VS Trust: securities offering

Cover page 181 changes

Confidential Draft Submission No. 1

As confidentially submitted to the Securities and Exchange Commission on May 18, 2026. Thi s draft registration statement has not been pu blicly filed with the Securities and Exchange Commission and al l information herein remains strictly c onfidential.

ea0291255-s1_vstrust.htm

REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission

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(Exact Name of Registrant as Specified in Its Charter)

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(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices and Agent for Service)

Number, including Area Code,

of Registrant's Principal Executive Offices and Agent for Service)

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Approximate date of commencement of proposed

Approximate date of commencement of proposed sale to the public : As soon as practicable after this registration statement becomes effective.

If any of the securities being

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. ☒

If this Form is filed to register

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective

If this Form is a post -effective amendment filed pursuant to Rule 462(d) 462(c) under the Securities Act, of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective

Indicate by amendment filed pursuant to Rule 462(d) under the Securities Act, check mark whether the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ the registrant is a large accelerated filer, an accelerated filer, a non -accelerated 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 12b-2 of the Exchange Act. (Check one):

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If an emerging growth company, indicate by check mark

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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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. ☐ 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)

The 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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

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VS Trust is a Delaware statutory trust. The 3x Gold ETF, the 3x Silver ETF, the 3x Bitcoin ETF, the 3x Ether ETF, the 3x Crude Oil ETF, and the 3x Natural Gas ETF (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 Funds. Shares represent units of fractional undivided beneficial interest in and ownership of a Fund. Shares will be offered on a continuous basis. Shares are listed for trading on CBOE BZX Exchange, Inc. (the "Exchange") under the ticker symbol shown above next to each Fund's name.

EACH FUND SEEKS INVESTMENT RESULTS FOR A SINGLE DAY ONLY, MEASURED FROM ONE NAV CALCULATION TO THE NEXT. THE FUNDS DO NOT SEEK TO ACHIEVE THEIR STATED INVESTMENT OBJECTIVE OVER ANY PERIOD LONGER THAN A SINGLE DAY. THE RETURN OF A FUND FOR PERIODS LONGER THAN A SINGLE DAY WILL BE THE RESULT OF ITS RETURN FOR EACH DAY COMPOUNDED OVER THE PERIOD AND USUALLY WILL DIFFER IN AMOUNT, AND POSSIBLY EVEN DIRECTION, FROM THE FUND'S STATED MULTIPLE (3X) OF THE PERFORMANCE OF ITS UNDERLYING COMMODITY OR DIGITAL ASSET FOR THE SAME PERIOD.

NEITHER THE TRUST NOR THE FUNDS ARE MUTUAL FUNDS OR ANY OTHER TYPE OF INVESTMENT COMPANY AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT"), AND NEITHER IS SUBJECT TO REGULATION THEREUNDER. SHAREHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN AN INVESTMENT COMPANY REGISTERED UNDER THE 1940 ACT. SEE RISK FACTOR ENTITLED "SHAREHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN AN INVESTMENT COMPANY REGISTERED UNDER THE 1940 ACT" IN PART ONE OF THIS PROSPECTUS FOR MORE INFORMATION.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT [PAGES 59 -60 ] AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT [PAGES 59 -60 ].

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON -UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.

SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK.

HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR.

IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL'S OBLIGATIONS OR THE POOL'S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.

VS Trust is a Delaware statutory trust. The 3x

Gold ETF, the 3x Silver ETF, the 3x Bitcoin ETF, the 3x Ether ETF, the 3x Crude Oil ETF, and the 3x Natural Gas ETF (each a "Fund"

and together, the "Funds") are separate series of VS Trust. The Trust continuously offers for sale common units of beneficial interest ("Shares") of the Funds. Shares represent units of fractional undivided beneficial interest in and ownership of a

Fund. Shares are listed for trading on CBOE BZX Exchange, Inc. (the "Exchange") under the ticker symbol shown above next to each Fund's name

Linked Instruments (as defined herein), including

commodity futures contracts, may experience pronounced and swift price changes. Accordingly, there is a potential for movement in the price of Shares between the time an investor places an order to purchase or sell with its broker-dealer and the time of the actual purchase or sale resulting from the price volatility of the Linked Instruments in which the Funds invest.

INVESTING IN THE SHARES INVOLVES SIGNIFICANT

INVESTING IN THE SHARES INVOLVES SIGNIFICANT RISKS. PLEASE REFER TO THE SECTION ENTITLED "RISK FACTORS" ON PAGES 8 -48 ]. 10-51.

THE FUNDS PRESENT SIGNIFICANT RISKS NOT APPLICABLE

TO OTHER TYPES OF FUNDS, INCLUDING RISKS RELATING TO INVESTING IN COMMODITY FUTURES CONTRACTS AND CRYPTOCURRENCY FUTURES CONTRACTS. THE

THE FUNDS PRESENT SIGNIFICANT RISKS NOT APPLICABLE TO OTHER TYPES OF FUNDS, INCLUDING RISKS RELATING TO INVESTING IN COMMODITY FUTURES CONTRACTS AND CRYPTOCURRENCY FUTURES CONTRACTS. THE FUNDS ARE NOT APPROPRIATE FOR ALL INVESTORS. AN INVESTOR SHOULD ONLY CONSIDER AN INVESTMENT IN A FUND IF HE OR SHE UNDERSTANDS THE CONSEQUENCES OF SEEKING DAILY INVESTMENT RESULTS AND THE IMPACT OF COMPOUNDING ON FUND PERFORMANCE.

CONSEQUENCES OF SEEKING DAILY INVESTMENT RESULTS AND THE IMPACT OF COMPOUNDING ON FUND PERFORMANCE.

EACH FUND SEEKS INVESTMENT RESULTS FOR A SINGLE

DAY ONLY, MEASURED FROM ONE NAV CALCULATION TO THE NEXT. THE FUNDS DO NOT SEEK TO ACHIEVE THEIR STATED INVESTMENT OBJECTIVE OVER ANY PERIOD

LONGER THAN A SINGLE DAY. THE RETURN OF A FUND FOR PERIODS LONGER THAN A SINGLE DAY WILL BE THE RESULT OF ITS RETURN FOR EACH DAY COMPOUNDED

THE RETURN OF A FUND FOR A PERIOD LONGER THAN A SINGLE DAY IS THE RESULT OF ITS RETURN FOR EACH DAY COMPOUNDED OVER THE PERIOD AND USUALLY WILL DIFFER IN AMOUNT, AND POSSIBLY EVEN DIRECTION, FROM THE FUND'S STATED MULTIPLE (3X) OF THE PERFORMANCE OF ITS UNDERLYING COMMODITY OR DIGITAL ASSET FOR THE SAME PERIOD. THESE DIFFERENCES CAN BE SIGNIFICANT.

OF ITS UNDERLYING REFERENCE ASSET FOR THE SAME PERIOD. THESE DIFFERENCES CAN BE SIGNIFICANT.

THE FUNDS' INVESTMENTS MAY BE ILLIQUID

THE FUNDS' INVESTMENTS MAY BE ILLIQUID AND / OR AND/OR HIGHLY VOLATILE AND A FUND MAY EXPERIENCE LARGE LOSSES FROM BUYING, SELLING OR HOLDING SUCH INVESTMENTS. AN INVESTOR IN A FUND COULD POTENTIALLY LOSE THE FULL PRINCIPAL VALUE OF HIS / HER INVESTMENT WITHIN A SINGLE DAY OR OVERNIGHT.

FUND COULD POTENTIALLY LOSE THE FULL PRINCIPAL VALUE OF HIS/HER INVESTMENT WITHIN A SINGLE DAY OR OVERNIGHT.

The potential upside of an investment in a Fund may be limited. Gains, if any, may be subject to significant and unexpected reversals.

may be limited. Gains, if any, may be subject to significant and unexpected reversals.

Each Fund will distribute to shareholders a

Each Fund will distribute to shareholders a Schedule K -1 K-1 that will contain information regarding the income and expenses of a Fund.

NEITHER THE TRUST NOR THE FUNDS ARE MUTUAL FUNDS

OR ANY OTHER TYPE OF INVESTMENT COMPANY AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940 (THE "1940 ACT"), AND NEITHER

IS SUBJECT TO REGULATION THEREUNDER. SHAREHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP OF SHARES IN AN INVESTMENT COMPANY

REGISTERED UNDER THE 1940 ACT. SEE RISK FACTOR ENTITLED "SHAREHOLDERS DO NOT HAVE THE PROTECTIONS ASSOCIATED WITH OWNERSHIP

OF SHARES IN AN INVESTMENT COMPANY REGISTERED UNDER THE 1940 ACT" IN PART ONE OF THIS PROSPECTUS FOR MORE INFORMATION.

These securities have not been approved or disapproved

These securities have not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC") or any state securities commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

THE COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT HAS

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

The Shares are neither interests in nor obligations

The Shares are neither interests in nor obligations of the Sponsor, Wilmington Trust, National Association (the "Trustee"), or any of their respective affiliates. The Shares are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

[ ] 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 purchased two creation units of Fund Shares with a price per Share of $15.00.

Shares are offered on a continuous basis to Authorized

Participants in Creation Units at NAV. Authorized Participants may then offer Shares to the public from any Creation Unit they create at per-Share offering prices that are expected to reflect, among other factors, the trading price of the Shares on the Exchange, the NAV of the Shares at the time the Authorized Participant purchased the Creation Units, the NAV of the Shares at the time of the offer of the

Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for the Linked Instruments in which the Funds invest. The prices of Shares offered by Authorized Participants are expected to fall between NAV and the trading price of the Shares on the Exchange at the time of sale. Shares initially comprising the same Creation Unit but offered by Authorized Participants to the public at different times may have different offering prices. The Funds' Shares may trade in the secondary market on the

Exchange at prices that are lower or higher than their NAV per Share.

This Prospectus has two parts: the offered series

This Prospectus has two parts: the offered series disclosure and the general pool disclosure. These parts are bound together and are incomplete if not distributed together to prospective participants.

COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

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Forward-looking statements 77 changes

OFFERED SERIES DISCLOSURE

Investors should read the following summary together with the more detailed information in this Prospectus before investing in Shares of any of the Funds, including the information under the caption "Risk Factors," and all exhibits to this Prospectus and the information incorporated by reference in this Prospectus. The financial statements incorporated by reference in this Prospectus, including those in the Trust's Annual Report on Form 10 -K and Quarterly Reports on Form 10 -Q , relate to VS Trust and the funds comprising VS Trust that are not covered by this Prospectus (including -1x Short VIX Futures ETF (SVIX) and 2x Long VIX Futures ETF (UVIX)). The financial statements of the Funds covered by this Prospectus (3x Gold ETF, 3x Silver ETF, 3x Bitcoin ETF, 3x Ether ETF, 3 x C rude Oil ETF, and 3x Natural Gas ETF) are included directly herein and are not incorporated by reference. Please see the section entitled "Incorporation by Reference of Certain Documents" in Part Two of this Prospectus. Investors should also read any updated Prospectus, supplements to this Prospectus, notices and press releases, and other important information about the Funds which are posted on the Sponsor's website at www.volatilityshares.com.

Investors should read the following summary together with the more detailed information in this Prospectus before investing in Fund Shares, including the information under the caption "Risk Factors" and all exhibits to this Prospectus .

Any references throughout this Prospectus to various actions taken by a Fund are actually actions taken by the Trust on behalf of a Fund.

For ease of reading, certain terms used throughout this Prospectus are defined in the Glossary beginning on [page 119]. Readers should consult the Glossary before reading through this Prospectus.

Important Information About the Funds

Each Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the value of the Fund's underlying Reference Asset, as measured by the price of the futures contract on that Reference Asset that is the near month contract to expire, except when the near month contract is within two weeks of expiration, in which case it will be measured by the price of the futures contract that is the next month contract to expire (its "Benchmark"), for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation.

The return of each Fund for periods longer than a single day will be the result of its return for each day compounded over the period. A Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from 3x times the return of the Benchmark for the same period. For periods longer than a single day, a Fund will lose money if the Benchmark's performance is flat, and it is possible that the Fund will lose money even if the price of the Benchmark increases. Longer holding periods, higher Benchmark volatility, and leveraged exposure each exacerbate the impact of compounding on an investor's returns. During periods of higher Benchmark volatility, the volatility of the Benchmark may affect a Fund's return as much as or more than the return of the price of the Benchmark.

While a Fund has a daily investment objective, you may hold Shares for longer than one day if you believe doing so is consistent with your goals and risk tolerance. If you hold Shares for any period other than a day, it is important for you to understand that over your holding period:

• Your return may be higher or lower than that sought in the investment objective, and this difference may be significant.

• Factors that contribute to returns that are worse than the return sought in the investment objective include smaller Benchmark gains and higher Benchmark volatility, as well as longer holding periods when these factors apply.

• Factors that contribute to returns that are better than the return sought in the investment objective include larger Benchmark gains and lower Benchmark volatility, as well as longer holding periods when these factors apply.

