ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

TABLE OF CONTENTS

 

Page

Letter to Shareholders (unaudited)

 

1

Performance Summary (unaudited)

 

3

Schedule of Investments

 

5

Statement of Assets and Liabilities

 

7

Statement of Operations.

 

8

Statements of Changes in Net Assets

 

9

Financial Highlights

 

10

Notes to Financial Statements

 

11

Report of Independent Registered Public Accounting Firm

 

19

Disclosure of Fund Expenses (unaudited)

 

20

Other Information (unaudited)

 

21

Trustees and Officers of the Trust (unaudited)

 

22

 

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

LETTER TO SHAREHOLDERS

(unaudited)

The Rolling Correction of Semiconductors?

It is well understood that the consumer electronics market, including PCs and smartphones, has been weak over the past few quarters as the strong demand during the peak COVID -19 (“COVID”) period proved unsustainable. As macro uncertainty picks up and demand weakens, hardware Original Equipment Manufacturers (OEMs) are becoming increasingly cautious about the future and not replenishing inventories, creating a typical inventory down cycle in these markets. Semiconductor companies in the PC and smartphone supply chain expect their Q4 revenue to be 20% below prior expectations across the board. Advanced Micro Devices, Inc. (AMD) saw its PC -related revenue cut by half as it tried to correct the inventory situation as quickly as possible by meaningfully under -shipping the end demand.

Inventory correction is common after periods of strong demand, but it is much more severe this time due to the supply -demand imbalance over the past two years. It usually takes a few quarters to work through the inventory in the channel and when the end demand stabilizes, customers rebuild inventory, and the cycle starts again. These inventory corrections create much volatility in the markets and are short -term in nature. Inventory corrections also often mark the bottom for the stocks as the bar gets reset lower.

However, the worry is that with a looming recession, it is just a matter of time before things break down in other markets that are further away from consumers (datacenter, automotive), creating this “Rolling Correction of Semiconductor” narrative. It seems that demand in those markets is holding up much better, at least for now, according to the companies that reported recently. Still, we do not doubt that sentiment could turn negative swiftly with just a few negative comments. We don’t think there is a definitive answer, and we can’t prove this theory one way or another, but we believe these are fundamentally better markets with stronger growth, longer product cycles, higher margins, and stickier customers. If such inventory correction happens, it’s likely to create a good opportunity for long -term gain.

Understanding the Market Through Valuation Framework

By and large, equity valuation is anchored to interest rates. For example, the 10 -year real yield is the return of risk -free assets after adjusting for inflation. When the real yield falls, equity valuation goes up, and vice -versa . There are other driving factors, such as the curvature of the yield curve and the implied volatility of rates. They could determine the tightness of financial conditions, which subsequently affects the valuation of risky assets.

Through this lens, we could make sense of the fluctuation of equity valuation in the past month. Coming into October, stronger -than -expected inflation data and labor market print, plus the continued hawkish tone from the U.S. Federal Reserve Board (“Fed”) and chaos out of the UK markets, have put much pressure on rates and the implied volatility of rates. These forces together brought down the valuation. However, the valuation held up relatively better, given that these driving factors were much worse than previous lows in June. The curvature of the yield curve, indicating an easier monetary policy stance, gave much -needed support to equities.

When the narrative of a slower pace of hiking rates due to concerns over financial stability and recessions gained more momentum, the curvature and the implied volatility started to lift the valuation, despite the rates remaining suspicious. This dynamic remained largely the same even after a dovish Federal Open Market Committee (FOMC) statement but a hawkish press in early November. Rates implied a tighter monetary policy stance than that indicated by the curvature and the implied volatility. As a result, the equity valuation got stuck in between.

Looking forward, in the absence of another significant inflation shock, we might stay in this “gridlock” before the Fed finally pivots. It’s a data -dependent process, as these driving factors will likely fluctuate within the range depending on the incoming inflation print. In other words, the equity’s valuation might have found the bottom, but the Fed’s “Higher for Longer” also caps the upside until data proves otherwise.

