Teucrium Commodity Trust S-1, filed Mar 10, 2022

Teucrium Commodity Trust (BTCK)

S-1 2022-03-10

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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 ☐

	PAGE
PART ONE – DISCLOSURE DOCUMENT	1
PROSPECTUS SUMMARY	3
Principal Offices of the Fund and the Sponsor	3
Breakeven Point	3
Operation of the Fund	3
Principal Investment Risks of an Investment in the Fund	5
Determination of NAV	6
Defined Terms	6
Breakeven Analysis	6
The Offering	7
WHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN THE FUND?	9
Risks Associated with Investing Directly or Indirectly in Corn	9
The Fund’s Operating Risks	12
Risk of Leverage and Volatility	18
Over the counter Contract Risk	19
Risk of Trading in International Markets	20
Tax Risk	20
THE OFFERING	22
The Fund in General	22
The Sponsor	22
Prior Performance of the Fund	24
The Trustee	26
Operation of the Fund	26
Futures Contracts	28
Over the counter Derivatives	30
The Fund’s Investments in Cash and Cash Equivalents	30
Other Trading Policies of the Fund	30
Benchmark Performance	31
The Corn Market	32
The Fund’s Service Providers	32
Form of Shares	35
Transfer of Shares	36
Inter-Series Limitation on Liability	36
Plan of Distribution	36
Calculating NAV	37
Creation and Redemption of Shares	38
Secondary Market Transactions	41
Use of Proceeds	41
The Trust Agreement	41
The Sponsor Has Conflicts of Interest	44
Interests of Named Experts and Counsel	44
Provisions of Federal and State Securities Laws	44
Books and Records	44
Statements, Filings, and Reports to Shareholders	45
Fiscal Year	45
Governing Law	45
Security Ownership of Principal Shareholders and Management	45
Legal Matters	46
Privacy Policy	46
U.S. Federal Income Tax Considerations	47
Investment by ERISA Accounts	55
INCORPORATION BY REFERENCE OF CERTAIN INFORMATION	57
INFORMATION YOU SHOULD KNOW	58
WHERE YOU CAN FIND MORE INFORMATION	59
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	60
APPENDIX A - Glossary of Defined Terms	61

PART TWO – STATEMENT OF ADDITIONAL INFORMATION	64

	Per Share

Assumed initial selling price per share (1)	$24.47
Management Fee (1.00%) (2)	$0.24
Estimated Brokerage Commissions (3)	$0.02
Other Fund Fees and Expenses (4) (5)	$0.21
Interest and Other Income (0.76%) (6)	$(0.19)
Amount of trading income (loss) required for the redemption value at the end of one year to equal the selling price of the share	$0.28
Percentage of initial selling price per share (7)	1.14%

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 25,000 Shares through the Distributor to Authorized Purchasers. Authorized Purchasers may purchase Creation Baskets consisting of 25,000 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 4-6% 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. 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	“CORN”

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 is currently 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 CBOT’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 $0.28 or 1.14% of the selling price. The total estimated fees and expenses are expressed as a percentage of the net asset value as of February 28, 2022. 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.

	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 37. Authorized Purchasers must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, which 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.

Fiscal Year Ended December 31, 2021	High	Low
Quarter Ended
March 31, 2021	$17.53	$15.59
June 30, 2021	$22.91	$17.29
September 30, 2021	$21.35	$19.13
December 31, 2021	$22.27	$19.53

Fiscal Year Ended December 31, 2020	High	Low
Quarter Ended
March 31, 2020	$14.90	$12.96
June 30, 2020	$12.73	$11.67
September 30, 2020	$13.19	$11.54
December 31, 2020	$15.58	$13.13

Units of beneficial interest issued (from inception until February 28, 2022)	38,650,000
Aggregate gross sale price for units issued	$852,884,105
Pool NAV as of February 28, 2022	$158,463,659
NAV per Share as of February 28, 2022	$24.47
Worst monthly percentage drawdown*	-8.82% / June 2018
Worst peak to valley drawdown**	-76.94% / Aug 2012 – Jul 2020

	Rates of Return*
Month	2017		2018		2019		2020		2021		2022
January	2.24	%	2.51	%	0.50	%	(2.64)	%	8.71	%	4.63	%
February	1.56	%	2.74	%	(3.09)	%	(4.44)	%	1.72	%	8.39	%
March	(2.36)	%	1.98	%	(3.00)	%	(6.11)	%	2.47	%
April	(1.37)	%	0.94	%	(1.12)	%	(6.81)	%	17.62	%
May	1.23	%	(0.77)	%	11.03	%	0.43	%	(2.07)	%
June	0.58	%	(8.82)	%	(1.86)	%	2.37	%	5.72	%
July	(1.36)	%	3.41	%	(3.14)	%	(5.48)	%	(6.07)	%
August	(6.00)	%	(4.71)	%	(6.86)	%	7.39	%	(0.56)	%
September	(0.56)	%	(2.16)	%	2.87	%	4.43	%	1.04	%
October	(2.27)	%	1.83	%	(0.42)	%	1.84	%	5.38	%
November	(1.28)	%	0.37	%	(4.34)	%	5.48	%	(1.40)	%
December	(1.35)	%	(0.49)	%	2.21	%	10.02	%	2.63	%
Annual Rate of Return	(10.76)	%	(3.82)	%	(8.00)	%	4.83	%	38.88	%	13.41	%**

CBOT Corn Futures Contract	Weighting
Second to expire	35%
Third to expire	30%
December following the third to expire	35%

