Teucrium Commodity Trust S-1/A, filed Dec 10, 2020

Teucrium Commodity Trust (BTCK)

S-1/A 2020-12-10

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Added on October 21, 2026

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Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒ Emerging growth company ☐

	Amount to be Registered	Proposed Maximum Offering Price Per Share*	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee**
Common units of Teucrium Water Fund, a series of the Registrant	1,000	$25.00	$25,000	$3.25

	Page
PART ONE – DISCLOSURE DOCUMENT
PROSPECTUS SUMMARY	5
Principal Offices of the Fund and the Sponsor	5
Breakeven Point	5
Operation of the Fund	5
Principal Investment Risks of an Investment in the Fund	6
Determination of NAV	7
Defined Terms	8
Breakeven Analysis	8
The Offering	9
WHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN THE FUND?	11
Risks Associated with Investing Directly or Indirectly in Water	11
The Fund’s Operating Risks	15
Risk of Leverage and Volatility	23
Over the counter Contract Risk	23
Risk of Trading in International Markets	24
Tax Risk	25
THE OFFERING	27
The Fund in General	27
The Sponsor	27
Prior Performance of the Fund	29
The Trustee	30
Operation of the Fund	30
Futures Contracts	32
Over the counter Derivatives	34
The Fund’s Investments in Cash and Cash Equivalents	34
Other Trading Policies of the Fund	35
Benchmark Performance	36
The Fund’s Service Providers	36
Form of Shares	39
Transfer of Shares	40
Inter-Series Limitation on Liability	40
Plan of Distribution	40
Calculating NAV	41

Creation and Redemption of Shares	42
Secondary Market Transactions	45
Use of Proceeds	46
The Trust Agreement	46
The Sponsor Has Conflicts of Interest	49
Interests of Named Experts and Counsel	49
Provisions of Federal and State Securities Laws	50
Books and Records	50
Statements, Filings, and Reports to Shareholders	50
Fiscal Year	50
Governing Law	50
Legal Matters	51
Privacy Policy	51
U.S. Federal Income Tax Considerations	52
Investment by ERISA Accounts	60
INCORPORATION BY REFERENCE OF CERTAIN INFORMATION	63
INFORMATION YOU SHOULD KNOW	63
WHERE YOU CAN FIND MORE INFORMATION	64
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	65
APPENDIX A - GLOSSARY OF DEFINED TERMS	66
PART TWO – STATEMENT OF ADDITIONAL INFORMATION	68

●	The Fund has no operating history, so there is no performance history to serve as a basis for you to evaluate an investment in the Fund. In addition, the Fund may not be successful in implementing its investment objective or may fail to attract sufficient assets.
●	The Water Futures Contracts are a new type of futures contract that has no trading and operational history.

