Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements and Supplementary Data
INDEX
TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm - Hashdex Bitcoin ETF, a series of the Tidal Commodities Trust I (TAIT, WELLER & BAKER LLP, Philadelphia, PA, PCAOB #445)
F-1
Report of Independent Registered Public Accounting Firm - Hashdex Bitcoin ETF (Formerly Hashdex Bitcoin Futures ETF) (GRANT THORTON LLP, New York, NY, PCAOB #248)
F-2
Tidal Commodities Trust I Combined Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets and Statements of Cash Flows
F-3
Hashdex Bitcoin ETF (Formerly Hashdex Bitcoin Futures ETF) Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets and Statements of Cash Flows
F-8
Notes to Financial Statements
F-13
50
taitweller.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To Management of the Trust’s Sponsor
Of Tidal Commodities Trust I
Opinion on the Financial Statements
We have audited the accompanying combined statements
of assets and liabilities of Tidal Commodities Trust I (the “Trust”), including the combined schedule of investments as of
December 31, 2024, the related combined statements of operations, changes in net assets, and cash flows for the year then ended and the
related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements
present fairly, in all material respects, the combined financial position of the Trust as of December 31, 2024, and the results of its
combined operations, combined changes in net assets, and combined cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.
We have also audited the accompanying statement of
assets and liabilities of Hashdex Bitcoin ETF (formerly Hashdex Bitcoin Futures ETF), (the “Fund”), a series of Tidal Commodities
Trust I, including the schedule of investments as of December 31, 2024, and the related statements of operations, changes in net assets,
and cash flows for the year then ended and the related notes (collectively referred to as the “financial statements”). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31,
2024, and the results of its operations, changes in net assets, and cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.
The financial statements of the Fund (which are also
reflected in the Trust) as of December 31, 2023, were audited by other auditors whose report dated February 29, 2024, expressed an unqualified
opinion on those statements.
Basis for Opinion
These combined financial statements and financial
statements are the responsibility of management of the Trust’s Sponsor. Our responsibility is to express an opinion on the Trust’s
combined financial statements and the Fund’s financial statements based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect
to the Trust and Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB. We have served as the auditors of the Trust and the Fund since 2023.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial
statements and financial statements are free of material misstatement, whether due to error or fraud. The Trust and the Fund are not required
to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Trust’s and Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the combined financial statements and financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the combined financial statements and financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements and financial
statements. We believe that our audits provide a reasonable basis for our opinion.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
March 25, 2025
445
F- 1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor
and Shareholders of
Hashdex Bitcoin
ETF (formerly Hashdex Bitcoin Futures ETF)
Opinion
on the financial statements
We have audited
the statement of assets and liabilities, including the schedule of investments of Hashdex Bitcoin ETF (formerly Hashdex Bitcoin Futures
ETF), a series of Tidal Commodities Trust I (formerly a series of Teucrium Commodity Trust) (the “Fund”) as of December 31,
2023, the related statements of operations, changes in net assets, and cash flows for the year ended December 31, 2023, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Fund as of December 31, 2023, and the results of its operations and its cash flows
for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for opinion
These financial
statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial
statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted
our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a
reasonable basis for our opinion.
/s/
GRANT THORNTON LLP
We have
served as the auditor of the Fund from 2022 – 2024.
New York,
New York
February
29, 2024
F- 2
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2024
December 31, 2023 *
Assets
Investments (1)
$ 14,713,026
$ —
Cash and cash equivalents (2)
29,680
1,867,663
Interest receivable
85
10,297
Equity in trading accounts:
Cryptocurrency futures contracts
—
129,519
Due from broker
108,214
582,908
Total equity in trading accounts
108,214
712,427
Total assets
$ 14,851,005
$ 2,590,387
Liabilities
Management fee payable to Sponsor
11,620
2,053
Equity in trading accounts:
Cryptocurrency futures contracts
—
51,376
Total liabilities
$ 11,620
$ 53,429
Net assets
$ 14,839,385
$ 2,536,958
Shares issued and outstanding
140,000
50,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 106.00
$ 50.74
Market value per share
$ 106.21
$ 50.73
* Reflects the assets and liabilities of the Hashdex Bitcoin Futures ETF, which was a series
of the Teucrium Commodity Trust until January 3, 2024. Please see Note 5 in the accompanying Notes to Financial Statements for more information.
