UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 16, 2020

ETF Managers Group Commodity Trust I

(Exact name of registrant as specified in its charter)  

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:

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

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 October 16, 2020, ETF Managers Capital LLC (the “Sponsor”) announced that its officers had authorized a plan to (i) liquidate the Sit Rising Rate ETF (“RISE”); (ii) terminate the continuous offering of RISE; and (iii) deregister RISE under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and therefore, terminate the obligation of the ETF Managers Group Commodity Trust I (the “Trust”) to include RISE on its periodic and current reports with the Securities and Exchange Commission (“SEC”). The Sponsor has submitted written notice to the NYSE Arca, Inc. (“Arca”) of its decision to liquidate RISE, terminate the offering, and to terminate the obligations of RISE under the Exchange Act.

The Sponsor intends to file a post-effective amendment on behalf of RISE to terminate the offering of its registered and unsold shares. Arca will file a Form 25 with the SEC to effect the withdrawal of the listing of RISE from Arca as soon as possible. Delisting from Arca will become effective 10 days after the filing date of the Form 25. Provided that RISE continues to meet the applicable legal requirements, the Sponsor intends to file a Form 15 with the SEC as soon as practicable to suspend the Trust’s duty to include RISE on its reports under Sections 13(a) and 15(d) of the Exchange Act. The Sponsor expects the termination of registration will become effective 90 days after the date of the filing of the Form 15 with the SEC.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

The Sponsor’s statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from those included in the forward-looking statements. The Sponsor intends for such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Sponsor is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, intentions and expectations, are generally identifiable by use of the words “expect,” “project,” “may,” “will,” “should,” “could,” “would,” “intend,” “plan,” “propose,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The Sponsor’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.

Exhibit 99.1

ETF Managers Capital LLC Announces Fund Closure of the Sit Rising Rate ETF

Summit, NJ -- (October 16, 2020) -- ETF Managers Capital LLC (“ETFMC”), a commodity pool operator and the Sponsor of commodity-focused exchange-traded products (“ETPs”), today announced that it will close the Sit Rising Rate ETF (the “Fund”).

ETFMC has determined that the closure of the Fund is advisable because of current market conditions and the Fund’s asset size.

Trading on the NYSE Arca for the shares of the Fund will be suspended after the close of business on October 30, 2020 and the Fund will no longer accept creation orders. Shareholders may sell their holdings on or before October 30, 2020 and may incur brokerage charges. Shareholders who do not sell their holdings on or before October 30, 2020 will receive cash equal to the amount of the net asset value of their shares on that date; such distribution will be completed on or about November 18, 2020. The cash amount will reflect the costs of closing and transaction costs. Shareholders should be aware that, thereafter, the Fund will no longer be pursuing its stated investment objective or engaging in any business activities except for the purposes of winding up its business and affairs, preserving the value of its assets, paying its liabilities, and distributing its remaining assets to shareholders. The officers of ETFMC, as the Sponsor of the Fund, have authorized the closure and liquidation of the Fund.

Investor questions may be referred to ETF Managers Capital LLC on (844) 383-6477 or at [email protected].

About ETFMC

ETFMC and its affiliates (together, “ETFMG”) are sponsors of exchange-traded funds (ETFs), founded in 2014 with a vision of developing innovative thematic ETFs that provide investors unique exposure to new markets. Today, the ETFMG fund line up provides access to a diverse collection of global themes and is comprised of 75% first to market products. We turn portfolio management strategies into successful ETFs by partnering with market segment experts to bring long-term growth opportunities to investors. ETFMG funds are proof as to the power of the ETF wrapper and that thematic products can have a place in investors’ portfolios. To learn more about ETFMG and our portfolio of exchange traded funds please visit www.etfmg.com.

Carefully consider the Fund’s investment objectives, risks, and charges and expenses before investing. This and other information can be found in the Fund’s prospectus, available on www.etfmg.com. Please read the prospectus carefully before investing.

The Fund is not a mutual fund or any other type of investment company within the meaning of the Investment Company Act of 1940, as amended, and is not subject to regulation thereunder.

The NAV of the Fund’s shares relates directly to the value of U.S. Treasuries and Treasury Instruments held by the Fund which are materially impacted by interest rate movements. The magnitude of the impact on value from a change in interest rates is often greater for longer-term fixed income securities than shorter-term securities. You should carefully consider whether your financial condition permits you to participate in a commodity pool. In doing so, you should be aware that commodity interest trading can quickly lead to large losses as well as gains. Such trading losses can sharply reduce the net asset value of the pool and consequently the value of your interest in the pool. In addition, restriction on redemptions may affect your ability to withdraw your participation in the pool. Further, commodity pools may be subject to substantial charges for management, advisory and brokerage fees. It may be necessary for those pools that are subject to these charges to make substantial trading profits to avoid depletion or exhaustion of their assets.

Sit Fixed Income Advisors II, LLC (“Sit Advisors”) is registered as a “commodity trading advisor” and acts in such capacity for the Fund. Sit Advisors is a subsidiary of Sit Investment Associates, Inc. (“Sit”). Sit is a full product global asset manager offering management expertise in domestic equities, international equities and fixed income instruments.

The Fund is distributed by ETFMG Financial LLC. ETF Managers Capital LLC and ETFMG Financial LLC are wholly owned subsidiaries of Exchange Traded Managers Group LLC (collectively, “ETFMG”). ETFMG Financial LLC is not affiliated with Sit Fixed Income Advisors or its affiliates.