Item 1. Financial Statements
Item
1. Financial Statements.
Index
to Financial Statements
Documents
Page
TIDAL COMMODITIES TRUST I
Combined Statements of Assets and Liabilities at March 31, 2025 (Unaudited) and December 31, 2024
F-1
Combined Schedule of Investments at March 31, 2025 (Unaudited) and December 31, 2024
F-2
Combined Statements of Operations (Unaudited) for the three months ended March 31, 2025 and 2024
F-4
Combined Statements of Changes in Net Assets (Unaudited) for the three months ended March 31, 2025 and 2024
F-5
Combined Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025 and 2024
F-6
HASHDEX BITCOIN ETF
Statements of Assets and Liabilities at March 31, 2025 (Unaudited) and December 31, 2024
F-7
Schedule of Investments at March 31, 2025 (Unaudited) and December 31, 2024
F-8
Statements of Operations (Unaudited) for the three months ended March 31, 2025 and 2024
F-10
Statements of Changes in Net Assets (Unaudited) for the three months ended March 31, 2025 and 2024
F-11
Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025 and 2024
F-12
Notes to Financial Statements
F-13
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2025 (Unaudited)
December 31, 2024
Assets
Investments (1)
$ 13,000,180
$ 14,713,026
Cash and cash equivalents (2)
724
29,680
Interest receivable
5
85
Equity in trading accounts:
Due from broker
108,299
108,214
Total equity in trading accounts
108,299
108,214
Total assets
$ 13,109,208
$ 14,851,005
Liabilities
Management fee payable to Sponsor
2,871
11,620
Total liabilities
$ 2,871
$ 11,620
Net assets
$ 13,106,337
$ 14,839,385
Shares issued and outstanding
140,000
140,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 93.62
$ 106.00
Market value per share
$ 93.32
$ 106.21
(1) Cost basis
$ 11,099,080
$ 11,099,080
(2) Cost basis
$ 724
$ 29,680
(1) Cost basis $ 11,099,080 $ 11,099,080
(2) Cost basis $ 724 $ 29,680
The
accompanying notes are an integral part of these financial statements.
F- 1
TIDAL
COMMODITIES TRUST I
COMBINED
SCHEDULE OF INVESTMENTS
March
31, 2025
(Unaudited)
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 13,000,180
99.19 %
15,785
Total Cryptocurrency (cost $ 11,099,080 )
$ 13,000,180
99.19 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
4.27 %
$ 724
0.01 %
724
Total Cash Equivalents (cost $ 724 )
$ 724
0.01 %
The
accompanying notes are an integral part of these financial statements.
F- 2
TIDAL
COMMODITIES 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 %
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
March 31, 2025
Three Months Ended
March 31, 2024 *
Income
Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ —
$ 7,635,018
Net change in unrealized appreciation (depreciation) on investments
( 1,712,846 )
259,390
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
( 77,359 )
Broker interest income
85
59,803
Interest income
98
118,946
Total income (loss)
( 1,712,663 )
7,995,798
Expenses
Management fees
20,385
42,381
Broker expenses
—
16,148
Total expenses
20,385
58,529
Total expenses, net
20,385
58,529
Net income (loss)
$ ( 1,733,048 )
$ 7,937,269
* Reflects the operations
of the Hashdex Bitcoin Futures ETF, which was a series of 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 CHANGES IN NET ASSETS
(Unaudited)
Three Months Ended
Three Months Ended
March 31, 2025
March 31, 2024 *
Operations
Net income (loss)
$ ( 1,733,048 )
$ 7,937,269
Capital transactions
Issuance of Shares
—
17,089,625
Redemption of Shares
—
( 16,214,018 )
Total capital transactions
—
875,607
Net change in net assets
( 1,733,048 )
8,812,876
Net assets, beginning of period
$ 14,839,385
$ 2,536,958
Net assets, end of period
$ 13,106,337
$ 11,349,834
Net asset value per share at beginning of period
$ 106.00
$ 50.74
Net asset value per share at end of period
$ 93.62
$ 81.07
Creation of Shares
—
310,000
Redemption of Shares
—
( 220,000 )
* Reflects the operations of the Hashdex Bitcoin Futures ETF, which was a series of 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 CASH FLOWS
(Unaudited)
Three Months Ended
March 31, 2025
Three Months Ended
March 31, 2024 *
Cash flows from operating activities
Net income (loss)
$ ( 1,733,048 )
$ 7,937,269
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
—
77,359
Changes in operating assets and liabilities:
Investments
1,712,846
( 10,837,413 )
Due from broker
( 85 )
349,661
Interest receivable
80
( 49,514 )
Management fee payable to Sponsor
( 8,749 )
17,154
Net cash provided by (used in) operating activities
( 28,956 )
( 2,505,484 )
