As filed with the Securities and Exchange Commission on April 26, 2021

Registration No. 333-238098

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 6

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DYNAMIC SHARES TRUST

(Exact name of registrant as specified in its charter)

401 W Superior St, Suite 300

Chicago, IL 60654

(678) 834-4218

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Xinyu Jiang

c/o Dynamic Shares LLC

401 W Superior St, Suite 300

Chicago, IL 60654

(678) 834-4218

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. [X]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Dynamic Short Short-Term Volatility Futures ETF

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. [  ]

CALCULATION OF REGISTRATION FEE

† The amount of the registration fees for the indicated securities have been calculated in reliance upon Rule 457(o) under the Securities Act and using the proposed maximum aggregate offering price as described above.

* $12,980.00 has already been paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 6 (“Amendment No. 6”) to the Registration Statement on Form S-1 (File No. 333-238098) of Dynamic Shares Trust (“Registration Statement”) is being filed solely for the purpose of filing Exhibit 23.3 as indicated in Part II of this Amendment No. 6. This Amendment No. 6 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.

PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution

The following chart reflects estimated amounts required to prepare and file this Registration Statement and complete the offering of the Shares registered hereby. All the expenses are estimates. All such expenses will be borne by the Sponsor.

Item 14. Indemnification of Directors and Officers

The Amended and Restated Trust Agreement of the Trust provides for, and as amended from time-to-time, will provide for, the indemnification of the Sponsor. The Sponsor (including Covered Persons as will be provided under each amended and restated Trust Agreement) shall be indemnified by the Trust (or any series (including the Fund) separately to the extent the matter in question relates to a single series or is otherwise disproportionate), against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Sponsor may be or may have been involved as a party or otherwise or with which such Sponsor may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as the Sponsor or by reason of his or her being or having been the Sponsor except with respect to any matter as to which such Sponsor shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Sponsor’s action was in the best interests of the Trust and except that the Sponsor shall not be indemnified against any liability to the Trust or its shareholders by reason of willful misconduct or gross negligence of such Sponsor.

We have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our Sponsor and Covered Persons or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities

Five Shares have been issued to the Sponsor at an aggregate purchase price of $100.

Item 16. Exhibits and Financial Statement Schedules

The following documents (unless otherwise indicated) are filed herewith and made a part of this Registration Statement:

(a) Exhibits. The following exhibit are filed herewith:

(1) Incorporated by reference to the Trust’s Registration Statement, filed on May 8, 2020.

Item 17. Undertakings

Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 per cent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

Provided, however, that:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(Signature Page Follows)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Trust has duly caused this Registration Statement on Pre-Effective Amendment No. 6 to Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, Illinois, on the 26th day of April, 2021.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Pre-Effective Amendment No. 6 to Form S-1 has been signed by the following persons on behalf of the Trust in the capacities and on the date indicated.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Pre-Effective Amendment No. 6 to Form S-1 has been signed by the following persons on behalf of the Sponsor (Dynamic Shares LLC) in the capacities and on the date indicated.

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm in this Registration Statement on Form S-1 of Dynamic Short Short-Term Volatility Futures ETF (the “Fund”), a series of Dynamic Shares Trust (the “Trust”) and to the use of our report dated February 4, 2021 on the combined Statements of Condition of the Trust and individual Fund as of December 31, 2020 and December 31, 2019. Such financial statement appears in this Registration Statement. We also consent to use of our name under the headings “Experts” and “Appointment of Auditor” in this Registration Statement.