Hashdex Bitcoin ETF (NYSE: DEFI) 10-K explains spot bitcoin strategy, fees and custody
Rhea-AI Filing Summary
Hashdex Commodities Trust, a Delaware statutory trust, operates the Hashdex Bitcoin ETF (DEFI), which issues shares of beneficial interest listed on NYSE Arca. As of December 31, 2025, the Fund had 120,000 Shares outstanding and non‑affiliate market value of $14,516,847 as of June 30, 2025.
The Fund’s goal is for daily NAV changes to mirror the Nasdaq Bitcoin Reference Price – Settlement (NQBTCS), minus expenses. It holds bitcoin and limited cash, does not employ leverage, and uses a passive strategy that tracks the Benchmark whether prices rise or fall. ICE Data Indices publishes an indicative NAV every 15 seconds during trading.
The Fund is the successor to the Hashdex Bitcoin Futures ETF via a one‑for‑one merger completed January 3, 2024, and converted from a futures strategy to a spot bitcoin strategy effective March 27, 2024. Baskets of 10,000 Shares are created and redeemed by Authorized Purchasers in cash or in‑kind bitcoin, with a minimum of 50,000 Shares required to remain outstanding.
Hashdex Asset Management Ltd. became Sponsor after January 15, 2026, replacing Tidal Investments. The Sponsor manages operations, appoints key service providers, and earns a 0.25% annual Management Fee on daily NAV, while also covering most routine expenses. Bitcoin is custodied in segregated, insured cold‑storage wallets by BitGo Trust Company, Inc., and cash is held by U.S. Bank, N.A.
Positive
- None.
Negative
- None.
Insights
DEFI operates as a spot bitcoin ETF with low stated fees and institutional‑grade service providers.
The Fund now holds primarily spot bitcoin, tracking the NQBTCS benchmark while charging a 0.25% annual Management Fee on daily NAV. This is structurally simple compared with futures‑based products, reducing roll‑related complexities but keeping full bitcoin price volatility.
Creation and redemption occur in 10,000‑Share Baskets, either in cash or in‑kind bitcoin, with a $300 fee per order to the Cash Custodian. A 50,000‑Share minimum outstanding level can temporarily restrict redemptions, which may affect liquidity during stress, though secondary trading on NYSE Arca provides ongoing investor access.
Bitcoin custody is centralized at BitGo Trust Company, Inc. in segregated cold‑storage wallets with insurance coverage, while cash sits at U.S. Bank, N.A. Governance concentrates operational control in Hashdex as Sponsor, which oversees benchmark changes, service providers, and regulatory filings, aligning the Fund with broader institutional crypto asset management practices.
Key Figures
Key Terms
Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) financial
Authorized Purchasers financial
cold storage technical
inter-series limitation on liability regulatory
tracking error financial
Fair Value Event financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| for
the fiscal year ended |
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:
(Exact name of registrant as specified in its charter) |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒
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. ☒
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).
☒
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 | ☐ |
| ☒ | 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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.1D-1(b) ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒
The
aggregate market value of the registrant’s shares held by non-affiliates of the registrant as of June 30, 2025 was $
As of December 31, 2025, there were shares of beneficial interest, no par value, of Hashdex Bitcoin ETF issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K (this “Annual Report”) includes “forward-looking statements” which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Annual Report that address activities, events or developments that will or may occur in the future, including such matters as movements in the commodities markets and indexes that track such movements, our operations, our Sponsor’s plans and references to our future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses our Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to our Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Annual Report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this Annual Report are qualified by these cautionary statements, and there can be no assurance that actual results or developments our Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, our operations or the value of our Shares.
A description of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Annual Report appears in the section captioned “Risk Factors” and elsewhere in this Annual Report. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. Except as may be required by law, we do not undertake any obligation to update the forward-looking statements contained in this Annual Report to reflect any new information or future events or circumstances or otherwise.
TABLE OF CONTENTS
| Page | |||
| Part I. | 1 | ||
| Item 1. | Business | 1 | |
| Item 1A. | Risk Factors | 24 | |
| Item 1B. | Unresolved Staff Comments | 24 | |
| Item 1C. | Cybersecurity | 24 | |
| Item 2. | Properties | 25 | |
| Item 3. | Legal Proceedings | 25 | |
| Item 4. | Mine Safety Disclosures | 25 | |
| Part II. | 25 | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities | 25 | |
| Item 6. | [Reserved.] | 26 | |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risks | 33 | |
| Item 8. | Financial Statements and Supplementary Data | 34 | |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 60 | |
| Item 9A. | Controls and Procedures | 60 | |
| Item 9B. | Other Information | 61 | |
| Item 9C. | Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 61 | |
| Part III. | 61 | ||
| Item 10. | Directors and Executive Officers of the Registrant | 61 | |
| Item 11. | Executive Compensation | 63 | |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 63 | |
| Item 13. | Relationships and Related Transactions and Director Independence | 63 | |
| Item 14. | Principal Accountant and Audit Fees and Services | 63 | |
| Part IV. | 63 | ||
| Item 15. | Exhibits and Financial Statements Schedules | 63 | |
| Item 16. | Form 10-K Summary | 64 | |
i
Part I.
| Item 1. | Business |
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 (“NAV”) to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS) (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 2, 2024, the initial Form S-1 for DEFI was declared effective by the U.S. Securities and Exchange Commission (“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 of the Fund is 1100 North Market Street, Suite 1300, Wilmington, DE 19801 and the telephone number of the Fund is (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 (“Teucrium”). The Merger closed on January 3, 2024. In connection with the Merger, the Predecessor Fund shareholders received one Share for each share of the Predecessor Fund they owned prior to the Merger.
The sponsor of the Fund is Hashdex Asset Management Ltd. (the “Sponsor” or “Hashdex”), which receives a management fee (the “Management Fee”). As of December 31, 2025, the Sponsor served as sponsor, investment manager, or investment adviser to over 9 pooled investment vehicles across multiple jurisdictions, including investment strategies relating to crypto asset markets. Prior to January 16, 2026, the Fund’s sponsor was Tidal Investments LLC (f/k/a Toroso Investments, LLC) (“Tidal”). The Sponsor’s responsibilities are discussed below in the section entitled “The Sponsor’s Operations.”
While investors will purchase and sell Shares through their broker-dealer, the Fund continuously offers and redeems baskets consisting of 10,000 Shares (the “Baskets”) at their NAV to certain financial institutions that have entered into an agreement with the Sponsor (the “Authorized Purchasers”).
Fund Reorganization
Merger with Hashdex Bitcoin Futures ETF
On January 3, 2024 (the “Closing Date”), the Trust completed the Merger and acquisition of the Predecessor Fund, a series of the Predecessor Trust, into the Fund, a series of the Trust. The Merger was effected pursuant to an Agreement and Plan of Partnership Merger and Liquidation dated as of October 30, 2023 (the “Plan of Merger”) between the Predecessor Trust, on behalf of its Predecessor Fund series, and the Trust, on behalf of its Fund series.
Pursuant to the Plan of Merger, each Predecessor Fund shareholder received one Share of the Fund for every one share of the Predecessor Fund held immediately before the commencement of trading on the NYSE Arca on the Closing Date, based on the NAV per share of the Predecessor Fund being equal to the NAV per Share of the Fund, determined immediately prior to the Merger closing. The share price used for the delivery of shares of the Predecessor Fund was the NAV per share of the Predecessor Fund determined after the close of business of the NYSE Arca on January 2, 2024. Consequently, the Merger resulted in a one-for-one exchange of shares between the Predecessor Fund and the Fund. Further, the Fund acquired in the Merger all the assets of the Predecessor Fund and assumed all the liabilities of the Predecessor Fund. Effective the Merger closing, the Plan of Merger caused all of the Predecessor Fund’s shares to be cancelled and the Predecessor Fund to be liquidated.
