Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
INDEX
TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
35
Tidal Commodities Trust I Combined Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets and Statements of Cash Flows
37
Hashdex Bitcoin ETF Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets and Statements of Cash Flows
42
Notes to Financial Statements
47
34
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders
of Hashdex Commodities Trust
Opinion on the Financial Statements
We have audited the accompanying combined statements
of assets and liabilities of Hashdex Commodities Trust (f/k/a Tidal Commodities Trust I) (the “Trust”), including the combined
schedule of investments as of December 31, 2025 and December 31, 2024, the related combined statements of operations, changes in net assets,
and cash flows for each of the two years in the period ended December 31, 2025 and the related notes (collectively referred to as the
“combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects,
the combined financial position of the Trust as of December 31, 2025 and December 31, 2024, and the results of its combined operations,
combined changes in net assets, and combined cash flows for each of the two years in the period ended December 31, 2025, in conformity
with accounting principles generally accepted in the United States of America.
We have also audited the accompanying statement of
assets and liabilities of Hashdex Bitcoin ETF (formerly Hashdex Bitcoin Futures ETF), (the “Fund”), a series of Hashdex Commodities
Trust, including the schedule of investments as of December 31, 2025 and December 31, 2024, and the related statements of operations,
changes in net assets, and cash flows for each of the two years in the period ended December 31, 2025 and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Fund as of December 31, 2025 and December 31, 2024, and the results of its operations, changes in net assets,
and cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted
in the United States of America.
Basis for Opinion
These combined financial statements and financial
statements are the responsibility of management of the Trust’s Sponsor. Our responsibility is to express an opinion on the Trust’s
combined financial statements and the Fund’s financial statements based on our audits. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect
to the Trust and Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB. We have served as the auditors of the Trust and the Fund since 2023.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial
statements and financial statements are free of material misstatement, whether due to error or fraud. The Trust and the Fund are not required
to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Trust’s and Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
35
Our audits included performing procedures to assess
the risks of material misstatement of the combined financial statements and financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the combined financial statements and financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements and financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the
current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. We determined that there were no critical audit matters.
TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
March 30, 2026
36
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2025
December 31, 2024
Assets
Investments (1)
$ 11,812,267
$ 14,713,026
Cash and cash equivalents (2)
52,133
29,680
Interest receivable
165
85
Equity in trading accounts:
Due from broker
35,778
108,214
Total equity in trading accounts
35,778
108,214
Total assets
$ 11,900,343
$ 14,851,005
Liabilities
Management fee payable to Sponsor
2,566
11,620
Total liabilities
$ 2,566
$ 11,620
Net assets
$ 11,897,777
$ 14,839,385
Shares issued and outstanding
120,000
140,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 99.15
$ 106.00
Market value per share
$ 98.92
$ 106.21
(1) Cost basis
$ 9,706,036
$ 11,099,080
(2) Cost basis
$ 52,133
$ 29,680
(1) Cost basis $ 9,706,036 $ 11,099,080
(2) Cost basis $ 52,133 $ 29,680
The
accompanying notes are an integral part of these financial statements.
37
TIDAL
COMMODITIES TRUST I
COMBINED
SCHEDULE OF INVESTMENTS
December
31, 2025
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 11,812,267
99.28 %
134.87
Total Cryptocurrency (cost $ 9,706,036 )
$ 11,812,267
99.28 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
3.67 %
$ 52,133
0.44 %
52,133
Total Cash Equivalents (cost $ 52,133 )
$ 52,133
0.44 %
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.
38
TIDAL COMMODITIES TRUST
I
COMBINED
STATEMENTS OF OPERATIONS
Year Ended
December 31, 2025
Year Ended
December 31, 2024
Investment Income
Broker interest income
247
63,830
Interest income
1,545
120,525
Total investment income
1,792
184,355
Expenses
Management fees
47,521
119,739
Broker expenses
48
15,842
Total expenses
47,569
135,581
Net Investment Income (loss)
$ ( 45,777 )
$ 48,774
Realized and unrealized gain (loss) on trading of
investments and cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ ( 4,173 )
$ 7,526,022
Realized gain (loss) on investments
1,083,215
( 529,068 )
Net change in unrealized appreciation (depreciation) on investments
( 1,507,715 )
3,613,946
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
( 78,239 )
Net realized and unrealized gain (loss)
( 428,673 )
10,532,661
Net Increase (Decrease) in Net Assets Resulting from Operations
$ ( 474,450 )
$ 10,581,435
The
accompanying notes are an integral part of these financial statements.
