VS Trust: securities offering (amended)

Cover page 233 changes

ea149852-s1a1_vstrust.htm

Securities and Exchange Commission on November 3, 2021

Registration No. 333-248430

ea152457-s1a2_vstrust.htm

PRE-EFFECTIVE AMENDMENT NO. 1 2 TO FORM S-1

with the U.S. Securities and Exchange Commission on December 16, 2021

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PRE-EFFECTIVE AMENDMENT NO. 1 TO

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(Exact name of registrant as specified in its charter)

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(Address, including zip

Volatility Shares LLC

(Name, address, including zip code, and telephone

Washington, DC 20036

111 West Monroe Street

date of this Registration Statement.

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

PGA Boulevard, Suite 4440

Beach Gardens, FL 33408

including zip code, and telephone number, including area code, of registrant's principal executive offices)

PGA Boulevard, Suite 4440

Beach Gardens, FL 33408

address, including zip code, and telephone number, including area code, of agent for service)

c/o Chapman and Cutler LLP

1717 Rhode Island Avenue NW

c/o Chapman and Cutler LLP

Approximate date of commencement of proposed sale to the public:

As promptly as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the

under the Securities Act check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the

Indicate Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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CALCULATION OF REGISTRATION FEE

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 7(a)(2)(B) of the Securities Act. ☐

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In accordance with Rules 456(d) and 457(u) under the

VS Trust on August 26, 2020 (the "Prior Registration Statement"). A registration fee of $25,960 was paid in connection with the registration pursuant to the Prior Registration

Statement of $200,000 of value of unsold shares as of the date hereof and for which a filing fee of $25,960 was previously paid with respect to the unsold Shares. The filing fee for any remaining unsold Shares as of the date of effectiveness of this registration statement will be applied to partially offset filing fees when, and if, they become due under Rule

(1) The registrant is offering an indeterminate amount of securities of each of the two exchange-traded vehicles noted above. The registrant will calculate and pay registration fees, if any, in accordance with Rule 456(d) of the Securities Act of 1933. In accordance with Rules 456(d) and 457(u) under the Securities Act, the registrant is deferring payment of these registration fees and will pay these registration fees on an annual net basis no later than 90 days after the end of each fiscal year. Pursuant to Rule 457(p)

Securities Act, the registrant is deferring payment of these registration fees and will pay these registration fees on an annual net basis no later than 90 days after the end of each fiscal year. Pursuant to Rule 457(p) under the Securities Act, when registration fees become due under Rule 456(d), the registration fee for the Shares will be partially offset by the registration fee associated with unsold securities registered pursuant to that certain registration statement on Form S-1 (File No. 333-248430) filed by VS Trust on August 26, 2020 (the "Prior Registration Statement"). A registration fee of $25,960 was paid in connection with the registration pursuant to the Prior Registration

Statement of $200,000 of value of unsold shares as of the date hereof and for which a filing fee of $25,960 was previously paid with respect to the unsold Shares. The filing fee for any remaining unsold Shares as of the date of effectiveness of this registration statement will be applied to partially offset filing fees when, and if, they become due under Rule registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Units of Beneficial Interest

of Securities to be Registered (Ticker)

-1x Short VIX Futures ETF (SVIX)

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VS Trust (the "Trust") is a Delaware

and together, the "Funds"). Shares represent units of fractional undivided beneficial interest in and ownership of a Fund.

under the ticker symbol shown above next to each Fund's name.

SVIX seeks daily investment results, before

Long Index measures the performance of a portfolio of first- and second-month futures contracts on the VIX.

The Funds seek to achieve their investment

SVIX is not benchmarked to the inverse of,

VIX over any period, and UVIX can be expected to perform very differently from twice (2x) of the performance of the VIX over any period.

