What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-12 compared with 2025-05-19 · 156 added, 117 removed, 263 unchanged (51% of the section changed)

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on July 12, 2024.

The Trust is not a commodity pool under the Commodity

Exchange Act of 1936, as amended, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission

as a commodity pool operator or a commodity trading advisor with respect to the Trust.

The Trust issues shares of beneficial interest,

called “Shares,” representing fractional undivided beneficial interests in the Trust.

The Shares are listed and traded on

The Nasdaq Stock Market, LLC (the “Exchange”).

The Trust’s investment objective is to ensure that daily changes

in the net asset value (“NAV”) of the Shares correspond to the daily changes of the Nasdaq

Crypto US Settlement Price Index (NCIUSS) (the “Index”) , less expenses and liabilities of the Trust, by investing in

the index crypto asset constituents of the Index (“Index Constituents”).

Under its current investment strategy, the Trust

invests in bitcoin and ether.

The Trust is not a commodity pool under the Commodity Exchange Act of 1936, as amended, and the Sponsor

is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a commodity trading advisor with

respect to the Trust.

The Trust issues shares of beneficial interest, called “Shares,” representing fractional undivided beneficial

interests in the Trust.

The Shares are listed and traded on The Nasdaq Stock Market, LLC (the “Exchange”).

investment objective is to ensure that daily changes in the net asset value (“NAV”) of the Shares correspond to the daily

changes of the Nasdaq Crypto US Settlement Price Index (NCIUSS) (the “Index”), less expenses and liabilities of the Trust,

by investing in the index crypto asset constituents of the Index (“Index Constituents”).

Under its current investment strategy,

the Trust invests in bitcoin and ether.

Under limited circumstances, the Trust will hold cash to bear its expenses.

The Sponsor will employ a passive

investment strategy that is intended to track the changes in the Index regardless of whether the Index goes up or down, meaning that the

Sponsor will not try to “beat” the Index.

The Sponsor will employ

a passive investment strategy that is intended to track the changes in the Index regardless of whether the Index goes up or down, meaning

that the Sponsor will not try to “beat” the Index.

It also means that the Trust will not utilize leverage.

In order to track the Index

as closely as possible, the Trust will aim to invest bitcoin and ether in the same proportions as the Index.

The Trust operates pursuant to the Trust’s

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objective and strategy of the Trust.

As of the date hereof, the SEC has not approved the proposed strategy change or the listing transfer

under Rule 5712, and has designated June 5, 2025, as the deadline to approve, disapprove, or institute proceedings on the proposed rule

On June 4, 2025, the SEC issued an order instituting proceedings to allow for additional analysis

and to determine whether to approve or disapprove the Proposal.

As of the date of this report, the Proposal has not yet been approved.

On March 20, 2025, the Sponsor announced an adjustment

regarding the creation and redemption Order Cutoff Time for the Trust.

For the creation or redemption of Baskets, the Authorized Participant

will be required to submit the order by 3:00 p.m.

ET, or the close of regular trading on the Exchange, whichever is earlier (the “Order

Cutoff Time”).

This supersedes the previous order cutoff time of 2:00 p.m.

As disclosed in the Trust’s prospectus dated

February 13, 2025, and filed with the SEC on February 14, 2025, the Order Cutoff Time may be modified by the Sponsor in its sole discretion.

All other terms governing the creation and redemption of Baskets remain unchanged.

Investors and market participants are encouraged to

review the Trust’s prospectus additional information regarding the Trust.

Index Reconstitution

Effective June 2, 2025, Nasdaq, Inc.

reconstituted the Nasdaq Crypto US Settlement Price Index (the “NCIUS”), which currently serves as the benchmark index for

As a result of this reconstitution, the NCIUS now includes four additional digital assets—Cardano (“ADA”),

Solana (“SOL”), Stellar Lumens (“XLM”), and XRP Ledger (“XRP”) (collectively referred to as the “New

Index Constituents”), in addition to Bitcoin (“BTC”) and Ethereum (“ETH”).

The Trust will continue to use

the Index as a reference to track and measure its performance compared to the price performance of the markets for the Index Constituents

and for valuation purposes when calculating the Trust’s daily net asset value.

Notwithstanding the changes to the NCI US, the Trust

continued to hold only BTC and ETH, using a sampling methodology to align with the updated index weights.

The Trust is currently restricted

from holding the newly added constituents due to the limitations of the Trust’s currently approved listing rule, which restricts

holdings to BTC and ETH only.

Departure of Director of the Sponsor.

On June 2, 2025, Bruno Leonardo Kmita de Oliveira

Passos resigned from his role as a member of the Board of Directors of Hashdex Asset Management Ltd.

