UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
☒
Quarterly report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March
31, 2026
OR
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
for the transition period from
_____________ to _____________
Commission File Number: 001-41900
Hashdex Commodities Trust
(Exact name of registrant as specified
in its charter)
Delaware
92-6468665
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Wilmington Trust, National Association
1100 N. Market Street , Suite 1300
Wilmington , Delaware 19801
(Address of principal executive offices)
(Zip code)
(302) 651-1000
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol
Name of each exchange on
which registered
Shares of beneficial interest, no par value, of Hashdex Bitcoin ETF, a series of the Registrant
DEFI
NYSE Arca, Inc.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒ Yes ☐
No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Yes ☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated Filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒
No
As of March 31, 2026, there were 120,000 shares of beneficial interest,
no par value, of Hashdex Bitcoin ETF issued and outstanding.
Table of Contents
Page
Part I. FINANCIAL INFORMATION
Item 1.
Financial Statements
1
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
11
Item 4.
Controls and Procedures
11
Part II. OTHER INFORMATION
Item 1.
Legal Proceedings
12
Item 1A.
Risk Factors
12
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
12
Item 3.
Defaults Upon Senior Securities
12
Item 4.
Mine Safety Disclosures
12
Item 5.
Other Information
12
Item 6.
Exhibits
12
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Index to Financial Statements
Documents
Page
HASHDEX COMMODITIES TRUST
Combined Statements of Assets and Liabilities at March 31, 2026 (Unaudited) and December 31, 2025
F-1
Combined Schedule of Investments at March 31, 2026 (Unaudited) and December 31, 2025
F-2
Combined Statements of Operations (Unaudited) for the three months ended March 31, 2026 and 2025
F-4
Combined Statements of Changes in Net Assets (Unaudited) for the three months ended March 31, 2026 and 202 5
F-5
Combined Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025
F-6
HASHDEX BITCOIN ETF
Statements of Assets and Liabilities at March 31, 2026 (Unaudited) and December 31, 2025
F-7
Schedule of Investments at March 31, 2026 (Unaudited) and December 31, 2025
F-8
Statements of Operations (Unaudited) for the three months ended March 31, 2026 and 2025
F-10
Statements of Changes in Net Assets (Unaudited) for the three months ended March 31, 2026 and 2025
F-11
Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025
F-12
Notes to Financial Statements (Unaudited)
F-13
HASHDEX COMMODITIES TRUST
(FORMERLY, TIDAL COMMODITIES TRUST
I)
COMBINED STATEMENTS OF ASSETS
AND LIABILITIES
March 31, 2026 (Unaudited)
December 31, 2025
ASSETS
Investments (1)
$ 9,141,203
$ 11,812,267
Cash and cash equivalents (2)
50,674
52,133
Interest receivable
164
165
Equity in trading accounts:
Due from broker
30,712
35,778
Total equity in trading accounts
30,712
35,778
Total Assets
9,222,753
11,900,343
LIABILITIES
Management fee payable to Sponsor
2,018
2,566
Total Liabilities
2,018
2,566
NET ASSETS
$ 9,220,735
$ 11,897,777
Shares issued and outstanding
120,000
120,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 76.84
$ 99.15
Market value per share
$ 76.92
$ 98.92
(1) Cost basis
$ 9,706,036
$ 9,706,036
(2) Cost basis
$ 50,674
$ 52,133
(1) Cost basis $ 9,706,036 $ 9,706,036
(2) Cost basis $ 50,674 $ 52,133
The accompanying notes are an integral part of these financial
statements.
F- 1
HASHDEX COMMODITIES TRUST
(FORMERLY, TIDAL COMMODITIES
TRUST I)
COMBINED SCHEDULE OF INVESTMENTS
March 31, 2026
(Unaudited)
Description: Assets
Yield
Fair Value
Percentage of Net Assets
Quantity
Cryptocurrency
Bitcoin
$ 9,141,203
99.14 %
135
Total Cryptocurrency (cost $ 9,706,036 )
$ 9,141,203
99.14 %
Cash Equivalents
Money market funds
First American Government Obligations Fund - Class X
3.58 %
50,674
0.55 %
50,674
Total Cash Equivalents (cost $ 50,674 )
$ 50,674
0.55 %
Total Investments (cost $ 9,756,710 )
$ 9,191,877
99.69 %
Other Assets in Excess of Liabilities
28,858
0.31 %
Total Net Assets
$ 9,220,735
100.00 %
The accompanying notes are an integral part of these financial
statements.
F- 2
HASHDEX COMMODITIES TRUST
(FORMERLY, TIDAL COMMODITIES
TRUST I)
COMBINED SCHEDULE OF INVESTMENTS
December 31, 2025
Description: Assets
Yield
Fair Value
Percentage of Net Assets
Quantity
Cryptocurrency
Bitcoin
$ 11,812,267
99.28 %
135
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
Total Cash Equivalents (cost $ 52,133 )
$ 52,133
0.44 %
Total Investments (cost $ 9,758,169 )
$ 11,864,400
99.72 %
Other Assets in Excess of Liabilities
33,377
0.28 %
Total Net Assets
$ 11,897,777
100 %
The accompanying notes are an integral
part of these financial statements.