• The more extreme these factors are, and the more they occur together, the more your return will tend to deviate from the return sought in the investment objective.

THE FUNDS HAVE NOT COMMENCED TRADING AND DO NOT HAVE ANY PERFOR MANCE HIS TORY .

The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of gold. For the purpose of the Fund's investment objective, under normal circumstances, the Fund will use the price of gold that is reflected in the next expiring Gold Futures Contract, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire, that trade on the Commodity Exchange, Inc. ("COMEX"), a subsidiary of the CME Group Inc., or another exchange registered with the CFTC and disclosed in the Fund's prospectus (together, "Gold Futures Contracts").

The Fund will not invest in spot gold, but rather seeks to achieve its investment objective primarily through managed exposure to Gold -Linked Instruments, which means (i) Gold Futures Contracts; (ii) shares of other exchange -traded investment products, including shares of investment companies registered under the Investment Company Act, that invest in assets similar to those in which the Fund may invest ("Other Gold -Linked ETPs"); (iii) exchange traded options on shares of Other Gold -Linked ETPs; and (iv) swap agreement transactions that reference gold, Gold Futures Contracts, Other Gold -Linked ETPs, or gold -referenced indexes.

The Fund also will hold cash and Cash Equivalents, as defined below.

The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of silver. For the purpose of the Fund's investment objective, under normal circumstances, the Fund will use the price of silver that is reflected in the next expiring Silver Futures Contract, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire, that trade on the COMEX or another exchange registered with the CFTC and disclosed in the Fund's prospectus (together, "Silver Futures Contracts").

The Fund will not invest in spot silver, but rather seeks to achieve its investment objective primarily through managed exposure to Silver -Linked Instruments, which means (i) Silver Futures Contracts; (ii) shares of other exchange -traded investment products, including shares of investment companies registered under the Investment Company Act, that invest in assets similar to those in which the Fund may invest ("Other Silver -Linked ETPs"); (iii) exchange traded options on shares of Other Silver -Linked ETPs; and (iv) swap agreement transactions that reference silver, Silver Futures Contracts, Other Silver -Linked ETPs, or silver -referenced indexes.

The Fund also will hold cash and Cash Equivalents, as defined below.

The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of bitcoin. For the purpose of the Fund's investment objective, under normal circumstances, the Fund will use the price of bitcoin that is reflected in the next expiring Bitcoin Futures Contract, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire, that trade on Chicago Mercantile Exchange Inc. ("CME"), a subsidiary of the CME Group Inc., or another exchange registered with the CFTC and disclosed in the Fund's prospectus (together, "Bitcoin Futures Contracts").

The Fund will not invest in spot bitcoin, but rather seeks to achieve its investment objective primarily through managed exposure to Bitcoin -Linked Instruments, which means (i) Bitcoin Futures Contracts; (ii) shares of other exchange -traded investment products, including shares of investment companies registered under the Investment Company Act, that invest in assets similar to those in which the Fund may invest ("Other Bitcoin -Linked ETPs"); (iii) exchange traded options on shares of Other Bitcoin -Linked ETPs; and (iv) swap agreement transactions that reference bitcoin, Bitcoin Futures Contracts, Other Bitcoin -Linked ETPs, or bitcoin -referenced indexes.

The Fund also will hold cash and Cash Equivalents, as defined below.

The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of ether. For the purpose of the Fund's investment objective, under normal circumstances, the Fund will use the price of ether that is reflected in the next expiring Ether Futures Contract, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire, that trade on the CME, or another exchange registered with the CFTC and disclosed in the Fund's prospectus (together, "Ether Futures Contracts").

The Fund will not invest in spot ether, but rather seeks to achieve its investment objective primarily through managed exposure to Ether -Linked Instruments, which means (i) Ether Futures Contracts; (ii) shares of other exchange -traded investment products, including shares of investment companies registered under the Investment Company Act, that invest in assets similar to those in which the Fund may invest ("Other Ether -Linked ETPs"); (iii) exchange traded options on shares of Other Ether -Linked ETPs; and (iv) swap agreement transactions that reference ether, Ether Futures Contracts, Other Ether -Linked ETPs, or ether -referenced indexes.

The Fund also will hold cash and Cash Equivalents, as defined below.

The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of light, sweet crude oil. For the purpose of the Fund's investment objective, under normal circumstances, the Fund will use the price of light, sweet crude oil that is reflected in the next expiring light, sweet crude futures contract, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire, that trade on the New York Mercantile Exchange, Inc. ("NYMEX"), a subsidiary of CME Group Inc., or another exchange registered with the CFTC and disclosed in the Fund's prospectus (together, "Crude Oil Futures Contracts").

The Fund will not invest in spot crude oil, but rather seeks to achieve its investment objective primarily through managed exposure to Crude Oil -Linked Instruments, which means (i) Crude Oil Futures Contracts; (ii) shares of other exchange -traded investment products, including shares of investment companies registered under the Investment Company Act, that invest in assets similar to those in which the Fund may invest ("Other Crude Oil -Linked ETPs"); (iii) exchange traded options on shares of Other Crude Oil -Linked ETPs; and (iv) swap agreement transactions that reference light, sweet crude oil, Crude Oil Futures Contracts, Other Crude Oil -Linked ETPs, or light, sweet crude oil -referenced indexes.

The Fund also will hold cash and Cash Equivalents, as defined below.

The Fund seeks daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of natural gas. For the purpose of the Fund's investment objective, under normal circumstances, the Fund will use the price of natural gas that is reflected in the next expiring Natural Gas Futures Contract, except when the near month contract is within two weeks of expiration, in which case it will be measured by the futures contract that is the next month contract to expire, that trade on NYMEX, or another exchange registered with the CFTC and disclosed in the Fund's prospectus (together, "Natural Gas Futures Contracts").

The Fund will not invest in natural gas, but rather seeks to achieve its investment objective primarily through managed exposure to Natural Gas -Linked Instruments, which means (i) Natural Gas Futures Contracts; (ii) shares of other exchange -traded investment products, including shares of investment companies registered under the Investment Company Act, that invest in assets similar to those in which the Fund may invest ("Other Natural Gas -Linked ETPs"); (iii) exchange traded options on shares of Other Natural Gas -Linked ETPs; and (iv) swap agreement transactions that reference natural gas, Natural Gas Futures Contracts, Other Natural Gas -Linked ETPs, or natural gas -referenced indexes.

The Fund also will hold cash and Cash Equivalents.

"Cash Equivalents" are cash -like instruments or high -quality securities that are designed to provide liquidity, serve as margin, or otherwise collateralize a Fund's investments. Cash Equivalents may consist of short -term instruments with maturities of less than three months, including: (a) U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities; (b) certificates of deposit issued against funds deposited in a bank or savings and loan association; (c) bankers' acceptances, which are short -term credit instruments used to finance commercial transactions; (d) repurchase agreements and reverse repurchase agreements; (e) bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest; (f) commercial paper, which are short -term unsecured promissory notes; and (g) money market funds.

Offering Shares in Creation Units

The Funds continuously offer and redeem Shares in blocks of at least 10,000 Shares (each such block, a "Creation Unit") at current per Share market prices. Only Authorized Participants (as defined herein) may purchase and redeem Shares from a Fund and then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with the Trust and Volatility Shares LLC (the "Sponsor"). 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 Agreement and the related Authorized Participant Procedures Handbook set forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants will 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. An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee -based brokerage accounts.

Additional Information Available About the Funds

The Funds' website at www.volatilityshares.com will display the end of day closing Benchmark level and NAV per Share for each Fund. Each day that a Fund is open for business, the Fund will disclose on its website, which is publicly available free of charge, before the opening of regular trading on the Exchange, the following information for each portfolio holding that will form the basis of the next calculation of current NAV per Share: (i) ticker symbol; (ii) CUSIP or other identifier; (iii) description of holding; (iv) quantity of each asset held; and (v) percentage weight of the holding in the portfolio. This website disclosure of the portfolio composition of each Fund will occur at the same time as the disclosure by the Fund of the portfolio composition to Authorized Participants so that all market participants are provided portfolio composition information at the same time.

Pricing Information Available on the Exchange and Other Sources

The current market price per Share is published continuously as trades occur throughout each trading day on the consolidated tape by market data vendors.

The Intraday Indicative Value ("IIV") per Share is calculated by the Exchange or a third -party financial data provider and is updated every 15 seconds during Regular Trading Hours (9:30 a.m. to 4:00 p.m. Eastern time). The IIV is widely disseminated on a per Share basis through the facilities of the Consolidated Tape Association and Consolidated Quotation System high speed lines. In addition, the IIV is available through on -line information services such as Bloomberg and Reuters. The IIV disseminated during Regular Trading Hours should not be viewed as an actual real -time update of the NAV, which is calculated only once at the end of each trading day.

The website for the Funds, www.volatilityshares.com , or any successor thereto, which is publicly accessible at no charge, contains the following information: (a) the prior business day's NAV per Share; (b) the prior business day's official closing price; (c) calculation of the premium or discount of such BZX Official Closing Price against such NAV per Share; (d) a table showing the number of days the Shares traded at a premium or discount;

(e) a line graph showing the premium or discount of the Shares; (f) each Fund's median bid -ask spread; (g) historical distribution data; (h) the Prospectus; and (i) other applicable quantitative information. The Funds also disseminate each Fund's holdings on a daily basis on the Funds' website. The NAV per Share for each Fund is calculated by the Administrator once a day and is disseminated daily to all market participants at the same time. Quotation and last sale information regarding the Shares are disseminated through the facilities of the consolidated tape.

The Shares are not issued, sponsored, endorsed, sold or promoted by the Exchange, and the Exchange makes no representation regarding the advisability of investing in the Shares.

The Funds seek to engage in daily rebalancing to position their portfolios so that exposure to their respective Benchmarks is consistent with their daily investment objectives. The impact of changes to the value of each Fund's underlying Reference Asset each day will affect whether that Fund's portfolio needs to be rebalanced. The time and manner in which each Fund will rebalance its portfolio may vary from day to day depending upon market conditions and other circumstances, including the potential impact of the rebalance on the price of the underlying futures contracts. To limit participation during periods of market illiquidity, the Sponsor, on any given day, may vary the manner and period over which the Funds are rebalanced. The Sponsor believes that a Fund will enter an extended rebalance period most often during periods of extraordinary market conditions or illiquidity in the applicable futures contracts. In the event that a Fund participates in an extended rebalance period, the Fund represents that it will notify the Exchange and the SEC of such participation as soon as practicable, but no later than 9:00 a.m. ET on the trading day following the event.

Volatility Shares LLC, a Delaware limited liability company, serves as the Trust's Sponsor and commodity pool operator. It will manage 100% of Fund assets. The principal office of the Sponsor and the Trust is located at 2000 PGA Boulevard, Suite 4440, Palm Beach Gardens, FL 33408. The telephone number of the Sponsor and the Trust is (866) 261 -0273 .

Neither the Trust nor the Funds are required to establish, or be overseen by, a board of directors or an audit committee of the board of directors. Accordingly, only the Funds' service providers, which are generally overseen by the Funds' Sponsor, will be providing services to the Funds. The Sponsor has the power to change a Fund's investment objective, benchmark or investment strategy, and may liquidate a Fund, at any time, without shareholder approval, subject to applicable regulatory requirements.

More detailed information about the Sponsor can be found beginning on [page 88] under Service Providers — The Sponsor .

Creation and Redemption Transactions

Only an Authorized Participant may purchase ( i.e. , create) or redeem Shares directly with a Fund. Authorized Participants may create and redeem Shares only in Creation Units, which are blocks of at least 10,000 Shares in a Fund. An "Authorized Participant" is a broker -dealer that is a member of a national clearing agency and that has entered into an Authorized Participant Agreement with the Sponsor. Creation Units are offered to Authorized Participants at a Fund's NAV. Creation Units in a Fund are expected to be created when there is sufficient demand for Shares in the Fund that the market price per Share is at a premium to the NAV per Share. Authorized Participants will likely sell such Shares to the public at prices that are expected to reflect, among other factors, the trading price of the Shares and the supply of and demand for the Shares at the time of sale. Similarly, it is expected that Creation Units will be redeemed when the market price per Share of a Fund is at a discount to the NAV per Share. The Sponsor expects that the exploitation of such arbitrage opportunities by Authorized Participants and their clients will tend to cause the public trading price of the Shares to track the NAV per Share of a Fund over time. Retail investors seeking to purchase or sell Shares on any day effect such transactions in the secondary market at the market price per Share, rather than in connection with the creation or redemption of Creation Units.

A creation transaction, which is subject to acceptance by Foreside Fund Services, LLC (the "Marketing Agent"), generally takes place when an Authorized Participant deposits a specified amount of cash (unless as provided otherwise in this Prospectus) in exchange for a specified number of Creation Units. Similarly, Shares can be redeemed only in Creation Units, generally for cash (unless as provided otherwise in this Prospectus). Except when aggregated in Creation Units, Shares are not generally redeemable individually. The prices at which creations and redemptions occur are based on the next calculation of the NAV after an order is received in proper form, as described in the Authorized Participant Agreement and the related Authorized Participant Procedures Handbook. The manner by which Creation Units are purchased and redeemed is governed by the terms of this Prospectus, the Authorized Participant Agreement and Authorized Participant Procedures Handbook. Creation and redemption orders are not effective until accepted by the Marketing Agent and may be rejected or revoked. By placing a purchase order, an Authorized Participant agrees to deposit cash (unless as provided otherwise in this Prospectus) with U.S. Bank National Association (the "Custodian").

