UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒ Quarterly
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for
the quarterly period ended June 30, 2025
OR
☐ Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for
the transition period from to
Commission
File Number: 001-41900
Tidal
Commodities Trust I
(Exact
name of registrant as specified in its charter)
Delaware
92-6468665
(State
or other jurisdiction of
incorporation or organization)
(I.R.S.
Employer
Identification No.)
234
West Florida Street , Suite 203 Milwaukee , WI 53204
(Address
of principal executive offices) (Zip code)
(844)
986-7700
(Registrant’s
telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title
of each Class
Trading
Symbol
Name
of each exchange on which registered
Shares
of beneficial interest, no par value, of Hashdex Bitcoin ETF, a series of the Registrant
DEFI
NYSE
Arca, Inc.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated Filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As
of June 30, 2025, there were 120,000 shares of beneficial interest, no par value, of Hashdex Bitcoin ETF issued and outstanding.
Part
I. FINANCIAL INFORMATION
Item
1. Financial Statements.
Index
to Financial Statements
Documents
Page
TIDAL COMMODITIES TRUST I
Combined Statements of Assets and Liabilities at June 30, 2025 (Unaudited) and December 31, 2024
F-1
Combined Schedule of Investments at June 30, 2025 (Unaudited) and December 31, 2024
F-2
Combined Statements of Operations (Unaudited) for the three months ended June 30, 2025 and 2024 and six months ended June 30, 2025 and 2024
F-4
Combined Statements of Changes in Net Assets (Unaudited) for the six months ended June 30, 2025 and 2024
F-5
Combined Statements of Cash Flows (Unaudited) for the six months ended June 30, 2025 and 2024
F-6
HASHDEX BITCOIN ETF
Statements of Assets and Liabilities at June 30, 2025 (Unaudited) and December 31, 2024
F-7
Schedule of Investments at June 30, 2025 (Unaudited) and December 31, 2024
F-8
Statements of Operations (Unaudited) for the three months ended June 30, 2025 and 2024 and six months ended June 30, 2025 and 2024
F-10
Statements of Changes in Net Assets (Unaudited) for the three months ended June 30, 2025 and 2024
F-11
Statements of Cash Flows (Unaudited) for the three months ended June 30, 2025 and 2024
F-12
Notes to Financial Statements
F-13
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2025 (Unaudited)
December 31, 2024 *
Assets
Investments (1)
$ 14,522,529
$ 14,713,026
Cash and cash equivalents (2)
74,496
29,680
Interest receivable
148
85
Equity in trading accounts:
Due from broker
30,711
108,214
Total equity in trading accounts
30,711
108,214
Total assets
$ 14,627,884
$ 14,851,005
Liabilities
Management fee payable to Sponsor
2,790
11,620
Total liabilities
$ 2,790
$ 11,620
Net assets
$ 14,625,094
$ 14,839,385
Shares issued and outstanding
120,000
140,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 121.88
$ 106.00
Market value per share
$ 121.74
$ 106.21
(1) Cost basis
$ 9,706,036
$ 11,099,080
(2) Cost basis
$ 74,496
$ 29,680
* Reflects
the assets and liabilities 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.
(1) Cost basis $ 19,706,036 $ 11,099,080
(2) Cost basis $ 74,496 $ 29,680
The
accompanying notes are an integral part of these financial statements.
F- 1
TIDAL
COMMODITIES TRUST I
COMBINED SCHEDULE OF INVESTMENTS
June
30, 2025 (Unaudited)
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 14,522,529
99.30 %
13,487
Total Cryptocurrency (cost $ 9,706,036 )
$ 14,522,529
99.30 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
4.26 %
$ 74,496
0.51 %
74,496
Total Cash Equivalents (cost $ 74,496 )
$ 74,496
0.51 %
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 June 30, 2025
Three
Months Ended June 30, 2024
Six Months Ended June 30, 2025
Six Months Ended June 30, 2024 *
Income
Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ ( 4,173 )
$ ( 89,684 )
$ ( 4,173 )
$ 7,545,334
Realized gain (loss) on cryptocurrency futures contracts
1,083,215
—
1,083,215
—
Net change in unrealized appreciation (depreciation) on investments
2,915,393
( 1,902,331 )
1,202,547
( 1,642,941 )
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
( 8,508 )
—
( 85,868 )
Broker interest income
95
3,684
180
63,488
Interest income
227
923
325
119,869
Total income (loss)
3,994,757
( 1,995,916 )
2,282,094
5,999,882
Expenses
Management fees
8,794
26,636
29,179
69,017
Broker expenses
48
—
48
16,148
Total expenses
8,842
26,636
29,227
85,165
Total expenses, net
8,842
26,636
29,227
85,165
Net income (loss)
$ 3,985,915
$ ( 2,022,552 )
$ 2,252,867
$ 5,914,717
* 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)
Six
Months Ended June 30, 2025
Six
Months Ended June 30, 2024 *
Operations
Net
income (loss)
$ 2,252,867
$ 5,914,717
Capital
transactions
Issuance
of Shares
2,144,314
18,711,813
Redemption
of Shares
( 4,611,472 )
( 16,214,018 )
Total
capital transactions
( 2,467,158 )
2,497,795
Net
change in net assets
( 214,291 )
8,412,512
Net
assets, beginning of period
$ 14,839,385
$ 2,536,958
Net
assets, end of period
$ 14,625,094
$ 10,949,470
Net
asset value per share at beginning of period
$ 106.00
$ 50.74
Net
asset value per share at end of period
$ 121.88
$ 68.43
Creation of Shares
20,000
330,000
Redemption of Shares
( 40,000 )
( 220,000 )
* Reflects
the changes in net assets 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)
Six Months Ended June 30, 2025
Six Months Ended June 30, 2024 *
Cash flows from operating activities
Net income (loss)
$ 2,252,867
$ 5,914,717
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
85,868
Changes in operating assets and liabilities:
Investments
190,497
( 10,676,172 )
Due from broker
77,503
354,444
Interest receivable
( 63 )
10,030
Management fee payable to Sponsor
( 8,830 )
6,886
Net cash provided by (used in) operating activities
2,511,974
( 4,304,227 )
Cash flows from financing activities:
Proceeds from sale of Shares
2,144,314
18,711,813
Redemption of Shares
( 4,611,472 )
( 16,214,018 )
Net cash provided by (used in) financing activities
( 2,467,158 )
2,497,795
Net change in cash and cash equivalents
44,816
( 1,806,432 )
Cash and cash equivalents, beginning of period
29,680
1,867,663
Cash and cash equivalents, end of period
$ 74,496
$ 61,231
* Reflects
the cash flows 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
June 30, 2025 (Unaudited)
December 31, 2024 *
Assets
Investments (1)
$ 14,522,529
$ 14,713,026
Cash and cash equivalents (2)
74,496
29,680
Interest receivable
148
85
Equity in trading accounts:
Due from broker
30,711
108,214
Total equity in trading accounts
30,711
108,214
Total assets
$ 14,627,884
$ 14,851,005
Liabilities
Management fee payable to Sponsor
2,790
11,620
Total liabilities
$ 2,790
$ 11,620
Net assets
$ 14,625,094
$ 14,839,385
Shares issued and outstanding
120,000
140,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 121.88
$ 106.00
Market value per share
$ 121.74
$ 106.21
(1) Cost basis
$ 9,706,036
$ 11,099,080
(2) Cost basis
$ 74,496
$ 29,680
* Reflects
the assets and liabilities 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.
