DEFI 8-K/A
Hashdex Commodities Trust (DEFI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
To the extent required by Item 1.01 of this Current Report on Form 8-K, the information contained in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
To the extent required by Item 3.01 of this Current Report on Form 8-K, the information contained in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 3, 2026, Hashdex Asset Management Ltd. (the “Sponsor”) announced that its officers had authorized a plan to (i) liquidate the Hashdex Bitcoin ETF (the “Fund”), the sole series of the Hashdex Commodities Trust (the “Trust”), (ii) terminate the continuous offering of the Fund; and (iii) deregister the Fund’s shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Sponsor has submitted written notice to the NYSE Arca, Inc. (“Arca”) of its decision to liquidate the Fund and to terminate the offering.
The Fund will no longer accept creation orders after August 17, 2026, and trading on Arca for the shares of the Fund will be suspended after the close of business on that same date. Shareholders may sell their holdings on or before August 17, 2026 and may incur brokerage charges. Following the cessation of trading, the Fund is expected to cease operations, liquidate its assets, and distribute the liquidation proceeds to shareholders on or about August 24, 2026 (the “Distribution Date”). Shareholders of record on the Distribution Date will receive cash equal to the net asset value of their shares as of that date. These dates are subject to change.
The Sponsor intends to file a post-effective amendment on behalf of the Fund to terminate the offering of the Fund’s registered and unsold shares. Arca will file a Form 25 with the U.S. Securities and Exchange Commission to effect the withdrawal of the listing of the Fund from Arca as soon as possible. Delisting from Arca will become effective 10 days after the filing date of the Form 25.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
The Sponsor’s statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Actual results may differ materially from those included in the forward-looking statements. The Sponsor intends for such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Sponsor is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, intentions and expectations, are generally identifiable by use of the words “expect,” “project,” “may,” “will,” “should,” “could,” “would,” “intend,” “plan,” “propose,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The Sponsor’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Plan of Liquidation, dated August 3, 2026 | |
| 99.1 | Press Release, dated August 12, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 12, 2026 | HASHDEX COMMODITIES TRUST | |
| on behalf of its series, Hashdex Bitcoin ETF | ||
| By: | Hashdex Asset Management Ltd., as Sponsor | |
| By: | /s/ Samir Kerbage | |
| Name: | Samir Kerbage | |
| Title: | Director of the Sponsor (Principal Financial Officer and Principal Accounting Officer) | |
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Exhibit 10.1
HASHDEX COMMODITIES TRUST
PLAN OF LIQUIDATION AND TERMINATION
of the
Hashdex Bitcoin ETF
This Plan of Liquidation and Termination (this “Plan”) is made by Hashdex Commodities Trust (the “Trust”), a Delaware statutory trust, with respect to its series: the Hashdex Bitcoin ETF (the “Fund”). The Fund was created pursuant to Article III, Section 3.2 of the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement, dated as of January 15, 2026 (the “Declaration of Trust”). The Trust was established pursuant to Chapter 38 of Title 12 of the Delaware Code entitled “Treatment of Delaware Statutory Trusts,” which sets forth requirements for establishing or terminating series of a trust established thereunder (the “Delaware Trust Statute”).
RECITALS
A. Pursuant to Article XIII, Section 13.1 of the Declaration of Trust, the Trust’s sponsor (the “Sponsor”) may terminate any series of the Trust if the Sponsor, in its sole discretion, determines that the series’ aggregate net assets in relation to the operating expenses of such series make it unreasonable or imprudent to continue the business of the series long term.
B. Pursuant to Article XIII, Section 13.2 of the Declaration of Trust, upon termination of a series of the Trust in accordance with Section 3808(e) or (g), as applicable, of the Delaware Trust Statute, the business and affairs of the series shall be wound up and all assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom shall be applied and distributed in the following order of priority: (a) to the expenses of liquidation and termination and to creditors in satisfaction of liabilities of the series, and (b) to the series shareholders.
C. The Sponsor has determined that the Fund’s aggregate net assets in relation to the operating expenses of the Fund make it unreasonable or imprudent to continue the business of the Fund long term.
D. Based on the provisions of the Declaration of Trust and the determinations of the Sponsor set forth in the recitals above, the Sponsor has adopted this Plan with respect to the Fund.
E. The Fund is treated as a partnership that is not taxable as a corporation for U.S. federal income tax purposes.
PROVISIONS
This Plan, as set forth below, shall be effective on a date determined by the officers of the Sponsor following the adoption of this Plan by the Sponsor.
ARTICLE 1. Liquidation and Termination; Sponsor’s Powers
(a) The Fund shall be terminated, and its affairs shall be wound up, on such date as the Sponsor, with the advice of counsel, may determine. The liquidation date for the Fund shall be August 18, 2026 (the “Liquidation Date”) and the proceeds of the liquidation are scheduled to be sent to shareholders on or about August 24, 2026.
(b) Following the Liquidation Date for the Fund, all powers of the Sponsor under the Declaration of Trust shall continue with respect to the Fund.
ARTICLE 2. Filings with Governmental Authorities
The appropriate officers of the Sponsor shall be authorized to (a) file with the SEC any supplement and/or regulatory filing in connection with the implementation of this Plan and the transactions contemplated thereby, (b) file for and obtain any necessary tax clearance certificates and/or other documents required from the State of Delaware and any other applicable governmental authority for the Fund, (c) timely file any other documents required by any such authority, including a final Internal Revenue Service Form 1065 (U.S. Return of Partnership Income), and (d) make any other filings the appropriate officers determine are required.
ARTICLE 3. Sales, Redemptions, and Trading Before Liquidation Date
As of the close of regular trading on the NYSE Arca, Inc. (“NYSE Arca”), on August 17, 2026, the Fund will no longer accept orders for Creation Baskets or Redemption Baskets (as such terms are defined in the Fund’s prospectus) from authorized participants. Trading in the shares of the Fund on the NYSE Arca will be suspended prior to the open of market on August 18, 2026 and beginning on that date, there can be no assurance that there will be a secondary market for the shares. The Fund’s shareholders may sell their holdings before August 18, 2026 and customary brokerage charges may apply to such transactions.
On or about August 18, 2026, the Fund will begin the process of liquidating its portfolio. As a result, the Fund’s cash holdings will increase, and the Fund will no longer be managed in accordance with its investment objective.
The liquidation date for the Fund will be August 18, 2026 and the proceeds of the liquidation are scheduled to be sent to shareholders of the Fund on or about August 24, 2026.
These distributions to shareholders will be treated as liquidating distributions for U.S. federal income tax purposes and shareholders are encouraged to consult their own tax advisors concerning the impact of the liquidation of the Fund in light of their own unique circumstances.
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ARTICLE 4. Liquidation Procedures
(a) The officers of the Sponsor shall cause to be prepared and published via press release, and posted on the Company’s website, notice informing the shareholders of the Fund of the adoption of this Plan and containing such other information as such officers shall find necessary or desirable.
(b) In connection with the liquidation, the Fund shall (1) sell all of its assets for cash, convert them to cash equivalents, or permit them to mature, and apply the same to the payment of all known or reasonably ascertainable debts, obligations, and other liabilities of the Fund incurred or expected to be incurred prior to the Fund’s Liquidation Date, including necessary expenses of the Fund’s liquidation and termination, and (2) obtain such releases, indemnities, refunding, and other agreements as the Sponsor deems necessary for the protection of the Trust and the shareholders of the Fund.
(c) The assets of the Fund remaining after payment of (or reservation of amounts to pay) the Fund’s liabilities pursuant to (b) above (the “Net Assets”) will be distributed in a single cash payment (the “Liquidating Distribution”) ratably among the shareholders of record of the Fund as of August 19, 2026. For purposes of the Fund’s Liquidating Distribution, shares of the Fund will be individually redeemable by the Trust and its agents. The Liquidating Distribution for the Fund will be made promptly after the Liquidation Date. Should any assets of the Fund not be distributed in the Liquidating Distribution, or should additional assets attributable to the Fund come into the possession of the Trust in the future, the Trust shall, to the extent reasonably practicable, take steps to distribute such assets to shareholders of the Fund as of the Liquidation Date.
(d) If one or more shareholder(s) of the Fund to whom one or more distributions pursuant to paragraph (c) are payable cannot be located, a trust may be created with a financial institution in the name and on behalf of the Fund and, subject to applicable abandoned property laws, any remaining assets of the Fund may be deposited in such trust for the benefit of such shareholder(s). The expenses of any such trust shall be charged against the assets therein. The Trust is under no obligation to establish such a trust.
ARTICLE 5. Amendment of this Plan
The officers of the Sponsor, acting on behalf of the Sponsor, may authorize variations from, or amendments to, the provisions of this Plan that are deemed necessary or appropriate to effect such distribution(s) and the Fund’s liquidation and termination.
ARTICLE 6. Expenses
Except as provided in Article 4, paragraph (d), the Fund, or the Sponsor on the Fund’s behalf, shall bear the expenses incurred in connection with carrying out this Plan applicable to the Fund, including the cost of liquidating its assets and terminating its existence.
ARTICLE 7. Power of the Sponsor and its Officers
The Sponsor and the appropriate officers of the Sponsor shall have authority to do or authorize any or all acts and things as provided for in the Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of the Plan, including, without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers that may be necessary or appropriate to implement the Plan or that may be required by any applicable laws.
{Signature Page Follows}
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IN WITNESS HEREOF, the undersigned has executed this Plan of Liquidation and Termination as of this 3th day of August, 2026.
| HASHDEX COMMODITIES TRUST | ||
| By Hashdex Asset Management, Ltd., | ||
| as Sponsor | ||
| By: | /s/ Samir Kerbage | |
| Name: | Samir Kerbage | |
| Title: | Director of the Sponsor (Principal Financial Officer) | |
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Exhibit 99.1
Hashdex Announces Closure of Hashdex Bitcoin ETF
New York, NY — August 12, 2026 — Hashdex Asset Management Ltd. (“Hashdex”), as sponsor (the “Sponsor”) of Hashdex Commodities Trust (the “Trust”), today announced plans to close and liquidate the Hashdex Bitcoin ETF (NYSE Arca: DEFI) (the “Fund”), the sole series of the Trust. Assets under management of the Fund as of July 30, 2026, were approximately $14.7 million. Hashdex continues to manage over $200 million of assets in products available to U.S. investors.
As Sponsor, Hashdex continuously monitors and evaluates its product line across a number of factors, including assets under management, trading liquidity, operating costs, investor interest, and how each fund fits within the firm’s broader index-based product range. The decision to liquidate the Fund was made based on an analysis of these factors and other operational considerations. The Sponsor has authorized the closure and liquidation of the Fund.
Key Dates
| ● | Shareholders may sell their shares of the Fund (the “Shares”) on NYSE Arca, Inc. (“NYSE Arca”) through the close of business on August 17, 2026 (the “Last Trading Day”). Customary brokerage charges may apply. |
| ● | The Fund will stop accepting creation orders from authorized participants after August 17, 2026. |
| ● | The Shares will no longer trade on NYSE Arca after the Last Trading Day and will subsequently be delisted. |
| ● | Shareholders who continue to hold Shares as of the close of business on the Last Trading Day will receive a cash liquidating distribution, currently expected to be paid on or about August 24, 2026 (the “Distribution Date”). |
Following the Last Trading Day, the Fund will liquidate its remaining bitcoin holdings. The Fund will no longer pursue its stated investment objective and will not engage in any business activities other than winding up its business and affairs, preserving the value of its assets, paying its liabilities, and distributing its remaining assets to shareholders.
The liquidating distribution will be equal to the net asset value of a shareholder’s Shares as of the Distribution Date, and will reflect the costs of closing the Fund and related transaction costs, as well as movements in the price of bitcoin during the period in which the Fund liquidates its assets. Such movements may be substantial.
Shareholders and other investors seeking additional information about the Fund, including the Fund’s prospectus, may visit https://hashdex-etfs.com/defi.
Media Contact
Dukas Linden Public Relations