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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 (811-24117)
Corgi
ETF Trust I
(Exact name of registrant as specified in charter)
425 Bush St, Suite 500
San Francisco, California 94104
(Address
of principal executive offices) (Zip code)
Northwest Registered Agent Service, Inc.
8 The Green, STE B
Dover, DE 19901
(Name and address of agent
for service)
(855) 552-6744
Registrant’s telephone number, including area
code
Date of fiscal year end: December
31
Date of reporting period: December
31, 2025
Item 1. Reports to Stockholders.
|
(a) |
A copy of the report transmitted to shareholders pursuant to Rule 30e-1 under
the Investment Company Act of 1940, as amended (“Act”), is filed herewith. |
|
|
|
|
|
Founder-Led ETF
|
|
|
FDRS (Principal U.S. Listing Exchange: Nasdaq Stock Market LLC)
|
|
Annual Shareholder Report | December 31, 2025
|
This annual shareholder report contains important information about the Founder-Led ETF for the period of December 29, 2025, to December 31, 2025. You can find additional information about the Fund at https://www.founderledfunds.com/etfs/fdrs. You can also request this information by contacting us at (855) 552-6744.
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**
|
|
Founder-Led ETF
|
$0
|
0.49%
|
| * |
Amount shown reflects the expenses of the Fund from inception date through December 31, 2025. Expenses would be higher if the Fund had been in operation for the entire period of this report. |
HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?
During the reporting period ended December 31, 2025, U.S. equity markets were influenced by changes in inflation expectations and the outlook for monetary policy, movements in longer-term interest rates, and evolving expectations for corporate earnings. Market leadership was concentrated in certain large-cap companies at times during the period, and performance across sectors and investment styles was uneven.
WHAT FACTORS INFLUENCED PERFORMANCE
Because the Index is weighted by free-float-adjusted market value (subject to a 10% issuer cap), the Fund’s results during the period were primarily affected by the relative performance of its larger-weighted constituents and by changes in the Index’s sector and industry exposures that arise from the Index methodology. In addition, because the Index targets founder-led issuers, performance was influenced by market movements in founder-led companies, including sensitivity to changes in discount rates and earnings expectations.
The Fund commenced operations on December 29, 2025, and began trading on Nasdaq Stock Market LLC on December 30, 2025. Performance shown covers the period from inception through December 31, 2025, and reflects a limited operating history.
The Fund is an exchange-traded fund that uses a passive (indexing) approach to track, before fees and expenses, the performance of the Founder-Led Index (the “Index”). The Index tracks the performance of the top 50 founder-led publicly traded U.S. companies—generally companies where at least one original founder currently serves in a C-suite or similar key executive role—and selects constituents using free-float-adjusted market capitalization and liquidity criteria.
|
|
|
Top Contributors
|
|
↑
|
META, HUBS, NU
|
|
|
|
Top Detractors
|
|
↓
|
TSLA, BLK, APP
|
HOW DID THE FUND PERFORM SINCE INCEPTION?*
The $10,000 chart reflects a hypothetical $10,000 investment in the class of shares noted and assumes the maximum sales charge. The chart uses total return NAV performance and assumes reinvestment of dividends and capital gains. Fund expenses, including 12b-1 fees, management fees and other expenses were deducted.
| Founder-Led ETF
|
PAGE 1
|
TSR-AR-218946101 |
CUMULATIVE PERFORMANCE (Initial Investment of $10,000)
ANNUAL AVERAGE TOTAL RETURN (%)
|
|
|
|
Since Inception (12/29/2025)
|
|
Founder-Led ETF NAV
|
-1.34
|
|
S&P 500 TR
|
-0.86
|
Visit https://www.founderledfunds.com/etfs/fdrs for more recent performance information.
| * |
The Fund’s past performance is not a good predictor of how the Fund will perform in the future.The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.
|
KEY FUND STATISTICS (as of December 31, 2025)
|
|
|
Net Assets
|
$10,011,753
|
|
Number of Holdings
|
54
|
|
Net Advisory Fee
|
$3
|
|
Portfolio Turnover
|
31%
|
WHAT DID THE FUND INVEST IN? (as of December 31, 2025)
Sector Breakdown (% of net assets)
|
|
|
Top Sectors
|
(%)
|
|
Information
|
34.7%
|
|
Manufacturing
|
28.3%
|
|
Finance and Insurance
|
14.2%
|
|
Professional, Scientific, and Technical Services
|
11.8%
|
|
Retail Trade
|
5.9%
|
|
Administrative and Support and Waste Management and Remediation Services
|
2.8%
|
|
Real Estate and Rental and Leasing
|
2.1%
|
|
Cash & Other
|
0.2%
|
|
|
|
Top 10 Issuers
|
(%)
|
|
NVIDIA Corp.
|
10.2%
|
|
Meta Platforms, Inc.
|
10.2%
|
|
Tesla, Inc.
|
9.7%
|
|
Palantir Technologies, Inc.
|
6.5%
|
|
Oracle Corp.
|
5.6%
|
|
Salesforce, Inc.
|
4.5%
|
|
Shopify, Inc.
|
3.5%
|
|
Blackrock, Inc.
|
3.2%
|
|
AppLovin Corp.
|
3.1%
|
|
Capital One Financial Corp.
|
2.8%
|
For additional information about the Fund; including its prospectus, financial information, holdings and proxy information, scan the QR code or visit https://www.founderledfunds.com/etfs/fdrs.
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 Corgi Funds documents not be householded, please contact Corgi Funds at (855) 552-6744, or contact your financial intermediary. Your instructions will typically be effective within 30 days of receipt by Corgi Funds or your financial intermediary.
| Founder-Led ETF
|
PAGE 2
|
TSR-AR-218946101 |
NASDAQ
100009866100009914
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 it does not
have an audit committee financial expert serving on its audit committee. At this time, the registrant believes that the experience provided
by each member of the audit committee together offers the registrant adequate oversight for the registrant’s level of financial
complexity.
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 fiscal year. “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. “Other services”
refer to other services rendered by the Registrant’s principal accountant to the Registrant other than those reported under the
“audit services”, “audit-related services”, and “tax services”. 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
12/31/2025 |
FYE
12/31/2024 |
| (a) Audit Fees |
$5,250 |
None |
| (b) Audit-Related Fees |
None |
None |
| (c) Tax Fees |
$2,500 |
None |
| (d) All Other Fees |
None |
None |
(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) One hundred percent of the services described in Items 4(b) through
4(d) were approved in accordance with the Audit Committee Pre-Approval Policy. As a result, none of such services was approved pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) N/A
(g) 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.
(i) Not applicable
(j) Not applicable
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 independent members of the committee, consisting of the entire Board, are as follows: Conor Murray,
Jenny Xiao, and Bryant Lee.
(b) Not applicable
Item 6.
Investments.
|
(a) |
Schedule of Investments is included
within the financial statements filed under Item 7(a) of this Form. |
Item 7.