(1) Cost basis $ 19,706,036 $ 11,099,080
(2) Cost basis $ 74,496 $ 29,680
The
accompanying notes are an integral part of these financial statements.
F- 7
HASHDEX
BITCOIN ETF
SCHEDULE OF INVESTMENTS
June
30, 2025 (Unaudited)
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 14,522,529
99.30 %
13,487
Total Cryptocurrency (cost $ 9,706,036 )
$ 14,522,529
99.30 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
4.26 %
$ 74,496
0.51 %
74,496
Total Cash Equivalents (cost $ 74,496 )
$ 74,496
0.51 %
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 June 30, 2025
Three
Months Ended June 30, 2024
Six Months Ended June 30, 2025
Six Months Ended June 30, 2024 *
Income
Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ ( 4,173 )
$ ( 89,684 )
$ ( 4,173 )
$ 7,545,334
Realized gain (loss) on cryptocurrency futures contracts
1,083,215
—
1,083,215
—
Net change in unrealized appreciation (depreciation) on investments
2,915,393
( 1,902,331 )
1,202,547
( 1,642,941 )
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
( 8,508 )
—
( 85,868 )
Broker interest income
95
3,684
180
63,488
Interest income
227
923
325
119,869
Total income (loss)
3,994,757
( 1,995,916 )
2,282,094
5,999,882
Expenses
Management fees
8,794
26,636
29,179
69,017
Broker expenses
48
—
48
16,148
Total expenses
8,842
26,636
29,227
85,165
Total expenses, net
8,842
26,636
29,227
85,165
Net income (loss)
$ 3,985,915
$ ( 2,022,552 )
$ 2,252,867
$ 5,914,717
* 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)
Six
Months Ended June 30, 2025
Six
Months Ended June 30, 2024 *
Operations
Net
income (loss)
$ 2,252,867
$ 5,914,717
Capital
transactions
Issuance
of Shares
2,144,314
18,711,813
Redemption
of Shares
( 4,611,472 )
( 16,214,018 )
Total
capital transactions
( 2,467,158 )
2,497,795
Net
change in net assets
( 214,291 )
8,412,512
Net
assets, beginning of period
$ 14,839,385
$ 2,536,958
Net
assets, end of period
$ 14,625,094
$ 10,949,470
Net
asset value per share at beginning of period
$ 106.00
$ 50.74
Net
asset value per share at end of period
$ 121.88
$ 68.43
Creation of Shares
20,000
330,000
Redemption of Shares
( 40,000 )
( 220,000 )
* Reflects
the changes in net assets 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)
Six Months Ended
June 30, 2025
Six Months Ended
June 30, 2024 *
Cash flows from operating activities
Net income (loss)
$ 2,252,867
$ 5,914,717
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
85,868
Changes in operating assets and liabilities:
Investments
190,497
( 10,676,172 )
Due from broker
77,503
354,444
Interest receivable
( 63 )
10,030
Management fee payable to Sponsor
( 8,830 )
6,886
Net cash provided by (used in) operating activities
2,511,974
( 4,304,227 )
Cash flows from financing activities:
Proceeds from sale of Shares
2,144,314
18,711,813
Redemption of Shares
( 4,611,472 )
( 16,214,018 )
Net cash provided by (used in) financing activities
( 2,467,158 )
2,497,795
Net change in cash and cash equivalents
44,816
( 1,806,432 )
Cash and cash equivalents, beginning of period
29,680
1,867,663
Cash and cash equivalents, end of period
$ 74,496
$ 61,231
* Reflects
the cash flows 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
June
30, 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
June
30, 2025
Level
1
Level
2
Level
3
Balance
as of
June
30, 2025
Assets:
Cryptocurrency
$ —
$ 14,522,529
$ —
$ 14,522,529
Money
market funds
74,496
—
—
74,496
Total
$ 74,496
$ 14,522,529
$ —
$ 14,597,025
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 June 30, 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:
Six
months ended June 30, 2025.
Realized
Gain
(Loss) on
Commodity
Futures Contracts
Net Change in
Unrealized
Appreciation/
Depreciation on
Commodity Futures
Contracts
Cryptocurrency
Price
Bitcoin
futures contracts
$ ( 4,173 )
—
Three
months ended June 30, 2025.
Realized
Gain
(Loss) on
Commodity
Futures Contracts
Net
Change in
Unrealized
Appreciation/
Depreciation on
Commodity Futures
Contracts
Cryptocurrency
Price
Bitcoin
futures contracts
$ ( 4,173 )
$ —
As
of June 30, 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 underlying risk for futures contracts held was $ 0 and $ 0 million respectively
for the three and six months ended June 30, 2025. and $ 312.9 and $ 6.4 million respectively for the three and six months ended
June 30, 2024.