Cash flows from financing activities:
Proceeds from sale of Shares
—
17,089,625
Redemption of Shares
—
( 16,214,018 )
Net cash provided by (used in) financing activities
—
875,607
Net change in cash and cash equivalents
( 28,956 )
( 1,629,877 )
Cash and cash equivalents, beginning of period
29,680
1,867,663
Cash and cash equivalents, end of period
$ 724
$ 237,786
* Reflects the operations of the Hashdex Bitcoin Futures ETF, which was a series of 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
HASHDEX BITCOIN
ETF
STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2025 (Unaudited)
December 31, 2024
Assets
Investments (1)
$ 13,000,180
$ 14,713,026
Cash and cash equivalents (2)
724
29,680
Interest receivable
5
85
Equity in trading accounts:
Due from broker
108,299
108,214
Total equity in trading accounts
108,299
108,214
Total assets
$ 13,109,208
$ 14,851,005
Liabilities
Management fee payable to Sponsor
2,871
11,620
Total liabilities
$ 2,871
$ 11,620
Net assets
$ 13,106,337
$ 14,839,385
Shares issued and outstanding
140,000
140,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 93.62
$ 106.00
Market value per share
$ 93.32
$ 106.21
(1) Cost basis
$ 11,099,080
$ 11,099,080
(2) Cost basis
$ 724
$ 29,680
(1) Cost basis $ 11,099,080 $ 11,099,080
(2) Cost basis $ 724 $ 29,680
The accompanying notes are an integral part of these financial statements.
F- 7
HASHDEX BITCOIN
ETF
SCHEDULE OF INVESTMENTS
March 31, 2025
(Unaudited)
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 13,000,180
99.19 %
15,785
Total Cryptocurrency (cost $ 11,099,080 )
$ 13,000,180
99.19 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
4.41 %
$ 724
0.01 %
724
Total Cash Equivalents (cost $ 724 )
$ 724
0.01 %
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 %
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
March 31, 2025
March 31, 2024 *
Income
Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ —
$ 7,635,018
Net change in unrealized appreciation (depreciation) on investments
( 1,712,846 )
259,390
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
( 77,359 )
Broker interest income
85
59,803
Interest income
98
118,946
Total income (loss)
( 1,712,663 )
7,995,798
Expenses
Management fees
20,385
42,381
Broker expenses
—
16,148
Total expenses
20,385
58,529
Total expenses, net
20,385
58,529
Net income (loss)
$ ( 1,733,048 )
$ 7,937,269
* Reflects the operations of the Hashdex Bitcoin Futures ETF, which was a series of 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- 10
HASHDEX BITCOIN
ETF
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Three Months Ended
Three Months Ended
March 31, 2025
March 31, 2024 *
Operations
Net income (loss)
$ ( 1,733,048 )
$ 7,937,269
Capital transactions
Issuance of Shares
—
17,089,625
Redemption of Shares
—
( 16,214,018 )
Total capital transactions
—
875,607
Net change in net assets
( 1,733,048 )
8,812,876
Net assets, beginning of period
$ 14,839,385
$ 2,536,958
Net assets, end of period
$ 13,106,337
$ 11,349,834
Net asset value per share at beginning of period
$ 106.00
$ 50.74
Net asset value per share at end of period
$ 93.62
$ 81.07
Creation of Shares
—
310,000
Redemption of Shares
—
( 220,000 )
* Reflects the operations of the Hashdex Bitcoin Futures ETF, which was a series of 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- 11
HASHDEX BITCOIN
ETF
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31, 2025
Three Months Ended
March 31, 2024 *
Cash flows from operating activities
Net income (loss)
$ ( 1,733,048 )
$ 7,937,269
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
—
77,359
Changes in operating assets and liabilities:
Investments
1,712,846
( 10,837,413 )
Due from broker
( 85 )
349,661
Interest receivable
80
( 49,514 )
Management fee payable to Sponsor
( 8,749 )
17,154
Net cash provided by (used in) operating activities
( 28,956 )
( 2,505,484 )
Cash flows from financing activities:
Proceeds from sale of Shares
—
17,089,625
Redemption of Shares
—
( 16,214,018 )
Net cash provided by (used in) financing activities
—
875,607
Net change in cash and cash equivalents
( 28,956 )
( 1,629,877 )
Cash and cash equivalents, beginning of period
29,680
1,867,663
Cash and cash equivalents, end of period
$ 724
$ 237,786
* Reflects the operations of the Hashdex Bitcoin Futures ETF, which was a series of 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- 12
NOTES
TO FINANCIAL STATEMENTS
March
31, 2025 (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 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 amended.
