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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number (811-23377)

 

Tidal Trust III
(Exact name of registrant as specified in charter)

 

234 West Florida Street, Suite 203 

Milwaukee, Wisconsin 53204
(Address of principal executive offices) (Zip code)

 

Eric W. Falkeis

Tidal Trust III
234 West Florida Street, Suite 203 

Milwaukee, Wisconsin 53204
(Name and address of agent for service)

 

(844) 986-7700

Registrant’s telephone number, including area code

 

Date of fiscal year end: November 30

 

Date of reporting period: May 31, 2025

 

 

 

 

 

 

Item 1. Reports to Stockholders.

 

VistaShares Artificial Intelligence Supercycle ETF Tailored Shareholder Report

VistaShares Artificial Intelligence Supercycle ETF Tailored Shareholder Report

semi-annual Shareholder Report May 31, 2025

VistaShares Artificial Intelligence Supercycle ETF

Ticker: AIS (Listed on NYSE Arca, Inc.)

This semi-annual shareholder report contains important information about the VistaShares Artificial Intelligence Supercycle ETF (the "Fund") for the period December 2, 2024 to May 31, 2025. You can find additional information about the Fund at https://www.vistashares.com/. You can also request this information by contacting us at (844) 875-2288 or by writing to VistaShares Artificial Intelligence Supercycle ETF, c/o U.S. Bank Global Fund Services, P.O. Box 701, Milwaukee, Wisconsin 53201-0701.

What were the Fund costs for the period?
(based on a hypothetical $10,000 investment)

Fund Name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
VistaShares Artificial Intelligence Supercycle ETF
$36
0.75%

 

Key Fund Statistics

(as of May 31, 2025)

 

 

Fund Size (Thousands)
$13,944
Number of Holdings
72
Total Advisory Fee Paid
$22,830
Portfolio Turnover Rate
10%

Sector Breakdown
(% of Total Net Assets)

Sector
%
Technology
0.841
Industrials
0.128
Communications
0.03
Cash & Other
0.001

 

What did the Fund invest in?

(as of May 31, 2025)

Top Ten Holdings
(Percentage of
Net Assets)
SK Hynix, Inc.
5.9
Taiwan Semiconductor Manufacturing Co. Ltd.
4.5
Micron Technology, Inc.
4.4
GE Vernova, Inc.
3.9
Nutanix, Inc.
3.9
Commvault Systems, Inc.
3.8
Vertiv Holdings, Co.
3.8
Asustek Computer, Inc.
3.5
Silicon Motion Technology Corp.
3.3
Legrand SA
3.3

 

 

How Has the Fund Changed?

There we no material changes during the reporting period.

Changes in and Disagreements with Accountants

There were no changes in or disagreements with accountants during the reporting period.

Householding

Householding is an option available to certain investors of the Fund. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Fund is available through certain broker-dealers. If you are interested in enrolling in householding and receiving a single copy of prospectuses and other shareholder documents, please contact your broker-dealer. If you are currently enrolled in householding and wish to change your householding status, please contact your broker-dealer.

For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit https://www.vistashares.com/.

VistaShares Artificial Intelligence Supercycle ETF Tailored Shareholder Report

 

 

 

 

 

Item 2. Code of Ethics.

 

Not applicable for semi-annual reports.

 

Item 3. Audit Committee Financial Expert.

 

Not applicable for semi-annual reports.

 

Item 4. Principal Accountant Fees and Services.

 

Not applicable for semi-annual reports.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable for semi-annual reports.

 

Item 6. Investments.

 

(a)Schedule of Investments is included within the financial statements filed under Item 7 of this Form.

 

(b)Not applicable.

 

Item 7. Financial Statements and Financial Highlights for Open-End Investment Companies.

 

(a)

 

 1

 

 

 

Financial Statements

May 31, 2025 (Unaudited)

 

Tidal Trust III
VistaShares Artificial Intelligence Supercycle ETF | AIS | NYSE Arca, Inc.

 

 

 

 

VistaShares Artificial Intelligence Supercycle ETF

 

Table of Contents

 

  Page
Schedule of Investments: 1
Statement of Assets and Liabilities 4
Statement of Operations 5
Statement of Changes in Net Assets 6
Financial Highlights 7
Notes to Financial Statements 8

 

 

 

 

VistaShares Artificial Intelligence Supercycle ETF
Schedule of Investments
May 31, 2025 (Unaudited)
COMMON STOCKS - 99.8%  Shares   Value 
Industrial Products - 11.9%          
Advanced Energy Industries, Inc.   1,104   $126,717 
GE Vernova, Inc.   1,150    543,927 
Legrand SA   3,818    463,564 
Vertiv Holdings Co. - Class A   4,922    531,232 
         1,665,440 
           

