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 September 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 September 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 September 30, 2025 (Unaudited) and December 31, 2024
F-1
Combined Schedule of Investments at September 30, 2025 (Unaudited) and December 31, 2024
F-2
Combined Statements of Operations (Unaudited) for the three months ended September 30, 2025 and 2024 and nine months ended September 30, 2025 and 2024
F-4
Combined Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2025 and 2024
F-5
Combined Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2025 and 2024
F-6
HASHDEX BITCOIN ETF
Statements of Assets and Liabilities at September 30, 2025 (Unaudited) and December 31, 2024
F-7
Schedule of Investments at September 30, 2025 (Unaudited) and December 31, 2024
F-8
Statements of Operations (Unaudited) for the three months ended September 30, 2025 and 2024 and nine months ended September 30, 2025 and 2024
F-10
Statements of Changes in Net Assets (Unaudited) for the nine months ended September 30, 2025 and 2024
F-11
Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2025 and 2024
F-12
Notes to Financial Statements
F-13
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF ASSETS AND LIABILITIES
September
30, 2025
(Unaudited)
December
31, 2024
Assets
Investments (1)
$ 15,439,452
$ 14,713,026
Cash and cash equivalents (2)
60,692
29,680
Interest receivable
208
85
Equity in trading accounts:
Due from broker
35,752
108,214
Total equity in trading accounts
35,752
108,214
Total assets
$ 15,536,104
$ 14,851,005
Liabilities
Management fee payable to Sponsor
3,143
11,620
Total liabilities
$ 3,143
$ 11,620
Net assets
$ 15,532,961
$ 14,839,385
Shares issued and outstanding
120,000
140,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 129.44
$ 106.00
Market value per share
$ 129.50
$ 106.21
(1) Cost basis
$ 9,706,036
$ 11,099,080
(2) Cost basis
$ 60,692
$ 29,680
(1) Cost basis $ 9,706,036 $ 11,099,080
(2) Cost basis $ 60,692 $ 29,680
The
accompanying notes are an integral part of these financial statements.
F- 1
TIDAL
COMMODITIES TRUST I
COMBINED SCHEDULE OF INVESTMENTS
September
30, 2025
(Unaudited)
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 15,439,452
99.40 %
134.87
Total Cryptocurrency (cost $ 9,706,036 )
$ 15,439,452
99.40 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
4.03 %
$ 60,692
0.39 %
60,692
Total Cash Equivalents (cost $ 60,692 )
$ 60,692
0.39 %
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 %
157.85
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
September 30, 2025
Three
Months Ended
September 30, 2024
Nine
Months Ended
September 30, 2025
Nine Months Ended
September 30, 2024 *
Income
Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ —
$ ( 16,691 )
$ ( 4,173 )
$ 7,528,643
Realized gain (loss) on investments
—
( 533,036 )
1,083,215
( 533,036 )
Net change in unrealized appreciation (depreciation) on investments
916,923
877,410
2,119,470
( 765,531 )
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
7,741
—
( 78,239 )
Broker interest income
681
979
1,006
63,828
Interest income
40
545
220
120,414
Total income (loss)
917,644
336,948
3,199,738
6,336,079
Expenses
Management fees
9,777
22,425
38,956
91,442
Broker expenses
—
413
48
15,810
Total expenses
9,777
22,838
39,004
107,252
Total expenses, net
9,777
22,838
39,004
107,252
Net income (loss)
$ 907,867
$ 314,110
$ 3,160,734
$ 6,228,827
* 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)
Nine
Months Ended
September 30, 2025
Nine Months Ended
September 30, 2024 *
Operations
Net income (loss)
$ 3,160,734
$ 6,228,827
Capital transactions
Issuance of Shares
2,144,314
18,711,813
Redemption of Shares
( 4,611,472 )
( 18,085,070 )
Total capital transactions
( 2,467,158 )
626,743
Net change in net assets
693,576
6,855,570
Net assets, beginning of period
$ 14,839,385
$ 2,536,958
Net assets, end of period
$ 15,532,961
$ 9,392,528
Net asset value per share at beginning of period
$ 106.00
$ 50.74
Net asset value per share at end of period
$ 129.44
$ 72.25
Creation of Shares
20,000
330,000
Redemption of Shares
( 40,000 )
( 250,000 )
* 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)
Nine
Months Ended
September 30, 2025
Nine Months Ended
September 30, 2024 *
Cash flows from operating activities