39
TIDAL COMMODITIES TRUST
I
COMBINED
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended
Year Ended
December 31, 2025
December 31, 2024
Operations
Net income (loss)
$ ( 474,450 )
$ 10,581,435
Capital transactions
Issuance of Shares
2,144,314
19,806,062
Redemption of Shares
( 4,611,472 )
( 18,085,070 )
Total capital transactions
( 2,467,158 )
1,720,992
Net change in net assets
( 2,941,608 )
12,302,427
Net assets, beginning of period
$ 14,839,385
$ 2,536,958
Net assets, end of period
$ 11,897,777
$ 14,839,385
Net asset value per share at beginning of period
$ 106.00
$ 50.74
Net asset value per share at end of period
$ 99.15
$ 106.00
Creation of Shares
20,000
340,000
Redemption of Shares
( 40,000 )
( 250,000 )
The
accompanying notes are an integral part of these financial statements.
40
TIDAL
COMMODITIES TRUST I
COMBINED
STATEMENTS OF CASH FLOWS
Year Ended
Year Ended
December 31, 2025
December 31, 2024
Cash flows from operating activities
Net income (loss)
$ ( 474,450 )
$ 10,581,435
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appreciation (depreciation) on investments
1,507,715
( 3,613,946 )
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
78,239
Net realized (gain) loss on sale of investments
( 1,083,215 )
529,068
Changes in operating assets and liabilities:
Purchases of investments
( 2,256,022 )
( 13,520,786 )
Proceeds from sale of investments
4,732,281
1,892,631
Due from broker
72,436
474,598
Interest receivable
( 80 )
10,212
Management fee payable to Sponsor
( 9,054 )
9,567
Net cash provided by (used in) operating activities
2,489,611
( 3,558,982 )
Cash flows from financing activities:
Proceeds from sale of Shares
2,144,314
19,806,069
Redemption of Shares
( 4,611,472 )
( 18,085,070 )
Net cash provided by (used in) financing activities
( 2,467,158 )
1,720,999
Net change in cash and cash equivalents
22,453
( 1,837,983 )
Cash and cash equivalents, beginning of period
29,680
1,867,663
Cash and cash equivalents, end of period
$ 52,133
$ 29,680
The
accompanying notes are an integral part of these financial statements.
41
HASHDEX BITCOIN ETF
STATEMENTS
OF ASSETS AND LIABILITIES
December 31, 2025
December 31, 2024
Assets
Investments (1)
$ 11,812,267
$ 14,713,026
Cash and cash equivalents (2)
52,133
29,680
Interest receivable
165
85
Equity in trading accounts:
Due from broker
35,778
108,214
Total equity in trading accounts
35,778
108,214
Total assets
$ 11,900,343
$ 14,851,005
Liabilities
Management fee payable to Sponsor
2,566
11,620
Total liabilities
$ 2,566
$ 11,620
Net assets
$ 11,897,777
$ 14,839,385
Shares issued and outstanding
120,000
140,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 99.15
$ 106.00
Market value per share
$ 98.92
$ 106.21
(3) Cost basis
$ 9,706,036
$ 11,099,080
(4) Cost basis
$ 52,133
$ 29,680
(1) Cost basis $ 9,706,036 $ 11,099,080
(2) Cost basis $ 52,133 $ 29,680
The
accompanying notes are an integral part of these financial statements.