(the “Sponsor”), the

sponsor of the Hashdex Nasdaq Crypto Index US ETF (the “Trust”).

As a result, Mr.

Passos also ceased to serve as a Director

of the Sponsor and as the Principal Financial Officer and Principal Accounting Officer of the Trust, effective as of the same date.

Passos’s resignation did not result from any disagreement with the Trust or the Sponsor on any matter relating to the Trust’s

operations, policies, or practices.

Appointment of Director of the Sponsor.

Effective June 2, 2025, Samir Elias Hachem Kerbage

was appointed to the Board of Directors of the Sponsor.

In connection with this appointment, Mr.

Kerbage also assumed the roles of Director

of the Sponsor, Principal Financial Officer, and Principal Accounting Officer of the Trust, succeeding Mr.

Passos in these capacities.

Kerbage serves as Chief Investment Officer of the Sponsor since 2018, overseeing the firm’s global investment strategies, product

development, and research.

He has been with the Sponsor since its inception, leading its crypto asset management initiatives across ETFs,

ETPs, and other investment vehicles.

Kerbage has been actively involved in the digital assets space since 2016 and has over 15 years

of experience in financial market infrastructure and quantitative trading.

He holds a degree in Computer Engineering from the Military

Institute of Engineering (IME).

Trust Overview

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Purchasing Shares of the Trust is subject to the risks of crypto assets as well as the additional risks of investing in the Trust.

The Sponsor will employ a passive investment strategy

that is intended to track the changes in the Index regardless of whether the Index goes up or goes down.

Because the Trust’s investment

objective is to track the price of the Index, the price of the Shares may vary from changes in the spot price of bitcoin and ether.

The Sponsor will employ a passive investment

strategy that is intended to track the changes in the Index regardless of whether the Index goes up or goes down.

Because the Trust’s

investment objective is to track the price of the Index, the price of the Shares may vary from changes in the spot price of bitcoin and

Bancorp Fund Services, LLC (d/b/a U.S.

Bank Global Fund Services) (the “Administrator”) calculates an approximate net asset

value every 15 seconds throughout each day that the Trust’s Shares are traded on the Exchange.

The Trust will not utilize leverage,

derivatives, or any similar arrangements in seeking to meet its investment objective.

The Trust, the Sponsor, and their service

providers, including the Custodians, will not loan or pledge the Trust’s assets, nor will the Trust’s assets serve as collateral

for any loan or similar arrangement.

Bank Global Fund Services)

(the “Administrator”) calculates an approximate net asset value every 15 seconds throughout each day that the Trust’s

Shares are traded on the Exchange.

The Trust will not utilize leverage, derivatives, or any similar arrangements in seeking to meet its

investment objective.

The Trust, the Sponsor, and their service providers, including the Custodians, will not loan or pledge the

Trust’s assets, nor will the Trust’s assets serve as collateral for any loan or similar arrangement.

Bitcoin Overview

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The Index is derived from a rules-based methodology

(“Index Rules”), which is overseen by the Nasdaq Cryptocurrency Index Oversight Committee (“NCIOC”).

governs the Index and is responsible for its implementation, administration, and general oversight, including assessing crypto assets

for eligibility, adjustments to account for regulatory changes and periodic methodology reviews.

The NCIOC shall approve any material

changes to the methodology and review the Index methodology at least on an annual basis.

The Index Rules may only be changed by the Index

Provider with the approval of the NCIOC.

(“Index Rules”), which is overseen by the Nasdaq Index Management Committee (“NIMC”).

The NIMC governs the Index

and is responsible for its implementation, administration, and general oversight, including assessing crypto assets for eligibility, adjustments

to account for regulatory changes and periodic methodology reviews.

The NIMC shall approve any material changes to the methodology and

review the Index methodology at least on an annual basis.

The Index Rules may only be changed by the Index Provider with the approval

Neither the Trust, nor the Sponsor have control over the Index Rules or the Index administration.

Changes to Index Rules may result in adverse effects to the Trust and/or in the ability of the Sponsor to implement the Trust’s

investment strategy.

Changes to Index Rules

may result in adverse effects to the Trust and/or in the ability of the Sponsor to implement the Trust’s investment strategy.

Crypto assets are eligible for inclusion in the

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Notwithstanding inclusion in the eligible list, the

Nasdaq Index Management Committee reserves the right to further exclude any additional assets based on one or more factors, including

but not limited to, its review of general reputational, fraud, manipulation, or security concerns connected to the asset.

in the sole discretion of the Nasdaq Index Management Committee, do not offer utility, do not facilitate novel use cases, or that do not

exhibit technical, structural or crypto-economic innovation (e.g., assets inspired by memes or internet jokes) may also be excluded.