Net income (loss)
$ 3,160,734
$ 6,228,827
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
78,239
Unrealized gain (loss) on investments
( 2,119,470 )
765,531
Changes in operating assets and liabilities:
Purchases of Investments
( 2,256,022 )
( 10,678,135 )
Sales of investments
4,732,281
—
Realized gain (loss) on investments
( 1,083,215 )
533,036
Due from broker
72,462
575,740
Interest receivable
( 123 )
10,254
Management fee payable to Sponsor
( 8,477 )
4,515
Net cash provided by (used in) operating activities
2,498,170
( 2,481,993 )
Cash flows from financing activities:
Proceeds from sale of Shares
2,144,314
18,711,813
Redemption of Shares
( 4,611,472 )
( 18,085,070 )
Net cash provided by (used in) financing activities
( 2,467,158 )
626,743
Net change in cash and cash equivalents
31,012
( 1,855,250 )
Cash and cash equivalents, beginning of period
29,680
1,867,663
Cash and cash equivalents, end of period
$ 60,692
$ 12,413
* 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
September
30, 2025 (Unaudited)
December
31, 2024
Assets
Investments (1)
$ 15,439,452
$ 14,713,026
Cash and cash equivalents (2)
60,692
29,680
Interest receivable
208
85
Equity in trading accounts:
Due from broker
35,752
108,214
Total equity in trading accounts
35,752
108,214
Total assets
$ 15,536,104
$ 14,851,005
Liabilities
Management fee payable to Sponsor
3,143
11,620
Total liabilities
$ 3,143
$ 11,620
Net assets
$ 15,532,961
$ 14,839,385
Shares issued and outstanding
120,000
140,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 129.44
$ 106.00
Market value per share
$ 129.50
$ 106.21
(1) Cost basis
$ 9,706,036
$ 11,099,080
(2) Cost basis
$ 60,692
$ 29,680
(1) Cost basis $ 9,706,036 $ 11,099,080
(2) Cost basis $ 60,692 $ 29,680
The
accompanying notes are an integral part of these financial statements.
F- 7
HASHDEX
BITCOIN ETF
SCHEDULE OF INVESTMENTS
September
30, 2025
(Unaudited)
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 15,439,452
99.40 %
134.87
Total Cryptocurrency (cost $ 9,706,036 )
$ 15,439,452
99.40 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
4.03 %
$ 60,692
0.39 %
60,692
Total Cash Equivalents (cost $ 60,692 )
$ 60,692
0.39 %
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 %
157.85
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
September 30, 2025
Three
Months Ended
September 30, 2024
Nine
Months Ended
September 30, 2025
Nine Months Ended
September 30, 2024 *
Income
Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ —
$ ( 16,691 )
$ ( 4,173 )
$ 7,528,643
Realized gain (loss) on investments
—
( 533,036 )
1,083,215
( 533,036 )
Net change in unrealized appreciation (depreciation) on investments
916,923
877,410
2,119,470
( 765,531 )
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
7,741
—
( 78,239 )
Broker interest income
681
979
1,006
63,828
Interest income
40
545
220
120,414
Total income (loss)
917,644
336,948
3,199,738
6,336,079
Expenses
Management fees
9,777
22,425
38,956
91,442
Broker expenses
—
413
48
15,810
Total expenses
9,777
22,838
39,004
107,252
Total expenses, net
9,777
22,838
39,004
107,252
Net income (loss)
$ 907,867
$ 314,110
$ 3,160,734
$ 6,228,827
* 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)
Nine
Months Ended
September 30, 2025
Nine Months Ended
September 30, 2024 *
Operations
Net income (loss)
$ 3,160,734
$ 6,228,827
Capital transactions
Issuance of Shares
2,144,314
18,711,813
Redemption of Shares
( 4,611,472 )
( 18,085,070 )
Total capital transactions
( 2,467,158 )
626,743
Net change in net assets
693,576
6,855,570
Net assets, beginning of period
$ 14,839,385
$ 2,536,958
Net assets, end of period
$ 15,532,961
$ 9,392,528
Net asset value per share at beginning of period
$ 106.00
$ 50.74
Net asset value per share at end of period
$ 129.44
$ 72.25
Creation of Shares
20,000
330,000
Redemption of Shares
( 40,000 )
( 250,000 )
* 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)
Nine
Months Ended
September 30, 2025
Nine Months Ended
September 30, 2024 *
Cash flows from operating activities
Cash flows from operating activities
Net income (loss)
$ 3,160,734
$ 6,228,827
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
78,239
Unrealized gain (loss) on investments
( 2,119,470 )
765,531
Changes in operating assets and liabilities:
Purchases of Investments
( 2,256,022 )