1

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

LETTER TO SHAREHOLDERS

(unaudited) (continued)

“Higher for Longer” Is Earning’s Problem

We voiced our concerns that the Fed’s higher -than -usual tolerance for deteriorating fundamentals could impose more downside risk on equities. The negative earnings per share (EPS) revisions could hit investors before the Fed pivots. Unfortunately, this has happened during this earnings season. The companies, ranging from large -cap high -quality FAANG* stocks to smaller and already beaten -down software as a service (SaaS) companies, all gave gloomy guidance without much exception, citing the challenging macro environment in the coming quarters. As a result, the stocks got hit by disappointing earnings without much support from valuations.

Worse, this situation could last as long as the Fed is convinced that “Higher for Longer” is the right policy stance. Although we tend to believe that the Fed underestimates how tight its monetary policy has been, the damage could be done before the Fed realizes it. The companies’ durable and resilient earnings in the coming quarters offer the best risk management in this environment. That’s where we should spend the most time on.

*        FAANG is an acronym that refers to the stocks of five American technology companies: Meta (formerly known as Facebook), Amazon, Apple, Netflix and Alphabet (formerly known as google).

2

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

PERFORMANCE SUMMARY

(unaudited)

GROWTH OF $10,000 INVESTMENT AT NET ASSET VALUE (“NAV”) AND MARKET PRICE

Average Annual Return as of October 31, 2022

 

One Year

 

Since Inception
(03/30/2020)*

Esoterica NextG Economy ETF (NAV)

 

(48.08)%

 

10.15%

Esoterica NextG Economy ETF (Market Price)

 

(48.05)%

 

10.08%

MSCI All Country World Index SM1

 

(10.61)%

 

17.98%

S&P 500 Index® 2

 

(23.56)%

 

13.05%

This chart represents historical performance of a hypothetical $10,000 investment made in the Esoterica NextG Economy ETF (the “Fund”) on March 30, 2020. Assumes reinvestment of dividends and capital gains, but does not reflect the effect of any applicable sales charge or redemption fees. This chart does not imply any future performance.

The Fund’s performance assumes the reinvestment of all dividends and all capital gains. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the sale of Fund shares.

*        The inception date is the date the Fund started accruing expenses and commenced operations. Shares of WUGI were listed on the Cboe BZX Exchange, Inc. on March 30, 2020.

1        The MSCI All Country World Index (“ACWI”) is a market -cap -weighted global equity index that tracks emerging and developed markets. It currently monitors nearly 3,000 large- and mid -cap stocks in 48 countries.

2        The Standard & Poor’s (“S&P”) 500 Index is an unmanaged index consisting of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market -weighted index (stock price times number of shares outstanding) with each stock’s weight in the Index proportionate to its market value.

The performance shown represents past performance. Past performance does not guarantee future results. Current returns may be lower or higher. The investment return and principal will fluctuate so that an investor’s shares when sold may be worth more or less than the original cost. The graph above does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. The Fund’s most recent month -end performance can be obtained by calling  1 -833-297-2587 . Returns for less than one year are not annualized.

The annual net operating expense ratio as provided in the Prospectus dated March 1, 2022 was 0.75%. Esoterica Capital LLC (the “Adviser”) has contractually agreed to reduce its fees and / or reimburse expenses of the Fund until at least February 28, 2023, to ensure that total annual fund operating expenses after fee waiver and / or reimbursement (exclusive of: (i) any front -end or contingent deferred loads; (ii) brokerage fees and commissions; (iii) unaffiliated acquired fund fees and expenses; (iv) fees and expenses associated with investments in other collective investment vehicles or derivative instruments (including for example option and swap fees and expenses); (v) borrowing costs (such as interest and dividend expense on securities sold short) (vi) taxes; (vii) foreign custody transaction costs and foreign account set up fees and (viii) extraordinary expenses such as litigation expenses (which may include indemnification of Fund officers and Trustees, and contractual indemnification of Fund service providers, including the Adviser)) will not exceed 0.75% of the Fund’s net assets. The Fund’s total returns would have been lower had the Adviser not waived a portion of the Fund’s expenses.

3

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

PERFORMANCE SUMMARY

(unaudited) (continued)

NAV returns are based on the dollar value of a single share of the Fund, calculated using the value of the underlying assets of the Fund minus its liabilities, divided by the number of shares outstanding. The NAV is typically calculated at 4:00 pm Eastern time on each business day the New York Stock Exchange (“NYSE”) is open for trading. Market returns are based on the trade price at which shares are bought and sold on the Cboe BZX Exchange using the last share trade. Market performance does not represent the returns you would receive if you traded shares at other times. The Fund’s performance assumes the reinvestment of all dividends and capital gains on ex -date for NAV returns and payable date for Market Price returns. The market price of the Fund’s shares may differ significantly from their NAV during periods of market volatility. The referenced indices are shown for informational purposes only and are not meant to represent the Fund.