Nasdaq Crypto US Index methodology has been written and designed to be forward-looking to account for any potential future regulatory

changes, including potential changes where crypto asset trading platforms would be regulated by U.S.

regulators such as the SEC and the

NIMC reserves the right to further exclude any additional assets based on one or more factors, including but not limited to, its review

of general reputational, fraud, manipulation, or security concerns connected to the asset.

Assets that, in the sole discretion of the

NIMC, do not offer utility, do not facilitate novel use cases, or that do not exhibit technical, structural or crypto-economic innovation

(e.g., assets inspired by memes or internet jokes) may also be excluded.

The Nasdaq Crypto US Index methodology has been written and designed

to be forward-looking to account for any potential future regulatory changes, including potential changes where crypto asset trading platforms

would be regulated by U.S.

regulators such as the SEC and the CFTC.

The Index will be reconstituted and rebalanced

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It will maintain cash balances only as necessary to cover currently due Trust-payable expenses.

Absent any Share redemption orders or due expenses, the Trust’s portfolio will consist solely of the Index Constituents, that currently

comprise only bitcoin and ether.

The Trust will not invest in any crypto assets outside the Index Constituents, nor will it invest in

crypto securities, tokenized assets, or stablecoins.

If any crypto asset other than bitcoin and ether becomes eligible for inclusion in

the Index, the Sponsor will transition to a sample replication strategy, with only bitcoin and ether in the same proportions determined

by the Index.

In the event the Trust seeks to change this and return to a full replication strategy, a rule filing under Rule 19b-4 of

the Exchange Act would need to be filed with the SEC by the Exchange seeking approval to amend its listing rules to permit the Trust to

hold the new Index Constituents.

Absent any Share redemption orders or due expenses, the Trust’s portfolio will consist solely of the Index Constituents, except

that the Sponsor may, at its sole discretion, exclude a specific Index Constituent under certain circumstances further described below.

The Trust will not invest in any crypto assets outside the Index Constituents, nor will it invest in crypto securities, tokenized assets,

or stablecoins.

If any crypto asset other than the Index Constituents becomes eligible for inclusion in the Index, the Sponsor will endeavor

to maintain full replication investment strategy and replicate the Index’s holdings.

The ratio of investment in the Index Constituents,

representing the proportion of quantities of bitcoin and ether per Share, changes quarterly as described below in The Trust’s Benchmark.

As of May 13, 2025, the crypto asset constituents of the Index Constituents and their weightings were as follows:

representing the proportion of quantities of crypto assets per Share, changes quarterly as described below in The Trust’s Benchmark.

As of July 24, 2025, the crypto asset constituents of the Index Constituents and their weightings were as follows:

Bitcoin (BTC)

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or inverse multiples of the Index.

The Trust’s portfolio is rebalanced quarterly,

on the first business day in March, June, September, and December, to ensure the portfolio remains aligned with the Index’s composition

and weightings.

The rebalancing process involves adjusting the quantities of bitcoin and ether held by the Trust to reflect changes in

the Index Constituents’ relative weights.

This rebalancing is executed by purchasing or selling the necessary quantities of bitcoin

and ether to match the new weightings of the Index.

The Trust will bear all transaction costs associated with rebalancing, including brokerage

commissions, transaction fees, and any potential market impact costs.

These rebalancing costs may slightly reduce the Trust’s performance,

as such expenses will be deducted from the Trust’s assets.

However, these costs are expected to be limited to the standard fees

for bitcoin and ether transactions and are not anticipated to impact the Trust’s ability to track the Index materially.

The weighting of each Index Constituent in the

Trust’s portfolio is generally expected to match the weighting of the Index Constituents in the Index, except when the Sponsor determines

to exclude or limit the weight of one or more crypto assets from the Trust’s portfolio in the rules-based circumstances set forth

In such cases, the weightings of the crypto assets held by the Trust are generally expected to be calculated proportionally to

the respective Index Constituents for the remaining Index Constituents.

Calculating NAV

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by taking the current market value of its total assets, subtracting any liabilities, and dividing that total by the number of Shares.

The assets of the Trust will consist of bitcoin, ether, cash and cash equivalents.

The assets of the Trust will consist of crypto assets, cash and cash equivalents.

The Sponsor has the exclusive authority to determine

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Results of Operations

The Period Ended March 31, 2025

On January 21, 2025, the Sponsor provided the

initial capital of $250,000 for the initial sale of 10,000 shares.

These initial Shares were subsequently redeemed on February 13, 2025.

On the same day, February 13, 2025, 40,000 shares (equivalent to $1,000,000) were created.

Since inception, the Trust’s net asset

value increased to $88,730,642 as of March 31, 2025.