1
The Merger did not materially modify the rights of Predecessor Fund shareholders with respect to their investment. The Fund has the same investment objective, investment strategies and investment restrictions, and substantially identical investment risks, as those had by the Predecessor Fund. Following the Merger, the Fund was sponsored by Tidal, and the Fund is now managed by portfolio managers employed by the Sponsor. The Fund pays the same Management Fee rate to the Sponsor, under the same terms, as previously paid by the Predecessor Fund to Teucrium, the sponsor of the Predecessor Trust and the Predecessor Fund.
The Fund’s Shares commenced trading on the NYSE Arca upon the effectiveness of the Merger under the ticker symbol “DEFI.”
Effect of Merger - Conversion to U.S. Spot Bitcoin ETF
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 current benchmark index is the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS), which better reflects the Fund’s current strategy of direct bitcoin investment. Under normal market conditions, the Fund’s had a policy to maximize its holdings of physical bitcoin such that it was expected that at least 95% of the Fund’s assets would be invested in spot bitcoin and up p to 5% of the Fund’s assets would be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Sponsor Transition
Effective after the close of trading on January 15, 2026, Tidal withdrew as the sponsor of the Trust and simultaneously appointed Hashdex as the sponsor of the Trust (the “Sponsor Replacement”). In connection with the Sponsor Replacement, certain changes were made to the Fund’s principal investment strategies and techniques. Prior to the Sponsor Replacement, the Fund sought to achieve its investment objective by primarily investing in bitcoin. The Fund used bitcoin futures contracts for the primary purpose of acquiring physical bitcoin through Chicago Mercantile Exchange Inc.’s (“CME”) Exchange for Physical Transactions (“EFP”) and to offset cash and receivables for better tracking the Benchmark. Under normal market conditions, the Fund had a policy to maximize its investments in physical bitcoin such that it was expected that at least 95% of the Fund’s assets would be invested in bitcoin, and up to 5% would 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 Sponsor, the Fund attempts to achieve its investment objective by primarily investing in bitcoin. The Fund’s assets consist of bitcoin and cash. The Fund may hold cash in connection with cash purchases and redemptions of Shares and it also will occasionally hold cash for short periods to pay the Sponsor’s Management Fee and any other Fund expenses and liabilities not assumed by the Sponsor. The Fund will not hold any assets other than bitcoin and cash.
Fund Overview
The Fund is designed to provide investors with a means to gain price exposure to the bitcoin market. The Fund issues Shares that trade on NYSE Arca under the symbol “DEFI.” Shares can be purchased and sold by investors through their broker-dealer. Purchasing Shares of the Fund is subject to the risks of bitcoin as well as the additional risks of investing in the Fund.
The Sponsor employes a passive investment strategy that is intended to track the changes in the Benchmark regardless of whether the Benchmark goes up or goes down. 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 NYSE Arca rule, under which the Shares will be listed and traded, prevents the Fund from utilizing leverage. ICE Data Indices, LLC calculates an approximate Fund NAV every 15 seconds throughout each day that the Fund’s Shares are traded on NYSE Arca.
2
The Fund, the Sponsor, and their service providers, including the Custodians, do not loan or pledge the Fund’s assets, nor does any such entity use the Fund’s assets as collateral for any loan or similar arrangement.
Bitcoin Overview
Bitcoin is a digital asset or cryptocurrency that is a unit of account on the bitcoin network (the “Bitcoin Network”), an open source, decentralized peer-to-peer computer network. 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 of bitcoin. 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. The following factors, among others, may affect the price and market for bitcoin:
| ● | How widely bitcoin is adopted, including the use of bitcoin as a payment. |
| ● | The regulatory environment for cryptocurrencies, which continues to evolve in the U.S., and which may delay, impede, or restrict the adoption or use of bitcoin. |
| ● | Speculative activity in the market for bitcoin, including by holders of large amounts of bitcoin, which may increase volatility. |
| ● | Cyberattacks, including the risk that malicious actors will exploit flaws in the code or structure of bitcoin, control the blockchain, steal information or cause disruptions to the internet. |
| ● | Rewards for mining bitcoin are designed to decline over time, which may lessen the incentive for miners to process and confirm transactions on the Bitcoin Network. |
| ● | The open-source nature of the Bitcoin Network may result in forks, or changes to the underlying code of bitcoin that result in the creation of new, separate digital assets. |
| ● | Fraud, manipulation, security failure or operational problems at bitcoin exchanges that result in a decline in adoption or acceptance of bitcoin. |
| ● | Scalability as the use of bitcoin expands to a greater number of users. |
The Benchmark Methodology
The Benchmark is governed by the Nasdaq Index Management Committee (the “IMC”), which is responsible for implementation, administration, and oversight of the Benchmark, including its cessation. The IMC shall approve any material changes to the methodology and review the Benchmark methodology at least on an annual basis. The final Benchmark is calculated once every trading day and it is given by a weighted average across the settlement prices of the following “Core Exchanges” (as of December 31, 2025); Bitstamp, Coinbase, Gemini, itBit, Kraken and LMAX Digital.
The Benchmark was launched by Nasdaq, Inc. (the “Nasdaq”), on June 9, 2021 and is designed to track the price performance of bitcoin. Specifically, the Benchmark attempts to track the average bitcoin spot price by capturing the notional value of bitcoin U.S. dollar (“USD”) transactions reported by selected public data sources as measured by Nasdaq. The Benchmark applies a rules-based pricing methodology to a diverse collection of pricing sources to provide a reference price for bitcoin and the pricing methodology is designed to account for variances in price across a wide range of sources which have been vetted according to criteria identified in the methodology document. The Benchmark is owned and administered by Nasdaq and may be changed from time to time. Detailed rules on the Benchmark’s administration and governance may be found on Nasdaq’s website. The Benchmark does not track the overall performance of all digital assets generally, nor the performance of any specific digital asset other than bitcoin. The Benchmark is calculated and published once a day on business days at 4:00 p.m., Eastern Time (“E.T.”) by CF Benchmarks Limited (https://www.cfbenchmarks.com/data/indices/NQBTCS) or another Nasdaq designated calculation agent.
3
According to the Benchmark methodology, any deviations from the Benchmark methodology are made in the sole judgment and discretion of Nasdaq so that the Benchmark continues to achieve its objective. Nasdaq will provide transparency over the decisions affecting the compilation of the reference rate and any related determination process, including contingency measures in the event of absence of or insufficient inputs, market stress or disruption, failure of critical infrastructure, or other relevant factors. Any contingency measures that are not directly addressed in the Benchmark methodology shall be subject to IMC governance processes.
The Sponsor, in its sole discretion, may cause the Fund to track a benchmark other than the Benchmark at any time, with prior notice to investors. The Sponsor may change the Fund’s benchmark if investment conditions change or the Sponsor believes that another benchmark or standard better aligns with the Fund’s investment objective and strategy. The Sponsor, however, is under no obligation whatsoever to make such a change in any circumstance.
To the extent IMC implements a material change to the calculation of the Benchmark, the Sponsor will issue a press release describing such change and its date of implementation, which press release will be filed with the SEC on Form 8-K.