( 10,678,135 )
Sales of investments
4,732,281
—
Realized gain (loss) on investments
( 1,083,215 )
533,036
Due from broker
72,462
575,740
Interest receivable
( 123 )
10,254
Management fee payable to Sponsor
( 8,477 )
4,515
Net cash provided by (used in) operating activities
2,498,170
( 2,481,993 )
Cash flows from financing activities:
Proceeds from sale of Shares
2,144,314
18,711,813
Redemption of Shares
( 4,611,472 )
( 18,085,070 )
Net cash provided by (used in) financing activities
( 2,467,158 )
626,743
Net change in cash and cash equivalents
31,012
( 1,855,250 )
Cash and cash equivalents, beginning of period
29,680
1,867,663
Cash and cash equivalents, end of period
$ 60,692
$ 12,413
* 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
September 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.
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”), 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
September 30, 2025
Balance as of
Level 1
Level 2
Level 3
September 30, 2025
Assets:
Cryptocurrency
$ —
$ 15,439,452
$ —
$ 15,439,452
Money market funds
60,692
—
—
60,692
Total
$ 60,692
$ 15,439,452
$ —
$ 15,500,144
December 31, 2024
Balance as of
December 31,
Level 1
Level 2
Level 3
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
Schedule of investment in bitcoin
Bitcoin
Fair Value
Beginning balance as of January 1, 2025
157.85
$
14,713,026
Bitcoin contributed
23.52
2,256,022
Bitcoin withdrawn
( 46.50 )
( 4,732,281 )
Net change in unrealized appreciation (depreciation) from investments in bitcoin
–
2,119,470
Net realized gain on investments in bitcoin
–
1,083,215
Ending balance as of September 30, 2025
134.87
$
15,439,452
Bitcoin
Fair Value
Beginning balance as of January 1, 2024
–
$
–
Bitcoin contributed
192.31
13,520,786
Bitcoin withdrawn
( 34.46 )
( 1,892,631 )
Net change in unrealized appreciation (depreciation) from investments in bitcoin
–
3,613,946
Net realized gain on investments in bitcoin
–
( 529,076 )
Ending balance as of December 31, 2024
157.85
$
14,713,026
For the nine
months ended September 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:
Nine months ended September 30, 2025.
Net Change in
Unrealized
Realized Gain
Appreciation/
(Loss) on
Depreciation on
Commodity
Commodity Futures
Futures
Contracts
Contracts
Cryptocurrency Price
Bitcoin
futures contracts
$
( 4,173
)
—
Three months ended September 30, 2025.
Net Change in
Unrealized
Realized Gain
Appreciation/
(Loss) on
Depreciation on
Commodity
Commodity Futures
Futures
Contracts
Contracts
Cryptocurrency Price
Bitcoin
futures contracts
$
—
$
—
As of September 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
un derlying risk f or futures contracts held was $ 0 and $ 0 million respectively for the three and nine months ended
September 30, 2025. and $ 109.5 thousand and $ 4.5 million respectively for the three and nine months ended September 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 September 30, 2025
$
—
Three Months Ended September 30, 2024
$ 50
Nine Months Ended September 30, 2025
$ 148
Nine Months Ended September 30, 2024
$ 6,336
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 nine months ending September 30, 2025 and September
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 nine months ended September 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
September 30,2025
Three
Months
Ended
September 30,2024
Nine
Months
Ended
September 30, 2025
Nine Months
Ended
September 30, 2024 *
Per Share Operation Performance
Net asset value at beginning of period
$ 121.88
$ 68.43
$ 106.00
$ 50.74
Income (loss) from investment operations:
Investment income
0.01
0.01
0.01
0.94
Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts
7.63
3.97
23.73
21.12
Total expenses
( 0.08 )
( 0.16 )
( 0.30 )
( 0.55 )
Net increase (decrease) in net asset value
7.56
3.82
23.44
21.51
Net asset value at end of period
$ 129.44
$ 72.25
$ 129.44
$ 72.25
Total Return
6.20 %
5.58 %
22.12 %
42.39 %
Ratios to Average Net Assets (Annualized)
Total expenses
0.25 %
0.92 %
0.35 %
1.08 %
Total expenses, net
0.25 %
0.92 %
0.35 %
1.08 %
Net investment income (loss)
( 0.23 )%
( 0.86 )%
( 0.34 )%
0.77 %
* Reflects the operations of the Hashdex Bitcoin Futures
ETF, which was a series of Teucrium Commodity Trust until January 3, 2024. Please see Note 5 for more information.
