Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplemental Data.
AMPLIFY COMMODITY TRUST
Combined Statements of Assets and Liabilities
June 30, 2025
BREAKWAVE
BREAKWAVE
DRY BULK
SHIPPING
TANKER
SHIPPING
ETF
ETF
COMBINED
Assets
Investment in securities, at fair value (cost $ 44,760,073 and $ 544,616 , respectively)
$ 44,760,073
$ 544,616
$ 45,304,689
Segregated cash held by broker*
22,114,350
949,850
23,064,200
Due from Sponsor
-
25,661
25,661
Interest receivable
178,751
3,551
182,302
Total assets
67,053,174
1,523,678
68,576,852
Liabilities
Due to Sponsor
136,622
-
136,622
Unrealized depreciation on futures contracts
861,490
60,903
922,393
Other accrued expenses
238,798
132,780
371,578
Total liabilities
1,236,910
193,683
1,430,593
Net Assets
$ 65,816,264
$ 1,329,995
$ 67,146,259
Net Assets Consist Of:
Paid-in Capital
$ 40,876,890
$ 1,509,928
$ 42,386,818
Total Distributable Earnings (Accumulated Deficit)
24,939,374
( 179,933 )
24,759,441
Net Assets
$ 65,816,264
$ 1,329,995
$ 67,146,259
Shares outstanding (unlimited authorized)
11,700,040
125,100
Net asset value per share
$ 5.63
$ 10.63
Market value per share
$ 5.55
$ 10.64
* Required margin held as collateral for open futures contracts
$ 14,101,115
$ 337,840
See accompanying notes to combined financial statements.
44
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.
45
AMPLIFY COMMODITY TRUST
Combined Schedules of Investments
June 30, 2025
BREAKWAVE
BREAKWAVE
DRY BULK SHIPPING
ETF
TANKER SHIPPING
ETF
COMBINED
MONEY MARKET FUNDS – 68.0 % and 40.9 %, respectively
Invesco Government & Agency Portfolio - Institutional Class, 4.30 % (a) ( 44,760,073 and 544,616 shares, respectively)
$ 44,760,073
$ 544,616
$ 45,304,689
TOTAL MONEY MARKET FUNDS (Cost $ 44,760,073 and $ 544,616 , respectively)
44,760,073
544,616
45,304,689
Total Investments (Cost $ 44,760,073 and $ 544,616 , respectively) – 68.0 % and 40.9 %, respectively
44,760,073
544,616
45,304,689
Other Assets in Excess of Liabilities – 32.0 % and 59.1 %, respectively (b)
21,056,191
785,379
21,841,570
TOTAL NET ASSETS - 100.0 % and 100.0 %, respectively
$ 65,816,264
$ 1,329,995
$ 67,146,259
(a) Annualized seven-day yield as of June 30, 2025.
(b) $22,114,350 and $949,850, respectively, of cash is pledged as collateral for futures contracts.