Creation and redemption transactions must be placed each day by the Authorized Participant by the create/redeem cut -off time (stated below) to receive that day's NAV, or earlier if, for example, the Exchange or other exchange material to the valuation or operation of a Fund closes before such cut -off time. See the section entitled "Net Asset Value" for additional information about NAV calculations.

Create/Redeem Cut-off

NAV Calculation Time

11:30 a.m. (Eastern Time)

1:30 p.m. (Eastern Time)

11:25 a.m. (Eastern Time)

1:25 p.m. (Eastern Time)

2:00 p.m. (Eastern Time)

4:00 p.m. (Eastern Time)

2:00 p.m. (Eastern Time)

4:00 p.m. (Eastern Time)

12:30 p.m. (Eastern Time)

2:30 p.m. (Eastern Time)

12:30 p.m. (Eastern Time)

2:30 p.m. (Eastern Time)

Purchases and Sales in the Secondary Market

All purchases of Shares by investors (other than Authorized Participants) are made in the secondary market, typically through broker -dealers . Those purchases and sales of Shares are typically subject to ordinary brokerage commissions and charges. Fund Shares are listed on the CBOE BZX Exchange, Inc. (the "Exchange") under their respective ticker symbols shown on the front cover of this Prospectus.

The Funds will be profitable only if returns from the Funds' investments exceed their "breakeven amount." The Estimated breakeven amount is set forth in the table below. The estimated breakeven amount represents the estimated amount of trading income that the Funds would need to achieve during one year to offset the Funds' estimated fees, costs and expenses, net of any interest income earned by the Funds on their investments. Estimated amounts do not represent actual results, which may be different. It is not possible to predict whether the Funds will break even at the end of the first twelve months of an investment or any other period. See section "Charges — Breakeven Tables," for more detailed tables showing Breakeven Amounts.

* The breakeven analysis set forth in this table assumes that the Shares have a constant NAV equal to the amount shown. The amount approximates the NAV of such Shares on [ ]. The actual NAV of the Fund differs and is likely to change on a daily basis. The numbers in this chart have been rounded to the nearest 0.01.

Important Tax Information

Please note that the Funds will distribute to shareholders a Schedule K -1 that will contain information regarding the income and expense items of a Fund. The Schedule K -1 is a complex form and shareholders may find that preparing tax returns may require additional time or may require the assistance of an accountant or other tax preparer, at an additional expense to the shareholder.

This prospectus includes "forward-looking

This prospectus includes "forward -looking statements" within the meaning of the federal securities laws that involve risks and uncertainties. Forward -looking Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Some forward -looking forward-looking statements appear under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Business." When used in this prospectus, the words "estimates," "expects," "anticipates," "projects," "forecasts," "plans," "intends," "believes," "foresees," "seeks," "likely," "may," "might," "will," "should," "goal," "target" or "intends" and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward -looking forward-looking statements. All forward -looking forward-looking statements are based upon information available to us on the date of this prospectus.

These forward-looking statements are subject to

These forward -looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward -looking forward-looking statements, including, among other things, the matters discussed in this prospectus in the sections captioned "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Business." Some of the factors that we believe could affect our results include future business and financial performance or conditions, anticipated sales growth across markets, distribution channels and product categories, competition from larger, more established companies with greater economic resources than we have, expenses and gross margins, profits or losses, new product introductions, financing and working capital requirements and resources, control by our principal equity holders and the other factors set forth herein, including those set forth under "Risk Factors."

There are likely other factors that could cause

There are likely other factors that could cause our actual results to differ materially from the results referred to in the forward -looking forward-looking statements. All forward -looking forward-looking statements attributable to us in this prospectus apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. Except as expressly required by federal securities laws, the Trust assumes no obligation to update publicly any forward -looking forward-looking statements, whether as a result of new information, future events or otherwise. Investors should not place undue reliance on any forward -looking forward-looking statements.

Risk factors 452 changes

Risks Specific to the Funds

The Funds do not invest directly in spot commodities or digital assets, and the Linked Instruments in which the Funds invest can and do perform materially differently from the spot price of the underlying Reference Asset .

Each Fund seeks to gain exposure to its underlying Reference Asset (gold, silver, bitcoin, ether, crude oil, or natural gas, as applicable) through investments in Linked Instruments, which may include futures contracts, swap agreements, exchange -traded options, and other derivative instruments, rather than through direct investment in the spot commodity or digital asset. The Funds do not hold physical gold, silver, crude oil, or natural gas, and do not hold spot bitcoin or ether. The performance of these Linked Instruments can, and historically has, differed materially from the performance of the spot price of the underlying Reference Asset.

This performance divergence occurs for several reasons. First, the prices of futures contracts and other Linked Instruments reflect expectations about the future price of the underlying asset, which may differ from its current spot price. Second, the Funds must periodically "roll" their futures positions by selling contracts approaching expiration and purchasing contracts with later expiration dates. In a "contango" market, where futures contracts with longer terms to expiration are priced higher than contracts with shorter terms, rolling results in the Fund selling contracts at relatively lower prices and buying contracts at relatively higher prices. This "negative roll yield" creates a drag on performance that can cause the Fund to significantly underperform the spot price of the underlying Reference Asset over time, even if spot prices remain flat or increase. Conversely, in "backwardation", where futures contracts with longer terms to expiration are priced lower than contracts with shorter terms, rolling may benefit Fund performance. However, the futures markets for many of the Funds' underlying Reference Assets have historically experienced extended periods of contango.

Additional factors that may cause Linked Instruments to perform differently from spot prices include: transaction costs and commissions associated with trading Linked Instruments; margin requirements, collateral requirements, and financing costs; storage costs (for physical commodities) reflected in futures pricing; basis risk between the specific instruments held by a Fund and the spot market; and counterparty risk associated with swap agreements and other over -the-counter derivative instruments. For digital assets such as bitcoin and ether, the relationship between futures prices and spot prices may be particularly variable because the digital asset futures markets have a limited operating history and may be less liquid than futures markets for traditional commodities.

As a result of these factors, the performance of a Fund may differ materially in amount and possibly even in direction from the performance of the spot price of the Fund's underlying Reference Asset. Historical data demonstrates that futures -based commodity investments have frequently underperformed the spot price of the underlying commodity over extended periods. Investors seeking exposure to the spot price of a commodity or digital asset should consider whether the Funds are appropriate for their investment objectives. An investment in a Fund should not be viewed as an investment in the underlying spot commodity or digital asset.

Due to the compounding of daily returns, each Fund's returns over a period longer than a single day will likely differ in amount and possibly even direction from three times (3x) the performance of the Fund's underlying Reference Asset over the same period.

Each Fund has an investment objective to seek daily investment results, before fees and expenses, that correspond to three times (3x) the daily performance of the value of its Benchmark (as measured by the price of the applicable futures contract). Each Fund seeks investment results for a single day only, as measured from NAV calculation time to NAV calculation time, and not for any other period (see "Summary — Creation and Redemption Transactions" for the typical NAV calculation time of each Fund). The return of a Fund for a period longer than a single day is the result of its return for each day compounded over the period and usually will differ from three times (3x) the return of the Fund's underlying Reference Asset over the same period.

Compounding is the cumulative effect of applying investment gains and losses and income to the principal amount invested over time. Gains or losses experienced over a given period will increase or reduce the principal amount invested from which the subsequent period's returns are calculated. The effect of compounding becomes more pronounced as underlying asset volatility and holding period increase. The impact of compounding will impact each shareholder differently depending on the period of time an investment in a Fund is held and the volatility of the underlying Reference Asset during the holding period of an investment in Shares of the Fund.

Each Fund will lose money if its Benchmark's performance is flat over time, and a Fund can lose money regardless of the performance of the Benchmark, as a result of daily rebalancing, fees, the underlying asset's volatility, compounding and other factors. Longer holding periods, higher underlying asset volatility, and leverage each affect the impact of compounding on a Fund's returns. Daily compounding of a Fund's investment returns can dramatically and adversely affect performance, especially during periods of high volatility. Volatility has a negative impact on a Fund's performance and the volatility of the underlying Reference Asset may be at least as important to the Fund's return for a period as the return of the Benchmark.

The Funds are not appropriate for all investors and present significant risks not applicable to other types of funds. An investor should only consider an investment in a Fund if he or she understands the consequences of seeking investment results for a single day. Shareholders who invest in a Fund should actively manage and monitor their investments, as frequently as daily.

The Fund's daily returns may not correlate with its Benchmark due to factors including fees, transaction costs, financing costs, and portfolio rebalancing.

In order to achieve a high degree of correlation with its Benchmark, each Fund seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or over -exposed to the Benchmark may prevent a Fund from achieving a high degree of correlation with that Benchmark. Market disruptions or closures, large movements of assets into or out of a Fund, large rebalances, regulatory restrictions, cash drag from uninvested cash, market volatility, accountability levels, position limits, margin requirements, and daily price fluctuation limits set by the exchanges and other factors will adversely affect a Fund's ability to adjust exposure to requisite levels. The target amount of portfolio exposure may be impacted by changes to the value of a Fund's underlying Reference Asset each day. Other things being equal, more significant movement, up or down, will require more significant adjustments to a Fund's portfolio. Because of this, it is unlikely that a Fund will be perfectly exposed at the end of each day, and the likelihood of being materially under- or over -exposed is higher on days when the underlying Reference Asset prices are volatile at or near the close of the trading day. These risks may be particularly acute for certain Funds due to the volatility inherent in their underlying Reference Assets.

Risk of after-market or overnight events impacting the next opening market price.

Global and domestic, political, social or economic events that occur after the end of trading of Fund Shares on domestic Exchanges can have a significant impact on the market price of Fund Shares when the trading of Fund Shares resumes on the following day.

Changes to the Benchmark methodology and the daily rebalancing of a Fund may impact trading in the underlying futures contracts.

Changes to the Benchmark methodology and daily rebalancing may cause a Fund to adjust its portfolio positions. This trading activity will contribute to the trading volume of the underlying futures contracts and may adversely affect the market price of such underlying futures contracts.

The market price of Shares may differ from NAV and may be affected by supply and demand factors independent of the Fund's benchmark.

The intraday performance of Shares traded in the secondary market generally will be different from the performance of a Fund when measured from one NAV calculation -time to the next.

Each Fund seeks to achieve its investment objective even during periods when the performance of the Benchmark is flat or when the Benchmark is moving in a manner that may cause the value of a Fund to decline.

Each Fund is not actively managed by traditional methods ( e.g. , by effecting changes in the composition of a portfolio on the basis of judgments relating to economic, financial and market considerations with a view toward obtaining positive results under all market conditions). Each Fund seeks to remain fully invested at all times in instruments whose value is derived from the value of an underlying asset, rate or benchmark (such asset, rate or benchmark, a "Reference Asset") and include futures contracts, options transactions, swap agreements, forward contracts and similar instruments or transactions and money market instruments that, in combination, provide exposure to the Benchmark consistent with each Fund's investment objective. This is the case even during periods in which the underlying Reference Asset is flat or moving in a manner which causes the value of the Fund to decline. Each Fund can lose money regardless of the performance of its Benchmark, due to the effects of daily rebalancing, volatility, fees, compounding and other factors.

A number of factors may affect a Fund's ability to produce returns that correlate to 3x the returns of its Benchmark.

While each Fund seeks to meet its investment objective, there is no guarantee it will do so. A number of factors may affect each Fund's ability to achieve a high degree of correlation with three times (3x) its Benchmark, and there is no guarantee that a Fund will achieve a high degree of correlation. Factors that may affect a Fund's ability to meet its investment objective include: (1) the Sponsor's ability to purchase and sell Linked Instruments in a manner that correlates to the Fund's objective; (2) an imperfect correlation between the performance of the Linked Instruments held by the Fund and the performance of the Fund's underlying Reference Asset; (3) bid -ask spreads on such Linked Instruments; (4) fees, expenses, transaction costs, financing costs and margin requirements associated with the use of Linked Instruments and commission costs; (5) holding or trading Linked Instruments in a market that has become illiquid or disrupted; (6) the Fund's Share prices being rounded to the nearest cent and/or valuation methodologies; (7) changes to the Fund's Benchmark that are not disseminated in advance; (8) the need to conform the Fund's portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (9) early and unanticipated closings of the markets on which the holdings of the Fund trade, resulting in the inability of the Fund to execute intended portfolio transactions; (10) accounting standards; (11) differences caused by the Fund obtaining exposure to only a representative sample of the components of the Benchmark, overweighting or underweighting certain components of the Benchmark or obtaining exposure to assets that are not included in the Benchmark; (12) the inability of the Fund to fully invest cash received in exchange for Creation Unit purchases, resulting in cash drag; and (13) disruptions or illiquidity in the futures markets for the Fund's underlying Reference Asset. Any of these factors could decrease correlation between the performance of a Fund and its Benchmark and may hinder the Fund's ability to meet its daily investment objective. Failure to achieve a high degree of correlation may prevent the Fund from achieving its investment objective, and the percentage change of the Fund's NAV each day may differ, perhaps significantly in amount, and possibly even direction, from its stated multiple (3x) times the return of its Benchmark on a given day.

