UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~ 15March 4, 2023

DBX ETF TRUST

(Exact name of registrant as specified in its charter)

Delaware	811-22487	~~811~~30-~~22487~~1310323	~~30-1304361~~
(State or other jurisdiction		(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		File Number)	Identification No.)

875 Third Avenue

New York, New York 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 454-4500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered Xtrackers Net Zero Pathway Paris Aligned US Equity ETF USNZ NYSE Arca, Inc.

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on which Registered

Xtrackers S&P 500 Value ESG ETF

SNPV

Cboe BZX Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~August~~March 154, ~~2023~~2024, the ~~Regulation~~staff ~~Staff~~of (the Listing Qualifications Department (the “Staff”) of the ~~NYSE~~Cboe BZX Exchange, Inc. (the “Exchange”) provided written notice (the “Deficiency Notification”) to DBX ETF Trust (the “Trust”) that, itbased ison ~~not~~the inStaff’s ~~compliance~~review ~~with~~ of the ~~continued~~period ~~listing~~between ~~standard~~November 22, of2023, ~~NYSE~~and ~~Arca~~January 23, ~~Inc.~~2024 (the “~~Exchange~~Review Period”), it had determined that Xtrackers S&P 500 Value ESG ETF (the “Fund”) did not meet the beneficial holders requirement set forth in ~~NYSE~~Exchange ~~Arca~~ Rule 514.~~2-E~~11(jl)(84)(eB)(2i)(Cc) (the “Rule”), ~~that~~which ~~requires~~states that ~~after~~ the ~~twelve-month~~Exchange ~~anniversary~~will ofconsider ~~initial~~the ~~listing~~suspension onof ~~the~~trading ~~Exchange~~in, anand ~~ETF~~will iscommence ~~required~~delisting toproceedings ~~maintain~~under atRule ~~least~~14.12 ~~50 beneficial~~for, ~~holders.~~a ~~Xtrackers~~series ~~Net~~of ~~Zero~~ETF ~~Pathway~~shares ~~Paris~~if, ~~Aligned~~following USthe ~~Equity~~initial ~~ETF~~twelve ~~(the~~month ~~“Fund”),~~period aafter ~~series~~commencement of trading on the ~~Trust,~~Exchange ~~was~~of ~~reported~~a toseries ~~have~~of ETF ~~less~~shares, there are fewer than 50 beneficial ~~shareholders~~holders asof the series of ~~August~~ETF 3,shares ~~2023~~for 30 or more consecutive trading days.

InThe ~~accordance~~Deficiency ~~with~~Notification ~~Exchange~~further ~~procedures,~~notified the Trust that ~~submitted~~it amay ~~written response~~submit to the Staff ~~outlining~~within ~~the~~45 ~~Trust’s~~calendar ~~plan~~days toof ~~increase~~ the ~~number~~date of ~~shareholders~~the ofDeficiency Notification a plan for the Fund ~~and~~to ~~regain~~gain compliance with the Rule ~~5.2-E~~ (~~j)(8)(e)(2)(C)).~~a On“Plan ~~September~~for 1,Compliance”). ~~2023,~~If the ~~Staff~~Trust ~~granted~~does ~~the~~not ~~Trust’s~~submit ~~request~~a Plan for anCompliance ~~extension~~by ofApril ~~time~~18, to2024, ~~comply~~the ~~and~~Staff ~~hasprovided~~will upissue to a ~~six-month~~Staff ~~“cure~~Delisting ~~period” beginning on September 1, 2023~~Determination. In ~~order~~response ~~for the Fund~~ to ~~re-gain compliance during~~ the ~~“cure period~~Deficiency Notification,” the Trust ~~will~~intends ~~be required~~ to ~~demonstrate~~submit ~~that~~a ~~the~~Plan ~~Fund~~for ~~has~~Compliance ~~had~~to the atStaff ~~least~~by 50April ~~record~~18, or2024, ~~beneficial~~which ~~shareholders~~will ~~over~~outline ~~a period of two consecutive months. If~~ the Trust’s isplan ~~unable~~ to ~~demonstrate~~increase ~~that~~ the ~~Fund~~number ~~has~~of atFund ~~least 50 (record or)~~ beneficial holders byand ~~the~~gain ~~end~~compliance ofwith the ~~“cure period,” the Staff may delist the Fund~~Rule.

Forward-Looking Statements

This report contains forward-looking statements ~~within~~ within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements may ~~include~~ include words such as “anticipate,” “believe,” “may,” “intends” and other words and terms of similar meaning, including in connection with any discussion of the timing or nature of future financial performance or other events. Such forward-looking statements are subject to certain risks and uncertainties, including whether the Trust is able to ~~re-~~gain compliance with ~~Exchange~~the ~~continued~~Exchange’s continued listing standards, whether the Fund is able to avoid potential delisting from the Exchange, and other factors disclosed by the Trust from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, the Trust’s actual ~~results~~ results may differ materially from those indicated or implied by such forward-looking statements. Except as required by law, the Trust ~~disclaims~~ disclaims any obligation to publicly update such statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DBX ETF Trust		~~DBX ETF Trust~~
Date:	~~September~~March 6, ~~2023~~2024	By:	/s/Freddi Klassen	~~By:~~	~~/s/Freddi Klassen~~
				Name:	Freddi Klassen
		Name: Title:	Freddi Klassen President and Chief Executive Officer
				Title:	President and Chief Executive Officer

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