UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
☒ Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the
quarterly period ended June 30, 2024
OR
☐ Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the
transition period from _______ to _______
Commission
File Number: 001-41900
Tidal
Commodities Trust I
(Exact name
of registrant as specified in its charter)
Delaware
92-6468665
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
234 West Florida Street , Suite
203 Milwaukee , WI 53204
(Address of principal executive
offices) (Zip code)
(844)
986-7700
(Registrant’s
telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol
Name of each exchange on which registered
Shares of beneficial interest, no par value, of
Hashdex Bitcoin ETF, a series of the Registrant
DEFI
NYSE Arca, Inc.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. ☒
Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). ☒ Yes
☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated Filer
☒
Smaller reporting company
Emerging growth company
☒
☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐
Yes ☒ No
As of June 30, 2024, there were
160,000 shares of beneficial interest, no par value, of Hashdex Bitcoin ETF issued and outstanding.
Table of Contents
Page
Part I. FINANCIAL INFORMATION
Item 1.
Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
12
Item 4.
Controls and Procedures
12
Part II. OTHER INFORMATION
Item 1.
Legal Proceedings
13
Item 1A.
Risk Factors applicable to Funds
13
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
13
Item 3.
Defaults Upon Senior Securities
13
Item 4.
Mine Safety Disclosures
13
Item 5.
Other Information
13
Item 6.
Exhibits
14
2
Part I.
FINANCIAL INFORMATION
Item 1. Financial Statements.
Index
to Financial Statements
Documents
Page
TIDAL COMMODITIES TRUST I
Combined Statements of Assets
and Liabilities at June 30, 2024 (Unaudited) and December 31, 2023
F-1
Combined Schedule of
Investments at June 30, 2024 (Unaudited) and December 31, 2023
F-2
Combined Statements of
Operations (Unaudited) for the six months ended June 30, 2024 and 2023
F-4
Combined Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2024 and 2023
F-5
Combined Statements of Cash
Flows (Unaudited) for the six months ended June 30, 2024 and 2023
F-6
HASHDEX BITCOIN ETF
Statements of Assets and Liabilities at June 30, 2024 (Unaudited) and December 31, 2023
F-7
Schedule of Investments at June 30, 2024 (Unaudited) and December 31, 2023
F-8
Statements of Operations (Unaudited) for the six months ended June 30, 2024 and 2023
F-10
Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2024 and 2023
F-11
Statements of Cash Flows (Unaudited) for the six months ended June 30, 2024 and 2023
F-12
Notes to Financial Statements
F-13
3
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2024 (Unaudited)
December 31, 2023
Assets
Investments (Cost $ 12,319,113 )
$ 10,676,172
$ —
Cash and cash equivalents
61,231
1,867,663
Interest receivable
267
10,297
Equity in trading accounts:
Cryptocurrency futures contracts
—
129,519
Due from broker
228,464
582,908
Total equity in trading accounts
228,464
712,427
Total assets
$ 10,966,134
$ 2,590,387
Liabilities
Management fee payable to Sponsor
8,939
2,053
Equity in trading accounts:
Cryptocurrency futures contracts
7,725
51,376
Total liabilities
$ 16,664
$ 53,429
Net assets
$ 10,949,470
$ 2,536,958
Shares Outstanding
160,000
50,000
Net asset value per share
$ 68.43
$ 50.74
Market value per share
$ 68.70
$ 50.73
The accompanying
notes are an integral part of these financial statements.
F- 1
TIDAL
COMMODITIES TRUST I
COMBINED SCHEDULE
OF INVESTMENTS
June 30,
2024 (Unaudited)
Description: Assets
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 10,676,172
97.50 %
17,831
Total Cryptocurrency (cost $ 12,319,113 )
$ 10,676,172
97.50 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X, 5.23 %
$ 61,231
0.56 %
61,231
Total Cash Equivalents (cost $ 61,231 )
$ 61,231
0.56 %
Description: Liabilities
Fair Value
Percentage of
Net Assets
Notional Amount
(Long Exposure)
Cryptocurrency futures contracts
United States CME Bitcoin Futures contracts
CME Bitcoin Futures July 2024 ( 1 contracts)
$ 7,725
0.07 %
$ 301,625
Total cryptocurrency futures contracts
$ 7,725
0.07 %
$ 301,625
The accompanying
notes are an integral part of these financial statements.
F- 2
TIDAL
COMMODITIES TRUST I
(FORMERLY TEUCRIUM COMMODITIES TRUST)
SCHEDULE
OF INVESTMENTS
December
31, 2023
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cash equivalents
Money market funds
U.S. Bank Deposit Account (cost $ 1,867,663 )
5.27 %
$ 1,867,663
73.62 %
1,867,663
Total Cash Equivalents (cost $ 1,867,663 )
$ 1,867,663
73.62 %
Description: Assets
Fair Value
Percentage of
Net Assets
Notional Amount
(Long Exposure)
Cryptocurrency futures contracts
United States CME Bitcoin Futures contracts
CME Bitcoin Futures JAN 24 ( 6 contracts)
$ 129,519
5.11 %
$ 1,274,500
Total cryptocurrency futures contracts
$ 129,519
5.11 %
$ 1,274,500
Description: Liabilities
Cryptocurrency futures contracts
United States CME Bitcoin Futures contracts
CME Bitcoin Futures FEB 24 ( 6 contracts)
51,376
2.03 %
$ 1,288,500
Total cryptocurrency futures contracts
$ 51,376
2.03 %
$ 1,288,500
The accompanying
notes are an integral part of these financial statements.
F- 3
TIDAL
COMMODITIES TRUST I
COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended June 30, 2024
Three Months Ended June 30, 2023
Six Months Ended June 30, 2024
Six Months Ended June 30, 2023
Income
Realized and unrealized gain (loss) on trading of cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ ( 89,684 )
$ 71,236
$ 7,545,334
$ 700,787
Net change in unrealized appreciation/depreciation on investments
( 1,902,331 )
—
( 1,642,941 )
—
Net change in unrealized appreciation/depreciation on cryptocurrency futures
contracts
( 8,508 )
( 30,948 )
( 85,868 )
97,520
Broker interest income
3,684
—
63,488
—
Interest income
923
21,449
119,869
34,897
Total income (loss)
( 1,995,916 )
61,737
5,999,882
833,204
Expenses
Management fees
26,636
4,892
69,017
8,287
Broker expenses
—
—
16,148
—
Professional fees
—
50,284
—
109,104
Distribution and marketing fees
—
3,379
—
4,741
Custodian fees and expenses
—
858
—
1,117
Business permits and licenses fees
—
6,032
—
16,161
General and administrative expenses
—
496
—
496
Total expenses
26,636
65,941
85,165
139,906
Expenses waived by the Sponsor
—
( 61,049 )
—
( 131,619 )
Total expenses, net
26,636
4,892
85,165
8,287
Net income (loss)
$ ( 2,022,552 )
$ 56,845
$ 5,914,717
$ 824,917
The accompanying
notes are an integral part of these financial statements.
F- 4
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
Operations
Net income (loss)
$ 5,914,717
$ 824,917
Capital transactions
Issuance of Shares
18,711,813
367,689
Redemption of Shares
( 16,214,018 )
( 323,940 )
Total capital transactions
2,497,795
43,749
Net change in net assets
8,412,512
868,666
Net assets, beginning of period
$ 2,536,958
$ 1,070,263
Net assets, end of period
$ 10,949,470
$ 1,938,929
The accompanying
notes are an integral part of these financial statements.
F- 5
TIDAL
COMMODITIES TRUST I
STATEMENTS
OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
Cash flows from operating activities
Net income (loss)
$ 5,914,717
$ 824,917
Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:
Net change in unrealized appreciation (depreciation) on cryptocurrency futures
contracts
85,868
( 97,520 )
Unrealized loss on investments
1,642,941
—
Changes in operating assets and liabilities:
Purchases of investments
( 12,319,113 )
—
Due from broker
354,444
( 55,754 )
Interest receivable
10,030
( 3,861 )
Management fee payable to Sponsor
6,886
657
Net cash provided by (used in) operating activities
( 4,304,227 )
668,439
Cash flows from financing activities:
Proceeds from sale of Shares
18,711,813
367,689
Redemption of Shares
( 16,214,018 )
( 323,940 )
Net cash provided by (used in) financing activities
2,497,795
43,749
Net change in cash and cash equivalents
( 1,806,432 )
712,188
Cash and cash equivalents, beginning of period
1,867,663
701,969
Cash and cash equivalents, end of period
$ 61,231
$ 1,414,157
The accompanying
notes are an integral part of these financial statements.
F- 6
HASHDEX
BITCOIN ETF
STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2024 (Unaudited)
December 31, 2023
Assets
Investments (Cost $ 12,319,113 )
$ 10,676,172
$ —
Cash and cash equivalents
61,231
1,867,663
Interest receivable
267
10,297
Equity in trading accounts:
Cryptocurrency futures contracts
—
129,519
Due from broker
228,464
582,908
Total equity in trading accounts
228,464
712,427
Total assets
$ 10,966,134
$ 2,590,387
Liabilities
Management fee payable to Sponsor
8,939
2,053
Equity in trading accounts:
Cryptocurrency futures contracts
7,725
51,376
Total liabilities
$ 16,664
$ 53,429
Net assets
$ 10,949,470
$ 2,536,958
Shares authorized
160,000
50,000
Net asset value per share
$ 68.43
$ 50.74
Market value per share
$ 68.70
$ 50.73
The
accompanying notes are an integral part of these financial statements.
