UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2025 .
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: 001-36851
Amplify Commodity Trust
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-4793446
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer
Identification No.)
3333 Warrenville Road
Suite 350 , Lisle , IL
60532
(Address of Principal Executive Offices) (Zip Code)
855 - 267-3837
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former Name, Former Address and Former Fiscal
Year, if Changed Since Last Report)
Securities Registered Pursuant to Section 12(b)
of the Act:
Title of Each Class Trading Symbol(s) Name Of Each Exchange On Which Registered
Shares of Breakwave Dry Bulk Shipping ETF BDRY NYSE Arca, Inc.
Shares of Breakwave Tanker Shipping ETF BWET NYSE Arca, Inc.
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. ☒ Yes ☐ No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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). ☒
Yes ☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐
Non-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 in 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 ☒ No
Securities Registered Pursuant to Section 12(b)
of the Act:
The registrant
had 10,450,040 outstanding shares as of May 1, 2025. (BDRY)
The registrant
had 125,100 outstanding shares as of May 1, 2025. (BWET)
AMPLIFY COMMODITY TRUST
Table of Contents
Page
Part I. FINANCIAL INFORMATION
1
Item 1. Interim Financial Statements
1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3. Quantitative and Qualitative Disclosures About Market Risk
61
Item 4. Controls and Procedures
61
Part II. OTHER INFORMATION
62
Item 1. Legal Proceedings
62
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
62
Item 3. Defaults Upon Senior Securities
63
Item 4. Mine Safety Disclosures
63
Item 5. Other Information
63
Item 6. Exhibits
63
i
Part I.
INTERIM FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
Item 1. Interim Financial Statements.
Index
to Interim Financial Statements
Documents
Page
Combined Statements of Assets and Liabilities at March 31, 2025 (Unaudited)
2
Combined Statements of Assets and Liabilities at June 30, 2024
3
Combined Schedules of Investments at March 31, 2025 (Unaudited)
4
Combined Schedules of Investments at June 30, 2024
5
Combined Statements of Operations (Unaudited) for the three months ended March 31, 2025
6
Combined Statements of Operations (Unaudited) for the three months ended March 31, 2024
7
Combined Statements of Operations (Unaudited) for the nine months ended March 31, 2025
8
Combined Statements of Operations (Unaudited) for the nine months ended March 31, 2024
9
Combined Statements of Changes in Net Assets (Unaudited) for the three months ended March 31, 2025
10
Combined Statements of Changes in Net Assets (Unaudited) for the three months ended March 31, 2024
11
Combined Statements of Changes in Net Assets (Unaudited) for the nine months ended March 31, 2025
12
Combined Statements of Changes in Net Assets (Unaudited) for the nine months ended March 31, 2024
13
Combined Statements of Cash Flows (Unaudited) for the nine months ended March 31, 2025
14
Combined Statements of Cash Flows (Unaudited) for the nine months ended March 31, 2024
15
Notes to Interim Combined Financial Statements
16
1
AMPLIFY COMMODITY TRUST
Combined Statements of Assets and Liabilities
March 31, 2025 (Unaudited)
BREAKWAVE
BREAKWAVE
DRY BULK
SHIPPING
TANKER
SHIPPING
ETF
ETF
COMBINED
Assets
Investment in securities, at fair value (cost $ 34,866,941 and $ 543,057 , respectively)
$ 34,866,941
$ 543,057
$ 35,409,998
Segregated cash held by broker*
25,145,286
979,007
26,124,293
Unrealized appreciation on futures contracts
2,461,665
-
2,461,665
Due from Sponsor
-
33,976
33,976
Interest receivable
178,183
3,686
181,869
Total assets
62,652,075
1,559,726
64,211,801
Liabilities
Due to Sponsor
145,598
-
145,598
Payable on open futures contracts
665
-
665
Unrealized depreciation on futures contracts
-
67,960
67,960
Other accrued expenses
329,095
129,821
458,916
Payable for fund shares redeemed
475,793
-
475,793
Total liabilities
951,151
197,781
1,148,932
Net Assets
$ 61,700,924
$ 1,361,945
$ 63,062,869
Net Assets Consist Of:
Paid-in Capital
$ 30,217,091
$ 1,509,928
$ 31,727,019
Total Distributable Earnings (Accumulated Deficit)
31,483,833
( 147,983 )
31,335,850
Net Assets
$ 61,700,924
$ 1,361,945
$ 63,062,869
Shares outstanding (unlimited authorized)
9,725,040
125,100
Net asset value per share
$ 6.34
$ 10.89
Market value per share
$ 6.25
$ 10.91
* Required margin held as collateral for open futures contracts
$ 13,590,783
$ 338,089
$ 13,928,872
See accompanying notes to unaudited
interim combined financial statements.
2
AMPLIFY COMMODITY TRUST
Combined Statements of Assets and Liabilities
June 30, 2024
BREAKWAVE
DRY BULK
SHIPPING
BREAKWAVE
TANKER SHIPPING
ETF
ETF
COMBINED
Assets
Investment in securities, at fair value (cost $ 8,348,195 and $ 1,029,920 , respectively)
$ 8,348,195
$ 1,029,920
$ 9,378,115
Segregated cash held by broker
31,739,612
1,243,877
32,983,489
Due from Sponsor
-
22,674
22,674
Interest receivable
119,526
4,504
124,030
Total assets
40,207,333
2,300,975
42,508,308
Liabilities
Due to Sponsor
36,204
-
36,204
Payable on open futures contracts
788,675
115,880
904,555
Other accrued expenses
269,300
97,278
366,578
Total liabilities
1,094,179
213,158
1,307,337
Net Assets
$ 39,113,154
$ 2,087,817
$ 41,200,971
Net Assets Consist Of:
Paid-in Capital
$ ( 2,296,733 )
$ 1,239,493
$ ( 1,057,240 )
Total Distributable Earnings (Accumulated Deficit)
41,409,887
848,324
42,258,211
Net Assets
$ 39,113,154
$ 2,087,817
$ 41,200,971
Shares outstanding (unlimited authorized)
3,225,040
125,100
Net asset value per share
$ 12.13
$ 16.69
Market value per share
$ 12.24
$ 16.79
See accompanying notes to combined financial statements.
3
AMPLIFY COMMODITY TRUST
Combined Schedules of Investments
March 31, 2025 (Unaudited)
BREAKWAVE
BREAKWAVE
DRY BULK SHIPPING
ETF
TANKER SHIPPING
ETF
COMBINED
MONEY MARKET FUNDS – 56.5 % and 39.9 %, respectively
Invesco Government & Agency Portfolio - Institutional Class, 4.30 % (a) ( 34,866,941 and 543,057 shares, respectively)
$ 34,866,941
$ 543,057
$ 35,409,998
TOTAL MONEY MARKET FUNDS (Cost $ 34,866,941 and 543,057 , respectively)
34,866,941
543,057
35,409,998
Total Investments (Cost $ 34,866,941 and $ 543,057 , respectively) – 56.5 % and 39.9 %, respectively
34,866,941
543,057
35,409,998
Other Assets in Excess of Liabilities – 43.5 % and 60.1 %, respectively (b)
26,833,983
818,888
27,652,871
TOTAL NET ASSETS - 100.0 % and 100.0 %, respectively
$ 61,700,924
$ 1,361,945
$ 63,062,869
(a) Annualized seven-day yield as of March 31, 2025.
(b) $25,145,286 and $979,007, respectively, of cash is pledged as collateral for futures contracts.
BREAKWAVE DRY BULK SHIPPING ETF Unrealized
Futures Contracts Appreciation/ Notional Percentage of
March 31, 2025 (Unaudited) (Depreciation) Value Capital
Baltic Exchange Capesize T/C Average Shipping Route Index Expiring April 30, 2025 (Underlying Face Amount at Market Value - $ 9,789,500 ) ( 500 contracts) $ 298,500 $ 9,789,500 16 %
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring April 30, 2025 (Underlying Face Amount at Market Value - $ 7,931,615 ) ( 685 contracts) 75,365 7,931,615 13 %
Baltic Exchange Supramax T/C Average Shipping Route Index Expiring April 30, 2025 (Underlying Face Amount at Market Value - $ 1,975,615 ) ( 185 contracts) ( 140,760 ) 1,975,615 3 %
Baltic Exchange Capesize T/C Average Shipping Route Index Expiring May 31, 2025 (Underlying Face Amount at Market Value - $ 10,308,190 ) ( 485 contracts) 1,109,690 10,308,190 17 %
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring May 31, 2025 (Underlying Face Amount at Market Value - $ 7,817,905 ) ( 685 contracts) ( 38,345 ) 7,817,905 13 %
Baltic Exchange Supramax T/C Average Shipping Route Index Expiring May 31, 2025 (Underlying Face Amount at Market Value - $ 2,024,270 ) ( 185 contracts) ( 92,105 ) 2,024,270 3 %
Baltic Exchange Capesize T/C Average Shipping Route Expiring June 30, 2025 (Underlying Face Amount at Market Value - $ 10,560,875 ) ( 485 contracts) 1,362,375 10,560,875 18 %
Baltic Exchange Panamax T/C Average Shipping Route Expiring June 30, 2025 (Underlying Face Amount at Market Value - $ 7,800,780 ) ( 685 contracts) ( 55,470 ) 7,800,780 13 %
Baltic Exchange Supramax T/C Average Shipping Route Expiring June 30, 2025 (Underlying Face Amount at Market Value - $ 2,058,125 ) ( 185 contracts) ( 58,250 ) 2,058,125 3 %
$ 2,461,000 $ 60,266,875 100 %
BREAKWAVE TANKER SHIPPING ETF Unrealized
Futures Contracts Appreciation/ Notional Percentage of
March 31, 2025 (Unaudited) (Depreciation) Value Capital
Baltic Freight Route West Africa to Continent Expiring April 30, 2025 (Underlying Face Amount at Market Value - $ 78,105 ) ( 5 contracts) $ ( 852 ) $ 78,105 5 %
Baltic Freight Route Middle East Gulf to China Expiring April 30, 2025 (Underlying Face Amount at Market Value - $ 460,600 ) ( 35 contracts) ( 10,653 ) 460,600 31 %
Baltic Freight Route West Africa to Continent Expiring May 31, 2025 (Underlying Face Amount at Market Value - $ 71,115 ) ( 5 contracts) 1,497 71,115 5 %
Baltic Freight Route Middle East Gulf to China Expiring May 31, 2025 (Underlying Face Amount at Market Value - $ 449,400 ) ( 35 contracts) ( 21,853 ) 449,400 30 %
Baltic Freight Route Middle East Gulf to China Expiring June 30, 2025 (Underlying Face Amount at Market Value - $ 435,155 ) ( 35 contracts) ( 36,099 ) 435,155 29 %
$ ( 67,960 ) $ 1,494,375 100 %
See accompanying notes to unaudited interim combined
financial statements.
4
AMPLIFY COMMODITY TRUST
Combined Schedule of Investments
June 30, 2024
BREAKWAVE
DRY BULK
SHIPPING
BREAKWAVE TANKER SHIPPING
ETF
ETF
COMBINED
MONEY MARKET FUNDS - 21.3 % and 49.3 %, respectively
Invesco Government & Agency Portfolio - Institutional Class, 5.24 % (a) ( 8,348,195 and 1,029,920 shares, respectively)
$ 8,348,195
$ 1,029,920
$ 9,378,115
TOTAL MONEY MARKET FUNDS (Cost $ 8,348,195 and $ 1,029,920 , respectively)
8,348,195
1,029,920
9,378,115
Total Investments (Cost $ 8,348,195 and $ 1,029,920 , respectively) - 21.3 % and 49.3 %, respectively
8,348,195
1,029,920
9,378,115
Other Assets in Excess of Liabilities - 78.7 % and 50.7 %, respectively (b)
30,764,959
1,057,897
31,822,856
TOTAL NET ASSETS - 100.0 % and 100.0 %, respectively
$ 39,113,154
$ 2,087,817
$ 41,200,971
(a) Annualized
seven-day yield as of June 30, 2024.
(b) $31,739,612
and $1,243,877, respectively, of cash is pledged as collateral for futures contracts.
BREAKWAVE DRY BULK SHIPPING ETF Unrealized AMPLIFY
Futures Contracts Appreciation/ COMMODITY
June 30, 2024 (Depreciation) TRUST
Baltic Exchange Capesize T/C Average Shipping Route Index Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 6,807,570 ) ( 245 contracts) 328,945 328,945
Baltic Exchange Capesize T/C Average Shipping Route Index Expiring August 31, 2024 (Underlying Face Amount at Market Value - $ 6,249,215 ) ( 245 contracts) ( 229,410 ) $ ( 229,410 )
Baltic Exchange Capesize T/C Average Shipping Route Index Expiring September 30, 2024 (Underlying Face Amount at Market Value - $ 6,383,965 ) ( 245 contracts) ( 94,660 ) ( 94,660 )
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 4,895,690 ) ( 335 contracts) ( 454,310 ) ( 454,310 )
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 31, 2024 (Underlying Face Amount at Market Value - $ 5,105,065 ) ( 335 contracts) ( 244,935 ) ( 244,935 )
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 30, 2024 (Underlying Face Amount at Market Value - $ 5,334,875 ) ( 335 contracts) ( 15,125 ) ( 15,125 )
Baltic Exchange Supramax T/C Average Shipping Route Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 1,273,555 ) ( 85 contracts) ( 33,195 ) ( 33,195 )
Baltic Exchange Supramax T/C Average Shipping Route Expiring August 31, 2024 (Underlying Face Amount at Market Value - $ 1,281,035 ) ( 85 contracts) ( 25,715 ) ( 25,715 )
Baltic Exchange Supramax T/C Average Shipping Route Expiring September 30, 2024 (Underlying Face Amount at Market Value - $ 1,286,730 ) ( 85 contracts) ( 20,270 ) ( 20,270 )
$ ( 788,675 ) $ ( 788,675 )
BREAKWAVE TANKER SHIPPING ETF Unrealized AMPLIFY
Futures Contracts Appreciation/ COMMODITY
June 30, 2024 (Depreciation) TRUST
Baltic Freight Route Middle East Gulf to China Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 584,600 ) ( 50 contracts) $ ( 53,469 ) $ ( 53,469 )
Baltic Freight Route Middle East Gulf to China Expiring August 31, 2024 (Underlying Face Amount at Market Value - $ 592,500 ) ( 50 contracts) ( 45,569 ) ( 45,569 )
Baltic Freight Route Middle East Gulf to China Expiring September 30, 2024 (Underlying Face Amount at Market Value - $ 622,500 ) ( 50 contracts) ( 15,569 ) ( 15,569 )
Baltic Freight Route West Africa to Continent Expiring July 31, 2024 (Underlying Face Amount at Market Value - $ 83,710 ) ( 5 contracts) ( 1,232 ) ( 1,232 )
Baltic Freight Route West Africa to Continent Expiring August 31, 2024 (Underlying Face Amount at Market Value - $ 78,895 ) ( 5 contracts) ( 41 ) ( 41 )
$ ( 115,880 ) $ ( 115,880 )
See accompanying notes to combined financial statements.
5
AMPLIFY COMMODITY TRUST
Combined Statements of Operations
Three Months Ended March 31, 2025 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 409,695
$ 10,616
$ 420,311
Expenses
Sponsor fee
30,822
12,329
43,151
CTA fee
179,110
5,065
184,175
Audit fees
7,930
13,717
21,647
Tax preparation fees
7,920
23,537
31,457
Admin/accounting/custodian/transfer agent fees
15,249
20,351
35,600
Legal fees
45,574
20,266
65,840
Chief Compliance Officer fees
6,203
6,203
12,406
Principal Financial Officer fees
6,203
6,203
12,406
Regulatory reporting fees
6,203
6,203
12,406
Brokerage commission fees
135,443
5,734
141,177
Distribution fees
( 2,931 )
( 2,419 )
( 5,350 )
NJ filing fees
23,850
900
24,750
Insurance fees
1,537
1,530
3,067
Listing and calculation agent fees
1,966
1,966
3,932
Marketing fees
3,690
3,690
7,380
Trustee fees
630
630
1,260
Printing and postage fees
( 5,700 )
6,743
1,043
Wholesale support fees
20,942
4,214
25,156
Miscellaneous fees
( 1,300 )
( 1,399 )
( 2,699 )
Total Expenses
483,341
135,463
618,804
Less: Waiver of CTA fee
-
( 5,065 )
( 5,065 )
Less: Expenses reimbursed to/(absorbed by) Sponsor
84,434
( 112,435 )
( 28,001 )
Net Expenses
567,775
17,963
585,738
Net Investment Loss
( 158,080 )
( 7,347 )
( 165,427 )
Net Realized and Unrealized Gain (Loss) on Investment Activity
Net Realized Gain (Loss) on
Futures contracts
1,177,137
264
1,177,401
Change in Unrealized Gain (Loss) on
Futures contracts
4,763,435
116,890
4,880,325
Net realized and unrealized gain (loss)
5,940,572
117,154
6,057,726
Net Income
$ 5,782,492
$ 109,807
$ 5,892,299
See accompanying notes to unaudited interim combined
financial statements.
6
AMPLIFY COMMODITY TRUST
Combined Statements of Operations
Three Months Ended March 31, 2024 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 372,645
$ 19,748
$ 392,393
Expenses
Sponsor fee
31,119
12,446
43,565
CTA fee
196,218
21,196
217,414
Audit fees
21,323
11,870
33,193
Tax preparation fees
54,660
668
55,328
Admin/accounting/custodian/transfer agent fees
16,430
14,885
31,315
Legal fees
11,201
11,201
22,402
Chief Compliance Officer fees
6,220
6,220
12,440
Principal Financial Officer fees
6,220
6,220
12,440
Regulatory reporting fees
6,220
6,220
12,440
Brokerage commissions
117,892
76,663
194,555
Distribution fees
3,906
3,891
7,797
NJ Filing fees
33,608
( 3,159 )
30,449
Insurance expense
3,731
3,735
7,466
Listing and calculation agent fees
2,284
1,679
3,963
Marketing expenses
2,260
3,735
5,995
Other expenses
10,070
3,586
13,656
Wholesale support fees
22,451
5,436
27,887
Total Expenses
545,813
186,492
732,305
Less: Waiver of CTA fee
-
( 21,196 )
( 21,196 )
Less: Expenses absorbed by Sponsor
-
( 37,363 )
( 37,363 )
Net Expenses
545,813
127,933
673,746
Net Investment Loss
( 173,168 )
( 108,185 )
( 281,353 )
Net Realized and Unrealized Gain (Loss) on Investment Activity
Net Realized Gain (Loss) on
Investments and futures contracts
31,148,394
861,391
32,009,785
Change in Unrealized Gain (Loss) on
Investments and futures contracts
( 22,417,090 )
78,426
( 22,338,664 )
Net realized and unrealized gain (loss)
8,731,304
939,817
9,671,121
Net Income
$ 8,558,136
$ 831,632
$ 9,389,768
See accompanying notes to unaudited interim combined
financial statements.