The Funds continuously offer and redeem Shares

in blocks of at least 10,000 Shares (each such block, a "Creation Unit") at an initial price per Share of $15. Only Authorized

Shares are offered on a continuous basis to Authorized Participants in Creation Units at NAV. Authorized Participants may then offer to the public, from time to time, Shares from any Creation Unit they create at a per-Share market price. The form of Authorized Participant

INVESTING IN THE SHARES INVOLVES SIGNIFICANT

THE FUNDS PRESENT SIGNIFICANT RISKS NOT

THE RETURN OF A FUND FOR A PERIOD LONGER

THE FUNDS' INVESTMENTS MAY BE ILLIQUID

THE FUNDS GENERALLY ARE INTENDED TO BE USED

The Short Index and the VIX (or its inverse)

are two separate measurements and can be expected to perform very differently. The Long Index and the VIX also are two separate indices and can be expected to perform very differently. The VIX is a non-investable index that measures the implied volatility of the S&P

500. For these purposes, "implied volatility" is a measure of the expected volatility ( i.e. , the rate and magnitude of variations in performance) of the S&P 500 over the next 30 days. The VIX does not represent the actual volatility of the S&P

Long Index, the Index used by UVIX, consists of short-term VIX futures contracts. As such, the performance of the Long Index can be expected to be very different from twice the actual volatility of the S&P 500 or twice the actual performance of the VIX.

The potential upside of an investment in

Each Fund will distribute to shareholders

NEITHER THE TRUST NOR THE FUNDS ARE MUTUAL

These securities have not been approved or disapproved

THE COMMODITY FUTURES TRADING COMMISSION HAS

The Shares are neither interests in nor obligations

This Prospectus has two parts: the offered series

Trust (the "Trust") is a Delaware statutory trust. The -1x Short VIX Futures ETF ("SVIX") and the 2x Long VIX Futures ETF ("UVIX") (SVIX and UVIX, each a "Fund"

statutory Futures ETF ("UVIX") (SVIX and UVIX, each a "Fund" and together, the "Funds") are separate series of VS Trust. The Trust may from time to time offer to sell common units of beneficial interest ("Shares") of the -1x Funds. Shares represent units of fractional undivided beneficial interest in and ownership of a Fund. Fund Shares will be offered on a continuous basis.

Fund Shares will be offered on a continuous basis. The Shares of the Funds are listed for trading on CBOE BZX Exchange, Inc. (the "Exchange") under the ticker symbol shown above next to each Fund's name.

seeks daily investment results, before fees and expenses, that correspond to the performance of the Short VIX Futures Index (the "Short

fees and expenses, that correspond to the performance of the Short VIX Futures Index") (the "Short Index") for a single day, not for any other period. UVIX seeks daily investment results, before fees and expenses, that correspond to twice the performance of the Long VIX Futures Index (the "Long Index"). A "single day" is measured from the time a Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The NAV calculation time for a Fund typically is 4:00 p.m. (Eastern Time). Please see the section entitled "Summary - Creation and Redemption Transactions"

Transactions" for additional details on the NAV calculation time for the Funds. The Short Index measures the daily inverse (i.e., opposite) performance of a portfolio of first- and second-month futures contracts on the CBOE Volatility Index, commonly known as the "VIX." The Long Index measures the performance of a portfolio of first- and second-month futures contracts on the

VIX. Because the Funds' portfolios are rebalanced daily to meet their leveraged (or inverse) investment object, the Funds may not be suitable for investors who plan to hold them for periods longer than one day, particularly in volatile markets.

Funds seek to achieve their investment objective through the appropriate amount of exposure to the VIX futures contracts included in their respective index. The Funds also have the ability to engage in options transactions, swaps, forward contracts and other instruments in order to achieve their investment objective, in the manner and to the extent described herein.

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and 153 more changes in the filing

Plan of distribution 101 changes

Buying and Selling Shares

Most investors buy and sell Shares in secondary

market transactions through brokers. Shares of each Fund trade on the Exchange under the ticker symbol listed in this Prospectus. Shares are bought and sold throughout the trading day like other publicly traded securities. When buying or selling Shares through a broker, most investors incur customary brokerage commissions and charges.

Authorized Participants

Each Fund continuously offers Shares in Creation

Units to Authorized Participants. Shares of a Fund are to be offered to Authorized Participants in Creation Units at the Fund's NAV.