F- 3
HASHDEX COMMODITIES TRUST
(FORMERLY, TIDAL COMMODITIES TRUST I)
COMBINED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 2026 (Unaudited)
Three Months Ended March 31, 2025 (Unaudited)
INVESTMENT INCOME (LOSS)
Income:
Broker interest income
$ 9
$ 85
Interest income
466
98
Total Income
475
183
Expenses:
Management fees
6,453
20,385
Broker expenses
—
—
Total Expenses
6,453
20,385
Net Expenses
6,453
20,385
Net Investment Loss
( 5,978 )
( 20,202 )
REALIZED AND CHANGE IN UNREALIZED GAIN (LOSS)
Net Realized gain (loss) on cryptocurrency futures contracts
—
—
Net Realized gain (loss) on investments
—
—
Net change in unrealized appreciation (depreciation) on investments
( 2,671,064 )
( 1,712,846 )
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
—
Net realized and change in unrealized gain (loss)
( 2,671,064 )
( 1,712,846 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 2,677,042 )
$ ( 1,733,048 )
The accompanying notes are an integral
part of these financial statements.
F- 4
HASHDEX COMMODITIES TRUST
(FORMERLY, TIDAL COMMODITIES TRUST
I)
COMBINED STATEMENTS OF CHANGES IN
NET ASSETS
(Unaudited)
Three Months Ended March 31, 2026 (Unaudited)
Three Months Ended March 31, 2025 (Unaudited)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment loss
$ ( 5,978 )
$ ( 20,202 )
Net realized gain (loss)
—
—
Net change in unrealized appreciation (depreciation)
( 2,671,064 )
( 1,712,846 )
Net increase (decrease) in net assets resulting from operations
( 2,677,042 )
( 1,733,048 )
CAPITAL SHARE TRANSACTIONS
Shares issued
—
—
Shares redeemed
—
—
Net increase (decrease) in net assets from capital share transactions
—
—
Total increase (decrease) in net assets
$ ( 2,677,042 )
$ ( 1,733,048 )
NET ASSETS
Beginning of Period
$ 11,897,777
$ 14,839,385
End of Period
$ 9,220,735
$ 13,106,337
The accompanying notes are an integral
part of these financial statements.
F- 5
HASHDEX COMMODITIES TRUST
(FORMERLY, TIDAL COMMODITIES TRUST
I)
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
Effective for the three month ended March 31,
2026, the Trust has elected to discontinue the presentation of the Statement of Cash Flows. This change is in accordance with the guidance
under FASB ASC 230, which exempts certain investment companies from presenting a Statement of Cash flows when specific criteria are met.
The Trust noted that as of and for the three month ended March 31, 2026, these criteria were met where substantially all investments were
highly liquid in Level 1 or Level 2 of the fair value hierarchy as shown in Note 2, all investments are carried at fair value, the Trust
carried no debt, and the combined statements of changes in net assets is presented.
The table below concerns Statements of Cash Flows
for the three months ended March 31, 2025:
Three Months Ended March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$ ( 1,733,048 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appr. (depr.) on investments
—
Changes in operating assets and liabilities:
Investments
1,712,846
Due from broker
( 85 )
Interest receivable
80
Management fee payable to Sponsor
( 8,749 )
Net cash provided by (used in) operating activities
( 28,956 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of Shares
—
Redemption of Shares
—
Net cash provided by (used in) financing activities
—
Net change in cash and cash equivalents
( 28,956 )
Cash and cash equivalents, beginning of period
29,680
Cash and cash equivalents, end of period
$ 724
The accompanying notes are an integral
part of these financial statements.
F- 6
HASHDEX BITCOIN ETF
STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2026 (Unaudited)
December 31, 2025
ASSETS
Investments (1)
$ 9,141,203
$ 11,812,267
Cash and cash equivalents (2)
50,674
52,133
Interest receivable
164
165
Equity in trading accounts:
Due from broker
30,712
35,778
Total equity in trading accounts
30,712
35,778
Total Assets
9,222,753
11,900,343
LIABILITIES
Management fee payable to Sponsor
2,018
2,566
Total Liabilities
2,018
2,566
NET ASSETS
$ 9,220,735
$ 11,897,777
Shares issued and outstanding
120,000
120,000
( no par value, Unlimited amount authorized)
Net asset value per share
$ 76.84
$ 99.15
Market value per share
$ 76.92
$ 98.92
(1) Cost basis
$ 9,706,036
$ 9,706,036
(2) Cost basis
$ 50,674
$ 52,133
(1) Cost basis $ 9,706,036 $ 9,706,036
(2) Cost basis $ 50,674 $ 52,133
The accompanying notes are an integral
part of these financial statements.