Being materially under- or overexposed to a Fund's Benchmark may prevent a Fund from achieving a high degree of correlation with its Benchmark. Market disruptions or closures, large movements of assets into or out of a Fund, large rebalances, regulatory restrictions, or market volatility and other factors will adversely affect the Fund's ability to maintain a high degree of correlation.

Possible illiquid markets may cause or exacerbate losses.

Linked Instruments cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. Market disruptions or volatility can also make it difficult to liquidate a position or find a swap counterparty at a reasonable cost.

Market illiquidity may cause losses for a Fund. The large size of the positions which a Fund may acquire increases the risk of illiquidity by both making their positions more difficult to liquidate and increasing the losses incurred while trying to do so. Any type of disruption or illiquidity will potentially be exacerbated due to the fact that a Fund will typically invest in Linked Instruments related to a single benchmark, which in many cases is highly concentrated. Limits imposed by counterparties, exchanges or other regulatory organizations, such as accountability levels, position limits and daily price fluctuation limits, may contribute to a lack of liquidity with respect to some Linked Instruments.

Fees are charged regardless of a Fund's returns and may result in depletion of assets.

Each Fund is subject to the fees and expenses described herein which are payable irrespective of the Fund's returns, as well as the effects of commissions, trading spreads, and embedded financing, borrowing costs and fees associated with swaps, futures contracts, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality, short -term fixed -income or similar securities. These fees and expenses have a negative impact on Fund returns.

Calculation of a Benchmark may not be possible or feasible under certain events or circumstances that are beyond the reasonable control of the Sponsor, which in turn may adversely impact both the Benchmark and/or the Shares, as applicable. Additionally, Benchmark calculations may be disrupted by rollover disruptions, rebalancing disruptions and/or market emergencies, which may have an adverse effect on the value of the Shares.

A counterparty's failure to perform its obligations under derivative contracts could result in losses to the Fund and investors.

The Funds may use derivatives such as swap agreements and options (collectively referred to herein as "derivatives") in the manner described herein as a means to achieve their investment objectives. The use of derivatives by the Funds exposes them to counterparty risks.

Regulatory Treatment

Derivatives are generally traded in over -the-counter ("OTC") markets and have only recently become subject to comprehensive regulation in the United States. Cash -settled forwards are generally regulated as "swaps", whereas physically settled forwards are generally not subject to regulation or subject to the federal securities laws (in the case of securities).

Title VII of the Dodd -Frank Wall Street Reform and Consumer Protection Act (the "Dodd -Frank Act") ("Title VII") created a regulatory regime for derivatives, with the Commodity Futures Trading Commission (the "CFTC") responsible for the regulation of swaps and the SEC responsible for the regulation of "security -based swaps." The SEC requirements have largely yet to be made effective, but the CFTC requirements are largely in place. The CFTC requirements have included rules for some of the types of transactions in which the Funds will engage, including mandatory clearing and exchange trading for certain categories of swaps, reporting, and margin for uncleared swaps. Title VII also created new categories of regulated market participants, such as "swap dealers," "security -based swap dealers," "major swap participants," and "major security -based swap participants" who are, or will be, subject to significant new capital, registration, recordkeeping, reporting, disclosure, business conduct and other regulatory requirements. The regulatory requirements under Title VII continue to be developed and there may be further modifications that could impact materially and adversely the Funds, the markets in which the Funds trade and the counterparties with which the Funds engage in transactions.

As noted, the CFTC rules do not apply to all of the physically settled forward contracts entered into by the Funds. Investors, therefore, may not receive the protection of CFTC regulation or the statutory scheme of the Commodity Exchange Act ("CEA") in connection with the Funds' physically settled forward contracts. The lack of regulation in these markets could expose investors to significant losses under certain circumstances, including in the event of trading abuses or financial failure by participants.

Counterparty Credit Risk

Each Fund will be subject to the credit risk of the counterparties to derivatives. In the case of cleared derivatives, each Fund will have credit risk to the clearing corporation in a similar manner as each Fund would for futures contracts. In the case of uncleared derivatives, each Fund will be subject to the credit risk of the counterparty to the transaction — typically a single bank or financial institution. As a result, each Fund is subject to increased credit risk with respect to the amount it expects to receive from counterparties to uncleared derivatives entered into as part of the Fund's principal investment strategy. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, a Fund could suffer significant losses on these contracts and the value of an investor's investment in the Fund may decline.

Each Fund generally requires that the counterparties for the Fund agree to post collateral for the benefit of the Fund, marked to market daily, subject to certain minimum thresholds. To the extent any such collateral is insufficient or there are delays in accessing the collateral, each Fund will be exposed to counterparty risk as described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. Each Fund typically enters into transactions only with major, global financial institutions.

OTC derivatives of the type that may be utilized by each Fund are generally less liquid than futures contracts because they are not traded on an exchange, do not have uniform terms and conditions, and are generally entered into based upon the creditworthiness of the parties and the availability of credit support, such as collateral, and in general, are not transferable without the consent of the counterparty. These agreements contain various conditions, events of default, termination events, covenants and representations. The triggering of certain events or the default on certain terms of the agreement could allow a party to terminate a transaction under the agreement and request immediate payment in an amount equal to the net positions owed to the party under the agreement. For example, if the level of each Fund's Benchmark has a dramatic intraday move that would cause a material decline in the Fund's NAV, the terms of the swap may permit the counterparty to immediately close out the transaction with the Fund. In that event, it may not be possible for a Fund to enter into another swap or to invest in other Linked Instruments necessary to achieve the desired exposure consistent with the Fund's objective. This, in turn, may prevent a Fund from achieving its investment objective, particularly if the level of the Fund's Benchmark reverses all or part of its intraday move by the end of the day.

In addition, cleared derivatives benefit from daily marking -to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. To the extent a Fund enters into cleared swap transactions, the Fund will deposit collateral with a Futures Commission Merchant ("FCM") in cleared swaps customer accounts, which are required by CFTC regulations to be separate from its proprietary collateral posted for cleared swaps transactions. Cleared swap customer collateral is subject to regulations that closely parallel the regulations governing customer segregated funds for futures transactions (described above) but provide certain additional protections to cleared swaps collateral in the event of a clearing broker or clearing broker customer default. For example, in the event of a default of both the clearing broker and a customer of the clearing broker, a clearing house is only permitted to access the cleared swaps collateral in the legally separate (but operationally comingled) account of the defaulting cleared swap customer of the clearing broker, as opposed to the treatment of customer segregated funds, under which the clearing house may access all of the commingled customer segregated funds of a defaulting clearing broker. Uncleared derivatives entered into directly between two counterparties do not necessarily benefit from such protections, particularly if entered into with an entity that is not registered as a "swap dealer" with the CFTC. This exposes a Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss.

Each counterparty and/or any of its affiliates may be an Authorized Participant or shareholder of a Fund, subject to applicable law.

The counterparty risk for cleared derivatives transactions is generally lower than for uncleared OTC derivatives. Once a transaction is cleared, the clearing organization is substituted and is a Fund's counterparty on the derivative. The clearing organization guarantees the performance of the other side of the derivative. Nevertheless, some risk remains, as there is no assurance that the clearing organization, or its members, will satisfy its obligations to a Fund.

Options investments involve unique risks including the potential loss of the entire premium paid, limited time to exercise, and the possibility that options may expire worthless.

Transactions in options generally require less capital than equivalent stock transactions. They may return smaller dollar figures but a potentially greater percentage of the investment than equivalent stock transactions.

The potential profit is limited to the premium received for the contract. The potential loss is often unlimited. While leverage means the percentage returns can be significant, the amount of cash required is smaller than equivalent stock transactions. It is possible to lose the entire principal invested, and sometimes more. As an options holder, a Fund risks the entire amount of the premium it pays. But as an options writer, it takes on a much higher level of risk. For example, if the Fund writes an uncovered call, it faces unlimited potential loss, since there is no cap on how high a stock price can rise. When buying options, a Fund risks losing the premium paid, plus commissions and fees.

The Sponsor may change a Fund's investment objective, Benchmark, or strategies at any time.

The Sponsor has the authority to change each Fund's investment objective, Benchmark or investment strategy at any time without shareholder approval. Although such changes may be subject to applicable regulatory approvals, the Sponsor may determine to operate a Fund in accordance with its new investment objective, Benchmark or strategy while those approvals are pending. Changes in the Fund's investment objective, Benchmark or strategy, may occur without shareholder approval and with limited advance notice to shareholders and may expose shareholders to losses on their investments in a Fund.

A change to the investment objective, Benchmark or strategies or the liquidation of the Fund could occur at a time that is disadvantageous to shareholders.

Each Fund may be liquidated at any time, including a time that is disadvantageous to shareholders.

The Sponsor has the authority to liquidate a Fund at any time without shareholder approval. There is also the risk that a Fund will liquidate shortly after it has suffered sudden and substantial losses as a result of volatile markets. Liquidation of a Fund may occur without shareholder approval and with limited advance notice to shareholders and may expose shareholders to losses on their investments in the Fund. Liquidation of a Fund could occur at a time that is disadvantageous to shareholders. When a Fund's assets are sold as part of the Fund's liquidation, the resulting proceeds distributed to shareholders may be less than those that may be realized in a sale outside of a liquidation context.

Each Fund uses investment techniques that may be considered aggressive.

Some investment techniques of a Fund, such as its use of Linked Instruments, may be considered aggressive. Risks associated with Linked Instruments include potentially dramatic price changes (losses) in the value of the instruments and imperfect correlations between the price of the contract and the underlying Reference Asset. The use of Linked Instruments may increase the volatility of a Fund and may involve a small investment of cash relative to the magnitude of the risk assumed.

Historical correlation trends between a Fund's Benchmark and other asset classes may not continue or may reverse, limiting or eliminating any potential diversification or other benefit from owning a Fund.

To the extent that an investor purchases a Fund seeking diversification benefits based on the historic correlation (whether positive or negative) between the Fund or its Benchmark and other asset classes, such historic correlation may not continue or may reverse itself. In this circumstance, the diversification or other benefits sought may be limited or non -existent . The diversification or other benefits sought by an investor in a Fund may also become limited or cease to exist if the Sponsor determines to change a Fund's Benchmark or otherwise modify the Fund's investment objective or strategy.

The lack of active trading markets for the Shares may result in losses upon the sale or disposition of such Shares.

Although the Shares are publicly listed and traded on the Exchange, there can be no guarantee that an active trading market for the Shares will develop or be maintained. If investors need to sell their Shares at a time when an active market for such Shares does not exist, the price investors receive for their Shares, assuming that investors are able to sell them at all, likely will be lower than the price that investors would receive if an active market did exist.

Investors may be adversely affected by redemption or creation orders that are subject to postponement, suspension or rejection under certain circumstances.

A Fund may, in its discretion, suspend the right of creation or redemption or may postpone the redemption or purchase settlement date, for (1) any period during which the Exchange or any other exchange, marketplace or trading center, deemed to affect the normal operations of the Fund, is closed, or when trading is restricted or suspended on such exchanges in the Fund's futures contracts, (2) any period during which an emergency exists as a result of which the fulfillment of a purchase order or the redemption distribution is not reasonably practicable, or (3) such other period as the Sponsor determines to be necessary for the protection of the shareholders of the Fund. In addition, a Fund will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely affect the value of the Authorized Participant's redemption proceeds if the NAV of the Fund declines during the period of delay. A Fund disclaims any liability for any loss or damage that may result from any such suspension or postponement. Suspension of creation privileges may adversely impact how the Shares are traded and arbitraged on the secondary market, which could cause them to trade at levels materially different (premiums and discounts) from the fair value of their underlying holdings.

The NAV per Share may not correspond to the market price per Share.

The NAV per Share of a Fund changes as fluctuations occur in the market value of the Fund's portfolio. Investors should be aware that the public trading price per Share of a Fund may be different from the NAV per Share of the Fund ( i.e. , the secondary market price may trade at a premium or discount to NAV). The price at which an investor may be able to sell Shares at any time, especially in times of market volatility, may be significantly less than the NAV per Share of a Fund at the time of sale. Consequently, an Authorized Participant may be able to create or redeem a Creation Unit of a Fund at a discount or a premium to the public trading price per Share of a Fund.

Authorized Participants or their customers may have an opportunity to realize a profit if they can purchase a Creation Unit at a discount to the public trading price of the Shares of a Fund or can redeem a Creation Unit at a premium over the public trading price of the Shares of the Fund. The Sponsor expects that the exploitation of such arbitrage opportunities by Authorized Participants and their clients and customers will tend to cause the public trading price to track the NAV per Share of a Fund closely over time.