(1)
Cost basis (December 31, 2024)
$ 11,099,080
(2)
Cost basis (December 31, 2024)
$ 29,680
The accompanying notes are an integral part of these financial
statements.
F- 3
TIDAL
COMMODIDTIES TRUST I
COMBINED
SCHEDULE OF INVESTMENTS
December
31, 2024
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 14,713,026
99.15 %
15,785
Total Cryptocurrency (cost $ 11,099,080 )
$ 14,713,026
99.15 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
4.41 %
$ 29,680
0.20 %
29,680
Total Cash Equivalents (cost $ 29,680 )
$ 29,680
0.20 %
TIDAL COMMODITIES TRUST I
(FORMERLY
TEUCRIUM COMMODITIES TRUST)
COMBINED 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
* Reflects the investments of the Hashdex Bitcoin Futures ETF, which was a series of the
Teucrium Commodity Trust until January 3, 2024. Please see Note 5 in the accompanying Notes to Financial Statements for more information.
The accompanying
notes are an integral part of these financial statements.
F- 4
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF OPERATIONS
Year Ended
December 31, 2024
Year Ended
December 31, 2023 *
Income
Realized and unrealized gain (loss) on trading of cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ 7,526,022
$ 1,308,803
Realized gain (loss) on investments
( 529,068 )
—
Net change in unrealized appreciation (depreciation) on investments
3,613,946
—
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
( 78,239 )
48,991
Broker interest income
63,830
16,108
Interest income
120,525
66,862
Total income (loss)
10,717,016
1,440,764
Expenses
Management fees
119,739
17,718
Professional fees
—
241,278
Distribution and marketing fees
—
8,198
Custodian fees and expenses
—
2,167
Business permits and license fees
—
19,187
General and administrative expenses
—
550
Broker expenses
15,842
—
Total expenses
135,581
289,098
Expenses waived by the Sponsor
—
( 271,380 )
Total expenses, net
135,581
17,718
Net income (loss)
$ 10,581,435
$ 1,423,046
* Reflects the operations of the Hashdex Bitcoin Futures ETF, which was a series of the
Teucrium Commodity Trust until January 3, 2024. Please see Note 5 in the accompanying Notes to Financial Statements for more information.
The accompanying notes are an integral part of
these financial statements.
F- 5
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended
Year Ended
December 31, 2024
December 31, 2023 *
Operations
Net income (loss)
$ 10,581,435
$ 1,423,046
Capital transactions
Issuance of Shares
19,806,062
367,689
Redemption of Shares
( 18,085,070 )
( 324,040 )
Total capital transactions
1,720,992
43,649
Net change in net assets
12,302,427
1,466,695
Net assets, beginning of period
$ 2,536,958
$ 1,070,263
Net assets, end of period
$ 14,839,385
$ 2,536,958
Net asset value per share at beginning of period
$ 50.74
$ 21.40
Net asset value per share at end of period
$ 106.00
$ 50.74
Creation of Shares
340,000
10,000
Redemption of Shares
( 250,000 )
( 10,004 )
* Reflects the changes in net assets of the Hashdex Bitcoin Futures ETF, which was a series
of the Teucrium Commodity Trust until January 3, 2024. Please see Note 5 in the accompanying Notes to Financial Statements for more information.
The accompanying notes are an integral part of these financial
statements.