F- 7
HASHDEX BITCOIN ETF
SCHEDULE OF INVESTMENTS
March 31, 2026
(Unaudited)
Description: Assets
Yield
Fair Value
Percentage of Net Assets
Quantity
Cryptocurrency
Bitcoin
$ 9,141,203
99.14 %
135
Total Cryptocurrency (cost $ 9,706,036 )
$ 9,141,203
99.14 %
Cash Equivalents
Money market funds
First American Government Obligations Fund - Class X
3.58 %
50,674
0.55 %
50,674
Total Cash Equivalents (cost $ 50,674 )
$ 50,674
0.55 %
Total Investments (cost $ 9,756,710 )
$ 9,191,877
99.69 %
Other Assets in Excess of Liabilities
28,858
0.31 %
Total Net Assets
$ 9,220,735
100.00 %
The accompanying notes are an integral
part of these financial statements.
F- 8
HASHDEX BITCOIN ETF
SCHEDULE OF INVESTMENTS
December 31, 2025
Description: Assets
Yield
Fair Value
Percentage of Net Assets
Quantity
Cryptocurrency
Bitcoin
$ 11,812,267
99.28 %
135
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
Total Cash Equivalents (cost $ 52,133 )
$ 52,133
0.44 %
Total Investments (cost $ 9,758,169 )
$ 11,864,400
99.72 %
Other Assets in Excess of Liabilities
33,377
0.28 %
Total Net Assets
$ 11,897,777
100 %
The accompanying notes are an integral
part of these financial statements.
F- 9
HASHDEX BITCOIN ETF
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended March 31, 2026 (Unaudited)
Three Months Ended March 31, 2025 (Unaudited)
INVESTMENT INCOME (LOSS)
Income:
Broker interest income
$ 9
$ 85
Interest income
466
98
Total Income
475
183
Expenses:
Management fees
6,453
20,385
Broker expenses
—
—
Total Expenses
6,453
20,385
Net Expenses
6,453
20,385
Net Investment Loss
( 5,978 )
( 20,202 )
REALIZED AND CHANGE IN UNREALIZED GAIN (LOSS)
Net Realized gain (loss) on cryptocurrency futures contracts
—
—
Net Realized gain (loss) on investments
—
—
Net change in unrealized appreciation (depreciation) on investments
( 2,671,064 )
( 1,712,846 )
Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts
—
—
Net realized and change in unrealized gain (loss)
( 2,671,064 )
( 1,712,846 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 2,677,042 )
$ ( 1,733,048 )
The accompanying notes are an integral
part of these financial statements.
F- 10
HASHDEX BITCOIN ETF
STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)
Three Months Ended March 31, 2026 (Unaudited)
Three Months Ended March 31, 2025 (Unaudited)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment loss
$ ( 5,978 )
$ ( 20,202 )
Net realized gain (loss)
—
—
Net change in unrealized appreciation (depreciation)
( 2,671,064 )
( 1,712,846 )
Net increase (decrease) in net assets resulting from operations
( 2,677,042 )
( 1,733,048 )
CAPITAL SHARE TRANSACTIONS
Shares issued
—
—
Shares redeemed
—
—
Net increase (decrease) in net assets from capital share transactions
—
—
Total increase (decrease) in net assets
$ ( 2,677,042 )
$ ( 1,733,048 )
NET ASSETS
Beginning of Period
$ 11,897,777
$ 14,839,385
End of Period
$ 9,220,735
$ 13,106,337
The accompanying notes are an integral
part of these financial statements.
F- 11
HASHDEX
BITCOIN ETF
STATEMENTS
OF CASH FLOWS
(UNAUDITED)
Effective for the three months ended March 31,
2026, the Trust has elected to discontinue the presentation of the Statement of Cash Flows. This change is in accordance with the guidance
under FASB ASC 230, which exempts certain investment companies from presenting a Statement of Cash flows when specific criteria are met.
The Trust noted that as of and for the three months ended March 31, 2026, these criteria were met where substantially all investments
were highly liquid in Level 1 or Level 2 of the fair value hierarchy as shown in Note 2, all investments are carried at fair value, the
Trust carried no debt, and the combined statements of changes in net assets is presented.
The table below concerns Statements of Cash Flows
for the three months ended March 31, 2025:
Three Months Ended March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$ ( 1,733,048 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net change in unrealized appr. (depr.) on investments
—
Changes in operating assets and liabilities:
Investments
1,712,846
Due from broker
( 85 )
Interest receivable
80
Management fee payable to Sponsor
( 8,749 )
Net cash provided by (used in) operating activities
( 28,956 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of Shares
—
Redemption of Shares
—
Net cash provided by (used in) financing activities
—
Net change in cash and cash equivalents
( 28,956 )
Cash and cash equivalents, beginning of period
29,680
Cash and cash equivalents, end of period
$ 724
The accompanying notes are an integral
part of these financial statements.
