What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-25 · 185 added, 221 removed, 41 unchanged (91% of the section changed)

1 unchanged sentence

Controls and Procedures

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.

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.

certifications of the Chief Executive Officer and Chief Financial Officer are applicable to the Fund as well as the Trust as a

the supervision and with the participation of the management of Hashdex, including its Principal Executive Officer and Principal Financial

Officer, the Trust and the Fund conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and

procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”))

as of December 31, 2025.

Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the

Trust’s and the Fund’s disclosure controls and procedures were effective as of December 31, 2025 to provide reasonable assurance

that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is recorded, processed,

summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules

and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.

are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human

error and the circumvention or overriding of the controls and procedures.

certifications of the Chief Executive Officer and Chief Financial Officer are applicable to the Fund as well as the Trust as a whole.

Management ’ s

Annual Report on Internal Control over Financial Reporting

of the Sponsor, on behalf of the Trust and the Fund are responsible for establishing and maintaining adequate internal control

management of the Sponsor is responsible for establishing and maintaining adequate internal control over financial reporting (as defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Trust and the Fund.

Internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with GAAP.

conducted an evaluation of the effectiveness of the Trust’s and Fund’s internal control over financial reporting as of December

31, 2025, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO).

Based on this evaluation, management concluded that the Trust’s and the Fund’s

internal control over financial reporting was effective as of December 31, 2025.

Annual Report does not include an attestation report of the Trust’s registered public accounting firm regarding internal control

over financial reporting.

The Trust and the Fund’s internal control system is designed to provide reasonable assurance to

the Sponsor regarding the preparation and fair presentation of published financial statements.

All internal control systems, no

matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only

reasonable assurance with respect to financial statement preparation and presentation.

of the Sponsor, including Guillermo Trias, the Sponsor’s Principal Executive Officer and Ronnie Riven, the Sponsor’s

Principal Financial Officer of the Sponsor, who perform functions equivalent to those of a principal executive officer and principal

financial officer of the Trust if the Trust had any officers, assessed the effectiveness of the Trust’s and the Fund’s

internal control over financial reporting as of December 31, 2024.

In making this assessment, it used the criteria in the Internal

Control - Integrated framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 .

on the assessment, Management believes that, as of December 31, 2024, the internal control over financial reporting is effective

for the Trust and the Fund thereof.

Management’s report was not subject to attestation by the Trust’s registered public accounting

firm pursuant to rules of the SEC that permit the Trust to provide only management’s report in this Annual Report.

in Internal Control over Financial Reporting

has been no change in the Trust’s or the Fund’s internal controls over the financial reporting (as defined in the

Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal year that has materially

affected, or is reasonably likely to materially affect, the Trust’s or the Fund’s internal control over financial

Other Information

of the Sponsor’s officers have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non- Rule 10b5-1

trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the Trust or the

has been no change in the Trust’s or the Fund’s internal controls over the financial reporting (as defined in the Rules 13a-15(f)

and 15d-15(f) of the Exchange Act) that occurred during the Trust’s last fiscal year that has materially affected, or is reasonably

likely to materially affect, the Trust’s or the Fund’s internal control over financial reporting.

of the Sponsor’s officers or directors have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non-Rule

10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the Trust or the

Fund for the three months ended December 31, 2025.

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Directors and Executive Officers of the Registrant

and Key Personnel of the Sponsor.

The Trust is managed by the Sponsor and has no directors, executive officers or employees.

Accordingly, the Trust does not have an audit committee, audit committee financial expert, or nominating committee.

the terms of the Trust Agreement, the Trust’s affairs are managed by the Sponsor.

The following principals of the Sponsor

serve in the below mentioned capacities:

Trias , born in 1976, has served as the Co-Founder and CEO of Tidal Investments LLC since November 1, 2015.

he oversees the overall strategic direction, management, and operational aspects of the firm’s ETF investment platforms.

Trias was approved as a Principal of the Sponsor by the NFA on February 7, 2022.

He holds a Business Administration degree

from CUNEF and an MBA from the Kellogg School of Management at Northwestern University.

Ronnie Riven , born in 1984, is the Chief Financial Officer of the Sponsor, a Tidal Financial Group company.

Before joining

the Sponsor in March 2024, Ronnie served as Head of Finance & Business Management at Global X ETFs, which manages over 100

funds and over $40 billion in assets under management.

At Global X since 2018, Ronnie oversaw all finance and accounting operations,

as well as leading the firm’s IT, Human Resources, and other business management functions.

Ronnie began his career as a

public accountant working for BDO USA, LLP from 2006-2012.

He has also served as Manager of Financial Reporting at National Grid

USA from 2012-2015 and Director of Accounting and Finance at Barclays Center from 2016-2018.

Ronnie holds a BS degree in Accounting

from Hofstra University and is a Certified Public Accountant in the state of New York.

Michael Venuto , born in 1977, has been the Chief Investment Officer at Tidal Investments LLC since March 12, 2012.

responsibilities at Tidal include the strategic planning and execution of ETF-based investment strategies, focusing on innovation

and market responsiveness.

Venuto was approved as a Principal of the Sponsor by the NFA on February 25, 2022.

Dan Carlson , born in 1955, has been the Chief of Staff at Tidal Investments LLC since March 2024 and previously served

as CFO and CCO from between March 2012 and March 2024.

His responsibilities involve overseeing the company’s financial operations,

human resource management and overall business risk management.

He holds a BS degree in Accounting from the University of Illinois,

Champaign-Urbana.

Carlson was approved as a Principal of the Sponsor by the NFA on February 7, 2022.

Eric Falkeis , born in 1973, has been the Chief Growth Officer at Tidal Investments LLC since November 1, 2018, and co-founded

Tidal ETF Services.

His role at Tidal involves leading business development and growth strategy initiatives.

CPA and holds a BS degree in Accounting from Marquette University.

As of the date hereof, his application to be listed as a Principal

of the Sponsor is currently pending with the NFA.

Gavin Filmore , born in 1984, joined Tidal Investments LLC as the Head of Product Development in August 2021 and was promoted

to COO in July 2022.

Before joining Tidal, he worked at Barclays Investment Bank, a leading global investment bank offering services

in investment management, wealth management, and corporate banking, from August 2017 to September 2021.

His focus at Barclays

was on Exchange Traded Products.

Filmore holds a BS in Finance from Northeastern University.

He was approved as a Principal

of Tidal Investments LLC and registered as an Associated Person of the Sponsor by the NFA on March 8, 2022.

William Woolverton , born in 1951, has been the Chief Compliance Officer of Tidal Investments LLC, Tidal ETF Trust, and

Tidal Trust II since November 10, 2022.

Prior to joining Tidal, he was a Senior Principal Consultant at ACA Group, a firm specializing

in governance, risk, and compliance services for financial institutions, from March 2020 to October 2022.

Before ACA Group, Mr.

Woolverton served as Managing Director - US at Waystone, a company offering comprehensive fund governance, risk, compliance, and

administration services to the asset management industry, from April 2016 to December 2019.

Woolverton received his M.A.

King’s College, Cambridge University, and a law degree from Columbia University School of Law.

He was approved as a Principal

of the Sponsor by the NFA on April 5, 2023.

Principals and Key Personnel Responsible for the Management of the Trust

The Trust is managed by the Sponsor and has no directors,

executive officers or employees.

Accordingly, the Trust does not have an audit committee, audit committee financial expert, or nominating

Pursuant to the terms of the Trust Agreement, the Trust’s affairs are managed by the Sponsor.

The Sponsor is managed

by its directors, executive officers and employees, as well as Hashdex, Ltd.

(“Hashdex”), the controlling entity of the Sponsor,

and its affiliates (collectively with Hashdex, the “Hashdex group”).

The following persons perform certain functions with

respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.

Marcelo Sampaio, born in 1980, is the

Co-Founder and Executive Chairman of the Hashdex group.

In this role, he oversees the overall strategic direction, management, and operational

aspects of the firm’s crypto asset management platforms.

Prior to founding the Hashdex, Mr.

Sampaio co-founded Endless, Inc., serving

as Chief Growth Officer.

He has also held senior roles at Microsoft and Oracle, where he became the youngest sales director globally.

Sampaio has been investing in digital assets since 2012 and holds a degree in Production Engineering from PUC-Rio.

He has completed

leadership programs at Harvard Business School and management programs at INSEAD, France.

Bruno Caratori, born in 1981, is the

Co-Founder, and Global Chief Executive Officer of the Hashdex group.

He oversees the firm’s operational activities and product development.

Before joining Hashdex, Mr.

Caratori led product development at Edmodo and previously worked at Gávea Investimentos and RiskControl.

He holds an MBA from Stanford University, a master’s degree in Business Economics from EPGE/FGV, and a bachelor’s degree in

Electrical Engineering from PUC-Rio.

Bruno Sousa, born in 1982, is one of

the Directors of the Sponsor and serves as Chief External Affairs Officer of the Hashdex group.

He joined the Sponsor as Head of Legal

after a distinguished career at Veirano Advogados, where he led the Fintech practice.

Sousa has nearly two decades of legal experience,

with a focus on Corporate and M&A law.

He has been recognized by Chambers & Partners and other legal directories for his work

in these areas.

Sousa holds an LLB from the Universidade de São Paulo and completed the Fintech Programme at Oxford University’s

Saïd Business School.

Samir Kerbage, born in 1988, serves

as one of the Directors of the Sponsor and Chief Investment Officer of the Hashdex group.

He is responsible for overseeing product development,

research, and investment management in the company’s crypto asset offerings.