F- 6
TIDAL
COMMODITIES TRUST I
COMBINED STATEMENTS
OF CASH FLOWS
Year Ended
Year Ended
December 31, 2024
December 31, 2023 *
Cash flows from operating activities
Net income (loss)
$ 10,581,435
$ 1,423,046
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
78,239
( 48,991 )
Net change in unrealized appreciation of investments
( 3,613,946 )
—
Net realized losses on sale of investments
529,068
—
Changes in operating assets and liabilities:
Purchases of investments
( 13,520,786 )
—
Proceeds from sale of investments
1,892,631
—
Due from broker
474,598
( 245,859 )
Interest receivable
10,212
( 7,336 )
Management fee payable to Sponsor
9,567
1,185
Net cash provided by (used in) operating activities
( 3,558,982 )
1,122,045
Cash flows from financing activities:
Proceeds from sale of Shares
19,806,069
367,689
Redemption of Shares
( 18,085,070 )
( 324,040 )
Net cash provided by (used in) financing activities
1,720,999
43,649
Net change in cash and cash equivalents
( 1,837,983 )
1,165,694
Cash and cash equivalents, beginning of period
1,867,663
701,969
Cash and cash equivalents, end of period
$ 29,680
$ 1,867,663
* Reflects the cash flows of the Hashdex Bitcoin Futures ETF, which was a series of the
Teucrium Commodity Trust until January 3, 2024. Please see Note 5 in the accompanying Notes to Financial Statements for more information.
The accompanying notes are an integral part of these financial
statements.
F- 7
HASHDEX
BITCOIN ETF
(FORMERLY
HASHDEX BITCOIN FUTURES ETF)
STATEMENTS
OF ASSETS AND LIABILITIES
December 31, 2024
December 31, 2023
Assets
Investments (1)
$ 14,713,026
$ —
Cash and cash equivalents (2)
29,680
1,867,663
Interest receivable
85
10,297
Equity in trading accounts:
Cryptocurrency futures contracts
—
129,519
Due from broker
108,214
582,908
Total equity in trading accounts
108,214
712,427
Total assets
$ 14,851,005
$ 2,590,387
Liabilities
Management fee payable to Sponsor
11,620
2,053
Equity in trading accounts:
Cryptocurrency futures contracts
—
51,376
Total liabilities
$ 11,620
$ 53,429
Net assets
$ 14,839,385
$ 2,536,958
Shares issued and outstanding
140,000
50,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 106.00
$ 50.74
Market value per share
$ 106.21
$ 50.73
(1)
Cost basis (December 31, 2024)
$ 11,099,080
(2)
Cost basis (December 31, 2024)
$ 29,680
The accompanying notes are an integral part of these financial
statements.
F- 8
HASHDEX BITCOIN ETF
SCHEDULE OF INVESTMENTS
December 31, 2024
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 14,713,026
99.15 %
15,785
Total Cryptocurrency (cost $ 11,099,080 )
$ 14,713,026
99.15 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
4.41 %
$ 29,680
0.20 %
29,680
Total Cash Equivalents (cost $ 29,680 )
$ 29,680
0.20 %
HASHDEX BITCOIN ETF
(FORMERLY HASHDEX
BITCOIN FUTURES ETF)
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 %
Fair Value
Percentage of
Net Assets
Notional Amount
(Long Exposure)
Description: Assets
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
(FORMERLY
HASHDEX BITCOIN FUTURES ETF)
STATEMENTS
OF OPERATIONS
Year Ended
December 31, 2024
Year Ended
December 31, 2023
Income
Realized and unrealized gain (loss) on trading of cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ 7,526,022
$ 1,308,803
Realized gain (loss) on investments
( 529,068 )
—
Net change in unrealized appreciation (depreciation) on investments
3,613,946
—
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
( 78,239 )
48,991
Broker interest income
63,830
16,108
Interest income
120,525
66,862
Total income (loss)
10,717,016
1,440,764
Expenses
Management fees
119,739
17,718
Professional fees
—
241,278
Distribution and marketing fees
—
8,198
Custodian fees and expenses
—
2,167
Business permits and license fees
—
19,187
General and administrative expenses
—
550
Broker expenses
15,842
—
Total expenses
135,581
289,098
Expenses waived by the Sponsor
—
( 271,380 )
Total expenses, net
135,581
17,718
Net income (loss)
$ 10,581,435
$ 1,423,046
The
accompanying notes are an integral part of these financial statements.