From January 21, 2025, the increase in the Trust’s net asset value resulted

primarily from an increase in the number of outstanding Shares, which rose from 10,000 Shares to 4,250,000 Shares at March 31, 2025.

the period, a total of 4,310,000 shares (431 baskets) were created, and 60,000 shares (6 baskets) were redeemed.

The 16.48% decrease in the NAV for purposes of

the Trust’s periodic financial statements (“Financial Statement NAV”) from $25.00 at January 21, 2025 to $20.88 at March

31, 2025 is directly related to the decline in the prices of bitcoin and ether.

Between February 13, 2025 (the date the Trust first acquired

crypto assets), and March 31, 2025, the price of bitcoin decreased by 14.19% and the price of ether decreased by 31.00%.

The Financial

Statement NAV decrease is also related to the Sponsor’s fee, which was $11,628, and other expenses, which was $50 for the period.

The NAV of $25.6596 on February 20, 2025 was the

highest during the period, compared with a low during the period of $20.1348 on March 10, 2025.

Net decrease in net assets resulting from operations

for the period ended March 31, 2025 was $3,953,064, resulting from an unrealized loss on investment in bitcoin and ether of $3,745,484

and, a net realized loss of $195,902.

Other than the net Sponsor’s fee of $11,628, the Trust had $50 expense during the period.

As the Trust commenced operations in 2025, the

following discussion does not include a comparison to the corresponding periods in the prior fiscal year.

For the three months ended June 30, 2025

The Trust’s net assets increased from $88,730,642

as of March 31, 2025, to $125,608,529 as of June 30, 2025.

This total increase of $36,877,887 was primarily driven by a net increase from

operations of $27,878,414, resulting from the appreciation of the Trust’s crypto assets, and by a net increase from capital share

transactions of $8,999,473.

During the quarter, a total of 340,000 shares (34 baskets) were created and no shares were redeemed.

For the period from January 21, 2025 through

June 30, 2025

Since its inception on January 21, 2025, the Trust’s net assets

grew to $125,608,529 as of June 30, 2025.

This growth resulted from a net increase from operations of $23,925,350 and a net increase from

capital share transactions of $101,683,179.

Since inception, a total of 4,650,000 shares have been created and 60,000 shares have been

The 9.48% increase in the NAV for purposes

of the Trust’s periodic financial statements (“Financial Statement NAV”), from $25.00 at the beginning of the period

to $27.37 as of June 30, 2025, reflects the appreciation in the prices of bitcoin and ether.

Between this period, the price of bitcoin

and ether appreciated significantly.

The NAV increase is also partially offset by the Sponsor’s fee, which totaled $79,031 net of

waiver, for the period.

Net increase in net assets resulting from operations for the period ended June 30, 2025 was $ 23,925,350,

consisting of an unrealized appreciation of $24,203,020, a net realized loss of $198,589, and a net investment loss of $79,081.

Liquidity and Capital Resources

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had made redemptions in-kind.

The Trust pays all of its respective brokerage commissions, including applicable exchange fees and

give-up fees, and other transaction related 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 crypto assets, including any transaction fees for on-chain transfers

of the Index Constituent.

The Sponsor pays all other routine operational, administrative and other ordinary expenses of the Trust, including

but not limited to, fees and expenses of the Administrator, Trustee, Custodians, Marketing Agent, Transfer Agent, licensors, accounting

and audit fees and expenses, tax preparation expenses, ongoing SEC registration fees, report preparation and mailing 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 the $250,000 per annum.

The Trust 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 Trust.

Routine operational, administrative and other ordinary

expenses are not deemed extraordinary expenses.

For the quarter ended June 30, 2025, the Sponsor’s fee, net of the temporary fee waiver, was $67,403.

Trust pays all of its respective brokerage commissions, including applicable exchange fees and give-up fees, and other transaction

related 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 crypto assets, including any transaction fees for on-chain transfers of the Index Constituent.

The Sponsor pays

all other routine operational, administrative and other ordinary expenses of the Trust, including but not limited to, fees and expenses

of the Administrator, Trustee, Custodians, Marketing Agent, Transfer Agent, licensors, accounting and audit fees and expenses, tax preparation

expenses, ongoing SEC registration fees, report preparation and mailing 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 the $250,000

The Trust 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 Trust.

Routine operational, administrative and other ordinary expenses are not deemed extraordinary expenses.

General expenses of the Trust will be allocated

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Unless such expenses are specifically

attributable the Trust or arise out of the Trust’s operations, any such expenses will be allocated by the Sponsor using a pro rata

methodology that allocates certain Trust expenses to the Trust.

attributable to the Trust or arise out of the Trust’s operations, any such expenses will be allocated by the Sponsor using a pro

rata methodology that allocates certain Trust expenses to the Trust.

Expenses paid by Sponsor are not subject to any caps or limits.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis