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[N-CSR] Teucrium 2x Long Daily XRP ETF Certified Shareholder Report

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The Spear Alpha ETF is an actively managed ETF seeking long-term capital growth from industrial technology innovation. The Fund held ~97.6% in common stocks and 2.4% in short-term investments as of June 30, 2025, with total investments showing a cost basis of $42,986,494. The Fund’s advisory fee (a unitary management fee) is 0.75% annually and no Rule 12b-1 fees are currently paid. Portfolio turnover for the year was 148%. Sector concentrations include Electronic Components–Semiconductors (23.1%) and Computer Software (21.6%). The auditor issued an unqualified opinion, and the Board approved continuation of the advisory agreement after reviewing performance, fees and operations.

Lo Spear Alpha ETF è un ETF a gestione attiva che punta alla crescita del capitale nel lungo periodo sfruttando l'innovazione nella tecnologia industriale. Al 30 giugno 2025 il Fondo deteneva circa il 97,6% in azioni ordinarie e 2,4% in investimenti a breve termine, con un costo storico degli investimenti pari a $42.986.494. La commissione di gestione del Fondo (una commissione unitaria) è del 0,75% annuo e attualmente non vengono versate commissioni ai sensi della Regola 12b-1. Il turnover del portafoglio nell'anno è stato del 148%. Le concentrazioni settoriali comprendono Componenti Elettronici–Semiconduttori (23,1%) e Software per Computer (21,6%). Il revisore ha rilasciato un parere senza rilievi e il Consiglio ha approvato la prosecuzione dell'accordo di consulenza dopo aver esaminato performance, commissioni e operatività.

El Spear Alpha ETF es un ETF gestionado activamente que busca la apreciación del capital a largo plazo mediante la innovación en tecnología industrial. Al 30 de junio de 2025, el Fondo mantenía aproximadamente el 97,6% en acciones ordinarias y 2,4% en inversiones a corto plazo, con una base de costo de las inversiones de $42.986.494. La comisión de asesoramiento del Fondo (una tarifa de gestión unitaria) es del 0,75% anual y actualmente no se pagan tarifas bajo la Regla 12b-1. La rotación de la cartera durante el año fue del 148%. Las concentraciones sectoriales incluyen Componentes Electrónicos–Semiconductores (23,1%) y Software Informático (21,6%). El auditor emitió una opinión sin salvedades, y la Junta aprobó la continuación del acuerdo de asesoramiento tras revisar el rendimiento, las comisiones y las operaciones.

스피어 알파 ETF는 산업 기술 혁신으로 인한 장기 자본 성장률을 추구하는 적극적 운용 ETF입니다. 2025년 6월 30일 기준으로 펀드는 약 97.6%를 보통주에, 2.4%를 단기 투자에 보유하고 있으며, 총투자액의 원가 기준은 $42,986,494입니다. 펀드의 자문 수수료(단일 관리 수수료)는 연 0.75%이며 현재 규칙 12b-1 수수료는 지급되지 않습니다. 연간 포트폴리오 회전율은 148%였습니다. 섹터별 집중도는 전자부품–반도체(23.1%)컴퓨터 소프트웨어(21.6%)를 포함합니다. 감사인은 무자격 한정의견(무조건적 의견)을 제시했으며, 이사회는 성과, 수수료 및 운영을 검토한 후 자문 계약의 지속을 승인했습니다.

Le Spear Alpha ETF est un ETF géré activement visant la croissance du capital à long terme grâce à l'innovation en technologies industrielles. Au 30 juin 2025, le Fonds détenait environ 97,6% en actions ordinaires et 2,4% en investissements à court terme, avec une base de coût des investissements de 42 986 494 $. Les frais de conseil du Fonds (une commission de gestion unique) s'élèvent à 0,75% par an et aucune commission au titre de la Rule 12b-1 n'est actuellement versée. Le taux de rotation du portefeuille pour l'année était de 148%. Les concentrations sectorielles comprennent Composants électroniques–Semi-conducteurs (23,1%) et Logiciels informatiques (21,6%). L'auditeur a émis une opinion sans réserve et le Conseil a approuvé la poursuite du contrat de conseil après avoir examiné les performances, les frais et les opérations.

Der Spear Alpha ETF ist ein aktiv verwalteter ETF, der langfristiges Kapitalwachstum durch Innovationen in der industriellen Technologie anstrebt. Zum 30. Juni 2025 hielt der Fonds ca. 97,6% in Stammaktien und 2,4% in kurzfristigen Anlagen, wobei die Gesamtinvestitionen eine Kostenbasis von $42.986.494 aufwiesen. Die Beratungsgebühr des Fonds (eine einheitliche Verwaltungsgebühr) beträgt 0,75% jährlich und derzeit werden keine Gebühren nach Rule 12b-1 gezahlt. Die Portfolio-Umschlagshäufigkeit für das Jahr lag bei 148%. Sektorkonzentrationen umfassen Elektronische Bauteile–Halbleiter (23,1%) und Computer-Software (21,6%). Der Abschlussprüfer erteilte einen uneingeschränkten Bestätigungsvermerk, und der Vorstand genehmigte nach Überprüfung von Performance, Gebühren und Betrieb die Fortführung des Beratungsvertrags.

Positive
  • Unqualified audit opinion on the Fund’s financial statements for the year ended June 30, 2025
  • Adviser pays most operating expenses under the unitary fee structure, simplifying expense allocation to shareholders
  • High equity allocation (97.6%) aligns with the Fund’s long‑term capital growth objective focused on industrial technology
Negative
  • High portfolio turnover (148%) which may increase transaction costs and tax consequences
  • Fund underperformed its Nasdaq Composite Total Return and S&P 500 Total Return for recent reported periods (as noted by the Board)
  • Concentrated sector weights (e.g., semiconductors 23.1%, software 21.6%) increase sector risk
  • No current economies of scale observed and fee is at or above median versus some peer group comparisons

Insights

TL;DR: High turnover and concentrated semiconductor/software exposure drive returns; fee is moderate, performance has lagged select benchmarks.

The Fund is heavily equity‑oriented (97.6%) with notable concentration in semiconductors and software. The Adviser charges a 0.75% unitary fee and absorbs most operating expenses, which simplifies expense attribution. A 148% portfolio turnover suggests active trading that may increase transaction costs and tax impacts for shareholders. The Board noted that the Fund underperformed the Nasdaq Composite and S&P 500 for recent periods but outperformed many selected peers over a three‑year span. The auditor rendered an unqualified opinion, supporting financial statement reliability.