F- 10
HASHDEX
BITCOIN ETF
(FORMERLY
HASHDEX BITCOIN FUTURES ETF)
STATEMENTS
OF CHANGES IN NET ASSETS
Year Ended
December 31, 2024
Year Ended
December 31, 2023
Operations
Net income (loss)
$ 10,581,435
$ 1,423,046
Capital transactions
Issuance of Shares
19,806,062
367,689
Redemption of Shares
( 18,085,070 )
( 324,040 )
Total capital transactions
1,720,992
43,649
Net change in net assets
12,302,427
1,466,695
Net assets, beginning of period
$ 2,536,958
$ 1,070,263
Net assets, end of period
$ 14,839,385
$ 2,536,958
Net asset value per share at beginning of period
$ 50.74
$ 21.40
Net asset value per share at end of period
$ 106.00
$ 50.74
Creation of Shares
340,000
10,000
Redemption of Shares
( 250,000 )
( 10,004 )
The
accompanying notes are an integral part of these financial statements
F- 11
HASHDEX
BITCOIN ETF
(FORMERLY
HASHDEX BITCOIN FUTURES ETF)
STATEMENTS OF CASH FLOWS
Year Ended
Year Ended
December 31, 2024
December 31, 2023
Cash flows from operating activities
Net income (loss)
$ 10,581,435
$ 1,423,046
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
78,239
( 48,991 )
Net change in unrealized appreciation of investments
( 3,613,946 )
—
Net realized losses on sale of investments
529,068
—
Changes in operating assets and liabilities:
Purchases of investments
( 13,520,786 )
—
Proceeds from sale of investments
1,892,631
—
Due from broker
474,598
( 245,859 )
Interest receivable
10,212
( 7,336 )
Management fee payable to Sponsor
9,567
1,185
Net cash provided by (used in) operating activities
( 3,558,982 )
1,122,045
Cash flows from financing activities:
Proceeds from sale of Shares
19,806,069
367,689
Redemption of Shares
( 18,085,070 )
( 324,040 )
Net cash provided by (used in) financing activities
1,720,999
43,649
Net change in cash and cash equivalents
( 1,837,983 )
1,165,694
Cash and cash equivalents, beginning of period
1,867,663
701,969
Cash and cash equivalents, end of period
$ 29,680
$ 1,867,663
The accompanying notes are an integral part
of these financial statements.
F- 12
NOTES
TO FINANCIAL STATEMENTS
December
31, 2024
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. The combined financial statements
for the years ending December 31, 2024 and 2023 represent the assets and liabilities, schedule of investments, statement of operations,
changes in net assets and cash flows for the Hashdex Bitcoin ETF (formerly the Hashdex Bitcoin Futures ETF).
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 Fund is currently the Trust’s only publicly offered series. However,
Tidal Investments LLC (f/k/a Toroso Investments, LLC, the “Sponsor”) has filed a registration statement for another
exchange traded fund, Nexo 7RCC Spot Bitcoin and Carbon Credit Futures ETF (“BTCK”), which is a series of the Trust.
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 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
Trust and Fund qualify as an investment company solely for accounting purposes and not for any other purpose and follow the
accounting and reporting guidance under the Financial Accounting Stands Board Accounting Standards Codification Topic 946, Financial
Services - Investment Companies, but are not registered, and are not required to be registered, as an investment company under the
Investment Company Act of 1940, as mended.
On
January 2, 2024, the initial Form S-1 for DEFI was declared effective by the 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.
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 investment objective
is for changes in the shares’ (“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. Under normal market conditions, 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
assets may be invested in CME-traded bitcoin futures contracts and in 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
Fund currently offers one class of shares that has no front-end sales load, no deferred sales charge, and no redemption fee. The
Fund may issue an Unlimited number of Shares (“Shares”) of beneficial interest, with a $ 0 .00 par value. All shares
of the Fund have equal rights and privileges.
The
Fund continuously offers and redeems 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 the Sponsor from their independent legal counsel and a CFTC 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.
F- 14
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.
As
outlined in the Trust’s most recent Registration Statement on Form S-1 filing, 50,000 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.