Authorized Participants may offer to the public,

from time to time, Shares of a Fund from any Creation Units they create. Shares of a Fund offered to the public by Authorized Participants are offered at a per Share market price that varies depending on, among other factors, the trading price of the Shares of a Fund on the Exchange, the NAV per Share and the supply of and demand for the Shares at the time of the offer. Shares initially comprising the same Creation Unit but offered by Authorized Participants to the public at different times may have different offering prices. Additionally, the price at which an Authorized Participant sells a Share may be higher or lower than the price paid by such Authorized Participant in connection with the creation of such Share in a Creation Unit.

Authorized Participants do not receive from a

Fund, the Sponsor or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public, although investors are expected to be charged a customary commission by their brokers in connection with the purchase and sale of Shares that varies from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

Bank of America/Merrill Lynch Professional Clearing

is each Fund's initial Authorized Participant and is a statutory underwriter of Fund Shares. Prior to a Fund's Shares being listed on the Exchange, the initial Authorized Participant will purchase two creation units of Fund Shares with a price per Share of $15.00.

As of the date of this Prospectus, Bank of America/Merrill

Lynch Professional Clearing, Citadel Securities LLC, Credit Suisse Securities (USA) LLC, and Mizuho Securities USA LLC have each executed an Authorized Participant Agreement and are the only Authorized Participants.

Likelihood of Becoming a Statutory Underwriter

Each Fund issues Shares in Creation Units to Authorized

Participants from time to time in exchange for cash. Because new Shares can be created and issued on an ongoing basis at any point during the life of a Fund, a "distribution," as such term is used in the 1933 Act, will be occurring. An Authorized Participant, other broker-dealer firm or its client could be deemed a statutory underwriter, and thus would be subject to the prospectus delivery and liability provisions of the 1933 Act, if it purchased a Creation Unit from a Fund, broke the Creation Unit down into the constituent Shares and sold the Shares to its customers; or if it chose to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares.

A determination of whether one is an underwriter must

take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to categorization as an underwriter. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act.

Dealers who are neither Authorized Participants

nor "underwriters" but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an "unsold allotment" within the meaning of section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by section 4(3) of the 1933 Act.

Retail investors may purchase and sell Shares

through traditional brokerage accounts. Investors who purchase or sell Shares through a commission/fee based brokerage account may pay commissions/fees charged by the brokerage account. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

The offering of Creation Units is being made in

compliance with FINRA Rule 2310. Accordingly, the Authorized Participants may not make any sales to any account over which they have discretionary authority without the prior written approval of a purchaser of Shares. In any event, the maximum amount of all items of value, including compensation paid from the offering proceeds and in the form of "trail commissions," to be paid to FINRA members, including to Foreside Fund Services, LLC, in connection with the offering of the Shares by a Fund will not exceed 10% of gross offering proceeds.

Chapman and Cutler LLP has advised the Sponsor

in connection with the Shares being offered. Chapman and Cutler LLP also advises the Sponsor with respect to its responsibilities as sponsor of, and with respect to matters relating to, the Trust and the Fund. Chapman and Cutler LLP has prepared the sections "Material U.S. Federal Income Tax Considerations" with respect to U.S. federal income tax laws and "Purchases By Employee Benefit Plans" with respect to ERISA. Chapman and Cutler LLP has not represented, nor will it represent, the Trust, the Fund or the shareholders in matters relating to the Trust or the Funds.

Richards, Layton & Finger, P. A. has represented

the Trust in connection with the legality of the Shares being offered hereby.

Certain opinions of counsel have been filed with

the SEC as exhibits to the Registration Statement of which this Prospectus is a part.

Tait, Weller & Baker, LLP, an independent

registered public accounting firm, is hereby named as an expert in auditing and accounting.

WHERE INVESTORS CAN FIND

The Trust has filed a Registration Statement on

Form S-1 with the SEC under the 1933 Act. This Prospectus constitutes part of the Registration Statement filed by the Trust for itself and on behalf of the Funds. Additionally, as further discussed under "Incorporation by Reference of Certain Documents," we have incorporated by reference certain historical information. This Prospectus does not contain all of the information set forth in such Registration Statement, certain portions of which have been omitted pursuant to the rules and regulations of the SEC, including, without limitation, certain exhibits thereto (for example, the form of the Authorized Participant Agreement). The descriptions contained herein of agreements included as exhibits to the Registration Statement are necessarily summaries and may not be complete; the exhibits themselves may be inspected without charge at the Public Reference Room maintained by the SEC at 100 F Street, NE, Washington, DC 20549, and copies of all or part thereof may be obtained from the SEC upon payment of the prescribed fees.