●	Unlike mutual funds, commodity pools and other investment pools that manage their investments so as to realize income and gains for distribution to their investors, the Fund generally does not distribute dividends to holders of Fund Shares (“Shareholders”). You should not invest in the Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for other purposes.
●	Investors may choose to use the Fund as a means of investing indirectly in water, and there are risks involved in this investment strategy. The risks and hazards that are inherent in the market for water may cause the price of water to fluctuate widely.
●	Only an Authorized Purchaser may engage in creation or redemption transactions with the Fund. The Fund has a limited number of institutions that act as Authorized Purchasers. To the extent that these institutions exit the business or are unable or unwilling to proceed with creation and/or redemption orders with respect to the Fund, Fund Shares may, particularly in times of market stress, trade at a discount to the NAV per Share and possibly face trading halts and/or delisting.
●	The price relationship between the near month Water Futures Contract to expire and the Benchmark Component Futures Contracts will vary and may impact both the Fund’s total return over time and the degree to which such total return tracks the total return of water price indices. In some cases, the near month contract’s price is lower than later expiring contracts’ prices (a situation known as “contango” in the futures markets). In the event of a prolonged period of contango, and absent the impact of rising or falling water prices, this could have a significant negative impact on the Fund’s NAV and total return, and you could incur a partial or total loss of your investment in the Fund.
●	You will have no rights to participate in the management of the Fund and will have to rely on the duties and judgment of the Sponsor to manage the Fund.
●	The Fund pays fees and expenses that are incurred regardless of whether it is profitable.
●	The Fund seeks to have the changes in its Shares’ NAV track changes in the Benchmark, rather than profit from speculative trading of Water Futures Contracts or from the use of leverage (i.e., the Sponsor manages the Fund so that the aggregate value of the Fund’s exposure to losses from its investments in Benchmark Component Futures Contracts at any time will not exceed the value of the Fund’s assets). There is no assurance that the Sponsor will successfully implement this investment strategy, and if the Fund becomes leveraged, you could lose all or substantially all of your investment if the Fund’s trading positions suddenly turn unprofitable.
●	In addition to Benchmark Component Futures Contracts, the Fund reserves the right to invest in other water interests, including exchange-listed and/or OTC swap agreements, OTC forward contracts, exchange-listed and/or OTC options, exchange-listed futures and exchange-listed options on futures. However, the Fund does not intend to invest in security-based swaps. The reasons for and circumstances that may result in the portfolio manager investing in such alternative instruments could include, but are not limited to, considerations of market liquidity and relative investment expenses or the imposition of position or accountability limits. The Fund does not have a limit on the percentage of Fund assets that may be invested in swap agreements. To the extent that these other water interests are contracts individually negotiated between their parties, they may not be as liquid as Benchmark Component Futures Contracts and will expose the Fund to credit risk that its counterparty may not be able to satisfy its obligations to the Fund.
●	The regulation of commodity interest transactions in the United States has historically been comprehensive and is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Future U.S. or foreign regulatory changes may alter the nature of an investment in the Fund, or the ability of the Fund to continue to implement its investment strategy.
●	Failures or breaches of the electronic systems of the Fund, the Sponsor, or third parties or other events such as the recent COVID-19 pandemic have the ability to cause disruptions and negatively impact the Fund’s business operations, potentially resulting in financial losses to the Fund and its shareholders.

	Per Share	Per Basket

Assumed initial selling price	$ 25.00	$ [●]
Management Fee (1.00%) (1)	$ [●]	$ [●]
Brokerage Commissions (2)	$ [●]	$ [●]
Other Fund Fees and Expenses (3) (4)	$ [●]	$ [●]
Interest and Other Income ( [●]%) (5)	$ [●]	$ [●]
Amount of trading income (loss) required for the redemption value at the end of one year to equal the selling price	$ [●]	$ [●]
Percentage of selling price (6)	[●]%	[●]%

Offering		The Fund’s Shares are listed on the NYSE Arca and investors may purchase and sell Shares through their broker-dealer. The Fund only offers Creation Baskets consisting of 10,000 Shares through the Distributor to Authorized Purchasers. Authorized Purchasers may purchase Creation Baskets consisting of 10,000 Shares at the Fund’s NAV.

Use of Proceeds		The Sponsor applies substantially all of the Fund’s assets toward investing in Benchmark Component Futures Contracts, cash, and cash equivalents. The Sponsor deposits a portion of the Fund’s net assets with its futures commission merchant (“FCM”) or other financial institutions to be used to meet its current or potential margin or collateral requirements in connection with its investment in Benchmark Component Futures Contracts. The Fund uses only cash and cash equivalents to satisfy these requirements. The Sponsor expects that all entities that will hold or trade the Fund’s assets will be based in the United States and will be subject to United States regulations. The Sponsor believes that approximately 10-20% of the Fund’s assets will normally be committed as margin for Benchmark Component Futures Contracts. However, from time to time, the percentage of assets committed as margin/collateral may be substantially more, or less, than such range due to, among others, price volatility caused by changes in the fundamentals of the underlying commodity resulting in increased margin requirements by the exchange. The remaining portion of the Fund’s assets is held in cash or cash equivalents. All interest or other income earned on these investments is retained for the Fund’s benefit.

