 2023, reporting on events of January 11, 2023.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 13, 2023 (
(Exact name of registrant as specified in its charter)
| (State of Organization) | (Commission File No.) | (I.R.S. Employer Identification Number) |
(
(Address, including zip code, and telephone number,
including area code, of
registrant’s principal executive offices)
Justin Young
Volatility Shares LLC
2000 PGA Boulevard, Suite 4440
Palm Beach Gardens, FL 33408
(866) 261-0273
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Barry Pershkow
c/o Chapman and Cutler LLP
1717 Rhode Island Avenue NW
Suite 800
Washington, DC 20036
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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 (see General Instruction A.2. below):
| 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)) |
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 8.01. Other Events
Change to Exchange Listing
On January 11, 2023, Volatility Shares LLC, on behalf of VS Trust (the “Trust”) issued a press release announcing a reverse share split (a “Reverse Split”) on one of the Trust’s series, specifically 2x Long VIX Futures (Cboe BZX Exchange symbol: UVIX (the “Fund”). The Reverse Split will not change the value of a shareholder’s investment.
The Fund will execute a 1 for 5 Reverse Split of its shares. The Reverse Split will be effective at the market open on January 25, 2023, when the Fund begins trading at its respective post-Reverse Split prices. The ticker symbol for the Fund will not change, but the Fund will be issued a new CUSIP number: 92891H408. The Reverse Split will increase the price per share of the Fund with a proportionate decrease in the number of shares outstanding. Specifically, every five pre-Reverse Split shares held by a Fund shareholder will result in the receipt of one post-Reverse Split share, which will be priced five times higher than the net asset value of a pre-Reverse Split share.
For Fund shareholders who hold quantities of shares that are not an exact multiple of the applicable Reverse Split ratio (i.e., not a multiple of five), the Reverse Split will result in the creation of a fractional share. Post-Reverse Split fractional shares will be redeemed for cash and sent to the shareholder’s broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.
The Sponsor announced the foregoing via a press release dated January 11, 2023. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Press Release | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
1
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.
Date: January 13, 2023
| VS Trust | ||
| By: |
/s/ Justin Young |
|
| Justin Young | ||
| Principal Executive Officer | ||
2
Exhibit 99.1
Volatility Shares Announces ETF Reverse Share Split
Palm Beach Gardens, FL, January 11, 2023—Volatility Shares, on behalf of VS Trust (the “Trust”) announced today a reverse share split (a “Reverse Split”) on one of the Trust’s series, specifically the 2x Long VIX Futures ETF (Cboe BZX Exchange symbol: UVIX (the “Fund”)). The Reverse Split will not change the value of a shareholder’s investment.
The Fund will execute a 1 for 5 Reverse Split of its shares. The Reverse Split will be effective at the market open on January 25, 2023, when the Fund begins trading at its respective post-Reverse Split prices. The ticker symbol for the Fund will not change, but the Fund will be issued a new CUSIP number: 92891H408.
| Ticker | Fund | Split Ratio | Old CUSIP | New CUSIP | ||||
| UVIX | 2x Long VIX Futures ETF | 1:5 | 92891H309 | 92891H408 |
The Reverse Split will increase the price per share of the Fund with a proportionate decrease in the number of shares outstanding. Specifically, every five pre-Reverse Split shares held by a Fund shareholder will result in the receipt of one post-Reverse Split share, which will be priced five times higher than the net asset value of a pre- Reverse Split share.
Fractional Shares from Reverse Splits
For Fund shareholders who hold quantities of shares that are not an exact multiple of the applicable Reverse Split ratio (i.e., not a multiple of five), the Reverse Split will result in the creation of a fractional share. Post-Reverse Split fractional shares will be redeemed for cash and sent to the shareholder’s broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders. For questions, please call (866) 261-0273.
About the Fund
The Fund seeks to provide daily investment results, before fees and expenses, that correspond generally to twice the performance of the Long VIX Futures Index (the “Index”) (Ticker: LONGVOL). The Index expresses the daily performance of a theoretical portfolio of first and second month VIX futures contracts that are rolled daily. The Index determines its daily settlement price from the Time Weighted Average Price (TWAP) of its theoretical portfolio over the last 15 minutes of the regular equity trading session.
About Volatility Shares
Volatility Shares is a commodity pool operator registered with the National Futures Association (NFA) and a Registered Investment Adviser registered with the Securities Exchange Commission (SEC) that offers innovative volatility linked Exchange Traded Funds (ETFs).
DISCLOSURE
Past performance is not necessarily indicative of future results. An investor should consider investment objectives, risks, charges and expenses carefully before investing. The Fund’s prospectus contains this and other information.
Read the prospectus carefully before investing.
Investing in the Fund involves a substantial risk of loss, including possible loss of principal. The Fund is nondiversified and entails certain risks, including risks associated with the use of derivatives (swap agreements, futures contracts and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. There is no guarantee the Fund will achieve its investment objective.
The Fund invests in VIX futures contracts. VIX futures are among the most volatile futures contracts. Investing in VIX futures contracts subjects the Fund to the risks of the VIX futures, and this could result in substantial fluctuations in the price of the Fund’s Shares. VIX futures indexes and funds benchmarked to them can be expected to perform differently than the VIX. The Fund may be highly volatile and generally is intended for shortterm investment purposes only. The Fund is not suitable for all investors.
The Fund seeks investment results, before fees and expenses, that correspond to twice the performance of the Long VIX Futures Index for a single day. The Fund utilizes leverage in seeking to achieve its investment objective and will lose more in market environments adverse to its daily investment objective than funds that do not employ leverage. Due to the compounding of daily returns, the Fund’s returns over a period longer than a single day will likely differ in amount and possibly even direction from the VIX or a portfolio of short-term VIX futures contracts over the same period. You could potentially lose the full principal value of your investment within a single day.
The Fund is not a mutual fund or any other type of Investment Company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder. Shares of the UVIX are not FDIC insured, may lose value, and have no bank guarantee. All supporting documentation will be provided upon request. Foreside Fund Services, LLC is the marketing agent for UVIX.
The Sponsor has limited experience in operating a commodity pool, which is defined as an enterprise in which several individuals contribute funds in order to trade futures or futures options collectively. The Fund generates a K-1 tax form.
“VIX®” is a trademark of the Chicago Board Options Exchange, Incorporated (“CBOE”) and CBOE has agreed that S&P may use the “VIX®” trademark in the names of the Indexes as licensed to Volatility Shares. Volatility Shares are not sponsored, endorsed, sold or promoted by S&P or CBOE or their respective affiliates, and S&P and CBOE and their respective affiliates make no representation regarding the advisability of investing in Volatility Shares.
This information must be accompanied or preceded by a current VS Trust prospectus:
https://www.volatilityshares.com/uvix. VS Trust has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at sec.gov. Alternatively visit volatilityshares.com/uvix.