What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-10 compared with 2025-08-12 · 154 added, 203 removed, 216 unchanged (62% of the section changed)

1 unchanged sentence

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 (the “ Report ” ).

This information should be read in conjunction

with the financial statements and notes included in Item 1 of Part I of this Quarterly Report (the “ Report ” ).

The discussion and analysis which follows may contain trend analysis and other forward-looking statements within the meaning of Section

6 unchanged sentences

our actual results to differ materially from those expressed in our forward-looking statements.

You should not place undue reliance

on any forward-looking statements.

You should not place undue reliance on any

forward-looking statements.

Except as expressly required by the Federal securities laws, Hashdex Asset Management Ltd.

15 unchanged sentences

Under its current investment strategy,

the Trust invests in bitcoin and ether.

the Trust invests in crypto assets to track NCIUSS.

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.

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.

The Trust operates pursuant to the Trust’s

Amended and Restated Trust Agreement (the “Trust Agreement”), dated January

On February 13, 2025, the initial Form S-1 for the Trust was declared effective by the U.S.

Securities and Exchange Commission

(“SEC”), and registered an indeterminate number of Shares.

Coinbase Custody Trust Company, LLC and BitGo Trust Company, Inc

(the “Crypto Custodians”) are the custodian for the Trust’s crypto holdings;

Bank National Association is the

custodian for the Trust’s cash and cash equivalents holdings (the “Cash Custodian” and together with the Crypto Custodians,

the “Custodians”).

The sponsor of the Trust is Hashdex

Asset Management Ltd.

Third Amended and Restated Trust Agreement (the “Trust Agreement”), dated September 18, 2025.

On February 13, 2025, the initial

Form S-1 for the Trust was declared effective by the U.S.

Securities and Exchange Commission (“SEC”), and registered an indeterminate

number of Shares.

Coinbase Custody Trust Company, LLC and BitGo Trust Company, Inc (the “Crypto Custodians”) are the custodian

for the Trust’s crypto holdings;

Bank National Association is the custodian for the Trust’s cash and cash equivalents

holdings (the “Cash Custodian” and together with the Crypto Custodians, the “Custodians”).

The sponsor of the Trust is Hashdex Asset Management

(the “Sponsor”).

C SC Delaware Trust

Company is the trustee of the Trust (the “Trustee”).

The Trust intends to be treated as a partnership for U.S.

income tax purposes.

The Sponsor’s responsibilities are discussed below in the section entitled “ The Sponsor’s Operations.

CSC Delaware Trust Company is the trustee of the Trust (the “Trustee”).

The Trust intends

to be treated as a partnership for U.S.

federal income tax purposes.

The Sponsor’s responsibilities are discussed below in the section

entitled “ The Sponsor’s Operations.

While investors will purchase and sell Shares

2 unchanged sentences

Recent Developments

Strategy Change

On February 18, 2025, the Exchange filed with

the SEC, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, a proposed rule change to adopt

new Nasdaq Rule 5712, which would provide for the listing and trading of Commodity- and Digital Asset-Based Investment Interests, including

the Shares of the Hashdex Nasdaq Crypto Index US ETF.

The proposal also seeks to amend certain representations regarding the investment

objective and strategy of the Trust.

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).

Crypto Trading Counterparties

On July 16, 2025, the Trust entered into a Master

Purchase Agreement (the “Cumberland Agreement”) with Cumberland DRW LLC (“Cumberland”), pursuant to which Cumberland

provides over-the-counter trading services, including the purchase and sale of crypto assets, subject to its customary terms and conditions.

On July 24, 2025, the Trust entered into a Master

Services Agreement (the “Flowdesk Agreement”) with Flowdesk SAS (“Flowdesk”), pursuant to which Flowdesk provides

over-the-counter trading services, including the purchase and sale of crypto assets, subject to its customary terms and conditions.

On August 27, 2025, the Trust entered into a Letter

of Adherence to the Terms of Business of Enigma Securities Limited (the “Enigma Agreement”), pursuant to which Enigma Securities

Limited (“Enigma”) provides over-the-counter trading services, including the purchase and sale of crypto assets, subject to

its customary terms and conditions.

Amendment to the Trust Agreement

On September 18, 2025, the Sponsor and CSC Delaware

Trust Company, the Trustee of the Trust, executed the Third Amended and Restated Trust Agreement (the “Trust Agreement”).

The amended Trust Agreement introduced certain revisions to the Second Amended and Restated Trust Agreement to reflect the requirements

necessary for the Trust to rely on the generic listing standards adopted by The Nasdaq Stock Market LLC.

Reliance on Generic Listing Standards and Index

On September 25, 2025, the Sponsor issued a press

release announcing the Trust’s transition to rely on the generic listing standards adopted by The Nasdaq Stock Market LLC (the “Exchange”)

and approved by the U.S.

