Hashdex Commodities Trust 10-Q for FY2025 Q1
Hashdex Commodities Trust (DEFI)
About this 10-Q
Hashdex Commodities Trust filed this 10-Q on May 15, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $1.73M
- compared with net income of $7.94M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for
the quarterly period ended
OR
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒
As of March 31, 2025, there were shares of beneficial interest, no par value, of Hashdex Bitcoin ETF issued and outstanding.
| Table of Contents | Page |
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Index to Financial Statements
TIDAL COMMODITIES TRUST I
COMBINED STATEMENTS OF ASSETS AND LIABILITIES
| March 31, 2025 (Unaudited) | December 31, 2024 | |||||||
| Assets | ||||||||
| Investments (1) | $ | $ | ||||||
| Cash and cash equivalents (2) | ||||||||
| Interest receivable | ||||||||
| Equity in trading accounts: | ||||||||
| Due from broker | ||||||||
| Total equity in trading accounts | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Management fee payable to Sponsor | ||||||||
| Total liabilities | $ | $ | ||||||
| Net assets | $ | $ | ||||||
| Shares issued and outstanding | ||||||||
| ( | ||||||||
| Net asset value per share | $ | $ | ||||||
| Market value per share | $ | $ | ||||||
| (1) Cost basis | $ | $ | ||||||
| (2) Cost basis | $ | $ | ||||||
| (1) |
| (2) |
The accompanying notes are an integral part of these financial statements.
F-1
TIDAL COMMODITIES TRUST I
COMBINED SCHEDULE OF INVESTMENTS
March 31, 2025
(Unaudited)
| Description: Assets | Yield | Fair Value | Percentage of Net Assets | Shares | |||||||||||
| Cryptocurrency | |||||||||||||||
| Bitcoin | $ | % | |||||||||||||
| Total Cryptocurrency (cost $ | $ | % | |||||||||||||
| Cash equivalents | |||||||||||||||
| Money market funds | |||||||||||||||
| First American Government Obligations Fund - Class X | $ | % | |||||||||||||
| Total Cash Equivalents (cost $ | $ | % | |||||||||||||
The accompanying notes are an integral part of these financial statements.
F-2
TIDAL COMMODITIES TRUST I
COMBINED SCHEDULE OF INVESTMENTS
December 31, 2024
| Description: Assets | Yield | Fair Value | Percentage of Net Assets | Shares | |||||||||||
| Cryptocurrency | |||||||||||||||
| Bitcoin | $ | % | |||||||||||||
| Total Cryptocurrency (cost $ | $ | % | |||||||||||||
| Cash equivalents | |||||||||||||||
| Money market funds | |||||||||||||||
| First American Government Obligations Fund - Class X | $ | % | |||||||||||||
| Total Cash Equivalents (cost $ | $ | % | |||||||||||||
The accompanying notes are an integral part of these financial statements.
F-3
TIDAL COMMODITIES TRUST I
COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024* | |||||||
| Income | ||||||||
| Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts: | ||||||||
| Realized gain (loss) on cryptocurrency futures contracts | $ | $ | ||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts | ( | ) | ||||||
| Broker interest income | ||||||||
| Interest income | ||||||||
| Total income (loss) | ( | ) | ||||||
| Expenses | ||||||||
| Management fees | ||||||||
| Broker expenses | ||||||||
| Total expenses | ||||||||
| Total expenses, net | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| * |
The accompanying notes are an integral part of these financial statements.
F-4
TIDAL COMMODITIES TRUST I
COMBINED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2025 | March 31, 2024* | |||||||
| Operations | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Capital transactions | ||||||||
| Issuance of Shares | ||||||||
| Redemption of Shares | ( | ) | ||||||
| Total capital transactions | ||||||||
| Net change in net assets | ( | ) | ||||||
| Net assets, beginning of period | $ | $ | ||||||
| Net assets, end of period | $ | $ | ||||||
| Net asset value per share at beginning of period | $ | $ | ||||||
| Net asset value per share at end of period | $ | $ | ||||||
| Creation of Shares | ||||||||
| Redemption of Shares | ( | ) | ||||||
| * |
The accompanying notes are an integral part of these financial statements.
F-5
TIDAL COMMODITIES TRUST I
COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024* | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Investments | ( | ) | ||||||
| Due from broker | ( | ) | ||||||
| Interest receivable | ( | ) | ||||||
| Management fee payable to Sponsor | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of Shares | ||||||||
| Redemption of Shares | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these financial statements.
F-6
HASHDEX BITCOIN ETF
STATEMENTS OF ASSETS AND LIABILITIES
| March 31, 2025 (Unaudited) | December 31, 2024 | |||||||
| Assets | ||||||||
| Investments (1) | $ | $ | ||||||
| Cash and cash equivalents (2) | ||||||||
| Interest receivable | ||||||||
| Equity in trading accounts: | ||||||||
| Due from broker | ||||||||
| Total equity in trading accounts | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Management fee payable to Sponsor | ||||||||
| Total liabilities | $ | $ | ||||||
| Net assets | $ | $ | ||||||
| Shares issued and outstanding | ||||||||
| ( | ||||||||
| Net asset value per share | $ | $ | ||||||
| Market value per share | $ | $ | ||||||
| (1) Cost basis | $ | $ | ||||||
| (2) Cost basis | $ | $ | ||||||
| (1) |
| (2) |
The accompanying notes are an integral part of these financial statements.
F-7
HASHDEX BITCOIN ETF
SCHEDULE OF INVESTMENTS
March 31, 2025
(Unaudited)
| Description: Assets | Yield | Fair Value | Percentage of Net Assets | Shares | ||||||||||||
| Cryptocurrency | ||||||||||||||||
| Bitcoin | $ | % | ||||||||||||||
| Total Cryptocurrency (cost $ | $ | % | ||||||||||||||
| Cash equivalents | ||||||||||||||||
| Money market funds | ||||||||||||||||
| First American Government Obligations Fund - Class X | % | $ | % | |||||||||||||
| Total Cash Equivalents (cost $ | $ | % | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-8
HASHDEX BITCOIN ETF
SCHEDULE OF INVESTMENTS
December 31, 2024
| Description: Assets | Yield | Fair Value | Percentage of Net Assets | Shares | ||||||||||||
| Cryptocurrency | ||||||||||||||||
| Bitcoin | $ | % | ||||||||||||||
| Total Cryptocurrency (cost $ | $ | % | ||||||||||||||
| Cash equivalents | ||||||||||||||||
| Money market funds | ||||||||||||||||
| First American Government Obligations Fund - Class X | % | $ | % | |||||||||||||
| Total Cash Equivalents (cost $ | $ | % | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-9
HASHDEX BITCOIN ETF
STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2025 | March 31, 2024* | |||||||
| Income | ||||||||
| Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts: | ||||||||
| Realized gain (loss) on cryptocurrency futures contracts | $ | $ | ||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts | ( | ) | ||||||
| Broker interest income | ||||||||
| Interest income | ||||||||
| Total income (loss) | ( | ) | ||||||
| Expenses | ||||||||
| Management fees | ||||||||
| Broker expenses | ||||||||
| Total expenses | ||||||||
| Total expenses, net | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| * |
The accompanying notes are an integral part of these financial statements.