This material must be preceded or accompanied by a prospectus.

One cannot invest directly in an index.

4

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

SCHEDULE OF INVESTMENTS

October 31, 2022

Security Description

 

Country

 

Shares

 

Fair Value

Common Stocks – 91.3%

         

 

 
           

 

 

Automobiles – 5.2%

         

 

 

Tesla, Inc. (a)

 

United States

 

3,759

 

$

855,323

           

 

 

Entertainment – 3.0%

         

 

 

Netflix, Inc. (a)

 

United States

 

1,091

 

 

318,441

Sea Ltd., ADR (a)

 

Singapore

 

3,352

 

 

166,527

           

 

484,968

Hotels, Restaurants & Leisure – 2.3%

         

 

 

Airbnb, Inc. Class A (a)

 

United States

 

3,553

 

 

379,851

           

 

 

Interactive Media & Services – 6.1%

         

 

 

Alphabet, Inc. Class C (a)

 

United States

 

9,010

 

 

852,886

Tencent Holdings Ltd.

 

China

 

5,892

 

 

154,321

           

 

1,007,207

Internet & Direct Marketing Retail – 9.6%

         

 

 

Amazon.com, Inc. (a)

 

United States

 

9,010

 

 

922,985

JD.com, Inc. Class A

 

China

 

409

 

 

7,560

Meituan Class B (a)(b)

 

China

 

41,008

 

 

651,961

           

 

1,582,506

IT Services – 8.2%

         

 

 

Adyen NV (a)(b)

 

Netherlands

 

113

 

 

162,232

Block, Inc. Class A (a)

 

United States

 

1,337

 

 

80,314

Cloudflare, Inc. Class A (a)

 

United States

 

4,428

 

 

249,385

MongoDB, Inc. Class A (a)

 

United States

 

1,834

 

 

335,677

Snowflake, Inc. Class A (a)

 

United States

 

3,230

 

 

517,768

           

 

1,345,376

Semiconductors & Semiconductor Equipment – 32.0%

         

 

 

Advanced Micro Devices, Inc. (a)

 

United States

 

25,380

 

 

1,524,324

Marvell Technology, Inc.

 

United States

 

32,492

 

 

1,289,283

NVIDIA Corp.

 

United States

 

6,371

 

 

859,894

QUALCOMM, Inc.

 

United States

 

5,873

 

 

691,017

Synaptics, Inc. (a)

 

United States

 

2,309

 

 

204,577

Taiwan Semiconductor Manufacturing Co. Ltd.

 

Taiwan

 

47,000

 

 

568,857

Wolfspeed, Inc. (a)

 

United States

 

1,753

 

 

138,049

           

 

5,276,001

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

5

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

SCHEDULE OF INVESTMENTS

October 31, 2022 (continued)

Security Description

 

Country

 

Shares

 

Fair Value

Software – 24.9%

         

 

 

Atlassian Corp. Class A (a)

 

United States

 

802

 

$

162,589

Datadog, Inc. Class A (a)

 

United States

 

11,474

 

 

923,772

Elastic NV (a)

 

United States

 

5,654

 

 

361,573

Microsoft Corp.

 

United States

 

6,079

 

 

1,411,118

ServiceNow, Inc. (a)

 

United States

 

1,151

 

 

484,272

Workday, Inc. Class A (a)

 

United States

 

2,411

 

 

375,682

Zscaler, Inc. (a)

 

United States

 

2,438

 

 

375,696

           

 

4,094,702

           

 

 

Total Common Stocks (Cost $22,558,445)

         

 

15,025,934

     

Principal

   

Short-Term Investments – 9.7%

     

 

   

 

 

 

       

 

   

 

 

 

Time Deposits – 9.7%

     

 

   

 

 

 

JPMorgan Chase, New York, 2.43%, 11/01/2022 (c)

     

$

1,592,845

 

 

1,592,845

 

Total Short-Term Investments (Cost $1,592,845)

     

 

   

 

1,592,845

 

Total Investments – 101.0% (Cost $24,151,290) #

     

 

   

 

16,618,779

 

Liabilities, less cash and other assets – (1.0)%

     

 

   

 

(151,499

)

Net Assets – 100.0%

     

 

   

$

16,467,280

 

ADR – American Depositary Receipt

(a)          Non -income producing security.