Securities and Exchange Commission (the “SEC”).

In reliance on the Generic Listing Standards,

the Trust is permitted to hold additional crypto assets that are constituents of the Nasdaq Crypto US Settlement Price™ Index (“NCIUSS”

or the “Index”), rather than being limited to only two crypto assets.

Accordingly, since that date, the Trust tracks Bitcoin

(BTC), Ethereum (ETH), Solana (SOL), Stellar (XLM), and XRP (XRP), subject to quarterly rebalancing and any additions or removals of Index

Constituents in accordance with the Index methodology and the eligibility criteria under the Generic Listing Standards.

In addition, since

September 30, 2025, Cardano (ADA) has been added to the Trust’s holdings, subject to quarterly rebalancing and any additions or

removals of Index Constituents in accordance with the Index Methodology and the eligibility criteria under the Generic Listing Standards.

Trust Overview

The Trust is designed to provide investors with

price exposure to certain crypto assets, namely, those included in the Index.

The Trust issues Shares that trade on The Nasdaq

Stock Market, LLC under the symbol “NCIQ.” Shares can be purchased and sold by investors through their broker-dealer.

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

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.

Bitcoin Overview

Bitcoin is a crypto asset or cryptocurrency that

is a unit of account on the bitcoin network (“Bitcoin Network”), an open source, decentralized peer-to-peer computer

The ownership and operation of bitcoin is determined by purchasers in the Bitcoin Network.

The Bitcoin Network connects computers

that run publicly accessible, or open source, software that follows the rules and procedures governing the Bitcoin Network.

This is commonly

referred to as the “Bitcoin Protocol”.

Bitcoin may be held, may be used to purchase goods and services or may be exchanged

for fiat currency.

No single entity owns or operates the Bitcoin Network, and the value of bitcoin is not backed by any government, corporation

or other entity.

Instead, the value of bitcoin is determined in part by the supply and demand in markets created to facilitate the trading

Public key cryptography protects the ownership and transaction records for bitcoin.

Because the source code for the Bitcoin

Network is open source, anyone can contribute to its development.

At this time, the ultimate supply of bitcoin is finite and limited to

21 million “coins” with the number of bitcoin available increasing gradually as new bitcoin supplies are mined until

the 21 million current protocol cap is reached.

Ether Overview

Ether is a crypto asset that operates on the Ethereum

Network (“Ethereum Network”), a decentralized system maintained by a peer-to-peer network of computers using cryptographic

This infrastructure allows the exchange of ether (ETH), which is recorded on a public blockchain.

Ether can be used for transactions,

purchasing computational power on the network, or converted to fiat currencies.

Ethereum also supports smart contracts, which are self-executing

programs that facilitate various transactions and applications such as creating markets, registering debts, and representing property

These smart contracts run on the Ethereum Network and require ether for execution.

Ethereum is one of several projects aimed

at expanding blockchain use beyond simple peer-to-peer transactions.

The Ethereum Network is the largest and longest-running smart contract

platform, notable for its market cap, availability of decentralized applications (DApps), and development activity.

Smart contracts on

Ethereum are used across various fields, particularly in decentralized financial services (DeFi), which leverage interoperable protocols

and applications to create an open and transparent financial system.

Ethereum was conceptualized in 2013 by Vitalik Buterin and formally

developed by Ethereum Switzerland GmbH (EthSuisse) and the Ethereum Foundation.

The network launched on July 30, 2015, with an initial

creation of 72 million ether, distinguishing it from other crypto assets like bitcoin, which rely solely on a mining process for

The Trust, Sponsor, Custodian, or any other person associated with the Trust will not, directly or indirectly, engage in any

action that would result in any portion of the Trust’s ether becoming subject to Ethereum Networks’ proof-of-stake validation.

The Trust’s ether will not be used to earn additional ether, generate income, or accrue any form of earnings, other than potential

price value increase.

The Trust issues Shares on the Exchange.

investment objective is for changes in the Shares’ NAV to reflect the daily changes of the price of the Nasdaq Crypto US Settlement

Price Index (NCIUSS) (the “Index”), less expenses and liabilities of the Trust.

Under its current investment strategy, the

Trust invests in Index Constituents.

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

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 the Index Constituents

in the same proportions as 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 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 the Index Constituents.

The Trust, the Sponsor, the Administrator

and the 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.

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 Index Methodology

30 unchanged sentences

crypto asset markets.

Currently, there are no U.S.-regulated crypto asset trading platforms and therefore, no crypto assets are eligible

for inclusion in the Index based on this criteria as of the date of this prospectus.

Notwithstanding inclusion in the eligible list, the

16 unchanged sentences

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 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:

The Trust will not invest in any crypto assets outside the Index Constituents, nor will it invest in 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 crypto assets per Share, changes quarterly as described below in The Trust’s Benchmark.