F- 7
HASHDEX
BITCOIN ETF
SCHEDULE OF INVESTMENTS
June
30, 2024 (Unaudited)
Percentage of
Description: Assets
Fair Value
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 10,676,172
97.50 %
17,831
Total Cryptocurrency (cost $ 12,319,113 )
$ 10,676,172
97.50 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X, 5.23 %
$ 61,231
0.56 %
61,231
Total Cash Equivalents (cost $ 61,231 )
$ 61,231
0.56 %
Percentage of
Notional Amount
Description: Liabilities
Fair Value
Net Assets
(Long Exposure)
Cryptocurrency futures contracts
United States CME Bitcoin Futures contracts
CME Bitcoin Futures July 2024 ( 1 contracts)
$ 7,725
0.07 %
$ 301,625
Total cryptocurrency futures contracts
$ 7,725
0.07 %
$ 301,625
The
accompanying notes are an integral part of these financial statements.
F- 8
HASHDEX
BITCOIN ETF
(FORMERLY HASHDEX BITCOIN FUTURES ETF)
SCHEDULE
OF INVESTMENTS
December
31, 2023
Percentage of
Description: Assets
Yield
Fair Value
Net Assets
Shares
Cash equivalents
Money market funds
U.S. Bank Deposit Account (cost $ 1,867,663 )
5.27 %
$ 1,867,663
73.62 %
1,867,663
Total Cash Equivalents (cost $ 1,867,663 )
$ 1,867,663
73.62 %
Percentage of
Notional Amount
Description: Assets
Fair Value
Net Assets
(Long Exposure)
Cryptocurrency futures contracts
United States CME Bitcoin Futures contracts
CME Bitcoin Futures JAN 24 ( 6 contracts)
$ 129,519
5.11 %
$ 1,274,500
Total cryptocurrency futures contracts
$ 129,519
5.11 %
$ 1,274,500
Description: Liabilities
Cryptocurrency futures contracts
United States CME Bitcoin Futures contracts
CME Bitcoin Futures FEB 24 ( 6 contracts)
51,376
2.03 %
$ 1,288,500
Total cryptocurrency futures contracts
$ 51,376
2.03 %
$ 1,288,500
The
accompanying notes are an integral part of these financial statements.
F- 9
HASHDEX
BITCOIN ETF
STATEMENTS
OF OPERATIONS
(Unaudited)
Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
June 30, 2024
June 30, 2023
June 30, 2024
June 30, 2023
Income
Realized and unrealized gain (loss) on trading of cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ ( 89,684 )
$ 71,236
$ 7,545,334
$ 700,787
Net change in unrealized appreciation/depreciation on investments
( 1,902,331 )
—
( 1,642,941 )
—
Net change in unrealized appreciation/depreciation on cryptocurrency futures contracts
( 8,508 )
( 30,948 )
( 85,868 )
97,520
Broker interest income
3,684
—
63,488
—
Interest income
923
21,449
119,869
34,897
Total income (loss)
( 1,995,916 )
61,737
5,999,882
833,204
Expenses
Management fees
26,636
4,892
69,017
8,287
Broker expenses
—
—
16,148
—
Professional fees
—
50,284
—
109,104
Distribution and marketing fees
—
3,379
—
4,741
Custodian fees and expenses
—
858
—
1,117
Business permits and licenses fees
—
6,032
—
16,161
General and administrative expenses
—
496
—
496
Total expenses
26,636
65,941
85,165
139,906
Expenses waived by the Sponsor
—
( 61,049 )
—
( 131,619 )
Total expenses, net
26,636
4,892
85,165
8,287
Net income (loss)
$ ( 2,022,552 )
$ 56,845
$ 5,914,717
$ 824,917
The
accompanying notes are an integral part of these financial statements.
F- 10
HASHDEX
BITCOIN ETF
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
Operations
Net income (loss)
$ 5,914,717
$ 824,917
Capital transactions
Issuance of Shares
18,711,813
367,689
Redemption of Shares
( 16,214,018 )
( 323,940 )
Total capital transactions
2,497,795
43,749
Net change in net assets
8,412,512
868,666
Net assets, beginning of period
$ 2,536,958
$ 1,070,263
Net assets, end of period
$ 10,949,470
$ 1,938,929
The
accompanying notes are an integral part of these financial statements.
F- 11
HASHDEX
BITCOIN ETF
STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
Cash flows from operating activities
Net income (loss)
$ 5,914,717
$ 824,917
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
85,868
( 97,520 )
Unrealized loss on investments
1,642,941
—
Changes in operating assets and liabilities:
Purchases of investments
( 12,319,113 )
—
Due from broker
354,444
( 55,754 )
Interest receivable
10,030
( 3,861 )
Management fee payable to Sponsor
6,886
657
Net cash provided by (used in) operating activities
( 4,304,227 )
668,439
Cash flows from financing activities:
Proceeds from sale of Shares
18,711,813
367,689
Redemption of Shares
( 16,214,018 )
( 323,940 )
Net cash provided by (used in) financing activities
2,497,795
43,749
Net change in cash and cash equivalents
( 1,806,432 )
712,188
Cash and cash equivalents, beginning of period
1,867,663
701,969
Cash and cash equivalents, end of period
$ 61,231
$ 1,414,157
The
accompanying notes are an integral part of these financial statements.
F- 12
NOTES
TO FINANCIAL STATEMENTS
June 30, 2024 (Unaudited)
Note
1 – Organization and Significant Accounting Policies
These footnotes
represent the footnotes to Hashdex Bitcoin ETF’s Statement of Assets and Liabilities and the Combined Financial Statements
of Tidal Commodities Trust I.
Hashdex
Bitcoin ETF (the “Fund”) is a series of Tidal Commodities Trust I (“Trust”), a Delaware statutory trust
organized on February 10, 2023. The Fund operates pursuant to the First Amended and Restated Declaration of Trust and Trust Agreement
(“Trust Agreement”), dated March 10, 2023. The Trust is registered with the U.S. Securities and Exchange Commission
(“SEC”) under the Securities Act of 1933, as amended (together with the rules and regulations adopted thereunder,
as amended, the “1933 Act”), as an exchange-traded fund. The Fund was formed and is managed and controlled by the
Sponsor, a limited liability company formed in Delaware on March 14, 2012. The sponsor of the Fund is Tidal Investments LLC (f/k/a
Toroso Investments, LLC, the “Sponsor”), The Sponsor is registered as a commodity pool operator (“CPO”)
with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”).
The Fund intends to be treated as a partnership for U.S. federal income tax purposes.
On January
2, 2024, the initial Form S-1 for DEFI was declared effective by the U.S. Securities and Exchange Commission (“SEC”).
The Fund is the successor and surviving entity from the merger (the “Merger”) of the Hashdex Bitcoin Futures ETF (the
“Predecessor Fund”) into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust (the “Predecessor
Trust”) sponsored by Teucrium Trading, LLC (“Prior Sponsor”). The Merger closed on January 3, 2024. In connection
with the Merger, the Predecessor Fund shareholders received one Share for each share of the Predecessor Fund they owned prior
to the Merger.
The Fund’s
investment objective is for changes in the Shares’ net asset value (“NAV”) to reflect the daily changes of the
price of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (the “Benchmark”), less expenses from the Fund’s
operations. The Benchmark is designed to track the price performance of bitcoin. The Fund invests in bitcoin, bitcoin futures
contracts (“Bitcoin Futures Contracts”) listed on the Chicago Mercantile Exchange Inc. (“CME”), and cash
and cash equivalents. Because the Fund’s investment objective is to track the price of the Benchmark, changes in the price
of the Shares may vary from changes in the spot price of bitcoin.
The accompanying
unaudited financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X promulgated by the SEC and,
therefore, do not include all information and footnote disclosures required under accounting principles generally accepted in
the United States of America (“GAAP”). The financial information included herein is unaudited; however, such financial
information reflects all adjustments which are, in the opinion of management, necessary for the fair presentation of the Fund’s
financial statements for the interim period. It is suggested that these interim financial statements be read in conjunction with
the financial statements and related notes included in the Trust’s Annual Report on Form 10-K, as well as the most recent
Form S-1 filing, as applicable. The operating results through June 30, 2024 are not necessarily indicative of the results to be
expected from the full year ended December 31, 2024.
The Fund
continuously offers and redeems shares (“Shares”) in blocks of at least 10,000 Shares (each such block, a “Creation
Unit”) at an initial price per Share of $ 25 . Only Authorized Participants may purchase and redeem Shares from the Fund and
then only in Creation Units. An Authorized Participant is an entity that has entered into an Authorized Participant Agreement
with the Trust and the Sponsor. Shares are offered on a continuous basis to Authorized Participants in Creation Units at NAV.
Authorized Participants may then offer to the public, from time to time, shares from any Creation Unit they create at a per-share
market price. The form of Authorized Participant Agreement sets forth the terms and conditions under which an Authorized Participant
may purchase or redeem a Creation Unit. Authorized Participants will not receive from the Fund, the Sponsor, or any of their affiliates,
any fee or other compensation in connection with their sale of Shares to the public. An Authorized Participant may receive commissions
or fees from investors who purchase Shares through their commission or fee-based brokerage accounts.
F- 13
Significant
accounting policies of the Fund are as follows:
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from
those estimates.
Indemnifications
In
the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general
indemnifications. The Fund’s maximum exposure under these arrangements cannot be known; however, the Fund expects any risk
of loss to be remote.
Cash
Cash
includes money market funds held.