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 June 30, 2025
$ 148
Three
Months Ended June 30, 2024
$ 505
Six
Months Ended June 30, 2025
$ 148
Six
Months Ended June 30, 2024
$ 6,286
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 June 30, 2025 and June 30, 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. 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”). The Marketing Agent Agreement among the Marketing Agent and
the Trust calls for the Marketing Agent to work with the Custodian in connection with the receipt and processing of orders for
Creation Baskets and Redemption Baskets and the review and approval of all Fund sales literature and advertising material. The
Marketing Agent’s principal business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. The Marketing Agent
is a broker-dealer registered with the SEC and a member of FINRA.
Support
Agent
The
Administrator also assists the Fund and the Sponsor with certain functions and duties relating to administration and marketing,
which include the following: marketing and sales strategy and marketing related services.
Digital
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 and six months ended June
30, 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
Three
Months
Ended
Six
Months Ended
Six
Months Ended
June
30, 2025
June
30, 2024
June
30, 2025
June
30, 2024 *
Per
Share Operation Performance
Net
asset value at beginning of period
$ 93.62
$ 81.07
$ 106.00
$ 50.74
Income
(loss) from investment operations:
Investment
income (loss)
0.00
( 0.14 )
0.00
0.44
Net
realized and unrealized gain (loss) on investments and cryptocurrency futures contracts
28.33
( 12.50 )
16.09
17.25
Total
expenses
( 0.07 )
—
( 0.21 )
—
Net
increase (decrease) in net asset value
28.26
( 12.64 )
15.88
17.69
Net
asset value at end of period
$ 121.88
$ 68.43
$ 121.88
$ 68.43
Total
Return
30.19 %
( 15.59 )%
14.98 %
34.87 %
Ratios
to Average Net Assets (Annualized)
Total
expenses
0.25 %
0.90 %
0.41 %
1.14 %
Total
expenses, net
0.25 %
0.90 %
0.41 %
1.14 %
Net
investment income (loss)
( 0.24 )%
- 0.74 %
- 0.40 %
1.31 %
* 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 investme
nt. 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 June, 30, 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
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This
information should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly
Report (the “ Report ” ). The discussion and analysis which follows may contain trend analysis and other
forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current
views with respect to future events and financial results. Words such as “ anticipate, ” “ expect, ”
“ intend, ” “ plan, ” “ believe, ” “ seek, ” “ outlook ”
and “ estimate, ” as well as similar words and phrases, signify forward-looking statements. The forward-looking
statements of Tidal Commodities Trust I (the “ Trust ” ) are not a guarantee of future results and conditions,
and important factors, risks and uncertainties may cause our actual results to differ materially from those expressed in our forward-looking
statements. Whether or not actual results and developments will conform to our Sponsor’s expectations and predictions, however,
is subject to a number of risks and uncertainties, including the special considerations discussed in this Report; general economic,
market and business conditions; changes in laws or regulations, including those concerning taxes, made by governmental authorities
or regulatory bodies; the costs and effect of any litigation or regulatory investigations; technology developments regarding the
use of bitcoin and other digital assets, including the systems used by Tidal Investments LLC (the “ Sponsor ”)
in its provision of services to the Trust; the Sponsor’s conflict of interest in allocating resources among its different
clients and the pursuit of future business or investment opportunities by the Sponsor, its officers and/or affiliated entities;
and other world economic and political developments.
These
and other risks and uncertainties, which are described in more detail in our Annual Report on Form 10-K, filed with the SEC on
March 25, 2025, could cause our actual results to differ materially from those expressed or implied by the forward-looking statements
in this report. You should not place undue reliance on any forward- looking statements. Except as expressly required by the Federal
securities laws, the Sponsor undertakes no obligation to publicly update or revise any forward-looking statements or the risks,
uncertainties or other factors described in this Report, as a result of new information, future events or changed circumstances
or for any other reason after the date of this Report.
Overview/Introduction
Tidal
Commodities Trust I (“Trust”), a Delaware statutory trust organized on February 10, 2023, is a series trust currently
consisting of one series: Hashdex Bitcoin ETF (f/k/a Hashdex Bitcoin Futures ETF) (“DEFI” or the “Fund”).
The Trust also includes one additional series, the 7RCC Spot Bitcoin and Carbon Credit Futures ETF, which may be publicly offered
in the future. The Fund is a commodity pool. The Fund issues shares of beneficial interest, with no par value (the “Shares”),
representing fractional undivided beneficial interests in the Fund. The Fund’s investment objective is for changes in the
Shares’ net asset value (“NAV”) to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price
- Settlement (NQBTCS) (the “Benchmark”), less expenses from the Fund’s operations. The Benchmark is designed
to track the price performance of bitcoin. The Fund invests in bitcoin, bitcoin futures contracts (“Bitcoin Futures Contracts”)
listed on the Chicago Mercantile Exchange Inc. (“CME”), and cash and cash equivalents. Because the Fund’s investment
objective is to track the price of the Benchmark, changes in the price of the Shares may vary from changes in the spot price of
bitcoin.
The
Trust and the Fund operate pursuant to the Trust’s Amended and Restated Declaration of Trust and Trust Agreement (the “Trust
Agreement”), dated March 10, 2023. On January 2, 2024, the initial Form S-1 for DEFI was declared effective by the U.S.
Securities and Exchange Commission (“SEC”). As noted below, the Fund is the successor to the Predecessor Fund (defined
below), which commenced operations in September 2022. The Fund’s shares trade on the NYSE Arca stock exchange (“NYSE
Arca”). The current registration statement for DEFI was declared effective by the SEC on January 2, 2024 and registered
an indeterminate number of Shares. BitGo Trust Company, Inc (the “Bitcoin Custodian”) is the custodian for the Fund’s
bitcoin holdings; and U.S. Bank, N.A. is the custodian for the Fund’s cash and cash equivalents holdings (the “Cash
Custodian” and together with the Bitcoin Custodian, the “Custodians”).
The
Fund is the successor and surviving entity from the merger (the “Merger”) of the Hashdex Bitcoin Futures ETF (the
“Predecessor Fund”) into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust (the “Predecessor
Trust”) sponsored by Teucrium Trading, LLC (“Prior Sponsor”). The Merger closed on January 3, 2024. In connection
with the Merger, the Predecessor Fund shareholders received one Share for each share of the Predecessor Fund they owned prior
to the Merger.