Investors may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of such site is www.sec.gov .

The Trust's Commitment to Investors

The Sponsor and the Trust are committed to respecting

the privacy of personal information investors entrust to the Trust in the course of doing business.

The Information the Trust Collects About Investors

The Sponsor, on behalf of the Trust, collects

non-public personal information from various sources. For instance, forms may include names, addresses, and social security numbers.

Each Fund receives information from transactions in investors' accounts, including account balances, and from correspondence between investors and a Fund or third parties, such as the Fund's service providers. The Sponsor, on behalf of the Fund, uses such information provided by investors or their representative to process transactions, to respond to inquiries from investors, to deliver reports, products, and services, and to fulfil legal and regulatory requirements.

How the Trust Handles Investors' Personal

The Sponsor does not disclose any non-public personal

information about investors to anyone unless permitted by law or approved by the affected investor. The Sponsor may share information about investors with certain third parties who are not affiliated with the Trust to process or service a transaction that investors have requested or as permitted by law. For example, sharing information with non-affiliated third parties that maintain or service investors' accounts for a Fund is essential.

The Sponsor may also share information with companies

that perform administrative or marketing services for a Fund including research firms. When the Fund enters into such a relationship, such third parties' use of customer's information is restricted and they are prohibited from sharing it or using it for any purposes other than those for which they were hired. The Sponsor also requires service providers to maintain physical, electronic and procedural safeguards that comply with federal standards to guard investors' non-public personal information.

How the Trust Safeguards Investors' Personal

The Sponsor maintains physical, electronic, and

procedural safeguards to protect investors' personal information. Within a Fund, access to personal information is restricted to those employees who require access to that information in order to provide products or services to customers such as processing transactions and handling inquiries. Use of customer information is restricted and customer information is required to be held in strict confidence.

The Sponsor will adhere to the policies and practices

described in this notice for both current and former customers of the Funds.

FUTURES COMMISSION MERCHANTS

Each Fund intends to use ADM Investor Services,

Inc. ("ADMIS"), StoneX Financial Inc. - FCM, Straits Financial LLC and E D & F Man Capital Markets Inc. each in its capacity as a registered FCM, as its FCM. Each serves as a clearing broker to the Trust and a Fund and as such arranges for the execution and clearing of a Fund's futures transactions. Each FCM acts as clearing broker for many other funds and individuals. A variety of executing brokers may execute futures transactions on behalf of the Funds. The executing brokers will give up all such transactions to an FCM.

Investors should be advised that no FCM is affiliated

with or acts as a supervisor of a Fund or the Fund's commodity pool operators, commodity trading advisors, investment managers, trustees, general partners, administrators, transfer agents, registrars or organizers, as applicable. Additionally, no FCM is acting as an underwriter or sponsor of the offering of any Shares or interests in a Fund or has passed upon the merits of participating in this offering.

No FCM has passed upon the adequacy of this Prospectus

or on the accuracy of the information contained herein. Additionally, no FCM provides any commodity trading advice regarding a Fund's trading activities. Investors should not rely upon any such FCM in deciding whether to invest in a Fund or retain their interests in the Fund. Investors should also note that a Fund may select additional clearing brokers or replace any FCM as the Fund's clearing broker.

Litigation and Regulatory Disclosure Relating

ADM Investor Services, Inc.

ADM Investor Services, Inc. ("ADMIS")

is a registered futures commission merchant and is a member of the National Futures Association. Its main office is located at 141 W.

Jackson Blvd., Suite 2100A, Chicago, IL 60604. In the normal course of its business, ADMIS is involved in various legal actions incidental to its commodities business. None of these actions are expected either individually or in aggregate to have a material adverse impact on ADMIS.

Neither ADMIS nor any of its principals have been

the subject of any material administrative, civil or criminal actions within the past five years, except for the following matters.