7
AMPLIFY COMMODITY TRUST
Combined Statements of Operations
Nine Months Ended March 31, 2025 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 883,076
$ 55,633
$ 938,709
Expenses
Sponsor fee
93,837
37,535
131,372
CTA fee
370,334
22,464
392,798
Audit fees
49,931
39,845
89,776
Tax preparation fees
161,107
28,110
189,217
Admin/accounting/custodian/transfer agent fees
47,329
50,536
97,865
Legal fees
77,441
51,956
129,397
Chief Compliance Officer fees
18,716
18,716
37,432
Principal Financial Officer fees
18,716
18,716
37,432
Regulatory reporting fees
18,716
18,716
37,432
Brokerage commissions
303,787
24,473
328,260
Distribution fees
6,145
513
6,658
NJ Filing fees
72,610
2,740
75,350
Insurance expense
4,746
4,739
9,485
Listing and calculation agent fees
5,690
5,690
11,380
Marketing expenses
11,234
11,234
22,468
Miscellaneous fees
347
246
593
Trustee Fees
1,918
1,918
3,836
Printing and Postage
19,065
14,471
33,536
Wholesale support fees
49,280
13,558
62,838
Total Expenses
1,330,949
366,176
1,697,125
Less: Waiver of CTA fee
( 217,687 )
( 22,464 )
( 240,151 )
Less: Expenses reimbursed to/(absorbed by) Sponsor
84,434
( 265,016 )
( 180,582 )
Net Expenses
1,197,696
78,696
1,276,392
Net Investment Loss
( 314,620 )
( 23,063 )
( 337,683 )
Net Realized and Unrealized Gain (Loss) on Investment Activity
Net Realized Gain (Loss) on
Futures contracts
( 12,861,109 )
( 1,021,164 )
( 13,882,273 )
Change in Unrealized Gain (Loss) on
Futures contracts
3,249,675
47,920
3,297,595
Net realized and unrealized gain (loss)
( 9,611,434 )
( 973,244 )
( 10,584,678 )
Net Loss
$ ( 9,926,054 )
$ ( 996,307 )
$ ( 10,922,361 )
See accompanying notes to unaudited interim combined
financial statements.
8
AMPLIFY COMMODITY TRUST
Combined Statements of Operations
Nine Months Ended March 31, 2024 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 1,321,869
$ 33,629
$ 1,355,498
Expenses
Sponsor fee
93,945
37,579
131,524
CTA fee
649,766
41,326
691,092
Audit fees
62,697
40,685
103,382
Tax preparation fees
165,344
8,880
174,224
Admin/accounting/custodian/transfer agent fees
49,603
44,941
94,544
Legal fees
33,821
33,821
67,642
Chief Compliance Officer fees
18,788
18,788
37,576
Principal Financial Officer fees
18,788
18,788
37,576
Regulatory reporting fees
18,788
18,788
37,576
Brokerage commissions
474,508
100,990
575,498
Distribution fees
11,799
11,765
23,564
NJ Filing fees
159,319
7,000
166,319
Insurance expense
11,273
11,273
22,546
Listing and calculation agent fees
6,915
5,073
11,988
Marketing expenses
12,738
11,273
24,011
Other expenses
29,862
13,153
43,015
Wholesale support fees
79,747
16,037
95,784
Total Expenses
1,897,701
440,160
2,337,861
Less: Waiver of CTA fee
-
( 41,326 )
( 41,326 )
Less: Expenses absorbed by Sponsor
-
( 198,094 )
( 198,094 )
Net Expenses
1,897,701
200,740
2,098,441
Net Investment Loss
( 575,832 )
( 167,111 )
( 742,943 )
Net Realized and Unrealized Gain (Loss) on Investment Activity
Net Realized Gain (Loss) on
Investments and futures contracts
40,625,989
992,069
41,618,058
Change in Unrealized Gain (Loss) on
Investments and futures contracts
14,553,830
( 830,771 )
13,723,059
Net realized and unrealized gain (loss)
55,179,819
161,298
55,341,117
Net income (loss)
$ 54,603,987
$ ( 5,813 )
$ 54,598,174
See accompanying notes to unaudited interim combined
financial statements.
9
AMPLIFY COMMODITY TRUST
Combined Statements of Changes in Net Assets
Three Months Ended March 31, 2025 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Net Assets at Beginning of Period
$ 31,116,566
$ 1,236,181
$ 32,352,747
Increase (decrease) in Net Assets from share transactions
Addition of 4,900,000 and 25,000 shares, respectively
26,912,420
283,038
27,195,458
Redemption of 325,000 and 25,000 shares, respectively
( 2,110,554 )
( 267,081 )
( 2,377,635 )
Net increase (decrease) in Net Assets from share transactions
24,801,866
15,957
24,817,823
Increase (decrease) in Net Assets from operations
Net investment income (loss)
( 158,080 )
( 7,347 )
( 165,427 )
Net realized gain (loss)
1,177,137
264
1,177,401
Change in net unrealized gain (loss)
4,763,435
116,890
4,880,325
Net Increase (decrease ) in Net Assets from operations
5,782,492
109,807
5,892,299
Net Assets at End of Period
$ 61,700,924
$ 1,361,945
$ 63,062,869
See accompanying notes to unaudited interim combined
financial statements.
10
AMPLIFY COMMODITY TRUST
Statements of Changes in Net Assets
Three Months Ended March 31, 2024 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Net Assets at Beginning of Period
$ 61,125,337
$ 2,007,207
$ 63,132,544
Increase (decrease) in Net Assets from share transactions
Addition of 1,225,000 and 725,000 shares, respectively
16,389,840
12,588,355
28,978,195
Redemption of 2,025,000 and 675,000 shares, respectively
( 23,808,925 )
( 12,161,970 )
( 35,970,895 )
Net Increase (decrease) in Net Assets from share transactions
( 7,419,085 )
426,385
( 6,992,700 )
Increase (decrease) in Net Assets from operations
Net investment income (loss)
( 173,168 )
( 108,185 )
( 281,353 )
Net realized gain (loss)
31,148,394
861,391
32,009,785
Change in net unrealized gain (loss)
( 22,417,090 )
78,426
( 22,338,664 )
Net Increase (decrease) in Net Assets from operations
8,558,136
831,632
9,389,768
Net Assets at End of Period
$ 62,264,388
3,265,224
$ 65,529,612
See accompanying notes to unaudited interim combined
financial statements.
11
AMPLIFY COMMODITY TRUST
Statements of Changes in Net Assets
Nine Months Ended March 31, 2025 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Net Assets at Beginning of Period
$ 39,113,154
$ 2,087,817
$ 41,200,971
Increase (decrease) in Net Assets from share transactions
Addition of 8,200,000 and 100,000 shares, respectively
48,952,433
1,501,605
50,454,038
Redemption of 1,700,000 and 100,000 shares, respectively
( 16,438,609 )
( 1,231,170 )
( 17,669,779 )
Net Increase (decrease) in Net Assets from share transactions
32,513,824
270,435
32,784,259
Increase (decrease) in Net Assets from operations
Net investment income (loss)
( 314,620 )
( 23,063 )
( 337,683 )
Net realized gain (loss)
( 12,861,109 )
( 1,021,164 )
( 13,882,273 )
Change in net unrealized gain (loss)
3,249,675
47,920
3,297,595
Net Increase (decrease) in Net Assets from operations
( 9,926,054 )
( 996,307 )
( 10,922,361 )
Net Assets at End of Period
$ 61,700,924
$ 1,361,945
$ 63,062,869
See accompanying notes to unaudited interim combined
financial statements.
12
AMPLIFY COMMODITY TRUST
Statements of Changes in Net Assets
Nine Months Ended March 31, 2024 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Net Assets at Beginning of Period
$ 61,193,899
$ 4,168,752
$ 65,362,651
Increase (decrease) in Net Assets from share transactions
Addition of 4,050,000 and 750,000 shares, respectively
30,098,300
12,980,465
43,078,765
Redemption of 10,675,000 and 775,000 shares, respectively
( 83,631,798 )
( 13,878,180 )
( 97,509,978 )
Net Increase (decrease) in Net Assets from share transactions
( 53,533,498 )
( 897,715 )
( 54,431,213 )
Increase (decrease) in Net Assets from operations
Net investment income (loss)
( 575,832 )
( 167,111 )
( 742,943 )
Net realized gain (loss)
40,625,989
992,069
41,618,058
Change in net unrealized gain (loss)
14,553,830
( 830,771 )
13,723,059
Net Increase (decrease) in Net Assets from operations
54,603,987
( 5,813 )
54,598,174
Net Assets at End of Period
$ 62,264,388
3,265,224
$ 65,529,612
See accompanying notes to unaudited interim combined
financial statements.
13
AMPLIFY COMMODITY TRUST
Combined Statements of Cash Flows
Nine Months Ended March 31, 2025 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Cash flows provided by (used in) operating activities
Net income (loss)
$
( 9,926,054
)
$
( 996,307
)
$
( 10,922,361
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Sale (Purchase) of investments, net
( 26,518,746
)
486,863
( 26,031,883
)
Change in net unrealized loss (gain) on futures
( 3,249,675
)
( 47,920
)
( 3,297,595
)
Change in operating assets and liabilities:
Decrease (Increase) in interest receivable
( 58,657
)
818
( 57,839
)
Decrease (Increase) in due from sponsor
-
( 11,302
)
( 11,302
)
Increase (Decrease) in payable for Fund shares received
475,793
-
475,793
Increase (Decrease) in due to sponsor
109,394
-
109,394
Increase (Decrease) in accrued expenses
59,795
32,543
92,338
Net cash provided by (used in) operating activities
( 39,108,150
)
( 535,305
)
( 39,643,455
)
Cash flows from financing activities
Proceeds from sale of shares
48,952,433
1,501,605
50,454,038
Paid on redemption of shares
( 16,438,609
)
( 1,231,170
)
( 17,669,779
)
Net cash provided by (used in) financing activities
32,513,824
270,435
32,784,259
Net increase (decrease) in cash and restricted cash
( 6,594,326
)
( 264,870
)
( 6,859,196
)
Cash and restricted cash, beginning of year
31,739,612
1,243,877
32,983,489
Cash and restricted cash, end of year
$
25,145,286
$
979,007
$
26,124,293
The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and Liabilities that sum to the total of such amounts shown on the Statement of Cash Flows.
Cash
$
-
$
-
$
-
Segregated cash held by broker
$
25,145,286
$
979,007
$
26,124,293
Total cash and restricted cash as shown on the statement of cash flows
$
25,145,286
$
979,007
$
26,124,293
See accompanying notes to unaudited interim combined
financial statements.
14
AMPLIFY COMMODITY TRUST
Combined Statements of Cash Flows
Nine Months Ended March 31, 2024 (Unaudited)
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Cash flows provided by (used in) operating activities
Net income (loss)
$ 54,603,987
$ ( 5,813 )
$ 54,598,174
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net realized loss (gain) on investments
( 40,625,989 )
( 992,069 )
( 41,618,058 )
Change in net unrealized loss (gain) on investments
( 14,553,830 )
830,771
( 13,723,059 )
Change in operating assets and liabilities:
Sale (Purchase) of investments, net
81,416,318
240,957
81,657,275
Decrease (increase) in interest receivable
100,179
( 1,350 )
98,829
Decrease (increase) in receivable on open futures contracts
( 869,225 )
825,287
(43,9 38
)
Decrease (increase) in payable on open futures contracts
( 13,669,745 )
5,484
( 13,664,261 )
Decrease (increase) in receivable for Fund shares sold
( 673,250 )
-
( 673,250 )
Increase (decrease) in due to sponsor
133,114
27,030
160,144
Increase (decrease) in other accrued expenses
( 12,135 )
1,838
( 10,297 )
Net cash (used in) operating activities
65,849,424
932,135
66,781,559
Cash flows from financing activities
Proceeds from sale of shares
30,098,300
12,980,465
43,078,765
Paid on redemption of shares
( 83,631,798 )
( 13,878,180 )
( 97,509,978 )
Net cash provided by (used in) financing activities
( 53,533,498 )
( 897,715 )
( 54,431,213 )
Net increase (decrease) in cash and restricted cash
12,315,926
34,420
12,350,346
Cash and restricted cash, beginning of period
35,323,736
2,879,954
38,203,690
Cash and restricted cash, end of period
$ 47,639,662
$ 2,914,374
$ 50,554,036
The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and Liabilities that sum to the total of such amounts shown on the Statement of Cash Flows.
Cash
$ -
$ -
$ -
Segregated cash held by broker
47,639,662
2,914,374
50,554,036
Total cash and restricted cash as shown on the statement of cash flows
$ 47,639,662
$ 2,914,374
$ 50,554,036
See accompanying notes to unaudited interim combined
financial statements.
15
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(1) Organization
Amplify Commodity Trust (the “Trust”)
was organized as a Delaware statutory trust on July 23, 2014. Effective after the close of trading on February 14, 2024, ETF Managers
Capital LLC, as the prior sponsor and commodity pool operator (the “Former Sponsor”) of the Trust, entered into an agreement
(the “Transfer Agreement”) to resign as Sponsor to the Trust and transfer its role as the Trust’s sponsor to Amplify
Investments LLC (“the Sponsor.”) Under the terms of the Transfer Agreement, the Former Sponsor no longer has any involvement
in the operations, management or marketing of the Fund. In connection with this change of Sponsor, Trust changed its name from the ETF
Managers Group Commodity Trust I to the Amplify Commodity Trust. The Trust is a series trust formed pursuant to the Delaware Statutory
Trust Act and currently consists of two separate series. BREAKWAVE DRY BULK SHIPPING ETF (“BDRY”), is the first series of
the Trust and is a commodity pool that continuously issues shares of beneficial interest that may be purchased and sold on the NYSE Arca.
The second series of the Trust, BREAKWAVE TANKER SHIPPING ETF (“BWET”), each a “Fund” and together with BDRY,
the “Funds”), is also a commodity pool that continuously issues shares of beneficial interest that may be purchased and sold
on the NYSE Arca. The Funds are managed and controlled by the Sponsor, a Delaware limited liability company. The Sponsor is registered
with the Commodity Futures Trading Commission (“CFTC”) as a “commodity pool operator” (“CPO”) and
is a member of the National Futures Trading Association (“NFA”). Breakwave Advisors, LLC (“Breakwave”) is registered
as a “commodity trading advisor” (“CTA”) with the CFTC and serves as the Funds commodity trading advisor.
BDRY commenced investment operations on March
22, 2018. BDRY commenced trading on the NYSE Arca on March 22, 2018 and trades under the symbol “BDRY.”
BDRY’s investment objective is to provide
investors with exposure to the daily change in the price of dry bulk freight futures, before expenses and liabilities of BDRY, by tracking
the performance of a portfolio (the “BDRY Benchmark Portfolio”) consisting of a three-month strip of the nearest calendar
quarter of futures contracts on specified indexes (each a “Reference Index”) that measure rates for shipping dry bulk freight
(“Freight Futures”). Each Reference Index is published each United Kingdom business day by the London-based Baltic Exchange
Ltd. (the “Baltic Exchange”) and measures the charter rate for shipping dry bulk freight in a specific size category of cargo
ship – Capesize, Panamax or Supramax. The three Reference Indexes are as follows:
●
Capesize : the Capesize 5TC Index;
●
Panamax : the Panamax 4TC Index; and
●
Supramax : the Supramax 10TC Index.
The value of the Capesize 5TC Index is disseminated
at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 10TC Index each is disseminated at 1:00 p.m., London
Time. The Reference Index information disseminated by the Baltic Exchange also includes the components and value of each component in
each Reference Index. Such Reference Index information also is widely disseminated by Reuters and/or other major market data vendors.
BDRY seeks to achieve its investment objective
by investing substantially all of its assets in the Freight Futures currently constituting the BDRY Benchmark Portfolio. The BDRY Benchmark
Portfolio includes all existing positions to maturity and settles them in cash. During any given calendar quarter, the BDRY Benchmark
Portfolio progressively increases its positions to the next calendar quarter three-month strip, thus maintaining constant exposure to
the Freight Futures market as positions mature.
16
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(1) Organization - Continued
The BDRY Benchmark Portfolio maintains long-only
positions in Freight Futures. The BDRY Benchmark Portfolio includes a combination of Capesize, Panamax and Supramax Freight Futures. More
specifically, the BDRY Benchmark Portfolio includes 50 % exposure in Capesize Freight Futures contracts, 40 % exposure in Panamax Freight
Futures contracts and 10 % exposure in Supramax Freight Futures contracts. The BDRY Benchmark Portfolio does not include and BDRY does
not invest in swaps, non-cleared dry bulk freight forwards or other over-the-counter derivative instruments that are not cleared through
exchanges or clearing houses. BDRY may hold exchange-traded options on Freight Futures. The BDRY Benchmark Portfolio is maintained by
Breakwave and will be rebalanced annually. The Freight Futures currently constituting the BDRY Benchmark Portfolio, as well as the daily
holdings of BDRY are available on BDRY’s website at www.drybulketf.com.
When establishing positions in Freight Futures,
BDRY will be required to deposit initial margin with a value of approximately 10 % to 40 % of the notional value of each Freight Futures
position at the time it is established. These margin requirements are established and subject to change from time to time by the relevant
exchanges, clearing houses or BDRY’s Futures Commissions Merchant (“FCM”), Marex Financial Ltd. (formerly ED&F Man
Capital Markets, Inc.) On a daily basis, BDRY is obligated to pay, or entitled to receive, variation margin in an amount equal to the
change in the daily settlement level of its Freight Futures positions. Any assets not required to be posted as margin with the FCM may
be held at BDRY’s custodian or remain with the FCM in cash or cash equivalents, as discussed below.
BDRY was created to provide investors with a cost-effective
and convenient way to gain exposure to daily changes in the price of Freight Futures. BDRY is intended to be used as a diversification
opportunity as part of a complete portfolio, not a complete investment program.