TL;DR: Board performed prescribed oversight and reapproved the advisory agreement after reviewing materials and peer comparisons.

The Board followed a documented process: requested adviser materials, held meetings with adviser representatives, reviewed comparative performance and fee data, assessed adviser compliance and operational capabilities, and met in executive session. The Board concluded the agreement’s terms were fair and reasonable and will continue monitoring economies of scale as the Fund grows. No disagreements with auditors or shareholder votes were reported in the period covered.

Lo Spear Alpha ETF è un ETF a gestione attiva che punta alla crescita del capitale nel lungo periodo sfruttando l'innovazione nella tecnologia industriale. Al 30 giugno 2025 il Fondo deteneva circa il 97,6% in azioni ordinarie e 2,4% in investimenti a breve termine, con un costo storico degli investimenti pari a $42.986.494. La commissione di gestione del Fondo (una commissione unitaria) è del 0,75% annuo e attualmente non vengono versate commissioni ai sensi della Regola 12b-1. Il turnover del portafoglio nell'anno è stato del 148%. Le concentrazioni settoriali comprendono Componenti Elettronici–Semiconduttori (23,1%) e Software per Computer (21,6%). Il revisore ha rilasciato un parere senza rilievi e il Consiglio ha approvato la prosecuzione dell'accordo di consulenza dopo aver esaminato performance, commissioni e operatività.

El Spear Alpha ETF es un ETF gestionado activamente que busca la apreciación del capital a largo plazo mediante la innovación en tecnología industrial. Al 30 de junio de 2025, el Fondo mantenía aproximadamente el 97,6% en acciones ordinarias y 2,4% en inversiones a corto plazo, con una base de costo de las inversiones de $42.986.494. La comisión de asesoramiento del Fondo (una tarifa de gestión unitaria) es del 0,75% anual y actualmente no se pagan tarifas bajo la Regla 12b-1. La rotación de la cartera durante el año fue del 148%. Las concentraciones sectoriales incluyen Componentes Electrónicos–Semiconductores (23,1%) y Software Informático (21,6%). El auditor emitió una opinión sin salvedades, y la Junta aprobó la continuación del acuerdo de asesoramiento tras revisar el rendimiento, las comisiones y las operaciones.

스피어 알파 ETF는 산업 기술 혁신으로 인한 장기 자본 성장률을 추구하는 적극적 운용 ETF입니다. 2025년 6월 30일 기준으로 펀드는 약 97.6%를 보통주에, 2.4%를 단기 투자에 보유하고 있으며, 총투자액의 원가 기준은 $42,986,494입니다. 펀드의 자문 수수료(단일 관리 수수료)는 연 0.75%이며 현재 규칙 12b-1 수수료는 지급되지 않습니다. 연간 포트폴리오 회전율은 148%였습니다. 섹터별 집중도는 전자부품–반도체(23.1%)컴퓨터 소프트웨어(21.6%)를 포함합니다. 감사인은 무자격 한정의견(무조건적 의견)을 제시했으며, 이사회는 성과, 수수료 및 운영을 검토한 후 자문 계약의 지속을 승인했습니다.

Le Spear Alpha ETF est un ETF géré activement visant la croissance du capital à long terme grâce à l'innovation en technologies industrielles. Au 30 juin 2025, le Fonds détenait environ 97,6% en actions ordinaires et 2,4% en investissements à court terme, avec une base de coût des investissements de 42 986 494 $. Les frais de conseil du Fonds (une commission de gestion unique) s'élèvent à 0,75% par an et aucune commission au titre de la Rule 12b-1 n'est actuellement versée. Le taux de rotation du portefeuille pour l'année était de 148%. Les concentrations sectorielles comprennent Composants électroniques–Semi-conducteurs (23,1%) et Logiciels informatiques (21,6%). L'auditeur a émis une opinion sans réserve et le Conseil a approuvé la poursuite du contrat de conseil après avoir examiné les performances, les frais et les opérations.

Der Spear Alpha ETF ist ein aktiv verwalteter ETF, der langfristiges Kapitalwachstum durch Innovationen in der industriellen Technologie anstrebt. Zum 30. Juni 2025 hielt der Fonds ca. 97,6% in Stammaktien und 2,4% in kurzfristigen Anlagen, wobei die Gesamtinvestitionen eine Kostenbasis von $42.986.494 aufwiesen. Die Beratungsgebühr des Fonds (eine einheitliche Verwaltungsgebühr) beträgt 0,75% jährlich und derzeit werden keine Gebühren nach Rule 12b-1 gezahlt. Die Portfolio-Umschlagshäufigkeit für das Jahr lag bei 148%. Sektorkonzentrationen umfassen Elektronische Bauteile–Halbleiter (23,1%) und Computer-Software (21,6%). Der Abschlussprüfer erteilte einen uneingeschränkten Bestätigungsvermerk, und der Vorstand genehmigte nach Überprüfung von Performance, Gebühren und Betrieb die Fortführung des Beratungsvertrags.

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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 811-23226

 

Listed Funds Trust
(Exact name of registrant as specified in charter)

 

615 East Michigan Street

Milwaukee, WI 53202
(Address of principal executive offices) (Zip code)

 

Kacie G. Briody, President

Listed Funds Trust

c/o U.S. Bancorp Fund Services, LLC

777 East Wisconsin Avenue, 6th Floor

Milwaukee, WI 53202

(Name and address of agent for service)

 

(414) 403-6135

Registrant’s telephone number, including area code

 

Date of fiscal year end: June 30

Date of reporting period: June 30, 2025

 
 

 

Item 1. Reports to Stockholders.

 

(a)  
image
Spear Alpha ETF
image
SPRX(Principal U.S. Listing Exchange: NASDAQ )
Annual Shareholder Report | June 30, 2025
This annual shareholder report contains important information about the Spear Alpha ETF for the period of July 1, 2024, to June 30, 2025. You can find additional information about the Fund at https://spear-funds.com/. You can also request this information by contacting us at 1-800-617-0004.
This report describes changes to the Fund that occurred during the reporting period.
WHAT WERE THE FUND COSTS FOR THE PAST YEAR? (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
Spear Alpha ETF
$85
0.75%
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
 
The Fund was up 25.84% over the past year, outperforming the S&P 500® Total Return Index by 10.68% and the NASDAQ  Composite Total Return Index by 10.16%.
 
The impact of Artificial Intelligence (AI) broadened out from the hardware layer to other areas such as software infrastructure and cybersecurity, which positively impacted the Fund’s performance.
 
We are on the cusp of a new investment cycle in AI infrastructure driven by a technological transition from the first generation of AI hardware to a more complex second generation, which requires completely new data centers and associated infrastructure (power generation, networking, etc.).
 
HOW DID THE FUND PERFORM SINCE INCEPTION?*
The $10,000 chart reflects a hypothetical $10,000 investment in the Fund. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, management fees, were deducted.
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
image
ANNUAL AVERAGE TOTAL RETURN (%)
 
1 Year
Since Inception
(08/03/2021)
Spear Alpha ETF NAV
25.84
10.66
S&P 500® Total Return Index
15.16
10.71
NASDAQ Composite Total Return Index
15.68
9.44
Visit https://spear-funds.com/ for more recent performance information.
* The Fund’s past performance is not a good predictor of the Fund’s future performance. The returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
Spear Alpha ETF  PAGE 1  TSR-AR-53656F383

 
KEY FUND STATISTICS (as of June 30, 2025)
Net Assets
$60,745,210
Number of Holdings
25
Net Advisory Fee
$399,487
Portfolio Turnover
148%
Visit https://spear-funds.com/ for more recent performance information.
WHAT DID THE FUND INVEST IN? (as of June 30, 2025)
Top Sectors
(%)
Technology
64.4%
Communications
13.0%
Utilities
10.1%
Industrial
10.1%
Basic Materials
0.0%
Cash & Other
2.4%
Top 10 Issuers
(%)
NVIDIA Corp.
12.2%
Cloudflare, Inc.
10.2%
Astera Labs, Inc.
7.9%
Marvell Technology, Inc.
7.0%
GE Vernova, Inc.
5.7%
IonQ, Inc.
5.2%
Vistra Corp.
5.2%
Constellation Energy Corp.
4.9%
Snowflake, Inc.
4.9%
Zscaler, Inc.
4.7%
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://spear-funds.com/.
Distributed by Forside Fund Services.  
HOUSEHOLDING
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). If you would prefer that your Spear Advisors, LLC documents not be householded, please contact Spear Advisors, LLC at 1-800-617-0004, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Spear Advisors, LLC or your financial intermediary.
Spear Alpha ETF  PAGE 2  TSR-AR-53656F383
1000069519223118031485310000867610376129241488410000752294881229714225

 
(b) Not applicable.

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

A copy of the registrant’s Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. John Jacobs is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “Other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

 

  FYE 6/30/2025 FYE 6/30/2024
(a) Audit Fees $15,600 $14,850
(b) Audit-Related Fees $0 $0
(c) Tax Fees $3,425 $3,250
(d) All Other Fees $0 $0

 

(e)(1) The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

(e)(2) The percentage of fees billed by Cohen & Co applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

 

  FYE 6/30/2025 FYE 6/30/2024
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

(f) N/A

 

(g) The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two years.

 

Non-Audit Related Fees FYE 6/30/2025 FYE 6/30/2024
Registrant N/A N/A
Registrant’s Investment Adviser N/A N/A

 

(h) The audit committee of the board of trustees/directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

 

The registrant has not been identified by the U.S. Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position taken by an authority in that jurisdiction.

 

The registrant is not a foreign issuer.

 

Item 5. Audit Committee of Listed Registrants.

 

(a) The registrant is an issuer as defined in Rule 10A-3 under the Securities Exchange Act of 1934, (the “Act”) and has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Act. The committee consists of the independent members of the entire Board.

 

(b) Not applicable.

 

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)  

 


Spear Alpha ETF
(SPRX)
Annual Financial Statements & Additional Information
June 30, 2025

TABLE OF CONTENTS
 
Page
Schedule of Investments
1
Statement of Assets and Liabilities
3
Statement of Operations
4
Statements of Changes in Net Assets
5
Financial Highlights
6
Notes to Financial Statements
7
Report of Independent Registered Public Accounting Firm
13
Board Consideration and Approval of Continuation of Advisory Agreement (Unaudited)
14
Additional Information (Unaudited)
16

TABLE OF CONTENTS

Spear Alpha ETF
Schedule of Investments
June 30, 2025
 
Shares
Value
COMMON STOCKS - 97.6%
Applications Software - 1.9%
Confluent, Inc. - Class A(a)
25,355
$632,100
Gitlab, Inc. - Class A(a)
12,200
550,342
1,182,442
Computer Data Security - 6.1%
Crowdstrike Holdings, Inc. - Class A(a)
1,580
804,710
Zscaler, Inc.(a)
9,184
2,883,225
3,687,935
Computer Software - 21.6%
Cloudflare, Inc. - Class A(a)
31,547
6,177,849
Datadog, Inc. - Class A(a)
5,494
738,009
IonQ, Inc.(a)
73,901
3,175,526
SentinelOne, Inc. - Class A(a)
5,461
99,827
Snowflake, Inc. - Class A(a)
13,208
2,955,554
13,146,765
Computers - 3.9%
Rigetti Computing, Inc.(a)
202,469
2,401,282
Electric-Generation - 4.9%
Constellation Energy Corp.
9,208
2,971,974
Electronic Components-Semiconductors - 23.1%
Advanced Micro Devices, Inc.(a)
16,768
2,379,379
Marvell Technology, Inc.
54,562
4,223,099
NVIDIA Corp.
46,958
7,418,895
14,021,373
Independent Power Producer - 5.2%
Vistra Corp.
16,368
3,172,282
Internet Application Software - 2.2%
Shopify, Inc. - Class A(a)
11,620
1,340,367
Internet Security - 0.2%
Palo Alto Networks, Inc.(a)
502
102,729
Lasers-Systems-Components - 4.4%
Coherent Corp.(a)
29,762
2,655,068
Machinery-Electric Utilities - 5.7%
GE Vernova, Inc.
6,534
3,457,466
Metal-Diversified - 0.0%(b)
Rio Tinto PLC - ADR
8
467
Networking Products - 4.5%
Arista Networks, Inc.(a)
26,530
2,714,284
The accompanying notes are an integral part of these financial statements.
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Spear Alpha ETF
Schedule of Investments
June 30, 2025(Continued)
 
Shares
Value
COMMON STOCKS - (Continued)
Semiconductor Equipment - 7.8%
Astera Labs, Inc.(a)
52,768
$4,771,282
Telecommunication Equipment - 6.1%
Ciena Corp.(a)
22,723
1,848,062
Credo Technology Group Holding Ltd.(a)
19,917
1,844,115
3,692,177
TOTAL COMMON STOCKS
(Cost $41,529,440)
59,317,893
SHORT-TERM INVESTMENTS - 2.4%
Money Market Funds - 2.4%
First American Government Obligations Fund - Class X, 4.25%(c)
1,457,054
1,457,054
TOTAL SHORT-TERM INVESTMENTS
(Cost $1,457,054)
1,457,054
TOTAL INVESTMENTS - 100.0%
(Cost $42,986,494)
$60,774,947
Other Liabilities in Excess of Other Assets - (0.0)%(b)
(29,737)
TOTAL NET ASSETS - 100.0%
$60,745,210
Percentages are stated as a percent of net assets.
ADR - American Depositary Receipt
PLC - Public Limited Company
(a)
Non-income producing security.
(b)
Represents less than 0.05% of net assets.
(c)
The rate shown represents the 7-day annualized effective yield as of June 30, 2025.
 
Level 1
Level 2
Level 3
Total
Assets:
Investments:
Common Stocks
$59,317,893
$
$
$59,317,893
Money Market Funds
1,457,054
1,457,054
Total Investments
$60,774,947
$
$
$60,774,947
Refer to the Schedule of Investments for further disaggregation of investment categories.
The accompanying notes are an integral part of these financial statements.
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Spear Alpha ETF
Statement of Assets and Liabilities
June 30, 2025
ASSETS:
Investments, at value
$60,774,947
Interest receivable
5,048
Dividends receivable
475
Total assets
60,780,470
LIABILITIES:
Payable to adviser
35,260
Total liabilities
35,260
NET ASSETS
$60,745,210
Net Assets Consists of:
Paid-in capital
$54,470,316
Total distributable earnings
6,274,894
Total net assets
$60,745,210
Net assets
$60,745,210
Shares issued and outstanding(a)
2,050,000
Net asset value per share
$29.63
Cost:
Investments, at cost
$42,986,494
(a)
Unlimited shares authorized without par value.
The accompanying notes are an integral part of these financial statements.
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Spear Alpha ETF
Statement of Operations
For the Year Ended June 30, 2025
INVESTMENT INCOME:
Dividend income
$76,331
Less: Dividend withholding taxes
(1,238)
Interest income
25,714
Total investment income
100,807
EXPENSES:
Investment advisory fee
399,487
Total expenses
399,487
Net investment loss
(298,680)
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss from:
Investments
(4,019,304)
Net realized loss
(4,019,304)
Net change in unrealized appreciation (depreciation) on:
Investments
16,875,538
Net change in unrealized appreciation (depreciation)
16,875,538
Net realized and unrealized gain
12,856,234
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$12,557,554
The accompanying notes are an integral part of these financial statements.
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Spear Alpha ETF
Statements of Changes in Net Assets
 
Year Ended June 30,
 
2025
2024
OPERATIONS:
Net investment loss
$(298,680)
$(187,120)
Net realized gain (loss)
(4,019,304)
3,529,499
Net change in unrealized appreciation (depreciation)
16,875,538
45,484
Net increase in net assets from operations
12,557,554
3,387,863
CAPITAL TRANSACTIONS:
Creations
5,116,913
80,644,765
Redemptions
(25,804,588)
(23,897,645)
Net increase (decrease) in net assets from capital transactions
(20,687,675)
56,747,120
Net increase (decrease) in net assets
(8,130,121)
60,134,983
NET ASSETS:
Beginning of the year
68,875,331
8,740,348
End of the year
$60,745,210
$68,875,331
SHARES TRANSACTIONS
Creations
225,000
3,475,000
Redemptions
(1,100,000)
(1,025,000)
Total increase (decrease) in shares outstanding
(875,000)
2,450,000
The accompanying notes are an integral part of these financial statements.
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Spear Alpha ETF
Financial Highlights
 
Year Ended June 30,
Period Ended
June 30, 2022(a)
 