The
sponsor of the Trust is Tidal Investments LLC, a Delaware limited liability company (the “Sponsor”). The
principal office of the Sponsor is Milwaukee, Wisconsin and the Trust is located at 234 West Florida Street, Suite 203,
Milwaukee, Wisconsin 53204. The Sponsor is registered as a commodity pool operator (“CPO”) with the Commodity
Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). The
Fund intends to be treated as a partnership for U.S. federal income tax purposes. The Sponsor has sponsored the Trust since
2023. Sponsoring the Fund will be the Sponsor’s first experience in operating an exchange traded product that invests
in crypto-currency futures or directly in bitcoin. The Sponsor’s responsibilities are discussed below in the section
entitled “ The Sponsor’s Operations. ”
While
investors will purchase and sell Shares through their broker-dealer, the Fund continuously offers creation baskets consisting
of 10,000 Shares (“Creation Baskets”) at their net asset value (“NAV”) to certain financial institutions
that have entered into an agreement with the Sponsor (“Authorized Purchasers”).
F- 21
Recent
Developments
Merger
with Hashdex Bitcoin Futures ETF
On
January 3, 2024, the Trust completed the Merger and acquisition of the Predecessor Fund, a series of the Predecessor Trust, into
the Fund, a series of the Trust. The Merger was effected pursuant to an Agreement and Plan of Partnership Merger and Liquidation
dated as of October 30, 2023 (the “Plan of Merger”) between the Predecessor Trust, on behalf of its Predecessor Fund
series, and the Trust, on behalf of its Fund series.
Pursuant
to the Plan of Merger, each Predecessor Fund shareholder received one share of the Fund for every one share of the Predecessor
Fund held immediately before the commencement of trading on the NYSE Arca on the Closing Date based on the net asset value per
share of the Predecessor Fund being equal to the net asset value per share of the Fund determined immediately prior to the Merger
closing. The share price used for the delivery of shares of the Predecessor Fund was the net asset value per share of the Predecessor
Fund determined after the close of business of NYSE Arca on January 2, 2024. Consequently, the Merger resulted in a one-for-one
exchange of shares between the Predecessor Fund and the Fund. Further, the Fund acquired in the Merger all the assets of the Predecessor
Fund and assumed all the liabilities of the Predecessor Fund. Effective the Merger closing, the Plan of Merger caused all of the
Predecessor Fund’s shares to be cancelled and the Predecessor Fund to be liquidated.
The
Merger did not materially modify the rights of Predecessor Fund shareholders with respect to their investment. The Fund has the
same investment objective, investment strategies and investment restrictions, and substantially identical investment risks, as
those had by the Predecessor Fund. Following the Merger, the Fund is now sponsored by the Sponsor, Tidal Investments LLC (f/k/a
Toroso Investments LLC), and the Fund is now managed by portfolio managers employed by the Sponsor. The Fund pays the same management
fee rate to the Sponsor, under the same terms, as previously paid by the Predecessor Fund to Teucrium Trading, LLC, the sponsor
of the Predecessor Trust and the Predecessor Fund.
The
Fund’s shares commenced trading on the NYSE Arca upon the effectiveness of the Merger under the ticker symbol “ DEFI. ”
Effect
of Merger - Conversion to U.S. Spot Bitcoin ETF
On
March 26, 2024, the Trust announced that the Fund would be permitted to have spot bitcoin holdings, and that it would track the
Benchmark effective March 27, 2024. The Predecessor Fund’s name was the Hashdex Bitcoin Futures ETF, and the Fund’s
name is the Hashdex Bitcoin ETF. Effective as of March 27, the Fund has a policy to maximize its holdings of physical bitcoin
such that it is expected that at least 95% of the Fund’s assets will be invested in spot bitcoin. Up to 5% of the Fund’s
remaining assets may be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Performance
Summary
This
report covers the periods from January 1, 2025 to June 30, 2025 for DEFI.
Per
Share Operation Performance
Net
asset value at beginning of period
$ 106.00
Income
(loss) from investment operations:
Investment
income
0.00
Net
realized and unrealized gain (loss) on investments and cryptocurrency futures contracts
16.09
Total
expenses
(0.21 )
Net
increase (decrease) in net asset value
15.88
Net
asset value at end of period
$ 121.88
Total
Return
14.98 %
Ratios
to Average Net Assets (Annualized)
Total
expenses
0.41 %
Total
expenses, net
0.41 %
Net
investment income (loss)
-0.40 %
Market
Outlook - The Bitcoin Industry
Bitcoin
is a digital asset that serves as the unit of account on an open-source, decentralized, peer-to-peer computer network. Bitcoin
may be used to pay for goods and services, stored for future use, or converted to a fiat currency. As of the date of this update,
the adoption of bitcoin for these purposes has been limited. The value of bitcoin is not backed by any government, corporation,
or other identified body.
The
value of bitcoin is determined in part by the supply of (which is limited), and demand for, bitcoin in the markets for exchange
that have been organized to facilitate the trading of bitcoin. By design, the supply of bitcoin is limited to $21 million bitcoins.
As of the date of this update, there are approximately $19 million bitcoins in circulation.
F- 22
Bitcoin
is maintained on the Bitcoin Network. No single entity owns or operates the Bitcoin Network. The Bitcoin Network is accessed through
software and governs bitcoin’s creation and movement. The source code for the Bitcoin Network, often referred to as the
Bitcoin Protocol, is open-source, and anyone can contribute to its development.
Price
movements for bitcoin are influenced by, among other things, the environment, natural or man-made disasters, governmental oversight
and regulation, demographics, economic conditions, infrastructure limitations, existing and future technological developments,
and a variety of other factors now known and unknown, any and all of which can have an impact on the supply, demand, and price
fluctuations in the bitcoin markets. More generally, cryptocurrency prices may be influenced by economic and monetary events such
as changes in interest rates, changes in balances of payments and trade, U.S. and international inflation rates, currency valuations
and devaluations, U.S. and international economic events, and changes in the philosophies and emotions of market purchasers. Because
the Predecessor Fund invested in futures contracts in a single cryptocurrency, it was not a diversified investment vehicle, and
therefore may have been subject to greater volatility than a diversified portfolio of stocks or bonds or a more diversified commodity
or cryptocurrency pool. Likewise, because the Fund invests in spot bitcoin and futures contracts in a single cryptocurrency, it
is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio of stocks
or bonds or a more diversified commodity or cryptocurrency pool.