To the extent the Sponsor determines that in the best interest of the Fund to replace the Benchmark with another benchmark reference price or index, the Sponsor shall issue a press release describing the replacement of the Benchmark and the new benchmark at least 60 days in advance of such replacement and will file such press release under Form 8-K with the SEC.
The Fund’s Investment Strategies
The Fund seeks to achieve its investment objective by primarily investing in bitcoin. The Fund’s assets consist of bitcoin and cash. The Fund may hold cash in connection with cash purchases and redemptions of Shares (see “Creation and Redemption of Shares,” below) 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.
Consistent with applicable provisions of the Trust Agreement and Delaware law, the Fund has broad authority to make changes to the Fund’s operations. The Fund may change its investment objective, benchmark, or investment strategies and shareholders of the Fund will not have any rights with respect to these changes. The reasons for and circumstances that may trigger any such changes may vary widely and cannot be predicted. The Fund would, among other things, file a current report on Form 8-K and a prospectus supplement to describe any such change and the effective date of the change. Shareholders may modify their holdings of the Fund’s Shares in response to any change by purchasing or selling Fund Shares through their broker-dealer.
The Fund’s investment objective is for changes in the Shares’ NAV to reflect the daily changes of the price of the Benchmark, less expenses from the Fund’s operations. In furtherance of the Fund’s policy to maximize its holdings in bitcoin, the Sponsor will use cash received through the creation process to purchase bitcoin. The Sponsor does not have discretion in choosing the Fund’s investments. The Fund’s investment strategy is designed to permit investors generally to purchase and sell the Fund’s Shares for the purpose of investing indirectly in the bitcoin market in a cost-effective manner. The Sponsor expects that the Fund’s average daily tracking error against the Benchmark will be less than 10 percent over any period of 30 trading days. However, the Fund incurs certain expenses in connection with its operations, which cause imperfect correlation between changes in the Fund’s NAV and changes in the Benchmark because the Benchmark does not reflect expenses or income. As a result, investors may incur a partial or complete loss of their investment even when the performance of the Benchmark is positive.
4
Investors may purchase and sell Shares through their broker-dealers. However, the Fund creates and redeems Shares only in Baskets and only Authorized Purchasers may purchase or redeem Baskets. An Authorized Purchaser is under no obligation to create or redeem Baskets, and an Authorized Purchaser is under no obligation to offer to the public Shares of any Baskets it does create. Baskets are generally created when there is a demand for Shares, including, but not limited to, when the market price per Share is at (or perceived to be at) a premium to the NAV per Share. Similarly, Baskets are generally redeemed when the market price per Share is at (or perceived to be at) a discount to the NAV per Share. Retail investors seeking to purchase or sell Shares on any day are expected to affect such transactions in the secondary market, on NYSE Arca, at the market price per Share, rather than in connection with the creation or redemption of Baskets.
The Sponsor believes that by investing in bitcoin, the Fund’s NAV closely tracks the Benchmark. The Sponsor also believes that because of market arbitrage opportunities, the market price at which investors purchase and sell Shares through their broker-dealer will closely track the Fund’s NAV. The Sponsor believes that the net effect of these relationships is that the Fund’s market price on NYSE Arca at which investors purchase and sell Shares will closely track the bitcoin market, as measured by the Benchmark.
There is a minimum number of Baskets and associated Shares specified for the Fund. If the Fund experiences redemptions that cause the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum number of Shares is again exceeded through the purchase of a new Basket, there can be no more redemptions by an Authorized Purchaser. In such cases, market makers may be less willing to purchase Shares from investors in the secondary market, which may in turn limit the ability of shareholders of the Fund to sell their Shares in the secondary market. These minimum levels for the Fund are 50,000 Shares, representing five Baskets. The minimum level of Shares specified for the Fund is subject to change.
The Sponsor maintains a public website on behalf of the Fund, https://hashdex-etfs.com/defi, which contains information about the Trust, the Fund, and the Shares.
The Fund’s Investments in Bitcoin
The Fund’s investment strategy includes direct investments in bitcoin, commonly referred to as “spot bitcoin”. When the Fund sells or redeems its Shares, bitcoin will be transferred into or out of the Fund, as applicable, in exchange for Baskets that are based on the quantity of bitcoin attributable to each Share of the Fund (net of accrued but unpaid Management Fees and any accrued but unpaid extraordinary expenses or liabilities).
The Fund will create Shares in cash by receiving bitcoin from a third party that is not the Authorized Purchaser and the Fund is responsible for selecting the third party to deliver the bitcoin. Further, the third party will not be acting as an agent of the Authorized Purchaser with respect to the delivery of the bitcoin to the Fund or acting at the direction of the Authorized Purchaser with respect to the delivery of the bitcoin to the Fund. The Fund will redeem the Shares in cash by delivering bitcoin to a third party that is not the Authorized Purchaser and the Fund is responsible for selecting the third party to receive the bitcoin. Further, the third party will not be acting as an agent of the Authorized Purchaser with respect to the receipt of the bitcoin from the Fund or acting at the direction of the Authorized Purchaser with respect to the receipt of the bitcoin from the Fund. The third party will be unaffiliated with the Fund and the Sponsor.
Authorized Purchasers may also purchase Shares in-kind. To purchase Shares in-kind, an Authorized Purchaser delivers, or arranges for the delivery by the Authorized Purchaser’s designated agent or client, of bitcoin to the Fund’s account with the Bitcoin Custodian in exchange for Shares. Authorized Purchasers may also redeem Shares in-kind. When such an Authorized Purchaser redeems Shares in-kind, the Fund, through the Bitcoin Custodian, will deliver bitcoin to the Authorized Purchaser, or a designated agent or client thereof, in exchange for its Shares.
5
Market Outlook
The Bitcoin Industry
Bitcoin
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.
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 and futures contracts 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.
The Bitcoin Network
The infrastructure of the Bitcoin Network is collectively maintained by participants in the Bitcoin Network, which include miners, developers, and users. Miners validate transactions and are currently compensated for that service in bitcoin. Developers maintain and contribute updates to the Bitcoin Network’s source code, often referred to as the Bitcoin Protocol. Users access the Bitcoin Network using open-source software. Anyone can be a user, developer, or miner.
Bitcoin is “stored” on a digital transaction ledger commonly known as a “blockchain.” A blockchain is a type of shared and continually reconciled database, stored in a decentralized manner on the computers of certain users of the digital asset and is protected by cryptography. The Bitcoin Blockchain contains a record and history for each bitcoin transaction.
New bitcoin is created by “mining.” Miners use specialized computer software and hardware to solve a highly complex mathematical problem presented by the Bitcoin Protocol. The first miner to successfully solve the problem is permitted to add a block of transactions to the Bitcoin Blockchain. The new block is then confirmed through acceptance by a majority of users who maintain versions of the blockchain on their individual computers. Miners that successfully add a block to the Bitcoin Blockchain are automatically rewarded with a fixed amount of bitcoin for their effort plus any transaction fees paid by transferors whose transactions are recorded in the block. This reward system is the means by which new bitcoin enter circulation and is the mechanism by which versions of the blockchain held by users on a decentralized network are kept in consensus.