Industrial Services - 0.8%

          
Munters Group AB   8,717    115,985 
           

Software & Tech Services - 12.7%

          
CDW Corp.   368    66,373 
Check Point Software Technologies Ltd.(a)   184    42,114 
Commvault Systems, Inc.(a)   2,921    534,981 
Crowdstrike Holdings, Inc. - Class A(a)   161    75,891 
Digi International, Inc.(a)   1,035    33,544 
Kehua Data Co. Ltd. - Class A   32,900    173,742 
Nutanix, Inc. - Class A(a)   7,084    543,272 
Palo Alto Networks, Inc.(a)   851    163,749 
Sangfor Technologies, Inc. - Class A   4,200    52,122 
Zscaler, Inc.(a)   322    88,775 
         1,774,563 
           

Tech Hardware & Semiconductors - 71.4%(b)

          
Accton Technology Corp.   1,462    36,344 
Advanced Micro Devices, Inc.(a)   3,542    392,206 
Alphawave IP Group PLC(a)   18,837    36,453 
AP Memory Technology Corp.   12,362    115,706 
Applied Optoelectronics, Inc.(a)   874    13,477 
Arista Networks, Inc.(a)   3,151    273,003 
ARM Holdings PLC(a)   2,139    266,391 
ASMedia Technology, Inc.   830    54,145 
ASRock Inc.   4,282    30,720 
Astera Labs, Inc.(a)   2,254    204,483 
Asustek Computer, Inc.   23,552    491,182 
Celestica, Inc.(a)   437    50,509 
Ciena Corp.(a)   460    36,828 
Cisco Systems, Inc.   1,794    113,094 
CommScope Holding Co, Inc.(a)   6,325    38,203 
Corning, Inc.   6,739    334,187 
Corsair Gaming, Inc.(a)   15,824    139,093 
Credo Technology Group Holding Ltd.(a)   460    28,042 
Dell Technologies, Inc. - Class C   575    63,980 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Diodes, Inc.(a)   552    24,509 
Extreme Networks, Inc.(a)   19,504    305,628 
Flex Ltd.(a)   874    36,970 
Foxconn Industrial Internet Co. Ltd. - Class A   107,300    282,276 
GlobalFoundries, Inc.(a)   9,637    345,005 
Hewlett Packard Enterprise Co.   4,163    71,937 
Hygon Information Technology Co. Ltd. - Class A(c)   8,740    165,344 
IEIT Systems Co. Ltd. - Class A   28,300    192,514 
Intel Corp.   20,125    393,444 
MACOM Technology Solutions Holdings, Inc.(a)   230    27,970 
Marvell Technology, Inc.   4,508    271,336 
Micron Technology, Inc.   6,532    617,013 
Montage Technology Co. Ltd. - Class A(a)   16,330    173,200 
Nanya Technology Corp.   117,683    178,870 
Navitas Semiconductor Corp.(a)   37,191    189,674 
NetApp, Inc.   529    52,456 
Nokia Oyj   21,367    111,073 
NVIDIA Corp.   3,312    447,551 
Penguin Solutions, Inc.(a)   5,957    105,796 
Pure Storage, Inc. - Class A(a)   2,484    133,118 
Quanta Computer, Inc.   17,138    155,262 
Rambus, Inc.(a)   575    30,745 
Sandisk Corp.(a)   644    24,272 
Seagate Technology Holdings PLC   2,093    246,848 
Semtech Corp.(a)   506    18,889 
Silicon Motion Technology Corp.   7,590    464,508 
SK Hynix, Inc.   5,526    819,067 
Super Micro Computer, Inc.(a)   4,830    193,297 
Taiwan Semiconductor Co. Ltd.   35,570    55,488 
Taiwan Semiconductor Manufacturing Co. Ltd., ADR   3,243    626,937 
TD SYNNEX Corp.   1,104    133,959 
Transcend Information, Inc.   41,486    142,585 
United Microelectronics Corp.   4,991    37,981 
Vicor Corp.(a)   517    22,562 
Western Digital Corp.   1,932    99,595 
Wistron Corp.   8,652    33,634 
         9,949,359 

Telecommunications - 3.0%

          
NextDC Ltd.(a)   49,289    415,848 
           

TOTAL COMMON STOCKS (Cost $13,338,176)

        13,921,195 
           

TOTAL INVESTMENTS - 99.8% (Cost $13,338,176)

        13,921,195 
Other Assets in Excess of Liabilities - 0.2%        22,690 
TOTAL NET ASSETS - 100.0%      $13,943,885 
           
Percentages are stated as a percent of net assets.
          

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

PLC – Public Limited Company

 

(a) Non-income producing security.
(b)

To the extent that the Fund invests more heavily in a particular industry or sector of the economy, its performance will be especially sensitive to developments that significantly affect those industries or sectors. 