NYSE Arca Symbol		“WWTR”

Creation and Redemption		Authorized Purchasers pay a $250 fee per order to create Creation Baskets, and a $250 fee per order for Redemption Baskets, which is paid to the Custodian. Authorized Purchasers are not required to sell any specific number or dollar amount of Shares. The per share price of Shares offered in Creation Baskets is the total NAV of the Fund calculated as of the close of the NYSE Arca on that day divided by the number of issued and outstanding Shares.

Inter-Series Limitation on Liability		While the Fund will be one of six separate series of the Trust, additional series may be created in the future. The Trust has been formed and will be operated with the goal that the Fund and any other series of the Trust will be liable only for obligations of such series, and a series will not be responsible for or affected by any liabilities or losses of or claims against any other series. If any creditor or shareholder in any particular series (such as the Fund) were to successfully assert against a series a claim with respect to its indebtedness or Shares, the creditor or shareholder could recover only from that particular series and its assets. Accordingly, the debts and other obligations incurred, contracted for or otherwise existing solely with respect to a particular series will be enforceable only against the assets of that series, and not against any other series or the Trust generally or any of their respective assets. The assets of the Fund and any other series will include only those funds and other assets that are paid to, held by or distributed to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the purchase of Shares in a series.

Registration Clearance and Settlement		Individual certificates are not issued for the Shares. Instead, Shares will be represented by one or more global certificates, which are deposited by the transfer agent with the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Beneficial interests in Shares are held through DTC’s book-entry system, which means that Shareholders are limited to: (1) participants in DTC such as banks, brokers, dealers and trust companies (“DTC Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (“Indirect Participants”), and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of Shares. DTC Participants acting on behalf of investors holding Shares through such DTC Participants’ accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same-Day Funds Settlement System. Shares are credited to DTC Participants’ securities accounts following confirmation of receipt of payment.

Net Asset Value		The NAV is calculated by taking the current market value of the Fund’s total assets and subtracting any liabilities and dividing the balance by the number of Shares. Under the Fund’s current operational procedures, U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), the Fund’s “Administrator” calculates the NAV of the Fund’s Shares as of the earlier of 4:00 p.m. (EST) or the close of the New York Stock Exchange each day. ICE Data Indices, LLC calculates an approximate net asset value every 15 seconds throughout each day that the Fund’s Shares are traded on the NYSE Arca for as long as the CME’s main pricing mechanism is open.


Fund Expenses		The Fund pays the Sponsor a management fee at an annual rate of 1.00% of the Fund’s average daily net assets. The Fund is also responsible for other ongoing fees, costs and expenses of its operations, including (i) brokerage and other fees and commissions incurred in connection with the trading activities of the Fund; (ii) expenses incurred in connection with registering additional Shares of the Fund or offering Shares of the Fund; (iii) the routine expenses associated with the preparation and, if required, the printing and mailing of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, Trust meetings and preparing, printing and mailing proxy statements to Shareholders; (iv) the payment of any distributions related to redemption of Shares; (v) payment for routine services of the Trustee, legal counsel and independent accountants; (vi) payment for routine accounting, bookkeeping, custody and transfer agency services, whether performed by an outside service provider or by Affiliates of the Sponsor; (vii) postage and insurance; (viii) costs and expenses associated with investor relations and services; (ix) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income, assets or operations of the Fund; (x) payment for marketing services; and (xi) extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto). The estimated amount of fees and expenses that are anticipated to be incurred in a single Share during the first twelve (12) months of ownership is $[●] or [●]% of the selling price. The total estimated fees and expenses are expressed as a percentage of an estimated $[●] million in assets. These fees and expenses are net of any expenses or management fees waived by the Sponsor. The Sponsor may, in its discretion, pay or reimburse the Fund for, or waive a portion of its management fee to offset, expenses that would otherwise be borne by the Fund.