	Three Month	Year to Date	3 Year Annualized	5 Year Annualized	Inception Annualized
NAV	6.65%	38.88%	10.24%	2.83%	-1.26%
Price	6.79%	38.25%	10.30%	2.86%	-1.28%
Benchmark (TCORN)	7.11%	41.38%	12.17%	4.76%	2.12%

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: 0.0075% of average gross assets up to $1 billion, and .0050% of average gross assets over $1 billion, 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: 0.05% of average gross assets on the first $500 million, 0.04% on the next $500 million, 0.03% on the next $2 billion and 0.02% on the balance over $3 billion annually A combined minimum annual fee of $47,000 for custody, transfer agency, accounting and administrative services is assessed per Fund.
Foreside Fund Services, LLC, Distributor	Subject to a maximum of $625,812 for the Trust for the two-year period of May 1, 2021 to May 1, 2023 (the “two year offering period”), the Distributor receives: 0.01% of the Fund’s average daily net assets, and an aggregate annual fee of $100,000 for all Teucrium Funds. For the two year offering period, the Distributor also receives expense reimbursements for sales and advertising review fees subject to a maximum of $6,000 per fund. 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. For the two year offering period, the Distributor will not exceed $78,000 for all Teucrium Funds and will receive reimbursements relating to the registration, continuing education and other administrative expenses of the Registered Representatives for each offering, not to exceed $54,000 for all Teucrium Funds.

E D & F Man Capital Markets, Inc., Futures Commission Merchant and Clearing Broker	$4.50 per Corn Futures Contract half-turn
Wilmington Trust Company, Trustee	$3,300 annually for the Trust
Employees of the Sponsor Registered with the Distributor (the “Registered Representatives”)	For non-marketing services to all Teucrium Funds, approximately $132,350 and, for marketing and wholesaling purposes, approximately $397,050. These amounts include expenses that will be reimbursed to the Registered Representatives for continuing education, travel, and other expenses related to their activities for the Fund.

	Year Ended	Year Ended	Year Ended
	December 31, 2021	December 31, 2020	December 31, 2019
Recognized Related Party Transactions	$1,095,188	$1,089,985	$858,901
Waived Related Party Transactions	$535,622	$493,231	$14,500

	Per Share
Professional Fees1	$0.04
Distribution and Marketing Fees2	0.13
Custodian Fees and Expenses3	0.02
General and Administrative Fees4	0.02
Business Permits and Licenses	-
Other Expenses	-
Total Other Fund Fees and Expenses	$0.21

(1) Title of Class	(2) Name of Beneficial Owner	(3) Amount and nature of Beneficial Ownership	(4) Percent of Class
CORN	Sal Gilbertie	101 common units	*

Commodity Future	Spot Month Position Limit	All Month Aggregate Position Limit
corn	1,200 contracts	57,800 contracts

	3.1	Fifth Amended and Restated Declaration of Trust and Trust Agreement. (1)
	3.2	Certificate of Trust of the Registrant. (2)
	3.3	Instrument Establishing the Fund. (3)
	5.1	Opinion of Vedder Price P.C. relating to the legality of the Shares.*
	8.1	Opinion of Vedder Price P.C. with respect to U.S. 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). (1)
	10.2	Amended and Restated Distribution Services Agreement. (4)
	10.3	Amendment to Amended and Restated Distribution Services Agreement. (5)
	10.4	Second Amendment to Amended and Restated Distribution Services Agreement. (6)
	10.5	Third Amendment to Amended and Restated Distribution Services Agreement. (7)
	10.6	Fourth Amendment to Amended and Restated Distribution Services Agreement. (8)
	10.7	Fifth Amendment to Amended and Restated Distribution Services Agreement. (15)
	10.7	Custody Agreement. (9)
	10.8	First Amendment to the Custody Agreement. (14)
	10.9	Fund Accounting Servicing Agreement. (10)
	10.10	First Amendment to the Accounting Servicing Agreement. (14)
	10.11	Transfer Agent Servicing Agreement. (11)
	10.12	First Amendment to the Transfer Agent Servicing Agreement. (14)
	10.13	Fund Administration Servicing Agreement. (12)
	10.14	First Amendment to the Fund Administration Servicing Agreement. (14)
	23.1	Consents of Vedder Price P.C. (included in Exhibits 5.1 and 8.1).*
	23.2	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.*
	24.1	Power of Attorney (included on signature page to this Registration Statement as filed herein).
	107	Filing Fee Table.


Signature	Title	Date


/s/ Sal Gilbertie Sal Gilbertie	President/Chief Executive Officer/Chief Investment Officer/Member of the Sponsor	March 10, 2022

/s/ Cory Mullen-Rusin Cory Mullen-Rusin	Chief Financial Officer/Chief Accounting Officer/Chief Compliance Officer/Principal Financial Officer	March 10, 2022

/s/ Steve Kahler Steve Kahler	Chief Operating Officer	March 10, 2022

	Amount
SEC registration fee (actual)	(1)
NYSE Arca Listing Fee (actual)	n/a
FINRA filing fees (actual)	n/a
Blue Sky expenses	n/a
Auditor’s fees and expenses	$3,000
Legal fees and expenses	$6,000
Printing expenses	$1,500
Miscellaneous expenses	n/a
Total	(2)


Teucrium Commodity Trust

By: Teucrium Trading, LLC, Sponsor

By:	/s/ Sal Gilbertie	Date: March 10, 2022
	Sal Gilbertie Principal Executive Officer, Secretary and Member