Investors who purchase Shares in the secondary market and pay a premium purchase price over a Fund's intraday indicative value ("IIV"), which is also known as the indicative optimized portfolio value, could incur significant losses in the event such investor sells the Fund Shares at a time when such premium is no longer present in the marketplace.

Also, the NAV of a Share may not correspond to its market price due to differences in timing. NAV calculation times vary by Fund; see the section entitled "Creation and Redemption Transactions" for each Fund's NAV calculation time. The Shares of a Fund trade on the Exchange during the hours the Exchange is open for trading, typically from 9:30 a.m. to 4:00 p.m. (Eastern Time).

Early NAV calculation times for certain Funds may result in wider trading spreads and premiums or discounts to NAV during trading hours after the NAV is calculated.

Certain Funds, including 3x Gold ETF, 3x Silver ETF, 3x Crude Oil ETF and 3x Natural Gas ETF, calculate their NAV based on the settlement prices of their underlying futures contracts, which are determined before the close of regular trading on the Exchange. For example, gold and silver futures on COMEX settle at approximately 1:30 p.m. and 1:25 p.m. (Eastern Time), respectively, and crude oil and natural gas futures on NYMEX settle at 2:30 p.m. (Eastern Time). However, Shares of the Funds continue to trade on the Exchange until 4:00 p.m. (Eastern Time). As a result, during the period between the determination of the NAV and the close of trading on the Exchange, trading spreads and the resulting premium or discount on Shares may widen, and the difference between the price of Shares and the NAV of Shares may increase. This could result in investors who purchase Shares after the NAV is calculated paying a premium over NAV, or investors who sell Shares after the NAV is calculated receiving less than NAV. During this period, liquidity in the underlying futures markets may also be reduced, which may further affect the market price of Shares. Additionally, because the IIV is calculated using settlement prices that do not change after the futures markets close, the IIV disseminated during this period may not accurately reflect the true intraday value of the Fund's holdings. Investors should be aware that the NAV calculation times for each Fund are set forth in the section entitled "Creation and Redemption Transactions" and should consider these timing differences when making investment decisions.

Investors may be adversely affected by an overstatement or understatement of a Fund's NAV due to the valuation method employed or errors in the NAV calculation.

Under normal circumstances, the NAV of a Fund reflects the value of the Linked Instruments held by the Fund, as of the time the NAV is calculated. The NAV includes, in part, any unrealized profits or losses on open Linked Instrument positions. In calculating the NAV of a Fund, futures contracts are generally valued at their daily settlement prices on the applicable exchange. In certain circumstances (e.g., if the Sponsor believes market quotations do not accurately reflect fair value of an investment, or a trading halt closes an exchange or market early), the Sponsor may, in its sole discretion, choose to determine a fair value price as the basis for determining the market value of such position for such day. The fair value of an investment determined by the Sponsor may be different from other value determinations of the same investment. Such fair value prices generally would be determined based on available inputs about the current value of the underlying Reference Assets and would be based on principles that the Sponsor deems fair and equitable. Errors in calculation of a Fund's NAV also may cause the Fund NAV to be overstated or understated and may affect the performance of the Fund and the value of an investment in the Shares.

Competing claims of intellectual property rights may adversely affect a Fund and an investment in the Shares.

The Sponsor believes that it has properly licensed or obtained the appropriate consent of all necessary parties with respect to intellectual property rights. However, other third parties could allege ownership as to such rights and may bring legal action asserting their claims. The expenses in litigating, negotiating, cross -licensing or otherwise settling such claims may adversely affect a Fund. Additionally, as a result of such action, a Fund could potentially change its investment objective, strategies or benchmark. Each of these factors could have a negative impact on the performance of a Fund.

Authorized Participants with large holdings in a Fund are able to effect transactions which could adversely affect an investment in the Shares.

In the event that one or more Authorized Participants which have substantial interests in the Shares withdraw from participation, the liquidity of the Shares will likely decrease, which could adversely affect the market price of the Shares and result in investors incurring a loss on their investment.

Shareholders that are not Authorized Participants may only purchase or sell their Shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely affect investors' investment in the Shares.

Only Authorized Participants may create or redeem Creation Units. All other investors that desire to purchase or sell Shares must do so through the Exchange or in other markets, if any, in which the Shares may be traded. Shares may trade at a premium or discount to NAV per Share or the IIV.

The Exchange may halt trading in the Shares of a Fund, which would adversely impact investors' ability to sell Shares.

Trading in Shares of a Fund may be halted by the Exchange due to market conditions or for other reasons in accordance with applicable Exchange rules and procedures. In addition, trading in Shares is subject to trading halts caused by market volatility pursuant to "circuit breaker" rules that require trading to be halted for a specified period based on a specified decline or rise in a market index ( e.g. , the Dow Jones Industrial Average) or in the price of a Fund's Shares. There can be no assurance that the requirements necessary to maintain the listing of the Shares of a Fund will continue to be met or will remain unchanged.

The value of the Shares will be adversely affected because a Fund is required to indemnify Wilmington Trust, National Association (the "Trustee") and/or the Sponsor.

Under the Trust Agreement of VS Trust, as amended and restated from time to time, among the Trustee, the Sponsor, and the holders of Shares (the "Trust Agreement"), the Trustee and the Sponsor each has the right to be indemnified for any liability or expense incurred without gross negligence or willful misconduct. That means the Sponsor may require the assets of a Fund to be sold in order to cover losses or liability suffered by it or by the Trustee. Any such sale would decrease the value of an investment in a Fund.

Although the Shares are limited liability investments, certain circumstances, such as the bankruptcy of a Fund, could increase a shareholder's liability.

The Shares are limited liability investments; investors may not lose more than the amount that they invest plus any gains or income recognized on their investment. However, shareholders could be required, as a matter of bankruptcy law, to return to the estate of a Fund any distribution they received at a time when the Fund was in fact insolvent or in violation of the Trust Agreement.

and 372 more changes in the filing

MD&A 143 changes

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The projected twelve month breakeven analysis for the Funds is set forth in the Breakeven Tables below. For purposes of calculating the amounts in the Breakeven Tables for the Funds, the analysis assumes that the constant NAV is equal to the amount shown. This amount is the expected NAV of the Shares on the first day of the Funds' operations.

Dollar Amount and Percentage of Expenses

Selling price per share

Brokerage commissions and fees (2)

Variable create/redeem fees (3)

Total fees and expenses

Amount of trading income required for the NAV at the end of one year to equal the initial selling price per share (12-Month breakeven) (6) % 3x Silver ETF (3x Silver ETF) Expenses (1) $ % Selling price per share Management fee % Brokerage commissions and fees (2) % Variable create/redeem fees (3) % Other expenses (4) % Total fees and expenses % Interest income (5) % Amount of trading income required for the NAV at the end of one year to equal the initial selling price per share (12-Month breakeven) (6) % 3x Bitcoin ETF (3x Bitcoin ETF) Expenses (1) $ % Selling price per share Management fee % Brokerage commissions and fees (2) % Variable create/redeem fees (3) % Other expenses (4) % Total fees and expenses % Interest income (5) % Amount of trading income required for the NAV at the end of one year to equal the initial selling price per share (12-Month breakeven) (6) % 3x Ether ETF (3x Ether ETF) Expenses (1) $ % Selling price per share Management fee % Brokerage commissions and fees (2) % Variable create/redeem fees (3) % Other expenses (4) % Total fees and expenses % Interest income (5) % Amount of trading income required for the NAV at the end of one year to equal the initial selling price per share (12-Month breakeven) (6) % 3x Crude Oil ETF (3x Crude Oil ETF) Expenses (1) $ % Selling price per share Management fee % Brokerage commissions and fees (2) % Variable create/redeem fees (3) % Other expenses (4) % Total fees and expenses % Interest income (5) % Amount of trading income required for the NAV at the end of one year to equal the initial selling price per share (12-Month breakeven) (6) % 3x Natural Gas ETF (3x Natural Gas ETF) Expenses (1) $ % Selling price per share Management fee % Brokerage commissions and fees (2) % Variable create/redeem fees (3) % Other expenses (4) % Total fees and expenses % Interest income (5) % Amount of trading income required for the NAV at the end of one year to equal the initial selling price per share (12-Month breakeven) (6) % ____________ (1) The breakeven analysis set forth in this table assumes that the Shares have a constant NAV equal to the amount shown. This NAV approximates the NAV of such Shares as of [ ], 2026, rounded to the nearest $5. The actual NAV of the Fund differs and is likely to change on a daily basis. The numbers provided in this chart have been rounded to the nearest 0.01. The breakeven analysis reflects all fees and expenses, including estimated rebalancing expenses that are anticipated to be incurred by the Fund during a year of an investor's investment.

(2) The expenses detailed in the table above include the cost of rolling futures positions and daily rebalancing.

(3) Authorized Participants are generally required to pay variable create and redeem fees of up to 0.20% of the value of each order they place. These variable transaction fees offset brokerage commissions incurred by the Fund and are reflected in "Brokerage commissions and fees." Please see "Creation and Redemption of Shares — Creation and Redemption Transaction Fee."

(4) Other Fund Fees and Expenses including: Professional fees (primarily legal, auditing and tax -preparation related costs); Custodian and Administrator fees and expenses, Distribution and Marketing fees (primarily fees paid to the Marketing Agent, costs related to regulatory compliance activities and other costs related to the trading activities of the Fund); Business Permits and Licenses; General and Administrative expenses (primarily insurance and printing), and Other Expenses. The expenses presented are based on actual expenses experienced by each Fund for the current fiscal year, and do not represent the maximum amounts payable under the contracts with third -party service providers. The per -share cost of these fixed or estimated fees has been calculated assuming the AUM levels of each Fund at [ ], 2026.

(5) Based on applying the average three month Treasury Bill rate at [ ], 2026.

(6) The breakeven amount reflected in the Breakeven Table does not reflect brokerage commissions or transaction fees paid by individual investors who purchased Fund shares in the secondary market or Authorized Participants when creating or redeeming a Creation Unit.

Each Fund pays the Sponsor a management fee (the "Management Fee"), monthly in arrears, in an amount equal to a percentage per annum of its average daily net assets as set forth below:

3x Gold ETF pays a Management Fee equal to [ ] % per annum of its average daily net assets.

3x Silver ETF pays a Management Fee equal to [ ] % per annum of its average daily net assets.

3x Bitcoin ETF pays a Management Fee equal to [ ] % per annum of its average daily net assets.

3x Ether ETF pays a Management Fee equal to [ ] % per annum of its average daily net assets.

3x Crude Oil ETF pays a Management Fee equal to [ ] % per annum of its average daily net assets.

3x Natural Gas ETF pays a Management Fee equal to [ ] % per annum of its average daily net assets.

"Average daily net assets" is calculated by dividing the month -end net assets of each Fund by the number of calendar days in such month.

No other Management Fee is paid by the Funds. The Management Fee is paid in consideration of the Sponsor's trading advisory services and the other services provided to the Fund that the Sponsor pays directly.

Data Licensing and Benchmark Calculation Fees

Each Fund pays fees for futures data from CME Group (which includes COMEX and NYMEX) and other applicable data providers. These fees cover data relating to the futures contracts used to calculate each Fund's Benchmark. Specifically, 3x Gold ETF and 3x Silver ETF pay fees for COMEX gold and silver futures data, respectively; 3x Bitcoin ETF and 3x Ether ETF pay fees for CME bitcoin and ether futures data, respectively; and 3x Crude Oil ETF and 3x Natural Gas ETF pay fees for NYMEX crude oil and natural gas futures data, respectively.

Each Fund's Benchmark is calculated internally by the Sponsor based on the methodology described in this Prospectus. The Funds may also pay fees for the use of third -party licensor trademarks and other intellectual property rights associated with the futures contracts and related data used in connection with the Funds' investment strategies.

Recurring and Non-Recurring Fees and Expenses

Each Fund pays all of its fees and expenses, including recurring, non -recurring , routine and unusual fees and expenses.

Retail investors may purchase and sell Shares through traditional brokerage accounts. Investors are expected to be charged a customary commission by their brokers in connection with purchases of Shares that will vary from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. 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.

Brokerage Commissions and Fees

Each Fund pays all of its respective brokerage commissions, including applicable exchange fees, NFA fees and give -up fees, pit brokerage fees and other transaction related fees and expenses charged in connection with trading activities for the Fund's investments in CFTC regulated investments. On average, total charges paid to FCMs are expected to be less than $[7.00] per round -turn trade, although brokerage commissions and trading fees are determined on a contract -by -contract basis. Each Fund bears other transaction costs including the effects of trading spreads and financing costs/fees, if any, associated with the use of Linked Instruments, and costs relating to the purchase of U.S. Treasury securities or similar high credit quality short -term fixed -income or similar securities (such as shares of money market funds).