Note 5 – Merger with Hashdex Bitcoin Futures
ETF
As reported by the Tidal Commodities
Trust I on a Form 8-K filed with the Securities and Exchange Commission on January 3, 2024 (File No. 001-41900), the Fund completed
the successful acquisition by merger (the “Merger”) of the Hashdex Bitcoin Futures ETF, a series of the Teucrium Commodity
Trust (the “Acquired Fund”).
Under the terms of the Merger,
each shareholder of the Acquired Fund received one share of the Fund for every one share of the Acquired Fund held on January 3,
2024 based on the net asset value per share of the Fund being equal to the net asset value per share of the Acquired Fund determined
immediately prior to the Merger closing. The share price used for the delivery of shares of the Acquired Fund was the net asset
value per share of the Acquired Fund determined after the close of business of NYSE Arca on January 2, 2024. Consequently, the
Merger resulted in a one-for-one exchange of shares between the Acquired Fund and the Fund. Upon the Merger closing, the Fund acquired
all the assets of the Acquired Fund and assumed all the liabilities of the Acquired Fund. Upon the Merger closing, all of the Acquired
Fund’s shares were cancelled and the Acquired Fund was liquidated.
On January 3, 2024, the Fund issued
50,000 shares at net asset value of $ 2,708,819 for 50,000 shares the Acquired Fund, representing $ 2,708,819 of net assets. The
combined net assets and shares outstanding of the Fund immediately after the Merger were $ 2,708,819 and 50,000 , respectively, representing
a net asset value per share of $ 54.18 .
Note 6 – Conversion to Spot Bitcoin ETF
On March 26, 2024, the Sponsor
announced the renaming of the Fund from the Hashdex Bitcoin Futures ETF to the Hashdex Bitcoin ETF. The renaming of the Fund corresponds
to its completion of the conversion of its investment strategy to allow the Fund to provide spot bitcoin holdings and its tracking
of a new benchmark index effective March 27, 2024.
The Fund’s
new benchmark index is the Benchmark, which better reflects the Fund’s new strategy of direct bitcoin investment. Going forward
and under normal market conditions, the Fund’s investment policy is to maximize its holdings of physical bitcoin such that
it is expected that at least 95 % of the Fund’s assets will be invested in spot bitcoin. Up to 5 % of the Fund’s remaining
assets may be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
F- 19
Note 7 – Segment Reporting
In accordance with the FASB Accounting
Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Fund
has evaluated its business activities and determined that it operates as a single reportable segment.
The Fund’s investment activities
are managed by the Sponsor, which serves as the Chief Operating Decision Maker (“CODM”). The Sponsor is responsible
for assessing the Fund’s financial performance and allocating resources. In making these assessments, the Sponsor evaluates
the Fund’s financial results on an aggregated basis, rather than by separate segments. As such, the Fund does not allocate
operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required.
The Fund primarily generates income
through dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred, including management
fees, fund operating expenses, and transaction costs, are considered general fund-level expenses and are not allocated to specific
segments or business lines.
Management has determined that
the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and will continue to evaluate its reporting
requirements in accordance with applicable accounting standards.
Note 8 – Subsequent Events
In preparing these
financial statements, Management has evaluated the financial statements for the nine months ended September, 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, except for the following described below.
