Procure ETF Trust II

10/03/2024 | Press release | Distributed by Public on 10/03/2024 09:10

Prospectus by Investment Company - Form 497

Document
Filed pursuant to Rule 497(e)
1933 Act File No. 333-222463
1940 Act File No. 811-23323



Procure ETF Trust II

Procure Disaster Recovery Strategy ETF (FIXT)

Supplement to the Summary Prospectus, Prospectus and Statement of Additional Information ("SAI"), each dated February 15, 2024 and as supplemented and amended

ProcureAM, LLC ("Advisor"), the investment advisor to Procure Disaster Recovery Strategy ETF (the "Fund"), determined that the Fund should be closed. Based upon a recommendation by the Advisor, the Board of Trustees of Procure ETF Trust II (the "Trust") has approved a Plan of Liquidation for the Fund under which the Fund will be liquidated on or about October 24, 2024 (the "Liquidation Date"). The Liquidation Date may be changed without notice at the discretion of the officers of the Trust.

Beginning when the Fund commences the liquidation of its portfolio, the Fund will not pursue its investment objectives or, with certain exceptions, engage in normal business activities, and the Fund may hold cash and securities that may not be consistent with the Fund's investment objective and strategy, which may adversely affect Fund performance.

Suspension of Sales and Trading. Effective as of the close of business on October 17, 2024, the Fund will no longer accept orders for the purchase of Creation Units. It is expected that October 17, 2024 will be the Fund's last full day of trading on the Nasdaq Stock Market ("NASDAQ"). Based on this schedule, NASDAQ is expected to halt trading in shares of the Fund after the market close on October 17, 2024. During the period between market close on October 17, 2024 and the Liquidation Date, because the Fund's shares will no longer trade on NASDAQ, there can be no assurance that there will be a market for the purchase or sale of the Fund's shares.

Liquidation Process. In connection with the liquidation, any shares of the Fund outstanding on the Liquidation Date will be automatically redeemed as of the close of business on the Liquidation Date without the imposition of customary redemption transaction fees. The proceeds of any such redemption will be equal to the net asset value of such shares after the Fund has paid or provided for all of its charges, taxes, expenses and liabilities, including certain operational costs of liquidating and terminating the Fund. The distribution to shareholders of these liquidation proceeds will occur as soon as practicable and will be made to all Fund shareholders at the time of the liquidation. Additionally, the Fund must declare and distribute to shareholders any realized capital gains and all net investment income no later than the final liquidation distribution. The Advisor intends to distribute substantially all of the Fund's net investment income at the time of or prior to the liquidation. All administrative expenses associated with the liquidation and termination of the Fund will be borne bythe Advisor.



Other Alternatives. Shareholders of the Fund may sell their shares of the Fund on NASDAQ until the market close on October 17, 2024 and may incur customary transaction fees from their broker-dealer in connection with such sales. After the market closes on October 17, 2024 and priorto the Liquidation Date, Authorized Participants may continue to submit orders to the Fund for the redemption of Creation Units.

U.S. Federal Income Tax Matters. Although the liquidation is not expected to be a taxable event for the Fund, for taxable shareholders the automatic redemption of shares of the Fund on the Liquidation Date will generally be treated as a sale that may result in a gain or loss for federal income tax purposes. Instead of waiting until the Liquidation Date, a shareholder may voluntarily sell his or her shares on NASDAQ until the market close on October 17, 2024, and Authorized Participants may voluntarily redeem Creation Units prior to the Liquidation Date, to the extent that a shareholder wishes to realize any such gains or losses prior thereto. See "Dividends, Distributions, and Taxes" in the Prospectus. Shareholders should consult their tax advisers regarding the tax treatment of the liquidation.

Please retain this Supplement with your Summary Prospectus, Prospectus and SAI.
The date of this Supplement is October 2, 2024.