42
HASHDEX
BITCOIN ETF
SCHEDULE OF INVESTMENTS
December 31, 2025
Description: Assets
Yield
Fair Value
Percentage of
Net Assets
Shares
Cryptocurrency
Bitcoin
$ 11,812,267
99.28 %
134.87
Total Cryptocurrency (cost $ 9,706,036 )
$ 11,812,267
99.28 %
Cash equivalents
Money market funds
First American Government Obligations Fund - Class X
3.67 %
$ 52,133
0.44 %
52,133
Total Cash Equivalents (cost $ 52,133 )
$ 52,133
0.44 %
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.
43
HASHDEX BITCOIN ETF
STATEMENTS OF OPERATIONS
Year Ended
December 31, 2025
Year Ended
December 31, 2024
Investment Income
Broker interest income
247
63,830
Interest income
1,545
120,525
Total investment income
1,792
184,355
Expenses
Management fees
47,521
119,739
Broker expenses
48
15,842
Total expenses
47,569
135,581
Net Investment Income
(loss)
( 45,777 )
48,774
Realized and unrealized gain (loss) on trading of
investments and cryptocurrency futures contracts:
Realized gain (loss) on cryptocurrency futures contracts
$ ( 4,173 )
$ 7,526,022
Realized gain (loss) on investments
1,083,215
( 529,068 )
Net change in unrealized appreciation (depreciation) on investments
( 1,507,715 )
3,613,946
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
( 78,239 )
Net realized and unrealized gain (loss)
( 428,673 )
10,532,661
Net Increase (Decrease) in Net Assets Resulting from Operations
$ ( 474,450 )
$ 10,581,435
The
accompanying notes are an integral part of these financial statements.
44
HASHDEX BITCOIN ETF
STATEMENTS OF CHANGES IN NET ASSETS
Year Ended
Year Ended
December 31, 2025
December 31, 2024
Operations
Net income (loss)
$ ( 474,450 )
$ 10,581,435
Capital transactions
Issuance of Shares
2,144,314
19,806,062
Redemption of Shares
( 4,611,472 )
( 18,085,070 )
Total capital transactions
( 2,467,158 )
1,720,992
Net change in net assets
( 2,941,608 )
12,302,427
Net assets, beginning of period
$ 14,839,385
$ 2,536,958
Net assets, end of period
$ 11,897,777
$ 14,839,385
Net asset value per share at beginning of period
$ 106.00
$ 50.74
Net asset value per share at end of period
$ 99.15
$ 106.00
Creation of Shares
20,000
340,000
Redemption of Shares
( 40,000 )
( 250,000 )
The
accompanying notes are an integral part of these financial statements
45
HASHDEX BITCOIN ETF
STATEMENTS OF CASH FLOWS
Year Ended
Year Ended
December 31, 2025
December 31, 2024
Cash flows from operating activities
Net income (loss)
$ ( 474,450 )
$ 10,581,435
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appreciation (depreciation) on investments
1,507,715
( 3,613,946 )
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
78,239
Net realized (gain) loss on sale of investments
( 1,083,215 )
529,068
Changes in operating assets and liabilities:
Purchases of investments
( 2,256,022 )
( 13,520,786 )
Proceeds from sale of investments
4,732,281
1,892,631
Due from broker
72,436
474,598
Interest receivable
( 80 )
10,212
Management fee payable to Sponsor
( 9,054 )
9,567
Net cash provided by (used in) operating activities
2,489,611
( 3,558,982 )
Cash flows from financing activities:
Proceeds from sale of Shares
2,144,314
19,806,069
Redemption of Shares
( 4,611,472 )
( 18,085,070 )
Net cash provided by (used in) financing activities
( 2,467,158 )
1,720,999
Net change in cash and cash equivalents
22,453
( 1,837,983 )
Cash and cash equivalents, beginning of period
29,680
1,867,663
Cash and cash equivalents, end of period
$ 52,133
$ 29,680
The
accompanying notes are an integral part of these financial statements.
46
NOTES
TO FINANCIAL STATEMENTS
December
31, 2025
Note
1 - Organization
These
footnotes represent the footnotes to the Financial Statements of Hashdex Bitcoin ETF (f/k/a Hashdex Bitcoin Futures ETF) (the “Fund”)
and the Combined Financial Statements of Hashdex Commodities Trust (f/k/a Tidal Commodities Trust I, prior to January 16, 2026) (the
“Trust”). The Combined Financial Statements for the years ending December 31, 2025 and 2024 represent the assets and liabilities,
schedule of investments, statement of operations, changes in net assets and cash flows for the Fund.