BREAKWAVE DRY BULK SHIPPING ETF Unrealized
Futures Contracts Appreciation/ Notional Percentage of
June 30, 2025 (Depreciation) Value Capital
Baltic Exchange Capesize T/C Average Shipping Route Index Expiring July 31, 2025 (Underlying Face Amount at Market Value - $ 10,116,540 ) ( 620 contracts) $ ( 1,559,960 ) $ 10,116,540 15 %
Baltic Exchange Capesize T/C Average Shipping Route Index Expiring August 31, 2025 (Underlying Face Amount at Market Value - $ 10,442,040 ) ( 620 contracts) ( 1,234,460 ) 10,442,040 16 %
Baltic Exchange Capesize T/C Average Shipping Route Index Expiring September 30, 2025 (Underlying Face Amount at Market Value - $ 11,890,980 ) ( 620 contracts) 214,480 11,890,980 18 %
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring July 31, 2025 (Underlying Face Amount at Market Value - $ 9,051,420 ) ( 805 contracts) 718,670 9,051,420 14 %
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring August 31, 2025 (Underlying Face Amount at Market Value - $ 8,625,575 ) ( 805 contracts) 293,325 8,625,575 13 %
Baltic Exchange Panamax T/C Average Shipping Route Index Expiring September 30, 2025 (Underlying Face Amount at Market Value - $ 8,642,480 ) ( 805 contracts) 309,230 8,642,480 13 %
Baltic Exchange Supramax T/C Average Shipping Route Expiring July 31, 2025 (Underlying Face Amount at Market Value - $ 2,245,000 ) ( 200 contracts) 99,875 2,245,000 3 %
Baltic Exchange Supramax T/C Average Shipping Route Expiring August 31, 2025 (Underlying Face Amount at Market Value - $ 2,277,600 ) ( 200 contracts) 132,475 2,277,600 3 %
Baltic Exchange Supramax T/C Average Shipping Route Expiring September 30, 2025 (Underlying Face Amount at Market Value - $ 2,310,000 ) ( 200 contracts) 164,875 2,310,000 4 %
$ ( 861,490 ) $ 65,601,635 100 %
BREAKWAVE TANKER SHIPPING ETF Unrealized
Futures Contracts Appreciation/ Notional Percentage of
June 30, 2025 (Depreciation) Value Capital
Baltic Freight Route West Africa to Continent Expiring July 31, 2025 (Underlying Face Amount at Market Value - $ 70,680 ) ( 5 contracts) $ ( 636 ) $ 70,680 5 %
Baltic Freight Route West Africa to Continent Expiring August 31, 2025 (Underlying Face Amount at Market Value - $ 63,255 ) ( 5 contracts) ( 2,118 ) 63,255 5 %
Baltic Freight Route Middle East Gulf to China Expiring July 31, 2025 (Underlying Face Amount at Market Value - $ 379,680 ) ( 35 contracts) ( 34,456 ) 379,680 29 %
Baltic Freight Route Middle East Gulf to China Expiring August 31, 2025 (Underlying Face Amount at Market Value - $ 385,980 ) ( 35 contracts) ( 28,157 ) 385,980 29 %
Baltic Freight Route Middle East Gulf to China Expiring September 30, 2025 (Underlying Face Amount at Market Value - $ 418,600 ) ( 35 contracts) 4,464 418,600 32 %
$ ( 60,903 ) $ 1,318,195 100 %
See accompanying notes to combined financial statements.
46
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.
47
AMPLIFY COMMODITY TRUST
Combined Statements of Operations
Year Ended June 30, 2025
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 1,403,394
$ 66,831
$ 1,470,225
Expenses
Sponsor fee
125,002
50,001
175,003
CTA fee
589,680
27,481
617,161
Audit fees
51,130
50,758
101,888
Tax preparation fees
169,075
41,396
210,471
Admin/accounting/custodian/transfer agent fees
63,163
63,276
126,439
Legal fees
84,541
79,951
164,492
Chief Compliance Officer fees
24,904
24,904
49,808
Principal Financial Officer fees
24,904
24,904
49,808
Regulatory reporting fees
25,002
25,002
50,004
Brokerage commission fees
457,339
30,320
487,659
Distribution fees
6,145
513
6,658
NJ filing fees
106,265
3,650
109,915
Insurance fees
6,384
6,286
12,670
Listing and calculation agent fees
7,510
7,510
15,020
Marketing fees
14,965
14,965
29,930
Trustee fees
2,555
2,555
5,110
Printing and postage fees
19,065
14,471
33,536
Wholesale support fees
73,621
17,808
91,429
Miscellaneous fees
447
248
695
Total Expenses
1,851,697
485,999
2,337,696
Less: Waiver of CTA fee
( 217,687 )
( 27,481 )
( 245,168 )
Less: Expenses reimbursed to/(absorbed by) Sponsor
242,025
( 361,863 )
( 119,838 )
Net Expenses
1,876,035
96,655
1,972,690
Net Investment Loss
( 472,641 )
( 29,824 )
( 502,465 )
Net Realized and Unrealized Gain (Loss) on Investment Activity
Net Realized Gain (Loss) on
Futures contracts
( 15,925,057 )
( 1,053,410 )
( 16,978,467 )
Change in Unrealized Gain (Loss) on
Futures contracts
( 72,815 )
54,977
( 17,838 )
Net realized and unrealized gain (loss)
( 15,997,872 )
( 998,433 )
( 16,996,305 )
Net Loss
$ ( 16,470,513 )
$ ( 1,028,257 )
$ ( 17,498,770 )
See accompanying notes to combined financial statements.