(c)

Fair value determined by using significant observable and unobservable inputs in accordance with procedures established by and under the supervision of the Adviser, acting as Valuation Designee. These securities represented $165,344 or 1.2% of net assets as of May 31, 2025. 

 

The accompanying notes are an integral part of these financial statements. 

 

 

 

 

Statement of Assets and Liabilities

 

May 31, 2025 (Unaudited)

 

  

VistaShares Artificial 

Intelligence Supercycle

ETF

 
ASSETS:     
Investments, at value (cost $13,338,176) (Note 2)  $13,921,195 
Receivable for investments sold   84,541 
Dividends receivable   11,094 
Dividend tax reclaim receivable   1,256 
Interest receivable   147 
Total assets   14,018,233 
      

LIABILITIES:

     
Payable to custodian   65,589 
Payable to adviser (Note 4)   8,493 
Payable for investments purchased   266 
Total liabilities   74,348 
NET ASSETS  $13,943,885 
      

NET ASSETS CONSISTS OF:

     
Paid-in capital  $13,494,008 
Total distributable earnings/(accumulated losses)   449,877 
Total Net Assets  $13,943,885 
      
Net assets
  $13,943,885 
Shares issued and outstanding(a)   575,000 
Net asset value per share  $24.25 

 

(a) Unlimited shares authorized without par value.

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Statement of Operations

 

For the Period Ended May 31, 2025 (Unaudited)

 

  

VistaShares Artificial Intelligence Supercycle

ETF(a) 

 

INVESTMENT INCOME:

     
Dividend income  $30,645 
Less: Dividend withholding taxes   (2,966)
Less: Issuance fees   (24)
Interest income   869 
Total investment income   28,524 
      

EXPENSES:

     
Investment advisory fee (Note 4)   22,830 
Total expenses   22,830 
NET INVESTMENT INCOME (LOSS)   5,694 
      

REALIZED AND UNREALIZED GAIN (LOSS)

     
Net realized gain (loss) from:     
Investments   (139,000)
Foreign currency transaction   388 
Net realized gain (loss)   (138,612)
Net change in unrealized appreciation (depreciation) on:     
Investments   582,795 
Net change in unrealized appreciation (depreciation)   582,795 
Net realized and unrealized gain (loss)   444,183 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $449,877 

 

(a) Inception date for the Fund was December 2, 2024.

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Statement of Changes in Net Assets

 

 

  

VistaShares

Artificial

Intelligence 

Supercycle ETF(a)

 
  

For the Period

Ended May 31, 

2025 (Unaudited) 

 
OPERATIONS:     
Net investment income (loss)  $5,694 
Net realized gain (loss)   (138,612)
Net change in unrealized appreciation (depreciation)   582,795 
Net increase (decrease) in net assets resulting from operations   449,877 
      

CAPITAL TRANSACTIONS:

     
Subscriptions   13,490,662 
ETF transaction fees (Note 8)   3,346 
Net increase (decrease) in net assets from capital transactions   13,494,008 
      

NET INCREASE (DECREASE) IN NET ASSETS

   13,943,885 
      

NET ASSETS:

     
Beginning of the period    
End of the period  $13,943,885 
      

SHARES TRANSACTIONS

     
Subscriptions   575,575 
Total increase (decrease) in shares outstanding   575,000 

 

(a) Inception date for the Fund was December 2, 2024.

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Financial Highlights

 

For a share outstanding throughout the period presented

 

  

VistaShares

Artificial

Intelligence

Supercycle ETF

 
  

Period Ended

May 31, 2025(a) 

(Unaudited)

 
PER SHARE DATA:     
      
Net asset value, beginning of period  $25.00 
      

INVESTMENTS OPERATIONS:

     
Net investment income (loss)(b)   0.02 
Net realized and unrealized gain (loss)(c)   (0.77)
Total from investment operations   (0.75)
      
Net asset value, end of period
  $24.25 
      

TOTAL RETURN(d)

   (3.00)%
      

SUPPLEMENTAL DATA AND RATIOS:

     
Net assets, end of period (in thousands)  $13,944 
Ratio of expenses to average net assets(e)   0.75%
Ratio of net investment income to average net assets(e)   0.19%
Portfolio turnover rate(d)(f)   10%

 

(a) Inception date for the Fund was December 2, 2024.
(b) Net investment income per share has been calculated based on average shares outstanding during the periods.
(c)

Realized and unrealized gains and losses per share in the caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period. 

(d) Not annualized for periods less than one year.
(e) Annualized for periods less than one year.
(f) Portfolio turnover rate excludes in-kind transactions.