F-10
HASHDEX BITCOIN ETF
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2025 | March 31, 2024* | |||||||
| Operations | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Capital transactions | ||||||||
| Issuance of Shares | ||||||||
| Redemption of Shares | ( | ) | ||||||
| Total capital transactions | ||||||||
| Net change in net assets | ( | ) | ||||||
| Net assets, beginning of period | $ | $ | ||||||
| Net assets, end of period | $ | $ | ||||||
| Net asset value per share at beginning of period | $ | $ | ||||||
| Net asset value per share at end of period | $ | $ | ||||||
| Creation of Shares | ||||||||
| Redemption of Shares | ( | ) | ||||||
| * |
The accompanying notes are an integral part of these financial statements.
F-11
HASHDEX BITCOIN ETF
STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024* | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Investments | ( | ) | ||||||
| Due from broker | ( | ) | ||||||
| Interest receivable | ( | ) | ||||||
| Management fee payable to Sponsor | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of Shares | ||||||||
| Redemption of Shares | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these financial statements.
F-12
NOTES TO FINANCIAL STATEMENTS
March 31, 2025 (Unaudited)
Note 1 – Organization and Significant Accounting Policies
These footnotes represent the footnotes to Hashdex Bitcoin ETF’s Statement of Assets and Liabilities and the Combined Financial Statements of Tidal Commodities Trust I.
Hashdex Bitcoin ETF (the “Fund”) is a series of Tidal Commodities Trust I (“Trust”), a Delaware statutory trust organized on February 10, 2023. The Fund operates pursuant to the First Amended and Restated Declaration of Trust and Trust Agreement (“Trust Agreement”), dated March 10, 2023. The Fund is currently the Trust’s only publicly offered series. However, Tidal Investments LLC (f/k/a Toroso Investments, LLC, the “Sponsor”) has filed a registration statement for another exchange traded fund, Nexo 7RCC Spot Bitcoin and Carbon Credit Futures ETF (“BTCK”), which is a series of the Trust.
The Trust is registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (together with the rules and regulations adopted thereunder, as amended, the “1933 Act”), as an exchange- traded fund. The Fund was formed and is managed and controlled by the Sponsor, a limited liability company formed in Delaware on March 14, 2012. The Sponsor is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
The Fund intends to be treated as a partnership for U.S. federal income tax purposes.
The Trust and Fund qualify as an investment company solely for accounting purposes and not for any other purpose and follow the accounting and reporting guidance under the Financial Accounting Stands Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but are not registered, and are not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
On January 2, 2024, the initial Form S-1 for DEFI was declared effective by the U.S. Securities and Exchange Commission (“SEC”). The Fund is the successor and surviving entity from the merger (the “Merger”) of the Hashdex Bitcoin Futures ETF (the “Predecessor Fund”) into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust (the “Predecessor Trust”) sponsored by Teucrium Trading, LLC (“Prior Sponsor”). The Merger closed on January 3, 2024. In connection with the Merger, the Predecessor Fund shareholders received one share of beneficial interest no par value (the “Share”) for each share of the Predecessor Fund they owned prior to the Merger. See Note 5 - Merger with Hashdex Bitcoin Futures ETF for more information on the Merger.
On
March 26, 2024, the Sponsor announced the renaming of the Fund from the Hashdex Bitcoin Futures ETF to the Hashdex Bitcoin ETF.
The renaming of the Fund corresponds to its completion of the conversion of its investment strategy to allow the Fund to provide
spot bitcoin holdings and its tracking of a new benchmark index effective March 27, 2024. The Fund’s investment objective
is for changes in the Shares’ net asset value (“NAV”) to reflect the daily changes of
the price of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (the “Benchmark”), less expenses from the Fund’s
operations. The Benchmark is designed to track the price performance of bitcoin. The Fund invests in bitcoin, bitcoin futures
contracts (“Bitcoin Futures Contracts”) listed on the Chicago Mercantile Exchange Inc. (“CME”), and cash
and cash equivalents. Under normal market conditions, the Fund has a policy to maximize its holdings of physical bitcoin such
that it is expected that at least
The Fund currently offers one class of shares that has no front-end sales load, no deferred sales charge, and no redemption fee. The Fund may issue an number of Shares. All shares of the Fund have equal rights and privileges.
The Fund continuously offers and redeems Shares in blocks of Shares (each such block, a “Creation Unit”) at a price per Share equal to NAV. Only “Authorized Participants” may purchase and redeem Shares from the Fund and then only in Creation Units at NAV. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement with the Trust and the Sponsor. Shares are offered on a continuous basis to Authorized Participants in Creation Units at NAV. Authorized Participants may then offer to the public, from time to time, shares from any Creation Unit they create at a per-share market price. The form of Authorized Participant Agreement sets forth the terms and conditions under which an Authorized Participant may purchase or redeem a Creation Unit. Authorized Participants will not receive from the Fund, the Sponsor, or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public. An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts.
Significant accounting policies of the Fund are as follows:
Use of Estimates
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (the “U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements cannot be known; however, the Fund expects any risk of loss to be remote.
F-13
Cash
Cash includes money market funds held.
Income Taxes
For U.S. federal income tax purposes, the Fund will be classified as a publicly traded partnership. A publicly traded partnership is generally taxable as a corporation for U.S. federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”). Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards, and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. There is very limited authority on the U.S. federal income tax treatment of bitcoin and no direct authority on bitcoin derivatives, such as Bitcoin Futures Contracts. Based on an opinion received by Tidal from their independent legal counsel and a Commodity Futures Trading Commission determination that treats bitcoin as a commodity under the Commodity Exchange Act, the Fund intends to take the position that bitcoin and Bitcoin Futures Contracts consist of futures on commodities for purposes of the qualifying income exception under section 7704 of the Code. Accordingly, the Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for U.S. federal income tax purposes. Therefore, the Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns.
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund will file income tax returns in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include among other things questioning the tax classification of the Fund, the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Creation and Redemptions
Authorized Purchasers may purchase Creation Baskets consisting of Shares from the Fund. The amount of the proceeds required to purchase a Creation Basket will be equal to the NAV of the Shares in the Creation Basket determined as of 4:00 p.m. (ET) on the day the order to create the basket is received in good order.
Authorized Purchasers may redeem Shares from the Fund only in blocks of Shares called “Redemption Baskets.” The amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the Shares in the Redemption Basket determined as of 4:00 p.m. (ET) on the day the order to redeem the basket is received in good order.
The Fund will receive the proceeds from Shares sold or will pay for redeemed Shares within three business days after the trade date of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption will be reflected in the Fund’s statements of assets and liabilities as payable for Shares redeemed.
As outlined in the Trust’s most recent Registration Statement on Form S-1 filing, Shares represent five Redemption Baskets for the Fund and a minimum level of Shares. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
| ● | Taking the current market value of its total assets; |
| ● | Subtracting any liabilities; and |
| ● | Dividing the above total by the number of Shares outstanding. |
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), the Fund’s sub-administrator (the “Sub-Administrator”), will calculate the NAV of the Fund once each trading day. Global Fund Services will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. (ET). The NAV for a particular trading day will be released after 4:15 p.m. (ET).