Income
Taxes
For
U.S. federal income tax purposes, the Fund will be classified as a publicly traded partnership. A publicly traded
partnership is generally taxable as a corporation for U.S. federal income tax purposes unless 90% or more of the publicly
traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in
section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”). Qualifying income is defined as
generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale
or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a
principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards, and options
with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards,
options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps
and other notional principal contracts with respect to commodities. There is very limited authority on the U.S. federal
income tax treatment of bitcoin and no direct authority on bitcoin derivatives, such as Bitcoin Futures Contracts. Based on
an opinion received by Tidal from their independent legal counsel and a Commodity Futures Trading Commission determination
that treats bitcoin as a commodity under the Commodity Exchange Act, the Fund intends to take the position that bitcoin and
Bitcoin Futures Contracts consist of futures on commodities for purposes of the qualifying income exception under section
7704 of the Code. Accordingly, the Fund expects that at least 90% of the Fund’s gross income for each taxable year will
consist of qualifying income and that the Fund will be taxed as a partnership for U.S. federal income tax purposes.
Therefore, the Fund does not record a provision for income taxes because the shareholders report their share of the
Fund’s income or loss on their income tax returns.
The
Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable
taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
The Fund will file income tax returns in the U.S. federal jurisdiction and may file income tax returns in various U.S. states
and foreign jurisdictions.
The
Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of
income taxes. These potential examinations may include among other things questioning the tax classification of the Fund, the
timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state
and foreign tax laws.
Creation
and Redemptions
Authorized
Purchasers may purchase Creation Baskets consisting of 10,000 Shares from the Fund. The amount of the proceeds required
to purchase a Creation Basket will be equal to the NAV of the Shares in the Creation Basket determined as of 4:00 p.m. (ET) on
the day the order to create the basket is received in good order.
Authorized
Purchasers may redeem Shares from the Fund only in blocks of 10,000 Shares called “Redemption Baskets.” The
amount of the redemption proceeds for a Redemption Basket will be equal to the NAV of the Shares in the Redemption Basket determined
as of 4:00 p.m. (ET) on the day the order to redeem the basket is received in good order.
The
Fund will receive the proceeds from Shares sold or will pay for redeemed Shares within three business days after the trade date
of the purchase or redemption, respectively. The amounts due from Authorized Purchasers will be reflected in the Fund’s
statements of assets and liabilities as capital shares receivable. Amounts payable to Authorized Purchasers upon redemption will
be reflected in the Fund’s statements of assets and liabilities as payable for Shares redeemed.
F- 14
As
outlined in the Trust’s Registration Statement on Form S-1, filed with the SEC on March 18, 2024, 10,000 Shares represent
five Redemption Baskets for the Fund and a minimum level of Shares. If the Fund experienced redemptions that caused the number
of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares
is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser.
Calculation
of Net Asset Value
The Fund’s NAV is calculated by:
● Taking
the current market value of its total assets;
● Subtracting
any liabilities; and
● Dividing
the above total by the number of Shares outstanding.
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), the Fund’s
sub-administrator, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the
close of the New York Stock Exchange or 4:00 p.m. (ET). The NAV for a particular trading day will be released after 4:15 p.m.
(ET).
To
determine the value of Bitcoin Futures Contracts, Global Fund Services uses the settlement price for the Benchmark Component Futures
Contracts, as reported on the CME. CME Group staff determines the daily settlements for the Benchmark Component Futures Contracts
based on trading activity on CME Globex exchange between 14:59:00 and 15:00:00 Central Time (CT), the settlement period. When
a Bitcoin Futures Contract has closed at its daily price fluctuation limit, that limit price will be the daily settlement price
that the CME publishes. The Fund will use the published settlement price to price its Shares on that day. If the CME halted trading
in Bitcoin Futures Contracts for other reasons, including if trading were halted for an entire trading day or several trading
days, the Fund would value its Bitcoin Futures Contracts by using the settlement price that the CME publishes. Such valuation
is generally deemed a Level 1 valuation.
The
value of the Bitcoin held by the Fund will be determined using a “Futures-Based Spot Price” (or “FBSP”)
methodology. This methodology has been chosen by the Sponsor specifically to calculate the Fund’s NAV, isolating it from data
from unregulated bitcoin exchanges. The methodology to derive the settlement prices of Bitcoin Futures Contracts on the CME involves
a calculation that is a function of both the length of time (the tenor) until each Bitcoin Futures Contract is due for settlement,
and the final settlement price for each contract on that day. The calculation is based on estimating a simple quadratic function
to fit the prices across the different tenors and extrapolate this curve to zero days tenor. This approach is designed to give
more importance to contracts that are due for settlement in the near term, considering that the prices of these near-term contracts
are more reliable indicators of the current spot price of bitcoin and are also more heavily traded. Such Valuation is generally
deemed a Level 2 valuation.
Fair
Value - Definition and Hierarchy
In
accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability
(i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In
determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs
is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing
the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s
assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information
available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
F- 15
Level
1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the
ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations
are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments
does not entail a significant degree of judgment.
Level
2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either
directly or indirectly.
Level
3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The
availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected
by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet
established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based
on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.
Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future
circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may
be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed.
Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized
in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its
entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
Schedule of fair values of investments disaggregated into three levels of fair value hierarchy
June 30, 2024
Level 1
Level 2
Level 3
Balance as of
June 30, 2024
Assets:
Cryptocurrency
$ —
$ 10,676,172
$ —
$ 10,676,172
Money market funds
61,231
—
—
61,231
Total
$ 61,231
$ 10,676,172
$ —
$ 10,737,403
Liabilities:
Bitcoin futures contracts
$ 7,725
$ —
$ —
$ 7,725
December 31, 2023
Level 1
Level 2
Level 3
Balance as of
December 31, 2023
Assets:
Cash Equivalents
$ 1,867,663
$ —
$ —
$ 1,867,663
Bitcoin futures contracts
129,519
—
—
129,519
Total
$ 1,997,182
$ —
$ —
$ 1,997,182
Liabilities:
Bitcoin futures contracts
$ 51,376
$ —
$ —
$ 51,376
For
the three and six months ended June 30, 2024 and year ended December 31, 2023, the Fund did not have any significant transfers
between any of the levels of the fair value hierarchy.
F- 16
Derivative
Investments
In
the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments
in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s
derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest
rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to
additional counterparty risk due to inability of its counterparties to meet the terms of their contracts.
Futures
Contracts
The
Fund is subject to cryptocurrency price risk in the normal course of pursuing its investment objectives. A futures contract represents
a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The
purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (“FCM”). Subsequent
payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the
contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to
counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to
all exchange-traded futures, guarantees the futures against default.
The
Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities.
A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject
to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s
pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of
cash and other equity deposited.
The
following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities
to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized
assets and liabilities. These recognized assets and liabilities are presented as defined in the Financial Accounting Standards
Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2011-11 “Balance Sheet (Topic 210):
Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet
(Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
F- 17
The
following table also identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities
as derivative contracts, categorized by primary underlying risk, and held by StoneX as of June 30, 2024.
Offsetting
of Financial Liabilities and Derivative Assets as of June 30, 2024
(iv)
Gross Amount Not Offset in the
Statement of Assets and Liabilities
Description
(i)
Gross Amount
of Recognized
Liabilities
(ii)
Gross
Amount
Offset in the
Statement of
Assets and
Liabilities
(iii) = (i-ii)
Net Amount
Presented in
the Statement
of Assets and
Liabilities
Futures
Contracts
Available for
Offset
Collateral,
Due to
Broker
(v) = (iii)-(iv)
Net Amount
Cryptocurrency Price
Bitcoin futures contracts
$ 7,725
$ —
$
7,725
$ —
$ —
$ 7,725
Offsetting
of Financial Assets and Derivative Assets as of December 31, 2023
(iv)
Gross Amount Not Offset
in the Statement of
Assets and Liabilities
Description
(i)
Gross
Amount
of
Recognized
Assets
(ii)
Gross Amount
Offset in the
Statement of
Assets and
Liabilities
(iii) = (i-ii)
Net Amount
Presented in
the Statement
of Assets and
Liabilities
Futures
Contracts
Available for
Offset
Collateral,
Due to
Broker
(v) = (iii)-(iv)
Net Amount
Cryptocurrency Price
Bitcoin futures contracts
$ 129,519
$ —
129,519
51,376
$ —
78,143
Offsetting
of Financial Liabilities and Derivative Assets as of December 31, 2023
(iv)
Gross Amount Not Offset
in the Statement of
Assets and Liabilities
Description
(i)
Gross
Amount
of
Recognized
Assets
(ii)
Gross
Amount
Offset in the
Statement of
Assets and
Liabilities
(iii) = (i-ii)
Net Amount
Presented in
the Statement
of Assets and
Liabilities
Futures
Contracts
Available for
Offset
Collateral,
Due to
Broker
(v) = (iii)-(iv)
Net Amount
Cryptocurrency Price
Bitcoin futures contracts
$ 51,376
$ —
51,376
51,376
$ —
$ —
F- 18
The
following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains
and losses on trading of cryptocurrency futures contracts categorized by primary underlying risk:
Three months ended June 30, 2024.
Realized Gain (Loss) on Commodity Futures Contracts
Net Change in Unrealized Appreciation/Depreciation on Commodity Futures Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ ( 89,684 )
( 8,508 )
Three months ended June 30, 2023.
Realized Gain (Loss) on Commodity Futures Contracts
Net Change in Unrealized Appreciation/Depreciation on Commodity Futures Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 71,236
$ ( 30,948 )
Six months ended June 30, 2024.
Realized Gain (Loss) on Commodity Futures Contracts
Net Change in Unrealized Appreciation/Depreciation on Commodity Futures Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 7,545,334
( 85,868 )
Six months ended June 30, 2023.
Realized Gain (Loss) on Commodity Futures Contracts
Net Change in Unrealized Appreciation/Depreciation on Commodity Futures Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 700,787
$ 97,520
Volume
of Monthly Derivative Activities
The
average notional market value categorized by primary underlying risk for the futures contracts held was $ 312.9 thousand and
$ 6.4 million respectively for the three and six months ended June 30, 2024 and $ 324.9 million and $ 353.6
million respectively for the three and six months ended June 30, 2023.