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

Notes to Financial Statements

 

May 31, 2025 (Unaudited)

 

NOTE 1 - ORGANIZATION

 

The VistaShares Artificial Intelligence Supercycle ETF (the “Fund”) is a diversified series of shares of beneficial interest of Tidal Trust III (the “Trust”). The Trust was organized as a Delaware statutory trust on May 19, 2016 and is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and the offering of the Fund’s shares (“Shares”) is registered under the Securities Act of 1933, as amended. The Trust is governed by its Board of Trustees (the “Board”). Tidal Investments LLC (“Tidal Investments” or the “Adviser”), a Tidal Financial Group company, serves as investment adviser to the Fund and VistaShares Advisors LLC (the “Sub-Adviser”), serves as sub-adviser to the Fund. The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946 “Financial Services — Investment Companies.” The Fund commenced operations on December 2, 2024

 

The investment objective of the Fund is to seek long-term capital appreciation.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Security Valuation - Equity securities listed on a securities exchange, market or automated quotation system for which quotations are readily available (except for securities traded on The Nasdaq Stock Market, LLC (“NASDAQ”)), including securities traded over-the-counter, are valued at the last quoted sale price on the primary exchange or market (foreign or domestic) on which they are traded on the valuation date (or at approximately 4:00 p.m. EST if a security’s primary exchange is normally open at that time), or, if there is no such reported sale on the valuation date, at the most recent quoted bid price or mean between the most recent quoted bid and ask prices for long and short positions. For a security that trades on multiple exchanges, the primary exchange will generally be considered the exchange on which the security is generally most actively traded. For securities traded on NASDAQ, the NASDAQ Official Closing Price will be used. Prices of securities traded on the securities exchange will be obtained from recognized independent pricing agents each day that the Fund is open for business.

 

Under Rule 2a-5 of the 1940 Act, a fair value policy will be determined for securities for which quotations are not readily available by the Valuation Designee (as defined in Rule 2a-5) in accordance with the Pricing and Valuation Policy and Fair Value Procedures, as applicable, of the Adviser, subject to oversight by the Board. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the Adviser’s Pricing and Valuation Policy and Fair Value Procedures, as applicable. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value (“NAV”) of its shares to differ significantly from the NAV that would be calculated without regard to such considerations.

 

As described above, the Fund utilizes various methods to measure the fair value of its investments on a recurring basis. U.S. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

 

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

 

 

 

 

Notes to Financial Statements

 

May 31, 2025 (Unaudited)

 

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

 

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

 

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

   Level 1   Level 2   Level 3   Total 
Assets:                    
Investments:                    
Common Stocks  $13,755,851   $   $165,344   $13,921,195 
Total Investments  $13,755,851   $   $165,344   $13,921,195 

 

 

   Common Stock 
Balance as of December 2, 2024  $0(a) 
Accrued discounts/premiums   - 
Realized gain (loss)   55 
Change in unrealized appreciation (depreciation)   (10,935)
      
Purchases   199,529 
Sales   (23,305)
Transfer into and/or out of Level 3   - 
Balance as of May 31, 2025  $165,344 
      
Change in unrealized appreciation (depreciation) during the period for Level 3 investments held at May 31, 2025  $(10,935)

 

(a)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Schedule of Investments.

 

Refer to the Schedule of Investments for further disaggregation of investment categories.

 

 

 

 

Notes to Financial Statements

 

May 31, 2025 (Unaudited)

 

Federal Income Taxes - The Fund has elected to be taxed as a regulated investment company (“RIC”) and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to RICs. Therefore, no provision for federal income taxes or excise taxes has been made.

 

In order to avoid imposition of the excise tax applicable to RICs, the Fund intends to declare, as dividends in each calendar year, at least 98% of its net investment income (earned during the calendar year) and at least 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts, if any, from prior years. As a RIC, the Fund is subject to a 4% excise tax that is imposed if the Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one year period generally ending on October 31 of the calendar year (unless an election is made to use the Fund’s fiscal year). The Fund generally intends to distribute income and capital gains in the manner necessary to minimize (but not necessarily eliminate) the imposition of such excise tax. The Fund may retain income or capital gains and pay excise tax when it is determined that doing so is in the best interest of shareholders. Management evaluates the costs of the excise tax relative to the benefits of retaining income and capital gains, including that such undistributed amounts (net of the excise tax paid) remain available for investment by the Fund and are available to supplement future distributions. Tax expense is disclosed in the Statement of Operations, if applicable.

 

As of May 31, 2025, the Fund did not have any tax positions that did not meet the threshold of being sustained by the applicable tax authority. Generally, tax authorities can examine all the tax returns filed for the last three years. The Fund identifies its major tax jurisdiction as U.S. Federal and the Commonwealth of Delaware; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits on uncertain tax positions as income tax expense in the Statement of Operations.