The Bitcoin Protocol
The Bitcoin Protocol is an open source project with no official company or group in control. Anyone can review the underlying code and suggest changes. There are, however, a number of individual developers that regularly contribute to a specific distribution of bitcoin software known as the “Bitcoin Core.” Developers of the Bitcoin Core loosely oversee the development of the source code. There are many other compatible versions of the bitcoin software, but Bitcoin Core is the most widely adopted and currently provides the de facto standard for the Bitcoin Protocol. The core developers are able to access, and can alter, the Bitcoin Network source code and, as a result, they are responsible for quasi-official releases of updates and other changes to the Bitcoin Network’s source code.
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However, because bitcoin has no central authority, the release of updates to the Bitcoin Network’s source code by the core developers does not guarantee that the updates will be automatically adopted by the other purchasers. Users and miners must accept any changes made to the source code by downloading the proposed modification and that modification is effective only with respect to those bitcoin users and miners who choose to download it. As a practical matter, a modification to the source code becomes part of the Bitcoin Network only if it is accepted by participants that collectively have a majority of the processing power on the Bitcoin Network. If a modification is accepted by only a percentage of users and miners, a division will occur such that one network will run the pre-modification source code and the other network will run the modified source code. Such a division is known as a “fork.”
The Sponsor’s Operations
Under the Trust Agreement, the Sponsor is solely responsible for management and conducts or directs the conduct of the business of the Trust, the Fund, and any series of the Trust that may from time to time be established and designated by the Sponsor. The Sponsor is required to oversee the purchase and sale of Shares by Authorized Purchasers and to manage the Fund’s investments. The Sponsor has the power to enter into agreements as may be necessary or appropriate for the offer and sale of the Fund’s Shares and the conduct of the Trust’s activities. Accordingly, the Sponsor is responsible for selecting the Trustee (as defined below), Administrator (as defined below), Marketing Agent (as defined below), the independent registered public accounting firm of the Trust, and any legal counsel employed by the Trust. The Sponsor is also responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and will provide any required certification for such reports. The Sponsor may determine to engage marketing agents who will assist the Sponsor in marketing the Shares. See “Plan of Distribution” below for more information. The Sponsor has discretion to appoint one or more of its affiliates as additional sponsors. No person other than the Sponsor and its principals was involved in the organization of the Trust or the Fund. The Sponsor maintains a public website on behalf of the Fund, https://hashdex-etfs.com/defi, which contains information about the Trust, the Fund, and the Shares, and oversees certain services for the benefit of shareholders. Please note that information contained on or accessible through the Sponsor’s website is not considered part of this Annual Report on Form 10-K (the “Annual Report”).
The Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.25% per annum of the daily NAV of the Fund. The Management Fee is paid in consideration of the Sponsor’s services related to the management of the Fund’s business and affairs.
In addition to the Fund’s 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 Fund 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. Creations with cash may cause the Fund to incur certain costs, including brokerage commissions, and redemptions of Baskets with cash may result in the recognition of gains or losses that the Fund might not have incurred if it had made redemptions in-kind. The Sponsor pays all of the 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 Administrator, Custodians, Marketing Agent, Transfer Agent (as defined below), 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.
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Shareholders have no right to elect the Sponsor on an annual or any other continuing basis or to remove the Sponsor. If the Sponsor voluntarily withdraws, the holders of a majority of the Trust’s outstanding Shares (excluding, for purposes of such determination, Shares owned by the withdrawing Sponsor and its affiliates) may elect its successor. Prior to withdrawing, the Sponsor must give ninety days’ written notice to the shareholders and the Trustee.
The Sponsor has an information security program and policy in place. The program takes reasonable care to look beyond the security and controls developed and implemented for the Trust and the Fund directly to the platforms and controls in place for the key service providers. Such review of cybersecurity and information technology plans of key service providers are part of the Sponsor’s disaster recovery and business continuity planning. The Sponsor provides regular training to all employees of the Sponsor regarding cybersecurity topics, in addition to real-time dissemination of information regarding cybersecurity matters as needed. The information security plan is reviewed and updated as needed, but at a minimum on an annual basis.
The Fund’s Service Providers
Sponsor
The Sponsor is responsible for investing the assets of the Fund in accordance with the objectives and policies of the Fund. In addition, the Sponsor arranges for one or more third parties to provide administrative, custodial, accounting, transfer agency and other necessary services to the Fund. For these third-party services, the Fund pays the fees set forth in the table below entitled “Contractual Fees and Compensation Arrangements with the Sponsor and Third-Party Service Providers.” For the Sponsor’s services, the Fund is contractually obligated to pay a monthly Management Fee to the Sponsor.
The Sponsor acts as the Trust’s sponsor pursuant to the terms of the Trust Agreement. Under the Trust Agreement, the Sponsor acts as an agent of the Trust and is solely responsible for the conduct of the Trust’s business.
The Sponsor serves as the sponsor, investment manager, or investment adviser to investment vehicles other than the Trust. As of December 31, 2025, the Sponsor serves as sponsor, investment manager, or investment adviser to over 9 pooled investment vehicles across multiple jurisdictions, including investment strategies relating to crypto asset markets. As of December 31, 2025, the Sponsor is responsible for approximately $1.2 billion in assets under management. As a result, conflicts of interest may arise between the Sponsor’s responsibilities to the Trust on the one hand and, on the other, the responsibilities the Sponsor owes to those other pooled investment vehicles for which it serves as sponsor, investment manager, or investment adviser. Such conflicts may include, but are not limited to, the allocation of investment opportunities. If the Sponsor acquires knowledge of a potential transaction or arrangement that may be an opportunity for the Trust, it shall have no duty to offer such opportunity to the Trust, and the Sponsor will not be liable to the Trust or the shareholders for breach of any fiduciary or other duty if the Sponsor pursues such opportunity or directs it to another person or does not communicate such opportunity to the Trust and is not required to share income or profits derived from such business ventures with the Trust.
Administrator
The Fund employs U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services (“Global Fund Services”)) as the Fund’s administrator (the “Administrator”). The Administrator is located at 615 East Michigan Street, Milwaukee, Wisconsin 53202.
Cash Custodian, Registrar, Transfer Agent
In its capacity as the Cash Custodian, U.S. Bank, N.A. holds the Fund’s 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 (the “Transfer Agent”).
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The Cash Custodian is located at 1555 North Rivercenter Drive, Suite 302, Milwaukee, Wisconsin 53212. U.S. Bank, N.A. is a nationally chartered bank, regulated by the Office of the Comptroller of the Currency, Department of the Treasury, and is subject to regulation by the Board of Governors of the Federal Reserve System. The principal address for the Transfer Agent is 615 East Michigan Street, Milwaukee, WI, 53202.
Bitcoin Custodian
The Fund’s bitcoin investments are held by BitGo Trust Company, Inc., as the Fund’s 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 (the “Security Factors”) that allow transfers of digital assets 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 (as defined below) 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
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 and to review and approve 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”).
The Trustee
The sole trustee (the “Trustee”) of the Trust is Wilmington Trust, a national banking association. The Trustee’s principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890-0001. The Trustee is unaffiliated with the Sponsor. The Trustee’s duties and liabilities with respect to the offering of Shares and the management of the Trust and the Fund are limited to its express obligations under the Trust Agreement.
The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act (“DSTA”). The Trustee does not owe any other duties to the Trust, the Sponsor or the shareholders. The Trustee is permitted to resign upon at least sixty (60) days’ notice to the Sponsor. If no successor trustee has been appointed by the Sponsor within such sixty-day period, the Trustee may, at the expense of the Trust, petition a court to appoint a successor. The Trust Agreement provides that the Trustee is entitled to reasonable compensation for its services from the Sponsor or an affiliate of the Sponsor (including the Trust), and is indemnified by the Sponsor against any expenses it incurs relating to or arising out of the formation, operation or termination of the Trust, or any action or inaction of the Trustee under the Trust Agreement, except to the extent that such expenses result from the fraud, or the gross negligence or willful misconduct of the Trustee. The Sponsor has the discretion to replace the Trustee.