Financial Statements and Financial Highlights for Open-End Investment Companies.
|
(a) |
The registrant’s Financial Statements are filed herewith. |
Corgi
ETF Trust I
Founder-Led
ETF | FDRS | NASDAQ Stock Market, LLC
Annual
Financial Statements and Additional Information
December
31, 2025
TABLE OF CONTENTS
FOUNDER-LED
ETF
SCHEDULE
OF INVESTMENTS
December
31, 2025
|
|
|
|
|
|
|
|
|
COMMON
STOCKS - 97.7%
|
|
|
|
|
|
|
|
Activities
Related to Credit Intermediation - 0.8%
|
|
|
|
|
|
|
|
Coinbase
Global, Inc. - Class A(a) |
|
|
367 |
|
|
$82,993
|
|
Advertising,
Public Relations, and Related Services - 3.1%
|
|
|
|
|
|
|
|
AppLovin
Corp. - Class A(a) |
|
|
454 |
|
|
305,914
|
|
Trade
Desk, Inc. - Class A(a) |
|
|
2 |
|
|
76
|
|
|
|
|
|
|
|
305,990
|
|
Aerospace
Product and Parts Manufacturing - 0.5%
|
|
|
|
|
|
|
|
Rocket
Lab Corp.(a) |
|
|
722 |
|
|
50,367
|
|
Automobile
Dealers - 1.7%
|
|
|
|
|
|
|
|
Carvana
Co.(a) |
|
|
404 |
|
|
170,496
|
|
Business
Support Services - 2.0%
|
|
|
|
|
|
|
|
MSCI,
Inc. |
|
|
5 |
|
|
2,869
|
|
NU
Holdings Ltd. - Class A(a) |
|
|
6,527 |
|
|
109,262
|
|
ROBLOX
Corp. - Class A(a) |
|
|
1,127 |
|
|
91,321
|
|
|
|
|
|
|
|
203,452
|
|
Computer
and Peripheral Equipment Manufacturing - 4.4%
|
|
|
|
|
|
|
|
Arista
Networks, Inc.(a) |
|
|
1,818 |
|
|
238,212
|
|
Dell
Technologies, Inc. - Class C |
|
|
564 |
|
|
70,996
|
|
Fortinet,
Inc.(a) |
|
|
1,166 |
|
|
92,592
|
|
Pure
Storage, Inc. - Class A(a) |
|
|
563 |
|
|
37,727
|
|
Super
Micro Computer, Inc.(a) |
|
|
2 |
|
|
59
|
|
|
|
|
|
|
|
439,586
|
|
Computer
Systems Design and Related Services - 8.7%
|
|
|
|
|
|
|
|
Atlassian
Corp. - Class A(a) |
|
|
322 |
|
|
52,209
|
|
Oracle
Corp. |
|
|
2,883 |
|
|
561,926
|
|
Snowflake,
Inc.(a) |
|
|
612 |
|
|
134,248
|
|
VeriSign,
Inc. |
|
|
162 |
|
|
39,358
|
|
Zoom
Communications, Inc.(a) |
|
|
483 |
|
|
41,678
|
|
Zscaler,
Inc.(a) |
|
|
200 |
|
|
44,984
|
|
|
|
|
|
|
|
874,403
|
|
Computing
Infrastructure Providers, Data Processing, Web Hosting, and Related Services - 4.6%
|
|
|
|
|
|
|
|
Airbnb,
Inc. - Class A(a) |
|
|
768 |
|
|
104,233
|
|
Shopify,
Inc. - Class A(a) |
|
|
2,185 |
|
|
351,719
|
|
|
|
|
|
|
|
455,952
|
|
Depository
Credit Intermediation - 2.7%
|
|
Capital
One Financial Corp. |
|
|
1,136 |
|
|
275,321
|
|
Electronics
and Appliance Retailers - 0.3%
|
|
CoreWeave,
Inc. - Class A(a) |
|
|
402 |
|
|
28,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Iron
and Steel Mills and Ferroalloy Manufacturing - 0.4%
|
|
|
|
|
|
|
|
Steel
Dynamics, Inc. |
|
|
240 |
|
|
$40,668
|
|
Media
Streaming Distribution Services, Social Networks, and Other Media Networks and Content Providers - 1.7%
|
|
|
|
|
|
|
|
Spotify
Technology SA(a) |
|
|
292 |
|
|
169,567
|
|
Motor
Vehicle Manufacturing - 9.7%
|
|
|
|
|
|
|
|
Tesla,
Inc.(a) |
|
|
2,153 |
|
|
968,247
|
|
Newspaper,
Periodical, Book, and Directory Publishers - 0.6%
|
|
|
|
|
|
|
|
Reddit,
Inc. - Class A(a) |
|
|
242 |
|
|
55,629
|
|
Other
Fabricated Metal Product Manufacturing - 0.7%
|
|
|
|
|
|
|
|
Axon
Enterprise, Inc.(a) |
|
|
124 |
|
|
70,423
|
|
Other
Financial Investment Activities - 7.5%
|
|
Apollo
Global Management, Inc. |
|
|
846 |
|
|
122,467
|
|
Ares
Management Corp. - Class A |
|
|
562 |
|
|
90,836
|
|
Blackrock,
Inc. |
|
|
300 |
|
|
321,102
|
|
Blackstone,
Inc. |
|
|
1,374 |
|
|
211,788
|
|
|
|
|
|
|
|
746,193
|
|
Other
Miscellaneous Retailers - 2.1%
|
|
|
|
|
|
|
|
Coupang,
Inc.(a) |
|
|
2,443 |
|
|
57,630
|
|
DoorDash,
Inc. - Class A(a) |
|
|
689 |
|
|
156,045
|
|
|
|
|
|
|
|
213,675
|
|
Pharmaceutical
and Medicine Manufacturing - 1.3%
|
|
|
|
|
|
|
|
Regeneron
Pharmaceuticals, Inc. |
|
|
169 |
|
|
130,446
|
|
Retail
& Wholesale - Discretionary - 1.8%
|
|
MercadoLibre,
Inc.(a) |
|
|
91 |
|
|
183,298
|
|
Securities
and Commodity Contracts Intermediation and Brokerage - 1.5%
|
|
|
|
|
|
|
|
Robinhood
Markets, Inc. - Class A(a) |
|
|
1,332 |
|
|
150,649
|
|
Securities
and Commodity Exchanges - 1.7%
|
|
Intercontinental
Exchange, Inc. |
|
|
1,050 |
|
|
170,058
|
|
Semiconductor
and Other Electronic Component Manufacturing - 11.3%
|
|
|
|
|
|
|
|
Credo
Technology Group Holding Ltd.(a) |
|
|
240 |
|
|
34,534
|
|
Monolithic
Power Systems, Inc. |
|
|
86 |
|
|
77,947
|
|
NVIDIA
Corp. |
|
|
5,460 |
|
|
1,018,290
|
|
|
|
|
|
|
|
1,130,771
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