Reclassifications
Certain prior period amounts have been reclassified on the accompanying
financial statements to conform to the current period presentation.
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 Bitcoin Futures Contracts,
as reported on the CME. CME Group staff determines the daily settlements for the Bitcoin 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.
F- 15
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.
Schedule of fair values of investments disaggregated into three levels of fair value hierarchy
TIDAL COMMODITIES TRUST I
December
31, 2024
Level 1
Level 2
Level
3
Balance as of December,
2024
Assets:
Cryptocurrency
$ —
$ 14,713,026
$ —
$ 14,713,026
Money market funds
29,680
—
—
29,680
Total
$ 29,680
$ 14,713,026
$ —
$ 14,742,706
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
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
F- 16
HASHDEX BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
December
31, 2024
Level 1
Level 2
Level
3
Balance as of December,
2024
Assets:
Cryptocurrency
$ —
$ 14,713,026
$ —
$ 14,713,026
Money market funds
29,680
—
—
29,680
Total
$ 29,680
$ 14,713,026
$ —
$ 14,742,706
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
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
For
the years ended December 31, 2024, and December 31, 2023, the Fund did not have any significant transfers between any of the levels
of the fair value hierarchy.
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 the 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 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 December 31, 2024, there were no derivative instruments included in the statements of assets and liabilities.
TIDAL COMMODITIES TRUST I
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
$ —
$ —
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
F- 18
HASHDEX BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
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
$ —
$ —
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
F- 19
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:
TIDAL COMMODITIES TRUST I
Year
ended December 31, 2024.
Realized Gain on Commodity Futures
Contracts
Net Change in Unrealized Depreciation on Commodity Futures
Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 7,526,022
$ ( 78,239 )
Year
ended December 31, 2023.*
Realized Gain on Commodity Futures
Contracts
Net Change in Unrealized Appreciation on Commodity Futures
Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 1,308,803
$ 48,991
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
HASHDEX BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
Year
ended December 31, 2024.
Realized Gain on Commodity Futures
Contracts
Net Change in Unrealized Depreciation on Commodity Futures
Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 7,526,022
$ ( 78,239 )
Year
ended December 31, 2023.*
Realized Gain on Commodity Futures
Contracts
Net Change in Unrealized Appreciation on Commodity Futures
Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 1,308,803
$ 48,991
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
F- 20
Volume of Derivative
Activities
The average notional market value categorized by primary
underlying risk for the futures contracts held was $ 3.5 million for the year ended December 31, 2024 and $ 2 .0 million for the year ended
December 31, 2023 for the Trust and the Hashdex Bitcoin ETF (Formerly the Hashdex Bitcoin Futures ETF).
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.
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.
TIDAL COMMODITIES TRUST I
Year Ended December 31, 2024
$ 6,407
Year Ended December 31, 2023*
$ 2,546
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
HASHDEX BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
Year Ended December 31, 2024
$ 6,407
Year Ended December 31, 2023*
$ 2,546
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
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.
F- 21
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.
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.
Prior to March 27, 2024, the Management Fee was 0.94 % 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 CFTC regulated investments. The Fund bears other
transaction costs related to the FCM’s 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.
F- 22
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:
TIDAL
COMMODITIES TRUST I
Year Ended December 31, 2024
$
—
Year Ended December 31, 2023*
$ 271,380
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
HASHDEX BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
Year Ended December 31, 2024
$
Year Ended December 31, 2023*
$ 271,380
* Reflects financial data for
the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for
more information.
For
the year ending December 31, 2024, the Sponsor did not waive expenses. For the year ending December 31, 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.
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 include 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. The 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.
F- 23
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.
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 years ended December 31, 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
Year
Ended
December 31, 2024
Year
Ended
December 31, 2023 *
Per Share Operation Performance
Net asset value at beginning of period
$ 50.74
$ 21.40
Income (loss) from investment operations:
Net investment income
1.02
1.59
Net realized and unrealized gain
54.99
28.09
Total Expenses
( 0.75 )
( 0.34 )
Total increase from investment operations
55.26
29.34
Net asset value at end of period
$ 106.00
$ 50.74
Total Return
108.91 %
137.06 %
Ratios to Average Net Assets (Annualized)
Total expenses
1.03 %
15.34 %
Total expenses, net
1.03 %
0.94 %
Net investment income
0.37 %
3.46 %
* Reflects financial
data for the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below,
for more information.
