ProShares Trust II Files S-1 for Crypto Asset Securities
Ticker: UCO · Form: S-1 · Filed: Feb 13, 2025 · CIK: 1415311
Sentiment: neutral
Topics: S-1, registration-statement, crypto-assets, securities-offering
TL;DR
ProShares Trust II is filing an S-1, likely for new crypto-related products.
AI Summary
ProShares Trust II filed an S-1 registration statement on February 13, 2025, to register securities. The company, previously known as Commodities & Currencies Trust until October 16, 2007, is incorporated in Delaware and headquartered in Bethesda, Maryland. The filing indicates a focus on crypto assets, with a primary SIC code of 6221.
Why It Matters
This S-1 filing signals ProShares Trust II's intention to offer new securities, potentially related to crypto assets, to the public market.
Risk Assessment
Risk Level: medium — S-1 filings indicate a company is preparing to go public or issue new securities, which carries inherent market and regulatory risks.
Key Numbers
- 333-284921 — SEC File Number (Identifies this specific registration statement)
- 0001415311 — Central Index Key (Unique identifier for the filer)
Key Players & Entities
- ProShares Trust II (company) — Registrant
- Commodities & Currencies Trust (company) — Former company name
- February 13, 2025 (date) — Filing date
- October 16, 2007 (date) — Date of name change
- Delaware (location) — State of incorporation
- Bethesda, Maryland (location) — Principal executive offices
- 6221 (other) — Primary SIC code
- Todd B. Johnson (person) — Agent for service
- Erin Martin (person) — Copies to counsel
- Morgan, Lewis & Bockius LLP (company) — Counsel
FAQ
What specific crypto assets will the securities offered by ProShares Trust II be based on?
The filing does not specify the exact crypto assets, but the SIC code 6221 and the context of ProShares' business suggest a focus on digital assets.
What is the purpose of this S-1 filing for ProShares Trust II?
The purpose is to register securities under the Securities Act of 1933, indicating an intent to offer these securities to the public.
When was ProShares Trust II previously known by another name?
ProShares Trust II was formerly known as Commodities & Currencies Trust until October 16, 2007.
Where are ProShares Trust II's principal executive offices located?
The principal executive offices are located at 7272 Wisconsin Avenue, 21st Floor, Bethesda, Maryland 20814.
Who is listed as an agent for service for this filing?
Todd B. Johnson, c/o ProShare Capital Management LLC, is listed as the agent for service.
Filing Stats: 4,559 words · 18 min read · ~15 pages · Grade level 15.4 · Accepted 2025-02-13 17:24:27
Filing Documents
- d841231ds1.htm (S-1) — 4056KB
- d841231dex51.htm (EX-5.1) — 18KB
- d841231dex81.htm (EX-8.1) — 8KB
- d841231dex233.htm (EX-23.3) — 3KB
- d841231dexfilingfees.htm (EX-FILING FEES) — 49KB
- g841231g0213062127549.jpg (GRAPHIC) — 2KB
- g105924covproshare.jpg (GRAPHIC) — 5KB
- g105924pts12xvol43down.jpg (GRAPHIC) — 34KB
- g105924pts12xvol43flat.jpg (GRAPHIC) — 34KB
- g105924pts12xvol43up.jpg (GRAPHIC) — 32KB
- 0001193125-25-026199.txt ( ) — 4397KB
- d841231dexfilingfees_htm.xml (XML) — 5KB
RISK FACTORS
RISK FACTORS 13 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 52 DESCRIPTION OF EACH FUND'S BENCHMARK 53 DESCRIPTION OF THE MID-TERM VIX FUTURES FUND'S INDEX 53 The S&P 500 VIX Mid-Term Futures Index 53 Information about the Index Licensor 54 DESCRIPTION OF THE NATURAL GAS FUNDS' BENCHMARK 55 Bloomberg Natural Gas Subindex SM 55 Information About the Index Licensor 55 DESCRIPTION OF THE PRECIOUS METALS FUNDS' BENCHMARKS 56 Bloomberg Silver Subindex SM 56 Information About the Index Licensor 57 Bloomberg Gold Subindex SM 58 Information About the Index Licensor 58 DESCRIPTION OF THE CURRENCY FUNDS' BENCHMARKS 59 Euro 59 Japanese Yen 59 INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES 59 Investment Objectives 59 Principal Investment Strategies 61 PERFORMANCE OF THE OFFERED COMMODITY POOLS OPERATED BY THE COMMODITY POOL OPERATOR 70
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 81 CHARGES 81 Breakeven Table 81 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 85 Status of the Each Fund 86 U.S. Shareholders 87 -i- Page PART TWO GENERAL POOL DISCLOSURE PERFORMANCE OF THE OTHER COMMODITY POOLS OPERATED BY THE COMMODITY POOL OPERATOR 99
USE OF PROCEEDS
USE OF PROCEEDS 108 WHO MAY SUBSCRIBE 108 CREATION AND REDEMPTION OF SHARES 108 Creation Procedures 110 Redemption Procedures 111 Creation and Redemption Transaction Fee 112 Special Settlement 112 LITIGATION 112 DESCRIPTION OF THE SHARES; THE FUNDS; CERTAIN MATERIAL TERMS OF THE TRUST AGREEMENT 113 Description of the Shares 113 Principal Office; Location of Records; Fiscal Year 113 The Funds 114 The Trustee 114 The Sponsor 115 Duties of the Sponsor 117 118 Management; Voting by Shareholders 118 Recognition of the Trust and the Funds in Certain States 118 Possible Repayment of Distributions Received by Shareholders 119 Shares Freely Transferable 119 Book-Entry Form 119 Reports to Shareholders 119 Net Asset Value ("NAV") 119 Indicative Optimized Portfolio Value ("IOPV") 120 Termination Events 120 DISTRIBUTIONS 120 THE ADMINISTRATOR 121 THE CUSTODIAN 121 THE TRANSFER AGENT 121 THE DISTRIBUTOR 121 Description of SEI 121 THE SECURITIES DEPOSITORY; BOOK-ENTRY ONLY SYSTEM; GLOBAL SECURITY 122 SHARE SPLITS OR REVERSE SPLITS 123 CONFLICTS OF INTEREST 123 MATERIAL CONTRACTS 124 Administration and Accounting Agreement 124 Transfer Agency and Service Agreement 124 Custody Agreement 125 Distribution Agreement 125 PURCHASES BY EMPLOYEE BENEFIT PLANS 125 General 125 "Plan Assets" 126 Ineligible Purchasers 126 -ii- Page PLAN OF DISTRIBUTION 127 Buying and Selling Shares 127 Authorized Participants 127 Likelihood of Becoming a Statutory Underwriter 127 General 128 LEGAL MATTERS 128 EXPERTS 128 WHERE INVESTORS CAN FIND MORE INFORMATION 129 RECENT FINANCIAL INFORMATION AND ANNUAL REPORTS 129 PRIVACY POLICY 129 The Trust's Commitment to Investors 129 The Information the Trust Collects About Investors 129 How the Trust Ha