48
AMPLIFY COMMODITY TRUST
Combined Statements of Operations
Year Ended June 30, 2024
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Investment Income
Interest
$ 1,816,833
$ 42,508
$ 1,859,341
Expenses
Sponsor fee
125,001
50,001
175,002
CTA fee
822,362
52,076
874,438
Audit fees
83,992
51,880
135,872
Tax preparation fees
313,244
11,252
324,496
Admin/accounting/custodian/transfer agent fees
56,653
52,250
108,903
Legal fees
80,314
75,906
156,220
Chief Compliance Officer fees
24,978
24,978
49,956
Principal Financial Officer fees
24,978
24,978
49,956
Regulatory reporting fees
24,978
24,978
49,956
Brokerage commissions
584,320
121,822
706,142
Distribution fees
15,193
11,339
26,532
NJ Filing fees
98,381
3,128
101,509
Insurance expense
12,503
11,503
24,006
Listing and calculation agent fees
7,191
6,252
13,443
Marketing expenses
15,012
15,004
30,016
Trustee fees
2,508
2,508
5,016
Printing and postage
54,307
14,300
68,607
Wholesale support fees
93,035
20,391
113,426
Miscellaneous expenses
3,683
2,510
6,193
Total Expenses
2,442,633
577,056
3,019,689
Less: Waiver of CTA fee
( 23,879 )
( 52,076 )
( 75,955 )
Less: Expenses absorbed by Sponsor
-
( 277,458 )
( 277,458 )
Net Expenses
2,418,754
247,522
2,666,276
Net Investment Loss
( 601,921 )
( 205,014 )
( 806,935 )
Net Realized and Unrealized Gain (Loss) on Investment Activity
Net Realized Gain (Loss) on
Investments and futures contracts
34,476,191
827,253
35,303,444
Change in Unrealized Gain (Loss) on
Investments and futures contracts
12,895,930
( 941,167 )
11,954,763
Net realized and unrealized gain (loss)
47,372,121
( 113,914 )
47,258,207
Net Income
$ 46,770,200
$ ( 318,928 )
$ 46,451,272
See accompanying notes to combined financial statements.
49
AMPLIFY COMMODITY TRUST
Combined Statements of Changes in Net Assets
Year Ended June 30, 2025
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 10,500,000 and 100,000 shares, respectively
61,471,098
1,501,605
62,972,703
Redemption of 2,025,000 and 100,000 shares, respectively
( 18,297,475 )
( 1,231,170 )
( 19,528,645 )
Net increase (decrease) in Net Assets from share transactions
43,173,623
270,435
43,444,058
Increase (decrease) in Net Assets from operations
Net investment income (loss)
( 472,641 )
( 29,824 )
( 502,465 )
Net realized gain (loss)
( 15,925,057 )
( 1,053,410 )
( 16,978,467 )
Change in net unrealized gain (loss)
( 72,815 )
54,977
( 17,838 )
Net Increase (decrease ) in Net Assets from operations
( 16,470,513 )
( 1,028,257 )
( 17,498,770 )
Net Assets at End of Period
$ 65,816,264
$ 1,329,995
$ 67,146,259
See accompanying notes to combined financial statements.
50
AMPLIFY COMMODITY TRUST
Statements of Changes in Net Assets
Year Ended June 30, 2024
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 4,700,000 and 775,000 shares, respectively
38,500,878
13,460,368
51,961,246
Redemption of 12,550,000 and 850,000 shares, respectively
( 107,351,823 )
( 15,222,375 )
( 122,574,198 )
Net Increase (decrease) in Net Assets from share transactions
( 68,850,945 )
( 1,762,007 )
( 70,612,952 )
Increase (decrease) in Net Assets from operations
Net investment income (loss)
( 601,921 )
( 205,014 )
( 806,935 )
Net realized gain (loss)
34,476,191
827,253
35,303,444
Change in net unrealized gain (loss)
12,895,930
( 941,167 )
11,954,763
Net Increase (decrease) in Net Assets from operations
46,770,200
( 318,928 )
46,451,272
Net Assets at End of Period
$ 39,113,154
$ 2,087,817
$ 41,200,971
See accompanying notes to combined financial statements.