Basis
of Presentation
The
preparation of these financial statements in conformity with U.S. generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amount of net assets and liabilities and disclosure of contingent assets
and liabilities at the balance sheet date. Actual results could differ from those estimates.
Organizational
and Offering Costs
All
organizational and initial offering costs for the Trust and the Fund were borne directly by the Sponsor. The Trust and the Fund
do not have an obligation to reimburse the Sponsor for organization and offering costs paid on their behalf.
F- 19
Revenue
Recognition
Investment
transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked
to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of operations as the difference
between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial
statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.
Brokerage
Commissions
The
Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows
the amounts included on the statements of operations as total brokerage commissions.
Three Months Ended June 30, 2024
$ 505
Three Months Ended June 30, 2023
$ 769
Six Months Ended June 30, 2024
$ 6,286
Six Months Ended June 30, 2023
$ 1,377
Due
from/to Broker
The
amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the
broker, amounts payable to the clearing broker related to open transactions, payables for cryptocurrency futures accounts liquidating
to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized
losses.
Margin
is the minimum amount of funds that must be deposited by a cryptocurrency interest trader with the trader’s broker to initiate
and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures
contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small
percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations
occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary
in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin
requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular
futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time
by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts
for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect
themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties
may agree to require the posting of collateral by one or both parties to address credit exposure.
When
a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader
sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements
established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option.
The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money
options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated
margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture
of options positions and positions in the underlying interest.
Ongoing
or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value
of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements,
a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s
position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls.
Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the
futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would
be assessed on a portfolio basis, measuring the total risk of the combined positions.
F- 20
Expenses
Expenses
are recorded using the accrual method of accounting.
Net
Income (Loss per Share
Net
income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period.
The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average
unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately
for units created or redeemed based on the amount of time the units were outstanding during such period.
Note
2 – Sponsor Fee Allocation of Expenses and Related Party Transactions
The
Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.90% per annum of the daily NAV of the Fund.
The Management Fee is paid in consideration of the Sponsor’s services related to the management of the Fund’s business
and affairs, including the provision of commodity futures trading advisory services. Purchases of creation units with cash may
cause the Fund to incur certain costs including brokerage commissions and redemptions of creation units with cash may result in
the recognition of gains or losses that the Fund might not have incurred if it had made redemptions in-kind. The Fund pays all
of its respective brokerage commissions, including applicable exchange fees, National Futures Association fees and give-up fees,
and other transaction related fees and expenses charged in connection with trading activities for the Fund’s investments
in Commodity Futures Trading Commission regulated investments. The Fund bears other transaction costs related to the futures commission
merchants capital requirements on a monthly basis. The Sponsor pays all of the routine operational, administrative and other ordinary
expenses of the Fund, generally as determined by the Sponsor, including but not limited to, fees and expenses of the Administrator,
Sub-Administrator, Custodian, Distributor, Transfer Agent, licensors, accounting and audit fees and expenses, tax preparation
expenses, legal fees, ongoing SEC registration fees, individual Schedule K- 1 preparation and mailing fees, and report preparation
and mailing expenses. The Fund pays all of its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor.
Non-recurring and unusual fees and expenses are unexpected or unusual in nature, such as legal claims and liabilities and litigation
costs or indemnification or other unanticipated expenses. Extraordinary fees and expenses also include material expenses which
are not currently anticipated obligations of the Fund. Routine operational, administrative and other ordinary expenses are not
deemed extraordinary expenses.
The
Sponsor has the ability to elect to pay certain expenses on behalf of the Fund or waive the management fee. This election is subject
to change by the Sponsor, at its discretion. Expenses paid by the Sponsor or the Prior Sponsor are, if applicable, presented as
waived expenses in the statements of operations for the Fund:
Three Months Ended June 30, 2024
$ —
Three Months Ended June 30, 2023
$ 61,049
Six Months Ended June 30, 2024
$ —
Six Months Ended June 30, 2023
$ 131,619
For
the three and six months ending June 30, 2024, the Sponsor did not waive expenses. For the three and six months ending June 30,
2023 the Prior Sponsor waived the above expenses.
Administrator
The
Fund employs Tidal ETF Services LLC as the Fund’s administrator (the “Administrator”). In turn, the Administrator
has engaged U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”)
to act as sub-administrator. The Administrator is a wholly-owned subsidiary of Sponsor. The Administrator also assists the Fund
and the Sponsor with certain functions and duties relating to marketing, which include the following: marketing and sales strategy
and marketing related services.
F- 21
Cash
Custodian, Registrar, Transfer Agent, Fund Sub-Administrator
In
its capacity as the Fund’s custodian, the Custodian, currently U.S. Bank, N.A., holds the Fund’s securities, cash
and/or cash equivalents pursuant to a custodial agreement. Global Fund Services, an entity affiliated with U.S. Bank, N.A., is
the registrar and transfer agent for the Fund’s Shares. In addition, Global Fund Services also serves as sub-administrator
for the Fund, performing certain sub-administrative, and accounting services, and support in preparing certain SEC and CFTC reports
on behalf of the Fund.
Bitcoin
Custodian
Holdings
of the Fund also includes bitcoin. Such investments are held by BitGo Trust Company, Inc. (the “Bitcoin Custodian”)
on behalf of the Fund. The Bitcoin Custodian will keep custody of all of the Fund’s bitcoin in a multi-layer, multi-party
cold storage or similarly secure technology. Th e Bitcoin Custodian is responsible for safekeeping passwords, keys or phrases
that allow transfers of digital assets (“Security Factors”) safe, secure and confidential. 100 % of the private
keys will be held in cold storage. The Bitcoin Custodian will establish the Bitcoin Accounts on the Bitcoin Network solely for
the Fund. The Bitcoin Custodian will follow valid instructions given by the Sponsor to use the Fund’s Security Factors to
effect transfers to and from the Bitcoin Accounts. The Fund’s bitcoin will be held in segregated wallets and will not be
commingled with the assets of other customers. The Bitcoin Custodian has an insurance policy that covers, at least partially,
risks such as the loss of client assets held in cold storage, including from employee collusion or fraud, physical loss including
theft, damage of key material, security breach or hack, and fraudulent transfer.
Marketing
Agent
The
Fund employs Foreside Fund Services, LLC, a wholly-owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group) as the
Marketing Agent for the Fund. The Marketing Agent Agreement among the Marketing Agent and the Trust calls for the Marketing Agent
to work with the Custodian in connection with the receipt and processing of orders for Creation Baskets and Redemption Baskets
and the review and approval of all Fund sales literature and advertising material. The Marketing Agent’s principal business
address is Three Canal Plaza, Suite 100, Portland, Maine 04101. The Marketing Agent is a broker-dealer registered with the SEC
and a member of FINRA.
Support
Agent
The
Administrator also assists the Fund and the Sponsor with certain functions and duties relating to administration and marketing,
which include the following: marketing and sales strategy and marketing related services.
D ig ital
Asset Adviser
Hashdex
Asset Management Ltd. (“Hashdex” or the “Digital Asset Adviser”) is a Cayman Islands investment manager
(and an Exempt Reporting Advisor under SEC rules) that specializes in, among other things, the management, research, investment
analysis and other investment support services of funds and ETFs with investment strategies involving bitcoin and other crypto
assets. As Digital Asset Adviser, Hashdex is responsible for providing the Sponsor and the Administrator with research and analysis
regarding bitcoin and bitcoin markets for use in the operation and marketing of the Fund. Hashdex has no role in maintaining,
calculating or publishing the Benchmark. Hashdex also has no responsibility for the investment or management of the Fund’s
portfolio or for the overall performance or operation of the Fund.
F- 22
Note
3 – Transactions with Affiliates
The
Trust has no directors, officers or employees and is managed by the Sponsor. The Administrator is a wholly-owned subsidiary of
the Sponsor.
Note
4 – Financial Highlights
The
following tables present per unit performance data and other supplemental financial data for the three and six months ended June
30, 2024 and 2023. This information has been derived from information presented in the financial statements and is presented with
total expenses gross of expenses waived by the Sponsor and with total expenses net of expenses waived by the Sponsor, as appropriate.
TIDAL
COMMODITIES TRUST I
FINANCIAL HIGHLIGHTS
Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
June 30, 2024
June 30, 2023
June 30, 2024
June 30, 2023
Per Share Operation Performance
Net asset value at beginning of period
$ 81.07
$ 36.76
$ 50.74
$ 21.40
Income (loss) from investment operations:
Net investment income (loss)
( 0.14 )
0.29
0.44
0.49
Net realized and unrealized gain (loss)
( 12.50 )
1.73
17.25
16.89
Total increase (decrease) from investment operations
( 12.64 )
2.02
17.69
17.38
Net asset value at end of period
$ 68.43
$ 38.78
$ 68.43
$ 38.78
Total Return
( 15.59 )%
5.46 %
34.87 %
81.16 %
Ratios to Average Net Assets (Annualized)
Total expenses
0.90 %
12.67 %
1.14 %
15.87 %
Total expenses, net
0.90 %
0.94 %
1.14 %
0.94 %
Net investment income (loss)
- 0.74 %
3.18 %
1.31 %
3.02 %
HASHDEX BITCOIN ETF
FINANCIAL HIGHLIGHTS
Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
June 30, 2024
June 30, 2023
June 30, 2024
June 30, 2023
Per Share Operation Performance
Net asset value at beginning of period
$ 81.07
$ 36.76
$ 50.74
$ 21.40
Income (loss) from investment operations:
Net investment income (loss)
( 0.14 )
0.29
0.44
0.49
Net realized and unrealized gain (loss)
( 12.50 )
1.73
17.25
16.89
Total increase (decrease) from investment operations
( 12.64 )
2.02
17.69
17.38
Net asset value at end of period
$ 68.43
$ 38.78
$ 68.43
$ 38.78
Total Return
( 15.59 )%
5.46 %
34.87 %
81.16 %
Ratios to Average Net Assets (Annualized)
Total expenses
0.90 %
12.67 %
1.14 %
15.87 %
Total expenses, net
0.90 %
0.94 %
1.14 %
0.94 %
Net investment income (loss)
- 0.74 %
3.18 %
1.31 %
3.02 %
Note
5 – Merger with Hashdex Bitcoin Futures ETF
As
reported by the Tidal Commodities Trust I on a Form 8-K filed with the Securities and Exchange Commission on January 3, 2024 (File
No. 001-41900), the Fund completed the successful acquisition by merger (the “Merger”) of the Hashdex Bitcoin Futures
ETF, a series of the Teucrium Commodity Trust (the “Acquired Fund”).