F- 12
HASHDEX COMMODITIES TRUST
NOTES TO FINANCIAL STATEMENTS
March 31, 2026 (Unaudited)
Note 1 - Organization and Significant Accounting Policies
These footnotes represent the footnotes to the
Financial Statements of Hashdex Bitcoin 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 as of March
31, 2026 and December 31, 2025 represent the assets and liabilities and schedule of investments, and Combined Financial Statements for
the three months ended March 31, 2026 and the three months ended March 31, 2025 represent the statement of operations, changes in net
assets 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 (“ETF”) 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 ETF. The Fund is managed and controlled by Hashdex Asset Management
Ltd. (“Hashdex” or 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 the
Fund 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. 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.
During the years ended December 31, 2025 and 2024,
the Fund invested 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.
Effective after the close of trading on
January 15, 2026, Tidal withdrew as the sponsor of the Trust and simultaneously appointed Hashdex Asset Management Ltd. as the
sponsor of the Trust (the “Sponsor Replacement”). Following the Sponsor Replacement, Tidal no longer has any involvement
in the operations, management or marketing of the Fund. 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 consist of bitcoin and cash. The Fund will not hold any assets other than
bitcoin and cash.
F- 13
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
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 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 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. The money
market funds are valued at their net asset value.
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 of 1936, as amended (the
“CEA”), 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.
F- 14
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 per Share is calculated by:
● taking the current market value of its total assets, including spot bitcoin and cash, pursuant to policies
established from time to time by the Sponsor or otherwise described herein,
● subtracting any liabilities, and
● dividing the above total by the number of Shares outstanding.
U.S. Bancorp Fund Services, LLC, doing business
as U.S. Bank Global Fund Services (“Global Fund Services”) serves as the Fund’s administrator (the “Administrator”)
and calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of regular trading on the
Exchange or 4:00 p.m. E.T. The NAV for a particular trading day is released after 4:15 p.m. E.T.
Valuation of Bitcoin
In determining the value of the Fund’s holdings,
the Fund will value the bitcoin held by the Fund at fair value. Fair value is the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund identifies and determines
the Fund’s principal market (or in the absence of a principal market, the most advantageous market) for bitcoin consistent with
the application of fair value measurement framework in FASB ASC 820-10 “Fair Value Measurement”. The principal market is the
market with the greatest volume and level of activity that can be accessed. The Sponsor’s valuation procedures provide for the designation
of the Sponsor to determine the valuation sources and policies to prepare the Trust’s financial statements in accordance with GAAP.
The Sponsor obtains relevant volume and level of activity information and based on initial analyses will select an exchange market as
the Trust’s principal market. The NAV and NAV per Share will be calculated using the fair value of the bitcoin held by the Fund
based on the price provided by this exchange market, as of 4:00 p.m. New York time on the measurement date for GAAP purposes. The Sponsor
will update its principal market analysis periodically and as needed to the extent that events have occurred, or activities have changed
in a manner that could change the Sponsor’s determination of the principal market.
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.
F- 15
In determining fair value, the Fund uses
various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that
maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be
used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on
market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs
market participants would use in pricing the asset or liability developed based on the best information available in the
circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 ─
Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment.
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.
March 31, 2026
(unaudited)
Schedule of fair values of investments disaggregated into three levels of fair value hierarchy
Level 1
Level 2
Level 3
Balance
as of
March 31, 2026
(unaudited)
Assets:
Cryptocurrency
$ 9,141,203
$ —
$ —
$ 9,141,203
Money market funds
50,674
—
—
50,674
Total
$ 9,191,877
$ —
$ —
$ 9,191,877
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
For the three months
ended March 31, 2026, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy. 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 FBSP methodology applied throughout
the year, which relied on observable inputs other than quoted prices in active markets for identical assets. 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.
F- 16
The following represents
the changes in quantity and the fair value of bitcoin on March 31, 2026 (Unaudited) and December 31, 2025:
Schedule of investment in bitcoin
Bitcoin
Fair Value
Beginning balance as of January 1, 2026
134.87
$ 11,812,267
Bitcoin contributed
—
—
Bitcoin withdrawn
—
—
Net change in unrealized appreciation (depreciation) from investments in bitcoin
—
( 2,671,064 )
Net realized gain on investments in bitcoin
—
—
Ending balance as of March 31, 2026
134.87
$ 9,141,203
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
Organizational and Offering Costs
All organizational
and initial offering costs for the Trust and the Fund were borne directly by Tidal, in its role as the Trust’s former sponsor. The
Trust and the Fund do not have an obligation to reimburse Tidal 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.
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.
Prior to the Sponsor Replacement, the Fund
used Bitcoin Futures Contracts for the primary purpose of acquiring physical bitcoin through CME’s EFP Transactions (“EFP”)
and to offset cash and receivables for better tracking the Benchmark. Following the Sponsor Replacement, the Fund acquires and disposes
of bitcoin without the use of Bitcoin Futures Contracts. The remaining items of this Note 2 – Significant Accounting Policies relate
to the Funds previous use of Bitcoin Futures Contracts.