Kerbage holds a degree in Computer Engineering

from the Military Institute of Engineering (IME) and has extensive experience in financial market infrastructure and quantitative trading.

Prior to joining the Sponsor, he worked at Americas Trading Group and has been involved in the digital assets space since 2016.

his career as a Military Engineering Officer in the Brazilian Army.

Silvia Motta, born in 1983, serves as

the Chief Financial Officer of the Hashdex group, where she is responsible for the firm’s financial operations, strategy, and human

Motta holds dual degrees in Electrical Engineering from PUC-Rio and École Centrale de Lyon, and an MBA from Harvard

Business School.

Her prior experience includes strategic consulting at McKinsey & Company, leading strategy at Coca-Cola Brazil, and

managing venture capital investments at Movile.

Mick McLaughlin, born in 1970, is the U.S.

Chief Executive

Officer and Global Head of Distribution of the Hashdex group.

Prior to joining Hashdex in 2024, Mr.

McLaughlin served as Chief Distribution

Officer at Bitwise Asset Management.

Earlier in his career, he was Managing Director and Head of ETF Distribution for the Americas at

Deutsche Bank and spent more than a decade at BlackRock and Barclays building the iShares ETF business.

McLaughlin holds a degree

in Government from California State University-Sacramento.

Relationships

1 unchanged sentence

in Certain Legal Proceedings

of the Sponsor’s executive officers or members of the Board of Managers has been involved in any of the following events

during the past ten years:

bankruptcy petition filed by or against any business or property of such person or any

partnership or business in which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

of the Sponsor’s executive officers or members of the Board of Managers has been involved in any of the following events during

the past ten years:

bankruptcy petition filed by or against any business or property of such person or any partnership

or business in which such person was a general partner or executive officer either at the

time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being a named subject of a pending criminal proceeding

(excluding traffic violations and other minor offences);

the subject of any order, judgment, or decree, not subsequently reversed, suspended or

vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,

barring, suspending or otherwise limiting his or her involvement in any type of business,

securities or banking activities;

the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated,

of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending

or otherwise limiting his or her involvement in any type of business, securities or banking

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity

1 unchanged sentence

law, and the judgment has not been reversed, suspended, or vacated;

the subject of, or a party to, any federal or state judicial or administrative order,

judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating

to an alleged violation of:

(i) any federal or state securities or commodities law or

or (ii) any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of

disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist

order, or removal or prohibition order;

or (iii) any law or regulation prohibiting mail

or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any federal or state judicial or administrative order, judgment,

decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged

violation of:

(i) any federal or state securities or commodities law or regulation;

any law or regulation respecting financial institutions or insurance companies including,

but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,

civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition

or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection

with any business entity;

the subject of, or a party to, any sanction or order, not subsequently reversed, suspended

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the

Exchange Act), any registered entity (as defined in Section 1(a)(40) of the Commodity

Exchange Act), or any equivalent exchange, association, entity or organization that has

disciplinary authority over its members or persons associated with a member.

Sponsor has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) which applies to all of its managers,

officers (including senior financial officers) and employees.

The Sponsor’s Code of Ethics covers all officers and employees

that manage the Trust and the Fund.

A printed copy of the Code of Ethics is available to any person free of charge, upon request,

by contacting the Sponsor at:

Investments LLC

234 West Florida Street

Wisconsin 53204

(844) 986-7700

the Sponsor makes any amendments to the Code of Ethics or grant any waivers, including any implicit waiver, from a provision of

its Code of Ethics, Sponsor will disclose the nature of such amendment or waiver on the Fund’s website.

The information

on the Fund’s website is not incorporated by reference into this Annual Report.

or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange

Act), any registered entity (as defined in Section 1(a)(40) of the Commodity Exchange Act),

or any equivalent exchange, association, entity or organization that has disciplinary authority

over its members or persons associated with a member.

Trust does not have a code of ethics as it does not have any directors, officers, or employees.

Sponsor has adopted and implemented a code of ethics and related policies and procedures (collectively, the “Code of Ethics”)

that applies to its executive officers and agents who perform certain functions with respect to the Trust that, if the Trust had executive

officers, would typically be performed by them.

The Code of Ethics is available on request, free of charge, by writing the Sponsor at

risk-compliance@hashdex.com.

The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles

that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster

compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for

adherence to this code.

Trading Policy

Sponsor has adopted an insider trading policy applicable to the Sponsor’s directors, officers and employees, which is included

as an exhibit to this annual report on Form 10-K.

as an exhibit to this Annual Report.

Executive Compensation

Trust does not directly compensate any of the executive officers of the Sponsor.

The executive officers of the Sponsor are compensated

by the Sponsor for the work they perform on behalf of the Trust.