The
Fund is a series of the Trust, a Delaware statutory trust organized on February 10, 2023. The Fund operates pursuant to the Second Amended
and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated January 15, 2026. The Fund is currently
the Trust’s only publicly offered series. The Fund is an exchange-traded fund that issues units of beneficial interest (the “Shares”)
representing fractional undivided beneficial interests in its net assets that trade on NYSE Arca, Inc. (the “Exchange”).
The Shares are listed for trading on the Exchange under the ticker symbol “DEFI”.
The
Trust is registered with the U.S. Securities and Exchange Commission (the “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 (“ETF”).
The Fund is managed and controlled by Hashdex Asset Management Ltd. (the “Sponsor”), 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. Prior to
January 16, 2026 the Fund’s sponsor was Tidal Investments LLC (f/k/a Toroso Investments, LLC) (“Tidal”).
On
January 2, 2024, the initial Form S-1 for DEFI was declared effective by the 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. 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.
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 (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. During the years ending December 31, 2025 and 2024, the Fund used to invest in bitcoin, bitcoin futures
contracts (the “Bitcoin Futures Contracts”) listed on the Chicago Mercantile Exchange Inc. (the “CME”), and cash
and cash equivalents. Under normal market conditions, the Fund 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 assets would
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.
As
discussed below in Note 9 – Subsequent Events, effective after the close of trading on January 15, 2026, Tidal withdrew as sponsor
of the Trust and simultaneously appointed Hashdex Asset Management Ltd. as the sponsor of the Trust (the “Sponsor Replacement”).
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 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 CME’s Exchange for Physical
Transactions (“EFP”) and to offset cash and receivables for better tracking the Benchmark. Upon the commencement of Hashdex
Asset Management Ltd.’s service as the Trust’s sponsor, the Fund no longer holds Bitcoin Futures Contracts. The Fund attempts
to achieve its investment objective by primarily investing in bitcoin. The Fund’s assets consists of bitcoin and cash. The Fund
will not hold any assets other than bitcoin and cash. Unless otherwise indicated, the discussion in these Notes of the Financial Statements
is as of December 31, 2025, which is the end of the reporting period.
47
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 of beneficial interest, with a $ 0 .00 par value. All Shares of the Fund have equal rights and
privileges.
Note
2 – Significant Accounting Policies
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.
Significant
accounting policies of the Fund are as follows:
The
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP” or “GAAP”).
Use
of Estimates
The
preparation of financial statements in conformity with 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.
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 the Sponsor
from their independent legal counsel and a Commodity Futures Trading Commission (“CFTC”) 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.
48
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.
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 (the “Global Fund Services”), the Fund’s
administrator, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of
the New York Stock Exchange or 4:00 p.m. E.T. The NAV for a particular trading day will be released after 4:15 p.m. E.T.
To
determine the value of Bitcoin Futures Contracts, Global Fund Services uses the settlement price for the Bitcoin Futures Contracts, as
reported on the CME. CME Group staff determines the daily settlements for the Bitcoin Futures Contracts based on trading activity on
CME Globex exchange between 14:59:00 and 15:00:00 Central Time, 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 price 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:
49
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.
Schedule of fair values of investments disaggregated into three levels of fair value hierarchy
TIDAL
COMMODITIES TRUST I
December
31, 2025
Level 1
Level 2
Level 3
Balance as of
December 31, 2025
Assets:
Cryptocurrency
$ 11,812,267
$ —
$ —
$ 11,812,267
Money market funds
52,133
—
—
52,133
Total
$ 11,864,400
$ —
$ —
$ 11,864,400
December
31, 2024
Level 1
Level 2
Level 3
Balance as of
December 31, 2024
Assets:
Cryptocurrency
$ —
$ 14,713,026
$ —
$ 14,713,026
Money market funds
29,680
—
—
29,680
Total
$ 29,680
$ 14,713,026
$ —
$ 14,742,706
As of December 31, 2025, the Trust's bitcoin
holdings were transferred from Level 2 to Level 1 within the fair value hierarchy. This change reflects the use of a quoted price in
an active market for identical assets (Level 1 input), as opposed to the Futures-Based Spot Price (FBSP) methodology applied
throughout the year, which relied on observable inputs other than quoted prices in active markets for identical assets. For the year
ended December 31, 2024, the Trust did not have any significant transfers between any of the levels of the fair value hierarchy. On
December 31, 2025, the FBSP pricing file was not available, and the Administrator used a quoted market price from Bloomberg as an
alternative source.
