Amplify Commodity Trust 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures The Trust and each of BRDY and BWET maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in the Trust’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. The duly appointed officers of the Sponsor, including its principal executive officer and principal financial officer, have evaluated the effectiveness of the Trust’s , BRDY’s and BWET’s controls and procedures and have concluded that the disclosure controls and procedures of the Trust and each of BRDY and BWET have been effective as of the end of the period covered by this quarterly report on Form 10-Q. Management’s Annual Report on Internal Control Over Financial Reporting Management of the Sponsor, on behalf of the Trust and each of BRDY and BWET, are responsible for establishing and maintaining adequate internal control over financial reporting. The internal control system for each of the Trust, BRDY and BWET is designed to provide reasonable assurance to the Sponsor regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management of the Sponsor, including Christian Magoon, Principal Executive Officer of the Sponsor, and Bradley H. Bailey, Principal Financial Officer of the Sponsor, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, assessed the effectiveness of each of the internal control over financial reporting for each of the Trust, BRDY and BWET as of June 30, 2025. In making this assessment, it used the criteria in the Internal Control - Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on the assessment, Management believes that, as of June 30, 2025, the internal control over financial reporting is effective for the Trust and each of BRDY and BWET. The Trust confirms that the certifications of the principal executive officer and principal financial officer filed with this annual report on Form 10-K are applicable to the Trust and each of BRDY and BWET. Change in Internal Control Over Financial Reporting There were no changes in the Trust’s, BRDY’s or BWET’s internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Trust’s , BRDY’s or BWET’s internal control over financial reporting. Item 9B. Other Information. None of the Sponsor’s officers have adopted , modified or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the Trust or the Funds for the year ended June 30, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 75 Part III Item 10. Directors, Executive Officers and Corporate Governance. The Sponsor and its Management Neither the Trust nor the Funds have executive officers. Pursuant to the terms of the Trust Agreements for the Funds, the Fund’s affairs are managed by the Sponsor. The business and affairs of the Sponsor are managed by its chief executive officer, Christian Magoon. The following are individual Principals, as that term is defined in CFTC Rule 3.1, for the Sponsor: Christian W. Magoon, Bradley H. Bailey, David F. Wilding, Edward H. Keiley III and William Belden III. These individuals are principals due to their positions; however, Mr. Magoon is also a principal due to his controlling stake in Amplify. Amplify was also listed as a principal of the Sponsor, due to its controlling stake, on June 14, 2023. Christian W. Magoon . Mr. Magoon has been the Chief Executive Officer and President of the Sponsor since January 2015. Mr. Magoon was listed as a principal, as that term is defined in CFTC Rule 3.1, of the Sponsor on October 3, 2023. He has also served as Chief Executive Officer and President, and Chair of the Board of Trustees, of Amplify ETF Trust, including the seventeen series thereof (the “Amplify Funds”). He has also served as Chief Executive Officer of YieldShares, LLC since April 2013, and of Magoon Capital since January 2010. In these roles, Mr. Magoon has general and active management and control of the business and affairs of the firm. Bradley H. Bailey . Mr. Bailey has been Chief Financial Officer of the Sponsor since March 2016, and Chief Financial Officer of Amplify Funds since March 2016. He was listed as a principal, as that term is defined in CFTC Rule 3.1, of the Sponsor on September 21, 2023. Mr. Bailey has primary responsibility for the financial management and reporting of the Sponsor and Amplify Funds and is in charge of its books of account and accounting records, and its accounting procedures. David F. Wilding . Mr. Wilding serves as the Chief Operating Officer of the Sponsor since February 2023. Mr. Wilding was listed as a principal, as that term is defined in CFTC Rule 3.1, of the Sponsor on August 8, 2023. Mr. Wilding is overseeing and managing the implementation of all elements of operations of the firm. Mr. Wilding