The Trustee has not signed this Annual Report and is not subject to issuer liability under the federal securities laws for the information contained in this Annual Report and under federal securities laws with respect to the issuance and sale of the Shares. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Shares.
Under the Trust Agreement, the Trustee has delegated to the Sponsor the exclusive management and control of all aspects of the business of the Trust and the Fund. The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor.
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Contractual Fees and Compensation Arrangements with the Sponsor and Third-Party Service Providers
| Service Provider | Compensation Paid by the Fund |
| Hashdex Asset Management Ltd., Sponsor | 0.25% of average net assets annually |
| Wilmington Trust, Trustee | $3,300 annually for the Trust |
*The above table does not include compensation arrangements between the Sponsor and third-party service providers including the Administrator, Custodians, Marketing Agent, Transfer Agent, or auditors.
Other Non-Contractual Payments by the Fund
The Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to 0.25% per annum of the daily NAV of the Fund. The Management Fee is paid in consideration of the Sponsor’s services related to the management of the Fund’s business and affairs. 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 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. Authorized Purchasers pay a $300 fee per order to create and redeem Baskets, which is paid to the Cash Custodian. This $300 fee may not be used by the Fund to cover expenses related to creations and redemptions. Expenses paid by Sponsor are not subject to any caps or limits.
Form of Shares
Registered Form
Shares are issued in registered form in accordance with the Trust Agreement. Global Fund Services has been appointed registrar and Transfer Agent for the purpose of transferring Shares in certificated form. Global Fund Services keeps a record of all shareholders and holders of the Shares in certificated form in the registry (the “Register”). The Sponsor recognizes transfers of Shares in certificated form only if done in accordance with the Trust Agreement. The beneficial interests in such Shares are held in book-entry form through purchasers and/or accountholders in the Depository Trust Company (“DTC”).
Book Entry
Individual certificates are not issued for the Shares. Instead, Shares are represented by one or more global certificates, which are deposited by the Administrator with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Shareholders are limited to (1) purchasers in DTC such as banks, brokers, dealers and trust companies, (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC purchaser (“Indirect Purchasers”), and (3) those who hold interests in the Shares through DTC purchasers or Indirect Purchasers, in each case who satisfy the requirements for transfers of Shares. DTC purchasers acting on behalf of investors holding Shares through such purchasers’ accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same Day Funds Settlement System. Shares are credited to DTC purchasers’ securities accounts following confirmation of receipt of payment.
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DTC
DTC is a limited purpose trust company organized under the laws of the State of New York and is a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934 (the “Exchange Act”). DTC holds securities for DTC purchasers and facilitates the clearance and settlement of transactions between DTC purchasers through electronic book-entry changes in accounts of DTC purchasers.
Transfer of Shares
The Shares are only transferable through the book-entry system of DTC. Shareholders who are not DTC purchasers may transfer their Shares through DTC by instructing the DTC purchaser holding their Shares (or by instructing the Indirect Purchaser or other entity through which their Shares are held) to transfer the Shares. Transfers are made in accordance with standard securities industry practice.
Transfers of interests in Shares with DTC are made in accordance with the usual rules and operating procedures of DTC and the nature of the transfer. DTC has established procedures to facilitate transfers among the purchasers and/or accountholders of DTC. Because DTC can only act on behalf of DTC purchasers, who in turn act on behalf of Indirect Purchasers, the ability of a person or entity having an interest in a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise take actions in respect of such interest, may be affected by the lack of a certificate or other definitive document representing such interest.
DTC has advised us that it will take any action permitted to be taken by a shareholder (including, without limitation, the presentation of a global certificate for exchange) only at the direction of one or more DTC purchasers in whose account with DTC interests in global certificates are credited and only in respect of such portion of the aggregate principal amount of the global certificate as to which such DTC purchaser or purchasers has or have given such direction.
Inter-Series Limitation on Liability
Because the Trust was established as a Delaware statutory trust, the Fund and each other series that may be established under the Trust in the future will be operated so that it will be liable only for obligations attributable to such series and will not be liable for obligations of any other series or affected by losses of any other series. If any creditor or shareholder of any particular series (such as the Fund) asserts against the series a valid claim with respect to its indebtedness or shares, the creditor or shareholder will only be able to obtain recovery from the assets of that series and not from the assets of any other series or the Trust generally. The assets of the Fund and any other series will include only those funds and other assets that are paid to, held by or distributed to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the purchase of shares in a series. This limitation on liability is referred to as the “Inter-Series Limitation on Liability”. The Inter-Series Limitation on Liability is expressly provided for under the DSTA, which provides that if certain conditions (as set forth in Section 3804(a) of the DSTA) are met, then the debts of any particular series will be enforceable only against the assets of such series and not against the assets of any other series or the Trust generally. In furtherance of the Inter-Series Limitation on Liability, every party providing services to the Trust, the Fund or the Sponsor on behalf of the Trust or the Fund, will acknowledge and consent in writing to the Inter-Series Limitation on Liability with respect to such party’s claims.
The existence of a Trustee should not be taken as an indication of any additional level of management or supervision over the Fund. Consistent with Delaware law, the Trustee acts in an entirely passive role, delegating all authority for the management and operation of the Fund and the Trust to the Sponsor. The Trustee does not provide custodial services with respect to the assets of the Fund.
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Plan of Distribution
Buying and Selling Shares
Most investors buy and sell Shares of the Fund in secondary market transactions through brokers. Shares trade on NYSE Arca under the ticker symbol “DEFI.” Shares are bought and sold throughout the trading day like other publicly traded securities. When buying or selling Shares through a broker, most investors incur customary brokerage commissions and charges. Investors are encouraged to review the terms of their brokerage account for details on applicable charges and any provisions authorizing the broker to borrow Shares held on your behalf.
Marketing Agent and Authorized Purchasers
The offering of the Fund’s Shares is a best efforts offering. The Fund continuously offers Baskets consisting of 10,000 Shares at their NAV through the Marketing Agent to Authorized Purchasers. Shares will be sold at the next determined NAV per Share. All Authorized Purchasers pay a $300 fee for each Basket order.
The following entities have entered into Authorized Purchaser Agreements with respect to the Fund: Jane Street Capital, LLC, Mirae Asset Securities (USA) Inc., Virtu Americas LLC, Macquarie Capital (USA) Inc, Goldman Sachs & Co. LLC and Citadel Securities LLC.
Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Fund, a “distribution,” as such term is used in the Securities Act of 1933 (the “1933 Act”), will be occurring. Authorized Purchasers, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed purchasers in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act. For example, an Authorized Purchaser, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Basket from the Fund, breaks the Basket down into the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. In contrast, Authorized Purchasers may engage in secondary market or other transactions in Shares that would not be deemed “underwriting.” For example, an Authorized Purchaser may act in the capacity of a broker or dealer with respect to Shares that were previously distributed by other Authorized Purchasers. A determination of whether a particular market purchaser is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to designation as an underwriter and subject them to the prospectus delivery and liability provisions of the 1933 Act.
Dealers who are neither Authorized Purchasers nor “underwriters” but are nonetheless participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of Section 4(a)(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(a)(3) of the 1933 Act.