Under
the terms of the Merger, each shareholder of the Acquired Fund received one share of the Fund for every one share of the Acquired
Fund held on January 3, 2024 based on the net asset value per share of the Fund being equal to the net asset value per share of
the Acquired Fund determined immediately prior to the Merger closing. The share price used for the delivery of shares of the Acquired
Fund was the net asset value per share of the Acquired Fund determined after the close of business of NYSE Arca on January 2,
2024. Consequently, the Merger resulted in a one-for-one exchange of shares between the Acquired Fund and the Fund. Upon the Merger
closing, the Fund acquired all the assets of the Acquired Fund and assumed all the liabilities of the Acquired Fund. Upon the
Merger closing, all of the Acquired Fund’s shares were cancelled and the Acquired Fund was liquidated.
F- 23
The sponsor of the Acquired
Fund, Teucrium Trading, LLC (“Teucrium”), is not receiving any compensation dependent on the consummation of the Merger.
Pursuant to a certain Amended and Restated ’33 Act Fund Platform Support Agreement, as amended (the “Support Agreement”)
among Tidal, Administrator, Hashdex, and Teucrium, Tidal has agreed to provide Teucrium after the Me rger with a monthly
amount equal to seven percent ( 7 %) of the Management Fee paid to Tidal from the Fund; provided, however, that such fee will never
be less than 0.04 % of monthly average net assets of the Fund (“Teucrium Compensation”). Any payment of the
Teucrium Compensation will be made from the resources of Tidal and not from the assets of the Fund.
On
January 3, 2024, the Fund issued 50,000
shares at net asset value of $ 2,708,819 for 50,000
shares the Acquired Fund, representing $ 2,708,819 of net assets. The combined net assets and shares outstanding
of the Fund immediately after the Merger were $ 2,708,819 and 50,000 , respectively, representing a net asset value per share
of $ 54.18 .
Note
6 – Conversion to Spot Bitcoin ETF
On
March 26, 2024, the Sponsor announced the renaming of the Fund from the Hashdex Bitcoin Futures ETF to the Hashdex Bitcoin ETF.
The renaming of the Fund corresponds to its completion of the conversion of its investment strategy to allow the Fund to provide
spot bitcoin holdings and its tracking of a new benchmark index effective March 27, 2024.
The Fund’s new
benchmark index is the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS), which better reflects the Fund’s new strategy
of direct bitcoin investm en t. Going forward and under normal market conditions, the Fund’s investment policy is to
maximize its holdings of physical bitcoin such that it is expected that at least 95 % of the Fund’s assets will be
invested in spot bitcoin. Up to 5 % of the Fund’s remaining assets may be invested in CME-traded bitcoin futures contracts
and in cash and cash equivalents.
Note
7 – Subsequent Events
In
preparing these financial statements, Management has evaluated the financial statements for the six months ended June 30, 2024
for subsequent events through the date of this filing and noted no material events requiring either recognition through the date
of the filing or disclosure herein for the Fund.
F- 24
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
This information should
be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report (the “ Report ” ).
The discussion and analysis which follows may contain trend analysis and other forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial
results. Words such as “ anticipate, ” “ expect, ” “ intend, ” “ plan, ”
“ believe, ” “ seek, ” “ outlook ” and “ estimate, ”
as well as similar words and phrases, signify forward-looking statements. The forward-looking statements of Tidal Commodities
Trust I (the “ Trust ” ) are not a guarantee of future results and conditions, and important factors, risks
and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking statements. Whether
or not actual results and developments will conform to our Sponsor’s expectations and predictions, however, is subject to
a number of risks and uncertainties, including the special considerations discussed in this Report; general economic, market and
business conditions; changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory
bodies; the costs and effect of any litigation or regulatory investigations; technology developments regarding the use of bitcoin
and other digital assets, including the systems used by Tidal Investments LLC (the “ Sponsor ”) in its
provision of services to the Trust; the Sponsor’s conflict of interest in allocating resources among its different clients
and the pursuit of future business or investment opportunities by the Sponsor, its officers and/or affiliated entities; and other
world economic and political developments.
These and other risks
and uncertainties, which are described in more detail in our Annual Report on Form 10-K, filed with the SEC on April 1, 2024, could
cause our actual results to differ materially from those expressed or implied by the forward-looking statements in this report.
You should not place undue reliance on any forward-looking statements. Except as expressly required by the Federal securities
laws, the Sponsor undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties
or other factors described in this Report, as a result of new information, future events or changed circumstances or for any other
reason after the date of this Report.
Overview/Introduction
Tidal Commodities Trust I
(“Trust”), a Delaware statutory trust organized on February 10, 2023, is a series trust currently consisting of one
series: Hashdex Bitcoin ETF (f/k/a Hashdex Bitcoin Futures ETF) (“DEFI” or the “Fund”). The Fund is a commodity
pool. The Fund issues shares of beneficial interest, called “Shares,” representing fractional undivided beneficial
interests in the Fund. The Fund’s investment objective is for changes in the Shares’ net asset value (“NAV”)
to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (the “Benchmark”),
less expenses from the Fund’s operations. The Benchmark is designed to track the price performance of bitcoin. The Fund invests
in bitcoin, bitcoin futures contracts (“Bitcoin Futures Contracts”) listed on the Chicago Mercantile Exchange Inc.
(“CME”), and cash and cash equivalents. Because the Fund’s investment objective is to track the price of the
Benchmark, changes in the price of the Shares may vary from changes in the spot price of bitcoin.
The Trust and the Fund operate
pursuant to the Trust’s Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”),
dated March 10, 2023. On January 2, 2024, the initial Form S-1 for DEFI was declared effective by the U.S. Securities and Exchange
Commission (“SEC”). As noted below, the Fund is the successor to the Predecessor Fund (defined below), which commenced
operations in September 2022. The Fund’s shares trade on the NYSE Arca stock exchange (“NYSE Arca”). The current
registration statement for DEFI was declared effective by the SEC on January 2, 2024 and registered an indeterminate number of
Shares. BitGo Trust Company, Inc (the “Bitcoin Custodian”) is the custodian for the Fund’s bitcoin holdings;
and U.S. Bank, N.A. is the custodian for the Fund’s cash and cash equivalents holdings (the “Cash Custodian”
and together with the Bitcoin Custodian, the “Custodians”).
The Fund is the successor
and surviving entity from the merger (the “Merger”) of the Hashdex Bitcoin Futures ETF (the “Predecessor Fund”)
into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust (the “Predecessor Trust”) sponsored
by Teucrium Trading, LLC (“Prior Sponsor”). The Merger closed on January 3, 2024. In connection with the Merger, the
Predecessor Fund shareholders received one Share for each share of the Predecessor Fund they owned prior to the Merger.
The sponsor of
the Trust is Tidal Investments LLC, a Delaware limited liability company (the “Sponsor”). The principal office of
the Sponsor is Milwaukee, Wisconsin and the Trust is located at 234 West Florida Street, Suite 203, Milwaukee, Wisconsin
53204. The Sponsor is registered as a commodity pool operator (“CPO”) with the Commodity Futures Trading
Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). The Fund intends to
be treated as a partnership for U.S. federal income tax purposes. The Sponsor has sponsored the Trust since 2023. Sponsoring
the Fund will be the Sponsor’s first experience in operating an exchange traded product that invests in crypto-currency
futures or directly in bitcoin. The Sponsor’s responsibilities are discussed below in the section entitled
“ The Sponsor’s Operations. ”
While investors will purchase
and sell Shares through their broker-dealer, the Fund continuously offers creation baskets consisting of 10,000 Shares (“Creation
Baskets”) at their net asset value (“NAV”) to certain financial institutions that have entered into an agreement
with the Sponsor (“Authorized Purchasers”).
4
Recent Developments
Me rg er with Hashdex Bitcoin Futures ETF
On January 3, 2024, the Trust
completed the Merger and acquisition of the Predecessor Fund, a series of the Predecessor Trust, into the Fund, a series of the
Trust. The Merger was effected pursuant to an Agreement and Plan of Partnership Merger and Liquidation dated as of October 30,
2023 (the “Plan of Merger”) between the Predecessor Trust, on behalf of its Predecessor Fund series, and the Trust,
on behalf of its Fund series.
Pursuant to the Plan of Merger,
each Predecessor Fund shareholder received one share of the Fund for every one share of the Predecessor Fund held immediately before
the commencement of trading on the NYSE Arca on the Closing Date based on the net asset value per share of the Predecessor Fund
being equal to the net asset value per share of the Fund determined immediately prior to the Merger closing. The share price used
for the delivery of shares of the Predecessor Fund was the net asset value per share of the Predecessor Fund determined after the
close of business of NYSE Arca on January 2, 2024. Consequently, the Merger resulted in a one-for-one exchange of shares between
the Predecessor Fund and the Fund. Further, the Fund acquired in the Merger all the assets of the Predecessor Fund and assumed
all the liabilities of the Predecessor Fund. Effective the Merger closing, the Plan of Merger caused all of the Predecessor Fund’s
shares to be cancelled and the Predecessor Fund to be liquidated.
The Merger did not materially
modify the rights of Predecessor Fund shareholders with respect to their investment. The Fund has the same investment objective,
investment strategies and investment restrictions, and substantially identical investment risks, as those had by the Predecessor
Fund. Following the Merger, the Fund is now sponsored by the Sponsor, Tidal Investments LLC (f/k/a Toroso Investments LLC), and
the Fund is now managed by portfolio managers employed by the Sponsor. The Fund pays the same management fee rate to the Sponsor,
under the same terms, as previously paid by the Predecessor Fund to Teucrium Trading, LLC, the sponsor of the Predecessor Trust
and the Predecessor Fund.
The Fund’s shares commenced trading on the NYSE
Arca upon the effectiveness of the Merger under the ticker symbol “ DEFI. ”
Eff
ect of Merger - Conversion to U.S. Spot Bitcoin ETF
On March 26, 2024, the Trust
announced that the Fund would be permitted to have spot bitcoin holdings, and that it would track the Benchmark effective March
27, 2024. The Predecessor Fund’s name was the Hashdex Bitcoin Futures ETF, and the Fund’s name is the Hashdex Bitcoin
ETF. Effective as of March 27, the Fund has a policy to maximize its holdings of physical bitcoin such that it is expected that
at least 95% of the Fund’s assets will be invested in spot bitcoin. Up to 5% of the Fund’s remaining assets may be
invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Performance Summary
This report covers the periods
from January 1, 2024 to June 30, 2024 for DEFI. Total expenses are presented both gross and net of any expenses waived or paid
by the Sponsor that would have been incurred by the Funds (“expenses waived by the Sponsor”).
Per Share Operation Performance
Net asset value at beginning of period
$ 50.74
Income (loss) from investment operations:
Investment income
0.54
Net realized and unrealized gain (loss) on cryptocurrency futures contracts
17.53
Total expenses
(0.38 )
Net increase (decrease) in net asset value
17.69
Net asset value at end of period
$ 68.43
Total Return
34.87 %
Ratios to Average Net Assets (Annualized)
Total expenses
1.14 %
Total expenses, net
1.14 %
Net investment income (loss)
0.46 %
5
Market Outlook - The Bitcoin Industry
Bitcoin is a digital asset
that serves as the unit of account on an open-source, decentralized, peer-to-peer computer network. Bitcoin may be used to pay
for goods and services, stored for future use, or converted to a fiat currency. As of the date of this update, the adoption of
bitcoin for these purposes has been limited. The value of bitcoin is not backed by any government, corporation, or other identified
body.
The value of bitcoin is determined
in part by the supply of (which is limited), and demand for, bitcoin in the markets for exchange that have been organized to facilitate
the trading of bitcoin. By design, the supply of bitcoin is limited to 21 million bitcoins. As of the date of this update, there
are approximately 19 million bitcoins in circulation.
Bitcoin is maintained on
the Bitcoin Network. No single entity owns or operates the Bitcoin Network. The Bitcoin Network is accessed through software and
governs bitcoin’s creation and movement. The source code for the Bitcoin Network, often referred to as the Bitcoin Protocol,
is open-source, and anyone can contribute to its development.
Price movements for bitcoin
are influenced by, among other things, the environment, natural or man-made disasters, governmental oversight and regulation, demographics,
economic conditions, infrastructure limitations, existing and future technological developments, and a variety of other factors
now known and unknown, any and all of which can have an impact on the supply, demand, and price fluctuations in the bitcoin markets.
More generally, cryptocurrency prices may be influenced by economic and monetary events such as changes in interest rates, changes
in balances of payments and trade, U.S. and international inflation rates, currency valuations and devaluations, U.S. and international
economic events, and changes in the philosophies and emotions of market purchasers. Because the Predecessor Fund invested in futures
contracts in a single cryptocurrency, it was not a diversified investment vehicle, and therefore may have been subject to greater
volatility than a diversified portfolio of stocks or bonds or a more diversified commodity or cryptocurrency pool. Likewise, because
the Fund invests in spot bitcoin and futures contracts in a single cryptocurrency, it is not a diversified investment vehicle,
and therefore may be subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity
or cryptocurrency pool.
Market Risk
Trading in instruments such
as Futures Contracts will involve the Fund entering into contractual commitments to purchase or sell specific amounts of cryptocurrencies
at a specified date in the future. The gross or face amount of the contracts is expected to significantly exceed the future cash
requirements of the Fund as the Fund intends to close out any open positions prior to the contractual expiration date. As a result,
the Fund’s market risk is the risk of loss arising from the decline in value of the contracts, not from the need to make
delivery under the contracts. The Fund considers the “fair value” of derivative instruments to be the unrealized gain
or loss on the contracts. The market risk associated with the commitment by the Fund to purchase a specific cryptocurrency will
be limited to the aggregate face amount of the contacts held.
The exposure of the Fund
to market risk will depend on a number of factors including the markets for the specific cryptocurrency, the volatility of interest
rates and foreign exchange rates, the liquidity of the Bitcoin Futures Contracts markets and the relationships among the contracts
held by the Fund.
Credit Risk
When the Fund enters into
futures contracts, it will be exposed to the credit risk that the counterparty will not be able to meet its obligations. For purposes
of credit risk, the counterparty for the futures contracts traded on the CBOT, ICE and CME is the clearinghouse associated with
those exchanges. In general, clearinghouses are backed by their members who may be required to share in the financial burden resulting
from the nonperformance of one of their members, which should significantly reduce credit risk. Some foreign exchanges are not
backed by their clearinghouse members but may be backed by a consortium of banks or other financial institutions. Unlike in the
case of exchange traded futures contracts, the counterparty to an over the counter futures contract is generally a single bank
or other financial institution. As a result, there will be greater counterparty credit risk in over the counter transactions. There
can be no assurance that any counterparty, clearinghouse, or their financial backers will satisfy their obligations to the Fund.
The Sponsor will attempt
to manage the credit risk of the Fund by following certain trading limitations and policies. In particular, the Fund intends to
post margin and collateral and/or hold liquid assets that will be equal to approximately the face amount of the futures contracts
it holds. The Sponsor will implement procedures that will include, but will not be limited to, executing and clearing trades and
entering into over the counter transactions only with parties it deems creditworthy and/or requiring the posting of collateral
by such parties for the benefit of each Fund to limit its credit exposure.
The CEA requires all FCMs,
such as the Fund’s clearing brokers, to meet and maintain specified fitness and financial requirements, to segregate customer
funds from proprietary funds and account separately for all customers’ funds and positions, and to maintain specified books
and records open to inspection by the staff of the CFTC. The CFTC has similar authority over introducing brokers, or persons who
solicit or accept orders for commodity interest trades but who do not accept margin deposits for the execution of trades. The CEA
authorizes the CFTC to regulate trading by FCMs and by their officers and directors, permits the CFTC to require action by exchanges
in the event of market emergencies, and establishes an administrative procedure under which customers may institute complaints
for damages arising from alleged violations of the CEA. The CEA also gives the states powers to enforce its provisions and the
regulations of the CFTC.
6
On November 14, 2013, the
CFTC published final regulations that require enhanced customer protections, risk management programs, internal monitoring and
controls, capital and liquidity standards, customer disclosures and auditing and examination programs for FCMs. The rules are intended
to afford greater assurances to market participants that customer segregated funds and secured amounts are protected, customers
are provided with appropriate notice of the risks of futures trading and of the FCMs with which they may choose to do business,
FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are strengthened to safeguard the
continued operations and the auditing and examination programs of the CFTC and the SROs are monitoring the activities of FCMs in
a thorough manner.
StoneX and Phillip Capital serve as the Fund’s
clearing brokers to execute futures contracts and provide other brokerage-related services.
Results of Operations
The discussion below addresses the material changes
in the results of operations for the three and six months ended June 30, 2024 compared to the same period in 2023.
Total expenses for the current
and comparative period are presented both gross and net of any expenses waived or paid by the Prior Sponsor that would have been
incurred by the Fund (“expenses waived by the Prior Sponsor”). For all expenses waived in 2023, the Prior Sponsor is
not entitled to reimbursement. “Total expenses, net” is after the impact of any expenses waived by the Prior Sponsor,
are presented in the same manner as previously reported. There is, therefore, no impact to or change in the Net gain or Net loss
in any period for the Trust and the Fund as a result of this change in presentation.
The Fund is the successor
and surviving entity from the Merger of the Predecessor Fund into the Fund. The Predecessor Fund was a series of the Teucrium Commodity
Trust sponsored by Teucrium Trading, LLC. The Predecessor Fund commenced operations on September 15, 2022. The investment objective
of both the Predecessor Fund and the Fund (for the period from January 3, 2024 to March 26, 2024) was for changes in the Fund’s
shares’ net asset value (“NAV”) to reflect the daily changes of the price of the Hashdex U.S. Bitcoin Futures
Fund Benchmark (the “Prior Benchmark”), less expenses from such Fund’s operations. The Prior Benchmark reflect
the average of the closing settlement prices for the first to expire and second to expire bitcoin futures contracts listed on the
Chicago Mercantile Exchange (“CME”).
Effective as of March 27,
2024, the Fund’s investment objective and strategy were revised to reflect that the Fund could have spot bitcoin holdings.
That is, the Fund’s investment objective is for changes in the Shares’ NAV to reflect the daily changes of the price
of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (the “Benchmark”), less expenses from the Fund’s
operations. Under normal market conditions, the Fund’s current policy is to maximize its holdings of physical bitcoin such
that it is expected that at least 95% of the Fund’s assets will be invested in spot bitcoin. Up to 5% of the Fund’s
remaining assets may be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Performance data from
September 15, 2022, to January 3, 2024, reflects the performance of the Predecessor Fund. Performance from January 4, 2024, to
March 26, 2024, reflects the Fund’s performance under its previous investment strategy, which involved investing in futures
contracts. Performance data from March 27, 2024, onward reflect the Fund’s current investment strategy.
On June 30, 2024, the Fund
held a total of 1 CME bitcoin futures contracts with a notional value of $301,625 and an asset net fair value of $7,725. The Fund
also held 17,831 Units of spot bitcoin with an asset fair value of $10,676,172.
June 30, 2024
June 30, 2023
December 31, 2023
Total Net Assets
$ 10,949,470
$ 1,938,929
$ 2,536,858
Shares Outstanding
160,000
50,004
50,000
Net Asset Value per share
$ 68.43
$ 38.78
$ 50.74
Closing Price
$ 68.70
$ 38.85
$ 50.73
Total net assets for the
Fund increased year over year by 465%, driven by a combination of an increase in shares outstanding of 109,996 shares or 220% and
an increase in the NAV per share of $29.65 or 76%. The change in total net assets year over year was generally due to the interconnected
impact of two factors: (i) a surge in net investors flow to the Fund, evidenced by the 76% increase in shares outstanding, particularly
following the approval of the spot bitcoin ETF in the USA; and (ii) the Bitcoin price appreciation from $30,477.25 per Bitcoin
as of June 30, 2023, to $59,874.22 per Bitcoin as of June 30, 2024, representing an approximate 196% increase during the period
July 1, 2023 to June 30, 2024.
For the three months ended June 30, 2024, compared to the
three months ended June 30, 2023
Quarter Ended
June 30, 2024
Quarter Ended
June 30, 2023
Average daily total net assets
$ 11,935,446
$ 2,087,482
Net realized and unrealized gain on futures contracts
$ (98,305 )
$ 40,288
Interest income earned on cash equivalents
$ 4,720
$ 21,449
Annualized interest yield based on average daily total net assets
0.16 %
1.03 %
Net Income
$ (2,022,552 )
$ 56,845
Weighted average share outstanding
158,791
58,466
Management Fees
$ 42,381
$ 4,892
Total gross fees and other expenses excluding management fees
$ —
$ 61,049
Brokerage Commissions
$ 5,781
$ 769
Expenses waived by the Sponsor
$ —
$ (61,049 )
Total gross expense ratio
0.90 %
12.67 %
Total expense ratio net of expenses waived by the Sponsor
0.90 %
0.94 %
Net investment gain
(15.59 )%
3.18 %
Creation of Shares
20,000
—
Redemption of Shares
—
10,000
For the six months ended June 30, 2024, compared to the six
months ended June 30, 2023
Six Months Ended
June 30, 2024
Six Months Ended
June 30, 2023
Average daily total net assets
$ 30,069,245
$ 1,777,962
Net realized and unrealized gain on futures contracts
7,459,258
798,307
Interest income earned on cash equivalents
$ 183,566
$ 34,897
Annualized interest yield based on average daily total net assets
1.22 %
1.96 %
Net Income
$ 5,914,717
$ 824,917
Weighted average share outstanding
222,088
54,258
Management Fees
$ 84,762
$ 8,287
Total gross fees and other expenses excluding management fees
$ 16,148
$ 131,619
Brokerage Commissions
$ 11,563
$ 1,377
Expenses waived by the Sponsor
$ —
$ (131,619 )
Total gross expense ratio
1.14 %
15.87 %
Total expense ratio net of expenses waived by the Sponsor
1.14 %
0.94 %
Net investment gain
34.87 %
3.02 %
Creation of Shares
330,000
10,000
Redemption of Shares
220,000
10,000
7
Net Realized Gain or Loss on Futures
Contracts
Realized gain or loss on
trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts sold as part of
a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contract given the investment
objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption of shares, 3) the gain
or loss associated with rebalancing trades which are made to ensure conformance to the benchmark, 4) the number of contracts held
and then sold for either circumstance aforementioned. The Fund recognizes the expense for brokerage commissions for futures contract
trades on a per trade basis. Unrealized gain or loss on trading of commodity futures contracts is a function of the change in the
price of contracts held on the final date of the period versus the purchase price for each contract and the number of contracts
held in each contract month. The Fund conducts creation and redemption transactions only for cash, and, with respect to creation
transactions, the cash is used to purchase Bitcoin Futures Contracts only. The Fund will use Bitcoin Futures Contracts for the
primary purpose of using such Bitcoin Futures Contracts to acquire physical bitcoin through EFP transactions and to offset cash
and receivables for better tracking the Benchmark. The increase in net realized and unrealized gain on futures contracts was related
to the increase in the Fund’s net assets and the Bitcoin price appreciation noted above.
The increase in interest
and other income year over year was due to an increase in net assets and an increase in Federal Fund Rates. As a result, the amount
of interest income earned as a percentage of average daily total net assets was higher in the three and six months ended June 30,
2024, compared to the three and six months ended June 30, 2024. The Fund seeks to earn interest and other income in investments
that may include, but are not limited to, short-term Treasury Securities, demand deposits, money market funds and investments in
commercial paper. These interest rate levels may be lower or higher than the projected interest rates stated in the prospectuses
and thus will impact your breakeven point.
The increase in management
fee paid to the Sponsor for the three and six months ended June 30, 2024, compared to the three months ended June 30, 2023, is
a result of higher Fund average net assets overall, which was also net of the Sponsor lowering the management fee from 0.94% to
0.90% per annum of the daily NAV of the Fund effective March 26, 2024. Other than the management fee to the Sponsor the Fund incurred
brokerage commissions and trading fees. Brokerage commissions are recognized on a per-trade basis to each futures contract’s
or bitcoin share’s cost basis. Trading fees for the Fund are recorded in the statement of operations as broker expenses.
The actual amount of trading fees to be incurred will vary based upon the trading frequency of the Fund. For the three and six
months ended June 30, 2023, most of the expenses incurred by the Predecessor Fund were associated with the management fee and day-to-day
operation of the Fund and the necessary functions related to regulatory compliance. Those were generally based on contracts, which
extend for some period of time and up to one year, or commitments regardless of the level of assets under management. For the three
months and six months ended June 30, 2023, the Prior Sponsor waived expenses, which resulted in the Predecessor Fund’s annualized
net expense ratio of 0.94%, the Prior Sponsor’s annualized management fee. The Sponsor has not elected to waive management
fees or other expenses. These factors also explain the decrease in total gross fees and other expenses excluding management fees,
as well as the decrease in total gross expense ratio for the three and six months ended June 30, 2024, compared to the three and
six months ended June 30, 2023
The increase in total brokerage
commissions for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, was primarily due to an increase
in futures contracts purchased, liquidated, and rolled and the purchase of bitcoin due to the relative net increase in shares outstanding
and increase in assets due to the bitcoin price appreciation. The total brokerage commissions for three months ended June 30, 2024,
compared to the same period in 2023 were generally stable.
8
The graph below shows the
actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the Fund from inception
to June 30, 2024, and serves to illustrate the relative changes of these components.
Off Balance Sheet Financing
The Trust or Fund has
no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of June
30, 2024. Neither the Trust nor the Fund participates in transactions that create relationships with unconsolidated
entities or financial partnerships, often referred to as variable interest entities, which would have been established for the
purpose of facilitating off-balance sheet arrangements. Neither the Trust nor the Fund have entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased
any non-financial assets.
Liquidity and Capital Resources
The Fund does not anticipate
making use of borrowings or other lines of credit to meet its obligations. The Fund meets its liquidity needs in the normal course
of business from the proceeds of the sale of its investments, from the cash and cash equivalents that it intends to hold, and/or
from the fee waivers provided by the Sponsor. The Fund’s liquidity needs include redeeming its Shares, providing margin deposits
for existing Bitcoin Futures Contracts or the purchase of additional Bitcoin Futures Contracts, posting collateral for over-the-counter
contracts, and paying expenses.
In order to collateralize positions in Bitcoin Futures Contracts, a portion of the NAV of the Fund is held in cash and cash equivalents,
such as short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. A portion of these investments
may be posted as collateral in connection with Bitcoin Futures Contracts. The percentage that cash and cash equivalents bear to the shareholders'
equity of the Fund varies from period to period as the market values of the Bitcoin Futures Contracts change. The Fund earned $923 and
$21,192, respectively, in interest income during the three months ended June 30, 2024 and 2023, and $119,869 and $34,897, respectively,
in interest income during the six months June 30, 2024 and 2023.
9
If the Fund’s ability
to obtain exposure to Bitcoin Futures Contracts in accordance with its investment objective is disrupted for any reason, including limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a result of margin
requirements or position limits imposed by the Fund’s futures commission merchants, the CME, or the CFTC, the Fund may not
be able to achieve its investment objective and may experience significant losses. Any disruption in the Fund’s ability to
obtain exposure to Bitcoin Futures Contracts will cause the Fund’s performance to deviate from the performance of Bitcoin
Futures Contracts. In addition, the Fund might grow to a size where a lack of liquidity in the futures market meant that the Fund
could not sell enough futures contracts to honor redemption requests.