has served as the Secretary of the Amplify Funds since February 2023 and as General Counsel and Chief Compliance Officer of Performance Trust Capital Partners LLC(investment adviser and broker-dealer) and PT Asset Management, LLC (investment adviser) from August 1996 to June 2022. He was listed as a principal of Performance Trust Capital Partners LLC from October 2020 to March 2022. Edward H. Keiley III . Mr. Keiley has been Chief Compliance Officer of the Sponsor since August 2015. Mr. Keiley was listed as a principal of the Sponsor on July 13,2023, and has been a registered associated person and a swap associated person, and an NFA associate member of the Sponsor, since October 25, 2023. Mr. Keiley is responsible for overseeing and managing the implementation of all elements of the regulatory compliance requirements and reporting pursuant to SEC, FINRA and NYSE Arca rules and regulations. Mr. Keiley has served as the Chief Compliance Officer of the Amplify Funds since January 2015 and as a Compliance Consultant for R.J. O’Brien Securities LLC (futures broker) from December 2007 to June 2023. He has been Chief Compliance Officer of OASIS Investment Strategies, LLC from October 2009 to December 2023, and was listed as a principal of OASIS Investment Strategies, LLC (investment adviser and commodity pool operator) from December 19, 2022 to January 1, 2024. William Belden III . Mr. Belden has been President of the Sponsor since November 2018. Mr. Belden was listed as a principal, as that term is defined in CFTC Rule 3.1,of the Sponsor on September 21, 2023. Mr. Belden manages the day-to-day operations of the firm. Mr. Belden has also served as the Vice President of the Amplify Funds since October 2020. 76 Commodity Trading Advisor Breakwave The Sponsor has also entered into a Licensing and Services Agreement with Breakwave. Under this agreement, Breakwave has agreed to compose and maintain the BDRY and BWET Benchmark Portfolios and license to the Sponsor the use of the BDRY and BWET Benchmark Portfolios. Breakwave is a limited liability company. The following individual is the President, sole investment professional and Principal, as that term is defined in CFTC Rule 3.1: John Kartsonas . John Kartsonas is the Principal and Managing Partner of Breakwave Advisors LLC., a Commodity Trading Advisory firm based in New York. Mr. Kartsonas was listed as a principal of the Sponsor on May 17, 2017. He has been a registered associated person and an NFA associate member of Breakwave since May 17, 2017. From 2017 to the present Mr. Kartsonas has also served as a Director of Seanergy Maritime, an international shipping company listed in the Nasdaq Capital Market. Prior to that, Mr. Kartsonas was a Senior Portfolio Manager at Carlyle Commodity Management from October 2012 to January 2017, a commodity-focused investment firm based in New York and part of the Carlyle Group. He was responsible for the firm’s Shipping and Freight investments. During his tenure, he managed one of the largest freight futures funds globally. Mr. Kartsonas received his MBA from the Simon School of Business, University of Rochester. Code of Ethics The Sponsor has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) which applies to all of its officers (including senior financial officers) and employees; the Sponsor’s Code of Ethics covers all officers and employees that manage the Trust and the Funds. A printed copy of the Code of Ethics is available to any person free of charge, upon request, by contacting the Sponsor at: Amplify Commodity Trust c/o Amplify Investments LLC 3333 Warrenville Road Suite 350 Lisle, IL 60532 Item 11. Executive Compensation. The Funds have no employees, officers or directors and are managed by the Sponsor. None of the directors or officers of the Sponsor receive compensation from the Funds. The Sponsor receives a management fee from BDRY, monthly in arrears, in an amount equal to the greater of 0.15% per annum on the daily NAV of BDRY or $125,000.The Sponsor receives a management fee from BWET, monthly in arrears, in an amount equal to the greater of 0.30% per annum on the daily NAV of BWET or $50,000.The Sponsor has contractually agreed to assume the Funds’ expenses (excluding brokerage fees, interest expense, and extraordinary expenses) in order to cap each Funds’ total annual expenses at 3.50% per annum through December 31, 2025. The management fees paid to the Sponsor by BDRY amounted to $125,002 and $125,001, for the year ended June 30, 2025 and 2024, respectively. The management fees paid to the Sponsor by BWET amounted to $50,001 and $50,001 for year ended June 30, 2025 and 2024, respectively. The Sponsor also provides