As of September 30, 2025, the crypto asset constituents of the Index Constituents and their weightings were as follows:

Bitcoin (BTC)

The Sponsor will employ a passive investment strategy

intended to track the Index, regardless of its direction, meaning that the Sponsor will not attempt to outperform the Index.

This strategy

aims to allow investors to buy and sell Shares to hedge against losses in Index-related transactions or to gain price exposure to the

Consistent with its investment objective, the Trust will not use its investments to enhance leverage or seek performance multiples

or inverse multiples of the Index.

Cardano (ADA)*

Stellar (XLM)

* Crypto position was established on 9/30/25.

custodian reflects trade quantities on settlement date, which occurred after period end.

The Sponsor will employ a passive investment strategy intended to

track the Index, regardless of its direction, meaning that the Sponsor will not attempt to outperform the Index.

This strategy aims to

allow investors to buy and sell Shares to hedge against losses in Index-related transactions or to gain price exposure to the Index.

Consistent with its investment objective, the Trust will not use its investments to enhance leverage or seek performance multiples or

inverse multiples of the Index.

The weighting of each Index Constituent in the

3 unchanged sentences

the respective Index Constituents for the remaining Index Constituents.

The Sponsor may, at its discretion, exclude or

limit the weighting of Index Constituents in the Trust’s portfolio under the following circumstances:

● The inclusion or projected weighting of a crypto

asset could, in the Sponsor’s sole judgment, result in the Trust being required to register as an investment company under the Investment

Company Act or require the Sponsor to register as an investment adviser under the Investment Advisers Act of 1940;

● None or few of the Authorized Participants or

service providers have the ability to trade or otherwise support the asset in a way that impacts the Trust operations;

● The Sponsor determines, based on available guidance,

that the use or trading of the crypto asset raises, or is likely to raise, significant governmental, policy, or regulatory concerns or

is subject to, or likely to become subject to, a specialized regulatory regime, such as U.S.

federal securities or commodities laws or

similar laws in other significant jurisdictions;

● The crypto asset’s underlying code contains,

or may contain, material flaws or vulnerabilities;

● Holding the crypto asset would cause the Trust’s

holdings to be inconsistent with applicable listing rules of the Exchange.

While these constraints are designed to ensure compliance with applicable

laws and rules, they may result in deviations between the performance of the Trust and the performance of the Index.

As crypto assets

become eligible, or if any Index Constituents later become ineligible, for inclusion based on the applicable listing rules of the Exchange,

the Sponsor expects to adjust the inclusion and weighting of Index Constituents in the Trust’s portfolio accordingly.

will disclose the current Index Constituents and their weighting on the Trust’s website on an ongoing basis.

Calculating NAV

68 unchanged sentences

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

For the three months ended June 30, 2025

For the three months ended September 30, 2025

The Trust’s net assets increased from $125,608,529

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.

as of June 30, 2025, to $153,538,950 as of September 30, 2025.

This total increase of $27,930,421 was primarily driven by a net increase

from operations of $ 16,459,378.

During the quarter, a total of 470,000 shares (47 baskets) were created and 90,000 shares (9 baskets)

were redeemed, resulting in a total net increase of 380,000 shares (38 baskets).

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.

September 30, 2025

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

net assets grew to $153,538,950 as of September 30, 2025.

This growth resulted from a net increase from operations of $40,384,728 a net

increase from capital share transactions of $113,154,222.

Since inception, a total of 5,120,000 shares have been created and 150,000 shares

have been redeemed, resulting in a net increase of 4,970,000 shares as of September 30, 2025.

period from July 1,2025 through September 30, 2025

The 12.86% increase in the NAV for purposes of

the Trust’s periodic financial statements (“Financial Statement NAV”), from $27.37 at July 1, 2025 to $30.89 as of September

30, 2025, reflects the appreciation in the prices of the crypto assets in the NCIUS.

The NAV increase is also partially offset by the

Sponsor’s fee, which totaled $90,155 net of waiver, for the period.

Liquidity and Capital Resources

16 unchanged sentences

had made redemptions in-kind.

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.

For the quarter ended September 30, 2025, the Sponsor’s fee, net of the temporary fee waiver, was

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

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

29 unchanged sentences

for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value.

ASC 820 determines fair value to be the price that would be received for ether in a current sale, which assumes an exit price resulting

from an orderly transaction between market participants on the measurement date.

ASC 820-10 requires the assumption that ether is sold

in its principal market to market participants (or in the absence of a principal market, the most advantageous market).

ASC 820 determines fair value to be the price that would be received for the subject crypto asset in a current sale, which assumes an

exit price resulting from an orderly transaction between market participants on the measurement date.

ASC 820-10 requires the assumption

that the subject crypto asset is sold in its principal market to market participants (or in the absence of a principal market, the most

advantageous market).

and Qualitative Disclosures About Market Risk

2 unchanged sentences

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