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal (and certain state and local) income tax considerations associated with the purchase, ownership and disposition of Shares as of the date hereof by U.S. Shareholders (as defined below) and non -U .S. Shareholders (as defined below). Except where noted, this discussion deals only with Shares held as capital assets by shareholders who acquired Shares by purchase and does not address special situations, such as those of:

• dealers in securities or commodities;

• financial institutions;

• regulated investment companies;

• real estate investment trusts;

• partnerships and persons in their capacity as partners;

• tax -exempt organizations;

• insurance companies;

• persons holding Shares as a part of a hedging, integrated or conversion transaction or a straddle;

• accrual method taxpayers subject to special tax accounting rules as a result of their use of financial statements;

• traders in securities that elect to use a mark -to -market method of accounting for their securities holdings; or • persons liable for alternative minimum tax.

Furthermore, the discussion below is based upon the provisions of the Code, the Regulations, and administrative and judicial interpretations thereof, all as of the date hereof, and such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those described below.

A "U.S. Shareholder" of Shares means a beneficial owner of Shares that is for U.S. federal income tax purposes:

• an individual that is a citizen or resident of the United States;

• a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or • a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of such trust or (2) has a valid election in effect under applicable Regulations to be treated as a U.S. person.

A "non -U .S. Shareholder" of Shares means a beneficial owner of Shares that is for U.S. federal income tax purposes:

• an individual that is a non -resident alien;

• a foreign corporation;

• a foreign estate; or

If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If an investor is a partner of a partnership holding Shares, the Trust urges such investor to consult its own tax advisor.

No statutory, administrative or judicial authority directly addresses the treatment of Shares or instruments similar to Shares for U.S. federal income tax purposes. As a result, the Trust cannot assure investors that the IRS or the courts will agree with the tax consequences described herein. A different treatment from that described below could adversely affect the amount, timing and character of income, gain or loss in respect of an investment in the Shares.

If an investor is considering the purchase of Shares, the Trust urges investors to consult their own tax advisor concerning the particular U.S. federal income tax consequences to investors of the purchase, ownership and disposition of Shares, as well as any consequences to investors arising under the laws of any other taxing jurisdiction .

Under Section 7704 of the Code, unless certain exceptions apply, a publicly traded partnership is generally treated and taxed as a corporation, and not as a partnership, for U.S. federal income tax purposes. A partnership is a publicly traded partnership if (1) interests in the partnership are traded on an established securities market or (2) interests in the partnership are readily tradable on a secondary market or the substantial equivalent thereof. Each Fund is a publicly traded partnership. If 90% or more of the income of a publicly traded partnership during each taxable year consists of "qualifying income" and the partnership is not required to register under the 1940 Act, it will be treated as a partnership, and not as an association or publicly traded partnership taxable as a corporation, for U.S. federal income tax purposes (the "qualifying income exception"). Qualifying income includes dividends, interest, capital gains from the sale or other disposition of stocks and debt instruments and, in the case of a partnership a principal activity of which is the buying and selling of commodities or certain positions with respect to commodities, income and gains derived from certain swap agreements or regulated futures or forward contracts with respect to commodities. Each Fund anticipates that at least 90% of its gross income for each taxable year will constitute qualifying income within the meaning of Section 7704(d) of the Code.

Chapman and Cutler LLP has acted as counsel to the Trust in connection with this registration statement. Under current law and assuming full compliance with the terms of the Trust Agreement (and other relevant documents) and based on factual representations made by the Funds, in the opinion of Chapman and Cutler LLP, each Fund is classified as a partnership for U.S. federal income tax purposes. The factual representations upon which Chapman and Cutler LLP has relied are: (1) each Fund has not elected and will not elect to be treated as a corporation for U.S. federal income tax purposes; and (2) for each taxable year, 90% or more of the Fund's gross income has been and is expected to continue to be qualifying income. Shareholders should be aware that opinions of counsel are not binding on the IRS, and no assurance can be given that the IRS will not challenge the conclusions set forth in such opinion. The Sponsor will use its best efforts to operate a Fund in such manner as is necessary for the Fund to continue to meet the qualifying income exception.

While it is expected that each Fund will operate so that it will qualify to be treated for U.S. federal income tax purposes as a partnership, and not as an association or a publicly traded partnership taxable as a corporation, given the highly complex nature of the rules governing partnerships, the ongoing importance of factual determinations, the lack of direct guidance with respect to the application of tax laws to the activities a Fund is undertaking and the possibility of future changes in the Fund's circumstances, it is possible that the Fund will not so qualify for any particular year. Chapman and Cutler LLP has no obligation to advise the Fund or its shareholders of any subsequent change in the matters stated, represented or assumed, or of any subsequent change in the applicable law. Each Fund's taxation as a partnership depends on the Fund's ability to meet, on a continuing basis, through actual operating results, the qualifying income exception, the compliance of which will not be reviewed by Chapman and Cutler LLP. Accordingly, no assurance can be given that the actual results of the Fund's operations for any taxable year will satisfy the qualifying income exception.

If for any reason a Fund becomes taxable as a corporation for U.S. federal income tax purposes, the Fund's items of income and deduction would not pass through to the Fund's shareholders and shareholders would be treated for U.S. federal income tax purposes as stockholders in a corporation. Each Fund would be required to pay income tax at corporate rates on its net income. Distributions by a Fund to the shareholders would constitute dividend income taxable to such shareholders, to the extent of the Fund's earnings and profits, and the payment of these distributions would not be deductible by the Fund. These consequences would have a material adverse effect on a Fund, the Fund's shareholders and the value of the Shares.

If at the end of any taxable year a Fund fails to meet the qualifying income exception, the Fund may still qualify as a partnership if the Fund is entitled to relief under the Code for an inadvertent termination of partnership status. This relief will be available if (1) the failure is cured within a reasonable time after discovery, (2) the failure is determined by the IRS to be inadvertent, and (3) a Fund agrees to make such adjustments or to pay such amounts as are determined by the IRS. It is not possible to state whether a Fund would be entitled to this relief in any or all circumstances. It also is not clear under the Code whether this relief is available for the Fund's first taxable year as a publicly traded partnership. If this relief provision is not applicable to a particular set of circumstances involving a Fund, it will not qualify as a partnership for U.S. federal income tax purposes. Even if this relief provision applies and a Fund retains its partnership qualification, the Fund or its shareholders (during the failure period) will be required to pay such amounts as determined by the IRS.

The remainder of this discussion assumes that a Fund qualifies to be taxed as a partnership for U.S. federal income tax purposes.

Treatment of Fund Income

A partnership generally does not incur U.S. federal income tax liability. Instead, each partner of a partnership is required to take into account its share of items of income, gain, loss, deduction and other items of the partnership. Accordingly, each shareholder in a Fund is required to include in income its allocable share of the Fund's income, gain, loss, deduction and other items for the Fund's taxable year ending with or within its taxable year. In computing a partner's U.S. federal income tax liability, such items must be included, regardless of whether cash distributions are made by the partnership. Thus, shareholders in a Fund may be required to take into account taxable income without a corresponding current receipt of cash if the Fund generates taxable income but does not make cash distributions in an amount equal to, or if the shareholder is not able to deduct, in whole or in part, such shareholder's allocable share of the Fund's expenses or capital losses. Each Fund's taxable year ends on December 31 unless otherwise required by law. The Fund uses the accrual method of accounting.

Shareholders must take into account their share of ordinary income realized by the Fund's investments, including from accruals of interest on the U.S. Treasury securities or other cash and cash equivalents held in the Fund's portfolio. The Fund may hold U.S. Treasury securities or other debt instruments with "acquisition discount" or "original issue discount," in which case shareholders in the Fund are required to include accrued amounts in taxable income on a current basis even though receipt of those amounts may occur in a subsequent year. A Fund may also acquire U.S. Treasury securities with "market discount." Upon disposition of such obligations, gain would generally be required to be treated as interest income to the extent of the market discount, and shareholders in the Fund would be required to include as ordinary income their share of such market discount that accrued during the period the obligations were held by the Fund. Income or loss from transactions involving certain derivative instruments, such as periodic and certain non -periodic payments in swap transactions, will also generally constitute ordinary income or loss and may result in recognition of taxable income to a U.S. Shareholder on a current basis even though receipt of those amounts may occur in a subsequent year.

The character and timing of income that a Fund earns from the positions in its investment strategy depends on the particular U.S. federal income tax treatment of each such position. The U.S. federal income tax treatment of certain positions is not always clear, and the IRS and the U.S. Congress ("Congress") sometimes take steps which change the manner in which certain positions are taxed. For example, the IRS has issued guidance indicating that a position that certain taxpayers were previously accounting for as prepaid forward contracts for U.S. federal income tax purposes should, instead, be accounted for under the U.S. federal income tax rules for non -dollar denominated debt instruments. The IRS has also released a Notice (the "IRS Notice") seeking comments from practitioners about the application of U.S. federal income tax rules to certain derivative positions, including derivative positions in commodities. The IRS Notice asks for comments about, among other questions, when investors in these positions should have income, the character of income and gain or loss from these positions and whether the U.S. federal "constructive ownership" rules should apply to these positions. It is not possible to predict what changes, if any, will be adopted or when any such changes would take effect. However, any such changes could affect the amount, timing and character of income, gain and loss in respect of a Fund's investments, possibly with retroactive effect. As a Fund passes through its items of income, gain and loss to shareholders, any change in the manner in which a Fund accounts for these items could have an adverse impact on the shareholders of the Fund.

The Code generally applies a "mark -to -market " system of taxing unrealized gains and losses on, and otherwise provides for special rules of taxation with respect to, Section 1256 Contracts (as defined herein). A Section 1256 Contract includes certain regulated futures contracts, certain non -equity options and certain non -U .S. currency forward contracts. The Sponsor expects substantially all of a Fund's futures contracts and foreign currency forward contracts to qualify as Section 1256 Contracts. Swap agreements and non -currency forward contracts are generally not Section 1256 Contracts. Section 1256 Contracts held by a Fund at the end of a taxable year of the Fund will be treated for U.S. federal income tax purposes as if they were sold by the Fund at its fair market value on the last Business Day of the taxable year. The net gain or loss, if any, resulting from these deemed sales (known as "marking -to -market "), together with any gain or loss resulting from any actual sales of Section 1256 Contracts (or other termination of a Fund's obligations under such contracts), must be taken into account by the Fund in computing its taxable income for the year. If a Section 1256 Contract held by the Fund at the end of a taxable year is sold in the following year, the amount of any gain or loss realized on the sale will be adjusted to reflect the gain or loss previously taken into account under the mark -to -market rules.

Capital gains and losses from Section 1256 Contracts generally are characterized as short -term capital gains or losses to the extent of 40% of the gains or losses and as short -term capital gains or losses to the extent of 60% of the gains or losses. Shareholders of a Fund will generally take into account their pro rata share of the short -term capital gains and losses and short -term capital gains and losses from Section 1256 Contracts held by a Fund. If a non -corporate taxpayer incurs a net capital loss for a year, the portion of the loss, if any, which consists of a net loss on Section 1256 Contracts may, at the election of the taxpayer, be carried back three years. A loss carried back to a year by a non -corporate taxpayer may be deducted only to the extent (1) the loss does not exceed the net gain on Section 1256 Contracts for the year and (2) the allowance of the carryback does not increase or produce a net operating loss for the year. Due to a Fund's investment strategy, it is also likely that a significant portion of any capital gain or loss realized by the Fund with respect to non -Section 1256 Contracts will be short -term .

Allocation of a Fund's Gains and Losses

For U.S. federal income tax purposes, a shareholder's distributive share of a Fund's income, gain, loss, deduction and other items is determined by the Trust Agreement, unless an allocation under the agreement does not have "substantial economic effect," in which case the allocations will be determined in accordance with the "partners' interests in the partnership." Subject to the discussions below under "— Monthly Allocation and Revaluation Conventions" and "— Section 754 Election," the allocations pursuant to the Trust Agreement should be considered to have substantial economic effect or deemed to be made in accordance with the partners' interests in the partnership.

If the allocations provided by the Trust Agreement were successfully challenged by the IRS, the amount of income or loss allocated to shareholders for U.S. federal income tax purposes under the agreement could be increased or reduced, or the character of the income or loss could be modified.

As described in more detail below, the U.S. tax rules that apply to partnerships are complex and their application is not always clear. Additionally, the rules generally were not written for, and in some respects are difficult to apply to, publicly traded partnerships. Each Fund applies certain assumptions and conventions intended to comply with the intent of the rules and to report income, gain, deduction, loss and credit to shareholders in a manner that reflects the economic gains and losses, but these assumptions and conventions may not comply with all aspects of the applicable Regulations. It is possible, therefore, that the IRS will successfully assert that assumptions made and/or conventions used do not satisfy the technical requirements of the Code or the Regulations and will require that tax items be adjusted or reallocated in a manner that could adversely impact an investor.