		The Sponsor will bear the costs and expenses related to the initial offer and sale of Shares, including registration fees paid or to be paid to the SEC, Financial Industry Regulatory Authority (“FINRA”) or any other regulatory body or self-regulatory organization. None of the costs and expenses related to the initial offer and sale of Shares, which total approximately $[●], are chargeable to the Fund, and the Sponsor may not recover any of these costs and expenses from the Fund. Total fees to be paid by the Fund are currently estimated to be approximately [●]% of the daily net assets of the Fund for the twelve-month period ending [●], though this amount may change in future years. The Sponsor may, in its discretion, pay or reimburse the Fund or an Underlying Fund for, or waive a portion of its management fee for an Underlying Fund to offset, expenses that would otherwise be borne by the Fund or Underlying Fund.

		General expenses of the Trust will be allocated among the existing Teucrium Funds and any future series of the Trust as determined by the Sponsor in its discretion. The Trust may be required to indemnify the Sponsor, and the Trust and/or the Sponsor may be required to indemnify the Trustee, Distributor or Administrator, under certain circumstances.

Termination Events		The Trust and the Fund shall continue in existence from the date of their formation in perpetuity, unless the Trust or the Fund, as the case may be, is sooner terminated upon the occurrence of certain events specified in the Trust Agreement, including the following: (1) the filing of a certificate of dissolution or cancellation of the Sponsor or revocation of the Sponsor’s charter or the withdrawal of the Sponsor, unless shareholders holding a majority of the outstanding shares of the Trust, voting together as a single class, elect within ninety (90) days after such event to continue the business of the Trust and appoint a successor Sponsor; (2) the occurrence of any event which would make the existence of the Trust or the Fund unlawful; (3) the suspension, revocation, or termination of the Sponsor’s registration as a CPO with the CFTC or membership with the NFA; (4) the insolvency or bankruptcy of the Trust or the Fund; (5) a vote by the shareholders holding at least seventy-five percent (75%) of the outstanding shares of the Trust, voting together as a single class, to dissolve the Trust subject to certain conditions; (6) the determination by the Sponsor to dissolve the Trust or the Fund, subject to certain conditions.; (7) the Trust is required to be registered as an investment company under the Investment Company Act of 1940, and (8) DTC is unable or unwilling to continue to perform its functions and a comparable replacement is unavailable. Upon termination of the Fund, the affairs of the Fund shall be wound up and all of its debts and liabilities discharged or otherwise provided for in the order of priority as provided by law. The fair market value of the remaining assets of the Fund shall then be determined by the Sponsor. Thereupon, the assets of the Fund shall be distributed pro rata to the Shareholders in accordance with their Shares.

Authorized Purchasers		A list of the Fund’s Authorized Purchasers as of the date of this Prospectus can be found under “Plan of Distribution – Distributor and Authorized Purchasers,” on page 40. Authorized Purchasers must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions, and (2) DTC Participants. To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with the Sponsor.


Conflicts of Interest		There are present and potential future conflicts of interest related to the Trust’s structure and operation that you should consider before you purchase Shares. These include, among others, conflicts related to the Sponsor serving as the Sponsor to the Teucrium Funds and to commodity pools other than the Teucrium Funds in the future. A description of such conflicts of interest can be found under “The Sponsor Has Conflicts of Interest” on page 49.