51
AMPLIFY COMMODITY TRUST
Combined Statements of Cash Flows
Year Ended June 30, 2024
BREAKWAVE
DRY BULK
BREAKWAVE
TANKER
SHIPPING
ETF
SHIPPING
ETF
COMBINED
Cash flows provided by (used in) operating activities
Net income (loss)
$ 46,770,200
$ ( 318,928 )
$ 46,451,272
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net realized loss (gain) on investments
( 34,476,191 )
( 827,253 )
( 35,303,444 )
Change in net unrealized loss (gain) on futures
( 12,895,930 )
941,167
( 11,954,763 )
Change in operating assets and liabilities:
Sale (Purchase) of investments, net
78,615,786
( 668,786 )
77,947,000
Decrease (increase) in interest receivable
26,268
( 2,503 )
23,765
Decrease (increase) in due from sponsor
-
( 22,674 )
( 22,674 )
Increase in receivable on open futures contracts
-
825,287
825,287
Increase in payable on open futures contracts
( 12,881,070 )
115,880
( 12,765,190 )
Increase (decrease) in due to sponsor
( 119,851 )
( 8,776 )
( 128,627 )
Increase (decrease) in other accrued expenses
227,609
92,516
320,125
Net cash (used in) operating activities
65,266,821
125,930
65,392,751
Cash flows from financing activities
Proceeds from sale of shares
38,500,878
13,460,368
51,961,246
Paid on redemption of shares
( 107,351,823 )
( 15,222,375 )
( 122,574,198 )
Net cash provided by (used in) financing activities
( 68,850,945 )
( 1,762,007 )
( 70,612,952 )
Net increase (decrease) in cash and restricted cash
( 3,584,124 )
( 1,636,077 )
( 5,220,201 )
Cash and restricted cash, beginning of period
35,323,736
2,879,954
38,203,690
Cash and restricted cash, end of period
$ 31,739,612
$ 1,243,877
$ 32,983,489
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
31,739,612
1,243,877
32,983,489
Total cash and restricted cash as shown on the statement of cash flows
$ 31,739,612
$ 1,243,877
$ 32,983,489
See accompanying notes to combined financial statements.
52
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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.
53
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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)
54
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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.
Effective for the year ended June 30, 2025, the Trust
has elected to discontinue the presentation of the Statement of Cash Flows. This change is in accordance with the guidance under FASB
ASC 230, which exempts certain investment companies from presenting a Statement of Cash flows when specific criteria are met. The Trust
noted that as of and for the year ended June 30, 2025, these criteria were met where substantially all investments were highly liquid
in Level 1 or Level 2 of the fair value hierarchy as shown in Note 2, all investments are carried at fair value, the Trust carried no
debt, and the combined statements of changes in net assets is presented.
(2) Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying combined financial statements
of the Funds have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”).Each Fund qualifies
as an investment company for financial reporting purposes under Topic 946 of the Accounting Standard Codification of U.S. GAAP.
55
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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 years ended June 30, 2025 and 2024 was at 4:00 p.m. Eastern Time on
June 30, 2025 and June 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 years ended June 30, 2025 and 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
combined financial statements differ from those used in the calculations of the Fund’s final creation/redemption NAVs at June 30,
2025 and June 28, 2024, respectively.
(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.
56
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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 June 30, 2025 and 2024 using the fair value hierarchy:
June 30, 2025
Short-Term
Investments (a)
Futures
Contracts (b)
Total
Level I – Quoted Prices
$ 44,760,073
$ ( 861,490 )
$ 43,898,583
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
$ 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 years ended June 30, 2025 and 2024, BDRY recognized no transfers from Level I, Level II or Level
III.