2025
2024
2023
PER SHARE DATA:
Net asset value, beginning of period
$23.55
$18.40
$13.86
$20.00
INVESTMENT OPERATIONS:
Net investment loss(b)
(0.14)
(0.11)
(0.05)
(0.10)
Net realized and unrealized gain (loss) on investments(c)
6.22
5.26
4.59
(5.99)
Total from investment operations
6.08
5.15
4.54
(6.09)
LESS DISTRIBUTIONS FROM:
Net realized gains
(0.05)
Total distributions
(0.05)
Net asset value, end of period
$29.63
$23.55
$18.40
$13.86
Total return(d)
25.84%
27.97%
32.76%
−30.53%
SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (in thousands)
$60,745
$68,875
$8,740
$3,118
Ratio of expenses to average net assets(e)
0.75%
0.75%
0.75%
0.75%
Ratio of net investment loss to average net assets(e)
(0.56)%
(0.51)%
(0.34)%
(0.56)%
Portfolio turnover rate(d)(f)
148%
107%
209%
262%
(a)
Inception date of the Fund was August 3, 2021.
(b)
Net investment loss 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 periods, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the periods.
(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.
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Spear Alpha ETF
Notes to Financial Statements
June 30, 2025
1. ORGANIZATION
Spear Alpha ETF (the “Fund”) is a non-diversified series of Listed Funds Trust (the “Trust”), formerly Active Weighting Funds ETF Trust. The Trust was organized as a Delaware statutory trust on August 26, 2016, under a Declaration of Trust amended on December 21, 2018 and is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Fund is an actively-managed exchange-traded fund (“ETF”) that seeks long-term capital growth by investing in securities poised to benefit from breakthrough innovation in industrial technology.
2. SIGNIFICANT ACCOUNTING POLICIES
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 (“ASC”) Topic 946, Financial Services – Investment Companies. The Fund prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and follows the significant accounting policies described below.
Use of Estimates. The preparation of the 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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.
Share Transactions. The net asset value (“NAV”) per share of the Fund will be equal to the Fund’s total assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the New York Stock Exchange (“NYSE”) is open for trading.
Fair Value Measurement. In calculating the NAV, the Fund’s exchange-traded equity securities will be valued at fair value, which will generally be determined using the last reported official closing or last trading price on the exchange or market on which the security is primarily traded at the time of valuation. Such valuations are typically categorized as Level 1 in the fair value hierarchy described below.
Securities listed on the NASDAQ Stock Market, Inc. are generally valued at the NASDAQ official closing price.
The valuation of the Fund’s investments is performed in accordance with the principles found in Rule 2a-5 of the 1940 Act. The Board of Trustees of the Trust (the “Board” or “Trustees”) has designated a fair valuation committee at the Adviser as the valuation designee of the Fund. In its capacity as valuation designee, Spear Advisors, LLC (“Spear Advisors” or the “Adviser”) has adopted procedures and methodologies to fair value the Fund’s investments whose market prices are not “readily available” or are deemed to be unreliable. The circumstances in which a security may be fair valued include, among others: the occurrence of events that are significant to a particular issuer, such as mergers, restructurings or defaults; the occurrence of events that are significant to an entire market, such as natural disasters in a particular region or government actions; trading restrictions on securities; thinly traded securities; and market events such as trading halts and early market closings. Due to the inherent uncertainty of valuations, fair values may differ significantly from the values that would have been used had an active market existed. Fair valuation could result in a different NAV than a NAV determined by using market quotations. Such valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy described below.
Money market funds are valued at NAV. If NAV is not readily available the securities will be valued at fair value.
An amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity, unless the Adviser determines in good faith that such method does not represent fair value.
FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and requires disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or liability, when a transaction is not orderly, and how that information must be incorporated
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Spear Alpha ETF
Notes to Financial Statements
June 30, 2025(Continued)
into fair value measurements. Under ASC 820, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the following hierarchy:
Level 1 –
Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
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 securities, 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 fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). See the Schedule of Investments for a summary of the valuations as of June 30, 2025, for the Fund based upon the three levels described above.
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.
All other securities and investments for which market values are not readily available, including restricted securities, and those securities for which it is inappropriate to determine prices in accordance with the aforementioned procedures, are valued at fair value as determined in good faith under procedures adopted by the Board, although the actual calculations may be done by others. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange- traded securities), analysis of the issuer’s financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances.
Security Transactions. Investment transactions are recorded as of the date that the securities are purchased or sold (trade date). Realized gains and losses from the sale or disposition of securities are calculated based on the specific identification basis.
Investment Income. Dividend income is recognized on the ex-dividend date. Interest income is accrued daily. Withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations.
Tax Information, Dividends and Distributions to Shareholders and Uncertain Tax Positions. The Fund is treated as a separate entity for Federal income tax purposes. The Fund intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). To qualify and remain eligible for the special tax treatment accorded to RICs, the Fund must meet certain annual income and quarterly asset diversification requirements and must distribute annually at least 90% of the sum of (i) its investment company taxable income (which includes dividends, interest and net short-term capital gains) and (ii) certain net tax-exempt income, if any. If so qualified, the Fund will not be subject to Federal income tax.
Distributions to shareholders are recorded on the ex-dividend date. The Fund generally pays out dividends from net investment income, if any, at least annually, and distributes its net capital gains, if any, to shareholders at least annually. The Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. The amount of dividends and distributions from net investment income and net realized capital gains are determined in accordance with Federal income tax regulations which may differ from U.S. GAAP. These “book/tax” differences are either considered temporary or permanent in nature. To the extent these differences are permanent in
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Spear Alpha ETF
Notes to Financial Statements
June 30, 2025(Continued)
nature, such amounts are reclassified within the components of net assets based on their Federal tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed earnings and profit for tax purposes are reported as a tax return of capital.
Management evaluates the Fund’s tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. Interest and penalties related to income taxes would be recorded as income tax expense. The Fund’s Federal income tax returns are subject to examination by the Internal Revenue Service (the “IRS”) for a period of three fiscal years after they are filed. State and local tax returns may be subject to examination for an additional fiscal year depending on the jurisdiction. As of June 30, 2025, the Fund’s fiscal year end, the Fund had no material uncertain tax positions and did not have a liability for any unrecognized tax benefits. As of June 30, 2025, the Fund’s fiscal year end, the Fund had no examination in progress and management is not aware of any tax positions for which it is reasonably possible that the amounts of unrecognized tax benefits will significantly change in the next twelve months.
The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. The Fund recognized no interest or penalties related to uncertain tax benefits in the 2025 fiscal year. At June 30, 2025, the Fund’s fiscal year end, the tax periods for the prior three years are open to examination in the Fund’s major tax jurisdiction.
Indemnification. In the normal course of business, the Fund expects to enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these anticipated 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.
3. INVESTMENT ADVISORY AND OTHER AGREEMENTS
Investment Advisory Agreement. The Trust has entered into an Investment Advisory Agreement (the “Advisory Agreement”) with the Adviser. Under the Advisory Agreement, the Adviser provides a continuous investment program for the Fund’s assets in accordance with its investment objectives, policies and limitations, and oversees the day-to-day operations of the Fund subject to the supervision of the Board, including the Trustees who are not “interested persons” of the Trust as defined in the 1940 Act.
Pursuant to the Advisory Agreement between the Trust, on behalf of the Fund, and Spear Advisors, the Fund pays a unified management fee to the Adviser, which is calculated daily and paid monthly, at an annual rate of 0.75% of the Fund’s average daily net assets. Spear Advisors has agreed to pay all expenses of the Fund except the fee paid to Spear Advisors under the Advisory Agreement, 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, and distribution (12b-1) fees and expenses (if any).
Distribution Agreement and 12b-1 Plan. Foreside Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (dba ACA Group) (the “Distributor”) serves as the Fund’s distributor pursuant to a Distribution Services Agreement. The Distributor receives compensation for the statutory underwriting services it provides to the Fund. The Distributor enters into agreements with certain broker-dealers and others that will allow those parties to be “Authorized Participants” and to subscribe for and redeem shares of the Fund. The Distributor will not distribute shares in less than whole Creation Units and does not maintain a secondary market in shares.
The Board has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Plan”). In accordance with the Rule 12b-1 Plan, the Fund is authorized to pay an amount up to 0.25% of the Fund’s average daily net assets each year for certain distribution-related activities. As authorized by the Board, 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, they will be paid out of the Fund’s assets. The Adviser and its affiliates may, out of their own resources, pay amounts to third parties for distribution or marketing services on behalf of the Fund.
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Spear Alpha ETF
Notes to Financial Statements
June 30, 2025(Continued)
Administrator, Custodian and Transfer Agent. U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services” or “Administrator”) serves as administrator, transfer agent and fund accountant of the Fund pursuant to a Fund Servicing Agreement. U.S. Bank N.A. (the “Custodian”), an affiliate of Fund Services, serves as the Fund’s custodian pursuant to a Custody Agreement. Under the terms of these agreements, the Adviser pays the Fund’s administrative, custody and transfer agency fees.
A Trustee and all officers of the Trust are affiliated with the Administrator and the Custodian.
4. CREATION AND REDEMPTION TRANSACTIONS
Shares of the Fund are listed and traded on the Nasdaq Stock Market, LLC. The Fund issues and redeems shares on a continuous basis at NAV only in large blocks of shares called “Creation Units.” Creation Units are to be issued and redeemed principally in kind for a basket of securities and a balancing cash amount. Shares generally will trade in the secondary market in amounts less than a Creation Unit at market prices that change throughout the day. Market prices for the shares may be different from their NAV. The NAV is determined as of the close of trading (generally, 4:00 p.m. Eastern Time) on each day the NYSE is open for trading. The NAV of the shares of the Fund will be equal to the Fund’s total assets minus the Fund’s total liabilities divided by the total number of shares outstanding. The NAV that is published will be rounded to the nearest cent; however, for purposes of determining the price of Creation Units, the NAV will be calculated to four decimal places.
Creation Unit Transaction Fee. Authorized Participants may be required to pay to the Custodian a fixed transaction fee (the “Creation Unit Transaction Fee”) in connection with the issuance or redemption of Creation Units. The standard Creation Unit Transaction Fee will be the same regardless of the number of Creation Units purchased by an investor on the applicable business day. The Creation Unit Transaction Fee charged by the Fund for each creation order is $300.
An additional variable fee of up to a maximum of 2% of the value of the Creation Units subject to the transaction may be imposed for (1) creations effected outside the Clearing Process and (2) creations made in an all cash amount (to offset the Trust’s brokerage and other transaction costs associated with using cash to purchase the requisite Deposit Securities). Investors are responsible for the costs of transferring the securities constituting the Deposit Securities to the account of the Trust. The Fund may determine to not charge a variable fee on certain orders when the Adviser has determined that doing so is in the best interests of Fund shareholders. Variable fees, if any, received by the Fund are displayed in the Capital Share Transactions section on the Statements of Changes in Net Assets.
Only “Authorized Participants” may purchase or redeem shares directly from the Fund. An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement System of National Securities Clearing Corporation or (ii) a DTC participant and, in each case, must have executed a Participant Agreement with the Distributor. Most retail investors will not qualify as Authorized Participants or have the resources to buy and sell whole Creation Units. Therefore, they will be unable to purchase or redeem the shares directly from the Fund. Rather, most retail investors will purchase shares in the secondary market with the assistance of a broker and will be subject to customary brokerage commissions or fees. Securities received or delivered in connection with in-kind creates and redeems are valued as of the close of business on the effective date of the creation or redemption.
A Creation Unit will generally not be issued until the transfer of good title of the deposit securities to the Fund and the payment of any cash amounts have been completed. To the extent contemplated by the applicable participant agreement, Creation Units of the Fund will be issued to such authorized participant notwithstanding the fact that the Fund’s deposits have not been received in part or in whole, in reliance on the undertaking of the authorized participant to deliver the missing deposit securities as soon as possible. If the Fund or its agents do not receive all of the deposit securities, or the required cash amounts, by such time, then the order may be deemed rejected and the authorized participant shall be liable to the Fund for losses, if any.
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Spear Alpha ETF
Notes to Financial Statements
June 30, 2025(Continued)
5. FEDERAL INCOME TAX
There were no distributions paid for the fiscal years ended June 30, 2025 and June 30, 2024.
At June 30, 2025, the Fund’s fiscal year end, the components of distributable earnings (accumulated losses) and cost of investments on a tax basis, including the adjustments for financial reporting purposes as of the most recently completed Federal income tax reporting year, were as follows:
Federal Tax Cost of Investments.
$43,302,684
Gross Tax Unrealized Appreciation.
$19,467,925
Gross Tax Unrealized Depreciation.
(1,995,662)
Net Tax Unrealized Appreciation (Depreciation).
17,472,263
Other Accumulated Gain (Loss).
(11,197,369)
Total Distributable Earnings/(Accumulated Losses)
$6,274,894
The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales.
Under current tax law, net capital losses realized after October 31 and net ordinary losses incurred after December 31 may be deferred and treated as occurring on the first day of the following fiscal year. The Fund’s carryforward losses, late year losses and post-October losses are determined only at the end of each fiscal year. At June 30, 2025, the Fund deferred the following late-year ordinary losses:
 
Post-October
Losses Deferred
Late Year
Losses Deferred
Spear Alpha ETF.
$   —
$(145,110)
At June 30, 2025, the Fund had carryforward losses which will be carried forward indefinitely to offset future realized capital gains as follows:
 
Indefinite
Short-Term
Capital Loss
Carryover
Indefinite
Long-Term
Capital Loss
Carryover
Capital Loss
Carryover
Utilized
Spear Alpha ETF.
$(10,517,988)
$(534,271)
$  —
U.S. GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV per share. The permanent differences primarily relate to redemptions in-kind and net operating losses. For the year ended June 30, 2025, the following reclassifications were made for permanent tax differences on the Statement of Assets and Liabilities.
 
Total
Distributable
Earnings
Paid-In
Capital
Spear Alpha ETF.
$(2,504,930)
$2,504,930
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Spear Alpha ETF
Notes to Financial Statements
June 30, 2025(Continued)
6. INVESTMENT TRANSACTIONS
During the year ended June 30, 2025, the Fund realized net capital gains resulting from in-kind redemptions, in which shareholders exchanged Fund shares for securities held by the Fund rather than for cash. Because such gains are not taxable to the Fund, and are not distributed to shareholders, they have been reclassified from total distributable earnings (accumulated losses) to paid in-capital. The amount of realized gains and losses from in-kind redemptions included in realized gain/(loss) on investments in the Statement of Operations is as follows:
 
Realized Gains
Realized Losses
Spear Alpha ETF.
$4,261,519
$(785,652)
Purchases and sales of investments (excluding short-term investments), creations in-kind and redemptions in-kind for the year ended June 30, 2025, were as follows:
 
Purchases
Sales
Creations
In-Kind
Redemptions
In-Kind
Spear Alpha ETF.
$77,758,266
$78,350,051
$4,974,089
$25,718,006
7. PRINCIPAL RISKS
As with all ETFs, shareholders of the Fund are subject to the risk that their investment could lose money. The Fund is subject to the principal risks, any of which may adversely affect the Fund’s NAV, trading price, yield, total return and ability to meet its investment objective.
A complete description of principal risks is included in the prospectus under the heading ‘’Principal Investment Risks”.
8. NEW ACCOUNTING PRONOUNCEMENTS
Management has evaluated the impact of adopting ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures with respect to the financial statements and disclosures and determined there is no material impact for the Fund. The Fund operates as a single segment entity. The Fund’s income, expenses, assets, and performance are regularly monitored and assessed by the Adviser, who serves as the chief operating decision maker, using the information presented in the financial statements and financial highlights.
9. SUBSEQUENT EVENTS
Management has evaluated the Fund’s related events and transactions that occurred subsequent to June 30, 2025, through the date of issuance of the Funds’ financial statements. Management has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
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SPEAR ALPHA ETF
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders of Spear Alpha ETF and
Board of Trustees of Listed Funds Trust
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Spear Alpha ETF (the “Fund”), a series of Listed Funds Trust, as of June 30, 2025, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended and for the period from August 3, 2021 (commencement of operations) through June 30, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of June 30, 2025, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended and for the period from August 3, 2021 (commencement of operations) through June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2025, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund’s auditor since 2021.

COHEN & COMPANY, LTD.
Philadelphia, Pennsylvania
August 28, 2025
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SPEAR ALPHA ETF
BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AGREEMENT
(Unaudited)
At meetings held on May 29, 2025 (the “May Meeting”) and June 10 and 11, 2025 (the “June Meeting” and together with the May Meeting, the “Meetings”), the Board of Trustees (the “Board”) of Listed Funds Trust (the “Trust”), including those trustees who are not “interested persons” of the Trust, as defined in the Investment Company Act of 1940 (the “1940 Act”) (the “Independent Trustees”), considered the approval of the continuation of the advisory agreement (the “Agreement”) between Spear Advisors LLC (the “Adviser”) and the Trust, on behalf of Spear Alpha ETF (the “Fund”).
Pursuant to Section 15 of the 1940 Act, the continuation of the Agreement after its initial two-year term must be approved annually by: (i) the vote of the Board or shareholders of the Fund and (ii) the vote of a majority of the Independent Trustees cast at a meeting called for the purpose of voting on such approval. As discussed in greater detail below, in preparation for the Meetings, the Board requested from, and reviewed responsive information provided by the Adviser.
In addition to the written materials provided to the Board in advance of the Meetings, during the June Meeting a representative from the Adviser provided the Board with an overview of her advisory business, including investment personnel, financial resources, experience, investment processes and compliance program. The representative discussed the services provided to the Fund by the Adviser, as well as the Fund’s fees and information with respect to the Fund’s strategy and certain operational aspects of the Fund. The Board considered the materials it received in advance of the Meetings, including a memorandum from legal counsel to the Trust regarding the responsibilities of the Board in considering the approval of the Agreement, and information conveyed during the Adviser’s oral presentation. The Board also considered the information it received throughout the year about the Fund and the Adviser. The Board considered the approval of the continuation of the Agreement for an additional one-year term in light of this information. Throughout the process, the Board was afforded the opportunity to ask questions of, and request additional materials from, the Adviser. The Independent Trustees also met in executive session with counsel to the Trust to further discuss the advisory arrangements and the Independent Trustees’ responsibilities relating thereto.
At the June Meeting, the Board, including a majority of the Independent Trustees, evaluated a number of factors, including, among other things: (i) the nature, extent, and quality of the services provided by the Adviser to the Fund; (ii) the Fund’s expenses and performance; (iii) the cost of the services provided and profits to be realized by the Adviser from the relationship with the Fund; (iv) comparative fee and expense data for the Fund and other investment companies with similar investment objectives and strategies; (v) the extent to which the advisory fee for the Fund reflects economies of scale shared with its shareholders; (vi) any fall-out benefits derived by the Adviser from the relationship with the Fund; and (vii) other factors the Board deemed relevant. In its deliberations, the Board considered the factors and reached the conclusions described below relating to the advisory arrangement and renewal of the Agreement. In its deliberations, the Board did not identify any single piece of information that was paramount or controlling and the individual Trustees may have attributed different weights to various factors.
Approval of the Continuation of the Advisory Agreement
Nature, Extent, and Quality of Services Provided. The Board considered the scope of services provided under the Agreement, noting that the Adviser expected to continue to provide substantially similar investment management services to the Fund with respect to implementing its investment program, including arranging for, or implementing, the purchase and sale of portfolio securities, monitoring adherence to its investment restrictions, overseeing the activities of the service providers, monitoring compliance with various policies and procedures with applicable securities regulations, and monitoring the extent to which each Fund achieved its investment objective. In considering the nature, extent, and quality of the services provided by the Adviser, the Board considered the quality of the Adviser’s compliance infrastructure and past and current reports from the Trust’s Chief Compliance Officer regarding her view of the Adviser’s compliance infrastructure, as well as the Board’s experience with the Adviser and the investment management services it has provided to the Fund. The Board noted that it had received a copy of the Adviser’s registration on Form ADV, as well as the response of the Adviser to a detailed series of questions which requested, among other things, information about the background and experience of the firm’s key personnel, the firm’s cybersecurity policy, and the services provided by the Adviser. The Board also considered the Adviser’s operational capabilities and resources and its experience in managing investment portfolios, including the Fund.
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SPEAR ALPHA ETF
BOARD CONSIDERATION AND APPROVAL OF CONTINUATION OF ADVISORY AGREEMENT
(Unaudited)(Continued)
Historical Performance. The Board next considered the Fund’s performance. The Board observed that information regarding the Fund’s past investment performance for periods ended March 31, 2025 had been included in the Materials. The Board noted that it had been provided with the Barrington Report, which compared the performance results of the Fund with the returns of a group of ETFs selected by Barrington Partners as most comparable to the Fund (the “Peer Group”), as well as with funds in the Fund’s Morningstar category (the “Category Peer Group”). Additionally, at the Board’s request, the Adviser identified funds the Adviser considered to be the Fund’s most direct competitors (the “Selected Peer Group”) and provided a comparison of the Fund’s performance compared with the funds in the Selected Peer Group.
The Board noted that, for the one-year, three-year and since inception periods ended March 31, 2025, the Fund underperformed its benchmark, the Nasdaq Composite Total Return, and its broad-based benchmark, the S&P 500 Total Return. The Board further noted that, for the one- and three-year periods ended March 31, 2025, the Fund underperformed the average of its Peer Group and its Category Peer Group. The Board also noted the Fund underperformed funds in its Selected Peer Group for the one-year period, but outperformed the majority of those funds over the three-year period. The Board considered the Adviser’s explanation surrounding the Fund’s underperformance and what distinguishes from Fund from its peers and its benchmarks. The Board agreed it would continue to closely monitor the Fund’s performance going forward.
Cost of Services Provided and Profitability. The Board reviewed the management fee for the Fund, including in comparison to the management fee of its Peer Group and Category Peer Group as provided in the Barrington Report and its Selected Peer Group.
The Board took into consideration that the Adviser charges a “unitary fee,” meaning that the Fund pays no expenses except for the fee paid to the Adviser pursuant to the Agreement, 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, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act. The Board noted that the Adviser is responsible for compensating the Fund’s other service providers and, with the exception of the expenses noted above, paying the Fund’s other operating expenses out of its own fee and resources. The Board also evaluated whether the Adviser received any other compensation or fall-out benefits from its relationship with the Fund, taking into account analyses of the Adviser’s profitability with respect to the Fund.
The Board noted that the management fee for the Fund was equal to the median but above the average of the Peer Group, and above the average and median of the Category Peer Group. The Board also noted the Fund’s management fee was within the range of its Selected Peer Group.
The Board accordingly noted that the Fund’s unitary fee is reasonable and competitive with the fees of its respective peer funds.
Economies of Scale. The Board noted that it is not yet evident that the Fund has reached the size at which it has begun to realize economies of scale. The Board also determined that, based on the amount and structure of the Fund’s unitary fee, any such economies of scale would be shared with such Fund’s respective shareholders. The Board stated that it would monitor fees as the Fund grows and consider whether fee breakpoints may be warranted in the future.
Conclusion. No single factor was determinative of the Board’s decision to approve the continuation of the Agreement; rather, the Board based its determination on the total mix of information available to it. The Board, including a majority of the Independent Trustees, determined that the terms of the Agreement, including the compensation payable under the Agreement, are fair and reasonable with respect to the Fund. The Board, including a majority of the Independent Trustees, therefore determined that the approval of the continuation of the Agreement was in the best interests of the Fund and its shareholders.
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SPEAR ALPHA ETF
ADDITIONAL INFORMATION (Unaudited)
The below information is required disclosure from Form N-CSR
Item 8. Changes in and Disagreements with Accountants for Open-End Investment Companies.
There were no changes in or disagreements with accountants during the period covered by this report.
Item 9. Proxy Disclosure for Open-End Investment Companies.
There were no matters submitted to a vote of shareholders during the period covered by this report.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
The Advisor has agreed to pay all operating expenses of the Fund pursuant to the terms of the Investment Advisory Agreement, subject to certain exclusions provided therein. As a result, the Advisor is responsible for compensating the Independent Trustees. Further information related to Trustee and Officer compensation for the Trust can be obtained from the Fund’s most recent Statement of Additional Information.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Refer to the Board Consideration and Approval of Continuation of Advisory Agreement.
16
 

 

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

 

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

 

There were no changes in or disagreements with accountants during the period covered by this report.

 

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

 

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

 

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

 

All Fund expenses, including Trustee compensation, are paid by the Investment Adviser pursuant to the Investment Advisory Agreement. Additional information related to those fees is available in the Fund’s Statement of Additional Information.

 

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

 

See Item 7(a).

 

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.

 

 

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

 

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

 

Item 16. Controls and Procedures.

 

(a)

The Registrant’s President and Treasurer 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.

 

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. Filed herewith.

 

(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 of the registrant as required by Rule 30a-2(a)under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)). 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) 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) Listed Funds Trust  

 

  By (Signature and Title)* /s/ Kacie G. Briody  
   

Kacie G. Briody, President/Principal Executive Officer

 
       
  Date 9/5/2025  

 

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/ Kacie G. Briody  
   

Kacie G. Briody, President/Principal Executive Officer

 

 

  Date 9/5/2025  

 

  By (Signature and Title)* /s/ Travis G. Babich  
    Travis G. Babich, Treasurer/Principal Financial Officer  
   

 
  Date 9/5/2025  

 

* Print the name and title of each signing officer under his or her signature

 

FAQ

What is Spear Alpha ETF’s management fee and are there any 12b-1 fees (ticker SPRX)?

The Fund pays a unitary management fee of 0.75% annually. The Board authorized a 12b-1 plan but no 12b-1 fees are currently paid.

How much of the Fund was invested in stocks versus cash as of June 30, 2025?

As of June 30, 2025 the Fund held 97.6% in common stocks and 2.4% in short-term investments (money market fund).

What was the Fund’s portfolio turnover for the fiscal year ended June 30, 2025?

The Fund reported a portfolio turnover rate of 148% for the year ended June 30, 2025.

Did the Fund’s auditor express any qualifications in their report for 2025?

No. The independent registered public accounting firm issued an unqualified opinion on the Fund’s financial statements for the year ended June 30, 2025.

What sector exposures are largest in the Spear Alpha ETF?

Largest sector concentrations disclosed include Electronic Components–Semiconductors (23.1%) and Computer Software (21.6%).
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