F- 17
Derivative Investments
In the normal course of business, the
Fund utilized 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 were 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 was also subject to additional counterparty risk due to the inability of
its counterparties to meet the terms of their contracts.
Futures Contracts
The Fund was 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 CEA requires
an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other
equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements.
In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available.
It is possible that the recovery amount could be less than the total of cash and other equity deposited.
The following table
discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of
these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These
recognized assets and liabilities are presented as defined in the FASB Accounting Standards Update (“ASU”) No. 2011-11, Balance
Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities , and subsequently clarified in FASB ASU 2013-01, Balance
Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities .
As of March 31, 2026 and December 31, 2025, there
were no derivative instruments included in the Combined Statements of Assets and Liabilities.
Volume of Monthly Derivative Activities
The average notional market value categorized
by primary underlying risk for Bitcoin Futures Contracts held was $ 0 and $ 0 for the three months ended March 31, 2026 and March 31, 2025,
respectively. On January 16, 2026, following the Sponsor Replacement, the Fund’s investment strategy was revised to eliminate investment
in Bitcoin Futures Contracts.
Brokerage Commissions
The Sponsor recognizes the expense for brokerage
commissions for futures contract trades on a per-trade basis. The three moth ended March 31, 2025 and the three month ended March 31,
2026 there were no amounts included on the statements of operations as total brokerage commissions.
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.
F- 18
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 an 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.
Note 3 - Sponsor Fee Allocation of Expenses and Related Party Transactions
The Fund pays the Sponsor a management fee
(the “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.
F- 19
Administrator
Effective January 16, 2026, the Fund employs Global
Fund Services as the Fund’s administrator. As the Administrator, Global Fund Services performs certain administrative and accounting
services and supports in preparing certain SEC and CFTC reports on behalf of the Fund. Prior to January 16, 2026, the Fund employed Tidal
ETF Services LLC as the Fund’s administrator. In turn, Tidal ETF Services LLC engaged Global Fund Services to act as sub-administrator.
Tidal ETF Services LLC is a wholly-owned subsidiary of Tidal. While serving as the Fund’s administrator, Tidal ETF Services LLC
also assisted the Fund and Tidal 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
U.S. Bank, N.A., in its capacity as the Fund’s
cash custodian (the “Cash Custodian”), 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.
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”)
to be 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 cover, 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
Effective January 16, 2026,
the Fund employs Paralel Distributors LLC as the marketing agent for the Fund (the “Marketing Agent”). 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 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 1700
Broadway, Suite 1850, Denver CO 80290. The Marketing Agent is a broker-dealer registered with the SEC and a member of the Financial Industry
Regulatory Authority (“FINRA”). Prior to January 16, 2026, 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 for the Fund (“Foreside”). Foreside’s principal
business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. Foreside is a broker-dealer registered with the SEC and a member
of FINRA.
D ig ital Asset
Adviser
Prior to becoming the Fund’s
sponsor on January 16, 2026, Hashdex served as the Fund’s digital asset adviser. As the digital asset adviser, Hashdex was responsible
for providing Tidal and Tidal ETF Services LLC 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.
Note 4 - Transactions with Affiliates
The Trust has no directors, officers or employees and is managed by
the Sponsor.
F- 20
Note 5 - Financial Highlights
The following tables present per unit performance
data and other supplemental financial data for the three months ended March 31, 2026 and 2025. This information has been derived from
information presented in the financial statements.
For the three months ended
March 31, 2026
(unaudited)
For the three months ended
March 31, 2025
(unaudited)
Per share operation performance
Net asset value per share, beginning of period
$ 99.15
$ 106.00
Income (loss) from investment operations:
Investment income
0.00
0.00
Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts
( 22.26 )
( 12.23 )
Total expenses
( 0.05 )
( 0.15 )
Net increase (decrease) in net asset value
( 22.31 )
( 12.38 )
Net asset value at end of period
$ 76.84
$ 93.62
Total return
( 22.50 )%
( 11.68 )%
Ratios to average net assets (annualized):
Total expenses
0.25 %
0.56 %
Net expenses
0.25 %
0.56 %
Net investment loss
( 0.23 )%
( 0.55 )%
Note 6 - Segment Reporting
In accordance with the FASB ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), the Fund has evaluated
its business activities and determined that it operates as a single reportable segment.
Effective as of January 16, 2026, the
Fund’s investment activities are managed by the Chief Financial Officer of Sponsor, which serves as the Fund’s Chief Operating
Decision Maker (the “CODM”). Prior to January 16, 2026, the Fund’s investment activities were managed by Tidal, which
served as the Fund’s CODM. The CODM is responsible for assessing the Fund’s financial performance and allocating resources.
In making these assessments, the CODM evaluates the Fund’s financial results on an aggregated basis, rather than by separate segments.