Market
Risk
Trading
in instruments such as futures contracts will involve the Fund entering into contractual commitments to purchase or sell specific
amounts of cryptocurrencies at a specified date in the future. The gross or face amount of the contracts is expected to significantly
exceed the future cash requirements of the Fund as the Fund intends to close out any open positions prior to the contractual expiration
date. As a result, the Fund’s market risk is the risk of loss arising from the decline in value of the contracts, not from
the need to make delivery under the contracts. The Fund considers the “fair value” of derivative instruments to be
the unrealized gain or loss on the contracts. The market risk associated with the commitment by the Fund to purchase a specific
cryptocurrency will be limited to the aggregate face amount of the contacts held.
The
exposure of the Fund to market risk will depend on a number of factors including the markets for the specific cryptocurrency,
the volatility of interest rates and foreign exchange rates, the liquidity of the Bitcoin Futures Contracts markets and the relationships
among the contracts held by the Fund.
Credit
Risk
When
the Fund enters into futures contracts, it will be exposed to the credit risk that the counterparty will not be able to meet its
obligations. For purposes of credit risk, the counterparty for the futures contracts traded on the Chicago Board of Trade, Intercontinental
Exchange and CME is the clearinghouse associated with those exchanges. In general, clearinghouses are backed by their members
who may be required to share in the financial burden resulting from the non-performance of one of their members, which should
significantly reduce credit risk. Some foreign exchanges are not backed by their clearinghouse members but may be backed by a
consortium of banks or other financial institutions. Unlike in the case of exchange traded futures contracts, the counterparty
to an over the counter futures contract is generally a single bank or other financial institution. As a result, there will be
greater counterparty credit risk in over the counter transactions. There can be no assurance that any counterparty, clearinghouse,
or their financial backers will satisfy their obligations to the Fund.
The
Sponsor will attempt to manage the credit risk of the Fund by following certain trading limitations and policies. In particular,
the Fund intends to post margin and collateral and/or hold liquid assets that will be equal to approximately the face amount of
the futures contracts it holds. The Sponsor will implement procedures that will include, but will not be limited to, executing
and clearing trades and entering into over the counter transactions only with parties it deems creditworthy and/or requiring the
posting of collateral by such parties for the benefit of each Fund to limit its credit exposure.
The
CEA requires all Future Commission Merchants (the “FCMs”), such as the Fund’s clearing brokers, to meet and
maintain specified fitness and financial requirements, to segregate customer funds from proprietary funds and account separately
for all customers’ funds and positions, and to maintain specified books and records open to inspection by the staff of the
CFTC. The CFTC has similar authority over introducing brokers, or persons who solicit or accept orders for commodity interest
trades but who do not accept margin deposits for the execution of trades. The CEA authorizes the CFTC to regulate trading by FCMs
and by their officers and directors, permits the CFTC to require action by exchanges in the event of market emergencies, and establishes
an administrative procedure under which customers may institute complaints for damages arising from alleged violations of the
CEA. The CEA also gives the states powers to enforce its provisions and the regulations of the CFTC.
On
November 14, 2013, the CFTC published final regulations that require enhanced customer protections, risk management programs,
internal monitoring and controls, capital and liquidity standards, customer disclosures and auditing and examination programs
for FCMs. The rules are intended to afford greater assurances to market participants that customer segregated funds and secured
amounts are protected, customers are provided with appropriate notice of the risks of futures trading and of the FCMs with which
they may choose to do business, FCMs are monitoring and managing risks in a robust manner, the capital and liquidity of FCMs are
strengthened to safeguard the continued operations and the auditing and examination programs of the CFTC and the SROs are monitoring
the activities of FCMs in a thorough manner.
StoneX
and Phillip Capital serve as the Fund’s clearing brokers to execute futures contracts and provide other brokerage-related
services.
F- 23
Results
of Operations
The
discussion below addresses the material changes in the results of operations for the three months ended June 30, 2025, compared
to the same period in 2024.
Total
expenses for the current and comparative period are presented both gross and net of any expenses waived or paid by the Prior Sponsor
that would have been incurred by the Fund (“expenses waived by the Prior Sponsor”). For all expenses waived in 2024,
the Prior Sponsor is not entitled to reimbursement. “Total expenses, net” is after the impact of any expenses waived
by the Prior Sponsor, are presented in the same manner as previously reported. There is, therefore, no impact to or change in
the Net gain or Net loss in any period for the Trust and the Fund as a result of this change in presentation.
The
Fund is the successor and surviving entity from the Merger of the Predecessor Fund into the Fund. The Predecessor Fund was a series
of the Teucrium Commodity Trust sponsored by Teucrium Trading, LLC. The Predecessor Fund commenced operations on September 15,
2022. The investment objective of both the Predecessor Fund and the Fund (for the period from January 3, 2024 to March 26, 2024)
was for changes in the Fund’s shares’ net asset value (“NAV”) to reflect the daily changes of the price
of the Hashdex U.S. Bitcoin Futures Fund Benchmark (the “Prior Benchmark”), less expenses from such Fund’s operations.
The Prior Benchmark reflect the average of the closing settlement prices for the first to expire and second to expire bitcoin
futures contracts listed on the Chicago Mercantile Exchange (“CME”).
Effective
as of March 27, 2024, the Fund’s investment objective and strategy were revised to reflect that the Fund could have spot
bitcoin holdings. That is, the Fund’s investment objective is for changes in the Shares’ NAV to reflect the daily
changes of the price of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (the “Benchmark”), less expenses
from the Fund’s operations. Under normal market conditions, the Fund’s current policy is to maximize its holdings
of physical bitcoin such that it is expected that at least 95% of the Fund’s assets will be invested in spot bitcoin. Up
to 5% of the Fund’s remaining assets may be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Performance
data from January 1, 2024, to January 3, 2024, reflects the performance of the Predecessor Fund. Performance from January 4, 2024,
to March 26, 2024, reflects the Fund’s performance under its previous investment strategy, which involved investing in futures
contracts. Performance data from March 27, 2024, onward reflect the Fund’s current investment strategy.