Amendments to the Declaration of Trust: Effective October 21, 2025, the Sponsor executed an amendment to the First Amended and Restated
Declaration of Trust and Trust Agreement ("Declaration of Trust") of the Trust. A copy of the Form 8-K describing the amendment to the
Declaration of Trust can be found here: https://www.sec.gov/ix?doc=/Archives/edgar/data/1985840/000199937125016202/defi-8k_102125.htm.
The Sponsor intends to withdraw as sponsor of the Trust and the Fund and appoint Hashdex Asset Management Ltd. ("Hashdex") to serve as
sponsor of the Trust, commencing upon the resignation of the Sponsor (the "Sponsor Replacement"). Hashdex will thereafter serve as sole
sponsor of the Trust and intends to carry on the business of the Trust and the Fund. It is expected that the Sponsor Replacement will
occur during the fourth quarter of 2025, subject to certain conditions, including, but not limited to, the effectiveness of a post-effective
amendment to the Fund's registration statement.
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
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 September
30, 2025 for DEFI.
Per Share Operation Performance
Net asset value at beginning of period
$ 106.00
Income (loss) from investment operations:
Investment income
0.01
Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts
23.73
Total expenses
(0.30 )
Net increase (decrease) in net asset value
23.44
Net asset value at end of period
$ 129.44
Total Return
22.12 %
Ratios to Average Net Assets (Annualized)
Total expenses
0.35 %
Total expenses, net
0.35 %
Net investment income (loss)
(0.34 )%
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 September 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 September 30, 2025, the Fund held 134.87 Units of spot bitcoin
with an asset fair value of $15,439,452.
Quarter Ended
Quarter Ended
Year Ended
September 30,
September 30,
December 31,
2025
2024
2024
Total Net Assets
$ 15,532,961
$ 9,392,528
$ 14,839,385
Shares Outstanding
120,000
130,000
140,000
Net Asset Value per share
$ 129.44
$ 72.25
$ 106.00
Closing Price
$ 129.50
$ 72.39
$ 106.21
Total net assets for the Fund increased
year over year by 65.38%, driven by an increase in the NAV per share of $ 57.19 or 79.16%. The change in total net assets year
over year was generally due to the Bitcoin price appreciation from $63,375.35 per Bitcoin as of September 30, 2024, to $114,475.44
per Bitcoin as of September 30, 2025, representing an approximate 80.63% increase year over year.
For the three months ended September 30, 2025, compared to
the three months ended September 30, 2024:
Quarter Ended
Quarter Ended
September 30, 2025
September 30, 2024
Average daily total net assets
$ 15,516,535
$ 9,912,432
Net realized and unrealized gain (loss) on futures contracts and investments
$ 916,923
$ 335,424
Interest income earned on cash equivalents
$ 806
$ 1,524
Annualized interest yield based on average daily total net assets
0.02 %
0.06 %
Net Income (Loss)
$ 907,867
$ 314,110
Weighted average shares outstanding
120,000
142,717
Management fees
$ 9,777
$ 22,425
Total gross fees and other expenses (excluding management fees)
$ —
$ 413
Brokerage commissions
$ —
$ 50
Total gross expense ratio
0.25 %
0.92 %
Net investment gain (loss)
6.20 %
5.58 %
Creation of Shares
—
—
Redemption of Shares
—
30,000
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 September
30, 2025.
F- 24
In the three months ended September 30, 2025 compared to the
three months ended September 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 September 30, 2025, compared to the three months ended September 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 September 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 September
30, 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 September 30, 2025.
The decrease in total brokerage
commissions for the three months ended September 30, 2025, compared to the nine months ended September 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 September
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 September 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 $712 and
$1,524, respectively, in interest income during the three months ended September 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 Counterparty Margin
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 September 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
July 1 to July 31, 2025
—
$ N/A
N/A
N/A
August 1 to August 31, 2025
—
$ N/A
N/A
N/A
September 1 to September 30, 2025
—
$ N/A
N/A
N/A
Total
—
$ —
July 1 to September 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).
3.2
Amendment No.1 to the First Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to an exhibit to
the Registrant's Form 8-K, filed with the SEC on October 27, 2025).
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:
November 14, 2025
By:
/s/ Ronnie Riven
Name:
Ronnie Riven
Title:
Chief Financial Officer
Date:
November 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.