8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 19, 2023

ConvexityShares Trust

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41417	86-6789125
(Commission File Number)	(IRS Employer Identification No.)
7 Roszel Road, Suite 1A Princeton, New Jersey	08540
(Address of Principal Executive Offices)	(Zip Code)

(609) 897-7300

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of ConvexityShares Daily 1.5x SPIKES Futures ETF	SPKY	NYSE Arca, Inc.
Shares of ConvexityShares 1x SPIKES Futures ETF	SPKX	NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification of Rights to Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 19, 2023, ConvexityShares LLC (“ConvexityShares”) executed an amendment to the ConvexityShares Trust’s (the “Trust”) Declaration of Trust and Trust Agreement (“Declaration of Trust”), which amended certain provisions as follows:

1. The definition of “Event of Withdrawal” was revised to state that the sponsor’s actual withdrawal, and not the provision of notice of withdrawal, constitutes an Event of Withdrawal.

2. Section 4.2(a) was amended to clarify that each series within the Trust can issue, and has issued, units in accordance with the terms of the Declaration of Trust.

3. Section 5.12(a) was revised to change the notice period for a withdrawal of the sponsor from ninety days to thirty days.

4. Section 14.1(a) was revised to add that an Event of Withdrawal will not cause the dissolution of the Trust, if prior to the Event of Withdrawal, the Sponsor appoints a successor sponsor that agrees to carry on the business of the Trust.

A copy of the amendment to the Declaration of Trust is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Amendment No. 1 to the Declaration of Trust and Trust Agreement of Convexityshares Trust
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ConvexityShares Trust (Registrant)
	By:	ConvexityShares, LLC
		its Sponsor
	/s/ Simon Ho
Date: May 24, 2023	Simon Ho
	Interim Chief Executive Officer

2

EX-99.1

Exhibit 99.1

AMENDMENT NO. 1

TO THE

DECLARATION OF TRUST AND

TRUST AGREEMENT

OF

CONVEXITYSHARES TRUST

This Amendment Number 1 to the Declaration of Trust and Trust Agreement of ConvexityShares Trust (the “Trust”) amends, effective immediately, the Declaration of Trust and Trust Agreement of the Trust, dated April 12, 2021, between ConvexityShares, LLC (the “Sponsor”), a Delaware limited liability company, and Wilmington Trust, National Association, a national banking association, as trustee (the “Agreement”).

WHEREAS the Sponsor established the Trust with the Agreement; and

WHEREAS the Sponsor, acting pursuant to Section 12.1 of the Agreement, desires to make a permitted change to said Agreement without shareholder approval, to provide the Sponsor greater flexibility to protect Unitholders by appointing a successor Sponsor if an Event of Withdrawal occurs;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. The definition of “Event of Withdrawal” in ARTICLE I is hereby deleted and replaced in its entirety with the following:

“Event of Withdrawal” means the filing of a certificate of dissolution or cancellation of the Sponsor, the revocation of the Sponsor’s charter (and the expiration of 90 days after the date of notice to the Sponsor of revocation without a reinstatement of its charter), or the Sponsor’s voluntary withdrawal as Sponsor in accordance with Section 5.12(a) of this Trust Agreement.

2. Section 4.2(a) is hereby amended by adding the following at the end of the Section:

Each of ConvexityShares Daily 1.5x SPIKES Futures ETF and ConvexityShares 1x SPIKES Futures ETF is authorized to issue, and does issue, Units in accordance with this Agreement, and pursuant to the terms, conditions, policies and procedures set forth in each applicable Authorized Participant Agreement and the Registration Statement, and such issuance is ratified, confirmed and approved.

3. Section 5.12(a) is hereby amended by replacing it in its entirety with the following:

(a) The Sponsor may withdraw voluntarily as the Sponsor of the Trust only upon thirty (30) days’ prior notice to all Unitholders and the Trustee. If the Sponsor withdraws and a successor Sponsor is selected in accordance with Section 14.1(a)(iii), the withdrawing Sponsor shall pay all expenses as a result of its withdrawal.

4. Section 14.1(a) is hereby amended by replacing it in its entirety with the following:

(a) The occurrence of an Event of Withdrawal, unless (i) prior to the Event of Withdrawal, the Sponsor appoints a successor Sponsor that agrees to carry on the business of the Trust; (ii) at the time there is at least one remaining Sponsor and that remaining Sponsor carries on the business of the Trust or (iii) within ninety (90) days of such Event of Withdrawal, the affirmative vote or written consent of Unitholders in accordance with Section 9.2(d) or Section 12.3 of this Trust Agreement is obtained to continue the business of the Trust and to select, effective as of the date of such selection, one or more successor Sponsors.

Acting pursuant to Section 12.1, the undersigned, a duly authorized officer of the Sponsor, signs this Amendment by and on behalf of the Sponsor as of May 19, 2023.

CONVEXITYSHARES, LLC as Sponsor
By:	/s/ Simon Ho
	Name:	Simon Ho
	Title:	Interim Chief Executive Officer and President

XML

Cover	May 19, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 19, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41417
Entity Registrant Name	ConvexityShares Trust
Entity Central Index Key	0001817218
Entity Tax Identification Number	86-6789125
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7 Roszel Road
Entity Address, Address Line Two	Suite 1A
Entity Address, City or Town	Princeton
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08540
City Area Code	609
Local Phone Number	897-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Shares of ConvexityShares Daily 1.5x SPIKES Futures ETF
Title of 12(b) Security	Shares of ConvexityShares Daily 1.5x SPIKES Futures ETF
Trading Symbol	SPKY
Security Exchange Name	NYSEArca
Shares of ConvexityShares 1x SPIKES Futures ETF
Title of 12(b) Security	Shares of ConvexityShares 1x SPIKES Futures ETF
Trading Symbol	SPKX
Security Exchange Name	NYSEArca