FOUNDER-LED
ETF
SCHEDULE
OF INVESTMENTS
December
31, 2025(Continued)
|
|
|
|
|
|
|
|
|
COMMON
STOCKS - (Continued)
|
|
Software
Publishers - 17.1%
|
|
|
|
|
|
|
|
Block,
Inc.(a) |
|
|
964 |
|
|
$62,747
|
|
Cloudflare,
Inc. - Class A(a) |
|
|
568 |
|
|
111,981
|
|
Crowdstrike
Holdings, Inc. - Class A(a) |
|
|
455 |
|
|
213,286
|
|
Datadog,
Inc. - Class A(a) |
|
|
568 |
|
|
77,242
|
|
HubSpot,
Inc.(a) |
|
|
2 |
|
|
803
|
|
Palantir
Technologies, Inc. - Class A(a) |
|
|
3,683 |
|
|
654,653
|
|
Salesforce,
Inc. |
|
|
1,709 |
|
|
452,731
|
|
Strategy,
Inc.(a) |
|
|
485 |
|
|
73,696
|
|
Veeva
Systems, Inc. - Class A(a) |
|
|
285 |
|
|
63,621
|
|
|
|
|
|
|
|
1,710,760
|
|
Waste
Treatment and Disposal - 0.8%
|
|
|
|
|
|
|
|
Waste
Connections, Inc. |
|
|
480 |
|
|
84,173
|
|
Web
Search Portals, Libraries, Archives, and Other Information Services - 10.7%
|
|
|
|
|
|
|
|
CoStar
Group, Inc.(a) |
|
|
763 |
|
|
51,304
|
|
Meta
Platforms, Inc. - Class A |
|
|
1,540 |
|
|
1,016,539
|
|
|
|
|
|
|
|
1,067,843
|
|
TOTAL
COMMON STOCKS
(Cost
$9,885,415) |
|
|
|
|
|
9,779,747
|
|
REAL
ESTATE INVESTMENT
TRUSTS
- COMMON - 2.1%
|
|
|
|
|
|
|
|
Lessors
of Real Estate - 2.1%
|
|
|
|
|
|
|
|
Prologis,
Inc. |
|
|
1,696 |
|
|
216,511
|
|
TOTAL
REAL ESTATE INVESTMENT TRUSTS - COMMON
(Cost
$218,800) |
|
|
|
|
|
216,511
|
|
TOTAL
INVESTMENTS - 99.8%
(Cost
$10,104,215) |
|
|
|
|
|
$9,996,258
|
|
Other
Assets in Excess of
Liabilities
- 0.2% |
|
|
|
|
|
15,495
|
|
TOTAL
NET ASSETS - 100.0% |
|
|
|
|
|
$10,011,753 |
|
|
|
|
|
|
|
|
Percentages
are stated as a percent of net assets.
|
(a)
|
Non-income producing
security. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
FOUNDER-LED
ETF
STATEMENT
OF ASSETS AND LIABILITIES
December 31,
2025
|
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments,
at value |
|
|
$9,996,258
|
|
Cash |
|
|
70,205
|
|
Receivable
for investments sold |
|
|
45,038
|
|
Dividends
receivable |
|
|
255
|
|
Total
assets |
|
|
10,111,756
|
|
LIABILITIES:
|
|
|
|
|
Payable
to Adviser |
|
|
100,003
|
|
Total
liabilities |
|
|
100,003
|
|
NET
ASSETS |
|
|
$10,011,753
|
|
Net
Assets Consists of:
|
|
|
|
|
Paid-in
capital |
|
|
$10,120,740
|
|
Total
accumulated losses |
|
|
(108,987)
|
|
Total
net assets |
|
|
$10,011,753
|
|
Net
assets |
|
|
$10,011,753
|
|
Shares
issued and outstanding(a) |
|
|
410,000
|
|
Net
asset value per share |
|
|
$24.42
|
|
Cost:
|
|
|
|
|
Investments,
at cost |
|
|
$10,104,215 |
|
|
|
|
|
|
(a)
|
Unlimited shares authorized.
|
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
FOUNDER-LED
ETF(a)
STATEMENT
OF OPERATIONS
For
the Period Ended December 31, 2025
|
|
|
|
|
|
INVESTMENT
INCOME:
|
|
|
|
|
Dividend
income |
|
|
$255
|
|
Total
investment income |
|
|
255
|
|
EXPENSES:
|
|
|
|
|
Investment
advisory fee |
|
|
3
|
|
Total
expenses |
|
|
3
|
|
Net
investment income |
|
|
252
|
|
REALIZED
AND UNREALIZED GAIN (LOSS)
|
|
|
|
|
Net
realized gain (loss) from:
|
|
|
|
|
Investments |
|
|
(1,282)
|
|
Net
realized gain (loss) |
|
|
(1,282)
|
|
Net
change in unrealized appreciation (depreciation) on:
|
|
|
|
|
Investments |
|
|
(107,957)
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
(107,957)
|
|
Net
realized and unrealized gain (loss) |
|
|
(109,239)
|
|
NET
INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
|
|
$
(108,987) |
|
|
|
|
|
|
(a)
|
Inception date of
the Fund was December 29, 2025. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
FOUNDER-LED
ETF
Statements
of Changes in Net Assets
|
|
|
|
|
|
OPERATIONS:
|
|
|
|
|
Net
investment income (loss) |
|
|
$252
|
|
Net
realized gain (loss) |
|
|
(1,282)
|
|
Net
change in unrealized appreciation (depreciation) |
|
|
(107,957)
|
|
Net
increase (decrease) in net assets from operations |
|
|
(108,987)
|
|
CAPITAL
TRANSACTIONS:
|
|
|
|
|
Shares
sold |
|
|
10,120,740
|
|
Net
increase (decrease) in net assets from capital transactions |
|
|
10,120,740
|
|
Net
increase (decrease) in net assets |
|
|
10,011,753
|
|
NET
ASSETS:
|
|
|
|
|
Beginning
of the period |
|
|
—
|
|
End
of the period |
|
|
$10,011,753
|
|
SHARES
TRANSACTIONS
|
|
|
|
|
Shares
sold |
|
|
410,000
|
|
Total
increase (decrease) in shares outstanding |
|
|
410,000 |
|
|
|
|
|
|
(a)
|
Inception date of
the Fund was December 29, 2025. |
The
accompanying notes are an integral part of these financial statements.