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 of beneficial interest no par value (the “Share”)
for each share of the Predecessor Fund they owned prior to the Merger. See Note 5 - Merger with Hashdex Bitcoin Futures ETF
for more information on 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’ 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. All shares
of the Fund have equal rights and privileges.
The
Fund continuously offers and redeems Shares in blocks of 10,000
Shares (each such block, a “Creation Unit”) at a price per Share equal to NAV. Only “Authorized Participants” may purchase and redeem Shares from the Fund and then only in Creation Units at NAV. 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.
Significant
accounting policies of the Fund are as follows:
Use
of Estimates
The
preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (the “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.
F- 13
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.
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.
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 (the “Sub-Administrator”), will calculate the NAV of the Fund once each trading day. Global Fund
Services 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 determine the NAV of 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:
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.
F- 14
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
March
31, 2025
Level 1
Level 2
Level 3
Balance as of March 31, 2025
Assets:
Cryptocurrency
$ —
$ 13,000,180
$ —
$ 13,000,180
Money market funds
724
—
—
724
Total
$ 724
$ 13,000,180
$ —
$ 13,000,904
December
31, 2024
Level 1
Level 2
Level 3
Balance as of December 31, 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
For
the three months ended March 31, 2025 and the year ended December 31, 2024, 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 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- 15
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 March 31, 2025.
Realized
Gain (Loss) on Commodity Futures Contracts
Net
Change in Unrealized Appreciation/ Depreciation on Commodity Futures Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ —
—
Three
months ended March 31, 2024.
Realized Gain (Loss) on Commodity Futures Contracts
Net Change in Unrealized Appreciation/ Depreciation
on Commodity Futures Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 7,635,018
$ ( 77,359 )
As
of March 31, 2025 and December 31, 2024, there were no derivative instruments included in the Combined Statements of Assets and
Liabilities.
Volume
of Monthly Derivative Activities
The
average notional market value categorized by primary un derlying risk f or futures contracts held was $ 0 and $ 9.4
million for the three months ended March 31, 2025, and March 31, 2024, respectively.
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.
F- 16
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.
Three Months Ended March 31, 2025
$ 0
Three Months Ended March 31, 2024
$ 5,781
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.
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.
F- 17
Note
2 – Sponsor Fee Allocation of Expenses and Related Party Transactions
Effective
February 10, 2025, the Fund pays the Sponsor a management fee, monthly in arrears, in an amount equal to 0.25 % per annum of the
daily net assets of the Fund (the “Management Fee”). Prior to February 10, 2025, the annualized rate was 0.90 %. 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 (as defined below), Sub-Administrator, Cash Custodian and Bitcoin Custodian
(as defined below), Marketing Agent (as defined below), Transfer Agent (as defined below), 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:
For
the three months ending March 31, 2025 and March 31, 2024, the Sponsor did not waive 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 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 Bitco in C ustodian 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”). 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.
Su pp ort
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 three months ended March 31,
2025 and 2024 . 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.
F- 18
HASHDEX BITCOIN ETF
(FORMERLY HASHDEX BITCOIN FUTURES ETF)
FINANCIAL
HIGHLIGHTS
Three Months Ended
March 31, 2025
Three Months Ended
March 31, 2024 *
Per Share Operation Performance
Net asset value at beginning of period
$ 106.00
$ 50.74
Income (loss) from investment operations:
Investment income
0.00
0.62
Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts
( 12.23 )
29.91
Total expenses
( 0.15 )
( 0.20 )
Net increase (decrease) in net asset value
( 12.38 )
30.33
Net asset value at end of period
$ 93.62
$ 81.07
Total Return
- 11.68 %
59.78 %
Ratios to Average Net Assets (Annualized)
Total expenses
0.56 %
1.30 %
Total expenses, net
0.56 %
1.30 %
Net investment income (loss)
- 0.55 %
2.67 %
* Reflects the operations
of the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5 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 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.
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 Benchmark, which better reflects the Fund’s
new strategy of direct bitcoin investment. 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.
F- 19
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 Sponsor, which serves as the Chief Operating Decision Maker (“CODM”).
The Sponsor is responsible for assessing the Fund’s financial performance and allocating resources. In making these assessments,
the Sponsor 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 three months ended March, 31,
2025 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- 20
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.