57
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(2) Summary of Significant Accounting Policies
- Continued
(g) Financial Instruments and Fair Value -
Continued
The following tables summarize BWET’s valuation
of investments at June 30, 2025 and 2024 using the fair value hierarchy:
June 30, 2025
Short-Term
Investments (a)
Futures
Contracts (b)
Total
Level I – Quoted Prices
$ 544,616
$ ( 60,903 )
$ 483,713
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 years ended June 30, 2025 and 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 June 30, 2025 and 2024. 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.
(j) New Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, “Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which improves reportable segment disclosure requirements,
primarily through enhanced disclosures about significant segment expenses. The Funds operate as single segment entities. The Funds’
income, expenses, assets, and performance are regularly monitored and assessed by the Advisor, who serves as the chief operating decision
maker, using the information presented in the financial statements and financial highlights.
58
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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 June 30, 2025
and 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.
59
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(3) Investments - Continued
(c) Futures Contracts - Continued
Average Derivative Volume, for the year ended June
30, 2025
Fund
Monthly
Average
Quantity
Monthly
Average
Notional
Value
Breakwave Dry Bulk Shipping ETF
1,233
$ 16,859,719
Breakwave Tanker Shipping ETF
52
$ 710,033
Amplify Commodity Trust (combined)
1,285
$ 17,569,752
Average Derivative Volume, for the year 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 June
30, 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 $ 1,932,930 Unrealized depreciation on futures contracts $ 2,794,420 $ 861,490
(a) Represents cumulative depreciation 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 payable on open futures contracts and depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
60
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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 Year Ended June 30, 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 $ ( 15,925,057 ) $ ( 72,815 )
The futures contracts open at June 30, 2025 are indicative of the activity
for the year ended June 30, 2025.
BREAKWAVE DRY BULK SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Year Ended June 30, 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 $ 34,476,191 $ 12,895,930
The futures contracts open at June 30, 2024 are
indicative of the activity for the year ended June 30, 2024.
61
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(3) Investments - Continued
(c) Futures Contracts - Continued
BREAKWAVE TANKER SHIPPING ETF
Fair Value of Derivative Instruments, as of June
30, 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 $ 4,464 Unrealized depreciation on futures contracts $ 65,367 $ 60,903
(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 Receivable on open futures contracts and unrealized appreciation on futures contracts $ -
Payable on open futures contracts and unrealized depreciation on futures contracts $ 115,880 $ 115,880
(a)
Represents cumulative payable on open futures contracts and depreciation of futures contracts as reported in the Combined Statements of Assets and Liabilities.
62
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(3) Investments - Continued
(c) Futures Contracts - Continued
BREAKWAVE TANKER SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Year Ended June 30, 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 $ ( 1,053,410 ) $ 54,977
The futures contracts open at June 30, 2025 are indicative of the activity
for the year ended June 30, 2025.
BREAKWAVE TANKER SHIPPING ETF
The Effect of Derivative Instruments on the Combined
Statements of Operations
For the Year Ended June 30, 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 $ 827,253 $ ( 941,167 )
The futures contracts open at June 30, 2024 are indicative of the activity
for the year ended June 30, 2024.
63
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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 $ 217,687 and $ 23,879 , for the years ended June 30, 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 June
30, 2025, BDRY is subject to potential future repayments of $ 0 to Breakwave.
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 $ 27,481 and $ 52,076 for the years ended June 30, 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 June 30, 2025, BWET is subject
to potential future repayments of $ 803,901 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 $ 389,344 , 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 reimbursed by Sponsor
of $ 242,025 and $- for the years ended June 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations.
In the case of BWET, expenses absorbed by the
Sponsor aggregated $ 361,863 and $ 277,458 for the years ended June 30, 2025 and 2024, 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”).