Roll Month	Old Contract	New Contract	Holdings Post Roll
February	September	May	May, June (1st to expire), June (2nd to expire)*
May	May	July	June (1st to expire), July, June (2nd to expire)
June	June	August	July, August, June (2nd to expire)
July	July	September (2nd to expire)	August, June (1st to expire), September (2nd to expire)
August	August	June (2nd to expire)	June (1st to expire), September, June (2nd to expire)

Service Provider	Compensation Paid by the Fund
Teucrium Trading, LLC, Sponsor	1.00% of average net assets annually
U.S. Bank N.A., Custodian U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services, Transfer Agent, Fund Accountant and Fund Administrator	For custody services: [●]% of average gross assets up to $[●], and [●]% of average gross assets over $[●], annually, plus certain per-transaction charges For Transfer Agency, Fund Accounting and Fund Administration services, based on the total assets for all the Teucrium Funds in the Trust: [●]% of average gross assets on the first $[●], [●]% on the next $[●], [●]% on the next $[●] and [●]% on the balance over $[●] annually A combined minimum annual fee of $[●] for custody, transfer agency, accounting and administrative services is assessed per Fund.
Foreside Fund Services, LLC, Distributor	The Distributor receives a fee of 0.01% of the Fund’s average daily net assets and an aggregate annual fee of $100,000 for all Teucrium Funds, along with certain expense reimbursements. The asset-based fees which will be paid to the Distributor by the Fund for distribution services will not exceed $140,000 for the two year period immediately following the initial offering of shares (the “two year offering period”). Expense reimbursements consist of costs for sales and advertising review fees and will not exceed $6,000 for the two year offering period. Under the Securities Activities and Service Agreement (the “SASA”), the Distributor receives compensation from the fund for its activities on behalf of all the Teucrium Funds. The fees paid to the Distributor pursuant to the SASA for this offering will not exceed $6,900 for the two-year offering period. The total expense reimbursement payable to the Distributor relating to the registration, continuing education and other administrative expenses of the Registered Representatives for this offering will not exceed $4,700 for the two-year offering period.
ED&F Man Capital Markets, Inc., Futures Commission Merchant and Clearing Broker	$4.50 per Water Futures Contract half-turn
Wilmington Trust Company, Trustee Employees of the Sponsor Registered with the Distributor (the “Registered Representatives”)	$3,300 annually for the Trust For Registered Representatives non-marketing services to the Fund, fees will not exceed $150,000 and, for marketing and wholesaling purposes, fees will not exceed $99,000 for the two year offering period. These amounts include expenses that will be reimbursed to the Registered Representatives for travel and other expenses related to their activities for the Fund. Registered Representatives will also receive continuing education valued at a maximum of $275 for the two-year offering period.

	●	it determines that, due to position limits or otherwise, investment alternatives that will enable the Fund to meet its investment objective are not available or practicable at that time;
	●	it determines that the purchase order or the Creation Basket Deposit is not in proper form;
	●	it believes that acceptance of the purchase order or the Creation Basket Deposit would have adverse tax consequences to the Fund or its Shareholders;
	●	the acceptance or receipt of the Creation Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful;
	●	circumstances outside the control of the Sponsor, Distributor or transfer agent make it, for all practical purposes, not feasible to process creations of baskets;
	●	there is a possibility that any or all of the Benchmark Component Futures Contracts of the Fund on the CME from which the NAV of the Fund is calculated will be priced at a dynamic price limit restriction; or
	●	if, in the sole discretion of the Sponsor, the execution of such an order would not be in the best interest of the Fund or its Shareholders.

	●	held as margin or collateral with FCMs or other custodian;
	●	used for other investments; and
	●	held in bank accounts to pay current obligations and as reserves.

	●	at least 90% of the Fund’s gross income for each taxable year will constitute “qualifying income” within the meaning of Code section 7704 (as described above);
	●	the Fund is organized and will be operated in accordance with its governing documents and applicable law; and
	●	the Fund has not elected, and will not elect, to be classified as a corporation for U.S. federal income tax purposes.

			Page
Teucrium Water Fund
Report of Independent Registered Accounting Firm			F-2
Statement of Financial Condition as of _________ __, 2020			F-3
Notes to statement of financial condition

	10.11	Fund Administration Servicing Agreement. (11)
	10.12	Distribution Consulting and Marketing Services Agreement. (12)
	23.1	Consents of [_____] (included in Exhibits 5.1 and 8.1).*
	23.2	Consent of [_____], Independent Registered Public Accounting Firm.*
	24.1	Power of Attorney (included on signature page to this Registration Statement as filed herein).