To determine the value of Bitcoin Futures Contracts, Global Fund Services uses the settlement price for the Benchmark Component Futures Contracts, as reported on the CME. CME Group staff determines the daily settlements for the Benchmark Component Futures Contracts based on trading activity on CME Globex exchange between 14:59:00 and 15:00:00 Central Time (CT), the settlement period. When a Bitcoin Futures Contract has closed at its daily price fluctuation limit, that limit price will be the daily settlement price that the CME publishes. The Fund will use the published settlement price to determine the NAV of its Shares on that day. If the CME halted trading in Bitcoin Futures Contracts for other reasons, including if trading were halted for an entire trading day or several trading days, the Fund would value its Bitcoin Futures Contracts by using the settlement price that the CME publishes. Such valuation is generally deemed a Level 1 valuation.
The value of the Bitcoin held by the Fund will be determined using a “Futures-Based Spot Price” (or “FBSP”) methodology. This methodology has been chosen by the Sponsor specifically to calculate the Fund’s NAV, isolating it from data from unregulated bitcoin exchanges. The methodology to derive the settlement prices of Bitcoin Futures Contracts on the CME involves a calculation that is a function of both the length of time (the tenor) until each Bitcoin Futures Contract is due for settlement, and the final settlement price for each contract on that day. The calculation is based on estimating a simple quadratic function to fit the prices across the different tenors and extrapolate this curve to zero days tenor. This approach is designed to give more importance to contracts that are due for settlement in the near term, considering that the prices of these near-term contracts are more reliable indicators of the current spot price of bitcoin and are also more heavily traded. Such Valuation is generally deemed a Level 2 valuation.
Fair Value - Definition and Hierarchy
In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
| Level 1 - | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment. |
F-14
| Level 2 - | Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| Level 3 - | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
March 31, 2025
| Level 1 | Level 2 | Level 3 | Balance as of March 31, 2025 | |||||||||||||
| Assets: | ||||||||||||||||
| Cryptocurrency | $ | $ | $ | $ | ||||||||||||
| Money market funds | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
December 31, 2024
| Level 1 | Level 2 | Level 3 | Balance as of December 31, 2024 | |||||||||||||
| Assets: | ||||||||||||||||
| Cryptocurrency | $ | $ | $ | $ | ||||||||||||
| Money market funds | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
For the three months ended March 31, 2025 and the year ended December 31, 2024, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy.
Derivative Investments
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to inability of its counterparties to meet the terms of their contracts.
Futures Contracts
The Fund is subject to cryptocurrency price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”). Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
F-15
The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of cryptocurrency futures contracts categorized by primary underlying risk:
Three months ended March 31, 2025.
| Realized Gain (Loss) on Commodity Futures Contracts | Net Change in Unrealized Appreciation/ Depreciation on Commodity Futures Contracts | |||||||
| Cryptocurrency Price | ||||||||
| Bitcoin futures contracts | $ | |||||||
Three months ended March 31, 2024.
| Realized Gain (Loss) on Commodity Futures Contracts | Net Change in Unrealized Appreciation/ Depreciation on Commodity Futures Contracts | |||||||
| Cryptocurrency Price | ||||||||
| Bitcoin futures contracts | $ | $ | ( | ) | ||||
As of March 31, 2025 and December 31, 2024, there were no derivative instruments included in the Combined Statements of Assets and Liabilities.
Volume of Monthly Derivative Activities
The
average notional market value categorized by primary underlying risk for futures contracts held was $
Basis of Presentation
The preparation of these financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of net assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date. Actual results could differ from those estimates.
F-16
Organizational and Offering Costs
All organizational and initial offering costs for the Trust and the Fund were borne directly by the Sponsor. The Trust and the Fund do not have an obligation to reimburse the Sponsor for organization and offering costs paid on their behalf.
Revenue Recognition
Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of operations as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.
Brokerage Commissions
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions.
| Three Months Ended March 31, 2025 | $ | |||
| Three Months Ended March 31, 2024 | $ |
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions, payables for cryptocurrency futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a cryptocurrency interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls. Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Expenses
Expenses are recorded using the accrual method of accounting.
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
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Note 2 – Sponsor Fee Allocation of Expenses and Related Party Transactions
Effective
February 10, 2025, the Fund pays the Sponsor a management fee, monthly in arrears, in an amount equal to
The Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject to change by the Sponsor, at its discretion. Expenses paid by the Sponsor or the Prior Sponsor are, if applicable, presented as waived expenses in the statements of operations for the Fund:
For the three months ending March 31, 2025 and March 31, 2024, the Sponsor did not waive expenses.
Administrator
The Fund employs Tidal ETF Services LLC as the Fund’s administrator (the “Administrator”). In turn, the Administrator has engaged U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”) to act as sub-administrator. The Administrator is a wholly-owned subsidiary of Sponsor. The Administrator also assists the Fund and the Sponsor with certain functions and duties relating to marketing, which include the following: marketing and sales strategy and marketing related services.
Cash Custodian, Registrar, Transfer Agent, Fund Sub-Administrator
In its capacity as the Fund’s custodian, the Custodian, currently U.S. Bank, N.A., holds the Fund’s securities, cash and/or cash equivalents pursuant to a custodial agreement. Global Fund Services, an entity affiliated with U.S. Bank, N.A., is the registrar and transfer agent for the Fund’s Shares. In addition, Global Fund Services also serves as sub-administrator for the Fund, performing certain sub-administrative, and accounting services, and support in preparing certain SEC and CFTC reports on behalf of the Fund.
Bitcoin Custodian
Holdings
of the Fund also includes bitcoin. Such investments are held by BitGo Trust Company, Inc. (the “Bitcoin Custodian”)
on behalf of the Fund. The Bitcoin Custodian will keep custody of all of the Fund’s bitcoin in a multi-layer, multi-party
cold storage or similarly secure technology. The Bitcoin Custodian is responsible for safekeeping passwords, keys
or phrases that allow transfers of digital assets (“Security Factors”) safe, secure and confidential.
Marketing Agent
The Fund employs Foreside Fund Services, LLC, a wholly-owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group) as the marketing agent for the Fund (the “Marketing Agent”). The Marketing Agent Agreement among the Marketing Agent and the Trust calls for the Marketing Agent to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising material. The Marketing Agent’s principal business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. The Marketing Agent is a broker-dealer registered with the SEC and a member of FINRA.
Support Agent
The Administrator also assists the Fund and the Sponsor with certain functions and duties relating to administration and marketing, which include the following: marketing and sales strategy and marketing related services.