64
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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 $ 63,163 and $ 56,653 for the years
ended June 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. BWET paid U.S. Bank $ 63,276 and $ 52,250
for the years ended June 30, 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 $ 6,145 and $ 15,193 in distribution
and related administrative services for the years ended June 30, 2025 and 2024, respectively, as disclosed in the Combined Statements
of Operations. BWET incurred $ 513 and $ 11,339 in distribution and related administrative services for the years ended June 30, 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 $ 73,621 and $ 93,035 in wholesale
support fees for the years ended June 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. BWET incurred
$ 17,808 and $ 20,391 in wholesale support fees for the years ended June 30, 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 $ 457,339 and $ 584,320 in brokerage commissions
and fees for the years ended June 30, 2025 and 2024, respectively, as disclosed in the Combined Statements of Operations. BWET incurred
$ 30,320 and $ 121,822 in brokerage commissions and fees for the years ended June 30, 2025 and 2024, respectively, as disclosed in the Combined
Statement of Operations.
65
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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
$ 2,555 and $ 2,508 in trustee fees for the years ended June 30, 2025 and 2024, respectively, which is included in Trustees Fees in the
Combined Statements of Operations. BWET incurred $ 2,555 and $ 2,508 in trustee fees for the years ended June 30, 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 $ 1,634,010 and $ 2,418,754 for the years ended June 30, 2025 and 2024, respectively, in routine
offering, operational, administrative or other ordinary expenses.
The CTA fee waiver for BDRY by Breakwave was $ 217,687
and $ 23,879 for the years ended June 30, 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 reimbursed of $ 242,025
and $- for the years ended June 30, 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 $ 458,518 and $ 524,980 for the years ended June 30, 2025 and 2024, respectively, in routine
offering, operational, administrative or other ordinary expenses.
The CTA fee waiver for BWET by Breakwave was $ 27,481
and $ 52,076 for the years ended June 30, 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 $ 361,863 and $ 277,458 for the
years ended June 30, 2025 and 2024, respectively.
66
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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 years ended June 30, 2025 and 2024, respectively, BDRY did not incur such expenses.
For the years ended June 30, 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. At Fund formation, BDRY
Creation Baskets consisted of 50,000 Shares and BWET consisted of 25,000 shares. BDRY Creation Basket size was subsequently changed to
25,000 units. 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.
67
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(5) Creations and Redemptions - Continued
(b) Share Transactions
BREAKWAVE DRY BULK SHIPPING ETF
Summary of Share Transactions for the Year Ended
June 30, 2025
Shares
Net Assets
Increase
Shares Sold
10,500,000
$ 61,471,098
Shares Redeemed
( 2,025,000 )
( 18,297,475 )
Net Increase
8,475,000
$ 43,173,623
BREAKWAVE DRY BULK SHIPPING ETF
Summary of Share Transactions for the Year Ended
June 30, 2024
Shares
Net Assets
Decrease
Shares Sold
4,700,000
$ 38,500,878
Shares Redeemed
( 12,550,000 )
( 107,351,823 )
Net Decrease
( 7,850,000 )
$ ( 68,850,945 )
BREAKWAVE TANKER SHIPPING ETF
Summary of Share Transactions for the Year Ended
June 30, 2025
Shares
Net Assets
Increase
Shares Sold
100,000
$ 1,501,605
Shares Redeemed
( 100,000 )
( 1,231,170 )
Net Increase
-
$ 270,435
BREAKWAVE TANKER SHIPPING ETF
Summary of Share Transactions for the Year Ended
June 30, 2024
Shares
Net Assets
Increase
Shares Sold
775,000
$ 13,460,368
Shares Redeemed
( 850,000 )
( 15,222,375 )
Net Increase
( 75,000 )
$ ( 1,762,007 )
68
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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.
69
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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.
(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.
70
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(6) Risk - Continued
(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 June 30, 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.
71
Amplify Commodity Trust
Notes to Combined Financial Statements
June 30, 2025 and 2024
(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 years ended June 30,
2025 and 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.
BREAKWAVE DRY BULK
BREAKWAVE TANKER
SHIPPING ETF
SHIPPING ETF
For the Year Ended
June 30,
For the Year Ended
June 30,
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*
( 0.08 )
( 0.08 )
( 0.20 )
( 1.03 )
Net realized and unrealized gain (loss)
( 6.42 )
6.68
( 5.86 )
( 3.11 )
Net Income (Loss)
( 6.50 )
6.60
( 6.06 )
( 4.14 )
Net Asset Value per Share, end of period
$ 5.63
$ 12.13
$ 10.63
$ 16.69
Market Value per Share, end of period
$ 5.55
$ 12.24
$ 10.64
$ 16.79
Ratios to Average Net Assets**
Expense Ratio
4.61 %
4.31 %
5.10 %
16.07 %
Expense Ratio**** before Waiver/Assumption
4.55 %
4.26 %
25.64 %
6.89 %
Net Investment Loss after waiver
( 1.16 )%
( 1.10 )%
( 1.57 )%
( 5.71 )%
Total Return, at Net Asset Value***
( 53.62 )%
119.61 %
( 36.30 )%
( 19.89 )%
Total Return, at Market Value***
( 54.66 )%
120.54 %
( 36.60 )%
( 19.59 )%
* 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
(11) Subsequent Events
In preparing these annual financial statements, the
Fund has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued.
This evaluation did not result in any subsequent events that necessitated disclosures and/or adjustments to the financial statements.
72
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and Sponsor of
Amplify Commodity Trust
Opinion on the Financial Statements
We have audited the accompanying combined statements of assets and
liabilities, including the combined schedules of investments, of Breakwave Dry Bulk Shipping ETF and Breakwave Tanker Shipping ETF (“the
Funds”), each a series of Amplify Commodity Trust, as of June 30, 2025, the related combined statements of operations and changes
in net assets, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Funds as of June 30, 2025, the results of their operations,
and changes in net assets for the year then ended, in conformity with accounting principles generally accepted in the United States of
America.
The Funds’ financial statements for the years ended June 30,
2024, and prior, were audited by other auditors whose report dated September 27, 2024, expressed an unqualified opinion on those financial
statements.
Basis for Opinion
These financial statements are the responsibility
of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement whether due to error or fraud. The Funds are not required to have, nor were we engaged to
perform, an audit of their internal controls over financial reporting. As part of our audits, we are required to obtain an understanding
of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Funds’
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned as of June 30, 2025, by correspondence with the custodian and brokers. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period
audit of the financial statements that were communicated or required to be communicated to management and that: (1) relate to accounts
or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgements.
We determined that there are no critical audit matters.
We have served as the auditor of one or more investment companies advised
by Amplify Investments, LLC since 2015.
/s/ Cohen & Company, Ltd.
COHEN & COMPANY, LTD.
Cleveland, Ohio
September 26, 2025
PCAOB ID : 925
73
Report of Independent Registered Public Accounting
Firm
To the Sponsor and Shareholders of
Amplify Commodity Trust
Opinion on the financial statements
We have audited the following:
● The accompanying combined statements of assets and liabilities of Breakwave Dry Bulk Shipping ETF (“BDRY”) and Breakwave
Tanker Shipping ETF(“BWET”) (collectively the “Funds”), (each a series of Amplify Commodity Trust (the “Trust”),
including the combined schedules of investments of the Funds and the combined schedules of the Trust, as of June 30, 2024 and 2023, the
related combined statements of operations, changes in net assets and cash flows of the Trust for the years then ended, and the related
notes;
● the accompanying combined statements of operations, changes in net assets and cash flows of the Funds, and the combined schedules
of the Trust, for the year ended June 30, 2024
● the accompanying statements of operations, changes in net assets and cash flows of BDRY for the year ended June 30, 2023 and the accompanying
statements of operations, changes in net assets and cash flows of BWET for the period from May 3, 2023 (commencement of operations) to
June 30, 2023
● the accompanying combined statements of operations, changes in net assets and cash flows of the Trust for the year ended June 30,
2023
● The above are collectively referred to as the “financial statements.”
● The related notes to the financial statements
In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Funds and the Trust as of June 30, 2024 and June 30, 2023, and the results of their operations
and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for opinion
These financial statements are the responsibility of the Funds’
and the Trust’s management. Our responsibility is to express an opinion on the Funds’ and Trust’s financial statements
based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Funds and the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control
over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Trust’s and Funds’ auditor since
2014.
New York, NY
September 26, 2024
74
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
Not applicable.
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.