A market disruption, such
as a government taking regulatory or other actions that disrupt the market in bitcoin, can also make it difficult to liquidate
a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, the
Fund does not intend at this time to establish a credit facility, which would provide an additional source of liquidity, but instead
will rely only on the cash and cash equivalents that it holds to meet its liquidity needs. The anticipated value of the positions
in Benchmark Component Futures Contracts that the Sponsor will acquire or enter into for the Fund increases the risk of illiquidity.
Because Benchmark Component Futures Contracts may be illiquid, the Fund’s holdings may be more difficult to liquidate at
favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.
Critical Accounting
Policies
The Trust’s critical accounting
policies for the Fund is as follows:
Basis of Presentation
Preparation of the financial
statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires
the application of appropriate accounting rules and guidance, as well as the use of estimates, and requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related disclosure
of contingent assets and liabilities during the reporting period of the combined financial statements and accompanying notes. The
Trust’s application of these policies involves judgments and actual results may differ from the estimates used.
Cryptocurrency Derivative
Transactions
The Sponsor has determined
that the valuation of cryptocurrency interests that are not traded on a U.S. or internationally recognized futures exchange (such
as swaps and other over the counter contracts) involves a critical accounting policy. The values which are used by the Fund for
futures contracts will be provided by the broker who will use market prices when available, while over the counter contracts will
be valued based on the present value of estimated future cash flows that would be received from or paid to a third party in settlement
of these derivative contracts prior to their delivery date. Values will be determined on a daily basis.
Cryptocurrency futures contracts
held by the Fund are recorded on the trade date. All such transactions are recorded on the identified cost basis and marked to
market daily. Unrealized appreciation or depreciation on commodity or cryptocurrency futures contracts are reflected in the statement
of operations as the difference between the original contract amount and the fair market value as of the last business day of the
year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected
in the statement of operations. Interest on cash equivalents and deposits are recognized on an accrual basis. The Fund earns interest
on funds held at the custodian or other financial institutions at prevailing market rates for such investments.
Cash and cash Equivalents
Cash and cash equivalents
are cash held at financial institutions in demand-deposit accounts or highly liquid investments with original maturity dates of
three months or less at inception. The Fund reports cash equivalents in the statements of assets and liabilities at market value,
or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities. The Fund has
a substantial portion of assets on deposit with banks. Assets deposited with financial institutions may, at times, exceed federally
insured limits.
Fair Value - Definition and Hierarchy
In accordance with GAAP, fair value is defined as
the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly
transaction between market participants at the measurement date.
10
In determining fair value,
the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair
value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable
inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability
based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about
the inputs market participants would use in pricing the asset or liability developed based on the best information available in
the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 - Valuations
based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted
prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a
significant degree of judgment.
Level 2 - Valuations based
on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 - Valuations based
on inputs that are unobservable and significant to the overall fair value measurement.
The availability of valuation
techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of
factors including, the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace,
and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less
observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not
necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be
reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower
than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of
judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain
cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure
purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based
on the lowest level input that is significant to the fair value measurement.
The Fund and records derivative
activities at fair value. Gains and losses from derivative contracts are included in the statement of operations. Derivative contracts
include futures contracts related to cryptocurrency prices. Futures, which are listed on a national securities exchange, such as
the CME, or reported on another national market, are generally categorized in Level 1 of the fair value hierarchy. OTC derivatives
contracts (such as forward and swap contracts) which may be valued using models, depending on whether significant inputs are observable
or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Brokerage Commissions
The Fund recognizes brokerage commissions on a full
trade basis.
Derivative Counterpar ty
Ma rg in
Margin is the minimum amount
of funds that must be deposited by a cryptocurrency interest trader with the trader’s broker to initiate and maintain an
open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased
or sold. Futures contracts are customarily bought and sold on initial margin that represents a small percentage of the aggregate
purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets
may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment
or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly
exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract may be modified
from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers,
carrying accounts for traders in commodity or cryptocurrency interest contracts generally require higher amounts of margin as a
matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties,
so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an
option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the
other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying
interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed
on the selling of options, although adjusted to reflect the probability that out of the money options will not be exercised, can
in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads
and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in
the underlying interest.
Ongoing or “maintenance”
margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures
contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made
by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With
respect to the Fund’s trading, the Fund (and not its shareholders personally) are subject to margin calls.
Finally, many major U.S.
exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions
held in an account would, in the case of some accounts, be aggregated, and margin requirements would be assessed on a portfolio
basis, measuring the total risk of the combined positions.
11
Sponsor Fee Allocation of Expenses
The Sponsor is responsible for investing the assets
of the Fund in accordance with the objectives and policies of the Fund.
The Fund pays the Sponsor
a Management Fee, monthly in arrears, in an amount equal to 0.90% per annum of the daily NAV of the Fund. The Management Fee is
paid in consideration of the Sponsor’s services related to the management of the Fund’s business and affairs, including
the provision of commodity futures trading advisory services. Creation with cash may cause the Fund to incur certain costs including
brokerage commissions and redemptions of creation units with cash may result in the recognition of gains or losses that the Fund
might not have incurred if it had made redemptions in-kind. The Fund pays all of its respective brokerage commissions, including
applicable exchange fees, NFA fees and give-up fees, and other transaction related fees and expenses charged in connection with
trading activities for the Fund’s investments in CFTC regulated investments. The Fund also pays all fees and commissions
related to the EFP transactions for the sale and purchase of spot bitcoin, including any bitcoin transaction fees for on-chain
transfers of bitcoin. The Fund bears other transaction costs related to the FCM capital requirements on a monthly basis. The Sponsor
pays all of the routine operational, administrative and other ordinary expenses of the Fund, generally as determined by the Sponsor,
including but not limited to, fees and expenses of the Administrator, Sub-Administrator, Custodians, Marketing Agent, Transfer
Agent, licensors, accounting and audit fees and expenses, tax preparation expenses, legal fees, ongoing SEC registration fees,
individual Schedule K-1 preparation and mailing fees, and report preparation and mailing expenses. The Fund pays all of its non-recurring
and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses are unexpected
or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses.
Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the Fund. Routine
operational, administrative and other ordinary expenses are not deemed extraordinary expenses.
Income Taxes
For U.S. federal income tax
purposes, the Fund will be treated as a partnership. Therefore, the Fund does not record a provision for income taxes because the
partners report their share of the Fund’s income or loss on their income tax returns. The financial statements reflect the
Fund’s transactions without adjustment, if any, required for income tax purposes.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Trust and the Fund maintain
disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Trust’s periodic
reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized and reported within the time period specified in the SEC’s rules and forms for the Trust and the Fund
thereof.
Management of the Sponsor
of the Fund (“Management”), including Guillermo Trias, the Sponsor’s Principal Executive Officer and Ronnie Riven,
the Sponsor’s Principal Financial Officer, who perform functions equivalent to those of a principal executive officer and
principal financial officer of the Trust if the Trust had any officers, have evaluated the effectiveness of the design and operation
of the Trust and the Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d- 15(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report, and, based
upon that evaluation, concluded that the Trust’s and the Fund’s disclosure controls and procedures were effective as
of the end of such period, to ensure that information the Trust is required to disclose in the reports that it files or submits
with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms, and to ensure that information required to be disclosed by the Trust in the reports that it files or submits under
the Exchange Act is accumulated and communicated to management of the Sponsor, as appropriate, to allow timely decisions regarding
required disclosure. The scope of the evaluation of the effectiveness of the design and operation of its disclosure controls and
procedures covers the Trust, as well as separately for the Fund.
The certifications of the Chief Executive Officer
and Chief Financial Officer are applicable to the Fund as well as the Trust as a whole.
12
Changes
in Internal Control over Financial Reporting
There
has been no change in the Trust’s or the Fund’s internal controls over the financial reporting (as defined in the
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Trust’s or the Fund’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings
Neither
the Trust, Fund or Sponsor are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal
proceedings threatened against Trust, Fund or Sponsor.
Item
1A. Risk Factors applicable to Funds
There
have been no material changes to the risk factors previously disclosed in the Trust’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of DEFI Shares:
The
Fund creates and redeems Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. On any business
day, an Authorized Purchaser may place an order with the transfer agent to redeem one or more baskets. By placing a redemption
order, an Authorized Purchaser agrees to deliver the baskets to be redeemed through DTC’s book-entry system to the Fund
by the end of the next business day following the effective date of the redemption order or by the end of such later business
day. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired
to the Sponsor’s account at the Custodian the non-refundable transaction fee due for the redemption order. The below table
sets forth the number of Shares redeemed during the fiscal quarter ending June 30, 2024.
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 to April 30, 2024
20,000
$ 81.11
N/A
N/A
May 1 to May 31, 2024
—
$ N/A
N/A
N/A
June 1 to June 30, 2024
—
$ N/A
N/A
N/A
Total
20,000
$ 81.11
January 1 to June 30, 2024
240,000
$ 77.41
N/A
N/A
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
(a) None.
(b) Not Applicable.
(c) None.
13
Item
6. Exhibits
The
following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:
Exhibit
Number
Exhibit
Description
3.1
First
Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s
Registration Statement on Form S-1 (File No. 333-273364), filed with the SEC on July 21, 2023).
31.1 *
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
31.2 *
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer
32.1 **
Section 1350 Certification of Principal Executive Officer
32.2 **
Section 1350 Certification of Principal Financial and Accounting Officer
104*
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith.
14
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Tidal
Commodities Trust I (Registrant)
By:
Tidal Investments
LLC
its Sponsor
By:
/s/
Guillermo Trias
Name:
Guillermo Trias
Title:
Chief Executive Officer
Date:
August 14, 2024
By:
/s/
Ronnie Riven
Name:
Ronnie Riven
Title:
Chief Financial Officer
Date:
August 14, 2024
15
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.