TABLE OF CONTENTS
FOUNDER-LED
ETF
FINANCIAL
HIGHLIGHTS
|
|
|
|
|
|
PER
SHARE DATA:
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$24.75
|
|
INVESTMENT
OPERATIONS:
|
|
|
|
|
Net
investment income(b) |
|
|
0.03
|
|
Net
realized and unrealized gain (loss) on investments(c) |
|
|
(0.36)
|
|
Total
from investment operations |
|
|
(0.33)
|
|
Net
asset value, end of period |
|
|
$24.42
|
|
Total
return(d) |
|
|
−1.34%
|
|
SUPPLEMENTAL
DATA AND RATIOS:
|
|
|
|
|
Net
assets, end of period (in thousands) |
|
|
$10,012
|
|
Ratio
of expenses to average net assets(e) |
|
|
0.49%
|
|
Ratio
of net investment income (loss) to average net assets(e) |
|
|
37.27%
|
|
Portfolio
turnover rate(d)(f) |
|
|
31% |
|
|
|
|
|
|
(a)
|
Inception date of
the Fund was December 29, 2025.
|
|
(b)
|
Net investment income
per share has been calculated based on average shares outstanding during the period.
|
|
(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
period, and may not reconcile with the aggregate gains and losses in the Statement of Operations due to share transactions for the period.
|
|
(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.
TABLE OF CONTENTS
FOUNDER-LED
ETF
Notes
to the Financial Statements
December 31,
2025
Note
1 – Organization
The
Corgi ETF Trust I is an open-end management investment company with multiple series, including the Founder-Led ETF (each, a “Fund”).
The Trust is a Delaware statutory trust formed on: July 15, 2025. The Trust is registered with the U.S. Securities and Exchange Commission
(“SEC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations thereunder, the “1940
Act”), as an open-end management investment company, and the offering of shares of beneficial interest (“Shares”) is
registered under the Securities Act of 1933, as amended (the “Securities Act”).The Trust is governed by its Board of Trustees
(the “Board”). The Founder-Led ETF is presented herein. The Fund seeks to track the performance, before fees and expenses,
of the Founder-Led Index (the “Index”).
Corgi
Strategies, LLC (the “Adviser”) will serve as investment adviser to the Fund.
Tuttle
Capital Management, LLC (the “Trading Sub-adviser”) will serve as trading sub-adviser to the Fund.
Note
2 – Summary of Significant Accounting Policies
The
following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies
are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation
of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net change in
net assets from operations for the reporting year. Actual results could differ from those estimates.
Securities
Valuation: The NAV of the Fund is calculated by the Administrator as of the scheduled close of regular
trading on the Fund’s primary listing exchange (generally 4:00 p.m., Eastern Time) on each day that the exchange is open for regular
trading. If market closures or early closes affect particular asset classes (for example, an early close for certain fixed-income markets
announced by the Securities Industry and Financial Markets Association, “SIFMA”), valuations for those holdings may reflect
the earlier close on such day.
In
valuing portfolio investments, the Fund generally uses market-based valuations. Prices may be obtained from one or more pricingservices,
directly from an exchange or trading venue, from quotations of major market makers or dealers, or, where appropriate, using amortized
cost for short-term instruments. For investments that trade on an exchange, a market valuation generally refers to the last reported sale
price or official closing price. Investments and other assets (and liabilities) denominated in currencies other than U.S. dollars areconverted
to U.S. dollars at current market rates as quoted by one or more sources on the valuation date.
When
market quotations are not “readily available” or are deemed unreliable, the Fund will determine a fair value in accordance
withRule 2a-5 under the Investment Company Act of 1940. The Board has adopted valuation policies and procedures and has designated
the Adviser as the Fund’s valuation designee (the “Valuation Designee”) pursuant to Rule 2a-5 to perform fair
value determinations, subject to Board oversight. Fair value methodologies may consider, among other things, evaluated prices from pricing
services, model inputs, observable market data, corporate actions, trading halts, significant events occurring after market close, and,
for derivatives, counterparty quotations and collateral. The use of fair value prices may result in values that differ from quoted or
published prices andmay cause the Fund’s NAV to differ from the value of an index at a point in time.
Derivatives
used to obtain leveraged exposure (for example, swaps, futures, and options) are valued pursuant to the Fund’s valuation procedures.
Depending on the instrument, valuation inputs may include exchange settlement prices, quotations from one or more dealers or pricing services,
models that reference observable market data, and, when appropriate, values of related instruments such as an exchange-traded fund designed
to track the Fund’s relevant reference asset or benchmark (particularly if that benchmark level is not computed as of the U.S. market
close). When market quotations are not readily available or are deemed unreliable, such instruments are valued at fair value in good faith
under the Fund’s Rule 2a-5 procedures.
The
valuation techniques described maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value.
These inputs are summarized in the three broad levels listed below:
|
Level 1 –
|
quoted prices in active markets for identical
securities |
TABLE OF CONTENTS
FOUNDER-LED
ETF
Notes
to the Financial Statements
December
31, 2025(Continued)
|
Level 2 –
|
other significant observable inputs (including
quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
|
Level 3 –
|
significant unobservable inputs (including
the Funds’ and Portfolios’ own assumptions in determining the fair value of investments) |
The
inputs or methodology used for valuing securities is not necessarily an indication of the risks associated with investing in those securities.
For example, short-term debt securities of sufficient credit quality maturing in less than 61 days may be valued using amortized
cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but
since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.
The
following is a summary of the inputs used to value each Fund’s investments as of December 31, 2025:
Founder-Led
ETF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stocks |
|
|
$9,779,747 |
|
|
$— |
|
|
$— |
|
|
$9,779,747
|
|
Real
Estate Investment Trusts |
|
|
216,511 |
|
|
— |
|
|
— |
|
|
216,511
|
|
Total
Investments |
|
|
$9,996,258 |
|
|
$— |
|
|
$— |
|
|
$9,996,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Refer
to the Schedule of Investments for further disaggregation of investment categories.
Investment
Transactions and Related Income: Changes in holdings of portfolio investments are reflected in the calculation
of the Fund’s NAV no later than the first business day following trade date. For financial reporting purposes, investment transactions
are accounted for on the trade date on the last business day of the reporting period. Realized gains or losses realized on sales of investments
are determined by comparing the identified cost of the security lot sold with the net sales proceeds. Interest income is recognized on
the accrual basis and includes, where applicable, the pro-rata amortization of premium or accretion of discount calculated using constant
yield to maturity or effective yield.
Dividend
income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value
of the securities received. Withholding taxes on foreign dividends have been recorded in accordance with the Fund’s understanding
of the applicable country’s tax rules and rates.
Distributions
received from the Fund’s investments in REITs may be characterized as ordinary income, net capital gains or return of capital. The
proper characterization of REIT distributions is generally not known until after the end of each calendar year. As such, the Fund may
use estimates in reporting the character of their income and distributions for financial statement purposes; otherwise, these amounts
are recorded once the issuers provide the information about the actual composition of the distributions. The actual character of distributions
to the Fund’s shareholders will be reflected on the Form 1099 received by shareholders after the end of the calendar year. Due to
the nature of REIT investments, a portion of the distributions received by the Fund’s shareholders may represent a return of capital.
Dividends
and Distributions: Dividends from net investment income and net realized capital gains to shareholders,
if any, are declared and paid at least annually for the Fund.
The
amounts of dividends from net investment income and distributions from net realized capital gains are determined in accordance with federal
income tax regulations, which may differ from GAAP. These “book/tax” differences are either considered temporary or permanent
in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the composition of net assets
based on their federal tax-basis treatment; temporary differences do not require reclassification.
