Hashdex Commodities Trust 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Statement Regarding Forward-Looking Information This “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this filing that address activities, events or developments that will or may occur in the future, including such matters as movements in the commodities markets and indexes that track such movements, operations of the Fund, the Sponsor plans and references to the future success of the Fund and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Annual Report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward looking statements made in this filing are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the operations of the Fund or the value of the Shares of the Fund. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. Except as may be required by law, we do not undertake any obligation to update the forward-looking statements contained in this Annual Report to reflect any new information or future events or circumstances or otherwise. Trust Overview Hashdex Commodities Trust (f/k/a Tidal Commodities Trust I, prior to January 16, 2026) (the “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 Fund issues shares of beneficial interest, called “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund’s investment objective is for changes in the Shares’ net asset value (the “NAV”) to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price – Settlement (“NQBTCS” or the “Benchmark”), less expenses from the Fund’s operations. The Benchmark is designed to track the price performance of bitcoin. The Fund’s assets consist of bitcoin and, potentially, limited amounts of cash. 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. 26 The Trust and the Fund operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated January 15, 2026. On January 16, 2026, the post-effective amendment to the Trust’s Form S-1 for DEFI was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). 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 holdings (the “Cash Custodian” and together with the Bitcoin Custodian, the “Custodians”). The principal address and telephone number of the Fund is 1100 North Market Street, Suite 1300, Wilmington, DE 19801 and (302) 651-1000. 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 (the “Teucrium”). 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 Fund is Hashdex Asset Management Ltd. (the “Sponsor” or “Hashdex”), which receives a management fee (the “Management Fee”). As of December 31, 2025, the Sponsor serves as sponsor, investment manager, or investment adviser to over 9 pooled investment vehicles across multiple jurisdictions, including investment strategies relating to crypto asset markets. Prior to January 16, 2026, the Fund’s sponsor was Tidal Investments LLC (f/k/a Toroso Investments, LLC) (“Tidal”). 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 and redeems baskets consisting of 10,000 Shares (“Baskets”) at their NAV to certain financial institutions that have entered into an agreement with the Sponsor (the “Authorized Purchasers”). Recent Trends and Developments Impacting the Fund and Trust Conversion to 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. Under normal market conditions, the Fund’s had a policy to maximize its holdings of physical bitcoin such that it was expected that at least 95% of the Fund’s assets would be invested in spot bitcoin, and up to 5% of the Fund’s remaining assets would be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents. Upon the commencement of Hashdex’s service as the Trust’s sponsor, the Fund achieves its investment objective by primarily investing in bitcoin and does not purchase or sell bitcoin future contracts. Sponsor Transition Effective after the close of trading on January 15, 2026, Tidal withdrew as the sponsor of the Trust and simultaneously appointed Hashdex as the sponsor of the Trust (the “Sponsor Replacement”). In connection with the Sponsor Replacement, certain changes were made to the Fund’s principal investment strategies and techniques. Prior to the Sponsor Replacement, the Fund sought to achieve its investment objective by primarily investing in bitcoin. The Fund used bitcoin futures contracts for the primary purpose of acquiring physical bitcoin through Chicago Mercantile Exchange Inc.’s (“CME”) Exchange for Physical Transactions (“EFP”) and to offset cash and receivables for better tracking the Benchmark. The Fund had a policy to maximize its investments in physical bitcoin such that it was expected that, under normal market conditions, at least 95% of the Fund’s assets would be invested in bitcoin, and up to 5% may be invested in bitcoin futures contracts and in cash and cash equivalents, such as short-term Treasury bills, money market funds, and demand deposit accounts. 27 Upon the commencement of Hashdex’s service as the Trust’s sponsor, the Fund attempts to achieve its investment objective by primarily investing in bitcoin. The Fund’s assets consist of bitcoin and cash. The Fund may hold cash in connection with cash purchases and redemptions of Shares and it also will occasionally hold cash for short periods to pay the Sponsor’s Management Fee and any other Fund expenses and liabilities not assumed by the Sponsor. The Fund will not hold any assets other than bitcoin and cash. Results of Operations The discussion below addresses the material changes in the results of operations for the year ended December 31, 2025 compared to the same period in 2024. 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 Predecessor Trust sponsored by Teucrium. 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’ 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 reflected the average of the closing settlement prices for the first to expire and second to expire bitcoin futures contracts listed on the 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 NQBTCS, less expenses from the Fund’s operations. Under normal market conditions, the Fund’s policy was to maximize its holdings of physical bitcoin such that it was expected that at least 95% of the Fund’s assets would be invested in spot bitcoin, and up to 5% of the Fund’s remaining assets would be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents. Effective as of January 16, 2026, in connection with the change of the Trust’s Sponsor, certain changes were made to the Fund’s principal investment strategies and techniques. Prior to the Sponsor Replacement, the Fund used bitcoin futures contracts for the primary purpose of acquiring and disposing of physical bitcoin through CME’s EFP Transactions and to offset cash and receivables for better tracking the Benchmark. Upon the commencement of Hashdex’s service as the Trust’s sponsor, the Fund no longer acquires or disposes of bitcoin