In an Order entered on July 12, 2019 the CFTC

found that between December 1, 2014 and September 24, 2017 ADMIS failed to diligently supervise the handling by its employees and agents of commodity interest accounts as well as the activities of its employees and agents relating to its business as an FCM in violation of CFTC Regulation 166.3. The order imposed a civil monetary penalty of $250,000.

On January 28, 2020, a Commodity Exchange Business

Conduct Committee Panel ("Panel") found that between 2012 and 2018, ADMIS learned that one of its brokerage firm clients automatically offset omnibus account positions in futures contracts using the FIFO method and was misreporting its open positions. As a result, inaccurate open interest data was published to the market. The Panel found that ADMIS failed to require the client to provide accurate and timely owner and control information and continued to report inaccurate information regarding the ownership and control of the positions through May 2018 in violation of Exchange Rules 432.Q., 432.X., and 561.C. Additionally, on multiple occasions continuing through May 2018, ADMIS provided the Exchange with inaccurate audit trail data provided by the client. The Panel found that ADMIS violated Exchange Rule 536.B.2.

Finally, the Panel found that ADMIS failed to

take effective measures to ensure the accuracy of its client's purchase and sales data reporting and its responses to the Exchange, and failed to properly supervise employees. The Panel therefore found that ADMIS violated Exchange Rule 432.W. In accordance with an offer of settlement the Panel ordered ADMIS to pay a fine of $650,000.

StoneX Financial Inc. -- FCM

Below is a list of material, administrative, civil,

enforcement, or criminal complaints or actions filed against StoneX Financial Inc. - FCM (f/k/a INTL FCStone Financial Inc. - FCM Division) that are outstanding, and any enforcement actions or complaints filed against the StoneX Financial Inc. - FCM Division in the past five years which meet the materiality thresholds in CTFC regulations 4.24.(l) and 4.34(k).

November 14, 2017, INTL FCStone Financial Inc., without admission or denial or liability, entered into a settlement with the Commodity Futures Trading Commission ("CFTC").

The CFTC found that INTL FCStone Financial Inc. failed to have adequate compliance controls to identify trades improperly designated as EFRPs. According to the CFTC Order, the firm failed to determine that the EFPs at issue had the necessary corresponding and related cash or OTC derivative position required for EFRPs. The CFTC Order also found that the firm failed to ensure that the EFPs at issue were documented properly.

Finally, the firm failed to ensure that its employees involved in the execution, handling, and processing of EFRPs understood the requirements for executing, handing, and processing valid EFRPs. INTL FCStone Financial Inc., and its affiliate FCStone Merchant Services, jointly paid a $280,000 civil monetary penalty to the CFTC.

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Other Expenses of Issuance and Distribution 1 change

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Securities and Exchange Commission Registration Fee*

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Exhibits 14 changes

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Description of Document

Certificate of Trust

Form of Authorized Participant Agreement

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Opinion of Richards, Layton & Finger, P.A. as to Delaware law

Opinion of Chapman & Cutler LLP as to income tax matters

Form of Sponsor Agreement

Form of Transfer Agency Servicing Agreement

Form of Custody Agreement

Form of Marketing Agent Agreement

Form of Futures Account Agreement

Form of Administration Servicing Agreement

Form of Sub-Administration Servicing Agreement

Form of Fund Accounting Servicing Agreement

Form of Commodity Sub-Advisory Agreement

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Undertakings 33 changes

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

To reflect in the prospectus any facts or events arising

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.

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To include any material information with respect to

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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Paragraphs (a)(1)(i) and (a)(1)(ii) of this section

Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

That, for the purpose of determining any liability

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

If the registrant is relying on Rule 430B:

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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

registrant relating to the offering required to be filed pursuant to Rule 424;

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

The portion of any other free writing prospectus relating

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or their securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities under the

Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the provisions described in Item 14 above, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 director, officer or controlling person of the registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of their respective 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 Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

hereby undertakes that:

For purposes of determining any liability under the

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

For the purpose of determining any liability under

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Palm Beach Gardens, State of Florida, on November 3, December 16, 2021.

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