Uninvested
Cash: The Fund may maintain cash at their custodian which, at times, may exceed United States federally
insured limits. The Fund maintains these balances with a high-quality financial institution. The Fund may incur charges on cash overdrafts.
TABLE OF CONTENTS
FOUNDER-LED
ETF
Notes
to the Financial Statements
December
31, 2025(Continued)
Federal
Income Taxes: The Fund intends to qualify as a regulated investment company (“RIC”) under
Subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Fund will not be subject to federal income tax to
the extent the Fund distributes substantially all its taxable net investment income and net capital gains to its shareholders. Therefore,
no provision for federal income tax should be required. Management of the Fund is required to determine whether a tax position taken by
the Fund is more likely than not to be sustained upon examination by the applicable taxing authority. Based on its analysis, Management
has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements as of the
fiscal period ended December 31, 2025. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as
income tax expense on the Statements of Operations. Management of the Fund are required to determine whether a tax position taken by the
Fund is more likely than not to be sustained upon examination by the applicable taxing authority. Based on its analysis, Management has
concluded that the Fund does not have any unrecognized tax benefits or uncertain tax positions that would require a provision for income
tax. During the period ended December 31, 2025, the Fund did not incur any interest or penalties.
NOTE
3 – SEGMENT REPORTING
In
accordance with the FASB Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
(“ASU 2023-07”), the Fund has evaluated its business activities and determined that it operates as a single reportable segment.
The
Fund’s investment activities are managed by the Principal Financial Officer, which serves as the Chief Operating Decision Maker
(“CODM”). The Principal Financial Officer is responsible for assessing the Fund’s financial performance and allocating
resources. In making these assessments, the Principal Financial Officer evaluates the Fund’s financial results on an aggregate basis,
rather than by separate segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly,
no additional segment disclosures are required. There were no intra-entity sales or transfers during the reporting period.
The
Fund primarily generates income through dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred,
including management fees, Fund operating expenses, and transaction costs, are considered general Fund-level expenses and are not allocated
to specific segments or business lines.
Management
has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate
its reporting requirements in accordance with applicable accounting standards.
Note
4 – Related Party Transaction
The
Adviser acts as each Fund’s investment adviser pursuant to an investment advisory agreement with the Trust (the “Investment
Advisory Agreement”).
Tuttle
Capital Management, LLC (the “Trading Sub-adviser”) acts as the trading sub-adviser to the of the Fund pursuant to investment
sub-advisory agreement with the Adviser (the “Sub-Advisory-Agreement”).
Under
an investment advisory agreement between the Trust, on behalf of the Fund, and the Adviser (the “Advisory Agreement”), the
Adviser provides investment advisory services to the Fund, including providing oversight of the Trading Sub-adviser, as well as daily
monitoring of the purchase and sale of securities by the Trading Sub-adviser for the Fund and regular review of the Trading Sub-adviser’s
performance.
The
Advisory Agreement provides that the Adviser will furnish investment advisory services in connection with the management of the Fund.
The Adviser provides portfolio management services, including developing investment recommendations, and provides certain administrative
services as well as overseeing and monitoring the nature and quality of the services provided by other service providers to the Fund.
The Adviser performs compliance monitoring services to help the Fund maintain compliance with applicable laws and regulations and provides
services related to, among others, the valuation of Fund securities, risk management and oversight of trade execution and brokerage services
carried out by the Trading Sub-adviser.
TABLE OF CONTENTS
FOUNDER-LED
ETF
Notes
to the Financial Statements
December
31, 2025(Continued)
Pursuant
to the Investment Advisory Agreement, the Founder-Led ETF paid the Adviser a monthly unitary management fee at an annual rate of 0.49%,
based on the Fund’s average daily net assets.
Under
the Investment Advisory Agreement, the Adviser has agreed to pay all operating expenses of the Fund, except for certain expenses, including
but not limited to, interest expenses, taxes, brokerage expenses, future Rule 12b-1 fees (if any), and the management fee payable
to the Adviser under the Investment Advisory Agreement.
Pursuant
to the Sub-Advisory Agreement, the Adviser compensates the Trading Sub-adviser out of the management fees it receives from the Fund.
For
the period ended December 31, 2025, the table below represents the amount the Fund incurred in management fees:
U.S.
Bancorp Fund Services, LLC dba U.S. Bank Global Fund Services (“Fund Services”), an indirect wholly- owned subsidiary of U.S.
Bancorp, serves as the Fund’s sub-administrator and, in that capacity performs various administrative and accounting services for
the Fund. Fund Services also serves as the Fund’s fund accountant, transfer agent, dividend disbursing agent and registrar. Fund
Services prepares various federal and state regulatory filings, reports and returns for the Fund, including regulatory compliance monitoring
and financial reporting; prepares reports and materials to be supplied to the trustees; monitors the activities of the Fund’s custodian,
transfer agent and accountants; reviews the Fund’s ad accrual and coordinates the preparation and payment of the advisor fees. U.S.
Bank, N.A., an affiliate of Fund Services, serves as the Fund’s custodian. For the period ended December 31, 2025, there were
no fees incurred by the Fund from the service providers described above as the Adviser bore all such costs.
Paralel
Distributors LLC (the “Distributor”) serves as the principal underwriter for shares of the Fund and acts as the Fund’s
distributor in a continuous public offering of the Fund’s shares and serves as the distributor of Creation Units for the Fund. Shares
are continuously offered for sale by the Trust through the Distributor only in Creation Units, as described further in Note 7. Shares
in less than Creation Units are not distributed by the Distributor.
The
Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, and a member of the Financial Industry
Regulatory Authority, Inc. (“FINRA”).
Note
5 – Purchases and Sales of Securities
The
costs of purchases and sales of securities, excluding short-term securities and in-kind transactions, during the period ended December 31,
2025, were as follows:
|
|
|
|
|
|
|
|
|
Founder-Led
ETF |
|
|
$3,517,211 |
|
|
$3,058,039 |
|
|
|
|
|
|
|
|
The
costs of purchases and sales of in-kind transactions, during the period ended December 31, 2025, were as follows:
|
|
|
|
|
|
|
|
|
Founder-Led
ETF |
|
|
$9,646,325 |
|
|
$ — |
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
FOUNDER-LED
ETF
Notes
to the Financial Statements
December
31, 2025(Continued)
Note
6 – Federal Income Tax Information
The
Founder-Led ETF did not distribute during the period ended December 31, 2025.
