Hashdex Commodities Trust 10-K

Item 9A. 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. Management ’ s Annual Report on Internal Control over Financial Reporting Management of the Sponsor, on behalf of the Trust and the Fund are responsible for establishing and maintaining adequate internal control over financial reporting. The Trust and the Fund’s internal control system is designed to provide reasonable assurance to the Sponsor regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management of the Sponsor, including Guillermo Trias, the Sponsor’s Principal Executive Officer and Ronnie Riven, the Sponsor’s Principal Financial Officer of the Sponsor, who perform functions equivalent to those of a principal executive officer and principal financial officer of the Trust if the Trust had any officers, assessed the effectiveness of the Trust’s and the Fund’s internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria in the Internal Control - Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 . Based on the assessment, Management believes that, as of December 31, 2024, the internal control over financial reporting is effective for the Trust and the Fund thereof. 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 year that has materially affected, or is reasonably likely to materially affect, the Trust’s or the Fund’s internal control over financial reporting. 51 Item 9B. Other Information None of the Sponsor’s officers have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non- Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the Trust or the Fund for the three months ended December 31, 2024. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant Principals and Key Personnel of the Sponsor. The Trust is managed by the Sponsor and has no directors, executive officers or employees. Accordingly, the Trust does not have an audit committee, audit committee financial expert, or nominating committee. Pursuant to the terms of the Trust Agreement, the Trust’s affairs are managed by the Sponsor. The following principals of the Sponsor serve in the below mentioned capacities: Guillermo Trias , born in 1976, has served as the Co-Founder and CEO of Tidal Investments LLC since November 1, 2015. In his role, he oversees the overall strategic direction, management, and operational aspects of the firm’s ETF investment platforms. Mr. Trias was approved as a Principal of the Sponsor by the NFA on February 7, 2022. He holds a Business Administration degree from CUNEF and an MBA from the Kellogg School of Management at Northwestern University. Mr. Ronnie Riven , born in 1984, is the Chief Financial Officer of the Sponsor, a Tidal Financial Group company. Before joining the Sponsor in March 2024, Ronnie served as Head of Finance & Business Management at Global X ETFs, which manages over 100 funds and over $40 billion in assets under management. At Global X since 2018, Ronnie oversaw all finance and accounting operations, as well as leading the firm’s IT, Human Resources, and other business management functions. Ronnie began his career as a public accountant working for BDO USA, LLP from 2006-2012. He has also served as Manager of Financial Reporting at National Grid USA from 2012-2015 and Director of Accounting and Finance at Barclays Center from 2016-2018. Ronnie holds a BS degree in Accounting from Hofstra University and is a Certified Public Accountant in the state of New York. Mr. Michael Venuto , born in 1977, has been the Chief Investment Officer at Tidal Investments LLC since March 12, 2012. His responsibilities at Tidal include the strategic planning and execution of ETF-based investment strategies, focusing on innovation and market responsiveness. Mr. Venuto was approved as a Principal of the Sponsor by the NFA on February 25, 2022. Mr. Dan Carlson , born in 1955, has been the Chief of Staff at Tidal Investments LLC since March 2024 and previously served as CFO and CCO from between March 2012 and March 2024. His responsibilities involve overseeing the company’s financial operations, human resource management and overall business risk management. He holds a BS degree in Accounting from the University of Illinois, Champaign-Urbana. Mr. Carlson was approved as a Principal of the Sponsor by the NFA on February 7, 2022. Mr. Eric Falkeis , born in 1973, has been the Chief Growth Officer at Tidal Investments LLC since November 1, 2018, and co-founded Tidal ETF Services. His role at Tidal involves leading business development and growth strategy initiatives. Mr. Falkeis is a CPA and holds a BS degree in Accounting from Marquette University. As of the date hereof, his application to be listed as a Principal of the Sponsor is currently pending with the NFA. Mr. Gavin Filmore , born in 1984, joined Tidal Investments LLC as the Head of Product Development in August 2021 and was promoted to COO in July 2022. Before joining Tidal, he worked at Barclays Investment Bank, a leading global investment bank offering services in investment management, wealth management, and corporate banking, from August 2017 to September 2021. His focus at Barclays was on Exchange Traded Products. Mr. Filmore holds a BS in Finance from Northeastern University. He was approved as a Principal of Tidal Investments LLC and registered as an Associated Person of the Sponsor by the NFA on March 8, 2022. 52 Mr. William Woolverton , born in 1951, has been the Chief Compliance Officer of Tidal Investments LLC, Tidal ETF Trust, and Tidal Trust II since November 10, 2022. Prior to joining Tidal, he was a Senior Principal Consultant at ACA Group, a firm specializing in governance, risk, and compliance services for financial institutions, from March 2020 to October 2022. Before ACA Group, Mr. Woolverton served as Managing Director - US at Waystone, a company offering comprehensive fund governance, risk, compliance, and administration services to the asset management industry, from April 2016 to December 2019. Mr. Woolverton received his M.A. from King’s College, Cambridge University, and a law degree from Columbia University School of Law. He was approved as a Principal of the Sponsor by the NFA on April 5, 2023. Family Relationships There are no family relationships between the Sponsor’s executive officers. Involvement in Certain Legal Proceedings None of the Sponsor’s executive officers or members of the Board of Managers has been involved in any of the following events during the past ten