Principal Financial Officer, Chief Compliance Officer, Regulatory Reporting, Legal, and Wholesale Support services to the Funds. The fees for each service provided to BDRY for the year ended June 30, 2025, all of which had been paid, or accrued, at June 30, 2025, were as follows: Service BDRY Amount Principal Financial Officer $ 24,904 Chief Compliance Officer $ 24,904 Regulatory Reporting $ 25,002 Legal $ 45,000 Wholesale Support $ 73,621 77 The fees for the services provided to BWET for the year ended June 30, 2025, all of which had been paid, or accrued, at June 30, 2025, were as follows: Service BWET Amount Principal Financial Officer $ 24,904 Chief Compliance Officer $ 24,904 Regulatory Reporting $ 25,002 Legal $ 45,000 Wholesale Support $ 17,808 In addition to the above, the Distributor provides Distribution services to the Funds. The fees for Distribution services paid to the Distributor were $6,145 for BDRY for the year ended June 30, 2025 and $513 for BWET for the year ended June 30, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Security Ownership of Certain Beneficial Owners. The following table sets forth shares as of June 30, 2025, information with respect to each person known to own beneficially more than 5% of the outstanding shares of any series in the Trust: Series of the Trust Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class BDRY Canaccord Genuity Wealth Management 609 Granville St, Unit 2200 Vancouver, BC V7Y 1K8 3,019,570 shares 25.8 % BDRY Interactive Brokers LLC One Pickwick Plaza, Greenwich, CT 06830 2,030,029 shares 17.4 % BDRY Citibank 3801 Citibank Center B/3RD Floor/Zone 12 Tampa, Florida 33610 1,457,607 shares 12.5 % BDRY Charles Schwab & Co Inc. 2423 E Lincoln Dr, Phoenix, AZ 85016-1215 1,067,088 shares 9.1 % BDRY Morgan Stanley Smith Barney LLC 1300 Thames Street, 6th Floor Baltimore, Maryland 21231 812,006 shares 6.9 % BDRY National Financial Services LLC 499 Washington Boulevard Jersey City, New Jersey 07310-1995 631,189 shares 5.4 % BWET Interactive Brokers LLC One Pickwick Plaza, Greenwich, CT 06830 33,397 shares 26.7 % BWET National Financial Services LLC 499 Washington Boulevard Jersey City, New Jersey 07310-1995 20,264 shares 16.2 % BWET Citibank 3801 Citibank Center B/3RD Floor/Zone 12 Tampa, Florida 33610 15,991 shares 12.8 % BWET Morgan Stanley & Co International 1300 Thames Street, 5th Floor Baltimore, Maryland 21231 11,000 shares 8.8 % BWET Brown Brothers Harriman & Co 525 Washington Boulevard Jersey City, New Jersey 07310 8,576 shares 6.9 % BWET Charles Schwab & Co Inc. 2423 E Lincoln Dr, Phoenix, AZ 85016-1215 7,439 shares 5.9 % BWET Pershing LLC One Pershing Plaza Jersey City, New Jersey 07399 6,275 shares 5.0 % 78 Security Ownership of Management. None of the directors or executive officers of the Sponsor owns any shares of the Funds. Change in Control. 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. This change in control did not affect the Trust, its shareholders or an investment in the Funds’ shares in any way. Item 13. Certain Relationships and Related Transactions, and Director Independence. Certain Relationships and Related Transactions See Items 11 and 12. Neither the Trust nor the Funds entered into any transaction in excess of $120,000 in which any related person had a direct or indirect material interest and the Trust and the Funds do not propose to enter into any such transaction. Director Independence As an unincorporated entity, the registrant does not have a Board of Directors. Item 14. Principal Accountant Fees and Services. The fees for services accrued and/or billed to BDRY and to BWET by its independent auditors for the years ended June 30, 2025 and 2024 were as follows: Service FY 2025 FY 2024 Audit Fees $ 101,888 $ 135,872 Tax Fees 210,471 324,496 Total $ 312,359 $ 460,368 Approval of Independent Registered Public Accounting Firm Services and Fees The Sponsor approved all of the services provided by Cohen & Company, Ltd to the Funds described above. The Sponsor pre-approves all audit and allowed non-audit services of the Funds’ independent registered public accounting firm, including all engagement fees and terms. On November 5, 2024, the Sponsor dismissed WithumSmith+Brown PC as the Trust’s independent registered public accounting firm and appointed Cohen & Company, Ltd. as the Trust’s independent registered public accounting firm beginning with the fiscal quarter ending September 30, 2024. 79 Part IV Item 15. Exhibits and Financial Statement Schedules 1. See Index to Financial Statements on page 44. 2. No financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required has been presented in the aforementioned financial statements. 