Net
capital losses incurred after October 31 and late year losses incurred after December 31 and within the taxable year are deemed
to arise on the first business day of the Fund’s next taxable year. For the period ended December 31, 2025, the Fund did not
have any late year losses nor post October losses. Capital loss carry forwards will retain their character as either short-term or long-term
capital losses. At December 31, 2025, the following capital loss carry forwards were available:
|
|
|
|
|
|
|
|
|
|
|
|
Founder-Led
ETF |
|
|
$(349) |
|
|
$ — |
|
|
$(349) |
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2025, the components of accumulated earnings (losses) for income tax purposes were as follows:
|
|
|
|
|
|
Federal
income tax cost of investments |
|
|
$10,105,148
|
|
Aggregate
gross unrealized appreciation |
|
|
1,265 |
|
Aggregate
gross unrealized (depreciation) |
|
|
(110,155) |
|
Net
unrealized appreciation (depreciation) |
|
|
(108,890) |
|
Undistributed
Ordinary Income |
|
|
252 |
|
Undistributed
Long Term Capital Gains |
|
|
—
|
|
Distributable
Earnings |
|
|
252 |
|
Accumulated
capital and other gain/(loss) |
|
|
(349) |
|
Total
distributable earnings (accumulated loss) |
|
|
$(108,987) |
|
|
|
|
|
Note
7 – Share Transactions
The
Fund currently offers one class of shares, which has no front-end sales loads, no deferred sales charges, and no redemption fees. The
standard fixed transaction fees for the Founder-Led ETF is $300, payable to the Custodian. Additionally, a variable transaction fee may
be charged by the Fund of up to a maximum of 2% of the value of the Creation Units (inclusive of any transaction fees charged), for each
creation or redemption. Variable transaction fees are imposed to compensate the Fund for the transaction costs associated with creation
and redemption transactions. The Adviser, subject to the approval of the Board, may adjust or waive the transaction fees from time to
time. The Fund may issue an unlimited number of shares of beneficial interest, with no par value. All shares of the Fund have equal rights
and privileges.
Shares
of the Founder-Led ETF are listed and traded on the NASDAQ, Inc. (the “Exchange”). Market prices for the Shares may be different
from their NAV. The Fund will issue and redeem Shares on a continuous basis at NAV only in large blocks of Shares, typically 10,000 Shares,
called “Creation Units.” Creation Unit transactions are conducted in exchange for the deposit or delivery of a designated
basket of in-kind securities and/or cash. Once created, Shares generally will trade in the secondary market in amounts less than a Creation
Unit and at market prices that change throughout the day. Except when aggregated in Creation Units, shares are not redeemable securities
of the Fund. Shares of the Fund may only be purchased or redeemed by certain financial institutions (“Authorized Participants”).
An Authorized Participant is either (i) a broker-dealer or other participant in the clearing process through the Continuous Net Settlement
System of the National Securities Clearing Corporation (“NSCC”) or (ii) a participant in the Depository Trust Company (“DTC”)
and, in each case, must have executed a Participant Agreement with the Fund’s 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
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.
For
the period ended December 31, 2025, no variable rate transaction fees have been assessed for the Fund.
TABLE OF CONTENTS
FOUNDER-LED
ETF
Notes
to the Financial Statements
December
31, 2025(Continued)
Note
8 – Beneficial Ownership
The
beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control
of the fund, under Section 2(a)(9) of the 1940 Act. As of the date of these financial statements, Corgi Strategies, LLC, the adviser to
the Founder-Led ETF, has no voting power of the shares outstanding of the Fund. Additionally, as of the date of these financial statements,
Tuttle Capital Management, LLC, the trading sub-adviser to the Founder-Led ETF, has no voting power of the shares outstanding of the Fund.
Note
9 – Principal Risks
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 their investment objectives.
A description of principal risks is included in each prospectus under the heading “Principal Investment Risks”.
Note
10 – Guarantees and Indemnification
In
the normal course of business, the Trust, on behalf of the Fund, enters into contracts with third-party service providers that contain
a variety of representations and warranties and that provide general indemnifications. Additionally, under the Trust organizational documents,
the officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. The
Fund’s maximum exposure under these arrangements is unknown, as it involves possible future claims that may or may not be made against
the Fund. The Adviser is of the view that the risk of loss to the Fund in connection with the Fund’s indemnification obligations
is remote; however, there can be no assurance that such obligations will not result in material liabilities that adversely affect the
Fund.
Note
11 – Accounting Pronouncements and/or Regulatory Updates
The
Fund adopted the FASB Accounting Standards Update 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures”
(“ASU 2023-09”). Adoption of the new standard by the Fund impacted financial statement disclosures only and did not affect
the Fund’s financial position or results of operations. A disaggregation of income taxes paid by jurisdiction is presented when
significant income taxes are paid. Income taxes paid by the Fund for the period were determined to not be significant.
Note
12 – Subsequent Events
In
preparing these financial statements, management of the Fund has evaluated events and transactions for potential recognition or disclosure
through the date the financial statements were issued. There were no transactions that occurred during the period subsequent to December 31,
2025, that materially impacted the amounts or disclosures in the Fund’s financial statements.
TABLE OF CONTENTS
FOUNDER-LED
ETF
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Trustees of Corgi ETF Trust I
and
the Shareholders of Founder-Led ETF
Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities of Founder-Led ETF (the “Fund”), a series of Corgi ETF Trust
I, including the schedule of investments, as of December 31, 2025, the related statement of operations, the statement of changes in net
assets and financial highlights for the period December 29, 2025 (commencement of operations) to December 31, 2025, 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 December 31, 2025, the results of its operations, the changes in its net assets
and the financial highlights for the period stated above, 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 audit. 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 have served as the
Fund’s auditor since 2025.
We
conducted our audit 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. The Fund
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit 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 audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation
of securities owned as of December 31, 2025, by correspondence with the custodian. We believe that our audit provides a reasonable basis
for our opinion.
TAIT,
WELLER & BAKER LLP
Philadelphia,
Pennsylvania
February
25, 2026
TABLE OF CONTENTS
FOUNDER-LED
ETF
Other
Non-Audited Information
December 31,
2025 (Unaudited)
Tax
Information
For
the period ended December 31, 2025, certain dividends paid by the Fund may be subject to reduced tax rates, as provided for by the
Jobs and Growth Tax Relief Reconciliation Act of 2003. The percentage of dividends declared from ordinary income designated as qualified
dividend income was as follows:
For
corporate shareholders, the percent of ordinary income distributions qualifying for the corporate dividends received deduction for the
period ended December 31, 2025 were as follows:
For
the period ended December 31, 2025, the percentage of taxable ordinary income distributions that are designated as short-term capital
gain distributions under Internal Revenue Code Section 871(k)(2)(C) for the Fund were as follows:
Frequency
Distribution of Premiums and Discounts
Information
regarding how often shares of the Fund traded on the Exchange at a price above (i.e., at a premium) or below (i.e., at a discount) the
NAV of the Fund are available on the Fund’s website at www.founderledfunds.com.
Disclosure
of Portfolio Holdings
The
Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and
third quarters of each fiscal year to date as exhibits to their reports on Form N-PORT. The Fund’s Form N-PORT reports
are available on the SEC’s website at www.sec.gov. It may also be reviewed and copied at the SEC’s Public Reference Room in
Washington, D.C. Information about the Public Reference Room may be obtained by calling 1-800-SEC-0330. In addition, the Fund’s
full portfolio holdings are updated daily and available on the Fund’s website at www.founderledfunds.com.