As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures
are required.
The Fund primarily generates income through
dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred, including management fees, fund operating
expenses, and transaction costs, are considered general fund-level expenses and are not allocated to specific segments or business lines.
Management of the Sponsor 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 7 - Capital Share Transactions
The Trust creates and redeems Shares on a continuous
basis but only in Baskets of 10,000 Shares. Only Authorized Participants can place orders to receive Baskets in exchange for cash or in-kind
for crypto assets.
The Sponsor and the Trust engage in crypto
asset transactions for converting cash into crypto assets and crypto assets into cash (in association with redemption orders). The
Administrator calculates the cost to purchase (or sell in the case of a redemption order) the amount of the assets represented by
the Baskets being created (or redeemed). The amount of assets is equal to the combined NAV of the number of Shares included in the
Baskets being created (or redeemed) determined as of 4:00 p.m. E.T. on the day the order to create or redeem Baskets is properly
received.
F- 21
Capital share transactions in the Trust were as
follows:
For the
three
months ended
March 31, 2026
(Unaudited)
For the three months ended
March 31,
2025
(Unaudited)
Shares issued
—
—
Shares redeemed
—
—
Net increase
—
—
Note 8 - Subsequent Events
In preparing these financial
statements, management of the Sponsor has evaluated the financial statements for the three months ended March 31, 2026 for subsequent
events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure
herein for the Fund.
F- 22
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
This information should
be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q (the
“ Report ” ). The discussion and analysis which follows may contain trend analysis and other forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which reflect our
current views with respect to future events and financial results. Words such as “ anticipate, ” “ expect, ”
“ intend, ” “ plan, ” “ believe, ” “ seek, ” “ outlook ”
and “ estimate, ” as well as similar words and phrases, signify forward-looking statements. The forward-looking
statements of Hashdex Commodities Trust (f/k/a Tidal Commodities Trust I, prior to January 16, 2026) (the “Trust”) are not
a guarantee of future results and conditions, and important factors, risks and uncertainties may cause our actual results to differ materially
from those expressed in our forward-looking statements. Whether or not actual results and developments will conform to Hashdex Asset Management
Ltd.’s (the “Sponsor”) expectations and predictions, however, is subject to a number of risks and uncertainties, including
the special considerations discussed in this Report; general economic, market and business conditions; changes in laws or regulations,
including those concerning taxes, made by governmental authorities or regulatory bodies; the costs and effect of any litigation or regulatory
investigations; technology developments regarding the use of bitcoin and other digital assets, including the systems used by the Sponsor
in its provision of services to the Trust; the Sponsor’s conflict of interest in allocating resources among its different clients
and the pursuit of future business or investment opportunities by the Sponsor, its officers and/or affiliated entities; and other world
economic and political developments.
These and other risks and uncertainties, which
are described in more detail in our Annual Report on Form 10-K, filed with the SEC on March 25, 2026, could cause our actual results to
differ materially from those expressed or implied by the forward-looking statements in this Report. You should not place undue reliance
on any forward-looking statements. Except as expressly required by the Federal securities laws, the Sponsor undertakes no obligation to
publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this Report, as a result
of new information, future events or changed circumstances or for any other reason after the date of this Report.
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.
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 March 31, 2026, 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”).
2
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 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 Chicago Mercantile Exchange
(“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 futures 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”). Following the Sponsor Replacement, Tidal no longer has any involvement in the operations, management or marketing
of the Fund. 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 CME’s 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.
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 without using futures
contracts. 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.
The Bitcoin Industry
Bitcoin is a digital asset that serves as the
unit of account on an open-source, decentralized, peer-to-peer computer network. Bitcoin may be used to pay for goods and services, stored
for future use, or converted to a fiat currency. As of the date of this update, the adoption of bitcoin for these purposes has been limited.
The value of bitcoin is not backed by any government, corporation, or other identified body.
The value of bitcoin is determined in part by
the supply of (which is limited), and demand for, bitcoin in the markets for exchange that have been organized to facilitate the trading
of bitcoin. By design, the supply of bitcoin is limited to 21 million bitcoins. As of the date of this update, there are approximately
19 million bitcoins in circulation.
Bitcoin is maintained on the Bitcoin Network.
No single entity owns or operates the Bitcoin Network. The Bitcoin Network is accessed through software and governs bitcoin’s creation
and movement. The source code for the Bitcoin Network, often referred to as the Bitcoin Protocol, is open-source, and anyone can contribute
to its development.
3
Price movements for bitcoin are influenced by,
among other things, the environment, natural or man-made disasters, governmental oversight and regulation, demographics, economic conditions,
infrastructure limitations, existing and future technological developments, and a variety of other factors now known and unknown, any
and all of which can have an impact on the supply, demand, and price fluctuations in the bitcoin markets. More generally, cryptocurrency
prices may be influenced by economic and monetary events such as changes in interest rates, changes in balances of payments and trade,
U.S. and international inflation rates, currency valuations and devaluations, U.S. and international economic events, and changes in the
philosophies and emotions of market purchasers. Because the Predecessor Fund invested in futures contracts in a single cryptocurrency,
it was not a diversified investment vehicle, and therefore may have been subject to greater volatility than a diversified portfolio of
stocks or bonds or a more diversified commodity or cryptocurrency pool. Likewise, because the Fund invests in spot bitcoin in a single
cryptocurrency, it is not a diversified investment vehicle, and therefore may be subject to greater volatility than a diversified portfolio
of stocks or bonds or a more diversified commodity or cryptocurrency pool.
Results of Operations
The discussion below addresses the material changes
in the results of operations for the three months ended March 31, 2026 compared to the same period in 2025.
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 was 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 transactions. 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 data 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 to January 16, 2026 reflects the Fund’s previous investment strategy, which involved investing in spot bitcoin and
acquiring and disposing of bitcoin through the use of EFP transactions. Performance data from January 16, 2026 onward reflects the Fund’s
current investment strategy, which involves investing in spot bitcoin without the use of EFP transactions.
On March 31, 2026, the Fund held 134.87 bitcoin
with an asset fair value of $ 9,141,203.
4
Three Months Ended
Year Ended
March 31,
December 31,
2026
2025
Total Net Assets
$ 9,220,735
$ 11,897,777
Shares Outstanding
120,000
120,000
Net Asset Value per share
$ 76.84
$ 99.15
Closing Price
$ 76.92
$ 98.92
For the three months ended March 31, 2026, compared to the three
months ended March 31, 2025:
Three Months Ended
Three Months Ended
March 31, 2026
March 31, 2025
Average daily total net assets
$ 10,427,267
$ 14,840,649
Net realized and unrealized gain (loss) on futures contracts and investments
$ (2,671,064 )
$ (1,712,846 )
Interest income earned on cash equivalents
$ 475
$ 183
Annualized interest yield based on average daily total net assets
0.02 %
0.01 %
Net Income (Loss)
$ (2,677,042 )
$ (1,733,048 )
Weighted average shares outstanding
120,000
140,000
Management fees
$ 6,453
$ 20,385
Total gross fees and other expenses (excluding management fees)
$ —
$ —
Brokerage commissions
$ —
$ —
Total gross expense ratio
0.25 %
0.56 %
Net Investment Income (Loss)
(0.23 )%
(0.55 )%
Creation of Shares
—
—
Redemption of Shares
—
—
The graphs below shows the actual Shares outstanding,
total net assets (or assets under management) and NAV per Share for the Fund from inception to March 31, 2026 and serves to illustrate
the relative changes of these components.
5
6
Benchmark Performance
The following graphs illustrate changes in the
Fund’s NAV, as reflected by the graphs “Comparison of NAV to Benchmark” for the three months ended March 31, 2026 and
2025.
Comparison of NAV to Benchmark
for the Three Months Ended March 31, 2026
7
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 three months ended March 31, 2026. 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 on an annualized
basis to the Sponsor (beginning on January 16, 2026) and to Tidal (prior to January 16, 2026) as a Management Fee.
Comparison of NAV to Benchmark
for the Three Months Ended March 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 three months ended March 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.
8
Frequency Distribution of Premiums and Discounts
The frequency distribution chart below presents
information about the difference between the daily market price for Shares of the 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.
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
Q2 2025
Q3 2025
Q4 2025
Q1 2026
Days at premium
29
43
37
38
Days at NAV
0
0
0
1
Days at discount
33
21
27
22
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.
Calculating NAV
The Fund’s NAV per Share is calculated by:
● taking the current market value of its total assets, including spot bitcoin and cash, pursuant to policies
established from time to time by the Sponsor or otherwise described herein,
● subtracting any liabilities, and
● dividing the above total by the number of Shares outstanding.
U.S. Bancorp Fund Services, LLC, doing business
as U.S. Bank Global Fund Services (“Global Fund Services”) serves as the Fund’s administrator (the “Administrator”)
and calculates the NAV of the Fund once each trading day. It calculates the NAV as of the earlier of the close of regular trading on the
Exchange or 4:00 p.m. E.T. The NAV for a particular trading day is released after 4:15 p.m. E.T.
Valuation of Bitcoin
In determining the value of the Fund’s holdings,
the Administrator will value the bitcoin held by the Fund based on the closing level of the Benchmark, the NQBTCS, unless the prices are
not available or the Administrator, in its sole discretion, determines that the NQBTCS is unreliable (the “Fair Value Event”).
In the instance of a Fair Value Event, the Fund’s
holdings may be fair valued on a temporary basis in accordance with the fair value policies approved by the Administrator. In the instance
of a Fair Value Event and pursuant to the Administrator’s fair valuation policies and procedures, volume-weighted average prices
or volume weighted median prices from another index administrator (the “Secondary Index”) will be utilized.