Investors are cautioned that they might not be able to buy or sell Shares of the Fund through their current brokerages. Moreover, even if an investor were able to purchase Shares through their current brokerage, that brokerage might decide to stop trading in bitcoin-linked securities and the investor would potentially face restrictions on when and or how they could trade their existing bitcoin position.
The Sponsor expects that any broker-dealers selling Shares will be members of FINRA. Investors intending to create or redeem Baskets through Authorized Purchasers in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer regulatory requirements under the state securities laws prior to such creation or redemption.
While the Authorized Purchasers may be indemnified by the Sponsor, they will not be entitled to receive a discount or commission from the Trust or the Sponsor for their purchases of Baskets.
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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. |
Global Fund Services, in its capacity as the Administrator, 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 NYSE Arca 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 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 fair value measurement framework in the Financial Accounting Standards Board (“FASB”) 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 Exchange Act reports and/or on the Fund’s website.
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 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 BTC/USD pair that is reported and disseminated by a Core Exchange through its publicly available application programming interface and observed by the IMC.
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 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.
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The indicative fund value is disseminated on a per Share basis every 15 seconds during regular NYSE Arca trading hours of 9:30 a.m. E.T. to 4:00 p.m. E.T.
ICE Data Indices, LLC disseminates the indicative fund value through the facilities of CTA/CQ High Speed Lines. In addition, the indicative fund value is available through on-line information services such as Bloomberg and Reuters.
Dissemination of the indicative fund value provides additional information that is not otherwise available to the public and is useful to investors and market professionals in connection with the trading of Fund Shares on NYSE Arca. Investors and market professionals are able throughout the trading day to compare the market price of the Fund and the indicative fund value. If the market price of Fund Shares diverges significantly from the indicative fund value, market professionals may have an incentive to execute arbitrage trades. For example, if the Fund appears to be trading at a discount compared to the indicative fund value, a market professional could buy Fund Shares on NYSE Arca, aggregate them into Baskets, and receive the NAV of such Shares by redeeming them to the Trust provided that there is not a minimum number of Shares outstanding for the Fund. Such arbitrage trades can tighten the tracking between the market price of the Fund and the indicative fund value.
Creation and Redemption of Shares
The Fund creates and redeems Shares from time to time, but only in one or more Baskets. Baskets are only created in exchange for delivery to the Fund of the amount of bitcoin represented by the Baskets being created or an amount of cash sufficient purchase such amount of bitcoin, the amount of which is equal to the combined NAV of the number of Shares included in the Baskets being created determined as of 4:00 p.m. E.T. on the day the order to create the Baskets is properly received. Baskets are only redeemed in exchange for delivery to the Fund of the amount of Shares represented by the Basket.
Authorized Purchasers are the only persons that may place orders to create and redeem Baskets. Authorized Purchasers must be (1) either registered broker-dealers or other securities market purchasers, such as banks and other financial institutions, which are not required to register as broker-dealers to engage in securities transactions as described below, and (2) DTC purchasers. Registered broker-dealers are subject to various requirements of the federal securities laws and rules, including financial responsibility rules such as the customer protection rule, the net capital rule and recordkeeping requirements. On May 15, 2025, the SEC’s Division of Trading and Markets and FINRA’s Office of General Counsel withdrew their 2019 joint statement regarding broker-dealer custody of crypto asset securities, which was widely perceived as prohibiting broker-dealers from offering custodial services for crypto assets that are not securities. Additionally, on the same day, the SEC released a set of Frequently Asked Questions (“FAQs”) clarifying its views on broker-dealers' crypto asset activities. The FAQs stated that (i) SEC Rule 15c3-3 applies only to crypto asset securities, and (ii) broker-dealers are permitted to facilitate in-kind creations and redemptions in connection with spot crypto exchange-traded products.
To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with the Sponsor. The Authorized Purchaser Agreement provides the procedures for the creation and redemption of Baskets and for the delivery, or the facilitation of the delivery, of the bitcoin or cash required for such creations and redemptions. The Authorized Purchaser Agreement and the related procedures attached thereto may be amended by the Sponsor, without the consent of any Shareholder, and the related procedures may generally be amended by the Sponsor without the consent of the Authorized Purchaser. Authorized Purchasers pay a transaction fee of $300 to the Bitcoin Custodian for each creation order they place and a fee of $300 per order for redemptions, which is a nominal fee. Authorized Purchasers who make deposits with the Fund in exchange for Baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Trust or the Sponsor, and no such person will have any obligation or responsibility to the Trust or the Sponsor to effect any sale or resale of Shares.
Certain Authorized Purchasers are expected to be capable of participating directly in the physical bitcoin and the bitcoin interest markets. Some Authorized Purchasers or their affiliates may from time to time buy or sell bitcoin or bitcoin interests and may profit in these instances.
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Each Authorized Purchaser will be required to be registered as a broker-dealer under the Exchange Act and a member in good standing with FINRA or be exempt from being or otherwise not required to be registered as a broker-dealer or a member of FINRA, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Purchasers may also be regulated under federal and state banking laws and regulations. Each Authorized Purchaser has its own set of rules and procedures, internal controls and information barriers it deems appropriate in light of its own regulatory regime.
The Authorized Purchasers will deliver cash or bitcoin to create Shares and will receive cash or bitcoin when redeeming Shares. For an “in kind” creation transaction, Authorized Purchasers will deliver, or arrange for the delivery by the Authorized Purchaser’s designee of, bitcoin to the Fund’s account with a Bitcoin Custodian in exchange for Shares when they purchase Shares. For an “in kind” redemption transaction, when Authorized Purchasers redeem Shares with the Fund, the Fund, through a Bitcoin Custodian, will deliver bitcoin to such Authorized Purchasers, or a designee thereof, in exchange for their Shares.
For cash creation and redemption transactions, the Fund will engage in bitcoin transactions for converting cash into bitcoin (in association with purchase orders) and bitcoin into cash (in association with redemption orders). The Fund will conduct its transactions by trading directly with third parties, who are not registered broker-dealers, pursuant to written agreements between such “Bitcoin Trading Counterparties” and the Trust. The Sponsor and the Trust expect to conduct these transactions by trading directly with Bitcoin Trading Counterparties. As of the date of this Form 10-K, Nonco LLC has been approved as a Bitcoin Trading Counterparty. Bitcoin Trading Counterparties may be added at any time, subject to the discretion of the Sponsor. In the event the Sponsor engages any additional Bitcoin Trading Counterparties, shareholders will be notified of the addition of such Bitcoin Trading Counterparty through a prospectus supplement and/or a current report on Form 8-K or through the Trust’s annual or quarterly reports, or through the Trust’s website.
The Trust will create Shares by receiving crypto assets from the Authorized Participant. The Trust will redeem Shares by delivering crypto assets to the Authorized Participant.
Under the Authorized Purchaser Agreement, the Sponsor has agreed to indemnify the Authorized Purchasers against certain liabilities, including liabilities under the 1933 Act, and to contribute to the payments the Authorized Purchasers may be required to make in respect of those liabilities.
The following description of the procedures for the creation and redemption of Baskets is only a summary and an investor should refer to the relevant provisions of the Trust Agreement and the form of Authorized Purchaser Agreement.