Monthly Allocation and Revaluation Conventions

In general, a Fund's taxable income and losses are determined monthly and are apportioned among the shareholders of the Fund in proportion to the number of Shares treated as owned by each of them as of the close of the last trading day of the preceding month; provided , however , such items for the period beginning on the closing date and ending on the last day of the month in which the option closing date or the expiration of the over -allotment option occurs shall be allocated to the shareholders as of the opening of the Exchange on the first Business Day of the next succeeding month. By investing in Shares, a U.S. Shareholder agrees that, in the absence of an administrative determination or judicial ruling to the contrary, it will report income and loss under the monthly allocation and revaluation conventions described below, except for the period beginning on the closing date and ending on the last day of the month in which the option closing date or the expiration of the over -allotment option occurs, in which case the allocation shall take place as described above.

Under the monthly allocation convention, whoever is treated for U.S. federal income tax purposes as holding Shares as of the close of the last trading day of the preceding month will be treated as continuing to hold the Shares until immediately before the close of the last trading day of the following month. For the initial month of a Fund's operations, the shareholders at the close of trading at month -end received that month's allocation. As a result, a holder who has disposed of Shares prior to the close of the last trading day of a month may be allocated income, gain, loss and deduction realized after the date of transfer.

The Code generally requires that items of partnership income and deductions be allocated between transferors and transferees of partnership interests on a daily basis. It is possible that transfers of Shares could be considered to occur for U.S. federal income tax purposes when the transfer is completed without regard to the Fund's monthly convention for allocating income and deductions. If this were to occur, a Fund's allocation method might be deemed to violate that requirement.

In addition, for any month in which a creation or redemption of Shares takes place, a Fund generally credits or debits, respectively, the "book" capital accounts of the holders of existing Shares with any unrealized gain or loss in the Fund's assets. This results in the allocation of items of a Fund's income, gain, loss, deduction and credit to existing holders of Shares to account for the difference between the tax basis and fair market value of property owned by the Fund at the time new Shares are issued or old Shares are redeemed, or the reverse section 704(c) allocations. The intended effect of these allocations is to allocate any built -in gain or loss in a Fund's assets at the time of a creation or redemption of Shares to the investors that economically have earned such gain or loss.

As with the other allocations described above, a Fund generally uses a monthly convention for purposes of the reverse section 704(c) allocations. More specifically, a Fund generally credits or debits, respectively, the "book" capital accounts of the holders of existing Shares with any unrealized gain or loss in the Fund's assets based on a calculation utilizing the creation/redemption price of the Fund's Shares during the month in which the creation or redemption transaction takes place, rather than the fair market value of its assets at the time of such creation or redemption (the "revaluation convention"). As a result, it is possible that, for U.S. federal income tax purposes, (1) a purchaser of newly issued Shares will be allocated some or all of the unrealized gain in a Fund's assets at the time it acquires the Shares or (2) a purchaser of newly issued Shares will not be allocated its entire share in the loss in the Fund's assets accruing after the time of such acquisition. Furthermore, the applicable Regulations generally require that the "book" capital accounts will be adjusted based on the fair market value of partnership property on the date of adjustment and do not explicitly allow the adoption of a monthly revaluation convention. The Sponsor, in an attempt to eliminate book -tax disparities, allocates items of income, gain, or loss for U.S. federal income tax purposes among the shareholders under the principles of the remedial method of Section 1.704 -3 (d) of the Regulations.

The Code and applicable Regulations generally require that items of partnership income and deductions be allocated between transferors and transferees of partnership interests on a daily basis, and that adjustments to "book" capital accounts be made based on the fair market value of partnership property on the date of adjustment. The Code and Regulations do not contemplate monthly allocation or revaluation conventions.

If the IRS does not accept a Fund's monthly allocation or revaluation convention, the IRS may contend that taxable income or losses of the Fund must be reallocated among the shareholders. If such a contention were sustained, the holders' respective tax liabilities would be adjusted to the possible detriment of certain holders. The Sponsor is authorized to revise a Fund's allocation and revaluation methods in order to comply with applicable law or to allocate items of partnership income and deductions in a manner that reflects more accurately the shareholders' interests in the Fund.

Section 754 Election

Each Fund has made the election permitted by Section 754 of the Code. Such an election, once made, is irrevocable without the consent of the IRS. The making of such election by a Fund generally has the effect of requiring a purchaser of Shares in the Fund to adjust, utilizing the lowest closing price during the month, its proportionate share of the basis in the Fund's assets, or the inside basis, pursuant to Section 743(b) of the Code to fair market value (as reflected in the purchase price for the purchaser's Shares), as if it had acquired a direct interest in the Fund's assets. The Section 743(b) adjustment is attributed solely to a purchaser of Shares and is not added to the basis of a Fund's assets associated with all of the other shareholders. Depending on the relationship between a holder's purchase price for Shares and its unadjusted share of a Fund's inside basis at the time of the purchase, the Section 754 election may be either advantageous or disadvantageous to the holder as compared to the amount of gain or loss a holder would be allocated absent the Section 754 election.

and 63 more changes in the filing

Use of proceeds 204 changes

Only Authorized Participants may create or redeem Creation Units. Each Authorized Participant must (1) be a registered broker -dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker -dealer to engage in securities transactions, (2) be a member of a national clearing agency, and (3) have entered into an agreement with the Sponsor (an Authorized Participant Agreement).

CREATION AND REDEMPTION OF SHARES

Each Fund creates and redeems Shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of at least 10,000 Shares. Except when aggregated in Creation Units, the Shares are not redeemable securities.

The manner by which Creation Units are purchased and redeemed is governed by the terms of the Authorized Participant Agreement and Authorized Participant Procedures Handbook, and all such procedures are at the discretion of the Sponsor. By placing a purchase order, an Authorized Participant agrees to deposit cash or Linked Instruments with the Custodian of a Fund (unless as provided otherwise by this Prospectus). Purchases and redemptions made by Authorized Participants primarily in cash rather than through in -kind delivery of Linked Instruments, if not offset by a transaction fee (as described below), may cause a Fund to incur certain costs, including brokerage costs or taxable capital gains or losses, that may decrease the Fund's net asset value.

If permitted by the Sponsor in its sole discretion with respect to a Fund, an Authorized Participant may also agree to enter into or arrange for an exchange of a futures contract for related position ("EFCRP") or block trade with the Fund whereby the Authorized Participant would also transfer to the Fund a number and type of exchange -traded futures contracts at or near the closing settlement price for such contracts on the purchase order date. Similarly, the Sponsor in its sole discretion may agree with an Authorized Participant to use an EFCRP to effect an order to redeem Creation Units.

An EFCRP is a technique permitted by the rules of certain futures exchanges that, as utilized by a Fund in the Sponsor's discretion, would allow the Fund to take a position in a futures contract from an Authorized Participant, or give futures contracts to an Authorized Participant, in the case of a redemption, rather than to enter the futures exchange markets to obtain such a position. An EFCRP by itself will not change either party's net risk position materially. Because the futures position that a Fund would otherwise need to take in order to meet its investment objective can be obtained without unnecessarily impacting the financial or futures markets or their pricing, EFCRPs can generally be viewed as transactions beneficial to the Fund. A block trade is a technique that permits a Fund to obtain a futures position without going through the market auction system and can generally be viewed as a transaction beneficial to the Fund.

Authorized Participants pay a fixed transaction fee of up to $500 in connection with each order to create or redeem a Creation Unit in order to compensate the Administrator, Sub -Administrator , the Custodian and the Transfer Agent of a Fund and its Shares, for services in processing the creation and redemption of Creation Units and to offset the costs of increasing or decreasing derivative positions. Authorized Participants also may pay a variable transaction fee to the Fund of up to 0.20% of the value of the Creation Unit that is purchased or redeemed unless the transaction fee is waived or otherwise adjusted by the Sponsor. The Sponsor provides such Authorized Participant with prompt notice in advance of any such waiver or adjustment of the transaction fee. The Sponsor may waive a fixed or variable transaction fee for any number of reasons, including to maintain similar costs structures as competitive investment vehicles. Authorized Participants may sell the Shares included in the Creation Units they purchase from a Fund to other investors.

The form of Authorized Participant Agreement and the related Authorized Participant Procedures Handbook set forth the procedures for the creation and redemption of Creation Units and for the payment of cash or Linked Instruments required for such creations and redemptions. The Sponsor may delegate its duties and obligations under the form of Authorized Participant Agreement to the Administrator, Sub -Administrator , the Custodian and the Transfer Agent without consent from any shareholder or Authorized Participant. The form of Authorized Participant Agreement, the related procedures attached thereto and the Authorized Participant Procedures Handbook may be amended by the Sponsor without the consent of any shareholder or Authorized Participant. Authorized Participants who purchase Creation Units from a Fund receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Fund, and no such person has any obligation or responsibility to the Sponsor or the Fund to effect any sale or resale of Shares.

Authorized Participants 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, as described in "Plan of Distribution."

Each Authorized Participant must be registered as a broker -dealer under the 1934 Act and regulated by the Financial Industry Regulatory Authority, Inc. ("FINRA"), or exempt from being, or otherwise not required to be, so regulated or registered, and must be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may be regulated under federal and state banking laws and regulations. Each Authorized Participant must have its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

Authorized Participants may act for their own accounts or as agents for broker -dealers , custodians and other securities market participants that wish to create or redeem Creation Units.

Persons interested in purchasing Creation Units should contact the Sponsor or the Administrator to obtain the contact information for the Authorized Participants. Shareholders who are not Authorized Participants are only able to redeem their Shares through an Authorized Participant.

Pursuant to the Authorized Participant Agreement, the Sponsor agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the 1933 Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities.

The following description of the procedures for the creation and redemption of Creation Units is only a summary and an investor should refer to the relevant provisions of the Trust Agreement and the form of Authorized Participant Agreement for more detail. The Trust Agreement and the form of Authorized Participant Agreement are filed as exhibits to the Registration Statement of which this Prospectus is a part.

On any Business Day, an Authorized Participant may place an order with the Marketing Agent to create one or more Creation Units.

Purchase orders must be placed by the following times:

11:30 a.m. (Eastern Time)

11:25 a.m. (Eastern Time)

2:00 p.m. (Eastern Time)

2:00 p.m. (Eastern Time)

12:30 p.m. (Eastern Time)

12:30 p.m. (Eastern Time)

The cut -off time may be earlier if, for example, the Exchange or other exchange material to the valuation or operation of the Fund closes before the cut -off time. If a purchase order is received prior to the applicable cut -off time, the day on which the Marketing Agent receives a valid purchase order is the purchase order date. If the purchase order is received after the applicable cut -off time, the purchase order date will be the next Business Day. Purchase orders are irrevocable. By placing a purchase order, and prior to delivery of such Creation Units, an Authorized Participant's DTC account will be charged the non -refundable transaction fee due for the purchase order.

Determination of Required Payment

The total payment required to create each Creation Unit is the value of the Creation Unit on the purchase order date plus the applicable transaction fees.

Cash required for settlement will typically be transferred to the Custodian through: (1) the Continuous Net Settlement (the "CNS") clearing process of NSCC, as such processes have been enhanced to effect creations and redemptions of Creation Units; or (2) the facilities of DTC on a Delivery Versus Payment ("DVP") basis, which is the procedure in which the buyer's payment for securities is due at the time of delivery. Security delivery and payment are simultaneous. If the Custodian does not receive the cash by the market close on the first Business Day following the purchase order date ("T+1"), such order may be charged interest for delayed settlement or cancelled. The Sponsor reserves the right to extend the deadline for the Custodian to receive the cash required for settlement up to the second Business Day following the purchase order date ("T+2"). In the event a purchase order is cancelled, the Authorized Participant will be responsible for reimbursing a Fund for all costs associated with cancelling the order including costs for repositioning the portfolio. At its sole discretion, the Sponsor may agree to a delivery date other than T+2. Additional fees may apply for special settlement. The Creation Unit will be delivered to the Authorized Participant upon the Custodian's receipt of the purchase amount.

Delivery of Exchange of Futures Contract for Related Position ("EFCRP") Futures Contracts or Block Trades In the event that the Sponsor shall have determined to permit the Authorized Participant to transfer futures contracts pursuant to an EFCRP or to engage in a block trade purchase of futures contracts from the Authorized Participant with respect to a Fund, as well as to deliver cash, in the creation process, futures contracts required for settlement must be transferred directly to the Fund's account at its FCM. If the cash is not received by the market close on the second Business Day following the purchase order date (T+2); such order may be charged interest for delayed settlements or cancelled. In the event a purchase order is cancelled, the Authorized Participant will be responsible for reimbursing a Fund for all costs associated with cancelling the order including costs for repositioning the portfolio. At its sole discretion, the Sponsor may agree to a delivery date other than T+2. The Creation Unit will be delivered to the Authorized Participant upon the Custodian's receipt of the cash purchase amount and the futures contracts.