If a Secondary Index is also not available
or the Administrator in its sole discretion determines the Secondary Index is unreliable, the price set by the Fund’s
principal market as of 4:00 p.m. E.T., on the valuation date will be utilized. In the event the principal market price is not
available or the Administrator in its sole discretion determines the principal market valuation is unreliable, the Administrator
will use its best judgment to determine a good faith estimate of fair value. The Administrator identifies and determines the
Fund’s principal market (or in the absence of a principal market, the most advantageous market) for crypto assets consistent
with the application of the fair value measurement framework in the Financial Accounting Standards Board Accounting Standards
Codification 820-10. The principal market is the market where the reporting entity would normally enter into a transaction to sell
the asset or transfer the liability. The principal market must be available to and be accessible by the reporting entity. The
reporting entity is the Trust. If NQBTCS is not used to determine the Fund’s bitcoin holdings, shareholders will be notified
through a prospectus supplement, a current report on Form 8-K, the Fund’s periodic reports pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and/or on the Fund’s website.
9
A Fair Value Event value determination will be
based upon all available factors that the Sponsor or the Administrator deems relevant at the time of the determination and may be based
on analytical values determined by the Sponsor or Administrator using third party valuation models. Fair value policies approved by the
Administrator will seek to determine the fair value price that the Fund might reasonably expect to receive from the current sale of that
asset or liability in an arm’s-length transaction on the date on which the asset or liability is being valued consistent with “Relevant
Transactions”. A “Relevant Transaction” is any crypto asset versus U.S. Dollar (“USD”) spot trade that occurs
during the observation window between 3:00 p.m. and 4:00 p.m. E.T. on a Core Exchange in the Bitcoin/USD pair that is reported and disseminated
by a Core Exchange through its publicly available application programming interface and observed by the Nasdaq Index Management Committee,
the governing body of the Benchmark. The “Core Exchanges” (as of March 31, 2026) were Bitstamp, Coinbase, Gemini, itBit, Kraken
and LMAX Digital.
Indicative Fund Value
In addition, in order to provide updated information
relating to the Fund for use by investors and market professionals, ICE Data Indices, LLC calculates and disseminates throughout the trading
day an updated “indicative fund value.” The indicative fund value is calculated by using the prior day’s closing NAV
per Share of the Fund as a base and updating that value throughout the trading day to reflect changes in the value of the Fund’s
bitcoin interests during the trading day. Changes in the value of cash equivalents are not included in the calculation of indicative value.
For this and other reasons, the indicative fund value disseminated during NYSE Arca Inc.’s trading hours should not be viewed as
an actual real time update of the NAV. NAV is calculated only once at the end of each trading day.
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 March 31, 2026. 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 Quarterly Report on Form 10-Q (“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.
10
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 of the Sponsor (“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 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation
of Management, 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 Exchange Act) as of March 31, 2026. 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 March 31, 2026 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 SEC’s rules and forms, and that such
information is accumulated and communicated to Management to allow timely decisions regarding required disclosure.
There 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.
The certifications of the Chief Executive Officer
and Chief Financial Officer are applicable to the Fund as well as the Trust as a whole.
Changes in Internal Control over Financial
Reporting
There has been no change in the Trust’s
or the Fund’s internal controls over the financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
that occurred during the Trust’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect,
the Trust’s or the Fund’s internal control over financial reporting.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither the Trust, the Fund nor the Sponsor are
currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against the
Trust, the Fund or the Sponsor.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds Issuer Purchases of DEFI Shares
(a) None.
(b) Not applicable.
(c) The Sponsor, the Trust and the Fund do not purchase Shares directly from shareholders. In connection with
the redemption of Baskets, the Trust redeemed 0 Shares (0 (zero) Baskets) during the three month ended March 31, 2026, as set forth in
the table below.
Total Number of Shares
Average Price Per
Period
Redeemed
Share
1/1/26 to 1/31/26
0
$ 0
2/1/26 to 2/28/26
0
$ 0
3/1/26 to 3/31/26
0
$ 0
Total
0
0
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
No officers or directors of the Sponsor 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) for the three-month period ended March 31, 2026.
Item 6. Exhibits
The following exhibits are filed as part of this
report as required under Item 601 of Regulation S-K:
Exhibit
Number
Exhibit Description
31.1 *
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer
31.2 *
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and
Accounting Officer
32.1 **
Section 1350 Certification of Principal Executive Officer
32.2 **
Section 1350 Certification of Principal Financial and Accounting Officer
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
12
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Hashdex Commodities Trust (Registrant)
By:
Hashdex Asset Management, Ltd.
its Sponsor
By:
/s/ Bruno Ramos de Sousa
Name:
Bruno Ramos de Sousa
Title:
Director of the Sponsor (Principal Executive Officer)
By:
/s/ Samir Kerbage
Name:
Samir Kerbage
Director of the Sponsor (Principal Finance Officer and Principal Accounting Officer)
Date: May 12, 2026
13
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.