Proxy
Voting Policies and Procedures
A
description of the policies and procedures the Fund uses to determine how to vote proxies relating to portfolio securities is provided
in the Statements of Additional Information (“SAIs”). The SAI is available without charge upon request by calling toll-free
at (855) 552-6744, by accessing the SEC’s website at http://www.sec.gov, or by accessing the Fund’s website at www.founderledfunds.com.
Information on how the Fund’s voted proxies relating to portfolio securities during the most recent 12-month period ended December
31 are available without charge, upon request, by calling (855) 552-6744 or by accessing the website of the SEC.
TRUSTEES
AND OFFICERS
Information
regarding the Trustees and Officer is provided in the SAI. The SAI is available without charge upon request by calling toll-free at (855)
552-6744, by accessing the SEC’s website at http://www.sec.gov, or by accessing the Fund’s website at www.founderledfunds.com.
TABLE OF CONTENTS
FOUNDER-LED
ETF
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES (Unaudited)
An
open-end management investment company registered on Form N-1A [17 CFR 239.15A and 17 CFR 274.11A] must disclose the information concerning
changes in and disagreements with accountants and on accounting and financial disclosure required by Item 304 of Regulation S-K [17 CFR
229.304].
Response:
This is not applicable to the Registrant.
TABLE OF CONTENTS
FOUNDER-LED
ETF
PROXY
DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES (Unaudited)
If
any matter was submitted during the period covered by the report to a vote of shareholders of an open-end management investment company
registered on Form N-1A [17 CFR 239.15A and 17 CFR 274.11A], through the solicitation of proxies or otherwise, the company must furnish
the following information:
|
(1)
|
The date of the meeting and whether it was an
annual or special meeting. |
|
(2)
|
If the meeting involved the election of directors,
the name of each director elected at the meeting and the name of each other director whose term of office as a director continued after
the meeting. |
|
(3)
|
A brief description of each matter voted upon
at the meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to
each such matter, including a separate tabulation with respect to each matter or nominee for office. |
Response:
This is not applicable to the Registrant.
TABLE OF CONTENTS
FOUNDER-LED
ETF
REMUNERATION
PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES (Unaudited)
Unless
the following information is disclosed as part of the financial statements included in Item 7, an open-end management investment company
registered on Form N-1A [17 CFR 239.15A and 17 CFR 274.11A] must disclose the aggregate remuneration paid by the company during the period
covered by the report to:
|
(1)
|
All directors and all members of any advisory
board for regular compensation; |
|
(2)
|
Each director and each member of an advisory board
for special compensation; |
|
(4)
|
Each person of whom any officer or director of
the Fund is an affiliated person |
Response:
For the period ended December 31, 2025, the Fund paid $0 in aggregate remuneration to: (1) all Trustees for regular compensation; (2)
each Trustee for special compensation; (3) all officers; and (4) each person of whom any officer or Trustee is an affiliated person. Trustees
may be reimbursed for reasonable travel and other out-of-pocket expenses incurred in connection with attending meetings, and the Trust
has no pension or retirement plan.
Beginning
in 2026, the Trust expects to compensate its Independent Trustees for service on the Board. As disclosed in the Trust’s most recent
post-effective amendment materials, estimated total compensation from the Trust’s fund complex paid to each Independent Trustee
for the fiscal year ending December 31, 2026 is $30,000 (excluding expense reimbursements), and Interested Trustees are estimated to receive
$0.
TABLE OF CONTENTS
FOUNDER-LED
ETF
STATEMENT
REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT (Unaudited)
If
the board of directors approved any investment advisory contract during the Fund’s most recent fiscal half-year, discuss in reasonable
detail the material factors and the conclusions with respect thereto that formed the basis for the board’s approval. Include the
following in the discussion:
|
(1)
|
Factors relating to both the board’s
selection of the investment adviser and approval of the advisory fee and any other amounts to be paid by the Fund under the contract.
These factors would include, but not be limited to, a discussion of the nature, extent, and quality of the services to be provided by
the investment adviser; the investment performance of the Fund and the investment adviser; the costs of the services to be provided and
profits to be realized by the investment adviser and its affiliates from the relationship with the Fund; the extent to which economies
of scale would be realized as the Fund grows; and whether fee levels reflect these economies of scale for the benefit of Fund investors.
Also indicate in the discussion whether the board relied upon comparisons of the services to be rendered and the amounts to be paid under
the contract with those under other investment advisory contracts, such as contracts of the same 14 and other investment advisers with
other registered investment companies or other types of clients (e.g., pension funds and other institutional investors). If the board
relied upon such comparisons, describe the comparisons and how they assisted the board in concluding that the contract should be approved;
and |
|
(2)
|
If applicable, any benefits derived or to be
derived by the investment adviser from the relationship with the Fund such as soft dollar arrangements by which brokers provide research
to the Fund or its investment adviser in return for allocating Fund brokerage. |
Response:
At a meeting held on August 22, 2025, the Board of Trustees of Corgi ETF Trust I (the “Board”), including a majority of the
Independent Trustees, approved the Investment Advisory Agreement (the “Advisory Agreement”) between the Trust and Corgi Strategies,
LLC (the “Adviser”), including the Fund’s unitary advisory fee rate of 0.49%.
The
following factors were considered when approving the Advisory Agreement:
-
Nature, extent, and quality of services: The Board considered the scope of services to be provided by the Adviser, including portfolio
management, oversight of trading/sub-advisory arrangements, compliance and risk management support, and oversight of key service providers.
-
Unitary fee structure/expense arrangement: The Board noted that the Adviser is responsible for paying substantially all ordinary operating
expenses of the Fund (excluding certain identified expenses). The Board evaluated this structure as beneficial to shareholders for its
fee transparency and centralized expense responsibility.
-
Advisory fee reasonableness and comparative considerations: The Board reviewed the fee in light of the services provided and the Fund’s
ETF structure. As the Fund was newly organized, the review focused on the Adviser’s resources and ability to implement the Fund’s
strategy.
-
Profitability and fall-out benefits: The Board considered the costs expected to be incurred by the Adviser and the potential benefits
to the Adviser and its affiliates from their relationship with the Fund.
-
Economies of scale: The Board considered potential economies of scale as the Fund grows. Given the Fund’s new status, the Board
determined it would monitor asset growth and expense relationships over time.
(b) Financial Highlights are included within the financial statements filed
under Item 7(a) of this Form.
Item 8.
Changes in and Disagreements with Accountants for Open-End Investment Companies.
Response included within Item 7(a) of this Form.
Item 9.
Proxy Disclosure for Open-End Investment Companies.
Response included within Item 7(a) of this Form.
Item 10.
Remuneration Paid to Directors, Officers, and Others of Open-End Investment Companies.
Response included within Item 7(a) of this Form.
