Virtus Newfleet ABS/MBS ETF (VABS) 8-A12BRegistration of securities on exchange

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Virtus ETF Trust II

(Exact name of registrant as specified in its Trust Instrument)

Securities to be registered pursuant to Section 12(b) of the Act:

 If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-206600

Securities to be registered pursuant to Section 12 (g) of the Act:

(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

A description of the shares of beneficial interest, no par value, of the Virtus Terranova U.S. Quality Momentum ETF, a series of the Registrant, to be registered hereunder is set forth in Post-Effective Amendment No. 80 to the Registrant’s Registration Statement on Form N-1A (Commission File Nos. 333-206600; 811-23078), as filed on November 23, 2022, which description is incorporated herein by reference.

1.           Registrant’s Certificate of Trust is incorporated herein by reference to Exhibit (a)(1) to the Registrant’s Registration Statement on Form N-1A (Commission File Nos. 333-206600; 811-23078), as filed on August 26, 2015.

2.           Registrant’s Agreement and Declaration of Trust is incorporated herein by reference to Exhibit (a)(2) to the Registrant’s Post-Effective Amendment No. 8 to the Registrant’s Registration Statement on Form N-1A (Commission File Nos. 333-206600; 811-23078), as filed on June 3, 2016.

3.           Registrant’s Bylaws are incorporated herein by reference to Exhibit (b) to the Registrant’s Registration Statement on Form N-1A (Commission File Nos. 333-206600; 811-23078), as filed on August 26, 2015.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.