HASHDEX
BITCOIN ETF
December
31, 2025
Level 1
Level 2
Level 3
Balance as of
December 31, 2025
Assets:
Cryptocurrency
$ 11,812,267
$ —
$ —
$ 11,812,267
Money market funds
52,133
—
—
52,133
Total
$ 11,864,400
$ —
$ —
$ 11,864,400
50
December
31, 2024
Level 1
Level 2
Level 3
Balance as of
December 31, 2024
Assets:
Cryptocurrency
$ —
$ 14,713,026
$ —
$ 14,713,026
Money market funds
29,680
—
—
29,680
Total
$ 29,680
$ 14,713,026
$ —
$ 14,742,706
As
of December 31, 2025, the Fund's bitcoin holdings were transferred from Level 2 to Level 1 within the fair value hierarchy. This
change reflects the use of a quoted price in an active market for identical assets (Level 1 input), as opposed to the Futures-Based
Spot Price (FBSP) methodology applied throughout the year, which relied on observable inputs other than quoted prices in active
markets for identical assets. For the year ended December 31, 2024, the Fund did not have any significant transfers between any of
the levels of the fair value hierarchy. On December 31, 2025, the FBSP pricing file was not available, and the
Administrator used a quoted market price from Bloomberg as an alternative source.
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
—
( 1,507,715 )
Net realized gain on investments in bitcoin
—
1,083,215
Ending balance as of December 31, 2025
134.87
$ 11,812,267
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
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 the 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 (the “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.
51
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 FASB Accounting Standards Update (the “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.”
The
following table identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative
contracts, categorized by primary underlying risk, and held by StoneX.
TIDAL
COMMODITIES TRUST I
Offsetting
of Financial Assets and Derivative Assets as of December 31, 2025
(iv)
Gross
Amount Not Offset in the
Statement of Assets and Liabilities
Description
(i)
Gross Amount of Recognized Assets
(ii)
Gross Amount Offset in the Statement of Assets and Liabilities
(iii)
= (i-ii)
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts
Available for Offset
Collateral,
Due to Broker
(v)
= (iii)-(iv)
Net
Amount
Cryptocurrency Price
Bitcoin futures contracts
$
—
$
—
—
—
$
—
$
—
Offsetting
of Financial Liabilities and Derivative Assets as of December 31, 2024 *
(iv)
Gross
Amount Not Offset in the
Statement of Assets and Liabilities
Description
(i)
Gross Amount of Recognized Assets
(ii)
Gross Amount Offset in the Statement of Assets and Liabilities
(iii)
= (i-ii)
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts
Available for Offset
Collateral,
Due to Broker
(v)
= (iii)-(iv)
Net
Amount
Cryptocurrency Price
Bitcoin futures contracts
$
—
$
—
—
—
$
—
$
—
*
Reflects financial data for the Hashdex Bitcoin Futures
ETF, which was a series of Teucrium Commodity Trust, through January 3, 2024. Please see Note 6, below, for more information.