The Trust does not set the amount or form of any portion of the

compensation paid to the executive officers by the Sponsor.

The Fund is obligated to pay a management fee to the Sponsor at an

annualized rate of 0.25% of average daily net assets.

The Sponsor has the right to elect to waive the management fee for the Fund;

that election may be changed by the Sponsor.

As of December 31, 2024 the Fund was not operational and as such there were no management

fees to the Sponsor.

as noted above the executive officers of the Sponsor are not compensated directly by the Trust, the Sponsor has adopted compliance

policies and procedures effective as of November 14, 2023 as required to comply with NYSE Arca Rule 5.3-E(p) on the recovery of

erroneously awarded compensation.

The Trust will recover reasonably promptly the amount of any erroneously awarded incentive-based

compensation in the event that the Trust is required to prepare an accounting restatement due to the material noncompliance of

the Trust with any financial reporting requirement under the securities laws, including any required accounting restatement to

correct an error in previously issued financial statements that is material to the previously issued financial statements, or

that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Trust does not have directors or executive officers.

The only ordinary expense of the Trust is the Sponsor’s Management Fee.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Ownership of Certain Beneficial Owners.

The following table sets forth information with respect to each person known to own

beneficially more than 5% of the outstanding Shares of the Fund as of December 31, 2024, based on information known to the Sponsor.

and Address of Beneficial Owner

and nature of Beneficial

Financial Services LLC

Liberty Street,

New York, NY 10281

Morgan Securities LLC/JPMC

New York, NY 10179

Schwab & Co., Inc.

Montgomery Street,

San Francisco, CA 94104

Chase Bank, National

Association 14201 Dallas Parkway,

Chase International Plaza

Dallas, TX 75254-2916

To the best knowledge of the Registrant, no person beneficially owned more

than 5% of the outstanding Shares of the Trust as of December 31,2025 .

Ownership of Management .

As of the date of this prospectus, the Sponsor owned 507% shares of the Fund and none of the principals

As of the date of this Annual Report, the Sponsor owned zero shares of the Fund and none of the principals

of the Sponsor owned any Shares of the Fund.

Neither the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in the

control of the Trust.

Trust has no securities authorized for issuance under equity compensation plans.

Certain Relationships and Related Transactions and Director Independence

the Trust nor the Fund entered into any transaction in which any related person had a direct or indirect material interest and

the Trust and the Fund do not propose to enter into any such transaction.

Neither the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in the control

of the Trust.

Authorized for Issuance under Equity Compensation Plans .

The Trust has no securities authorized for issuance under equity compensation

Relationships and Related Transactions and Director Independence

Item 11, above.

Trust has no directors or executive officers;

1 unchanged sentence

Principal Accountant and Audit Fees and Services

paid for services performed by Tait, Weller & Baker LLP, for the year ended December 31, 2024 were:

for services performed by Tait, Weller & Baker LLP , as paid by the Sponsor from the Management Fee, for the year ended December 31,

Audit-Related Fees

All Other Fees

Sponsor approved all services provided by Tait, Weller & Baker LLP, above.

The Sponsor preapproves all audit, non-audit, tax

preparation, and tax accounting services, if any, of the Trust’s independent registered public accounting firm and tax accounting

firm, including all engagement fees and terms.

approved all services provided by Tait, Weller & Baker LLP, above.

Tidal preapproved all audit, non-audit, tax preparation, and tax

accounting services, if any, of the Trust’s independent registered public accounting firm and tax accounting firm, including all

engagement fees and terms.

Exhibits and Financial Statements Schedules

following exhibits are filed as part of this report as required under Item 601 of Regulation S-K:

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).

Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024)

of Authorized Purchaser Agreement (incorporated by reference to Exhibit B of Exhibit 3.1 to the

Registrant’s Registration Statement on Form S-1 (File No.

333-273364), filed with the SEC on July

of Distribution Services Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s

Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023)

of Custody Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration

Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023)

of Bitcoin Custody Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration

Statement on Form S-1 (333-276254), filed with the SEC on December 26, 2023)

of Fund Accounting Servicing Agreement (incorporated by reference to Exhibit 10.4 to the

Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023)

of Transfer Agent Servicing Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s

Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31, 2023)

of Fund Administration Servicing Agreement (incorporated by reference to Exhibit 10.6 to the

Registrant’s Registration Statement on Form S-4 (333-275227), filed with the SEC on October 31,

and Restated ‘33 Act Fund Platform Support Agreement (incorporated by reference to Exhibit

10.7 to the Registrant’s Registration Statement on Form S-4 (333-275227), filed with the SEC

on October 31, 2023)

Financial Statements

Index to Financial Statements on page 34 for a list of the financial statements being

filed herein.

Financial Statement Schedules

have been omitted since they are either not required, not applicable, or the information has otherwise been included.

following exhibits are filed as herein or incorporated herein and made a part of this Annual Report:

Second 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.