Digital Asset Adviser
Hashdex Asset Management Ltd. (“Hashdex” or the “Digital Asset Adviser”) is a Cayman Islands investment manager (and an exempt reporting advisor under SEC rules) that specializes in, among other things, the management, research, investment analysis and other investment support services of funds and ETFs with investment strategies involving bitcoin and other crypto assets. As Digital Asset Adviser, Hashdex is responsible for providing the Sponsor and the Administrator with research and analysis regarding bitcoin and bitcoin markets for use in the operation and marketing of the Fund. Hashdex has no role in maintaining, calculating or publishing the Benchmark. Hashdex also has no responsibility for the investment or management of the Fund’s portfolio or for the overall performance or operation of the Fund.
Note 3 – Transactions with Affiliates
The Trust has no directors, officers or employees and is managed by the Sponsor. The Administrator is a wholly-owned subsidiary of the Sponsor.
Note 4 – Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the three months ended March 31, 2025 and 2024. This information has been derived from information presented in the financial statements and is presented with total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
F-18
HASHDEX BITCOIN ETF
(FORMERLY HASHDEX BITCOIN FUTURES ETF)
FINANCIAL HIGHLIGHTS
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024* | |||||||
| Per Share Operation Performance | ||||||||
| Net asset value at beginning of period | $ | $ | ||||||
| Income (loss) from investment operations: | ||||||||
| Investment income | ||||||||
| Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts | ( | ) | ||||||
| Total expenses | ( | ) | ( | ) | ||||
| Net increase (decrease) in net asset value | ( | ) | ||||||
| Net asset value at end of period | $ | $ | ||||||
| Total Return | - | % | % | |||||
| Ratios to Average Net Assets (Annualized) | ||||||||
| Total expenses | % | % | ||||||
| Total expenses, net | % | % | ||||||
| Net investment income (loss) | - | % | % | |||||
| * |
Note 5 – Merger with Hashdex Bitcoin Futures ETF
As reported by the Tidal Commodities Trust I on a Form 8-K filed with the Securities and Exchange Commission on January 3, 2024 (File No. 001-41900), the Fund completed the successful acquisition by merger (the “Merger”) of the Hashdex Bitcoin Futures ETF, a series of the Teucrium Commodity Trust (the “Acquired Fund”).
Under the terms of the Merger, each shareholder of the Acquired Fund received one share of the Fund for every one share of the Acquired Fund held on January 3, 2024 based on the net asset value per share of the Fund being equal to the net asset value per share of the Acquired Fund determined immediately prior to the Merger closing. The share price used for the delivery of shares of the Acquired Fund was the net asset value per share of the Acquired Fund determined after the close of business of NYSE Arca on January 2, 2024. Consequently, the Merger resulted in a one-for-one exchange of shares between the Acquired Fund and the Fund. Upon the Merger closing, the Fund acquired all the assets of the Acquired Fund and assumed all the liabilities of the Acquired Fund. Upon the Merger closing, all of the Acquired Fund’s shares were cancelled and the Acquired Fund was liquidated.
On
January 3, 2024, the Fund issued shares at net asset value of $
Note 6 – Conversion to Spot Bitcoin ETF
On March 26, 2024, the Sponsor announced the renaming of the Fund from the Hashdex Bitcoin Futures ETF to the Hashdex Bitcoin ETF. The renaming of the Fund corresponds to its completion of the conversion of its investment strategy to allow the Fund to provide spot bitcoin holdings and its tracking of a new benchmark index effective March 27, 2024.
The
Fund’s new benchmark index is the Benchmark, which better reflects the Fund’s
new strategy of direct bitcoin investment. Going forward and under normal market conditions, the Fund’s investment policy
is to maximize its holdings of physical bitcoin such that it is expected that at least
F-19
Note 7 – Segment Reporting
In accordance with the FASB Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Fund has evaluated its business activities and determined that it operates as a reportable segment.
The Fund’s investment activities are managed by the Sponsor, which serves as the Chief Operating Decision Maker (“CODM”). The Sponsor is responsible for assessing the Fund’s financial performance and allocating resources. In making these assessments, the Sponsor evaluates the Fund’s financial results on an aggregated basis, rather than by separate segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required.
The Fund primarily generates income through dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred, including management fees, fund operating expenses, and transaction costs, are considered general fund-level expenses and are not allocated to specific segments or business lines.
Management has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting requirements in accordance with applicable accounting standards.
Note 8 – Subsequent Events
In preparing these financial statements, Management has evaluated the financial statements for the three months ended March, 31, 2025 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund.
F-20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This information should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report (the “Report”). The discussion and analysis which follows may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial results. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “outlook” and “estimate,” as well as similar words and phrases, signify forward-looking statements. The forward-looking statements of Tidal Commodities Trust I (the “Trust”) are not a guarantee of future results and conditions, and important factors, risks and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking statements. Whether or not actual results and developments will conform to our Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Report; general economic, market and business conditions; changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies; the costs and effect of any litigation or regulatory investigations; technology developments regarding the use of bitcoin and other digital assets, including the systems used by Tidal Investments LLC (the “Sponsor”) in its provision of services to the Trust; the Sponsor’s conflict of interest in allocating resources among its different clients and the pursuit of future business or investment opportunities by the Sponsor, its officers and/or affiliated entities; and other world economic and political developments.
These and other risks and uncertainties, which are described in more detail in our Annual Report on Form 10-K, filed with the SEC on March 25, 2025, could cause our actual results to differ materially from those expressed or implied by the forward-looking statements in this report. You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities laws, the Sponsor undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other reason after the date of this Report.
Overview/Introduction
Tidal Commodities Trust I (“Trust”), a Delaware statutory trust organized on February 10, 2023, is a series trust currently consisting of one series: Hashdex Bitcoin ETF (f/k/a Hashdex Bitcoin Futures ETF) (“DEFI” or the “Fund”). The Trust also includes one additional series, the 7RCC Spot Bitcoin and Carbon Credit Futures ETF, which may be publicly offered in the future. The Fund is a commodity pool. The Fund issues shares of beneficial interest, with no par value (the “Shares”), representing fractional undivided beneficial interests in the Fund. The Fund’s investment objective is for changes in the Shares’ net asset value (“NAV”) to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (the “Benchmark”), less expenses from the Fund’s operations. The Benchmark is designed to track the price performance of bitcoin. The Fund invests in bitcoin, bitcoin futures contracts (“Bitcoin Futures Contracts”) listed on the Chicago Mercantile Exchange Inc. (“CME”), and cash and cash equivalents. Because the Fund’s investment objective is to track the price of the Benchmark, changes in the price of the Shares may vary from changes in the spot price of bitcoin.
The Trust and the Fund operate pursuant to the Trust’s Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated March 10, 2023. On January 2, 2024, the initial Form S-1 for DEFI was declared effective by the U.S. Securities and Exchange Commission (“SEC”). As noted below, the Fund is the successor to the Predecessor Fund (defined below), which commenced operations in September 2022. The Fund’s shares trade on the NYSE Arca stock exchange (“NYSE Arca”). The current registration statement for DEFI was declared effective by the SEC on January 2, 2024 and registered an indeterminate number of Shares. BitGo Trust Company, Inc (the “Bitcoin Custodian”) is the custodian for the Fund’s bitcoin holdings; and U.S. Bank, N.A. is the custodian for the Fund’s cash and cash equivalents holdings (the “Cash Custodian” and together with the Bitcoin Custodian, the “Custodians”).