52
HASHDEX
BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
Offsetting
of Financial Assets and Derivative Assets as of December 31, 2025
(iv)
Gross
Amount Not Offset in the
Statement of Assets and Liabilities
Description
(i)
Gross Amount of Recognized Assets
(ii)
Gross Amount Offset in the Statement of Assets and Liabilities
(iii)
= (i-ii)
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts
Available for Offset
Collateral,
Due to Broker
(v)
= (iii)-(iv)
Net
Amount
Cryptocurrency Price
Bitcoin futures contracts
$
—
$
—
—
—
$
—
$
—
Offsetting
of Financial Liabilities and Derivative Assets as of December 31, 2024*
(iv)
Gross
Amount Not Offset in the
Statement of Assets and Liabilities
Description
(i)
Gross Amount of Recognized Assets
(ii)
Gross Amount Offset in the Statement of Assets and Liabilities
(iii)
= (i-ii)
Net Amount Presented in the Statement of Assets and Liabilities
Futures Contracts
Available for Offset
Collateral,
Due to Broker
(v)
= (iii)-(iv)
Net
Amount
Cryptocurrency Price
Bitcoin futures contracts
$
—
$
—
—
—
$
—
$
—
*
Reflects financial data for the Hashdex Bitcoin Futures
ETF, which was a series of Teucrium Commodity Trust, through January 3, 2024. Please see Note 6, below, for more information.
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 :
TIDAL
COMMODITIES TRUST I
Year
ended December 31, 2025.
Realized Gain (Loss) on Commodity Futures
Contracts
Net Change in Unrealized Depreciation on Commodity Futures
Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ ( 4,173 )
$ —
53
Year
ended December 31, 2024.*
Realized Gain on Commodity Futures
Contracts
Net Change in Unrealized Depreciation on Commodity Futures
Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 7,526,022
$ ( 78,239 )
*
Reflects financial data for the Hashdex Bitcoin Futures
ETF, which was a series of Teucrium Commodity Trust, through January 3, 2024. Please see Note 6, below, for more information.
HASHDEX
BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
Year
ended December 31, 2025.
Realized Gain (Loss) on Commodity Futures
Contracts
Net Change in Unrealized Depreciation on Commodity Futures
Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ ( 4,173 )
$ —
Year
ended December 31, 2024.*
Realized Gain on Commodity Futures
Contracts
Net Change in Unrealized Depreciation on Commodity Futures
Contracts
Cryptocurrency Price
Bitcoin futures contracts
$ 7,526,022
$ ( 78,239 )
*
Reflects financial data
for the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust, through January 3, 2024. Please see Note 6,
below, for more information.
Volume
of Derivative Activities
The
average notional market value categorized by primary underlying risk for the futures contracts held was zero for the year ended December
31, 2025 and $ 3.5 million for the year ended December 31, 2024 for the Trust and the Fund.
Basis
of Presentation
The
preparation of these financial statements in conformity with U.S. GAAP 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.
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.
54
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 .
TIDAL
COMMODITIES TRUST I
Year Ended December 31, 2025
$ 148
Year Ended December 31, 2024*
$ 6,407
*
Reflects financial data
for the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust, through January 3, 2024. Please see Note 6,
below, for more information.
HASHDEX
BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
Year Ended December 31, 2025
$ 148
Year Ended December 31, 2024*
$ 6,407
*
Reflects financial data
for the Hashdex Bitcoin Futures ETF, which was a series of Teucrium Commodity Trust, through January 3, 2024. Please see Note 6,
below, for more information.
Due
from/to Broker
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.
55
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.
Note
3 - Sponsor Fee Allocation of Expenses and Related Party Transactions
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. From
March 27, 2024 until February 10, 2025, the Management Fee was 0.90 % per annum of the daily NAV of the Fund. Prior to March 27, 2024,
the Management Fee was 0.94 % per annum of the daily NAV of the Fund. The Management Fee is paid by the Fund to the Sponsor as compensation
for services performed under the Trust Agreement. In addition to the Management Fee, the Fund pays all of its respective brokerage commissions,
including financing fees, bitcoin network fees and similar transaction fees and expenses charged in connection with trading activities.
The Trust also pays all fees and commissions related to the sale and purchase of spot bitcoin, including any bitcoin transaction fees
for on-chain transfers of bitcoin. The Sponsor pays all other 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 Fund’s 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. In the event the Trust's cash
balance is insufficient to pay all fees and expenses, including the Management Fee, the Trust may need to sell crypto assets from time
to time to pay for its fees and expenses, and up to $ 250,000 per annum in ordinary legal fees and expenses. The Sponsor may determine
in its sole discretion to assume legal fees and expenses of the Trust in excess of $ 250,000 per annum. The Sponsor may determine in its
sole discretion to assume any non-recurring and unusual fees and expenses of the Trust, if applicable. To the extent that the Sponsor
does not voluntarily assume such fees and expenses, they will be the responsibility of the Trust.