Creation Procedures
On any business day, an Authorized Purchaser may place an order with Global Fund Services in its capacity as the Transfer Agent to create one or more Baskets. Currently, creation orders are accepted in cash or in-kind. For purposes of processing purchase and redemption orders, a “business day” means any day other than a day when NYSE Arca is closed for regular trading. Purchase orders must be placed by 3:00 p.m. E.T., or the close of regular trading on NYSE Arca, whichever is earlier (the “Order Cutoff Time”). The Order Cutoff Time may be modified by the Sponsor in its sole discretion. The day on which the Global Fund Services receives a valid purchase order is referred to as the purchase order date. The Fund may require any Baskets being created that are greater than 5% of the Fund’s NAV to be pre-funded with cash or other acceptable consideration.
The manner by which creations are made is dictated by the terms of the Authorized Purchaser Agreement. By placing a creation order, an Authorized Purchaser agrees to facilitate the deposit of cash with the Cash Custodian, or bitcoin with the Bitcoin Custodian. If an Authorized Purchaser fails to consummate the foregoing, the order will be cancelled. Prior to the delivery of Baskets for a purchase order, the Authorized Purchaser must also have wired to the Cash Custodian the non-refundable transaction fee due for the purchase order. Authorized Purchasers may not withdraw a purchase order without the prior consent of the Sponsor in its discretion.
For a cash creation, the total deposit of cash required to create each Basket is an amount of cash that is in the same proportion to the total assets of the Fund, net of accrued expenses and other liabilities, on the date the order to purchase is properly received, as the number of Shares to be created under the purchase order is in proportion to the total number of Shares outstanding on the date the order is received. On the trade date for a purchase order (the “Creation Trade Date”), following receipt of the purchase order from the Authorized Purchaser, the Sponsor will choose, in its sole discretion, which Bitcoin Trading Counterparty to buy the bitcoin in exchange for the cash proceeds from such purchase order. For settlement of a creation, the Fund delivers Shares to the Authorized Purchaser in exchange for cash received from the Authorized Purchaser. Meanwhile, the Bitcoin Trading Counterparty delivers the required bitcoin in exchange for cash. In the event the Fund has not been able to successfully execute and complete settlement of a bitcoin transaction by the settlement date of the purchase order, the Authorized Purchaser will be given the option to (1) cancel the purchase order, or (2) accept that the Fund will continue to attempt to complete the execution, which will delay the settlement date of the purchase order. With respect to a purchase order, as between the Fund and the Authorized Purchaser, the Authorized Purchaser is responsible for the dollar cost of the difference between the bitcoin price utilized in calculating NAV on trade date and the price at which the Fund acquires the bitcoin to the extent the price realized in buying the bitcoin is higher than the price utilized in the NAV. To the extent the price realized in buying crypto assets is lower than the price utilized in the NAV, the Authorized Purchaser shall keep the dollar impact of any such difference.
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For an in-kind creation, following an Authorized Purchaser’s purchase order, the Fund’s Bitcoin Custodian account must be credited with the required bitcoin by the end of the business day following the purchase order date, or in the case of cash deposits, the Fund’s Cash Custodian account must be credited with the required cash by the end of the business day following the purchase order date, as applicable. If the Authorized Purchaser or its designee fails to consummate the foregoing, the order shall be cancelled. Upon receipt of the bitcoin deposit amount in the Fund’s Bitcoin Custodian account, or the cash deposit amount in the Fund’s Cash Custodian account, the Bitcoin Custodian or Cash Custodian, respectively, will notify the Transfer Agent, the Authorized Purchaser, and the Sponsor that the bitcoin or cash has been deposited. The Transfer Agent will then direct DTC to credit the number of Shares created to the applicable DTC account.
No Shares will be issued unless and until the applicable Bitcoin Custodian (in the case of in-kind deposits) or Cash Custodian (in the case of cash deposits) has informed the Transfer Agent that the bitcoin or cash (as applicable) has been received. Disruption of services at the Bitcoin Custodian would have the potential to delay settlement of the Bitcoin related to Share creations. To the extent a Bitcoin Trading Counterparty, is not able to deliver bitcoin associated with a cash purchase order as of a specified time on the settlement date, the Authorized Purchasers have the option to cancel the order, or the Sponsor may select an alternative execution method for the bitcoin purchase. To the extent that bitcoin transfers in connection with a creation order are delayed due to congestion or other issues with the Bitcoin Network, such bitcoin will not be held in cold storage until such transfers occur.
Bitcoin held in the Fund’s Bitcoin Custodian accounts is the property of the Fund and is not leased, or loaned under any circumstances.
Determination of Required Deposits
For a creation, the total amount of bitcoin (for in-kind creations), or cash (for cash creations), required to create each Basket (the “Basket Deposit”) is the amount of bitcoin or its cash equivalent that is in the same proportion to the total assets of the Trust, net of accrued expenses and other liabilities, as the number of Shares being created bears to the total number of Shares outstanding on the date the order is properly received.
The Basket Deposit changes from day to day. On each day that the Exchange is open for regular trading, the Administrator adjusts the quantity of bitcoin represented by the Basket Deposit as appropriate to reflect accrued expenses and any loss of bitcoin that may occur. The computation is made by the Administrator as promptly as practicable after 4:00 p.m. E.T. Each night, the Sponsor will publish the amount of bitcoin that is represented by each Basket Deposit.
When a creation occurs, after the Bitcoin Custodian receives the required bitcoin (for in-kind creations) or a Cash Custodian receives the required cash (for cash creations), the Sponsor will notify the Transfer Agent that the bitcoin or cash, as applicable, has been received and the Sponsor and Transfer Agent will then determine whether any outstanding cash or bitcoin due from the Authorized Participant has been settled with the Trust, and the Transfer Agent will direct DTC to credit the number of Shares ordered to the Authorized Participant’s DTC account on the business day following the purchase order date.
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Delivery of Required Deposits
For an in-kind creation, following an Authorized Purchaser’s purchase order, the Fund’s Bitcoin Custodian accounts must be credited with the required bitcoin by the end of the business day following the purchase order date, or in the case of cash deposits, the Trust’s Cash Custodian account must be credited with the required cash by the end of the business day following the purchase order date, as applicable. Under most circumstances, the bitcoin associated with a Basket Deposit will be deposited with the Bitcoin Custodian. Upon receipt of the bitcoin deposit amount in the Fund’s Bitcoin Custodian accounts, or the cash deposit amount in the Fund’s Cash Custodian account, the Bitcoin Custodian or the Cash Custodian, as applicable, will notify the Transfer Agent, the Authorized Purchaser and the Sponsor that the bitcoin or cash has been deposited. Upon confirmation by the Sponsor and Transfer Agent that any outstanding bitcoin or cash due from the Authorized Purchaser has been settled with the Trust, the Transfer Agent will then direct DTC to credit the number of Shares created to the applicable DTC account of the Authorized Participant.
The Authorized Purchaser understands and agrees that in the event the Basket Deposit is not deposited to the Trust by the time specified above and in compliance with the applicable procedures, and any outstanding cash or bitcoin due from the Authorized Purchaser has not been settled with the Fund, the applicable purchase order will be canceled by the Sponsor. In the event the Authorized Purchaser, or its designated agent or client, has not deposited the bitcoin to the Fund by the applicable time on the settlement date of the in-kind creation order, the Authorized Purchaser will be given the option to (1) cancel the in-kind creation order, (2) delay settlement of the order to enable delivery of bitcoin at a later date, or (3) accept that the Fund will execute a bitcoin transaction required for the creation and the Authorized Purchaser will deliver the U.S. dollars required for this purchase. The Authorized Purchaser is responsible for the dollar cost of the difference between the bitcoin price utilized in calculating NAV per Share on trade date and the price at which the Fund acquires the bitcoin to the extent the price realized in buying the bitcoin is higher than the bitcoin price utilized in the NAV. To the extent the price realized in buying the bitcoin is lower than the price utilized in the NAV, the Authorized Purchaser shall get to keep the dollar impact of any such difference.