F- 24
HASHDEX
BITCOIN ETF
(FORMERLY HASHDEX BITCOIN FUTURES ETF)
FINANCIAL
HIGHLIGHTS
Year Ended
December 31, 2024
Year Ended
December 31, 2023 *
Per Share Operation Performance
Net asset value at beginning of period
$ 50.74
$ 21.40
Income (loss) from investment operations:
Net investment income (loss)
1.02
1.59
Net realized and unrealized gain (loss)
54.99
28.09
Total Expenses
( 0.75 )
( 0.34 )
Total increase (decrease) from investment operations
55.26
29.34
Net asset value at end of period
$ 106.00
$ 50.74
Total Return
108.91 %
137.06 %
Ratios to Average Net Assets (Annualized)
Total expenses
1.03 %
15.34 %
Total expenses, net
1.03 %
0.94 %
Net investment income (loss)
0.37 %
3.46 %
* Reflects financial data for the
Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5, below, for more
information.
Note
5 – Merger with Hashdex Bitcoin Futures ETF
As
reported by the Tidal Commodities Trust I on a Form 8-K filed with the SEC on January 3, 2024 (File No. 001- 41900), the Trust
completed the successful acquisition by merger (the “Merger”) of the Hashdex Bitcoin Futures ETF, a series of the
Teucrium Commodity Trust (the “Predecessor Fund”).
Pursuant
to the terms of the Merger, each Predecessor Fund shareholder received one share of the Fund for every one share of the Predecessor
Fund held on January 3, 2024 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. Upon the Merger closing, all of the Predecessor Fund’s shares were cancelled and the Predecessor Fund was liquidated.
The
sponsor of the Predecessor Fund, Teucrium Trading, LLC (“Prior Sponsor”), 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 Sponsor, Administrator, Digital Asset Adviser, and Prior Sponsor, the Sponsor
agreed to provide the Prior Sponsor after the Merger with a monthly amount equal to seven percent ( 7 %) of the Management Fee paid
to the Sponsor 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 the
Sponsor 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 Predecessor 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 .
F- 25
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 current benchmark index is the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS), which better reflects the Fund’s
current strategy of direct bitcoin investment. Under normal market conditions, the Fund’s 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 assets may be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Note 7 – Segment Reporting
In accordance with the FASB Accounting Standards Update (ASU) 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Fund has evaluated its business activities and determined
that it operates as a single reportable segment.
The Fund’s investment activities are managed by the Adviser, which serves
as the Chief Operating Decision Maker (“CODM”). The Adviser is responsible for assessing the Fund’s financial performance
and allocating resources. In making these assessments, the Adviser evaluates the Fund’s financial results on an aggregated basis,
rather than by separate segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly,
no additional segment disclosures are required.
The Fund primarily generates income through dividends, interest, and
realized/unrealized gains on its investment portfolio. Expenses incurred, including management fees, fund operating expenses, and transaction
costs, are considered general fund-level expenses and are not allocated to specific segments or business lines.
Management has determined that the Fund does not meet the criteria for
disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting requirements in accordance with applicable
accounting standards.
Note
8 – Subsequent Events
In
preparing these financial statements, Management has evaluated the financial statements for the year ended December 31, 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 other than as noted below.
Effective
February 10, 2025, the Management Fee for the Fund will be reduced from an annual rate of 0.90 % to an annual rate of 0.25 % of
the average daily net assets of the Fund, calculated daily and paid monthly.
In
addition, effective February 3, 2025, the Support Agreement was amended to reflect the voluntary withdrawal of the Prior Sponsor
from the Support Agreement. Accordingly, the Prior Sponsor no longer has rights to any revenue generated by the Fund and has no
further financial or operational obligations related to Fund costs, expenses, or liabilities.
F- 26
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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.