Administrator
During
the reporting periods covered by these Financial Statements, the Fund employed Tidal ETF Services LLC as the Fund’s administrator
(the “Administrator”). In turn, the Administrator 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 assisted the Fund and the Sponsor with certain functions and duties relating to marketing, which included 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 cash custodian (the “Cash 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 served as sub-administrator
for the Fund during the reporting periods covered by these Financial Statements, performing certain sub-administrative and accounting
services, and support in preparing certain SEC and CFTC reports on behalf of the Fund.
56
Bitcoin
Custodian
The
Fund’s bitcoin 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 (the
“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 insurance
policies 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
During
the reporting periods covered by these Financial Statements, the Fund employed Foreside Fund Services, LLC, a wholly-owned subsidiary
of Foreside Financial Group, LLC (d/b/a ACA Group) as the marketing agent (the “Marketing Agent”) for the Fund. The Marketing
Agent Agreement by and between the Marketing Agent and the Trust called for the Marketing Agent to work with the Custodian in connection
with the receipt and processing of orders for the creation and redemption of baskets of 10,000 Shares (“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 the
Financial Industry Regulatory Authority.
Support
Agent
During
the reporting periods covered by these Financial Statements, the Administrator also assisted the Fund and the Sponsor with certain functions
and duties relating to administration and marketing, which include the following: marketing and sales strategy and marketing related
services.
D ig ital
Asset Adviser
Hashdex
Asset Management Ltd. (“Hashdex” or the “Digital Asset Adviser”) is a Cayman Islands investment manager (and
an Exempt Reporting Advisor under SEC rules) that specializes in, among other things, the management, research, investment analysis and
other investment support services of funds and ETFs with investment strategies involving bitcoin and other crypto assets. As Digital
Asset Adviser during the reporting periods covered by these Financial Statements, Hashdex was 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 had no role in maintaining, calculating or publishing the Benchmark. Hashdex also had no responsibility for the investment or
management of the Fund’s portfolio or for the overall performance or operation of the Fund. Please see Note 9, below, for more
information about Hashdex’s role with respect to the Fund.
Note
4 - 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 Tidal.
57
Note
5 - Financial Highlights
The
following tables present per unit performance data and other supplemental financial data for the years ended December 31, 2025 and 2024.
This information has been derived from information presented in the financial statements.
For the year ended
December 31, 2025
For the year ended
December 31, 2024
Per Share Operation Performance
Net asset value per share, beginning of period
$ 106.00
$ 50.74
Income (loss) from investment operations:
Net Investment income (1)
( 0.36 )
0.27
Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts
( 6.49 )
54.99
Net increase (decrease) in net asset value
( 6.85 )
55.26
Net asset value at end of period
$ 99.15
$ 106.00
Total return (2)
( 6.46 )%
108.91 %
Ratios to average net assets:
Total expenses
0.33 %
1.03 %
Net expenses
0.33 %
1.03 %
Net investment loss
( 0.32 )%
0.37 %
(1) Based on average
shares outstanding during the year
(2) Not Annualized
Note
6 - Merger with Hashdex Bitcoin Futures ETF
As
reported by the Tidal Commodities Trust I on a Form 8-K filed with the SEC on January 3, 2024 (File No. 001-41900), the Trust completed
the Merger of the Fund with the Predecessor Fund.
Pursuant
to the terms of the Merger, each Predecessor Fund shareholder received one share of the Fund for every one share of the Predecessor Fund
held on January 3, 2024 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. Upon the Merger closing, all of
the Predecessor Fund’s shares were cancelled and the Predecessor Fund was liquidated.