Teucrium Commodity Trust

By: Teucrium Trading, LLC, Sponsor

By:	/s/ Sal Gilbertie	Date: December 10, 2020
	Sal Gilbertie Principal Executive Officer, Secretary and Member


Signature	Title	Date


/s/ Sal Gilbertie Sal Gilbertie	President/Chief Executive Officer/Chief Investment Officer/Member of the Sponsor	December 10, 2020

/s/ Cory Mullen-Rusin Cory Mullen-Rusin	Chief Financial Officer/Chief Accounting Officer/Chief Compliance Officer/Principal Financial Officer	December 10, 2020

/s/ Steve Kahler Steve Kahler	Chief Operating Officer	December 10, 2020

	●	the Shareholder may recognize taxable gain or loss to the same extent as if it had sold the Shares for cash;
	●	any of the income, gain, loss or deduction allocable to those Shares during the period of the loan is not reportable by the Shareholder for tax purposes; and
	●	any distributions the Shareholder receives with respect to the Shares under the loan agreement will be fully taxable to the Shareholder, most likely as ordinary income.

	●	exercise any discretionary authority or discretionary control with respect to management of the plan;
	●	exercise any authority or control with respect to management or disposition of the assets of the plan;
	●	render investment advice for a fee or other compensation, direct or indirect, with respect to any moneys or other property of the plan;
	●	have any authority or responsibility to render investment advice with respect to any monies or other property of the plan; or
	●	have any discretionary authority or discretionary responsibility in the administration of the plan.

	Page
OTC Derivatives	70
Commodity Market Participants	71
Regulation	72
Potential Advantages of Investment	75
Fund Performance	75

Commodity Future	Spot Month Position Limit	All Month Aggregate Position Limit
Water	35,000 contracts	50,000 contracts

	Amount
SEC registration fee (actual)		$[●]
NYSE Arca Listing Fee (actual)		$[●]
FINRA filing fees (actual)		$[●]
Blue Sky expenses		$[●]
Auditor’s fees and expenses		$[●]
Legal fees and expenses		$[●]
Printing expenses		$[●]
Miscellaneous expenses		$[●]
Total		$[●]

	3.1	Sixth Amended and Restated Declaration of Trust and Trust Agreement.*
	3.2	Certificate of Trust of the Registrant. (1)
	3.3	Instrument establishing the Fund.*
	5.1	Opinion of [_____] relating to the legality of the Shares.*
	8.1	Opinion of [_____] with respect to federal income tax consequences.*
	10.1	Form of Authorized Purchaser Agreement (included as Exhibit B to the Fifth Amended and Restated Declaration of Trust and Trust Agreement).(2)
	10.2	Amended and Restated Distribution Services Agreement. (3)
	10.3	Amendment to Amended and Restated Distribution Services Agreement. (4)
	10.4	Second Amendment to Amended and Restated Distribution Services Agreement. (5)
	10.5	Third Amendment to Amended and Restated Distribution Services Agreement. (6)
	10.6	Fourth Amendment to Amended and Restated Distribution Services Agreement. (7)
	10.7	Fifth Amendment to Amended and Restated Distribution Services Agreement. **
	10.8	Custody Agreement. (8)
	10.9	Fund Accounting Servicing Agreement. (9)
	10.10	Transfer Agent Servicing Agreement. (10)

Fixed Fee	Rate
Base Fee	$100,000 per annum, calculated and billed monthly



Asset-Based Fee	Rate
Basis point fee on all assets under management for Funds listed in Exhibit A	One basis point (0.01%) per annum on the total average net assets of the Funds listed in Exhibit A. Such fee to be calculated and billed monthly.