M&A - Listed Funds Trust

Form Type: DEF 14A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000089418925002445

Filing Summary: On April 14, 2025, Listed Funds Trust (LiFT) filed a definitive proxy statement to solicit votes from shareholders for a proposed merger involving the TrueShares Structured Outcome ETFs. The proposal includes an Agreement and Plan of Reorganization to transfer assets and liabilities from the Existing Funds to newly-created series of Elevation Series Trust (EST). Shareholders are to vote on moving these funds to EST, which aims to achieve operational efficiencies, reduce costs, and enhance management effectiveness while maintaining the same investment objectives and strategies. If shareholders approve, their Existing Fund shares will be exchanged for equal value shares in the corresponding New Fund, followed by the complete liquidation of the Existing Funds. The special shareholder meeting is scheduled for May 15, 2025, with shareholders of record from March 31, 2025, eligible to vote. The initiative is driven by TrueMark Investments, LLC, seeking to streamline administration and improve services without increasing costs for shareholders. If not approved, LiFT's board will consider alternative actions regarding the Existing Funds.

Form Type: DEF 14A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000089418925002446

Filing Summary: On April 14, 2025, Listed Funds Trust filed a Definitive Proxy Statement for a Special Meeting of Shareholders scheduled for May 15, 2025. The shareholders will vote on a proposed Agreement and Plan of Reorganization which involves reorganizing several Existing Funds into newly created series under Elevation Series Trust (EST). The Existing Funds include TrueShares Eagle Global Renewable Energy Income ETF, TrueShares Technology, AI, & Deep Learning ETF, TrueShares Active Yield ETF, The Opal Dividend Income ETF, RiverNorth Patriot ETF, and RiverNorth Enhanced Pre-Merger SPAC ETF. Approval of the Reorganization will enable the transfer of assets and liabilities from the Existing Funds to their respective New Funds, resulting in complete liquidation and termination of the Existing Funds. This reorganization aims to streamline operations, enhance shareholder value, and potentially lower costs without increasing fund fees. The advisory structure and management teams will remain unchanged, ensuring continuity for shareholders. The Adviser, TrueMark Investments, LLC, will bear all costs related to the Reorganizations, making it a tax-free transaction for the shareholders.

Form Type: 497

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000089418925001932

Filing Summary: The Board of Trustees of Listed Funds Trust has approved a reorganization plan for TrueShares Structured Outcome ETFs into newly created series of Elevation Series Trust. The reorganization is subject to shareholder approval and each Acquiring Fund will maintain the same investment objectives and strategies as the current Funds. Upon approval, Fund shareholders will convert to shareholders of the respective Acquiring Funds at the same net asset value. This merger is expected to be tax-free for U.S. federal tax purposes, with a shareholder meeting planned to discuss the reorganization details. If not approved, the Board will consider further actions, including possible liquidation of the Funds.

Form Type: 497

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000089418925001933

Filing Summary: The Board of Trustees of Listed Funds Trust has approved a plan of reorganization for the TrueShares Technology, AI & Deep Learning ETF, The Opal Dividend Income ETF, and TrueShares Eagle Global Renewable Energy Income ETF. This reorganization is to merge these Funds into newly created series of Elevation Series Trust. The merger is subject to shareholder approval, with a meeting scheduled for voting on the proposal. If approved, the merger is expected to be treated as a tax-free reorganization. Shareholders will receive shares of the corresponding Acquiring Fund at the same net asset value as they hold in their current Funds. If the merger does not receive shareholder approval, the Funds might continue operating or potentially be liquidated.

Form Type: 497

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000089418925001934

Filing Summary: The Board of Trustees of Listed Funds Trust has approved a plan for the reorganization of the TrueShares Active Yield ETF into a newly created series of Elevation Series Trust. This reorganization will transfer the Fund's assets and known liabilities to the Acquiring Fund, making shareholders of the Fund shareholders of the Acquiring Fund with equivalent net asset values. The reorganization is pending approval from Fund shareholders and is expected to be considered tax-free under U.S. federal tax purposes. A shareholder meeting will be convened to vote on the proposed changes, with a timeline suggesting that if approved, the reorganization will occur in May 2025. Should the shareholders not approve the reorganization, alternative actions for the Fund will be considered, including continued operation or liquidation.

Form Type: 497

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000089418925001935

Filing Summary: The Board of Trustees of Listed Funds Trust has approved a reorganization plan for RiverNorth Patriot ETF and RiverNorth Enhanced Pre-Merger SPAC ETF, which will transition into newly created series of Elevation Series Trust. The Reorganization requires shareholder approval, and if agreed upon, is anticipated to be executed in May 2025. Each Acquiring Fund will mirror the investment objectives and strategies of its corresponding Fund. Shareholders will exchange their current shares for those of the Acquiring Fund at the same net asset value, ensuring a tax-free reorganization for U.S. federal tax purposes. A shareholder meeting will be convened to vote on the Reorganization, with a proxy statement to be issued in advance detailing the specifics of the Acquiring Funds and voting logistics. Should the Reorganization be rejected by shareholders, alternative measures may be taken, including the potential liquidation of the Funds.

Form Type: PREM14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000089418925001937

Filing Summary: Listed Funds Trust has filed a preliminary proxy statement seeking shareholder approval for a reorganization plan concerning its TrueShares Structured Outcome ETFs. The plan involves transferring assets and liabilities from existing funds to newly created funds under Elevation Series Trust (EST). Shareholders will receive shares in the new funds equivalent in value to their existing shares, and upon consummation of the plan, existing funds will be fully liquidated. The proposed reorganization aims to improve operational efficiencies, reduce costs, and enhance shareholder value, with no expected increases in fund fees or expenses post-reorganization. If shareholders do not approve the reorganization, alternative actions may be considered by the board. The reorganization's structure will maintain the investment objectives and management unchanged, ensuring no dilution of current shareholder interests.

Form Type: PREM14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000089418925001938

Filing Summary: The document is a preliminary proxy statement for a joint special meeting of shareholders of several TrueShares ETFs under the Listed Funds Trust (LiFT). The primary proposal is to approve an Agreement and Plan of Reorganization that would reorganize these Existing Funds into corresponding newly-created series under Elevation Series Trust (EST). If approved, this will involve transferring all assets and liabilities from the Existing Funds to the New Funds, leading to the liquidation of the Existing Funds. Shareholders are encouraged to vote on this plan, with details provided on how the Reorganizations intend to create operational efficiencies and potentially lower expenses for shareholders. The same investment adviser and sub-advisers will continue managing the New Funds with identical investment objectives and strategies. A vote against the proposal could result in different actions regarding the Existing Fund that did not receive approval, ranging from continued operation to potential liquidation.

Form Type: 497

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000089418925001865

Filing Summary: The Board of Trustees of Listed Funds Trust has approved an agreement and plan of reorganization for the STF Tactical Growth & Income ETF and STF Tactical Growth ETF, which will combine into newly created series of the Hennessy Funds Trust. The reorganization is subject to shareholder approval. Each Acquiring Fund will maintain the same investment objective, strategies, risks, and policies as its corresponding Fund. Current co-portfolio manager Jonathan Molchan will continue to serve as portfolio manager for the Acquiring Funds. The assets and liabilities of each Fund will be transferred to an Acquiring Fund in exchange for shares, allowing shareholders to effectively become shareholders of the Acquiring ETF. The reorganization is anticipated to be a tax-free event for U.S. federal tax purposes. A shareholder meeting will be scheduled to vote on this reorganization, expected to close in July or August 2025 if approved. Should shareholders reject the plan, the Trust's Board will consider other actions, including potential liquidation.

Form Type: CORRESP

Filing Date: 2024-12-06

Corporate Action: Merger

Type: Update

Accession Number: 000089418924007063

Filing Summary: The correspondence addresses comments from the SEC regarding the Preliminary Proxy Statement for the Clough Hedged Equity ETF and Clough Select Equity ETF. The Trust confirmed updates to the Funds' names on EDGAR to include 'Clough'. The Trust declined to add a proposal for shareholders to approve the adjournment of a Special Meeting, asserting that management is authorized to make such decisions. The Trust explained the Reorganizations aim to enhance operational efficiencies and reduce expenses, suggesting that the Adviser could lower costs due to increased assets and economies of scale. Additional adjustments to proxy statements included refining language for clarity, ensuring compliance with tax consequences disclosures, and providing updated financial information and auditor’s consent. The Trust confirmed that existing Funds will remain the accounting survivors post-reorganization and addressed various comments from the SEC for clarity and compliance.

Form Type: PREM14A

Filing Date: 2024-11-15

Corporate Action: Merger

Type: New

Accession Number: 000089418924006738

Filing Summary: The document is a preliminary proxy statement regarding a planned reorganization between the Clough Hedged Equity ETF and Clough Select Equity ETF, series of the Listed Funds Trust (LiFT), into corresponding newly-created series of Elevation Series Trust (EST). The shareholder meeting is scheduled for January 6, 2025, where shareholders will vote on an agreement that transfers all assets from the Existing Funds to the New Funds, in exchange for shares of equal value. This merger is aimed at achieving operational efficiencies, reducing costs, and enhancing shareholder value without increasing shareholder fees. If approved, current investors in the Existing Funds will automatically receive shares in the New Funds, and the Existing Funds will be liquidated upon completion. The document emphasizes the importance of shareholder voting and participation in this proposal, which is contingent upon the approval of both Existing Funds. The advisers will cover all costs related to the reorganization process and the existing investment strategy will remain unchanged post-merger.