through the use of EFP Transaction. The Fund’s assets consist of bitcoin and cash. The Fund may hold cash in connection with cash purchases and redemptions of Shares and it also will occasionally hold cash for short periods to pay the Sponsor’s Management Fee and any other Fund expenses and liabilities not assumed by the Sponsor. The Fund will not hold any assets other than bitcoin and cash. Performance data from September 15, 2022, 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 investment strategy which involves investing in spot bitcoin. On December 31, 2025, the Fund held 134.8713007 bitcoin with an asset fair value of $11,812,267. December 31, 2025 December 31, 2024 Total Net Assets $ 11,897,778.28 $ 14,839,384.55 Shares Outstanding 120,000 140,000 Net Asset Value per Share $ 99.1482 $ 105.9956 Closing Price $ 98.9213 $ 106.2137 Total net assets for the Fund decreased year over year by 19.8%, driven by a combination of a decrease in Shares outstanding of 20,000 Shares or 14.3% and a decrease in the NAV per Share of $6.85 or 6.5%. The change in total net assets year over year was generally due to (i) net redemptions from the Fund, evidenced by the 14.3% decrease in Shares outstanding from 140,000 to 120,000 Shares; and (ii) the decline in the price of bitcoin from approximately $93,436.08 per bitcoin as of December 31, 2024, to approximately $87,581.77 per bitcoin as of December 31, 2025, representing an approximate 6.4% decrease during the period January 1, 2025 to December 31, 2025. 28 Year ended December 31, 2025 Year ended December 31, 2024 Average daily total net assets $ 14,513,763.92 $ 13,112,043.00 Net realized and unrealized loss on futures contracts $ (4,173.16) $ 7,526,022.00 Interest income earned on cash equivalents $ 1,546.41 $ 120,525.00 Net income (loss) $ (474,450.00) $ 10,581,435.00 Weighted average share outstanding 126,904.11 179,809.00 Management Fees $ 47,520.96 $ 119,739.00 Total gross fees and other expenses excluding management fees $ 48.00 $ 15,842.00 Brokerage Commissions $ 247.30 $ 6,407.00 Expenses waived by the Sponsor $ 0.00 $ 0.00 Total gross expense ratio 0.33 % 1.03 % Total expense ratio net of expenses waived by the Sponsor 0.33 % 1.03 % Net investment income 0.32 % 0.37 % Creation of Shares 20,000 340,000.00 Redemption of Shares (40,000) (250,000) The graph below shows the actual Shares outstanding, total net assets (or assets under management) and NAV per Share for the Fund from inception to December 31, 2025 and serves to illustrate the relative changes of these components. 29 Benchmark Performance The following graphs illustrate changes in each Fund’s NAV, as reflected by the graphs “Comparison of NAV to Benchmark” for the years ended December 31, 2025 and 2024. 30 Comparison of NAV to Benchmark for the Year Ended December 31, 2025 NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE. The graph above compares the return of the Fund with the Benchmark returns for the year ended December 31, 2025. The difference in the NAV price and the Benchmark value often results in the appearance of a NAV premium or discount to the Benchmark. Differences in the Benchmark and the Fund’s NAV per Share are due to such factors as the following, among others: ● The Benchmark assumes no Management Fees, while the Fund paid 0.25% of average net assets (0.90% prior to February 10, 2025) on an annualized basis to Tidal as a Management Fee. 31 Comparison of NAV to Benchmark for the Year Ended December 31, 2024 NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE. The graph above compares the return of the Fund with the Benchmark returns for the year ended December 31, 2024. The difference in the NAV price and the Benchmark value often results in the appearance of a NAV premium or discount to the Benchmark. Differences in the Benchmark and the Fund’s NAV per Share are due to such factors as the following, among others: ● The Benchmark assumes no Management Fees, while the Fund paid 0.90% of average net assets on an annualized basis to Tidal as a Management Fee. Frequency Distribution of Premiums and Discounts The frequency distribution chart below presents information about the difference between the daily market price for Shares of each Fund and the Fund’s reported NAV per Share. The amount that a Fund’s market price is above the reported NAV is called the premium. The amount that a Fund’s market price is below the reported NAV is called the discount. The market price is determined using the midpoint between the highest bid and the lowest offer on the listing exchange, as of the time that a Fund’s NAV is calculated (usually 4:00 p.m. E.T.). The chart shows the number of trading days in which the Fund traded within the premium/discount range indicated. Frequency distribution charts are also available on the Fund’s website on a quarterly basis. *A unit that is equal to 1/100th of 1% and is used to denote the change in a financial instrument. 32 NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE DEFI Q1 Q2 Q3 Q4 Total 2025 Days at premium 23 29 43 37 132 Days at NAV 0 0 0 0 0 Days at discount 38 33 21 27 119 The performance data above for the Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Off Balance Sheet Financing The Trust and the Fund had no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 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 is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Fund. As a result, the only ordinary expense of the Fund during the period covered by this Annual Report on Form 10-K (the “Annual Report”) was the Sponsor’s Management Fee. The Trust’s only source of liquidity is its sales of bitcoin. Only an Authorized Purchaser may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that act as Authorized Purchasers. To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other Authorized Purchaser is able to step forward to create or redeem creation units, Fund Shares may trade at a discount to NAV and possibly face trading halts and/or delisting. In addition, a decision by a market maker, lead market maker, or other large investor to cease activities for the Fund or a decision by a secondary market purchaser to sell a significant number of the Fund’s Shares could adversely affect liquidity, the spread between the bid and ask quotes, and potentially the price of the Shares. The Sponsor can make no guarantees that participation by Authorized Purchasers or market makers will continue. 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. Significant Accounting Policies In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. In addition, please refer to Note 2 to the Financial Statements included in this Report for further discussion of the Trust’s accounting policies. Item 7A. Quantitative and Qualitative Disclosures about Market Risks Not applicable. 33