The Fund is the successor and surviving entity from the merger (the “Merger”) of the Hashdex Bitcoin Futures ETF (the “Predecessor Fund”) into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust (the “Predecessor Trust”) sponsored by Teucrium Trading, LLC (“Prior Sponsor”). The Merger closed on January 3, 2024. In connection with the Merger, the Predecessor Fund shareholders received one Share for each share of the Predecessor Fund they owned prior to the Merger.
The sponsor of the Trust is Tidal Investments LLC, a Delaware limited liability company (the “Sponsor”). The principal office of the Sponsor is Milwaukee, Wisconsin and the Trust is located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin 53204. The Sponsor is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). The Fund intends to be treated as a partnership for U.S. federal income tax purposes. The Sponsor has sponsored the Trust since 2023. Sponsoring the Fund will be the Sponsor’s first experience in operating an exchange traded product that invests in crypto-currency futures or directly in bitcoin. The Sponsor’s responsibilities are discussed below in the section entitled “The Sponsor’s Operations.”
While investors will purchase and sell Shares through their broker-dealer, the Fund continuously offers creation baskets consisting of 10,000 Shares (“Creation Baskets”) at their net asset value (“NAV”) to certain financial institutions that have entered into an agreement with the Sponsor (“Authorized Purchasers”).
F-21
Recent Developments
Merger with Hashdex Bitcoin Futures ETF
On January 3, 2024, the Trust completed the Merger and acquisition of the Predecessor Fund, a series of the Predecessor Trust, into the Fund, a series of the Trust. The Merger was effected pursuant to an Agreement and Plan of Partnership Merger and Liquidation dated as of October 30, 2023 (the “Plan of Merger”) between the Predecessor Trust, on behalf of its Predecessor Fund series, and the Trust, on behalf of its Fund series.
Pursuant to the Plan of Merger, each Predecessor Fund shareholder received one share of the Fund for every one share of the Predecessor Fund held immediately before the commencement of trading on the NYSE Arca on the Closing Date based on the net asset value per share of the Predecessor Fund being equal to the net asset value per share of the Fund determined immediately prior to the Merger closing. The share price used for the delivery of shares of the Predecessor Fund was the net asset value per share of the Predecessor Fund determined after the close of business of NYSE Arca on January 2, 2024. Consequently, the Merger resulted in a one-for-one exchange of shares between the Predecessor Fund and the Fund. Further, the Fund acquired in the Merger all the assets of the Predecessor Fund and assumed all the liabilities of the Predecessor Fund. Effective the Merger closing, the Plan of Merger caused all of the Predecessor Fund’s shares to be cancelled and the Predecessor Fund to be liquidated.
The Merger did not materially modify the rights of Predecessor Fund shareholders with respect to their investment. The Fund has the same investment objective, investment strategies and investment restrictions, and substantially identical investment risks, as those had by the Predecessor Fund. Following the Merger, the Fund is now sponsored by the Sponsor, Tidal Investments LLC (f/k/a Toroso Investments LLC), and the Fund is now managed by portfolio managers employed by the Sponsor. The Fund pays the same management fee rate to the Sponsor, under the same terms, as previously paid by the Predecessor Fund to Teucrium Trading, LLC, the sponsor of the Predecessor Trust and the Predecessor Fund.
The Fund’s shares commenced trading on the NYSE Arca upon the effectiveness of the Merger under the ticker symbol “DEFI.”
Effect of Merger - Conversion to U.S. Spot Bitcoin ETF
On March 26, 2024, the Trust announced that the Fund would be permitted to have spot bitcoin holdings, and that it would track the Benchmark effective March 27, 2024. The Predecessor Fund’s name was the Hashdex Bitcoin Futures ETF, and the Fund’s name is the Hashdex Bitcoin ETF. Effective as of March 27, the Fund has a policy to maximize its holdings of physical bitcoin such that it is expected that at least 95% of the Fund’s assets will be invested in spot bitcoin. Up to 5% of the Fund’s remaining assets may be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Performance Summary
This report covers the periods from January 1, 2025 to March 31, 2025 for DEFI.
| Per Share Operation Performance | ||||
| Net asset value at beginning of period | $ | 106.00 | ||
| Income (loss) from investment operations: | ||||
| Investment income | 0.00 | |||
| Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts | (12.23 | ) | ||
| Total expenses | (0.15 | ) | ||
| Net increase (decrease) in net asset value | (12.38 | ) | ||
| Net asset value at end of period | $ | 93.62 | ||
| Total Return | -11.68 | % | ||
| Ratios to Average Net Assets (Annualized) | ||||
| Total expenses | 0.56 | % | ||
| Total expenses, net | 0.56 | % | ||
| Net investment income (loss) | -0.55 | % | ||
Market Outlook - The Bitcoin Industry
Bitcoin is a digital asset that serves as the unit of account on an open-source, decentralized, peer-to-peer computer network. Bitcoin may be used to pay for goods and services, stored for future use, or converted to a fiat currency. As of the date of this update, the adoption of bitcoin for these purposes has been limited. The value of bitcoin is not backed by any government, corporation, or other identified body.
The value of bitcoin is determined in part by the supply of (which is limited), and demand for, bitcoin in the markets for exchange that have been organized to facilitate the trading of bitcoin. By design, the supply of bitcoin is limited to $21 million bitcoins. As of the date of this update, there are approximately $19 million bitcoins in circulation.
F-22
Bitcoin is maintained on the Bitcoin Network. No single entity owns or operates the Bitcoin Network. The Bitcoin Network is accessed through software and governs bitcoin’s creation and movement. The source code for the Bitcoin Network, often referred to as the Bitcoin Protocol, is open-source, and anyone can contribute to its development.
Price movements for bitcoin are influenced by, among other things, the environment, natural or man-made disasters, governmental oversight and regulation, demographics, economic conditions, infrastructure limitations, existing and future technological developments, and a variety of other factors now known and unknown, any and all of which can have an impact on the supply, demand, and price fluctuations in the bitcoin markets. More generally, cryptocurrency prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market purchasers. Because the Predecessor Fund invested in futures contracts in a single cryptocurrency, it was not a diversified investment vehicle, and therefore may have been subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity or cryptocurrency pool. Likewise, because the Fund invests in spot bitcoin and futures contracts in a single cryptocurrency, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity or cryptocurrency pool.
Market Risk
Trading in instruments such as futures contracts will involve the Fund entering into contractual commitments to purchase or sell specific amounts of cryptocurrencies at a specified date in the future. The gross or face amount of the contracts is expected to significantly exceed the future cash requirements of the Fund as the Fund intends to close out any open positions prior to the contractual expiration date. As a result, the Fund’s market risk is the risk of loss arising from the decline in value of the contracts, not from the need to make delivery under the contracts. The Fund considers the “fair value” of derivative instruments to be the unrealized gain or loss on the contracts. The market risk associated with the commitment by the Fund to purchase a specific cryptocurrency will be limited to the aggregate face amount of the contacts held.