On
June 30, 2025, the Fund held 13,487 Units of spot bitcoin with an asset fair value of $14,522,529.
Quarter
Ended
June
30, 2025
Quarter
Ended
June
30, 2024
Year
Ended
December
31, 2024
Total
Net Assets
$ 14,625,094
$ 10,949,470
$ 14,839,385
Shares
Outstanding
120,000
160,000
140,000
Net
Asset Value per share
$ 121.88
$ 68.43
$ 106.00
Closing
Price
$ 121.74
$ 68.70
$ 106.21
Total
net assets for the Fund increased year over year by 133.57%, driven by an increase in the NAV per share of $53.45 or 178.11%.
The change in total net assets year over year was generally due to the Bitcoin price appreciation from $59,874.22 per Bitcoin
as of June 30, 2024, to $107,676.94 per Bitcoin as of June 30, 2025, representing an approximate 179.83% increase during the period
July 1, 2024 to June 30, 2025.
For
the three months ended June 30, 2025, compared to the three months ended June 30, 2024
Quarter
Ended
June 30, 2024
Quarter
Ended
June
30, 2025
Average
daily total net assets
$ 14,625,094
$ 11,935,466
Net
realized and unrealized gain (loss) on futures contracts and investments
$ 3,994,435
$ (98,305 )
Interest
income earned on cash equivalents
$ 322
$ 4,720
Annualized
interest yield based on average daily total net assets
0.01 %
0.16 %
Net
Income (Loss)
$ (8,520 )
$ (2,022,552 )
Weighted
average share outstanding
127,912
158,791
Management
Fees
$ 8,794
$ 42,381
Total
gross fees and other expenses excluding management fees
$ 48
$ —
Brokerage
Commissions
$ 148
$ 5,781
Total
gross expense ratio
0.25 %
0.90 %
Net
investment gain (loss)
(0.24 )%
(15.59 )%
Creation
of Shares
20,000
20,000
Redemption
of Shares
(40,000 )
—
Net
Realized Gain or Loss on Futures Contracts
Realized
gain or loss on trading of commodity futures contracts is a function of: 1) the change in the price of the particular contracts
sold as part of a “roll” in contracts as the nearest to expire contracts are exchanged for the appropriate contract
given the investment objective of the fund, 2) the change in the price of particular contracts sold in relation to redemption
of shares, 3) the gain or loss associated with rebalancing trades which are made to ensure conformance to the benchmark, 4) the
number of contracts held and then sold for either circumstance aforementioned. The Fund recognizes the expense for brokerage commissions
for futures contract trades on a per trade basis. Unrealized gain or loss on trading of commodity futures contracts is a function
of the change in the price of contracts held on the final date of the period versus the purchase price for each contract and the
number of contracts held in each contract month. The Fund conducts creation and redemption transactions only for cash, and, with
respect to creation transactions, the cash is used to purchase Bitcoin Futures Contracts only. The Fund will use Bitcoin Futures
Contracts for the primary purpose of using such Bitcoin Futures Contracts to acquire physical bitcoin through Exchange for Physical
(“EFP”) transactions and to offset cash and receivables for better tracking the Benchmark. The net realized and unrealized
loss on futures contracts was related to the decrease in the Fund’s net assets and the Bitcoin price depreciation during
the three months ended June 30, 2025.
F- 24
In
the three months ended June 30, 2025 compared to the three months ended June 30, 2024 the amount of interest income earned as
a percentage of daily total net assets was significantly lower. The decrease in interest and other income over these periods was
primarily due to a decrease in the investments within short-term Treasury Securities, demand deposits, money market funds and/or
investments in commercial paper; in the Fund’s current policy, only up to 5% of the Fund’s assets may be invested
in CME-traded bitcoin futures contracts and in cash and cash equivalents. The Fund seeks to earn interest and other income in
investments that may include, but are not limited to, short-term Treasury Securities, demand deposits, money market funds and
investments in commercial paper. These interest rate levels may be lower or higher than the projected interest rates stated in
the prospectuses and thus will impact your breakeven point.
The
decrease in management fee paid to the Sponsor for the three months ended June 30, 2025, compared to the three months ended June
30, 2024, despite higher Fund average net assets overall, is a result of the Sponsor lowering the management fee from 0.90% to
0.25% per annum of the daily NAV of the Fund effective February 10, 2025. Other than the management fee to the Sponsor, the Fund
incurred total gross fees and other expenses excluding management fees and brokerage commissions, which were significantly lower
than during the three months ended June 30, 2024, where the Fund incurred brokerage commissions. Brokerage commissions are recognized
on a per-trade basis to each futures contract’s or bitcoin share’s cost basis. Trading fees for the Fund are recorded
in the statement of operations as broker expenses. The actual amount of trading fees to be incurred will vary based upon the trading
frequency of the Fund.
For
the three months ended March 31, 2024, most of the expenses incurred by the Predecessor Fund were associated with the management
fee and day-to-day operation of the Fund and the necessary functions related to regulatory compliance. Those were generally based
on contracts, which extend for some period of time and up to one year, or commitments regardless of the level of assets under
management. The Sponsor has not elected to waive management fees or other expenses. These factors also explain the decrease in
total gross fees and other expenses excluding management fees, as well as the decrease in total gross expense ratio for the three
months ended March 31, 2025.
The
decrease in total brokerage commissions for the three months ended June 30, 2025, compared to the nine months ended June 30, 2024,
was primarily due to a decrease in futures contracts purchased, liquidated, and rolled given the Fund’s current policy to
maximize its holdings of physical bitcoin instead of CME-traded bitcoin futures contracts.
The
graph below shows the actual shares outstanding, total net assets (or AUM) and net asset value per share (NAV per share) for the
Fund from inception to June 30 , 2025 and serves to illustrate the relative changes of these components.