Item 11.
Statement Regarding Basis for Approval of Investment Advisory Contract.
Response included within
Item 7(a) of this Form.
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 Principal Executive Officer and Principal Financial Officer
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.
(a) Not Applicable
(b) Not Applicable
Item 19. Exhibits.
(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 to open-end investment companies.
(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 to open-end investment companies and ETFs.
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.
| |
By: |
/s/
Emily Z. Yuan |
|
| |
|
Emily Z. Yuan, Principal Executive Officer |
|
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: |
/s/
Emily Z. Yuan |
|
| |
|
Emily Z. Yuan, Principal Executive Officer |
|
| |
By: |
/s/
Nicolas S. Laqua |
|
| |
|
Nicolas S. Laqua, Principal Financial Officer |
|
EX.99.CODE
ETH
CORGI ETF TRUST I
CODE OF ETHICS FOR PRINCIPAL OFFICERS
(Sarbanes-Oxley Section 406)
I. Purpose
This Code of Ethics for Principal Officers (this “Code”)
is adopted by Corgi ETF Trust I (the “Trust”) to promote:
| 1. | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; |
| 2. | full, fair, accurate, timely, and understandable disclosure in reports and documents that the Trust files
with, or submits to, the U.S. Securities and Exchange Commission (“SEC”) and in other public communications; |
| 3. | compliance with applicable laws, rules, and regulations; |
| 4. | prompt internal reporting of violations of this Code; and |
| 5. | accountability for adherence to this Code. |
This Code is intended to meet the standards contemplated
by Section 406 of the Sarbanes-Oxley Act of 2002 and related disclosure requirements applicable to the Trust.
II. Covered Officers
This Code applies to each of the Trust’s principal
officers, including the Trust’s:
| 1. | principal executive officer (or persons performing similar functions); |
| 2. | principal financial officer (or persons performing similar functions); and |
| 3. | principal accounting officer or controller (or persons performing similar functions) |
(each, a “Principal Officer,”
and collectively, the “Principal Officers”).
III. Honest and Ethical Conduct; Conflicts of Interest
Each Principal Officer must act with honesty and integrity,
including the ethical handling of actual or apparent conflicts of interest.
A “conflict of interest”
occurs when a Principal Officer’s private interest interferes, or appears to interfere, with the interests of the Trust, its series,
or shareholders. Conflicts can arise from financial interests, personal relationships, outside employment or service, gifts and entertainment,
or other circumstances.
Each Principal Officer must:
| 1. | avoid conflicts of interest whenever possible; |
| 2. | disclose to the Trust’s Chief Compliance Officer (the “CCO”) any material
transaction or relationship that reasonably could be expected to give rise to a conflict of interest (including any actual or apparent
conflict); and |
| 3. | comply with any direction or remedial action determined by the CCO and/or the Trust’s Board of Trustees
(the “Board”) to address the conflict. |
Related-party transactions. Principal Officers must
promptly disclose any related-party transaction (or proposed transaction) involving the Trust, its service providers, or affiliates in
which the Principal Officer (or an immediate family member) has a direct or indirect material interest.
IV. Fair Dealing
Each Principal Officer shall endeavor to deal fairly
with shareholders, the Trust’s service providers, vendors, regulators, and others with whom the Trust does business. No Principal
Officer may take unfair advantage through manipulation, concealment, abuse of confidential information, misrepresentation of material
facts, or any other unfair dealing practice.
V. Compliance With Laws, Rules, and Regulations
Each Principal Officer must comply with all applicable
laws, rules, and regulations, including those relating to:
| 1. | securities laws and SEC reporting obligations; |
| 2. | anti-fraud standards and truthful communications; |
| 3. | books and records requirements; and |
| 4. | any Trust policies applicable to the Principal Officer’s role (including compliance, valuation,
liquidity, disclosure controls, cybersecurity, and record retention policies). |
VI. Accuracy of Periodic Reports and Public Communications
Each Principal Officer has responsibility for promoting
and maintaining a culture of accurate and complete disclosure.
Each Principal Officer must:
| 1. | take reasonable steps within the scope of their responsibilities to ensure that periodic reports and other
documents filed with or submitted to the SEC, and other public communications, are full, fair, accurate, timely, and understandable; and |
| 2. | promptly bring to the attention of the CCO (and, if appropriate, the Board) any information the Principal
Officer believes may be materially inaccurate, misleading, incomplete, or untimely. |
VII. Disclosure Controls; Internal Controls; Books and Records
Each Principal Officer must:
| 1. | comply with the Trust’s disclosure controls and procedures and internal control processes relevant
to the Trust’s financial reporting and public disclosures; |
| 2. | not knowingly cause, permit, or direct the falsification of any Trust books, records, or accounts; |
| 3. | ensure that Trust records are maintained accurately and in reasonable detail to reflect transactions and
dispositions of assets; and |
| 4. | cooperate fully with internal and external auditors, legal counsel, and regulators, including by providing
truthful and complete information. |
VIII. Confidentiality and Information Security
Each Principal Officer must protect confidential information,
including nonpublic information about the Trust, its series, shareholders, service providers, and affiliates, except when disclosure is
authorized or legally required.
Principal Officers must comply with all Trust information
security and cybersecurity policies applicable to their roles and must promptly report suspected or actual data incidents, unauthorized
access, or misuse of confidential information to the CCO (and any designated security contact) as soon as practicable.
IX. Insider Trading and Use of Material Nonpublic Information
No Principal Officer may trade securities (or cause
others to trade) on the basis of material nonpublic information or communicate such information to others in violation of law or Trust
policy.
This Code is not intended to replace any separate insider
trading policy; to the extent an insider trading policy applies, the Principal Officer must comply with it.
X. Reporting Violations; Non-Retaliation
Each Principal Officer must promptly report any known
or suspected violation of this Code to the CCO. Reports may be made confidentially and, where permitted by law and policy, anonymously.
The Trust prohibits retaliation against any person
who, in good faith, reports a suspected violation of this Code or participates in an investigation. Any retaliation is itself a violation
of this Code.
XI. Administration; Investigations
Administration. The CCO (or their designee) will administer
this Code, including receiving reports, conducting or coordinating investigations, and recommending corrective action.
Cooperation. Principal Officers must cooperate fully
in any investigation relating to compliance with this Code.
XII. Waivers; Amendments; Disclosure
Waivers. Any waiver of this Code for a Principal Officer
must be approved by the Board (or a committee of the Board) and documented in writing.
Disclosure. If and to the extent required by applicable
law or SEC rules, the Trust will disclose any waiver of this Code for a Principal Officer and any amendments to this Code in the manner
required by such rules.
Amendments. This Code may be amended from time to time
by the Board.
XIII. Sanctions
Violations of this Code may result in disciplinary
action, up to and including removal from office or termination of relationship with the Trust (subject to applicable agreements and law),
as determined by the Board in consultation with the CCO and counsel.
XIV. Effective Date
This Code is effective as of the effective date of
the Trust.