The Fund will incur certain expenses in connection
with its operations. The Fund will hold cash or cash equivalents such as U.S. Treasuries or other high credit quality, short-term fixed-income
or similar securities for direct investment or as collateral for the Freight futures and for other liquidity purposes and to meet redemptions
that may be necessary on an ongoing basis. These expenses and income from the cash and cash equivalent holdings may cause imperfect correlation
between changes in the Fund’s net asset value (“NAV”) and changes in the Benchmark Portfolio, because the Benchmark
Portfolio does not reflect expenses or income. The Fund may also realize interest income from its holdings in U.S. Treasuries or other
market rate instruments.
The Fund seeks to trade its positions prior to
maturity; accordingly, natural market forces may cost the Fund while rebalancing. Each time the Fund seeks to reconstitute its positions,
barring movement in the underlying securities, the futures and option prices may be higher or lower. Such differences in price, barring
a movement in the price of the underlying security, will constitute “roll yield” and may inhibit the Fund’s ability
to achieve its investment objective.
Several factors determine the total return from
investing in a futures contract position. One factor that impacts the total return that will result from investing in near month futures
contracts and “rolling” those contracts forward each month is the price relationship between the current near month contract
and the next month contract.
The CTA will close existing positions when it
determines it would be appropriate to do so and reinvest the proceeds in other positions. Positions may also be closed out to meet orders
for redemption baskets.
BWET commenced investment operations on May 3,
2023. BWET commenced trading on NYSE Arca on May 3, 2023 and trades under the symbol “BWET.”
BWET’s investment objective is to provide
investors with exposure to the daily change in the price of crude oil tanker freight futures, before expenses and liabilities of the Fund,
by tracking the performance of a portfolio (the “BWET Benchmark Portfolio”) mainly consisting of the nearest calendar quarter
of futures contracts on specified indexes (each a “Reference Index”) that measure prices for shipping crude oil (“Freight
Futures”). Freight Futures reflect market expectations for the future cost of transporting crude oil. Each Reference Index is published
each United Kingdom business day by the London-based Baltic Exchange Ltd. (the “Baltic Exchange”) and measures the charter
rate for crude oil in a specific size category of cargo ship and for a specific route. The two Reference Indexes are as follows:
●
The TD3C Index : Persian Gulf to China, 270,000mt cargo (Very Large Crude Carrier or VLCC tankers);
●
The TD20 Index: West Africa to Europe, 130,000mt cargo (Suezmax Tankers)
17
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(1) Organization - Continued
The value of the TD3C Index and the TD20 Index
is disseminated at 4:00 p.m. London Time by the Baltic Exchange. Such Reference Index information also is widely disseminated by Reuters,
Bloomberg and/or other major market data vendors.
The Fund seeks to achieve its investment objective
by investing substantially all of its assets in the Freight Futures currently constituting the BWET Benchmark Portfolio. The BWET Benchmark
Portfolio includes a combination of TD3C and TD20 Freight Futures. More specifically, the Benchmark Portfolio includes 90 % exposure in
TD3C Freight Futures contracts and 10 % exposure in TD20 Freight Futures contracts to maturity and settles them in cash. At any given time,
the average maturity of the futures held by the Fund will be approximately 50 to 70 days.
The BWET Benchmark Portfolio does not include
and BWET does not invest in swaps, non-cleared freight forwards or other over-the-counter derivative instruments that are not cleared
through exchanges or clearing houses. BWET may hold exchange-traded options on Freight Futures. The BWET Benchmark Portfolio is maintained
by Breakwave and will be rebalanced annually. The Freight Futures currently constituting the BWET Benchmark Portfolio, as well as the
daily holdings of BWET are available on BWET’s website at www.tankeretf.com.
When establishing positions in Freight Futures,
BWET will be required to deposit initial margin with a value of approximately 10 % to 40 % of the notional value of each Freight Futures
position at the time it is established. These margin requirements are established and subject to change from time to time by the relevant
exchanges, clearing houses or BWET’s FCM, Marex Financial Ltd. On a daily basis, BWET is obligated to pay, or entitled to receive,
variation margin in an amount equal to the change in the daily settlement level of its Freight Futures positions. Any assets not required
to be posted as margin with the FCM maybe held at BWET’s custodian or remain with the FCM in cash or cash equivalents, as discussed
below.
BWET was created to provide investors with a cost-effective
and convenient way to gain exposure to daily changes in the price of Freight Futures. BWET is intended to be used as a diversification
opportunity as part of a complete portfolio, not a complete investment program.
The Fund will incur certain expenses in connection
with its operations. The Fund will hold cash or cash equivalents such as U.S. Treasuries or other high credit quality, short-term fixed-income
or similar securities for direct investment or as collateral for the Treasury Instruments and for other liquidity purposes and to meet
redemptions that may be necessary on an ongoing basis. The Fund may also realize interest income from its holdings in U.S. Treasuries
or other market rate instruments. These expenses and income from the cash and cash equivalent holdings may cause imperfect correlation
between changes in the Fund’s net asset value (“NAV”) and changes in the Benchmark Portfolio, because the Benchmark
Portfolio does not reflect expenses or income.
The Fund seeks to trade its positions prior to
maturity; accordingly, natural market forces may cost the Fund while rebalancing. Each time the Fund seeks to reconstitute its positions,
barring movement in the underlying securities, the futures and option prices may be higher or lower. Such differences in price, barring
a movement in the price of the underlying security, will constitute “roll yield” and may inhibit the Fund’s ability
to achieve its investment objective.
Several factors determine the total return from
investing in a futures contract position. One factor that impacts the total return that will result from investing in near month futures
contracts and “rolling” those contracts forward each month is the price relationship between the current near month contract
and the next month contract.
The CTA will close existing positions when it
determines it would be appropriate to do so and reinvest the proceeds in other positions. Positions may also be closed out to meet orders
for redemption baskets.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying combined interim unaudited and
accompanying audited financial statements of the Funds have been prepared in conformity with U.S. generally accepted accounting principles
(“U.S. GAAP”) and with the instructions for the Form 10-Q and the rules and regulations of the United States Securities and
Exchange Commission. Each Fund qualifies as an investment company for financial reporting purposes under Topic 946 of the Accounting Standard
Codification of U.S. GAAP.
The accompanying combined interim financial statements
are unaudited, but in the opinion of management, contain all adjustments (which include normal recurring adjustments) considered necessary
to present fairly the interim financial statements. These interim financial statements should be read in conjunction with the Fund’s
annual report on Form 10-K for the year ended June 30, 2024, BDRY’s prospectus dated February 14, 2025 (the “BDRY Prospectus,”),
and BWET’s prospectus dated February 14, 2025 (the “BWET” Prospectus”). Interim period results are not necessarily
indicative of results for a full-year period.
18
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(2) Summary of Significant Accounting Policies
- Continued
(b) Use of Estimates
The preparation of the combined financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the combined financial statements and accompanying notes. Actual results
could differ from those estimates. There were no significant estimates used in the preparation of the combined financial statements.
(c) Cash
Cash, when shown in the Combined Statements of
Assets and Liabilities, represents non-segregated cash with the custodian and does not include short-term investments.
(d) Cash Held by Broker
Breakwave is registered as a “commodity
trading advisor” and acts as such for the Funds. The Funds’ arrangement with its FCM requires the Funds to meet their variation
margin requirement related to the price movements, both positive and negative, on futures contracts held by the Funds by keeping cash
on deposit with the Commodity Broker (as defined below). These amounts are shown as segregated cash held by broker in the Combined Statements
of Assets and Liabilities. Each Fund deposits cash or United States Treasury Obligations, as applicable, with the FCM subject to the CFTC
regulations and various exchange and broker requirements. The combination of each Fund’s deposits with the FCM of cash and United
States Treasury Obligations, as applicable, and the unrealized gain or loss on open futures contracts (variation margin) represents each
Fund’s overall equity in its brokerage trading account. The Funds use their cash held by the FCM to satisfy individual variation
margin requirements. The Funds earn interest on their cash deposited with the FCM and interest income is recorded on the accrual basis.
(e) Final Net Asset Value for Fiscal Period
The calculation time of the Fund’s final
net asset value for creation and redemption of Fund shares for the three and nine months ended March 31, 2025 and 2024 was at 4:00 p.m.
Eastern Time on March 31, 2025 and March 28, 2024, respectively.
Although the Fund’s shares may continue
to trade on secondary markets subsequent to the calculation of the final NAV, the 4:00 p.m. Eastern Time represented the final opportunity
to transact in creation or redemption baskets for the three and nine months ended March 31, 2025 and March 31, 2024.
Fair value per share is determined at the close
of the NYSE Arca.
For financial reporting purposes, each Fund values
its investment positions based upon the final closing price in their primary markets. Accordingly, the investment valuations in these
interim combined financial statements differ from those used in the calculations of the Fund’s final creation/redemption NAVs at
March 31, 2025 and March 29, 2024.
(f) Investment Valuation
Short-term investments, excluding U.S. Treasury
Bills, are carried at amortized cost, which approximates fair value. U.S. Treasury Bills, when held by the Funds, are valued as determined
by an independent pricing service based on methods which include consideration of: yields or prices of securities of comparable quality,
coupon, maturity and type; indications as to values from dealers; and general market conditions. Money market investments are valued at
their traded net asset value.
Futures and options contracts are valued at the
last settled price on the applicable exchange on which that futures and/or options contract trades.
19
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(2) Summary of Significant Accounting Policies
- Continued
(g) Financial Instruments and Fair Value
Each Fund discloses the fair value of its investments
in accordance with the Financial Accounting Standards Board (“FASB”) fair value measurement and disclosure guidance which
requires a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The disclosure requirements
establish a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained
from sources independent to the Fund (observable inputs); and (2) the Fund’s own assumptions about market participant assumptions
developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the disclosure
requirements hierarchy are as follows:
Level I:
Quoted prices (unadjusted) in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level II:
Inputs other than quoted prices included within Level I that are observable for the asset or liability, either directly or indirectly. Level II inputs include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).
Level III:
Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.
In some instances, the inputs used to measure
fair value might fall in different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value
measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement
in its entirety.
Fair value measurements also require additional
disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances
indicate that a transaction is not orderly.
The following tables summarize BDRY’s valuation
of investments at March 31, 2025 and at June 30, 2024 using the fair value hierarchy:
March 31, 2025 (unaudited)
Short-Term
Investments (a)
Futures
Contracts (b)
Total
Level I – Quoted Prices
$ 34,866,941
$ 2,461,000
$ 37,327,941
a – Included in Investments in securities in the Combined Statements of Assets and Liabilities.
b – Included in Payable on open futures contracts and Unrealized appreciation
on futures contracts in the Combined Statements of Assets and Liabilities.
June 30, 2024
Short-Term
Investments (a)
Futures
Contracts (b)
Total
Level I – Quoted Prices
$ 8,348,195
$ ( 788,675 )
$ 7,599,520
a – Included in Investments in securities in the Combined Statements of Assets and Liabilities.
b – Included in Payable on open futures contracts in the Combined Statements of Assets and Liabilities.
Transfers between levels are recognized at the
end of the reporting period. During the nine months ended March 31, 2025 and the year ended June 30, 2024, BDRY recognized no transfers
from Level I, Level II or Level III.
20
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(2) Summary of Significant Accounting Policies
- Continued
(g) Financial Instruments and Fair Value -
Continued
The following tables summarize BWET’s valuation
of investments at March 31, 2025 and at June 30, 2024 using the fair value hierarchy:
March 31, 2025 (unaudited)
Short-Term
Investments (a)
Futures
Contracts (b)
Total
Level I – Quoted Prices
$ 543,057
$ ( 67,960 )
$ 475,097
a – Included in Investments in securities in the Combined Statements of Assets and Liabilities.
b – Included in Unrealized depreciation on futures contracts in the Combined Statements of Assets and Liabilities .
June 30, 2024
Short-Term
Investments (a)
Futures
Contracts (b)
Total
Level I – Quoted Prices
$ 1,029,920
$ ( 115,880 )
$ 914,040
a – Included in Investments in securities in the Combined Statements of Assets and Liabilities.
b – Included in Payable on open futures contracts in the Combined Statements of Assets and Liabilities.
Transfers between levels are recognized at the
end of the reporting period. During the nine months ended March 31, 2025 and the year ended June 30, 2024, BWET recognized no transfers
from Level I, Level II or Level III.
The inputs or methodology used for valuing investments
are not necessarily an indication of the risk associated with investing in those securities.
h) Investment Transactions and Related Income
Investment transactions are recorded on the trade
date. All such transactions are recorded on the identified cost basis, and marked to market daily. Unrealized gain/loss on open futures
contracts is reflected in Receivable/Payable on open futures contracts in the Combined Statements of Assets and Liabilities and the change
in the unrealized gain/loss between periods is reflected in the Combined Statements of Operations. The Funds interest earned on short-term
securities and on cash deposited with Marex Financial Ltd. is accrued daily and reflected as Interest Income, when applicable, in the
Combined Statements of Operations.
(i) Federal Income Taxes
Each Fund is registered as a Delaware statutory
trust and is treated as a partnership for U.S. federal income tax purposes. Accordingly, the Funds do not expect to incur U.S. federal
income tax liability; rather, each beneficial owner is required to take into account their allocable share of the Funds’ income,
gain, loss, deductions and other items for the Funds’ taxable year ending with or within the beneficial owner’s taxable year.
Management of the Funds has reviewed the open
tax years and major jurisdictions and concluded that there is no tax liability resulting from unrecognized tax benefits relating to uncertain
income tax positions taken or expected to be taken in future tax returns at March 31, 2025. The Funds are also not aware of any tax positions
for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
On an ongoing basis, management will monitor its tax positions taken to determine if adjustments to its conclusions are necessary based
on factors including, but not limited to, further implementation of guidance expected from the FASB and on-going analysis of tax law,
regulation, and interpretations thereof. The Funds’ federal tax returns are subject to examination by the Internal Revenue Service
for a period of three years after they are filed.
21
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(3) Investments
(a) Short -Term Investments
The Funds may purchase U.S. Treasury Bills, agency
securities, and other high-credit quality short-term fixed income or similar securities with original maturities of one year or less.
A portion of these investments may be used as margin for the Funds’ trading in futures contracts.
(b) Accounting for Derivative Instruments
In seeking to achieve each Fund’s investment
objective, the commodity trading advisor uses a mathematical approach to investing. Using this approach, the commodity trading advisor
determines the type, quantity and mix of investment positions that it believes in combination should produce returns consistent with the
Fund’s objective.
All open derivative positions at March 31, 2025
and at June 30, 2024, as applicable, are disclosed in the Combined Schedules of Investments and the notional value of these open positions
relative to the shareholders’ capital of the Funds is generally representative of the notional value of open positions to shareholders’
capital throughout the reporting periods for the Funds. The volume associated with derivative positions varies on a daily basis as the
Funds transact in derivative contracts in order to achieve the appropriate exposure, as expressed in notional value, in comparison to
shareholders’ capital consistent with the applicable Fund’s investment objective.
Following is a description of the derivative instruments
used by the Funds during the reporting period, including the primary underlying risk exposures.
(c) Futures Contracts
The Funds enter into futures contracts to gain
exposure to changes in the value of the Benchmark Portfolios. A futures contract obligates the seller to deliver (and the purchaser to
accept) the future cash settlement of a specified quantity and type of a freight futures contract at a specified time and place. The contractual
obligations of a buyer or seller of a freight futures contract may generally be satisfied by making an offsetting sale or purchase of
an identical futures contract on the same or linked exchange before the designated date of delivery.
Upon entering into a futures contract, the Funds
are required to deposit and maintain as collateral at least such initial margin as required by the exchange on which the transaction is
affected. The initial margin is segregated as Cash held by broker, as disclosed in the Combined Statements of Assets and Liabilities and
is restricted as to its use. Pursuant to the futures contract, the Funds agree to receive from or pay to the broker an amount of cash
equal to the daily fluctuation in value of the futures contract. Such receipts or payments are known as variation margin and are recorded
by the Funds as unrealized gains or losses. The Funds will realize a gain or loss upon closing a futures transaction.
Futures contracts involve, to varying degrees,
elements of market risk (specifically freight futures price risk) and exposure to loss in excess of the amount of variation margin. The
face or contract amounts reflect the extent of the total exposure the Funds have in the particular classes of instruments. Additional
risks associated with the use of futures contracts include imperfect correlation between movements in the price of the futures contracts
and the market value of the underlying securities and the possibility of an illiquid market for a futures contract. With futures contracts,
there is minimal counterparty risk to the Funds since futures contracts are exchange-traded and the exchange’s clearinghouse, as
counterparty to all exchange-traded futures contracts, guarantees the futures contracts against default.
22
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(3) Investments - Continued
(c) Futures Contracts - Continued
Average Derivative Volume, for the nine months
ended March 31, 2025
Fund
Monthly
Average
Quantity
Monthly
Average
Notional
Value
Breakwave Dry Bulk Shipping ETF
1,086
$ 14,819,528
Breakwave Tanker Shipping ETF
56
$ 786,025
Amplify Commodity Trust (combined)
1,142
$ 15,605,553
Average Derivative Volume, for the period ended
June 30, 2024
Fund
Monthly
Average
Quantity
Monthly
Average
Notional
Value
Breakwave Dry Bulk Shipping ETF
782
$ 15,359,875
Breakwave Tanker Shipping ETF
117
$ 1,543,866
Amplify Commodity Trust (combined)
899
$ 16,903,741
BREAKWAVE DRY BULK SHIPPING ETF
Fair Value of Derivative Instruments, as of March
31, 2025
Asset Derivatives Liability Derivatives
Derivatives Combined Statements of
Assets and Liabilities Fair
Value Combined Statements of
Assets and Liabilities Fair
Value Total (a)
Dry Bulk Index Rates Market Risk Unrealized appreciation on futures contracts $ 2,845,930 Payable on open futures contracts and unrealized depreciation on futures contracts $ 384,930 $ 2,461,000
(a) Represents cumulative payable on futures contracts and appreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
BREAKWAVE DRY BULK SHIPPING ETF
Fair Value of Derivative Instruments, as of June
30, 2024
Asset Derivatives Liability Derivatives
Derivatives Combined Statements of
Assets and Liabilities Fair
Value Combined Statements of
Assets and Liabilities Fair
Value Total (a)
Dry Bulk Index Rates Market Risk Receivable on open futures contracts and unrealized appreciation on futures contracts $ 328,945 Payable on open futures contracts and Unrealized depreciation on futures contracts $ 1,117,620 $ 788,675
(a) Represents cumulative depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
23
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(3) Investments - Continued
(c) Futures Contracts - Continued
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Three Months Ended March 31, 2025
Derivatives Location of Gain (Loss) on Derivatives Realized
Gain on
Derivatives
Recognized in
Income Change in
Unrealized
Gain
(Loss) on
Derivatives
Recognized in
Income
Dry Bulk Index Rates Market Risk Net realized gain on futures contracts and/or change in unrealized gain (loss) on futures contracts $ 1,177,137 $ 4,763,435
The futures contracts open at March 31, 2025 are indicative of the
activity for the three months ended March 31, 2025.
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Three Months Ended March 31, 2024
Derivatives Location of Gain (Loss) on Derivatives Realized
Gain on
Derivatives
Recognized in
Income Change in
Unrealized Gain
(Loss) on
Derivatives
Recognized in
Income
Dry Bulk Index Rates Market Risk Net realized gain on futures contracts and/or change in unrealized gain (loss) on futures contracts $ 31,148,394 $ ( 22,417,090 )
The futures contracts open at March 31, 2024 are
indicative of the activity for the three months ended March 31, 2024.
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Nine Months Ended March 31, 2025
Derivatives Location of Gain (Loss) on Derivatives Realized
Loss on
Derivatives
Recognized in
Income Change in
Unrealized
Gain
(Loss) on
Derivatives
Recognized in
Income
Dry Bulk Index Rates Market Risk Net realized loss on futures contracts and/or change in unrealized gain (loss) on futures contracts $ ( 12,861,109 ) $ 3,249,675
The futures contracts open at March 31, 2025 are indicative of the
activity for the nine months ended March 31, 2025.
24
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(3) Investments - Continued
(c) Futures Contracts - Continued
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Nine Months Ended March 31, 2024
Derivatives Location of Gain (Loss) on Derivatives Realized
Gain on
Derivatives
Recognized in
Income Change in
Unrealized Gain
(Loss) on
Derivatives
Recognized in
Income
Dry Bulk Index Rates Market Risk Net realized gain on futures contracts and/or change in unrealized gain (loss) on investments and futures contracts $ 40,625,989 $ 14,553,830
The futures contracts open at March 31, 2024 are
indicative of the activity for the nine months ended March 31, 2024.
BREAKWAVE TANKER SHIPPING ETF
Fair Value of Derivative Instruments, as of March
31, 2025
Asset Derivatives Liability Derivatives
Derivatives Combined Statements of
Assets and Liabilities Fair
Value Combined Statements of
Assets and Liabilities Fair
Value Total (a)
Crude Oil Tanker Index Rates Market Risk Unrealized appreciation on futures contracts $ 1,497 Unrealized depreciation on futures contracts $ 69,457 $ 67,960
(a)
Represents cumulative depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
BREAKWAVE TANKER SHIPPING ETF
Fair Value of Derivative Instruments, as of June
30, 2024
Asset Derivatives Liability Derivatives
Derivatives Combined Statements of
Assets and Liabilities Fair
Value Combined Statements of
Assets and Liabilities Fair
Value Total (a)
Crude Oil Tanker Index Rates Market Risk Unrealized appreciation on futures contracts $ -
Unrealized depreciation on futures contracts $ 115,880 $ 115,880
(a)
Represents cumulative depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
25
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(3) Investments - Continued
(c) Futures Contracts - Continued
BREAKWAVE TANKER SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Three Months Ended March 31, 2025
Derivatives Location of Gain (Loss) on Derivatives Realized
Gain on
Derivatives
Recognized in
Income Change in
Unrealized
Gain (Loss) on Derivatives Recognized in
Income
Crude Oil Tanker Index Rates Market Risk Net realized gain on futures contracts and/or change in unrealized gain (loss) on futures contracts $ 264 $ 116,890
The futures contracts open at March 31, 2025 are indicative of the
activity for the three months ended March 31, 2025.
BREAKWAVE TANKER SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Three Months Ended March 31, 2024
Derivatives Location of Gain (Loss) on Derivatives Realized
Gain on
Derivatives
Recognized in
Income Change in
Unrealized
Gain (Loss) on Derivatives Recognized in
Income
Crude Oil Tanker Index Rates Market Risk Net realized gain on futures contracts and/or change in unrealized gain (loss) on investments and futures contracts $ 861,391 $ 78,426
The futures contracts open at March 31, 2024 are indicative of the
activity for the three months ended March 31, 2024.
26
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(3) Investments - Continued
(c) Futures Contracts - Continued
BREAKWAVE TANKER SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Nine Months Ended March 31, 2025
Derivatives Location of Gain (Loss) on Derivatives Realized
Loss on
Derivatives
Recognized in
Income Change in
Unrealized
Gain (Loss) on Derivatives Recognized in
Income
Crude Oil Tanker Index Rates Market Risk Net realized loss on futures contracts and/or change in unrealized gain (loss) on futures contracts $ ( 1,021,164 ) $ 47,920
The futures contracts open at March 31, 2025 are indicative of the
activity for the nine months ended March 31, 2025.
BREAKWAVE TANKER SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Nine Months Ended March 31, 2024
Derivatives Location of Gain (Loss) on Derivatives Realized
Gain on
Derivatives
Recognized in
Income Change in
Unrealized
Gain (Loss) on Derivatives Recognized in
Income
Crude Oil Tanker Index Rates Market Risk Net realized gain on futures contracts and/or change in unrealized gain (loss) on investments and futures contracts $ 992,069 $ ( 830,771 )
The futures contracts open at March 31, 2024 are indicative of the
activity for the nine months ended March 31, 2024.
27
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(4) Agreements
(a) Management Fee
Each Fund pays the Sponsor a sponsor fee (the
“Sponsor Fee”) in consideration of the Sponsor’s advisory services to the Funds. Additionally, each Fund pays the commodity
trading advisor a license and service fee (the “CTA fee”).
BDRY pays the Sponsor an annual Sponsor Fee, monthly
in arrears, in an amount calculated as the greater of 0.15 % of its average daily net assets, or $ 125,000 . BDRY also pays an annual fee
to Breakwave, monthly in arrears, in an amount equal to 1.45 % of BDRY’s average daily net assets. Breakwave has agreed to waive
its CTA fee to the extent necessary, and the Sponsor has voluntarily agreed to correspondingly assume the remaining expenses of BDRY such
that Fund expenses do not exceed an annual rate of 3.50 %, excluding brokerage commissions, interest expense, and extraordinary expenses,
if any, of the value of BDRY’s average daily net assets through December 31, 2025 (the “BDRY Expense Cap,”). The assumption
of expenses by the Sponsor and waiver of BDRY’s CTA fee are contractual on the part of the Sponsor and Breakwave, respectively.
The waiver of BDRY’s CTA fees, pursuant
to the undertaking, amounted to $-0- and $-0- , for the three months ended March 31, 2025 and 2024, respectively, and $ 217,687 and $-0-
for the nine months ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. Effective September
1, 2022 Breakwave may, during the term of the waiver agreement, recoup any fees waived pursuant to the contract; however, the Fund will
only make repayments to Breakwave if such repayment does not cause the Fund’s expense ratio after the repayment is taken into account,
to exceed either (i) the expense cap in place at the time such amounts were waived, or (ii) the Fund’s current expense cap. Such
recoupment is limited to three years from the date the amount is initially waived. At March 31, 2025, BDRY is subject to potential future
repayments of $ 157,132 to Breakwave. The potential future repayments expire during the year ending June 30, 2028, in the amount of $ 157,132 .
BWET pays the Sponsor an annual Sponsor Fee, monthly
in arrears, in an amount calculated as the greater of 0.30 % of its average daily net assets, or $ 50,000 . BWET also pays an annual CTA
license and service fee to Breakwave, monthly in arrears, in an amount equal to 1.45 % of BDRY’s average daily net assets. Breakwave
has agreed to waive its CTA fee to the extent necessary, and the Sponsor has voluntarily agreed to correspondingly assume the remaining
expenses of BWET such that Fund expenses do not exceed an annual rate of 3.50 %, excluding brokerage commissions, interest expense, and
extraordinary expenses, if any, of the value of BWET’s average daily net assets through December 31, 2025 (the “BWET Expense
Cap”). The assumption of expenses by the Sponsor and waiver of BWET’s CTA fee are contractual on the part of the Sponsor and
Breakwave, respectively.
The waiver of BWET’s CTA fees, pursuant
to the undertaking, amounted to $ 5,065 and $ 21,196 for the three months ended March 31, 2025 and 2024, respectively, and $ 22,464 and $ 41,326
for the nine months ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. Breakwave may,
during the term of the waiver agreement, recoup any fees waived pursuant to the contract; however, the Fund will only make repayments
to Breakwave if such repayment does not cause the Fund’s expense ratio after the repayment is taken into account, to exceed either
(i) the expense cap in place at the time such amounts were waived, or (ii) the Fund’s current expense cap. Such recoupment is limited
to three years from the date the amount is initially waived. At March 31, 2025, BWET is subject to potential future repayments of $ 702,037
to Breakwave. The potential future repayments expire during the years ending June 30, 2026, 2027, and 2028 in the amounts of $ 80,669 ,
$ 333,888 , and $ 287,480 , respectively.
The Funds currently accrue their daily
expenses up to the Expense Cap, or if less, at accrual estimates established by the Sponsor. At the end of each month, the accrued
amount is remitted to the Sponsor as the Sponsor has assumed, and is responsible for the payment of the routine operational,
administrative and other ordinary expenses of the Funds in excess of the Fund’s respective Expense Cap, which in the case of
BDRY, expenses recouped of $ 84,434 and $-0- for the three months ended March 31, 2025 and 2024, respectively, and $-0- and $-0-
for the nine months ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations.
In the case of BWET, expenses absorbed by the
Sponsor aggregated $ 112,435 and $ 37,363 for the three months ended March 31, 2025 and 2024, and $ 265,016 and $ 198,094 for the nine months
ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations.
(b) The Administrator, Custodian, Fund Accountant
and Transfer Agent
Each Fund has appointed U.S. Bank, a national
banking association, with its principal office in Milwaukee, Wisconsin, as the custodian (the “Custodian”). Its affiliate,
U.S. Bancorp Fund Services, is the Fund accountant (“the Fund accountant”) of the Funds, transfer agent (the “Transfer
Agent”) for Fund shares and administrator for the Funds (the “Administrator”). It performs certain administrative and
accounting services for the Funds and prepares certain SEC, NFA and CFTC reports on behalf of the Funds. (U.S. Bank and U.S. Bancorp Fund
Services are referred to collectively hereinafter as “U.S. Bank”).
28
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(4) Agreements - Continued
(b) The Administrator, Custodian, Fund Accountant
and Transfer Agent - Continued
Each Fund has agreed to pay U.S. Bank 0.05 % of
average assets under management (AUM), with a $ 45,000 minimum annual fee payable for its administrative, accounting and transfer agent
services and 0.01 % of AUM, with an annual minimum of $ 4,800 for custody services. BDRY paid U.S. Bank $ 15,249 and $ 16,430 for the three
months ended March 31, 2025 and 2024, respectively, and $ 47,329 and $ 49,603 for the nine months ended March 31, 2025 and 2024, respectively,
as disclosed in the Combined Statements of Operations. BWET paid U.S. Bank $ 20,351 and $ 14,885 for the three months ended March 31, 2025
and 2024, and $ 50,536 and $ 44,941 for the nine months ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements
of Operations.
(c) The Distributor
Through August 13, 2023, each Fund paid ETFMG
Financial LLC (the “former Distributor”), an affiliate of the Sponsor, an annual fee for statutory and wholesaling distribution
services and related administrative services equal to the greater of $ 15,000 or 0.02 % of the Fund’s average daily net assets, payable
monthly. Pursuant to the respective Marketing Agent Agreements between the Sponsor, each Fund and the former Distributor, the former Distributor
assisted the Sponsor and the applicable Fund with certain functions and duties relating to distribution and marketing services to the
applicable Fund, including reviewing and approving marketing materials and certain regulatory compliance matters. The Distributor also
assisted with the processing of creation and redemption orders.
Effective August 14, 2023, the Sponsor entered
into a Marketing Agent Agreement (the “Marketing Agreement”) on behalf of the Trust and the Funds with Foreside Fund Services,
LLC (“Foreside”), pursuant to which Foreside provides certain marketing services to the Funds. Each Fund pays an annual fee
for such distribution services and related administrative services, with a minimum of approximately $ 10,000 payable annually. Pursuant
to the Marketing Agent Agreement between the Sponsor, the Funds and Foreside, Foreside assists the Sponsor and the Funds with certain
functions and duties relating to distribution and marketing services to the Funds, including reviewing and approving marketing materials
and certain regulatory compliance matters. Foreside also assists with the processing of creation and redemption orders. Foreside’s
principal business office is located in Portland, ME.
BDRY incurred $( 2,931 ) and $ 3,906 in distribution
and related administrative services for the three months ended March 31, 2025 and 2024, respectively, and $ 6,145 and $ 11,799 for the nine
months ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. BWET incurred $( 2,419 ) and
$ 3,891 in distribution and related administrative services for the three months ended March 31, 2025 and 2024, respectively, and $ 513
and $ 11,765 for the nine months ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations.
BDRY pays the Sponsor an annual fee for wholesale
support services of $ 25,000 plus 0.12 % of BDRY’s average daily net assets, payable monthly. BWET pays the Sponsor an annual fee
for wholesale support services of $ 15,000 plus 0.15 % of BWET’s average daily net assets, payable monthly.
BDRY incurred $ 20,942 and $ 22,451 in wholesale
support fees for the three months ended March 31, 2025 and 2024, respectively, and $ 49,280 and $ 79,747 for the nine months ended March
31, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. BWET incurred $ 4,214 and $ 5,436 in wholesale support
fees for the three months ended March 31, 2025 and 2024, respectively, and $ 13,558 and $ 16,037 for the nine months ended March 31, 2025
and 2024, respectively, as disclosed in the Combined Statements of Operations.
(d) The Commodity Broker
Marex Financial Ltd., registered in England, serves
as each Fund’s clearing broker (the “Commodity Broker”). In its capacity as clearing broker, the Commodity Broker executes
and clears the Fund’s futures transactions and performs certain administrative services for the Funds.
The Funds pay respective brokerage commissions,
including applicable exchange fees, National Futures Association (“NFA”) fees, give–up fees, pit brokerage fees and
other transaction related fees and expenses charged in connection with trading activities in CFTC regulated investments. Brokerage commissions
on futures contracts are recognized on a half-turn basis.
The Sponsor does not expect annual brokerage commissions
and fees to exceed 0.40 % for BDRY and 1.35 % for BWET (excluding the impact on each Fund of creation and/or redemption activity) of the
net asset value of BDRY and BWET, respectively, for execution and clearing services on behalf of the Funds, although the actual amount
of brokerage commissions and fees in any year or any part of any year may be greater. The effects of trading spreads, financing costs
associated with financial instruments, and costs relating to the purchase of U.S. Treasury Securities or similar high credit quality short-term
fixed-income or similar securities are not included in the foregoing analysis. BDRY incurred $ 135,443 and $ 117,892 in brokerage commissions
and fees for the three months ended March 31, 2025 and 2024, respectively, and $ 303,787 and $ 474,508 for the nine months ended March 31,
2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. BWET incurred $ 5,734 and $ 76,663 in brokerage commissions
and fees for the three months ended March 31, 2025 and 2024, respectively, and $ 24,473 and $ 100,990 for the nine months ended March 31,
2025 and 2024, respectively, as disclosed in the Combined Statement of Operations.
29
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(4) Agreements - Continued
( e) The Trustee
Under the Amended and Restated Declaration of
Trust and Trust Agreement (the “Trust Agreement”) for each Fund, Wilmington Trust Company, the Trustee of each of the Funds
(the “Trustee”) serves as the sole trustee of each Fund in the State of Delaware. The Trustee will accept service of legal
process on the Funds in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. Under the Trust Agreement
for each Fund, the Sponsor has the exclusive management and control of all aspects of the business of the Funds. The Trustee does not
owe any other duties to the Funds, the Sponsor or the Shareholders of the Funds. The Trustee has no duty or liability to supervise or
monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor. BDRY incurred
$ 630 and $-0- in trustee fees for the three months ended March 31, 2025 and 2024, respectively, and $ 1,918 and $-0- for the nine months
ended March 31, 2025 and 2024, respectively, which is included in Trustees Fees in the Combined Statements of Operations. BWET incurred
$ 630 and $ -0- in trustee fees for the three months ended March 31, 2025 and 2024, respectively, and $ 1,918 and $-0- for the nine months
ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statement of Operations.
(f) Routine Offering, Operational, Administrative
and Other Ordinary Expenses
The Sponsor, in accordance with the BDRY Expense
Cap limitation paid, after the waiver of the CTA fee for BDRY by Breakwave, if any, all of the routine offering, operational, administrative
and other ordinary expenses of BDRY in excess of 3.50 % (excluding brokerage commissions and interest expense) of BDRY’s average
daily net assets, including, but not limited to, accounting and computer services, the fees and expenses of the Trustee, Administrator,
Custodian, Transfer Agent and Distributor, legal and accounting fees and expenses, tax return preparation expenses, filing fees, and printing,
mailing and duplication costs. BDRY incurred $ 483,341 and $ 545,813 for the three months ended March 31, 2025 and 2024, respectively, and
$ 1,330,949 and $ 1,897,701 for the nine months ended March 31, 2025 and 2024, respectively, in routine offering, operational, administrative
or other ordinary expenses.
The CTA fee waiver for BDRY by Breakwave was $-0-
and $-0- for the three months ended March 31, 2025 and 2024, respectively, and $ 217,687 and $-0- for the nine months ended March 31, 2025
and 2024, respectively.
In addition, the assumption of Fund expenses
above the BDRY Expense Cap by the Sponsor, pursuant to the undertaking (as discussed in Note 4a), amounted to expenses recouped of
$ 84,434 and $-0- for the three months ended March 31, 2025 and 2024, respectively, and $-0- and $-0- for the nine months ended
March 31, 2025 and 2024, respectively.
The Sponsor, in accordance with the BWET Expense
Cap limitation paid, after the waiver of a portion of the CTA fee for BWET by Breakwave, all of the routine offering, operational, administrative
and other ordinary expenses of BWET in excess of 3.50 % (excluding brokerage commissions and interest expense) of BWET’s average
daily net assets, including, but not limited to, accounting and computer services, the fees and expenses of the Trustee, Administrator,
Custodian, Transfer Agent and Distributor, legal and accounting fees and expenses, tax return preparation expenses, filing fees, and printing,
mailing and duplication costs. BWET incurred $ 135,463 and $ 186,492 for the three months ended March 31, 2025 and 2024, respectively, and
$ 366,176 and $ 440,160 for the nine months ended March 31, 2025 and 2024, respectively, in routine offering, operational, administrative
or other ordinary expenses.
The CTA fee waiver for BWET by Breakwave was $ 5,065
and $ 21,196 for the three months ended March 31, 2025 and 2024, respectively, and $ 22,464 and $ 41,326 for the nine months ended March
31, 2025 and 2024, respectively.
In addition, the assumption of Fund expenses above
the BWET Expense Cap by the Sponsor, pursuant to the undertaking (as discussed in Note 4a), amounted to $ 112,435 and $ 37,363 for the three
months ended March 31, 2025 and 2024, respectively, and $ 265,016 and $ 198,094 for the nine months ended March 31, 2025 and 2024, respectively.
30
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(4) Agreements - Continued
(g) Organizational and Offering Costs
Expenses incurred in connection with organizing
BDRY and BWET and up to the offering of their Shares upon commencement of their investment operations on March 22, 2018 and May 3, 2023,
respectively, were paid by the Sponsor and Breakwave without reimbursement.
Accordingly, all such expenses are not reflected
in the Combined Statements of Operations. The Funds will bear the costs of their continuous offering of Shares and ongoing offering expenses.
Such ongoing offering costs will be included as a portion of the Routine Offering, Operational, Administrative and Other Ordinary Expenses.
These costs will include registration fees for regulatory agencies and all legal, accounting, printing and other expenses associated therewith.
(h) Extraordinary Fees and Expenses
The Funds will pay all extraordinary fees and
expenses, if any. Extraordinary fees and expenses are fees and expenses which are nonrecurring and unusual in nature, such as legal claims
and liabilities, litigation costs or indemnification or other unanticipated expenses. Such extraordinary fees and expenses, by their nature,
are unpredictable in terms of timing and amount. For the three and nine months ended March 31, 2025 and 2024, respectively, BDRY did not
incur such expenses. For the three and nine months ended March 31, 2025 and 2024, respectively, BWET did not incur such expenses.
(5) Creations and Redemptions
Each Fund issues and redeems Shares from time
to time, but only in one or more Creation Baskets. A Creation Basket is a block of 25,000 Shares of the particular Fund. Baskets may be
created or redeemed only by Authorized Participants.
Except when aggregated in Creation Baskets, the
Shares are not redeemable securities. Retail investors, therefore, generally will not be able to purchase or redeem Shares directly from
or with the Fund. Rather, most retail investors will purchase or sell Shares in the secondary market with the assistance of a broker.
Thus, some of the information contained in these Notes to Interim Combined Financial Statements – such as references to the Transaction
Fee imposed on creations and redemptions – is not relevant to retail investors.
(a) Transaction Fees on Creation and Redemption
Transactions
In connection with orders to create and redeem
one or more Creation Baskets, an Authorized Participant is required to pay a transaction fee, or AP Transaction Fee, of $ 300 per BDRY
or BWET order, which goes directly to the Custodian. The AP Transaction Fees are paid by the Authorized Participants and not by the Funds.
b) Share Transactions
BREAKWAVE DRY BULK SHIPPING ETF
Summary of Share Transactions for the Three Months
Ended March 31, 2025
Shares
Net Assets
Increase
Shares Sold
4,900,000
$ 26,912,420
Shares Redeemed
( 325,000 )
( 2,110,554 )
Net Increase
4,575,000
$ 24,801,866
BREAKWAVE DRY BULK SHIPPING ETF
Summary of Share Transactions for the Three Months
Ended March 31, 2024
Shares
Net Assets
Decrease
Shares Sold
1,225,000
$ 16,389,840
Shares Redeemed
( 2,025,000 )
( 23,808,925 )
Net Decrease
( 800,000 )
$ ( 7,419,085 )
31
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(5) Creations and Redemptions - Continued
b) Share Transactions – Continued
BREAKWAVE DRY BULK SHIPPING ETF
Summary of Share Transactions for the Nine Months
Ended March 31, 2025
Shares
Net Assets
Increase
Shares Sold
8,200,000
$ 48,952,433
Shares Redeemed
( 1,700,000 )
( 16,438,609 )
Net Increase
6,500,000
$ 32,513,824
BREAKWAVE DRY BULK SHIPPING ETF
Summary of Share Transactions for the Nine Months
Ended March 31, 2024
Shares
Net Assets
Decrease
Shares Sold
4,050,000
$ 30,098,300
Shares Redeemed
( 10,675,000 )
( 83,631,798 )
Net Decrease
( 6,625,000 )
$ ( 53,533,498 )
BREAKWAVE TANKER SHIPPING ETF
Summary of Share Transactions for the Three Months
Ended March 31, 2025
Shares
Net Assets
Increase
Shares Sold
25,000
$ 283,038
Shares Redeemed
( 25,000 )
( 267,081 )
Net Increase
-
$ 15,957
BREAKWAVE TANKER SHIPPING ETF
Summary of Share Transactions for the Three Months
Ended March 31, 2024
Shares
Net Assets
Increase
Shares Sold
725,000
$ 12,588,355
Shares Redeemed
( 675,000 )
( 12,161,970 )
Net Increase
50,000
$ 426,385
BREAKWAVE TANKER SHIPPING ETF
Summary of Share Transactions for the Nine Months
Ended March 31, 2025
Shares
Net Assets
Increase
Shares Sold
100,000
$ 1,501,605
Shares Redeemed
( 100,000 )
( 1,231,170 )
Net Increase
-
$ 270,435
32
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
BREAKWAVE TANKER SHIPPING ETF
Summary of Share Transactions for the Nine Months
Ended March 31, 2024
Shares
Net Assets
Decrease
Shares Sold
750,000
$ 12,980,465
Shares Redeemed
( 775,000 )
( 13,878,180 )
Net Decrease
( 25,000 )
$ ( 897,715 )
(6) Risk
(a) Investment Related Risk
The NAV of each Fund’s shares relates directly
to the value of the respective freight futures portfolio, cash and cash equivalents held by each Fund. Fluctuations in the prices of these
assets could materially adversely affect the values and performance of an investment in BDRY and BWET shares. Past performance is not
necessarily indicative of future results; all or substantially all of an investment in BDRY or BWET could be lost.
The NAV of BDRY and BWET shares relates directly
to the value of the futures investments held by each Fund which are materially impacted by fluctuations in changes in spot charter rates.
Charter rates for dry bulk vessels and crude oil tankers are volatile and have declined significantly since their historic highs and may
remain at low levels or decrease further in the future.
Futures and options contracts have expiration
dates. Before or upon the expiration of a contract, BDRY and/or BWET may be required to enter into replacement contracts that are priced
higher or that have less favorable terms than the contracts being replaced (see “Negative Roll Risk,” below). The Freight
Futures market settles in cash against published indices, so there is no physical delivery against the futures contracts.
Similar to other futures contracts, the Freight
Futures curve shape could be either in “contango” (where the futures curve is upward sloping with next futures price higher
than the current one) or “backwardation” (where each the next futures price is lower than the current one). Contango curves
are generally characterized by negative roll cost, as the expiring contract value is lower that the next prompt contract value, assuming
the same lot size. That means there could be losses incurred when the contracts are rolled each period (“Negative Roll Risk”)
and such losses are independent of the Freight Futures price level.
Inflation in wages, materials, energy costs, equipment,
and other costs has the potential to adversely affect the results of operations, cash flows and financial position of each Fund, particularly
if each Fund is unable to achieve commensurate increases in the prices. In addition, inflation in the U.S. has the potential to result
in higher interest rates, which could result in higher borrowing costs, supply shortages, increased costs of labor, weakening exchange
rates and other similar effects. Each Fund may experience inflationary pressures on its supply chain due to increased shipping costs and
increased energy prices.
The Russia Ukraine war poses an increasing risk
for global economic growth. Major economic sanctions against Russia are having a considerable impact on oil and gas prices, given the
dependence of the EU on oil and gas exports out of Russia combined with limited spare capacity of such commodities globally. Energy prices
have increased significantly, leading to major inflationary pressures in the major developed countries that rely heavily on oil and gas
exports out of Russia. In the case of BDRY, the combined Russia/Ukraine region account for approximately one quarter of global grain production,
one of the main cargoes transported by dry bulk vessels, while coal and iron ore exports out of the region have also been reduced. The
above factors can have a material negative impact on demand for dry bulk transportation, while slower economic growth could also negatively
affect demand for dry bulk commodities in the rest of the world, leading to lower dry bulk freight rates.
The conflict between Russia and Ukraine is having
a profound impact on global commodities prices including grain and coal, two of the most important commodities for dry bulk shipping.
Given the importance of the region in export volumes for both grains and coal, a prolonged stoppage could lead to significantly lower
freight rates and thus a decline in freight futures prices and a decline in the value of BDRY. Although coal supplies could potentially
be sourced from elsewhere partly mitigating the negative impact of the lost volumes, global grain production capacity is limited, and
thus the impact of the lost volumes could not be easily mitigated. In addition, the recent geopolitical turmoil has led to an increase
in government protectionism when it comes to commodities, and if such a trend continues, it could lead to lower bulk commodities trading
globally over the long term. The impact of such a scenario on dry bulk shipping will be negative, leading to lower spot rates and as a
result lower freight futures prices and a decline in the value of BDRY.
33
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(6) Risk - Continued
(a) Investment Related Risk - Continued
In the case of BWET, the conflict between Russia
and Ukraine has also had a profound impact on oil prices and as a result on tanker rates and might continue to impact the level of tanker
rates for years to come. Russia accounts for more than 10% of global oil production. Sanctions put in place to limit the exports of crude
oil and refined products from Russia has caused a reshuffling in tanker trade patterns and has led to increasing volatility in tanker
freight rates. With limited seaborne crude exports out of Russia, refiners and oil traders have been seeking alternative sources for feedstock
crude, causing major disruptions in the traditional crude oil trading patterns. Volatility in tanker rates has increased, especially for
tankers carrying refined products. As volatility of spot charter rates increases, higher trading volumes in freight futures would be expected
as market participants tend to increase their hedging requirements. In addition, oil price volatility has increased significantly, impacting
tanker spot rate freight rates.
The Hamas-Israel conflict has stoked fears of
oil supply instability in the Middle East and globally. While not having an immediate impact on global oil production or tanker trade
patterns, escalation or expansion of hostilities, interventions by other groups or nations, the imposition of economic sanctions on any
of the oil producing nations, disruption of shipping transit in the Straits of Hormuz or other significant trade routes, or similar outcomes
could lead to oil supply instability. The conflict is ongoing and, should it escalate and expand to other oil producing nations in the
region, it may have a profound negative impact on oil prices and, as a result, the supply and demand for freight that could have a negative
impact on spot freight rates for dry bulk and liquid freight and on Freight Futures.
In April 2025, the U.S. government announced a
baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with
which the United States has the largest trade deficits. The tariffs on import goods by the US as well as corresponding increase in tariffs
by other countries can have a meaningful negative impact on trade volumes, which could have a material adverse impact on shipping rates.
As tariffs lead to less imports and exports, demand for transportation could potentially decrease leading to lower shipping rates. Such
negative impact could affect both dry bulk and tanker rates alike. The impact of the implementation of higher tariffs around the globe
on dry bulk shipping and tanker shipping will be negative, all else equal, leading to lower spot rates and as a result lower freight futures
prices and a decline in the value of BDRY as well as BWET.
In addition, The People’s Republic of China
(“China”) accounts for a sizable part of oil demand, and changes in the economic and political environment in China and policies
adopted by the government to regulate its economy may have a material adverse effect on tanker charter rates and as a result, Freight
Futures.
34
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(6) Risk - Continued
(b) Liquidity Risk
In certain circumstances, such as the disruption
of the orderly markets for the futures contracts or Financial Instruments in which the Fund invest, the Funds might not be able to dispose
of certain holdings quickly or at prices that represent what the market value may have been in an orderly market. Futures and option positions
cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small
volume of buy and sell orders in a market. A market disruption can also make it difficult to liquidate a position. The large size of the
positions that the Funds may acquire increases the risk of illiquidity both by making its positions more difficult to liquidate and by
potentially increasing losses while trying to do so. Such a situation may prevent the Funds from limiting losses, realizing gains or achieving
a high correlation with the applicable Benchmark Portfolio.
(c) Natural Disaster/Epidemic Risk
Natural or environmental disasters, such as earthquakes,
fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics
and epidemics (for example, the novel coronavirus COVID-19), have been and can be highly disruptive to economies and markets and have
recently led, and may continue to lead, to increased market volatility and significant market losses. Such natural disaster and health
crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns,
social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results
on the operating performance of the Funds and their investments. A climate of uncertainty and panic, including the contagion of infectious
viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities,
and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial
projections. Under these circumstances, the Funds may have difficulty achieving their investment objectives which may adversely impact
performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual
companies (including, but not limited to, the Funds’ Sponsor and third party service providers), sectors, industries, markets, securities
and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the
value of the Funds’ investments. These factors can cause substantial market volatility. exchange trading suspensions and closures
and can impact the ability of the Funds to complete redemptions and otherwise affect each Fund’s performance and the Funds’
trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at
the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events
could have significant impact on the Funds’ performance, resulting in losses to the Funds.
(7) Profit and Loss Allocations and Distributions
Pursuant to the Trust Agreement, income and expenses
of the Funds are allocated pro rata among the Shareholders monthly based on their respective percentage interests as of the close
of the last trading day of the preceding month.
Any losses allocated to the Sponsor which are
in excess of the Sponsor’s capital balance are allocated to the Shareholders in accordance with their respective interest in the
applicable Fund as a percentage of total Shareholders’ capital. Distributions (other than redemption of units) may be made at the
sole discretion of the Sponsor on a pro rata basis in accordance with the respective interests of the Shareholders.
(8) Indemnifications
The Sponsor, either in its own capacity or in
its capacity as the Sponsor and on behalf of the Funds, has entered into various service agreements that contain a variety of representations,
or provide indemnification provisions related to certain risks service providers undertake in performing services which are in the best
interests of the Funds. As of March 31, 2025, the Funds had not received any claims or incurred any losses pursuant to these agreements
and expects the risk of such losses to be remote.
(9) Termination
The term of each Fund is perpetual unless terminated
earlier in certain circumstances as described in the applicable Prospectus.
(10) Net Asset Value and Financial Highlights
The Funds are presenting, as applicable, the following
net asset value and financial highlights related to investment performance for a Share outstanding throughout the three and nine months
ended March 31, 2025 and March 31, 2024, respectively. The net investment income and total expense ratios are calculated using average
net assets. The net asset value presentation is calculated by dividing each Fund’s net assets by the average daily number of Shares
outstanding. The net investment income (loss) and expense ratios have been annualized. The total return is based on the change in net
asset value and market value of the Shares during the period. An individual investor’s return and ratios may vary based on the timing
of their transactions in Fund Shares.
35
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
(10) Net Asset Value and Financial Highlights - Continued
BREAKWAVE DRY BULK
BREAKWAVE TANKER
SHIPPING ETF
SHIPPING ETF
For the Three Months Ended
March 31,
For the Three Months Ended
March 31,
2025
2024
2025
2024
Net Asset Value
Net asset value per Share, beginning of period
$ 6.04
$ 11.64
$ 9.88
$ 16.04
Net investment loss*
( 0.02 )
( 0.04 )
( 0.06 )
( 0.34 )
Net realized and unrealized gain (loss)
0.32
2.39
1.07
2.95
Net Income
0.30
2.35
1.01
2.61
Net Asset Value per Share, end of period
$ 6.34
$ 13.99
$ 10.89
$ 18.65
Market Value per Share, end of period
$ 6.25
$ 13.86
$ 10.91
$ 18.63
Ratios to Average Net Assets**
Expense Ratio
4.60 %
4.03 %
5.14 %
12.76 %
Expense Ratio**** before Waiver/Assumption
3.91 %
4.03 %
38.78 %
8.75 %
Net Investment Loss after waiver
( 1.28 )%
( 1.28 )%*****
( 2.10 )%
( 11.41 )%*****
Total Return, at Net Asset Value***
5.00 %
20.17 %
10.17 %
16.23 %
Total Return, at Market Value***
2.79 %
19.90 %
11.12 %
15.35 %
* Calculated
based on average shares outstanding during the period.
** Percentages
are annualized
*** Percentages
are not annualized
**** Fund expenses have been capped at 3.50 % of average daily
net assets, plus brokerage commissions, interest expense, and extraordinary expenses, if any
***** Net Investment Loss before waiver
36
Amplify Commodity Trust
Notes to Interim Combined Financial Statements
March 31, 2025 (unaudited)
BREAKWAVE DRY BULK
BREAKWAVE TANKER
SHIPPING ETF
SHIPPING ETF
For the Nine Months Ended
March 31,
For the Nine Months Ended
March 31,
2025
2024
2025
2024
Net Asset Value
Net asset value per Share, beginning of period
$ 12.13
$ 5.53
$ 16.69
$ 20.83
Net investment loss*
( 0.07 )
( 0.07 )
( 0.15 )
( 0.79 )
Net realized and unrealized gain (loss)
( 5.72 )
8.53
( 5.65 )
( 1.39 )
Net Income (Loss)
( 5.79 )
8.46
( 5.80 )
( 2.18 )
Net Asset Value per Share, end of period
$ 6.34
$ 13.99
$ 10.89
$ 18.65
Market Value per Share, end of period
$ 6.25
$ 13.86
$ 10.91
$ 18.63
Ratios to Average Net Assets**
Expense Ratio
4.69 %
4.32 %
5.08 %
15.44 %
Expense Ratio**** before Waiver/Assumption
5.21 %
4.32 %
23.64 %
7.04 %
Net Investment Loss after waiver
( 1.23 )%
( 1.29 )%*****
( 1.49 )%
( 14.26 )%*****
Total Return, at Net Asset Value***
( 47.69 )%
153.35 %
( 34.77 )%
( 10.49 )%
Total Return, at Market Value***
( 48.94 )%
149.73 %
( 35.02 )%
( 10.78 )%
* Calculated based on average shares outstanding during the period.
** Percentages are annualized
*** Percentages are not annualized
**** Fund expenses have been capped at 3.50 % of average daily net assets, plus brokerage commissions, interest expense, and extraordinary expenses, if any.
*****
Net Investment Loss before waiver
(11) Subsequent Events
In preparing these interim financial statements,
the Fund has evaluated events and transactions for potential recognition or disclosure through the date the interim financial statements
were issued. This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the financial
statements.
37
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. Any forward-looking statements of Amplify Commodity Trust (the
“Trust”) are not guarantees 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.
You should not place undue reliance on any
forward-looking statements. Except as expressly required by the Federal securities laws, Amplify Investments LLC 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
The Trust is a Delaware statutory trust formed
on July 23, 2014. Prior to February 15, 2024, the Trust was named ETF Managers Group Commodity Trust I. The Trust is a series trust formed
pursuant to the Delaware Statutory Trust Act and currently includes two separate series: BDRY and BWET. Each Fund is a commodity pool
that continuously issues shares of beneficial interest that may be purchased and sold on the NYSE Arca.
The Funds are each managed and controlled by Amplify
Investments LLC (the “Sponsor” or “Amplify”), a single member limited liability company that was formed in the
state of Delaware on October 2, 2014. The Funds pay the Sponsor a management fee. The Sponsor, the Trust, and the Funds maintain their
main business offices at 3333 Warrenville Road, Suite 350, Lisle, IL 60532. The Sponsor’s telephone number is (855) 267-3837.
The Sponsor is a wholly-owned subsidiary of Amplify
Holding Company LLC, a limited liability company domiciled and headquartered in Illinois.
The Sponsor has the power and authority to establish
and designate one or more series and to issue shares thereof, from time to time as it deems necessary or desirable. The Sponsor has exclusive
power to fix and determine the relative rights and preferences as between the shares of any series as to the right of redemption, special
and relative rights as to dividends and other distributions and on liquidation, conversion rights, and conditions under which the series
shall have separate voting rights or no voting rights. The term for which the Trust is to exist commenced on the date of the filing of
the Certificate of Trust, and the Trust, the Funds, and any additional series created in the future will exist in perpetuity, unless earlier
terminated in accordance with the provisions of the Trust Agreement. Separate and distinct records shall be maintained for each Fund and
the assets associated with a Fund shall be held in such separate and distinct records (directly or indirectly, including a nominee or
otherwise) and accounted for in such separate and distinct records separately from the assets of any other series. The Funds and each
future series will be separate from all such series in respect of the assets and liabilities allocated to a Fund and each separate series
and will represent a separate investment portfolio of the Trust.
Each Fund is a “commodity pool” as
defined by the Commodity Exchange Act (“CEA”). Consequently, the Sponsor has registered as a commodity pool operator (“CPO”)
with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
Effective after the closing of trading on February
14, 2024, ETF Managers Capital, LLC, the prior sponsor of the Trust, resigned from its position as sponsor of the Trust. Concurrently,
Amplify was appointed as successor sponsor to the Trust. Effective February 15, 2024, the Funds are managed and controlled by Amplify
in its capacity as sponsor for the Trust.
The sole Trustee of the Trust is Wilmington Trust,
N.A. (the “Trustee”), and the Trustee serves as the Trust’s corporate trustee as required under the Delaware Statutory
Trust Act (“DSTA”). The Trustee’s principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890.
The Trustee is unaffiliated with the Sponsor. The rights and duties of the Trustee and the Sponsor with respect to the offering of the
Shares and Fund management and the shareholders are governed by the provisions of the DSTA and by the Trust Agreement.
BDRY commenced trading on the NYSE Arca on March
22, 2018 and trades under the symbol “BDRY”.
BWET commenced trading on NYSE Arca on May 3,
2023 and trades under the symbol “BWET”.
Each Fund is designed and managed to track the
performance of a portfolio (a “Benchmark Portfolio”) consisting of futures contracts (the “Benchmark Component Instruments”).
Change in Auditor . On November 5, 2024,
the Sponsor dismissed WithumSmith+Brown PC as the Trust’s independent registered public accounting firm and appointed Cohen &
Company, Ltd. as the Trust’s independent registered public accounting firm beginning with the fiscal quarter ending September 30,
2024.
38
Breakwave Dry Bulk Shipping ETF
The Investment Objective of the Fund
BDRY’s investment objective is to provide
investors with exposure to the daily change in the price of dry bulk freight futures by tracking the performance of a portfolio (the “BDRY
Benchmark Portfolio” ) consisting of exchange cleared futures contracts on the cost of shipping dry bulk freight (“Dry Freight
Futures”). BDRY seeks to achieve its investment objective by investing substantially all of its assets in the Dry Freight Futures
currently constituting the BDRY Benchmark Portfolio.
The BDRY Benchmark Portfolio
The BDRY Benchmark Portfolio is maintained by
Breakwave Advisors LLC (“Breakwave”), which also serves as BDRY’s CTA. The BDRY Benchmark Portfolio consists of the
Dry Freight Futures, which are a three-month strip of the nearest calendar quarter of futures contracts on specified indexes (each a “Reference
Index”) that measure rates for shipping dry bulk freight. Each Reference Index is published each United Kingdom business day by
the London-based Baltic Exchange Ltd. (the “Baltic Exchange”) and measures the charter rate for shipping dry bulk freight
in a specific size category of cargo ship – Capesize, Panamax or Supramax. The three Reference Indexes are as follows:
● Capesize :
the Capesize 5TC Index;
● Panamax :
the Panamax 4TC Index; and
● Supramax :
the Supramax 10TC Index.
The BDRY Benchmark Component Instruments currently
constituting the BDRY Benchmark Portfolio as of March 31, 2025 include:
Name
Ticker
Market
Value USD
Capesize 5TC
FFA 180kt Timecharter Average M Apr 25
C5TCM J25 INDEX
$
9,789,500
Capesize 5TC FFA 180kt Timecharter Average M May 25
C5TCM K25 INDEX
$
10,308,190
Capesize 5TC FFA 180kt Timecharter Average M Jun 25
C5TCM M25 INDEX
$
10,560,875
Panamax 4TC FFA 74kt Timecharter Average M Apr 25
P4TCM J25 INDEX
$
7,931,615
Panamax 4TC FFA 74kt Timecharter Average M May 25
P4TCM K25 INDEX
$
7,817,905
Panamax 4TC FFA 74kt Timecharter Average M Jun 25
P4TCM M25 INDEX
$
7,800,780
Supramax 58 TC FFA 58kt Timecharter Average M Apr 25
S58FM J25 INDEX
$
1,975,615
Supramax 58 TC FFA 58kt Timecharter Average M May 25
S58FM K25 INDEX
$
2,024,270
Supramax 58 TC FFA 58kt Timecharter Average M Jun 25
S58FM M25 INDEX
$
2,058,125
The value of the Capesize 5TC Index is disseminated
at 11:00 a.m., London Time and the value of the Panamax 4TC Index and the Supramax 10TC Index are each disseminated at 1:00 p.m., London
Time. The Reference Index information disseminated by the Baltic Exchange also includes the components and value of each component in
each Reference Index. Such Reference Index information also is widely disseminated by Reuters and/or other major market data vendors
BDRY seeks to achieve its investment objective
by investing substantially all of its assets in the Dry Freight Futures currently constituting the BDRY Benchmark Portfolio. The BDRY
Benchmark Portfolio will include all existing positions to maturity and settle them in cash. During any given calendar quarter, the BDRY
Benchmark Portfolio will progressively increase its position to the next calendar quarter three-month strip, thus maintaining constant
exposure to the Dry Freight Futures market as positions mature.
The BDRY Benchmark Portfolio will maintain long
only positions in Dry Freight Futures. The BDRY Benchmark Portfolio will include a combination of Capesize, Panamax and Supramax Dry Freight
Futures. More specifically, the BDRY Benchmark Portfolio will include 50% exposure in Capesize Dry Freight Futures contracts, 40% exposure
in Panamax Dry Freight Futures contracts and 10% exposure in Supramax Dry Freight Futures contracts. The BDRY Benchmark Portfolio will
not include and BDRY will not invest in swaps, non-cleared dry bulk freight forwards or other over the counter derivative instruments
that are not cleared through exchanges or clearing houses. BDRY may hold exchange traded options on Dry Freight Futures. The BDRY Benchmark
Portfolio is maintained by Breakwave and will be rebalanced annually. The Dry Freight Futures currently constituting the BDRY Benchmark
Portfolio, as well as the daily holdings of BDRY will be available on BDRY’s website at www.drybulketf.com.
39
When establishing positions in Dry Freight Futures,
BDRY will be required to deposit initial margin with a value of approximately 10% to 40% of the notional value of each Dry Freight Futures
position at the time it is established. These margin requirements are established and subject to change from time to time by the relevant
exchanges, clearing houses or BDRY’s futures commission merchant (“FCM”). On a daily basis, BDRY will be obligated to
pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level of its Dry Freight Futures
positions. Any assets not required to be posted as margin with BDRY’s FCM will generally be held at BDRY’s custodian in cash
or cash equivalents, as discussed below.
BDRY will hold cash or cash equivalents such as
U.S. Treasuries or other high credit quality, short term fixed income or similar securities for direct investment and for other liquidity
purposes and to meet redemptions that may be necessary on an ongoing basis. BDRY may also realize interest income from its holdings in
U.S. Treasuries or other market rate instruments.
Breakwave Tanker Shipping ETF
The Investment Objective of the Fund
BWET’s investment objective is to provide
investors with exposure to the daily change in the price of crude oil tanker freight futures by tracking the performance of a portfolio
(the “BWET Benchmark Portfolio” and, collectively with the BDRY Benchmark Portfolio, the “Benchmark Portfolios”)
consisting of exchange cleared futures contracts on the cost of shipping crude oil (“Oil Freight Futures” and, collectively
with Dry Freight Futures, the “Freight Futures”). BWET seeks to achieve its investment objective by investing substantially
all of its assets in the Oil Freight Futures currently constituting the BWET Benchmark Portfolio.
The BWET Benchmark Portfolio
The BWET Benchmark Portfolio is maintained by
Breakwave, which also serves as BWET’s CTA. The BWET Benchmark Portfolio consists of the Oil Freight Futures, which are a three-month
strip of the nearest calendar quarter of futures contracts on specified indexes (each a “Reference Index”) that measure rates
for shipping crude oil. Each Reference Index is published each United Kingdom business day by the Baltic Exchange and measures the charter
rate for shipping crude oil in a specific size category of cargo ship and for a specific route - TD3C or TD20. The two Reference Indexes
are as follows:
● TD3C :
the TD3C Index; and
● TD20 :
the TD20 Index.
The Oil Freight Futures currently constituting
the BWET Benchmark Portfolio as of March 31, 2025 include:
Name
Ticker
Market
Value USD
TD20 FFA 130kt West Africa to Continent USD/MT M Apr 25
DD20M J25 INDEX
$ 78,105
TD20 FFA 130kt West Africa to Continent USD/MT M May 25
DD20M K25 INDEX
$ 71,115
TD3C FFA 270kt Middle East Gulf to China USD/MT M Apr 25
DD3CM J25 INDEX
$ 460,600
TD3C FFA 270kt Middle East Gulf to China USD/MT M May 25
DD3CM K25 INDEX
$ 449,400
TD3C FFA 270kt Middle East Gulf to China USD/MT M Jun 25
DD3CM M25 INDEX
$ 435,155
The value of the TD3C Index and the TD20 Index
are each disseminated daily at 4:00 p.m. London Time by the Baltic Exchange. The Reference Index information disseminated by the Baltic
Exchange also includes the components and value of each component in each Reference Index. Such Reference Index information also is widely
disseminated by Reuters and/or other major market data vendors.
BWET seeks to achieve its investment objective
by investing substantially all of its assets in the Oil Freight Futures currently constituting the BWET Benchmark Portfolio. The BWET
Benchmark Portfolio will include all existing positions to maturity and settle them in cash. During any given calendar quarter, the BWET
Benchmark Portfolio will progressively increase its position to the next calendar quarter three-month strip, thus maintaining constant
exposure to the Oil Freight Futures market as positions mature.
40
The BWET Benchmark Portfolio will maintain long-only
positions in Oil Freight Futures. The BWET Benchmark Portfolio will include a combination of TD3C and TD20 Oil Freight Futures. More specifically,
the BWET Benchmark Portfolio will include 90% exposure in TD3C Oil Freight Futures contracts and 10% exposure in TD20 Oil Freight Futures
contracts. The BWET Benchmark Portfolio will not include and BWET will not invest in swaps, non-cleared crude oil freight forwards or
other over-the-counter derivative instruments that are not cleared through exchanges or clearing houses. BWET may hold exchange-traded
options on Oil Freight Futures. The BWET Benchmark Portfolio is maintained by Breakwave and will be rebalanced annually. The Oil Freight
Futures currently constituting the BWET Benchmark Portfolio, as well as the daily holdings of BWET will be available on BWETS’s
website at www.tankeretf.com.
When establishing positions in Oil Freight Futures,
BWET will be required to deposit initial margin with a value of approximately 10% to 40% of the notional value of each Oil Freight Futures
position at the time it is established. These margin requirements are established and subject to change from time to time by the relevant
exchanges, clearing houses or BWET’s futures commission merchant (“FCM”). On a daily basis, BWET will be obligated to
pay, or entitled to receive, variation margin in an amount equal to the change in the daily settlement level of its Oil Freight Futures
positions. Any assets not required to be posted as margin with BWET’s FCM will generally be held at BWET’s custodian in cash
or cash equivalents, as discussed below.
BWET will hold cash or cash equivalents such as
U.S. Treasuries or other high credit quality, short-term fixed-income or similar securities for direct investment and for other liquidity
purposes and to meet redemptions that may be necessary on an ongoing basis. BWET may also realize interest income from its holdings in
U.S. Treasuries or other market rate instruments.
The Sponsor
Amplify Investments LLC is the sponsor of the
Trust and the Funds. The Sponsor is a Delaware limited liability company, formed on October 2, 2014. The principal office is located at
3333 Warrenville Road, Suite 350, Lisle, IL 60532. The Sponsor registered as a commodity pool operator (“CPO”) with the Commodity
Futures Trading Commission (“CFTC”) on October 3, 2023, and became a member of the National Futures Association (“NFA”)
on October 25, 2023. The Trust and the Funds operate pursuant to the Trust Agreement. The Sponsor is a wholly-owned subsidiary of Amplify
Holding Company LLC, a limited liability company domiciled and headquartered in Illinois.
Under the Trust Agreement, the Sponsor has exclusive
management and control of all aspects of the Trust’s business. The Trustee has no duty or liability to supervise the performance
of the Sponsor, nor will the Trustee have any liability for the acts or omissions of the Sponsor. The shareholders have no voice in the
day to day management of the business and operations of the Funds and the Trust, other than certain limited voting rights as set forth
in the Trust Agreement. In the course of its management of the business and affairs of the Funds and the Trust, the Sponsor may, in its
sole and absolute discretion, appoint an affiliate or affiliates of the Sponsor as additional sponsors and retain such persons, including
affiliates of the Sponsor, as it deems necessary to effectuate and carry out the purposes, business and objectives of the Trust.
Breakwave Dry Bulk Shipping ETF
During the three months ended March 31, 2025,
dry bulk spot rates increased considerably, with the benchmark Baltic Dry Index adding more than 60% of its value during the period, ending
almost at 1,600 and at the best level in four months.
Although geopolitical turmoil continues to affect
spot freight rates, slower demand for bulk transportation towards the end of the last calendar year weighed on sentiment and thus pushed
rates lower. However, with better-than-expected weather in the northern hemisphere plus some unforeseen delays in certain key ports around
the globe and especially in the West Africa region, rates for the large Capesize vessels increased substantially in March, leading to
a sharp outperformance in the overall dry bulk sector during the period.
During the three months ended March 31, 2025,
iron ore trade volumes to China experienced a decline versus the previous year, as lower overall steel production had a negative impact
on demand for iron ore. In addition, portside inventories of iron ore remain elevated and thus demand for imports was also negatively
affected. The Chinese economy continues to grow at relatively weak rates versus recent years while the domestic real estate market remains
subdued, limited demand for new construction and thus demand for steel products. Iron ore prices remained rangebound to approximately
$100/ton during the period due to the beforementioned demand and high inventory issues. Coal volumes have remained relatively flat versus
last year, while coal prices have declined considerably versus recent past, because of a slower pace in growth from China and India.
The seasonally weak first quarter of the year
offset by global disruptions and delays due to geopolitical conflicts and weather-related issues that have been supportive for spot rates
for dry bulk shipping during the period, led to a volatile three months for dry bulk spot rates.
The dry bulk orderbook continue to increase throughout
the period from relatively low levels as period rates remained elevated, incentivizing owners to place new orders.
41
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of BDRY and its NAV
tracked closely for the three months ended March 31, 2025.
42
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of BDRY and its NAV
tracked closely for the three months ended March 31, 2024.
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of BDRY and its NAV
tracked closely for the nine months ended March 31, 2025.
43
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of BDRY and its NAV
tracked closely for the nine months ended March 31, 2024.
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
44
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
45
The graphs above compare the returns of BDRY with
the benchmark portfolio returns for the three months ended March 31, 2025 and 2024, and the nine months ended March 31, 2025 and 2024.
The difference in the NAV price and the benchmark
value often results in the appearance of a NAV premium or discount to the benchmark. Differences in the benchmark return and the BDRY
net asset value per share are due primarily to the following factors:
● Benchmark
portfolio uses settlement prices of freight futures vs. BDRY closing share price for BDRY,
● Benchmark
portfolio roll methodology assumes rolls that happen evenly at fractions of lots vs. BDRY that transacts at real minimum lot
size available pursuant to market practice (5 lots minimum),
● Benchmark
portfolio assumes rolls that are happening at daily settlement prices vs. BDRY that transacts at prevailing prices during
the day that might or might not be equal to settlement prices,
● Benchmark
portfolio assumes no trading commissions vs. BDRY that pays 10bps of nominal value in commissions per transaction,
● Benchmark
portfolio assumes no clearing fees vs BDRY that pays approximately $12 per lot in clearing fees per transaction,
● Benchmark
portfolio assumes no management fees vs. BDRY fee structure, and
● Creations
and redemptions that lead to transactions in the freight futures market might occur at prices that might be different versus the settlement
prices.
There are no competitors. BDRY is the only Freight
futures ETF globally.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Fund Share Price Performance
During the three months ended March 31, 2025,
the NYSE Arca market value of each Share increased 2.80% from $6.08 per Share, representing the closing price on December 31, 2024, to
$6.25 per Share, representing the closing price on March 31, 2025. The Share price high and low for the three months ended March 31, 2025
and related change from the closing Share price on December 31, 2024 were as follows: Shares traded from a high of $7.14 per share (+17.43%)
on March 12, 2025 to a low of $5.14 per share (-15.46%) on January 23, 2025.
Fund Share Net Asset Performance
For the three months ended March 31, 2025, the
net asset value of each Share increased (+5.00%) from $6.04 per Share to $6.34 per Share. Gains in the futures contracts
in addition to an overall net investment loss resulting in the overall increase in the NAV per Share during the three months ended March
31, 2025.
Net income for the three months ended March 31,
2025, was $5,782,492, resulting from net realized gains on futures contracts of $1,177,137, unrealized gains on futures
contracts of $4,763,435 and the net investment loss of ($158,080).
FOR THE THREE MONTHS ENDED MARCH 31, 2024
Fund Share Price Performance
During the three months ended March 31, 2024, the NYSE Arca market
value of each Share increased (+19.90%) from $11.56 per Share, representing the closing price on December 29, 2023, to $13.86 per Share,
representing the closing price on March 31, 2024. The Share price high and low for the three months ended March 31, 2024 and related change
from the closing Share price on December 31, 2024 were as follows: Shares traded from a high of $16.84 per share (+45.67%) on March 8,
2024 to a low of $9.00 per share (-22.15%) on January 9, 2024.
Fund Share Net Asset Performance
For the three months ended March 31, 2024, the net asset value of each
Share increased (+20.17%) from $11.64 per Share to $13.91 per Share. Gains in the investments and futures contracts more than offset the
net investment loss resulting in the overall increase in the NAV per Share during the three months ended March 31, 2024.
Net income for the three months ended March 31, 2024, was $8,558,136,
resulting from net realized gains on investments and futures contracts of $31,148,394, unrealized losses on futures contracts of ($22,417,090)
and the net investment loss of ($173,168).
46
FOR THE NINE MONTHS ENDED MARCH 31, 2025
Fund Share Price Performance
During the nine months ended March 31, 2025, the
NYSE Arca market value of each Share decreased (-48.94%) from $12.24 per Share, representing the closing price on June 30, 2024, to $6.25
per Share, representing the closing price on March 31, 2025. The Share price high and low for the nine months ended March 31, 2025 and
related change from the closing Share price on June 30, 2024 were as follows: Shares traded from a high of $12.50 per share (+2.12%) on
July 1, 2024 to a low of $5.14 per share (-58.01%) on January 23, 2025.
Fund Share Net Asset Performance
For the nine months ended March 31, 2025, the
net asset value of each Share decreased (-47.69%) from $12.13 per Share to $6.34 per Share. Losses in the futures contracts
in addition to an overall net investment loss resulting in the overall decrease in the NAV per Share during the nine months ended March
31, 2025.
Net loss for the nine months ended March 31, 2025,
was ($9,926,054), resulting from net realized losses on futures contracts of ($12,861,109), unrealized losses on futures
contracts of ($3,249,675) and the net investment loss of ($314,620).
FOR THE NINE MONTHS ENDED MARCH 31, 2024
Fund Share Price Performance
During the nine months ended March 31, 2024, the NYSE Arca market value
of each Share increased (+149.73%) from $5.55 per Share, representing the closing trade on June 30, 2023, to $13.86 per Share, representing
the closing price on March 31, 2024. The Share price high and low for the nine months ended March 31, 2024 and related change from the
closing Share price on June 30, 2023 were as follows: Shares traded from a high of $16.84 per Share (+203.42%) on March 8, 2024 to a low
of $4.50 per Share (-18.92%) on July 19, 2024.
Fund Share Net Asset Performance
For the nine months ended March 31, 2024, the net asset value of each
Share increased (+153.35%) from $5.53 per Share to $13.99 per Share. Gains in the futures contracts more than offset the net investment
loss, resulting in the overall increase in the NAV per Share during the nine months ended March 31, 2024.
Net income for the nine months ended March 31, 2024, was $54,603,987,
resulting from net realized gains on investments and futures contracts of $40,625,989, unrealized gains on futures contracts of $14,553,830
and the net investment loss of ($575,832).
Breakwave Tanker Shipping ETF
During the three months ended March 31, 2025, crude tanker spot rates
experienced low volatility, with average spot rates for Very Large Crude Carriers (VLCC) trading at a tight range for most of the period.
Spot rates increased sharply in the first few days of the year but then remained relatively flat for the rest of the period, although
below the average of last year.
Geopolitical turmoil has greatly affected global
shipping, as the Israel-Hamas conflict and the resulting ship attacks in the Red Sea passage did and may continue to rearrange shipping
routes in the process lengthening the average trip and leading to significant disruptions across all shipping segments. For crude tanker
shipping the impact has been relatively small, as most of the crude shipped in Very Large Crude Carriers (VLCCs) does not use the Suez
Canal. Although the disruption initially had a knock-on effect on crude tanker rates, fundamentally this sub sector of the broader tanker
market has not been affected by the conflict.
China remains the main region of demand growth
for crude oil and, as a result, for crude tanker demand. However, slower oil import growth and weaker domestic demand in China remains
a major concern for tanker rates. The Chinese economy has experienced a deceleration in economic growth, and although import activity
has been relatively stable, during the 2024 oil imports declined. With OPEC+ maintaining its existing production quota throughout the
period, there has been little room for tanker demand growth, and although longer sailing distances associated with Brazilian and US oil
exports have aided overall tanker demand, such an increase has not been sufficient to push spot tanker rates higher. The recent announcement
by OPEC+ to increase oil production starting in May 2025, should lead to an rise in demand for crude tankers.
The crude tanker orderbook for the next few years
remains historically low, with very few new vessel deliveries during the period aiding the overall projected market balance. However,
the orderbook has been steadily increasing during the period from the record low levels of summer 2023.
47
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of BWET and its NAV tracked closely for the three months ended March 31, 2025.
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of BWET and its NAV tracked closely for the three months ended March 31, 2024.
48
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of BWET and its NAV tracked closely for the nine months ended March 31, 2025.
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
The per Share market value of BWET and its NAV tracked closely for the nine months ended March 31, 2024.
49
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
50
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
NEITHER THE PAST PERFORMANCE OF THE FUND
NOR THE PRIOR BENCHMARK PORTFOLIO LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE
PERFORMANCE.
51
The graphs above compare the return of BWET
with the benchmark portfolio returns for the three months ended March 31, 2025 and 2024, and the nine months ended March 31, 2025 and
2024.
The difference in the NAV price and the benchmark
value often results in the appearance of a NAV discount to the benchmark. Differences in the benchmark return and the BWET net asset value
per share are due primarily to the following factors:
●
Benchmark portfolio uses settlement prices of freight futures vs. BWET closing share price for BWET.
●
Benchmark portfolio roll methodology assumes rolls
that happen evenly at fractions of lots vs. BWET that transacts at real minimum lot size available pursuant to market practice (5 lots
minimum).
●
Benchmark portfolio assumes rolls that are happening at daily settlement prices vs. BWET that transacts at prevailing prices during the day that might or might not be equal to settlement prices.
●
Benchmark portfolio assumes no trading commissions vs. BWET that pays $0.04 per ton in commissions per transaction.
●
Benchmark portfolio assumes no clearing fees vs BWET that pays approximately $8 per lot in clearing fees per transaction.
●
Benchmark portfolio assumes no management fees vs. BWET fee structure.
●
Creations and redemptions that lead to transactions in the freight futures market might occur at prices that might be different versus the settlement prices.
There are no competitors. BWET is the only Freight
futures ETF globally.
52
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Fund Share Price Performance
During the three months ended March 31, 2025,
the NYSE Arca market value of each Share increased (+11.12%) from $9.82 per Share, representing the closing price on December 31, 2024,
to $10.91 per Share, representing the closing price on March 31, 2025. The Share price high and low for the three months ended March 31,
2025 and related change from the closing Share price on December 31, 2024 were as follows: Shares traded from a high of $13.17 per Share
(+34.14%) on February 4, 2025 to a low of $9.06 per Share (-7.72%) on January 6, 2025.
Fund Share Net Asset Performance
For the three months ended March 31, 2025 the
net asset value of each Share increased (+10.17%) from $9.88 per Share to $10.89 per Share. Gains in the futures contracts
in addition to an overall net investment loss resulting in the overall increase in the NAV per Share during the three months ended March
31, 2025.
Net income for the three months ended March 31,
2025, was $109,807, resulting from net realized gains on futures contracts of $264, net unrealized gains on futures contracts of $116,890,
and the net investment loss of ($7,347).
FOR THE THREE MONTHS ENDED MARCH 31, 2024
Fund Share Price Performance
During the three months ended March 31, 2024, the NYSE Arca market
value of each Share increased (+15.35%) from $16.15 per Share, representing the closing price on December 31, 2023, to $18.63 per Share,
representing the closing price on March 31, 2024. The Share price high and low for the three months ended March 31, 2024 and related change
from the closing Share price on December 29, 2023 were as follows: Shares traded from a high of $20.98 per Share (+29.91%) on February
16, 2024 to a low of $15.80 per Share (-2.17%) on January 2, 2024.
Fund Share Net Asset Performance
For the three months ended March 31, 2024, the net asset value of each
Share increased (+16.23%) from $16.04 per Share to $18.65 per Share. Gains in the investments and futures contracts more than offset the
net investment loss resulting in the overall increase in the NAV per Share during the three months ended March 31, 2024.
Net income for the three months ended March 31, 2024, was $831,632,
resulting from net realized gains on investments and futures contracts of $861,391, net unrealized losses on investments and futures contracts
of $78,426, and the net investment loss of ($108,185).
FOR THE NINE MONTHS ENDED MARCH 31, 2025
Fund Share Price Performance
During the nine months ended March 31, 2025, the
NYSE Arca market value of each Share decreased (-35.02%) from $16.79 per Share, representing the closing price on June 30, 2024, to $10.91
per Share, representing the closing price on March 31, 2025. The Share price high and low for the nine months ended March 31, 2025 and
related change from the closing Share price on June 30, 2024 were as follows: Shares traded from a high of $16.82 per Share (+0.18%) on
July 22, 2024 to a low of $9.06 per Share (-46.04%) on January 6, 2025.
Fund Share Net Asset Performance
For the nine months ended March 31, 2025 the net
asset value of each Share decreased (-34.77%) from $16.69 per Share to $10.89 per Share. Losses in the futures contracts
in addition to an overall net investment loss resulting in the overall decrease in the NAV per Share during the nine months ended March
31, 2025.
Net loss for the nine months ended March 31, 2025,
was ($996,307), resulting from net realized losses on investments and futures contracts of ($1,021,164), net unrealized gains on futures contracts of $47,920, and the net investment loss of ($23,063).
53
FOR THE NINE MONTHS ENDED MARCH 31, 2024
Fund Share Price Performance
During the nine months ended March 31, 2024, the
NYSE Arca market value of each Share decreased (-10.78%) from $20.88 per Share, representing the closing price on June 30, 2023, to $18.63
per Share, representing the closing price on March 31, 2024. The Share price high and low for the nine months ended March 31, 2024 and
related change from the closing Share price on June 30, 2023 were as follows: Shares traded from a high of $20.98 per Share (0.48%) on
February 16, 2024 to a low of $13.96 per Share (-33.14%) on October 5, 2023.
Fund Share Net Asset Performance
For the nine months ended March 31, 2024, the
net asset value of each Share decreased (-10.49%) from $20.83 per Share to $18.65 per Share. Losses in the investments and futures contracts
and the net investment loss resulted in the overall decrease in the NAV per Share during the nine months ended March 31, 2024.
Net loss for the nine months ended March 31, 2024,
was ($5,813), resulting from net realized gains on investments and futures contracts of $992,069, net unrealized losses on investments
and futures contracts of ($830,771), and the net investment loss of ($167,111).
Calculating NAV
Each Fund’s NAV is calculated by:
●
Taking the current market value of its total assets;
●
Subtracting any liabilities; and
●
Dividing that total by the total number of outstanding shares.
The Administrator calculates the NAV of the Funds
once each NYSE Arca trading day. The NAV for a particular trading day is released after 4:00 p.m. E.T. Regular trading on the NYSE Arca
typically closes at 4:00 p.m. E.T. The Administrator uses the Baltic Exchange settlement price for the Freight Futures and option contracts.
The Administrator calculates or determines the value of all other BDRY and BWET investments using market quotations, if available, or
other information customarily used to determine the fair value of such investments as of the close of the NYSE Arca (normally 4:00 p.m.
E.T.), in accordance with the current Administrative Agency Agreement among U.S. Bancorp Fund Services, the Fund and the Sponsor.
In addition, in order to provide updated information
relating to the Funds for use by investors and market professionals, an updated indicative fund value (“IFV”) is made available
through on-line information services throughout the core trading hours of 9:30 a.m. E.T. to 4:00 p.m. E.T. on each trading day. The IFV
is calculated by using the prior day’s closing NAV per share of each Fund as a base and updating that value throughout the trading
day to reflect changes in the most recently reported trade price for the futures and/or options held by each Fund. Certain Freight Futures
brokers provide real time pricing information to the general public either through their websites or through data vendors such as Bloomberg
or Reuters. The IFV disseminated during NYSE Arca core trading hours should not be viewed as an actual real time update of the NAV, because
the NAV is calculated only once at the end of each trading day based upon the relevant end of day values of each of the Funds’ investments.
The IFV is disseminated on a per share basis every
15 seconds during regular NYSE Arca core trading session hours. The customary trading hours of the Freight Futures trading are 3:00 a.m.
E.T. to 12:00 p.m. E.T. This means that there is a gap in time at the beginning and/or the end of each day during which the Funds’
shares are traded on the NYSE Arca, but real-time trading prices for contracts are not available. During such gaps in time the IFV will
be calculated based on the end of day price of such contracts from the Baltic Exchange’s immediately preceding trading session.
In addition, other investments held by the Funds will be valued by the Administrator, using rates and points received from client-approved
third party vendors (such as Reuters and WM Company) and advisor or broker-dealer quotes. These investments will not be included in the
IFV.
The NYSE Arca disseminates the IFV through the
facilities of CTA/CQ High Speed Lines. In addition, the IFV is published on the NYSE Arca’s website and is available through on-line
information services such as Bloomberg and Reuters.
54
Dissemination of the IFV provides additional information
that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of the
Funds’ shares on the NYSE Arca. Investors and market professionals are able throughout the trading day to compare the market price
of the Funds’ shares and the IFV. If the market price of the Funds’ shares diverges significantly from the IFV, market professionals
will have an incentive to execute arbitrage trades. For example, if the Funds’ shares appear to be trading at a discount compared
to the IFV, a market professional could purchase the Funds’ shares on the NYSE Arca and take the opposite position in Freight Futures.
Such arbitrage trades can tighten the tracking between the market price of the Funds’ shares and the IFV and thus can be beneficial
to all market participants.
Critical Accounting Estimates
Preparation of the combined financial statements
and related disclosures in accordance with U.S. generally accepted accounting principles requires the application of appropriate accounting
rules and guidance, as well as the use of estimates. Each Fund’s application of these policies involves judgments and the use of
estimates. Actual results may differ from the estimates used and such differences could be material. The Funds hold a significant portion
of their assets in futures contracts and money market funds, which are held at fair value.
There were no material estimates, which involve
a significant level of estimation uncertainty and had or are reasonably likely to have had a material impact on the Funds’ financial
condition, used in the preparation of these combined financial statements.
Liquidity and Capital Resources
The Funds do not anticipate making use of borrowings
or other lines of credit to meet their obligations. The Funds meets their liquidity needs in the normal course of business from the proceeds
of the sale of their investments or from the cash, and/or cash equivalents that they hold. The Funds’ liquidity needs include: redeeming
their shares, providing margin deposits for existing Benchmark Component Instruments, the purchase of additional Benchmark Component Instruments,
and paying expenses.
The Funds generate cash primarily from (i) the
sale of Creation Baskets and (ii) interest earned on cash, cash equivalents and its investments in collateralizing Treasury Securities,
if any. Generally, all of the net assets of the Funds are allocated to trading in Benchmark Component Instruments. Most of the assets
of the Funds are held in cash and/or cash equivalents that could or are used as margin or collateral for trading in Benchmark Component
Instruments. The percentage that such assets bear to the total net assets will vary from period to period as the market values of the
Benchmark Component Instruments change. Interest earned on interest-bearing assets of the Funds are paid to the Funds. BDRY earned $409,695
and $372,645, respectively, in interest income during the three months ended March 31, 2025 and 2024 and $883,076 and $1,321,869, respectively,
in interest income during the nine months ended March 31, 2025 and 2024. BWET earned $10,616 and $19,748, respectively, in interest income
during the three months ended March 31, 2025 and 2024 and $55,633 and $33,629, respectively, in interest income during the nine months
ended March 31, 2025 and 2024.
The investments of the Funds in Benchmark Component
Instruments could be subject to periods of illiquidity because of market conditions, regulatory considerations and other reasons. Such
conditions could prevent the Funds from promptly liquidating a position in Benchmark Component Instruments. Commodity exchanges may limit
fluctuations in certain futures contract prices during a single day by regulations referred to as “daily limits.” During a
single day, no futures trades may be executed at prices beyond the daily limit. Once the price of a futures contract has increased or
decreased by an amount equal to the daily limit, positions in such futures contracts can neither be taken nor liquidated unless the traders
are willing to effect trades at or within the limit. Futures contract prices have occasionally moved to the daily limit for several consecutive
days with little or no trading. Such market conditions could prevent the Funds from promptly liquidating their futures positions.
Because the Funds trade futures contracts, their
capital is at risk due to changes in the value of these contracts (market risk) or the inability of counter-parties to perform under the
terms of the contracts (credit risk).
55
Market Risk
Trading in Benchmark Component Instruments such
as futures contracts will involve the Funds entering into contractual commitments to purchase or sell specific amounts of instruments
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 Funds as the Funds intend to close out any open positions prior to the contractual expiration date. As a result, the Funds’
market risk is the risk of loss arising from the decline in value of the contracts. The Funds consider the “fair value” of
derivative instruments to be the unrealized gain or loss on the contracts. The market risk associated with the settlement of contracts
will be limited to the aggregate face amount of the contracts held.
The exposure of the Funds to market risk will
depend on a number of factors including the markets for the specific instrument, the volatility of freight rates, the liquidity of the
instrument-specific market and the relationships among the contracts held by the Funds.
Credit Risk
When the Funds enter into Benchmark Component
Instruments, they 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 Benchmark Component Instruments traded on or cleared by the Baltic Exchange and other futures exchanges
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 nonperformance of one of their members, which should significantly reduce credit risk. There
can be no assurance that any counterparty, clearinghouse, or their financial backers will satisfy their obligations to the Funds.
The Sponsor will attempt to minimize certain of
these market and credit risks by normally:
●
executing and clearing trades with creditworthy counterparties, as determined by the Sponsor;
●
limiting the outstanding amounts due from counterparties of the Funds;
●
not posting margin directly with a counterparty;
●
limiting the amount of margin or premium posted at the FCM; and
●
ensuring that deliverable contracts are not held to such a date when delivery of an underlying asset could be called for.
The Commodity Exchange Act (“CEA”)
requires all FCMs, such as the Funds’ 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 self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.
56
Regulatory Environment
The regulation of futures markets, futures contracts,
and futures exchanges has historically been comprehensive. The CFTC and the exchanges are authorized to take extraordinary actions in
the event of a market emergency including, for example, the retroactive implementation of speculative position limits, increased margin
requirements, the establishment of daily price limits and the suspension of trading.
The regulation of commodity interest transactions
in the United States is an evolving area of law and is subject to ongoing modification by governmental and judicial action. Considerable
regulatory attention has been focused on non-traditional investment pools that are publicly distributed in the United States. There is
a possibility of future regulatory changes within the United States altering, perhaps to a material extent, the nature of an investment
in the Funds, or the ability of the Funds to continue to implement their investment strategies. In addition, various national governments
outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets
and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Funds are impossible to
predict but could be substantial and adverse.
The CFTC possesses exclusive jurisdiction to regulate
the activities of commodity pool operators and commodity trading advisors with respect “commodity interests,” such as futures,
swaps and options, and has adopted regulations with respect to the activities of those persons and/or entities. Under the CEA, a registered
CPO, such as the Sponsor, is required to make annual filings with the CFTC and NFA describing its organization, capital structure, management
and controlling persons. In addition, the CEA authorizes the CFTC to require and review books and records of, and documents prepared by,
registered CPOs. Pursuant to this authority, the CFTC requires CPOs to keep accurate, current and orderly records for each pool that they
operate. The CFTC may suspend the registration of a commodity pool operator (1) if the CFTC finds that the operator’s trading practices
tend to disrupt orderly market conditions, (2) if any controlling person of the operator is subject to an order of the CFTC denying such
person trading privileges on any exchange, and (3) in certain other circumstances. Suspension, restriction or termination of the Sponsor’s
registration as a commodity pool operator would prevent it, until that registration were to be reinstated, from managing the Funds, and
might result in the termination of the Funds if a successor sponsor is not elected pursuant to the Trust Agreement.
The Funds’ investors are afforded prescribed
rights for reparations under the CEA. Investors may also be able to maintain a private right of action for violations of the CEA. The
CFTC has adopted rules implementing the reparation provisions of the CEA, which provide that any person may file a complaint for a reparations
award with the CFTC for violation of the CEA against a floor broker or an FCM, introducing broker, commodity trading advisor, CPO, and
their respective associated persons.
Pursuant to authority in the CEA, the NFA has
been formed and registered with the CFTC as a registered futures association. At the present time, the NFA is the only self-regulatory
organization for commodity interest professionals, other than futures exchanges. The CFTC has delegated to the NFA responsibility for
the registration of CPOs and FCMs and their respective associated persons. The Sponsor is a member of the NFA and, as such, it will be
subject to NFA standards relating to fair trade practices, financial condition and consumer protection. The NFA also arbitrates disputes
between members and their customers and conducts registration and fitness screening of applicants for membership and audits of its existing
members. Neither the Trust nor the Funds are required to become a member of the NFA.
The regulations of the CFTC and the NFA prohibit
any representation by a person registered with the CFTC or by any member of the NFA, that registration with the CFTC, or membership in
the NFA, in any respect indicates that the CFTC or the NFA has approved or endorsed that person or that person’s trading program
or objectives. The registrations and memberships of the parties described in this summary must not be considered as constituting any such
approval or endorsement. Likewise, no futures exchange has given or will give any similar approval or endorsement.
Futures exchanges in the United States are subject
to varying degrees of regulation under the CEA depending on whether such exchange is a designated contract market, exempt board of trade
or electronic trading facility. Clearing organizations are also subject to the CEA and the rules and regulations adopted thereunder as
administered by the CFTC. The CFTC’s function is to implement the CEA’s objectives of preventing price manipulation and excessive
speculation and promoting orderly and efficient commodity interest markets. In addition, the various exchanges and clearing organizations
themselves exercise regulatory and supervisory authority over their member firms.
57
The Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) was enacted in response to the economic crisis of 2008 and 2009 and it significantly
altered the regulatory regime to which the securities and commodities markets are subject. To date, the CFTC has issued proposed or final
versions of almost all of the rules it is required to promulgate under the Dodd-Frank Act. The provisions of the law include the requirement
that position limits be established on a wide range of commodity interests, including agricultural, energy, and metal-based commodity
futures contracts, options on such futures contracts and cleared and uncleared swaps that are economically equivalent to such futures
contracts and options; new registration and recordkeeping requirements for swap market participants; capital and margin requirements for
“swap dealers” and “major swap participants,” as determined by the law and applicable regulations; reporting of
all swaps transactions to swap data repositories; and the mandatory use of clearinghouse mechanisms for sufficiently standardized swap
transactions that were historically entered into in the over-the-counter market, but are now designated as subject to the clearing requirement;
and margin requirements for over-the counter swaps that are not subject to the clearing requirements.
The Dodd-Frank Act was intended to reduce systemic
risks that may have contributed to the 2008/2009 financial crisis. Since the first draft of what became the Dodd-Frank Act, supporters
and opponents have debated the scope of the legislation. As the administrations of the U.S. change, the interpretation and implementation
will change with them. Nevertheless, regulatory reform of any kind may have a significant impact on U.S. regulated entities.
Current rules and regulations under the Dodd-Frank
Act 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 self-regulatory organizations are monitoring the activities of FCMs in a thorough manner.
Regulatory bodies outside the U.S. have also passed
or proposed, or may propose in the future, legislation similar to that proposed by the Dodd-Frank Act or other legislation containing
other restrictions that could adversely impact the liquidity of and increase costs of participating in the commodities markets. For example,
the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation
(EU) No 600/2014) (together “MiFID II”), which has applied since January 3, 2018, governs the provision of investment services
and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment
schemes and derivatives. In particular, MiFID II requires EU Member States to apply position limits to the size of a net position which
a person can hold at any time in commodity derivatives traded on EU trading venues and in “economically equivalent” over-the-counter
(“OTC”) contracts. By way of further example, the European Market Infrastructure Regulation (Regulation (EU) No 648/2012,
as amended) (“EMIR”) introduced certain requirements in respect of OTC derivatives including: (i) the mandatory clearing of
OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of un-cleared OTC derivative
contracts, including the mandatory margining of un-cleared OTC derivative contracts; and (iii) reporting and recordkeeping requirements
in respect of all derivatives contracts. In the event that the requirements under EMIR and MiFID II apply, these are expected to increase
the cost of transacting derivatives.
In addition, considerable regulatory attention
has been focused on non-traditional publicly distributed investment pools such as the Funds. Furthermore, various national governments
have expressed concern regarding the disruptive effects of speculative trading in certain commodity markets and the need to regulate the
derivatives markets in general. The effect of any future regulatory change on the Funds is impossible to predict, but could be substantial
and adverse.
58
Off Balance Sheet Financing
As of March 31, 2025, neither the Trust nor the
Funds have any loan guarantees, credit support or other off-balance sheet arrangements of any kind other than agreements entered into
in the normal course of business, which may include indemnification provisions relating to certain risks service providers undertake in
performing services which are in the best interests of the Funds. While the exposure of the Funds under these indemnification provisions
cannot be estimated, they are not expected to have a material impact on the financial position of the Funds.
Redemption Basket Obligation
Other than as necessary to meet the investment
objective of the Funds and pay the contractual obligations described below, the Funds will require liquidity to redeem Redemption Baskets.
The Funds intend to satisfy this obligation through the transfer of cash of the Funds (generated, if necessary, through the sale of money
market funds invested in Treasury obligations) in an amount proportionate to the number of Shares being redeemed.
Contractual Obligations
The primary contractual obligations of the Funds
will be with the Sponsor and certain other service providers.
Management and CTA Fees
BDRY and BWET each pay the Sponsor a management
fee (the “Sponsor Fee”) in consideration of the Sponsor’s advisory services to the Funds. Additionally, BDRY and BWET
each pay Breakwave a license and service fee (the “CTA Fee”).
BDRY pays the Sponsor Fee, monthly in arrears,
in an amount equal to the greater of 0.15% per year of BDRY’s average daily net assets; or $125,000. BDRY’s Sponsor Fee is
paid in consideration of the Sponsor’s management services to BDRY. BDRY also pays Breakwave the CTA Fee monthly in arrears, for
the use of BDRY’s Benchmark Portfolio in an amount equal to 1.45% per annum of BDRY’s average daily net assets.
Breakwave has agreed to waive its CTA Fee and
the Sponsor has agreed to correspondingly assume the remaining expenses of BDRY so that BDRY’s expenses do not exceed an annual
rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of BDRY’s average daily
net assets (the “BDRY Expense Cap”). The assumption of expenses and waiver of BDRY’s CTA Fee are contractual on the
part of the Sponsor and Breakwave, respectively, through December 31, 2025. If after that date, the Sponsor and/or Breakwave no longer
assumed expenses or waived the CTA Fee, respectively, BDRY could be adversely impacted, including in its ability to achieve its investment
objective.
The assumption of expenses by the Sponsor
for BDRY, pursuant to the BDRY Expense Cap, expenses recouped amounted to $84,434 and $-0- for the three months ended March 31,
2025 and 2024, respectively, and $-0- and $-0- for the nine months ended March 31, 2025 and 2024, respectively, as disclosed in the
Combined Statements of Operations. The waiver of Breakwave’s CTA fees, pursuant to the undertaking, amounted to $-0- and $-0-
for the three months ended March 31, 2025 and 2024, respectively, and $217,687 and $-0- for the nine months ended March 31, 2025 and
2024, respectively, as disclosed in the Combined Statements of Operations. BDRY currently accrues its daily expenses based upon
established individual expense amounts or the BDRY Expense Cap, whichever aggregate amount is less. At the end of each month, the
accrued amount is remitted to the Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative
and other ordinary expenses of the Fund. BDRY’s total expenses, prior to the assumption and waiver of expenses, amounted to
$483,341 and $545,813 for the three months ended March 31, 2025 and 2024, respectively, and $1,330,949 and $1,897,701 for the nine
months ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations.
BWET pays the Sponsor Fee, monthly in arrears,
in an amount equal to the greater of 0.30% per year of BWET’s average daily net assets, or $50,000. BWET’s Sponsor Fee is
paid in consideration of the Sponsor’s management services to BWET. BWET also pays Breakwave the CTA Fee monthly in arrears, for
the use of BWET’s Benchmark Portfolio in an amount equal to 1.45% per annum of BWET’s average daily net assets.
59
Breakwave has agreed to waive its CTA Fee and
the Sponsor has agreed to correspondingly assume the remaining expenses of BWET so that BWET’s expenses do not exceed an annual
rate of 3.50%, excluding brokerage commissions, interest expense, and extraordinary expenses, of the value of BWET’s average daily
net assets (the “BWET Expense Cap”). The assumption of expenses and waiver of BWET’s CTA Fee are contractual on the
part of the Sponsor and Breakwave, respectively, through December 31, 2025. If after that date, the Sponsor and/or Breakwave no longer
assumed expenses or waived the CTA Fee, respectively, BWET could be adversely impacted, including in its ability to achieve its investment
objective.
The assumption of expenses by the Sponsor for
BWET, pursuant to the BWET Expense Cap, amounted to $112,435 and $37,363 for the three months ended March 31, 2025 and 2024, respectively,
and $265,016 and $198,094 for the nine months ended March 31, 2025 and 2024, respectively, as disclosed in the Combined Statements
of Operations. The waiver of Breakwave’s CTA fees, pursuant to the undertaking, amounted to $5,065 and $21,196 for the three months
ended March 31, 2025 and 2024, respectively, and $22,464 and $41,326 for the nine months ended March 31, 2025 and 2024, respectively,
as disclosed in the Combined Statements of Operations. BWET currently accrues its daily expenses based upon established individual expense
category amounts or the BWET Expense Cap, whichever aggregate amount is less. At the end of each month, the accrued amount is remitted
to the Sponsor as the Sponsor is responsible for the payment of the routine operational, administrative and other ordinary expenses of
the Fund. BWET’s total expenses, prior to the assumption and waiver of expenses, amounted to $135,463 and $186,492 for the three
months ended March 31, 2025 and 2024, respectively, and $366,176 and $440,160 for the nine months ended March 31, 2025 and 2024, respectively
as disclosed in the Combined Statements of Operations.
Each Fund’s ongoing fees, costs and expenses
of its operation, not subject to the applicable Expense Cap include brokerage and other fees and commissions incurred in connection with
the trading activities of the Fund, and extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation
costs and any indemnification related thereto). Expenses subject to an Expense Cap include (i) expenses incurred in connection with registering
additional Shares of a Fund or offering Shares of a Fund; (ii) the routine expenses associated with the preparation and, if required,
the printing and mailing of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities,
Trust meetings and preparing, printing and mailing proxy statements to Shareholders; (iii) the routine services of the Trustee, legal
counsel and independent accountants; (iv) routine accounting, bookkeeping, custodial and transfer agency services, whether performed by
an outside service provider or by affiliates of the Sponsor; (v) postage and insurance; (vi) costs and expenses associated with client
relations and services; (vii) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income,
assets or operations of a Fund.
60
While the Sponsor has agreed to pay registration
fees to the SEC and any other regulatory agency in connection with the initial offering and sale of the Shares offered through each Fund’s
prospectus, and the legal, printing, accounting and other expenses associated with such registration, each Funds will be responsible for
any registration fees and related expenses incurred in connection with any future offer and sale of Shares of the Fund in excess of those
offered through its initial prospectus.
Any general expenses of the Trust will be allocated
among the Funds and any other future series of the Trust as determined by the Sponsor in its sole and absolute discretion. The Trust is
also responsible for extraordinary expenses, including, but not limited to, legal claims and liabilities and litigation costs and any
indemnification related thereto. The Trust and/or the Sponsor may be required to indemnify the Trustee, Distributor or Administrator under
certain circumstances.
The parties cannot anticipate the amount of payments
that will be required under these arrangements for future periods as the NAV and trading levels to meet investment objectives for the
Funds will not be known until a future date. These agreements are effective for a specific term agreed upon by the parties with an option
to renew, or, in some cases, are in effect for the duration of a Fund’s existence. The parties may terminate these agreements earlier
for certain reasons listed in the agreements.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
Not applicable to Smaller Reporting Companies.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Trust and each of BRDY and BWET maintain disclosure
controls and procedures that are designed to ensure that material information required to be disclosed in the Trust’s periodic reports
filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time
period specified in the SEC’s rules and forms.
The duly appointed officers of the Sponsor, including
its principal executive officer and principal financial officer, have evaluated the effectiveness of the Trust’s , BRDY’s
and BWET’s controls and procedures and have concluded that the disclosure controls and procedures of the Trust and each of BRDY
and BWET have been effective as of the end of the period covered by this quarterly report on Form 10-Q.
Change in Internal Control Over Financial Reporting
There were no changes in the Trust’s, BRDY’s
or BWET’s internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Trust’s , BRDY’s or BWET’s internal control over financial reporting.
The Trust confirms that
the certifications of the principal executive officer and principal financial officer filed with this quarterly report on Form 10-Q are
applicable to the Trust and each of BRDY and BWET.
61
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
Although the Funds may, from time to time, be
involved in litigation arising out of their operations in the normal course of business or otherwise, the Funds are currently not a party
to any pending legal proceedings.
Item 1A. Risk Factors
Not applicable to Smaller Reporting Companies.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
(a)
None
(b)
The original registration statement on Form S-1
registering 10,000,000 common units, or “Shares,” of the Breakwave Dry Bulk Shipping ETF (File No. 333-218453) was declared
effective on March 9, 2018. On March 31, 2025, 9,800,040 shares of the Fund were outstanding for a market capitalization of $61,250,250.
The offering proceeds were invested in futures contracts, or cash and cash equivalents in accordance with the Fund’s investment
objective stated in the prospectus.
The registration statement on Form S-1 registering
an indeterminate amount of common units of beneficial interest, or “Shares,” of the Breakwave Tanker Shipping ETF (File No.
333-266945) was declared effective on April 28, 2023. On March 31, 2025, 125,100 Shares of the Fund were outstanding for a market capitalization
of $1,364,841. The offering proceeds were invested in futures contracts, or cash and cash equivalents in accordance with the Fund’s
investment objective stated in the prospectus.
BDRY does not purchase shares directly from its
shareholders. In connection with redemptions of baskets held by an Authorized Participant, BDRY redeemed 13 baskets (each comprising 25,000
shares) during the three months ended March 31, 2025 at an average price per share of $6.43. The following table provides information
about BDRY’s redemptions by Authorized Participants during the three months ended March 31, 2025:
Calendar Month
Number of
Shares
Redeemed
Average
Price
Paid per
Share
January 2025
-
$ -
February 2025
100,000
6.14
March 2025
225,000
6.57
Total
325,000
$ 6.43
BWET does not purchase shares directly from its
shareholders. In connection with redemptions of baskets held by an Authorized Participant, BWET redeemed 1 basket (each comprising 25,000
shares) during the three months ended March 31, 2025 at an average price per share of $10.68. The following table provides information
about BWET’s redemptions by Authorized Participants during the three months ended December 31, 2024:
Calendar Month
Number of
Shares
Redeemed
Average
Price
Paid per
Share
January 2025
25,000
$ 10.68
February 2025
-
-
March 2025
-
-
Total
25,000
$ 10.68
62
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
(a)
None.
(b)
Not Applicable.
(c) None of the Sponsor’s officers have adopted , modified or terminated plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the Trust or the Funds for the three months ended December 31, 2024.
(d)
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). This change is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, allowing financial statement users to better understand the components of a segment’s profit or loss and assess potential future cash flows for each reportable segment and the entity as a whole. The amendments expand a public entity’s segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), clarifying when an entity may report one or more additional measures to assess segment performance, requiring enhanced interim disclosures and providing new disclosure requirements for entities with a single reportable segment, among other new disclosure requirements. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. Management has evaluated the impact of adopting this guidance with respect to the financial statements and disclosures and determined there is no impact for the Funds.
Item 6. Exhibits
The following exhibits are filed as part of this
report as required under Item 601 of Regulation S-K:
31.1
Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (1)
31.2
Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (1)
32.1
Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.2
Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
(1)
Filed Herewith.
63
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.
Amplify Commodity Trust (Registrant)
By:
Amplify Investments LLC
its Sponsor
By:
/s/ Christian Magoon
Name:
Christian Magoon
Title:
Principal Executive Officer
By:
/s/ Bradley H. Bailey
Name:
Bradley H. Bailey
Title:
Principal Financial Officer
Date: May 15, 2025
64
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.