3. Exhibits required to be filed by Item 601 of Regulation S-K. Exhibit Index Listed below are the exhibits which are filed or furnished as part of this annual report on Form 10-K (according to the number assigned to them in Item 601 of Regulation S-K): 3.1(a) Second Amended and Restated Declaration of Trust and Trust Agreement (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement No. 333-263425, filed on February 15, 2024) 3.1(b) Instrument Establishing the Fund. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-218453, filed on October 6, 2017.) 3.1(c) Amended Exhibit C to the Amended and Restated Declaration of Trust and Trust Agreement of the Trust. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-218453, filed on October 6, 2017.) 3.1(d) Instrument Establishing the Fund. (Incorporated by reference to Form S-1, Registration Statement No. 333-266945, filed on August 17, 2022.) 3.2 Certificate of Trust of the Registrant. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-2199190, filed on November 26, 2014). 3.2(a) Certificate of Amendment to Certificate of Trust (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement No. 333-263425, filed on February 15, 2024) 4.1 Description of the Trust’s securities. (Incorporated by reference to the Trust’s Annual Report on Form 10-K, filed on September 30, 2019.) 10.1 Form of Authorized Participant Agreement. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-199190,filed on January 28, 2015.) 10.2 Market Agent Agreement. (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statements No. 333-263425, filed on February15, 2024) 10.3 Licensing and Services Agreement with respect to BDRY. (Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement No. 333-218453, filed on March 7, 2018.) 10.4 Assignment and Assumption of Licensing Services Agreement with respect to BDRY. (Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-263425, filed on February 2, 2024.) 10.5 Licensing and Services Agreement with respect to BWET. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-266945, filed on March 30, 2023.) 10.6 Assignment and Assumption of Licensing Services Agreement with respect to BWET. (Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-266945, filed on February 2, 2024.) 10.7 Custody Agreement. (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statements No. 333-263425, filed on February 15,2024) 10.8 Fund Administration Servicing Agreement. (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statements No. 333-263425,filed on February 15, 2024) 10.9 Fund Accounting Servicing Agreement. (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statements No. 333-263425, filed on February 15, 2024) 10.10 Transfer Agent Servicing Agreement. (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statements No. 333-263425, filed on February 15, 2024) 10.11 Fee Waiver Agreement with respect to BDRY. (Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-263425,filed on February 2, 2024.) 10.13 Fee Waiver Agreement with respect to BWET. (Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statement No. 333-266945, filed on February 2, 2024.) 10.15 Sponsor Transfer Agreement (Incorporated by reference to Post-Effective Amendment No. 2 to Registration Statements No. 333-263425, filed on February 2, 2024) 10.16 Amendment No. 1 to the Sponsor Transfer Agreement (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statements No.333-263425, filed on February 15, 2024) 80 23.1 Consent of Potter Anderson & Corroon LLP. (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement No. 333-263425,filed on February 15, 2024) 23.2 Consent of Eversheds Sutherland (US) LLP. (Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement No. 333-263425,filed on February 15, 2024) 23.3 Consent of Cohen & Company, Ltd. as to the Trust (Filed herewith.) 23.4 Consent of WithumSmith & Brown, P.C. as to the Trust. (Filed herewith.) 31.1 Certification by the Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (Filed herewith.) 31.2 Certification by the Principal Financial Officer of the Registrant pursuant to Rules 13a-14 and 15d-14 of the Exchange Act. (Filed herewith.) 32.1 Certification by the Principal Executive Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 32.2 Certification by the Principal Financial Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 81 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Amplify Commodity Trust (Registrant) By: Amplify Investments LLC its Sponsor By: /s/ Christian Magoon Name: Christian Magoon Title: Principal Executive Officer By: /s/ Bradley H. Bailey Name: Bradley H. Bailey Title: Principal Financial Officer Date: September 26, 2025 82