F- 25
Off
Balance Sheet Financing
The
Trust or Fund has no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of June 30,
2025. Neither the Trust nor the Fund participates in transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating
off-balance sheet arrangements. Neither the Trust nor the Fund have entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial
assets.
Liquidity
and Capital Resources
The
Fund does not anticipate making use of borrowings or other lines of credit to meet its obligations. The Fund meets its liquidity
needs in the normal course of business from the proceeds of the sale of its investments, from the cash and cash equivalents that
it intends to hold, and/or from the fee waivers provided by the Sponsor. The Fund’s liquidity needs include redeeming its
Shares, providing margin deposits for existing Bitcoin Futures Contracts or the purchase of additional Bitcoin Futures Contracts,
posting collateral for over-the-counter contracts, and paying expenses.
In
order to collateralize positions in Bitcoin Futures Contracts, a portion of the NAV of the Fund is held in cash and cash equivalents,
such as short-term Treasury Securities, demand deposits, money market funds and investments in commercial paper. A portion of
these investments may be posted as collateral in connection with Bitcoin Futures Contracts. The percentage that cash and cash
equivalents bear to the shareholders’ equity of the Fund varies from period to period as the market values of the Bitcoin
Futures Contracts change. The Fund earned $322 and $4,720, respectively, in interest income during the three months ended June
30, 2025 and 2024.
If
the Fund’s ability to obtain exposure to Bitcoin Futures Contracts in accordance with its investment objective is disrupted
for any reason, including limited liquidity in the bitcoin futures market, a disruption to the bitcoin futures market, or as a
result of margin requirements or position limits imposed by the Fund’s futures commission merchants, the CME, or the CFTC,
the Fund may not be able to achieve its investment objective and may experience significant losses. Any disruption in the Fund’s
ability to obtain exposure to Bitcoin Futures Contracts will cause the Fund’s performance to deviate from the performance
of Bitcoin Futures Contracts. In addition, the Fund might grow to a size where a lack of liquidity in the futures market meant
that the Fund could not sell enough futures contracts to honor redemption requests.
A
market disruption, such as a government taking regulatory or other actions that disrupt the market in bitcoin, can also make it
difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time
to time. In addition, the Fund does not intend at this time to establish a credit facility, which would provide an additional
source of liquidity, but instead will rely only on the cash and cash equivalents that it holds to meet its liquidity needs. The
anticipated value of the positions in Benchmark Component Futures Contracts that the Sponsor will acquire or enter into for the
Fund increases the risk of illiquidity. Because Benchmark Component Futures Contracts may be illiquid, the Fund’s holdings
may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period
in which positions are being liquidated.
Critical
Accounting Policies
The
Trust’s critical accounting policies for the Fund is as follows:
Basis
of Presentation
Preparation
of the financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”)
requires the application of appropriate accounting rules and guidance, as well as the use of estimates, and requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue and expense and related
disclosure of contingent assets and liabilities during the reporting period of the combined financial statements and accompanying
notes. The Trust’s application of these policies involves judgments and actual results may differ from the estimates used.
Cryptocurrency
Derivative Transactions
The
Sponsor has determined that the valuation of cryptocurrency interests that are not traded on a U.S. or internationally recognized
futures exchange (such as swaps and other over the counter contracts) involves a critical accounting policy. The values which
are used by the Fund for futures contracts will be provided by the broker who will use market prices when available, while over
the counter contracts will be valued based on the present value of estimated future cash flows that would be received from or
paid to a third party in settlement of these derivative contracts prior to their delivery date. Values will be determined on a
daily basis.
Cryptocurrency
futures contracts held by the Fund are recorded on the trade date. All such transactions are recorded on the identified cost basis
and marked to market daily. Unrealized appreciation or depreciation on commodity or cryptocurrency futures contracts are reflected
in the statement of operations as the difference between the original contract amount and the fair market value as of the last
business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between
periods are reflected in the statement of operations. Interest on cash equivalents and deposits are recognized on an accrual basis.
The Fund earns interest on funds held at the custodian or other financial institutions at prevailing market rates for such investments.
F- 26
Cash
and cash Equivalents
Cash
and cash equivalents are cash held at financial institutions in demand-deposit accounts or highly liquid investments with original
maturity dates of three months or less at inception. The Fund reports cash equivalents in the statements of assets and liabilities
at market value, or at carrying amounts that approximate fair value, because of their highly liquid nature and short-term maturities.
The Fund has a substantial portion of assets on deposit with banks. Assets deposited with financial institutions may, at times,
exceed federally insured limits.
Fair
Value - Definition and Hierarchy
In
accordance with U.S. Generally Accepted Accounting Principles (the “U.S. 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 U.S. GAAP, a fair value hierarchy for inputs
is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring
that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing
the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s
assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information
available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level
1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the
ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations
are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments
does not entail a significant degree of judgment.
Level
2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either
directly or indirectly.
Level
3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The
availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected
by a wide variety of factors including, the type of financial instrument, whether the financial instrument is new and not yet
established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based
on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.
Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future
circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may
be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed.
Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized
in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its
entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
The
Fund and records derivative activities at fair value. Gains and losses from derivative contracts are included in the statement
of operations. Derivative contracts include futures contracts related to cryptocurrency prices. Futures, which are listed on a
national securities exchange, such as the CME, or reported on another national market, are generally categorized in Level 1 of
the fair value hierarchy. OTC derivatives contracts (such as forward and swap contracts) which may be valued using models, depending
on whether significant inputs are observable or unobservable, are categorized in Levels 2 or 3 of the fair value hierarchy.
Brokerage
Commissions
The
Fund recognizes brokerage commissions on a full trade basis.
Derivative
Counterpar ty Ma rg in
Margin
is the minimum amount of funds that must be deposited by a cryptocurrency interest trader with the trader’s broker to initiate
and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures
contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a small percentage
of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring
in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other
forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements
that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract
may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing
brokers, carrying accounts for traders in commodity or cryptocurrency interest contracts generally require higher amounts of margin
as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between
counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit
exposure.
When
a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader
sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements
established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option.
The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out of the money
options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated
margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture
of options positions and positions in the underlying interest.
Ongoing
or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value
of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements,
a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s
position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) are subject to margin calls.
Finally,
many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures
and options positions held in an account would, in the case of some accounts, be aggregated, and margin requirements would be
assessed on a portfolio basis, measuring the total risk of the combined positions.
Sponsor
Fee Allocation of Expenses
The
Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund.
The
Fund pays the Sponsor a management fee, monthly in arrears, in an amount equal to 0.25% per annum of the daily NAV 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. Creation with cash may cause the Fund to incur certain costs including brokerage
commissions and redemptions of creation units with cash may result in the recognition of gains or losses that the Fund might not
have incurred if it had made redemptions in-kind. The Fund pays all of its respective brokerage commissions, including applicable
exchange fees, 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 also pays all fees
and commissions related to the EFP transactions for the sale and purchase of spot bitcoin, including any bitcoin transaction fees
for on-chain transfers of bitcoin. The Fund bears other transaction costs related to the FCM capital requirements on a monthly
basis. The Sponsor pays all of the routine operational, administrative and other ordinary expenses of the Fund, generally as determined
by the Sponsor, including but not limited to, fees and expenses of the Administrator, Sub-Administrator, Custodians, Marketing
Agent, Transfer Agent, licensors, accounting and audit fees and expenses, tax preparation expenses, legal fees, ongoing SEC registration
fees, individual Schedule K-1 preparation and mailing fees, and report preparation and mailing expenses. The Fund pays all of
its non-recurring and unusual fees and expenses, if any, as determined by the Sponsor. Non-recurring and unusual fees and expenses
are unexpected or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated
expenses. Extraordinary fees and expenses also include material expenses which are not currently anticipated obligations of the
Fund. Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses.
F- 27
Income
Taxes
For
U.S. federal income tax purposes, the Fund will be treated as a partnership. Therefore, the Fund does not record a provision for
income taxes because the partners report their share of the Fund’s income or loss on their income tax returns. The financial
statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
The
Trust and the Fund maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed
in the Trust’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms
for the Trust and the Fund thereof.
Management
of the Sponsor of the Fund (“Management”), including Guillermo Trias, the Sponsor’s Principal Executive Officer
and Ronnie Riven, the Sponsor’s Principal Financial Officer, who perform functions equivalent to those of a principal executive
officer and principal financial officer of the Trust if the Trust had any officers, have evaluated the effectiveness of the design
and operation of the Trust and the Fund’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d- 15(e)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this
report, and, based upon that evaluation, concluded that the Trust’s and the Fund’s disclosure controls and procedures
were effective as of the end of such period, to ensure that information the Trust is required to disclose in the reports that
it files or submits with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Trust in the reports
that it files or submits under the Exchange Act is accumulated and communicated to management of the Sponsor, as appropriate,
to allow timely decisions regarding required disclosure. The scope of the evaluation of the effectiveness of the design and operation
of its disclosure controls and procedures covers the Trust, as well as separately for the Fund.
The
certifications of the Chief Executive Officer and Chief Financial Officer are applicable to the Fund as well as the Trust as a
whole.
Changes
in Internal Control over Financial Reporting
There
has been no change in the Trust’s or the Fund’s internal controls over the financial reporting (as defined in the
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Trust’s or the Fund’s internal control over financial
reporting.
PART
II. OTHER INFORMATION
Item
1. Legal Proceedings
The
Trust, the Fund and the Sponsor are not currently subject to any material legal proceedings. To our knowledge, there is no material
legal proceedings threatened against the Trust, the Fund or the Sponsor. From time to time, we may be a party to certain legal
proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts
with our portfolio companies. While the outcome of these proceedings cannot be predicted with certainty, we do not expect that
these proceedings will have a material effect upon our financial condition or results of operations.
Item
1A. Risk Factors applicable to Funds
Not
applicable to smaller reporting companies.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of DEFI Shares
The
Fund creates and redeems Shares from time to time, but only in one or more Creation Baskets or Redemption Baskets. On any business
day, an Authorized Purchaser may place an order with the transfer agent to redeem one or more baskets. By placing a redemption
order, an Authorized Purchaser agrees to deliver the baskets to be redeemed through DTC’s book-entry system to the Fund
by the end of the next business day following the effective date of the redemption order or by the end of such later business
day. Prior to the delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired
to the Sponsor’s account at the Custodian the non-refundable transaction fee due for the redemption order. The below table
sets forth the number of Shares redeemed during the fiscal quarter ending June 30, 2025.
Period
Total
Number of
Shares
Purchased
Average
Price Paid
per
Share
Total
Number of
Shares
Purchased as
Part
of Publicly
Announced
Plans or
Programs
Maximum
Number
(or
Approximate
Dollar
Value) of
Shares
that May Yet
Be
Purchased Under
the
Plans or
Programs
April
1 to April 30, 2025
—
$ N/A
N/A
N/A
May
1 to May 31, 2025
—
$ N/A
N/A
N/A
June
1 to June 30, 2025
—
$ N/A
N/A
N/A
Total
—
$ —
April
1 to June 30, 2025
—
$ —
N/A
N/A
F- 28
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
None.
Item
5. Other Information
(a) None.
(b) Not
Applicable.
(c) None.
Item
6. Exhibits
The
following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:
Exhibit
Number Exhibit
Description
3.1 First
Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference
to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No.
333-273364), filed with the SEC on July 21, 2023).
31.1 * Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
31.2 * Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer
32.1 ** Section
1350 Certification of Principal Executive Officer
32.2 ** Section
1350 Certification of Principal Financial and Accounting Officer
104* Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed herewith.
**
Furnished herewith.
F- 29
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Tidal
Commodities Trust I (Registrant)
By:
Tidal
Investments LLC
its
Sponsor
By:
/s/
Guillermo Trias
Name:
Guillermo
Trias
Title:
Chief
Executive Officer
Date:
August
14, 2025
By:
/s/
Ronnie Riven
Name:
Ronnie
Riven
Title:
Chief
Financial Officer
Date:
August
14, 2025
F- 30
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.