 

Securities Transactions and Investment Income - Investment securities transactions are accounted for on the trade date. Gains and losses realized on sales of securities are determined on a specific identification basis. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities using the effective interest method. Interest income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Other non-cash dividends are recognized as investment income at the fair value of the property received. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.

 

Foreign Currency - Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.

 

The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

 

The Fund reports net realized foreign exchange gains or losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from

 

 

 

 

Notes to Financial Statements

 

May 31, 2025 (Unaudited)

 

changes in the fair values of assets and liabilities, other than investments in securities at period end, resulting from changes in exchange rates.

 

Distributions to Shareholders - Distributions to shareholders from net investment income, if any, for the Fund are declared and paid annually. Distributions to shareholders from net realized gains on securities, if any, for the Fund normally are declared and paid at least annually. Distributions are recorded on the ex-dividend date.

 

Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Share Valuation - The NAV per share of the Fund is calculated by dividing the sum of the value of the securities held by the Fund, plus cash or other assets, minus all liabilities by the total number of shares outstanding for the Fund, rounded to the nearest cent. Fund shares will not be priced on the days on which the NASDAQ is closed for trading.

 

Guarantees and Indemnifications - In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

 

Illiquid Investments - Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Board-approved Liquidity Risk Management Program (the “Program”) that requires, among other things, that the Fund limit its illiquid investments that are assets to no more than 15% of the value of the Fund’s net assets. An illiquid investment is any security that the Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Fund should be in a position where the value of illiquid investments held by the Fund exceeds 15% of the Fund’s net assets, the Fund will take such steps as set forth in the Program.

 

NOTE 3 - PRINCIPAL INVESTMENT RISKS

 

Artificial Intelligence Risk. Issuers engaged in artificial intelligence typically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at all. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly. These companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights. The issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure in an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is the marquee product of the issuer. It can be difficult to accurately capture what qualifies as an artificial intelligence company.

 

Equity Market Risk. Common stocks are generally exposed to greater risk than other types of securities, such as preferred stock and debt obligations, because common stockholders generally have inferior rights to receive payment from specific issuers. The equity securities held in the Fund’s portfolio may experience sudden, unpredictable drops in value or long periods of decline in value. This may occur because of factors that affect securities markets generally or factors affecting specific issuers, industries, or sectors in which the Fund invests.

 

 

 

 

Notes to Financial Statements

 

May 31, 2025 (Unaudited)

 

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

 

As with any investment, there is a risk that you could lose all or a portion of your principal investment in the Fund. The Fund is subject to the above principal risks, as well as other principal risks which may adversely affect the Fund’s NAV, trading price, yield, total return and/or ability to meet its objective. For more information about the risks of investing in the Fund, see the section in the Fund’s Prospectus titled “Additional Information About the Fund — Principal Investment Risks.”

 

NOTE 4 - COMMITMENTS AND OTHER RELATED PARTY TRANSACTIONS

 

The Adviser serves as investment adviser to the Fund pursuant to an investment advisory agreement between the Adviser and the Trust, on behalf of the Fund (the “Advisory Agreement”), and, pursuant to the Advisory Agreement, provides investment advice to the Fund and oversees the day-to-day operations of the Fund, subject to the direction and oversight of the Board. The Adviser is also responsible for trading portfolio securities for the Fund, including selecting broker-dealers to execute purchase and sale transactions. The Adviser provides oversight of the Sub-Adviser and review of the Sub-Adviser’s performance.

 

Pursuant to the Advisory Agreement, the Fund pays the Adviser a unitary management fee (the “Investment Advisory Fee”) of 0.75% based on the average daily net assets of the Fund. Out of the Investment Advisory Fee, the Adviser is obligated to pay or arrange for the payment of substantially all expenses of the Fund, including the cost of transfer agency, custody, fund administration, and all other related services necessary for the Fund to operate. Under the Advisory Agreement, the Adviser has agreed to pay all expenses incurred by the Fund except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act (collectively, “Excluded Expenses”), and the Investment Advisory Fee payable to the Adviser. The Investment Advisory Fees incurred are paid monthly to the Adviser. Investment Advisory Fees for the period ended May 31, 2025 are disclosed in the Statement of Operations.

 

The Sub-Adviser serves as investment sub-adviser to the Fund, pursuant to a sub-advisory agreement between the Adviser and the Sub-Adviser with respect to the Fund (the “Sub-Advisory Agreement”). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the day-to-day management of the Fund’s portfolio, including determining the securities purchased and sold by the Fund, subject to the supervision of the Adviser and the Board. The Sub-Adviser is paid a fee by the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.04% of the Fund’s average daily net assets. The Sub-Adviser has agreed to assume a portion of the Adviser’s obligation to pay all expenses incurred by the Fund, except for the Sub-Advisory Fee payable to the Sub-Adviser and Excluded Expenses. For assuming the payment obligation for a portion of the Fund’s expenses, the Adviser has agreed to pay

 

 

 

 

Notes to Financial Statements

 

May 31, 2025 (Unaudited)

 

to the Sub-Adviser a corresponding share of profits, if any, generated by the Fund’s Investment Advisory Fee, less a contractual fee retained by the Adviser. Expenses incurred by the Fund and paid by the Sub-Adviser include fees charged by Tidal (defined below), which is an affiliate of the Adviser.

 

Tidal ETF Services LLC (“Tidal”), a Tidal Financial Group company and an affiliate of the Adviser, serves as the Fund’s administrator and, in that capacity, performs various administrative and management services for the Fund. Tidal coordinates the payment of Fund-related expenses and manages the Trust’s relationships with its various service providers. Tidal prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring and financial reporting; prepares reports and materials to be supplied to the Board; and monitors the activities of the Fund’s custodian.

 

Foreside Fund Services, LLC (the “Distributor”) acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.

 

Certain officers and a trustee of the Trust are affiliated with the Adviser. Neither the affiliated trustee nor the Trust’s officers receive compensation from the Fund.

 

The Board has adopted a Distribution (Rule 12b-1) Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. In accordance with the Plan, the Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to pay distribution fees for the sale and distribution of its Shares. No Rule 12b-1 fees are currently paid by the Fund, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future, because the fees are paid out of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

 

NOTE 5 - SEGMENT REPORTING

 

In accordance with the FASB Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Fund has evaluated its business activities and determined that it operates as a single reportable segment.

 

The Fund’s investment activities are managed by the Adviser, which serves as the Chief Operating Decision Maker (“CODM”). The Adviser is responsible for assessing the Fund’s financial performance and allocating resources. In making these assessments, the Adviser evaluates the Fund’s financial results on an aggregated basis, rather than by separate segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required. There were no intra-entity sales or transfers during the reporting period.

 

The Fund primarily generates income through dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred, including management fees, fund operating expenses, and transaction costs, are considered general fund-level expenses and are not allocated to specific segments or business lines.

 

Management has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting requirements in accordance with applicable accounting standards.

 

 

 

 

Notes to Financial Statements

 

May 31, 2025 (Unaudited)

 

NOTE 6 - PURCHASES AND SALES OF SECURITIES

 

For the period ended May 31, 2025, the cost of purchases and proceeds from the sales or maturities of securities, excluding short-term investments, U.S. government securities, and in-kind transactions were $3,866,620 and $719,420, respectively.

 

For the period ended May 31, 2025, there were no purchases or sales of long-term U.S. government securities.

 

For the period ended May 31, 2025, in-kind transactions associated with creations and redemptions for the Fund were $10,328,634 and $0, respectively.

 

NOTE 7 - INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

 

The Fund is subject to examination by U.S. taxing authorities for the tax periods since the commencement of operations. The amount and character of tax basis distributions and composition of net assets, including undistributed (accumulated) net investment income (loss), are finalized at the fiscal year-end; accordingly, tax basis balances have not been determined for the period ended May 31, 2025. Differences between the tax cost of investments and the cost noted in the Schedule of Investments will be determined at fiscal year-end. The Fund did not have any distributions for the period ended May 31, 2025.

 

NOTE 8 - SHARES TRANSACTIONS

 

Shares of the Fund are listed and traded on the NYSE Arca, Inc. Market prices for the shares may be different from their NAV. The Fund issues and redeems shares on a continuous basis at NAV, generally in large blocks of shares, called Creation Units. Creation Units are issued and redeemed principally in-kind for securities included in a specified universe. Once created, shares generally trade in the secondary market at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities of the Fund. Creation Units may only be purchased or redeemed by Authorized Participants. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of the National Securities Clearing Corporation or (ii) a Depository Trust Company participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors do not qualify as Authorized Participants nor have the resources to buy and sell whole Creation Units. Therefore, they are unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors may purchase shares in the secondary market with the assistance of a broker and are subject to customary brokerage commissions or fees.

 

The Fund currently offers one class of shares, which has no front-end sales load, no deferred sales charge, and no redemption fee. A fixed transaction fee is imposed for the transfer and other transaction costs associated with the purchase or sale of Creation Units. The standard fixed transaction fee for the Fund is $1,250, payable to the Custodian. The fixed transaction fee may be waived on certain orders if the Fund’s Custodian has determined to waive some or all of the costs associated with the order or another party, such as the Adviser, has agreed to pay such fee. In addition, a variable fee may be charged on all cash transactions or substitutes for Creation Units and Redemption Units of up to a maximum of 2% of the value of the Creation Units and Redemption Units subject to the transaction. Variable fees received by the Fund, if any, are disclosed in the capital shares transactions section of the Statement of Changes in Net Assets. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights and privileges.

 

NOTE 9 - RECENT MARKET EVENTS

 

 

 

 

Notes to Financial Statements

 

May 31, 2025 (Unaudited)

 

U.S. and international markets have experienced and may continue to experience significant periods of volatility in recent years and months due to a number of economic, political and global macro factors including uncertainty regarding inflation and central banks’ interest rate changes, the possibility of a national or global recession, trade tensions and tariffs, political events, armed conflict, war, and geopolitical conflict. These developments, as well as other events, could result in further market volatility and negatively affect financial asset prices, the liquidity of certain securities and the normal operations of securities exchanges and other markets, despite government efforts to address market disruptions. As a result, the risk environment remains elevated. The Adviser and Sub-Adviser will monitor developments and seek to manage the Fund in a manner consistent with achieving the Fund’s investment objective, but there can be no assurance that they will be successful in doing so.

 

NOTE 10 - SUBSEQUENT EVENTS

 

In preparing these financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Management has determined that there are no subsequent events that would need to be recognized or disclosed in the Fund’s financial statements.

 

 

 

(b)Financial Highlights are included within the financial statements filed under Item 7(a) of this Form.

 

Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.

 

There have been no changes in or disagreements with the Fund’s accountants.

 

Item 9. Proxy Disclosure for Open-End Investment Companies.

 

There were no matters submitted to a vote of shareholders during the period covered by the report.

 

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.

 

See Item 7(a). Under the Investment Advisory Agreement, in exchange for a single unitary management fee from the Fund, the Adviser has agreed to pay all expenses incurred by the Fund, including Trustee compensation, except for certain excluded expenses.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Pursuant to Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), at a meeting held on August 23, 2024, the Board of Trustees (the “Board”) of Tidal Trust III (the “Trust”) considered the approval of:

 

the Investment Advisory Agreement (the “Advisory Agreement”) between Tidal Investments LLC (the “Adviser”) and the Trust, on behalf of the Fund;

 

an Investment Sub-Advisory Agreement (a “Sub-Advisory Agreement) between the Adviser and VistaShares Advisors LLC (“VistaShares”) with respect to VistaShares Artificial Intelligence Supercycle ETF (the “Fund”).

 

Pursuant to Section 15 of the 1940 Act, the Agreements must be approved by the vote of a majority of the Trustees who are not parties to the Agreements or “interested persons” of any party thereto, as defined in the 1940 Act (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval. In preparation for such meeting, the Board requested and reviewed a wide variety of information from the Adviser and Sub-Adviser.

 

In reaching its decision, the Board, including the Independent Trustees, considered all factors it believed relevant, including: (i) the nature, extent and quality of the services to be provided to the Fund’s shareholders by the Adviser and Sub-Adviser; (ii) the costs of the services to be provided and the profits to be realized by the Adviser and Sub-Adviser from services to be provided to the Fund, including any fall-out benefits; (iv) comparative fee and expense data for the Fund in relation to other investment companies with similar investment objectives; (v) the extent to which economies of scale would be realized as the Fund grows and whether the advisory fee for the Fund reflects these economies of scale for the benefit of the Fund; and (vi) other financial benefits to the Adviser and Sub-Adviser and their affiliates resulting from services rendered to the Fund.

 

 2

 

 

The Board’s review included written and oral information furnished to the Board prior to and at the meeting held on August 23, 2024. Among other things, each of the Adviser and Sub-Adviser provided responses to a detailed series of questions, which included information about the Adviser’s and Sub-Adviser’s operations, service offerings, personnel, compliance program and financial condition. The Board then discussed the written and oral information that it received before the meeting, and the oral presentations and any other information that the Board received at the meeting, and deliberated on the renewal of the Agreements in light of this information. 

 

The Independent Trustees were assisted throughout the contract review process by independent legal counsel. The Independent Trustees relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating the renewal of the Agreements, and the weight to be given to each such factor. The conclusions reached with respect to the Agreements were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each Trustee may have placed varying emphasis on particular factors in reaching conclusions with respect to the Fund. The Independent Trustees conferred amongst themselves and independent legal counsel in executive sessions both with and without representatives of management.

 

Nature, Extent and Quality of Services to be Provided. The Trustees considered the scope of services to be provided under the Advisory Agreements and Sub-Advisory Agreement. In considering the nature, extent and quality of the services to be provided by the Adviser and Sub-Adviser, the Board reviewed the Adviser’s and Sub-Adviser’s compliance infrastructure and financial strength and resources. The Board also considered the experience of the personnel of the Adviser and Sub-Adviser working with ETFs. The Board also considered other services to be provided to the Fund by the Adviser and Sub-Adviser, such as selecting broker-dealers for executing portfolio transactions, monitoring adherence to the Fund’s investment restrictions, and monitoring compliance with various Fund policies and procedures and with applicable securities regulations. Based on the factors above, as well as those discussed below, the Board concluded that it was satisfied with the nature, extent and quality of the services to be provided to the Fund by the Adviser and Sub-Adviser based on their experience, personnel, operations and resources.

 

Historical Performance. The Board noted that the Fund had not yet commenced operations and therefore there was no prior performance to review.

 

Cost of Services Provided, Profitability and Economies of Scale. The Board reviewed the proposed advisory fees for the Fund and compared them to the management fees and total operating expenses of its Morningstar peer group. The Board noted that the comparisons to the total expense ratios were the most relevant comparisons, given the fact that the advisory fee for the Fund is a “unified fee.”

 

The Board noted the importance of the fact that the proposed advisory fee for the Fund is a “unified fee,” meaning that the shareholders of the Fund pay no expenses except for interest charges on any borrowings, dividends and other expenses on securities sold short, taxes, brokerage commissions and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, distribution fees and expenses paid by the Fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 Act, as amended (the “1940 Act”), litigation expenses, non-routine or extraordinary expenses, and the unitary management fee payable to the Adviser. The Board also noted that the Adviser was responsible for compensating the Trust’s other service providers and paying the Fund’s other expenses (except as noted above) out of its own fees and resources. The Board further noted that because

 

 3

 

 

the Fund is new, it was difficult to estimate the profitability of the Fund to the Adviser. The Board, however, considered collateral or “fall-out” benefits that the Adviser and its affiliates may derive as a result of their relationship with the Fund.

 

The Board noted that because the Fund is new, it also was difficult to estimate whether the Fund would experience economies of scale. The Board noted that the Adviser will review expenses as the Fund’s assets grow. The Board determined to evaluate economies of scale on an ongoing basis if the Fund achieved asset growth.

 

The Board also reviewed the proposed sub-advisory fee paid to the Sub-Adviser for their services. The Board considered each of these fees in light of the services being provided. The Board determined that the proposed fees reflected an appropriate allocation of the advisory fee paid to the Adviser and Sub-Adviser given the work performed by each firm. The Board also considered that VistaShares was acting as sponsor for the Fund and had agreed to assume the payment of any fund expenses above the level of the unitary fee. The Board considered that pursuant to these arrangements, if fund expenses, including a payment to the adviser of a certain amount, fall below the level of the unitary fee, the adviser would pay any remaining portion of the unitary fee to the sponsor out of its profits. The Board concluded that the proposed fees were reasonable in light of the services rendered.

 

The Board also considered that the sub-advisory fee is paid to the Sub-Adviser out of the Adviser’s unified fee and represents an arm’s-length negotiation between the Adviser and the Sub-Adviser. For these reasons, the Trustees determined that the profitability to the Sub-Adviser from their relationship with the Fund was not a material factor in their deliberations with respect to consideration of approval of the Sub-Advisory Agreement. The Board considered that, because these fees are paid by the Adviser out of its unified fee, any economies of scale would not benefit shareholders and, thus, were not relevant for the consideration of the approval of the sub-advisory fee.

 

Conclusion. No single factor was determinative to the decision of the Board. Based on the Board’s deliberations and its evaluation of the information described above and such other matters as were deemed relevant, the Board, including the Independent Trustees, unanimously: (a) concluded that the terms of each Agreement is fair and reasonable; (b) concluded that the Adviser’s and Sub-Adviser’s fees are reasonable in light of the services that the Adviser and Sub-Adviser will provide to the Fund; and (c) agreed to approve the Agreements for an initial term of two years.

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end investment companies.

 

 4

 

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

Not Applicable.

 

Item 16. Controls and Procedures.

 

(a)The Registrant’s President/Principal Executive Officer and Treasurer/Principal Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

Not applicable to open-end investment companies.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a) Not Applicable

 

(b) Not Applicable

 

Item 19. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not applicable

 

(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed. Not applicable.

 

(3) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(4) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

 5

 

 

(5) Change in the registrant’s independent public accountant. Provide the information called for by Item 4 of Form 8-K under the Exchange Act (17 CFR 249.308). Unless otherwise specified by Item 4, or related to and necessary for a complete understanding of information not previously disclosed, the information should relate to events occurring during the reporting period. Not applicable.

 

(b)Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Tidal Trust III  

 

By (Signature and Title)*   /s/ Eric W. Falkeis  
    Eric W. Falkeis, President/Principal Executive Officer

 

Date August 8, 2025  
     

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*   /s/ Eric W. Falkeis  
    Eric W. Falkeis, President/Principal Executive Officer

 

Date August 8, 2025  
     

  

By (Signature and Title)*   /s/ Aaron J. Perkovich  
    Aaron J. Perkovich, Treasurer/Principal Financial Officer

 

Date August 8, 2025  
     

  

 6