(b)          Restricted security that may be sold to “qualified institutional buyers” pursuant to the conditions of Rule 144A under the Securities Act of 1933, as amended. This security has been deemed liquid pursuant to guidelines approved by the Board of Trustees, unless otherwise noted. At October 31, 2022, the aggregate value of these securities amounted to $814,193 or 4.9% of net assets.

(c)          Time deposits bear interest at a variable rate that is based on a variety of factors, including but not limited to relevant overnight and short -term reference rates, the range of distribution between and among the interest rates paid by each eligible Institution on their respective deposits, and the weighted average distribution of interest rates on the deposits. The rate shown is as of October 31, 2022.

#      Cost for federal income tax purposes is $24,151,290. Net unrealized appreciation (depreciation) consists of:

   

Gross unrealized appreciation

 

$

81,133

 

Gross unrealized depreciation

 

 

(7,613,644

)

Net unrealized depreciation

 

$

(7,532,511

)

Summary of Investments by Sector^

   

Information Technology

 

65.1

%

Consumer Discretionary

 

17.1

 

Short-Term Investments

 

9.7

 

Communication Services

 

9.1

 

Liabilities, less cash and other assets

 

(1.0

)

   

100.0

%

^       As a percentage of net assets.

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

6

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2022

ASSETS

 

 

 

 

Investments in securities of unaffiliated issuers, at value

 

$

16,618,779

 

Cash

 

 

3,576

 

Receivable from investment adviser

 

 

9,162

 

Prepaid expenses

 

 

2,565

 

TOTAL ASSETS

 

 

16,634,082

 

   

 

 

 

LIABILITIES

 

 

 

 

Payables:

 

 

 

 

Custody, accounting and administration fees

 

 

88,525

 

Audit fees

 

 

17,000

 

Legal fees

 

 

16,076

 

Trustee fees

 

 

14,666

 

Transfer agent fees

 

 

7,500

 

Principal Financial Officer fees

 

 

6,636

 

Chief Compliance Officer fees

 

 

6,614

 

Shareholder reporting fees

 

 

3,121

 

Other expenses

 

 

6,664

 

TOTAL LIABILITIES

 

 

166,802

 

NET ASSETS

 

$

16,467,280

 

   

 

 

 

COMPONENTS OF NET ASSETS

 

 

 

 

Paid-in capital

 

 

27,659,432

 

Distributable earnings/(losses)

 

 

(11,192,152

)

NET ASSETS

 

$

16,467,280

 

   

 

 

 

NET ASSET VALUE PER SHARE

 

 

 

 

Net Asset Value

 

$

32.88

 

Shares of beneficial interest outstanding (unlimited number of Shares authorized, no par value)

 

 

500,754

 

   

 

 

 

COST OF INVESTMENTS

 

 

 

 

Investments in securities of unaffiliated issuers, at cost

 

$

24,151,290

 

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

7

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2022

INVESTMENT INCOME:

 

 

 

 

Dividends from securities of unaffiliated issuers (net of $7,042 foreign withholding tax)

 

$

100,666

 

Interest income

 

 

17,722

 

Total Investment Income

 

 

118,388

 

   

 

 

 

EXPENSES:

 

 

 

 

Investment advisory fees

 

 

228,643

 

Custody, accounting and administration fees

 

 

118,349

 

Legal fees

 

 

92,500

 

Trustee fees

 

 

45,575

 

Principal Financial Officer fees

 

 

36,219

 

Chief Compliance Officer fees

 

 

36,219

 

Audit fees

 

 

17,000

 

Transfer agent fees

 

 

10,000

 

Shareholder reporting fees

 

 

7,549

 

Registration fees

 

 

179

 

Other expenses

 

 

21,771

 

Total Expenses

 

 

614,004

 

Creation/Redemption Transaction fees waived by the Adviser

 

 

(3,000

)

Investment Advisory fee waiver/reimbursement

 

 

(381,752

)

Net Expenses

 

 

229,252

 

NET INVESTMENT INCOME (LOSS)

 

 

(110,864

)

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:

 

 

 

 

Net realized gain (loss) on:

 

 

 

 

Investments in securities of unaffiliated issuers

 

 

(2,753,596

)

In-kind redemptions

 

 

(702,413

)

Foreign currency transactions

 

 

(2,933

)

Net realized gain (loss)

 

 

(3,458,942

)

   

 

 

 

Net change in unrealized appreciation (depreciation) on:

 

 

 

 

Investments in securities of unaffiliated issuers

 

 

(16,174,608

)

Net change in unrealized appreciation (depreciation)

 

 

(16,174,608

)

NET REALIZED AND UNREALIZED GAIN (LOSS)

 

 

(19,633,550

)

INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

 

$

(19,744,414

)

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

8

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

STATEMENTS OF CHANGES IN NET ASSETS

   

 

For the
Year Ended
October 31,
2022

 

For the
Year Ended
October 31,
2021

OPERATIONS:

 

 

 

 

 

 

 

 

Net investment income (loss)

 

$

(110,864

)

 

$

(147,190

)

Net realized gain (loss) on investments, foreign currency transactions and in-kind redemptions

 

 

(3,458,942

)

 

 

3,678,612

 

Net change in unrealized appreciation (depreciation)

 

 

(16,174,608

)

 

 

6,728,938

 

Net increase (decrease) in net assets resulting from operations

 

 

(19,744,414

)

 

 

10,260,360

 

   

 

 

 

 

 

 

 

CAPITAL TRANSACTIONS:

 

 

 

 

 

 

 

 

Proceeds from Shares issued (a)

 

 

1,671,569

 

 

 

38,854,282

 

Cost of Shares redeemed (a)

 

 

(11,425,487

)

 

 

(15,090,555

)

Transaction Fees (Note 5)

 

 

3,371

 

 

 

20,182

 

Net increase (decrease) in net assets from capital transactions

 

 

(9,750,547

)

 

 

23,783,909

 

Total increase (decrease) in net assets

 

 

(29,494,961

)

 

 

34,044,269

 

   

 

 

 

 

 

 

 

NET ASSETS

 

 

 

 

 

 

 

 

Beginning of Year

 

 

45,962,241

 

 

 

11,917,972

 

End of Year

 

$

16,467,280

 

 

$

45,962,241

 

   

 

 

 

 

 

 

 

CHANGES IN SHARES OUTSTANDING

 

 

 

 

 

 

 

 

Shares issued

 

 

25,000

 

 

 

725,000

 

Shares redeemed

 

 

(250,000

)

 

 

(275,000

)

Net increase (decrease) in Shares outstanding

 

 

(225,000

)

 

 

450,000

 

Shares outstanding, Beginning of Year

 

 

725,754

 

 

 

275,754

 

Shares outstanding, End of Year

 

 

500,754

 

 

 

725,754

 

(a)      For the year ended October 31, 2022, the Fund had 250,000 Shares redeemed in -kind with total cost in the amount of $11,425,487. For the year ended October 31, 2021, the Fund had 725,000 Shares contributed in -kind with total proceeds in the amount of $38,854,252 and 275,000 Shares redeemed in -kind with total cost in the amount of $15,090,555.

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

9

ESOTERICA THEMATIC TRUST

Esoterica NextG Economy ETF

FINANCIAL HIGHLIGHTS

Selected Data for a Share of Common Stock Outstanding Throughout each Period Indicated:

 

For the
Year Ended
October 31,
2022

 

For the
Year Ended
October 31,
2021

 

For the
Period Ended
October 31,
2020
*

NET ASSET VALUE, Beginning of Period

 

$

63.33

 

 

$

43.22

 

 

$

25.60

 

   

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss) ( a )

 

 

(0.18

)

 

 

(0.20

)

 

 

(0.07

)

Net realized and unrealized gain (loss)

 

 

(30.28

)

 

 

20.28

 

 

 

17.69

 

Total income (loss) from operations

 

 

(30.46

)

 

 

20.08

 

 

 

17.62

 

   

 

 

 

 

 

 

 

 

 

 

 

Capital Shares Transaction:

 

 

 

 

 

 

 

 

 

 

 

 

Transaction fees (Note 5)

 

 

0.01

 

 

 

0.03

 

 

 

( b )( c )

   

 

 

 

 

 

 

 

 

 

 

 

NET ASSET VALUE, End of Period