years: a) any bankruptcy petition filed by or against any business or property of such person or any partnership or business in which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; b) any conviction in a criminal proceeding or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offences); c) being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; d) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; e) being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or f) being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Code of Ethics The Sponsor has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) which applies to all of its managers, officers (including senior financial officers) and employees. The Sponsor’s Code of Ethics covers all officers and employees that manage the Trust and the Fund. A printed copy of the Code of Ethics is available to any person free of charge, upon request, by contacting the Sponsor at: Tidal Investments LLC 234 West Florida Street Suite 203 Milwaukee, Wisconsin 53204 Phone: (844) 986-7700 53 If the Sponsor makes any amendments to the Code of Ethics or grant any waivers, including any implicit waiver, from a provision of its Code of Ethics, Sponsor will disclose the nature of such amendment or waiver on the Fund’s website. The information on the Fund’s website is not incorporated by reference into this Annual Report. Insider Trading Policy The Sponsor has adopted an insider trading policy applicable to the Sponsor’s directors, officers and employees, which is included as an exhibit to this annual report on Form 10-K. Item 11. Executive Compensation The Trust does not directly compensate any of the executive officers of the Sponsor. The executive officers of the Sponsor are compensated by the Sponsor for the work they perform on behalf of the Trust. The Trust does not set the amount or form of any portion of the compensation paid to the executive officers by the Sponsor. The Fund is obligated to pay a management fee to the Sponsor at an annualized rate of 0.25% of average daily net assets. The Sponsor has the right to elect to waive the management fee for the Fund; that election may be changed by the Sponsor. As of December 31, 2024 the Fund was not operational and as such there were no management fees to the Sponsor. While as noted above the executive officers of the Sponsor are not compensated directly by the Trust, the Sponsor has adopted compliance policies and procedures effective as of November 14, 2023 as required to comply with NYSE Arca Rule 5.3-E(p) on the recovery of erroneously awarded compensation. The Trust will recover reasonably promptly the amount of any erroneously awarded incentive-based compensation in the event that the Trust is required to prepare an accounting restatement due to the material noncompliance of the Trust with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners. The following table sets forth information with respect to each person known to own beneficially more than 5% of the outstanding Shares of the Fund as of December 31, 2024, based on information known to the Sponsor. Name and Address of Beneficial Owner Amount and nature of Beneficial Ownership Percent of Class National Financial Services LLC 200 Liberty Street, New York, NY 10281 43,112 shares 30.79% J.P. Morgan Securities LLC/JPMC 383 Madison Ave, New York, NY 10179 26,422 shares 18.87% Charles Schwab & Co., Inc. 101 Montgomery Street, San Francisco, CA 94104 22,531 shares 16.09% JPMorgan Chase Bank, National Association 14201 Dallas Parkway, Chase International Plaza Dallas, TX 75254-2916 11,024 shares 7.87% Security Ownership of Management. As of the date of this prospectus, the Sponsor owned 507% shares of the Fund and none of the principals of the Sponsor owned any Shares of the Fund. 54 Change of Control. Neither the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in the control of the Trust. The Trust has no securities authorized for issuance under equity compensation plans. Item 13. Certain Relationships and Related Transactions and Director Independence Neither the Trust nor the Fund entered into any transaction in which any related person had a direct or indirect material interest and the Trust and the Fund do not propose to enter into any such transaction. The Trust has no directors or executive officers; therefore, no determination has been made relative to director independence. Item 14. Principal Accountant and Audit Fees and Services Fees paid for services performed by Tait, Weller & Baker LLP, for the year ended December 31, 2024 were: Year Ended December 31, 2024 Audit Fees $ 13,250 Audit-Related Fees $ 3,750 Tax Fees $ — All Other Fees $ — The Sponsor approved all services provided by Tait, Weller & Baker LLP, above. The Sponsor preapproves all audit, non-audit, tax preparation, and tax accounting services, if any, of the Trust’s independent registered public accounting firm and tax accounting firm, including all engagement fees and terms. 55 PART IV Item 15. Exhibits and Financial Statements Schedules 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). 4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024) 10.1 Form of Authorized Purchaser Agreement (incorporated by reference to Exhibit B of 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) 10.2 Form of Distribution Services Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023) 10.3 Form of Custody Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023) 10.4 Form of Bitcoin Custody Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (333-276254), filed with the SEC on December 26, 2023) 10.5 Form of Fund Accounting Servicing Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023) 10.6 Form of Transfer Agent Servicing Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023) 10.7 Form of Fund Administration Servicing Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023) 10.8 Amended and Restated ‘33 Act Fund Platform Support Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023) 19.1 * Insider Trading Policies and Procedures 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 97.1 Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024) 101* Interactive Data Files of Financial Statements and Notes. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary Not applicable. 56 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 By: /s/ Ronnie Riven Name: Ronnie Riven Chief Financial Officer Date: March 25, 2025 57