The
sponsor of the Predecessor Fund, Teucrium, did not receive any compensation dependent on the consummation of the Merger. Pursuant to
a certain Amended and Restated ‘33 Act Fund Platform Support Agreement, as amended (the “Support Agreement”) among
Tidal, Administrator, Digital Asset Adviser, and Teucrium, Tidal agreed to provide Teucrium after the Merger with a monthly amount equal
to seven percent ( 7 %) of the Management Fee paid to Tidal from the Fund; provided, however, that such fee was never be less than 0.04 %
of monthly average net assets of the Fund (the “Teucrium Compensation”). Any payment of the Teucrium Compensation was made
from the resources of Tidal and not from the assets of the Fund.
On
January 3, 2024, the Fund issued 50,000 shares at net asset value of $ 2,708,819 for 50,000 shares the Predecessor 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 .
58
Note
7 - Conversion to Spot Bitcoin ETF
On
March 26, 2024, Tidal 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 current benchmark index is the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS), which better reflects the Fund’s
current strategy of direct bitcoin investment. During the reporting periods covered by these Financial Statements, 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. Up to 5 % of the Fund’s assets would be invested in CME-traded bitcoin
futures contracts and in cash and cash equivalents.
59
Note
8 - Segment Reporting
In
accordance with the FASB 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.
During
the reporting periods covered by these Financial Statements, the Fund’s investment activities were managed by Tidal, which served
as the Chief Operating Decision Maker (the “CODM”). Tidal was responsible for assessing the Fund’s financial performance
and allocating resources. In making these assessments, Tidal evaluated 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
of Tidal has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and the management
of the Sponsor will continue to evaluate its reporting requirements in accordance with applicable accounting standards.
Note 9 - Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the transparency of income tax disclosures by
requiring disaggregated information about the effective tax rate reconciliation and income taxes paid. The standard is effective for public
business entities for annual periods beginning after December 15, 2024.
The Fund is treated as a partnership for U.S. federal
income tax purposes and is not subject to entity-level federal income tax. Management of Tidal has evaluated ASU 2023-09 and determined
that the adoption of this standard does not have a material impact on the Fund's financial statements or related disclosures.
Note
10 - Subsequent Events
In
preparing these financial statements, management of the Sponsor has evaluated the financial statements for the year ended December 31,
2025 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date
of the filing or disclosure herein for the Fund other than as noted below.
Effective
after the close of trading on January 15, 2026, the Sponsor Replacement occurred. 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 sought to achieve its investment objective by primarily investing in bitcoin. 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
to better track the Benchmark.
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 directly, without the use of futures contracts. The Fund’s assets will 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 (as defined below) and any other Fund expenses and liabilities not assumed by the Sponsor. The
Fund will not hold any assets other than bitcoin and cash.
In
connection with the Sponsor Replacement, the marketing agent for the Trust and the Fund was replaced. Effective January 16, 2026, the
Fund employs Paralel Distributors LLC as the Marketing Agent for the Fund. The Marketing Agent Agreement among the Marketing Agent, the
Sponsor, and the Trust calls for the Marketing Agent to work with the Cash Custodian in connection with the receipt and processing of
orders for the creation and redemption of Baskets and the review and approval of all Fund sales literature and advertising material.
The Marketing Agent’s principal business address is 1700 Broadway, Suite 1850, Denver CO 80290. The Marketing Agent is a broker-dealer registered
with the SEC and a member of FINRA.
60
Also
in connection with the Sponsor Replacement, Tidal ETF Services LLC no longer serves as the Fund’s administrator; rather Global
Fund Services serves as the Fund’s administrator. In addition, the Amended and Restated ‘33 Act Fund Platform Support Agreement
between Tidal, Tidal ETF Services LLC and Hashdex was terminated and Tidal ETF Services LLC no longer serves as a Support Agent and Hashdex
no longer serves as a Digital Asset Adviser with respect to the Trust or the Fund.
In
addition, in connection with the Sponsor Replacement, the Administrator will value the bitcoin held by the Fund based on the closing
level of the Benchmark, the NQBTCS, not the FBSP, unless the prices are not available or the Administrator, in its sole discretion, determines
that the NQBTCS is unreliable.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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.