The exposure of the Fund to market risk will depend on a number of factors including the markets for the specific cryptocurrency, the volatility of interest rates and foreign exchange rates, the liquidity of the Bitcoin Futures Contracts markets and the relationships among the contracts held by the Fund.
Credit Risk
When the Fund enters into futures contracts, it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. For purposes of credit risk, the counterparty for the futures contracts traded on the Chicago Board of Trade, Intercontinental Exchange and CME is the clearinghouse associated with those exchanges. In general, clearinghouses are backed by their members who may be required to share in the financial burden resulting from the non-performance of one of their members, which should significantly reduce credit risk. Some foreign exchanges are not backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. Unlike in the case of exchange traded futures contracts, the counterparty to an over the counter futures contract is generally a single bank or other financial institution. As a result, there will be greater counterparty credit risk in over the counter transactions. There can be no assurance that any counterparty, clearinghouse, or their financial backers will satisfy their obligations to the Fund.
The Sponsor will attempt to manage the credit risk of the Fund by following certain trading limitations and policies. In particular, the Fund intends to post margin and collateral and/or hold liquid assets that will be equal to approximately the face amount of the futures contracts it holds. The Sponsor will implement procedures that will include, but will not be limited to, executing and clearing trades and entering into over the counter transactions only with parties it deems creditworthy and/or requiring the posting of collateral by such parties for the benefit of each Fund to limit its credit exposure.
The CEA requires all Future Commission Merchants (the “FCMs”), such as the Fund’s clearing brokers, to meet and maintain specified fitness and financial requirements, to segregate customer funds from proprietary funds and account separately for all customers’ funds and positions, and to maintain specified books and records open to inspection by the staff of the CFTC. The CFTC has similar authority over introducing brokers, or persons who solicit or accept orders for commodity interest trades but who do not accept margin deposits for the execution of trades. The CEA authorizes the CFTC to regulate trading by FCMs and by their officers and directors, permits the CFTC to require action by exchanges in the event of market emergencies, and establishes an administrative procedure under which customers may institute complaints for damages arising from alleged violations of the CEA. The CEA also gives the states powers to enforce its provisions and the regulations of the CFTC.
On November 14, 2013, the CFTC published final regulations that require enhanced customer protections, risk management programs, internal monitoring and controls, capital and liquidity standards, customer disclosures and auditing and examination programs for FCMs. The rules are intended to afford greater assurances to market participants that customer segregated funds and secured amounts are protected, customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and the SROs are monitoring the activities of FCMs in a thorough manner.
StoneX and Phillip Capital serve as the Fund’s clearing brokers to execute futures contracts and provide other brokerage-related services.
F-23
Results of Operations
The discussion below addresses the material changes in the results of operations for the three months ended March 31, 2025 compared to the same period in 2024.
Total expenses for the current and comparative period are presented both gross and net of any expenses waived or paid by the Prior Sponsor that would have been incurred by the Fund (“expenses waived by the Prior Sponsor”). For all expenses waived in 2024, the Prior Sponsor is not entitled to reimbursement. “Total expenses, net” is after the impact of any expenses waived by the Prior Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to or change in the Net gain or Net loss in any period for the Trust and the Fund as a result of this change in presentation.
The Fund is the successor and surviving entity from the Merger of the Predecessor Fund into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust sponsored by Teucrium Trading, LLC. The Predecessor Fund commenced operations on September 15, 2022. The investment objective of both the Predecessor Fund and the Fund (for the period from January 3, 2024 to March 26, 2024) was for changes in the Fund’s shares’ net asset value (“NAV”) to reflect the daily changes of the price of the Hashdex U.S. Bitcoin Futures Fund Benchmark (the “Prior Benchmark”), less expenses from such Fund’s operations. The Prior Benchmark reflect the average of the closing settlement prices for the first to expire and second to expire bitcoin futures contracts listed on the Chicago Mercantile Exchange (“CME”).
Effective as of March 27, 2024, the Fund’s investment objective and strategy were revised to reflect that the Fund could have spot bitcoin holdings. That is, the Fund’s investment objective is for changes in the Shares’ NAV to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (the “Benchmark”), less expenses from the Fund’s operations. Under normal market conditions, the Fund’s current policy is to maximize its holdings of physical bitcoin such that it is expected that at least 95% of the Fund’s assets will be invested in spot bitcoin. Up to 5% of the Fund’s remaining assets may be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Performance data from January 1, 2024, to January 3, 2024, reflects the performance of the Predecessor Fund. Performance from January 4, 2024, to March 26, 2024, reflects the Fund’s performance under its previous investment strategy, which involved investing in futures contracts. Performance data from March 27, 2024, onward reflect the Fund’s current investment strategy.
On March 31, 2025, the Fund held 15,785 Units of spot bitcoin with an asset fair value of $13,000,180.
Quarter
Ended | Quarter
Ended | Year
Ended | ||||||||||
| Total Net Assets | $ | 13,106,337 | $ | 11,349,834 | $ | 14,839,385 | ||||||
| Shares Outstanding | 140,000 | 140,000 | 140,000 | |||||||||
| Net Asset Value per share | $ | 93.62 | $ | 81.07 | $ | 106.00 | ||||||
| Closing Price | $ | 93.32 | $ | 81.50 | $ | 106.21 | ||||||
Total net assets for the Fund increased year over year by 15.48%, driven by a combination of an increase in shares outstanding of 79,996 shares or 160% and an increase in the NAV per share of $12.55 or 15.48%. The change in total net assets year over year was generally due to the Bitcoin price appreciation from $69,487.25 per Bitcoin as of March 29, 2024, to $82,520.96 per Bitcoin as of March 31, 2025, representing an approximate 18.76% increase during the period March 29, 2024 to March 31, 2025.
For the three months ended March 31, 2025, compared to the three months ended March 31, 2024
| Quarter Ended | Quarter Ended | |||||||
| March 31, 2025 | March 31, 2024 | |||||||
| Average daily total net assets | $ | 14,840,649 | $ | 18,133,799 | ||||
| Net realized and unrealized gain (loss) on futures contracts and investments | $ | (1,712,846 | ) | $ | 7,557,659 | |||
| Interest income earned on cash equivalents | $ | 183 | $ | 178,749 | ||||
| Annualized interest yield based on average daily total net assets | 0.01 | % | 3.96 | % | ||||
| Net Income (Loss) | $ | (1,733,048 | ) | $ | 7,937,269 | |||
| Weighted average share outstanding | 140,000 | 286,374 | ||||||
| Management Fees | $ | 20,385 | $ | 42,381 | ||||
| Total gross fees and other expenses excluding management fees | $ | — | $ | 16,148 | ||||
| Brokerage Commissions | $ | — | $ | 5781 | ||||
| Total gross expense ratio | 0.56 | % | 1.30 | % | ||||
| Net investment gain (loss) | (11.68 | )% | 59.78 | % | ||||
| Creation of Shares | — | 310,000 | ||||||
| Redemption of Shares | — | 220,000 | ||||||
Net Realized Gain or Loss on Futures Contracts
Realized gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contract given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark, 4) the number of contracts held and then sold for either circumstance aforementioned. The Fund recognizes the expense for brokerage commissions for futures contract trades on a per trade basis. Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts held in each contract month. The Fund conducts creation and redemption transactions only for cash, and, with respect to creation transactions, the cash is used to purchase Bitcoin Futures Contracts only. The Fund will use Bitcoin Futures Contracts for the primary purpose of using such Bitcoin Futures Contracts to acquire physical bitcoin through Exchange for Physical (“EFP”) transactions and to offset cash and receivables for better tracking the Benchmark. The net realized and unrealized loss on futures contracts was related to the decrease in the Fund’s net assets and the Bitcoin price depreciation during the three months ended March 31, 2025.
F-24
In the three months ended March 31, 2025 compared to the three months ended March 31, 2024, the amount of interest income earned as a percentage of daily total net assets was significantly lower. The decrease in interest and other income over these periods was primarily due to a decrease in the investments within short-term Treasury Securities, demand deposits, money market funds and/or investments in commercial paper; in the Fund’s current policy, only up to 5% of the Fund’s assets may be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents. The Fund seeks to earn interest and other income in investments that may include, but are not limited to, short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. These interest rate levels may be lower or higher than the projected interest rates stated in the prospectuses and thus will impact your breakeven point.
The decrease in management fee paid to the Sponsor for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, is a result of lower Fund average net assets overall, which was also net of the Sponsor lowering the management fee from 0.90% to 0.25% per annum of the daily NAV of the Fund effective February 10, 2025. In the three months ended March 31, 2025, Other than the management fee to the Sponsor, the Fund did not incur total gross fees and other expenses excluding management fees, brokerage commissions and trading fees; unlike the three months ended March 31, 2024, where the Fund incurred brokerage commissions and trading fees. Brokerage commissions are recognized on a per-trade basis to each futures contract’s or bitcoin share’s cost basis. Trading fees for the Fund are recorded in the statement of operations as broker expenses. The actual amount of trading fees to be incurred will vary based upon the trading frequency of the Fund.
For the three months ended March 31, 2024, most of the expenses incurred by the Predecessor Fund were associated with the management fee and day-to-day operation of the Fund and the necessary functions related to regulatory compliance. Those were generally based on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under management. The Sponsor has not elected to waive management fees or other expenses. These factors also explain the decrease in total gross fees and other expenses excluding management fees, as well as the decrease in total gross expense ratio for the three months ended March 31, 2025.
The decrease in total brokerage commissions for the three months ended March 31, 2025, compared to the nine months ended March 31, 2024, was primarily due to a decrease in futures contracts purchased, liquidated, and rolled given the Fund’s current policy to maximize its holdings of physical bitcoin instead of CME-traded bitcoin futures contracts.
The graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception to March 31, 2025 and serves to illustrate the relative changes of these components.
F-25
Off Balance Sheet Financing
The Trust or Fund has no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of March 31, 2025. Neither the Trust nor the Fund participates in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. Neither the Trust nor the Fund have entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Liquidity and Capital Resources
The Fund does not anticipate making use of borrowings or other lines of credit to meet its obligations. The Fund meets its liquidity needs in the normal course of business from the proceeds of the sale of its investments, from the cash and cash equivalents that it intends to hold, and/or from the fee waivers provided by the Sponsor. The Fund’s liquidity needs include redeeming its Shares, providing margin deposits for existing Bitcoin Futures Contracts or the purchase of additional Bitcoin Futures Contracts, posting collateral for over-the-counter contracts, and paying expenses.
In order to collateralize positions in Bitcoin Futures Contracts, a portion of the NAV of the Fund is held in cash and cash equivalents, such as short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. A portion of these investments may be posted as collateral in connection with Bitcoin Futures Contracts. The percentage that cash and cash equivalents bear to the shareholders’ equity of the Fund varies from period to period as the market values of the Bitcoin Futures Contracts change. The Fund earned $183 and $178,749, respectively, in interest income during the three months ended March 31, 2025 and 2024.
If the Fund’s ability to obtain exposure to Bitcoin Futures Contracts in accordance with its investment objective is disrupted for any reason, including limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a result of margin requirements or position limits imposed by the Fund’s futures commission merchants, the CME, or the CFTC, the Fund may not be able to achieve its investment objective and may experience significant losses. Any disruption in the Fund’s ability to obtain exposure to Bitcoin Futures Contracts will cause the Fund’s performance to deviate from the performance of Bitcoin Futures Contracts. In addition, the Fund might grow to a size where a lack of liquidity in the futures market meant that the Fund could not sell enough futures contracts to honor redemption requests.
A market disruption, such as a government taking regulatory or other actions that disrupt the market in bitcoin, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, the Fund does not intend at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only on the cash and cash equivalents that it holds to meet its liquidity needs. The anticipated value of the positions in Benchmark Component Futures Contracts that the Sponsor will acquire or enter into for the Fund increases the risk of illiquidity. Because Benchmark Component Futures Contracts may be illiquid, the Fund’s holdings may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.
Critical Accounting Policies
The Trust’s critical accounting policies for the Fund is as follows:
Basis of Presentation
Preparation of the financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the application of appropriate accounting rules and guidance, as well as the use of estimates, and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related disclosure of contingent assets and liabilities during the reporting period of the combined financial statements and accompanying notes. The Trust’s application of these policies involves judgments and actual results may differ from the estimates used.
Cryptocurrency Derivative Transactions
The Sponsor has determined that the valuation of cryptocurrency interests that are not traded on a U.S. or internationally recognized futures exchange (such as swaps and other over the counter contracts) involves a critical accounting policy. The values which are used by the Fund for futures contracts will be provided by the broker who will use market prices when available, while over the counter contracts will be valued based on the present value of estimated future cash flows that would be received from or paid to a third party in settlement of these derivative contracts prior to their delivery date. Values will be determined on a daily basis.
Cryptocurrency futures contracts held by the Fund are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on commodity or cryptocurrency futures contracts are reflected in the statement of operations as the difference between the original contract amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statement of operations. Interest on cash equivalents and deposits are recognized on an accrual basis. The Fund earns interest on funds held at the custodian or other financial institutions at prevailing market rates for such investments.
F-26
Cash and cash Equivalents
Cash and cash equivalents are cash held at financial institutions in demand-deposit accounts or highly liquid investments with original maturity dates of three months or less at inception. The Fund reports cash equivalents in the statements of assets and liabilities at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. The Fund has a substantial portion of assets on deposit with banks. Assets deposited with financial institutions may, at times, exceed federally insured limits.
Fair Value - Definition and Hierarchy
In accordance with U.S. Generally Accepted Accounting Principles (the “U.S. GAAP”), fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
The Fund and records derivative activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts include futures contracts related to cryptocurrency prices. Futures, which are listed on a national securities exchange, such as the CME, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Brokerage Commissions
The Fund recognizes brokerage commissions on a full trade basis.
Derivative Counterparty Margin
Margin is the minimum amount of funds that must be deposited by a cryptocurrency interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity or cryptocurrency interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out of the money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) are subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
Sponsor Fee Allocation of Expenses
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund.
The Fund pays the Sponsor a management fee, monthly in arrears, in an amount equal to 0.25% per annum of the daily NAV of the Fund (the “Management Fee”). Prior to February 10, 2025, the annualized rate was 0.90%. The Management Fee is paid in consideration of the Sponsor’s services related to the management of the Fund’s business and affairs, including the provision of commodity futures trading advisory services. Creation with cash may cause the Fund to incur certain costs including brokerage commissions and redemptions of creation units with cash may result in the recognition of gains or losses that the Fund might not have incurred if it had made redemptions in-kind. The Fund pays all of its respective brokerage commissions, including applicable exchange fees, National Futures Association fees and give-up fees, and other transaction related fees and expenses charged in connection with trading activities for the Fund’s investments in CFTC regulated investments. The Fund also pays all fees and commissions related to the EFP transactions for the sale and purchase of spot bitcoin, including any bitcoin transaction fees for on-chain transfers of bitcoin. The Fund bears other transaction costs related to the FCM capital requirements on a monthly basis. The Sponsor pays all of the routine operational, administrative and other ordinary expenses of the Fund, generally as determined by the Sponsor, including but not limited to, fees and expenses of the Administrator, Sub-Administrator, Custodians, Marketing Agent, Transfer Agent, licensors, accounting and audit fees and expenses, tax preparation expenses, legal fees, ongoing SEC registration fees, individual Schedule K-1 preparation and mailing fees, and report preparation and mailing expenses. The Fund pays all of its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Fund. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses.
F-27
Income Taxes
For U.S. federal income tax purposes, the Fund will be treated as a partnership. Therefore, the Fund does not record a provision for income taxes because the partners report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Trust and the Fund maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Trust’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms for the Trust and the Fund thereof.
Management of the Sponsor of the Fund (“Management”), including Guillermo Trias, the Sponsor’s Principal Executive Officer and Ronnie Riven, the Sponsor’s Principal Financial Officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, have evaluated the effectiveness of the design and operation of the Trust and the Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d- 15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report, and, based upon that evaluation, concluded that the Trust’s and the Fund’s disclosure controls and procedures were effective as of the end of such period, to ensure that information the Trust is required to disclose in the reports that it files or submits with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to management of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure. The scope of the evaluation of the effectiveness of the design and operation of its disclosure controls and procedures covers the Trust, as well as separately for the Fund.
The certifications of the Chief Executive Officer and Chief Financial Officer are applicable to the Fund as well as the Trust as a whole.
Changes in Internal Control over Financial Reporting
There has been no change in the Trust’s or the Fund’s internal controls over the financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s or the Fund’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Trust, the Fund and the Sponsor are not currently subject to any material legal proceedings. To our knowledge, there is no material legal proceedings threatened against the Trust, the Fund or the Sponsor. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of these proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors applicable to Funds
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of DEFI Shares
The Fund creates and redeems Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. On any business day, an Authorized Purchaser may place an order with the transfer agent to redeem one or more baskets. By placing a redemption order, an Authorized Purchaser agrees to deliver the baskets to be redeemed through DTC’s book-entry system to the Fund by the end of the next business day following the effective date of the redemption order or by the end of such later business day. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired to the Sponsor’s account at the Custodian the non-refundable transaction fee due for the redemption order. The below table sets forth the number of Shares redeemed during the fiscal quarter ending March 31, 2025.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||
| January 1 to January 31, 2025 | — | $ | N/A | N/A | N/A | |||||||||
| February 1 to February 28, 2025 | — | $ | N/A | N/A | N/A | |||||||||
| March 1 to March 31, 2025 | — | $ | N/A | N/A | N/A | |||||||||
| Total | — | $ | — | |||||||||||
| January 1 to March 31, 2025 | — | $ | — | N/A | N/A | |||||||||
F-28
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
(a) None.
(b) Not Applicable.
(c) None.
Item 6. Exhibits
The following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:
| Exhibit Number |
Exhibit Description | ||
| 3.1 | First Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-273364), filed with the SEC on July 21, 2023). | ||
| 31.1* | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer | ||
| 31.2* | Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer | ||
| 32.1** | Section 1350 Certification of Principal Executive Officer | ||
| 32.2** | Section 1350 Certification of Principal Financial and Accounting Officer | ||
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
** Furnished herewith.
F-29
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, thereunto duly authorized.
Tidal Commodities Trust I (Registrant)
| By: | Tidal Investments LLC | |
| its Sponsor | ||
| By: | /s/ Guillermo Trias | |
| Name: | Guillermo Trias | |
| Title: | Chief Executive Officer | |
| Date: | May 15, 2025 | |
| By: | /s/ Ronnie Riven | |
| Name: | Ronnie Riven | |
| Title: | Chief Financial Officer | |
| Date: | May 15, 2025 |
F-30
Tidal Commodities Trust I 10-Q
EXHIBIT 31.1
CERTIFICATION
I, Guillermo Trias, certify that:
| 1. | I have reviewed this report on Form 10-Q of Tidal Commodities Trust I (the “Registrant”); | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the Registrant as of, and for, the periods presented in this report; | |
| 4. | The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: | |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and | |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): | |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| By: | /s/ Guillermo Trias |
| Guillermo Trias | |
| Chief Executive Officer | |
| Tidal Investments LLC | |
| Sponsor of Tidal Commodities Trust I | |
| May 15, 2025 |
Tidal Commodities Trust I 10-Q
EXHIBIT 31.2
CERTIFICATION
I, Ronnie Riven, certify that:
| 1. | I have reviewed this report on Form 10-Q of Tidal Commodities Trust I (the “Registrant”); | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows of the Registrant as of, and for, the periods presented in this report; | |
| 4. | The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: | |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; | |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c. | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d. | Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and | |
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): | |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and | |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
| By: | /s/ Ronnie Riven |
| Ronnie Riven | |
| Chief Financial Officer | |
| Tidal Investments LLC | |
| Sponsor of Tidal Commodities Trust I | |
| May 15, 2025 |
Tidal Commodities Trust I 10-Q
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, I, Guillermo Trias, Principal Executive Officer of Tidal Investments LLC, the Sponsor of Tidal Commodities Trust I (the “Registrant”), hereby certify, to the best of my knowledge, that the Registrant’s report on Form 10-Q for the period ended March 31, 2025 (the “Report”), which accompanies this certification, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| By: | /s/ Guillermo Trias |
| Guillermo Trias | |
| Chief Executive Officer | |
| Tidal Investments LLC, Sponsor of Tidal Commodities Trust I | |
| May 15, 2025 |
Tidal Commodities Trust I 10-Q
EXHIBIT 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, I, Ronnie Riven, Principal Financial Officer of Tidal Investments LLC, the Sponsor of Tidal Commodities Trust I (the “Registrant”), hereby certify, to the best of my knowledge, that the Registrant’s report on Form 10-Q for the period ended March 31, 2025, (the “Report”), which accompanies this certification, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
| By: | /s/ Ronnie Riven |
| Ronnie Riven | |
| Principal Financial Officer/Principal Accounting Officer | |
| Tidal Investments LLC, Sponsor of Tidal Commodities Trust I | |
| May 15, 2025 |