Suspension or Rejection of Purchase Orders

The Sponsor may, in its discretion, suspend the right to purchase, or postpone the purchase settlement date: (1) for any period during which any of the Exchange, CBOE, CFE, CME (including CBOT and NYMEX) or ICE or other exchange material to the valuation or operation of a Fund is closed or when trading is suspended or restricted on such exchanges in any of the underlying futures contracts; (2) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (3) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

The Sponsor also may reject a purchase order if:

• It determines that the purchase order is not in proper form;

• The Sponsor believes that the purchase order would have adverse tax consequences to the Fund or its shareholders;

• The order would be illegal; or

• Circumstances outside the control of the Sponsor make it, for all practical purposes, not feasible to process creations of Creation Units.

None of the Sponsor, the Administrator, Sub -Administrator or the Custodian will be liable for the suspension or rejection of any purchase order.

Redemption Procedures

The procedures by which an Authorized Participant can redeem one or more Creation Units mirror the procedures for the creation of Creation Units. On any Business Day, an Authorized Participant may place an order with the Marketing Agent to redeem one or more Creation Units. Redemption orders must be received prior to the times set forth in the table below, or earlier if, for example, the Exchange or other exchange material to the valuation or operation of a Fund closes before the cut -off time.

11:30 a.m. (Eastern Time)

11:25 a.m. (Eastern Time)

2:00 p.m. (Eastern Time)

2:00 p.m. (Eastern Time)

12:30 p.m. (Eastern Time)

12:30 p.m. (Eastern Time)

If a redemption order is received prior to the applicable cut -off time, the day on which the Marketing Agent receives a valid redemption order is the redemption order date. If the redemption order is received after the applicable cut -off time, the redemption order date will be the next day. Redemption orders are irrevocable. Individual shareholders may not redeem directly from the Fund.

By placing a redemption order, an Authorized Participant agrees to deliver the Creation Units to be redeemed through DTC's book -entry system to the applicable Fund not later than noon (Eastern Time), on the first Business Day immediately following the redemption order date (T+1). The Sponsor reserves the right to extend the deadline for a Fund to receive the Creation Units required for settlement up to the second Business Day following the redemption order date (T+2). By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized Participant must wire to the Custodian the non -refundable transaction fee due for the redemption order or any proceeds due will be reduced by the amount of the fee payable. At its sole discretion, the Sponsor may agree to a delivery date other than T+2. Additional fees may apply for special settlement.

Upon request of an Authorized Participant made at the time of a redemption order, the Sponsor at its sole discretion may determine, in addition to delivering redemption proceeds, to transfer futures contracts to the Authorized Participant pursuant to an EFCRP or to a block trade sale of futures contracts to the Authorized Participant.

Determination of Redemption Proceeds

The redemption proceeds from a Fund consist of the cash redemption amount and, if permitted by the Sponsor in its sole discretion with respect to the Fund, an EFCRP or block trade with the Fund as described in "— Creation and Redemption of Shares" above. The cash redemption amount is equal to the NAV of the number of Creation Unit(s) of a Fund requested in the Authorized Participant's redemption order as of the time of the calculation of the Fund's NAV on the redemption order date, less transaction fees and any amounts attributable to any applicable EFCRP or block trade.

Delivery of Redemption Proceeds

The redemption proceeds due from a Fund are delivered to the Authorized Participant at noon (Eastern Time), on the second Business Day immediately following the redemption order date if, by such time on such Business Day immediately following the redemption order date, the Fund's DTC account has been credited with the Creation Units to be redeemed. A Fund should be credited through: (1) the CNS clearing process of NSCC, as such processes have been enhanced to effect creations and redemptions of Creation Units; or (2) the facilities of DTC on a DVP basis. If a Fund's DTC account has not been credited with all of the Creation Units to be redeemed by such time, the redemption distribution is delivered to the extent whole Creation Units are received. Any remainder of the redemption distribution is delivered on the next Business Day to the extent any remaining whole Creation Units are received if: (1) the Sponsor receives the fee applicable to the extension of the redemption distribution date which the Sponsor may, from time to time, determine, and (2) the remaining Creation Units to be redeemed are credited to a Fund's DTC account by noon (Eastern Time), on such next Business Day. Any further outstanding amount of the redemption order may be cancelled. The Authorized Participant will be responsible for reimbursing a Fund for all costs associated with cancelling the order including costs for repositioning the portfolio.

The Sponsor is also authorized to deliver the redemption distribution notwithstanding that the Creation Units to be redeemed are not credited to a Fund's DTC account by noon (Eastern Time), on the second Business Day immediately following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Creation Units through DTC's book -entry system on such terms as the Sponsor may determine from time to time.

In the event that the Authorized Participant shall have requested, and the Sponsor shall have determined to permit the Authorized Participant to receive futures contracts pursuant to an EFCRP, as well as the cash redemption proceeds, in the redemption process, futures contracts required for settlement shall be transferred directly from a Fund's account at its FCM to the account of the Authorized Participant at its FCM.

Suspension or Rejection of Redemption Orders

The Sponsor may, in its discretion, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which any of the Exchange, CBOE, CFE, CME (including CBOT and NYMEX) or ICE or other exchange material to the valuation or operation of a Fund is closed or when trading is suspended or restricted on such exchanges in any of the underlying futures contracts; (2) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (3) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

The Sponsor will reject a redemption order if the order is not in proper form as described in the form of Authorized Participant Agreement or if the fulfillment of the order might be unlawful.

Creation and Redemption Transaction Fee

To compensate Foreside Fund Services, LLC for services in processing the creation and redemption of Creation Units and to offset some or all of the transaction costs, an Authorized Participant may be required to pay a fixed transaction fee to Foreside Fund Services, LLC of up to $500 per order to create or redeem Creation Units and may pay a variable transaction fee to a Fund of up to 0.20% of the value of a Creation Unit. An order may include multiple Creation Units. The transaction fee(s) may be reduced, increased or otherwise changed by the Sponsor at its sole discretion.

The Sponsor may allow for early settlement of purchase or redemption orders. Such arrangements may result in additional charges to the Authorized Participant.

There is no material litigation against VS Trust or the Sponsor.

Each FCM is a clearing member of the CBOT, CME, NYMEX, or another major U.S. commodity exchange. From time to time, each FCM (in its capacity as a commodities broker) and its respective principals may be involved in numerous legal actions, some of which individually and all of which in the aggregate, seek significant or indeterminate damages. However, except for the actions described in the section entitled "Futures Commission Merchants — Litigation and Regulatory Disclosure Relating to FCMs" beginning on [page 111], each FCM has advised the Sponsor that during the five years preceding the date of this Prospectus there has been no material administrative, civil, or criminal action against it or any of its respective principals.

Each FCM is a clearing member of the CBOT, CME, NYMEX, or another major U.S. commodity exchange. From time to time, each FCM (in its capacity as a commodities broker) and its respective principals may be involved in numerous legal actions, some of which individually and all of which in the aggregate, seek significant or indeterminate damages. However, except for the actions described in the section entitled " Futures Commission Merchants — Litigation and Regulatory Disclosure Relating to FCMs " beginning on [page 111], each FCM has advised the Sponsor that during the five years preceding the date of this Prospectus there has been no material administrative, civil, or criminal action against it or any of its respective principals.

DESCRIPTION OF THE SHARES; THE FUNDS

The following summary describes in brief the Shares and certain aspects of the operation of the Trust, the Funds, and the respective responsibilities of the Trustee and the Sponsor concerning the Trust and the material terms of the Trust Agreement. Prospective investors should carefully review the Trust Agreement filed as an exhibit to the Registration Statement of which this Prospectus is a part and consult with their own advisors concerning the implications to such prospective investors of investing in a series of a Delaware statutory trust. Capitalized terms used in this section and not otherwise defined shall have such meanings assigned to them under the Trust Agreement.

Description of the Shares

The Funds issue common units of beneficial interest, or Shares, which represent units of fractional undivided beneficial interest in and ownership of the Funds.

The Shares may be purchased from the Funds or redeemed on a continuous basis, but only by Authorized Participants and only in Creation Units. Individual Shares may not be purchased or redeemed from the Funds. Shareholders that are not Authorized Participants may not purchase or redeem any Shares or Creation Units from the Funds.

Principal Office; Location of Records; Fiscal Year

The Trust is organized as a statutory trust under the Delaware Statutory Trust Act ("DSTA"). The Trust is managed by the Sponsor, whose principal office is located at 2000 PGA Boulevard, Suite 4440, Palm Beach Gardens, FL 33408. The telephone number of the Sponsor and the Trust is (866) 261 -0273 .

The books and records of the Fund are maintained as follows: all marketing materials are maintained at the offices of U.S. Bancorp Fund Services, LLC, located at 615 East Michigan Street, Milwaukee, Wisconsin 53202. Creation Unit creation and redemption books and records, certain financial books and records and certain trading and related documents received from FCMs are maintained by U.S. Bank National Association, 1555 N. River Center Dr. Milwaukee, Wisconsin 53212.

Certain Trust books and records are available for inspection and copying (upon payment of reasonable reproduction costs) by Fund shareholders or their representatives for purposes reasonably related to such shareholder's interest as a beneficial owner during regular business hours as provided in the Trust Agreement. The Sponsor will maintain and preserve the Trust's books and records for a period of not less than six years.

The fiscal year of each Fund ends on December 31 of each year.

The Funds are separate series of the Trust. The Trust is formed and operated in a manner such that each Fund is liable only for obligations attributable to that Fund and shareholders of each Fund are not subject to the losses or liabilities of the other Fund, or any other series of the Trust. If any creditor or shareholder in a Fund asserted against the Fund a valid claim with respect to its indebtedness or Shares, the creditor or shareholder would only be able to recover money from that particular Fund and its assets. Accordingly, the debts, liabilities, obligations and expenses, or collectively, claims, incurred, contracted for or otherwise existing solely with respect to the Fund are enforceable only against the assets of the Fund, and not against any other series of the Trust or the Trust generally, or any of their respective assets. The assets of a Fund include only those funds and other assets that are paid to, held by or distributed to the Fund on account of and for the benefit of the Fund, including, without limitation, funds delivered to the Trust for the purchase of Shares or Creation Units in the Fund. This limitation on liability is referred to as the "Inter -Series Limitation on Liability." The Inter -Series Limitation on Liability is expressly provided for under the DSTA, which provides that if certain conditions (as set forth in Section 3804(a)) are met, then the debts of any particular series will be enforceable only against the assets of such series and not against the assets of any other series of the Trust or the Trust generally.

Wilmington Trust, National Association, a national banking association, is the sole Trustee of the Trust. The rights and duties of the Trustee and the Sponsor with respect to the offering of the Shares and Fund management and the shareholders are governed by the provisions of the DSTA and by the Trust Agreement. The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the DSTA. The Trustee does not owe any other duties to the Trust, the Sponsor or the shareholders of the Funds. The Trustee's principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890. The Trustee is unaffiliated with the Sponsor.

The Trustee is permitted to resign upon at least sixty (60) days' notice to the Trust, provided , that any such resignation will not be effective until a successor Trustee is appointed by the Sponsor. The Trustee is compensated by a Fund, as appropriate, and is indemnified by the Fund, as appropriate, against any expenses it incurs relating to or arising out of the formation, operation or termination of the Fund, as appropriate, or the performance of its duties pursuant to the Trust Agreement, except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee. The Sponsor has the discretion to replace the Trustee.

Only the assets of the Trust and the Sponsor are subject to issuer liability under the federal securities laws for the information contained in this Prospectus and under federal securities laws with respect to the issuance and sale of the Shares. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Shares. The Trustee's liability in connection with the issuance and sale of the Shares is limited solely to the express obligations of the Trustee set forth in the Trust Agreement.

Under the Trust Agreement, the Sponsor has exclusive management and control of all aspects of the Trust's business. The Trustee has no duty or liability to supervise the performance of the Sponsor, nor will the Trustee have any liability for the acts or omissions of the Sponsor. The shareholders have no voice in the day -to -day management of the business and operations of a Fund and the Trust, other than certain limited voting rights as set forth in the Trust Agreement. In the course of its management of the business and affairs of a Fund and the Trust, the Sponsor may, in its sole and absolute discretion, appoint an affiliate or affiliates of the Sponsor as additional sponsors and retain such persons, including affiliates of the Sponsor, as it deems necessary to effectuate and carry out the purposes, business and objectives of the Trust.

Because the Trustee has no authority over the Trust's operations, the Trustee itself is not registered in any capacity with the CFTC.

SERVICE PROVIDERS; CERTAIN MATERIAL TERMS OF THE TRUST AGREEMENT

Volatility Shares LLC is the Sponsor of the Trust and the Funds. As noted above, the Sponsor has exclusive management and control of all aspects of the business of the Funds. The Trustee has no duty or liability to supervise the performance of the Sponsor, nor will the Trustee have any liability for the acts or omissions of the Sponsor.

The Sponsor serves as the Trust's commodity pool operator.

and 124 more changes in the filing

Plan of distribution 103 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

and 100 more changes in the filing

Other Expenses of Issuance and Distribution 1 change

6 unchanged paragraphs

and 1 more change in the filing

Indemnification of Directors and Officers 1 change

and 1 more change in the filing

Exhibits 43 changes

1 unchanged paragraph

1 unchanged paragraph

2 unchanged paragraphs

and 43 more changes in the filing