None of the Sponsor, the Trust, the Marketing Agent, or Global Fund Services shall be liable to the Authorized Purchaser if a Bitcoin Trading Counterparty fails to deliver bitcoin or cash, respectively, representing the Basket Deposit for such Authorized Purchaser’s purchase order to the Fund’s account with the Bitcoin Custodian or Cash Custodian, as applicable, unless such failure is due to an act or omission of the Sponsor or Trust.
Suspension and Rejection of Purchase Orders
The Sponsor holds the discretion to suspend purchase orders or delay their settlement in specific situations. These may include (1) exchange closures or trading restrictions, (2) emergencies (including but not limited to: an interruption in services or availability of the Bitcoin Custodian, Cash Custodian, Administrator, or other service providers to the Trust, acts of God, catastrophe, civil disturbance, government prohibition, war, terrorism, strike or other labor dispute, fire, force majeure, interruption in telecommunications, Internet services, or network provider services, unavailability of Fedwire, SWIFT or banks’ payment processes, significant technical failure, bug, error, disruption or fork of the bitcoin network, hacking, cybersecurity breach, or power, Internet, or Bitcoin Network outage, or similar event), (3) shareholder protection needs, or (4) when it’s not in the best interest of the Fund or its investors. Purchase orders must conform to the criteria outlined in the Authorized Purchaser Agreement and be for whole Baskets. The Sponsor may suspend orders that don’t meet these criteria. The Sponsor will provide notice to the Fund’s shareholders by posting a notification to the Fund’s website. In addition, the Sponsor intends to file a current report on Form 8-K in order to inform shareholders of the suspension of creations.
The Sponsor acting by itself or through the Marketing Agent or Transfer Agent may reject a purchase order or a Basket Deposit if:
| ● | it determines that the purchase order or the Basket Deposit is not in proper form; |
| ● | it believes that acceptance of the purchase order or the Basket Deposit would have adverse tax consequences to the Fund or its shareholders; |
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| ● | the acceptance or receipt of the Basket Deposit would, in the opinion of counsel to the Sponsor, be unlawful; |
| ● | circumstances outside the control of the Sponsor, Marketing Agent or Transfer Agent make it, for all practical purposes, not feasible to process creations of Baskets; or |
| ● | if, in the sole discretion of the Sponsor, the execution of such an order would not be in the best interest of the Fund or its shareholders. |
None of the Sponsor, Marketing Agent or Transfer Agent will be liable for the rejection of any purchase order or Basket Deposit.
Redemption Procedures
The procedures by which an Authorized Purchaser can redeem one or more Baskets mirror the procedures for the creation of Baskets. On any business day, an Authorized Purchaser may place an order with the Transfer Agent to redeem one or more Baskets. Redemption orders must be placed by 3:00 p.m. E.T. or the close of regular trading on NYSE Arca, whichever is earlier. A redemption order so received will be effective on the date it is received in satisfactory form by the Marketing Agent. The redemption procedures allow Authorized Purchasers to redeem Baskets and do not entitle an individual shareholder to redeem any Shares in an amount less than a Basket, or to redeem Baskets other than through an Authorized Purchaser. By placing a redemption order, an Authorized Purchaser agrees to deliver the Baskets to be redeemed through DTC’s book-entry system to the Fund by the end of the next business day following the effective date of the redemption order or by the end of such later business day (the “Redemption Settlement Date”). Prior to the delivery of the redemption distribution for a redemption order, the Authorized Purchaser must also have wired to the Sponsor’s account at the Cash Custodian the non-refundable transaction fee due for the redemption order. An Authorized Purchaser may not withdraw a redemption order without the prior consent of the Sponsor in its discretion.
Determination of Redemption Distribution
The redemption distribution for cash redemptions from the Fund consists of a transfer to the redeeming Authorized Purchaser of an amount of cash that is in the same proportion to the total assets of the Fund (net of estimated accrued but unpaid fees, expenses and other liabilities) on the date the order to redeem is properly received as the number of Shares to be redeemed under the redemption order is in proportion to the total number of Shares outstanding on the date the order is received. The redemption distribution for in-kind redemptions from the Fund consists of a transfer to the Authorized Purchaser or its designated agent or client of an amount of bitcoin equal to the NAV of the Fund multiplied by the number of Shares to be redeemed under the redemption order.
Delivery of Redemption Distribution
In the case of a cash redemption, the Fund, through the Cash Custodian, will deliver cash to the Authorized Purchasers when they redeem Shares with the Fund. This distribution of cash will be delivered to the Authorized Purchaser on the business day following the Redemption Order Date if, by 3:00 p.m. E.T. on such business day (or another time as determined by Sponsor), the Fund’s DTC account has been credited with the Baskets to be redeemed. If the Fund’s DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption distribution will also be delayed. In the case of an in-kind redemption, the Fund will deliver bitcoin to the Authorized Purchasers (or their designated agents or clients) when they redeem Shares with the Fund. This distribution of bitcoin will be delivered to the Authorized Purchaser (or its designated agent or client) on the business day following the Redemption Order Date if, by 3:00 p.m. E.T. on such business day (or another time as determined by Sponsor), the Fund’s DTC account has been credited with the Baskets to be redeemed by such time. If the Fund’s DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption distribution will also be delayed.
Suspension or Rejection of Redemption Orders
The Sponsor may, in its discretion, suspend the right of redemption, or postpone the Redemption Settlement Date, (1) for any period during which NYSE Arca is closed other than customary weekend or holiday closings, or trading on NYSE Arca is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of cash equivalents is not reasonably practicable, (3) for such other period as the Sponsor determines to be necessary for the protection of the shareholders, or (4) if, in the sole discretion of the Sponsor, the execution of such an order would not be in the best interest of the Fund or its shareholders. For example, the Sponsor may determine that it is necessary to suspend redemptions to allow for the orderly liquidation of the Fund’s assets at an appropriate value to fund a redemption. If the Sponsor has difficulty liquidating the Fund’s positions, e.g., because of a market disruption event in the bitcoin markets, it may be appropriate to suspend redemptions until such time as such circumstances are rectified. None of the Sponsor, the Marketing Agent, or the Transfer Agent will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor intends to file a current report on Form 8-K in order to inform investors of the suspension of redemptions.
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Redemption orders must be made in whole Baskets. The Sponsor will reject a redemption order if the order is not in proper form as described in the Authorized Purchaser Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. The Sponsor may also reject a redemption order if the number of Shares being redeemed would reduce the remaining outstanding Shares below 50,000 Shares (i.e., five Baskets of 10,000 Shares each) or less, unless the Sponsor has reason to believe that the placer of the redemption order does in fact possess all the outstanding Shares of the Fund and can deliver them.
Creation and Redemption Transaction Fees
To compensate for expenses in connection with the creation and redemption of Baskets, an Authorized Purchaser is required to pay a transaction fee of $300 per order to the Cash Custodian. The transaction fees may be reduced, increased or otherwise changed by the Sponsor. This $300 fee may not be used by the Fund to cover expenses related to creations and redemptions.
Tax Responsibility
Authorized Purchasers are responsible for any transfer tax, sales or use tax, stamp tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Purchaser, and agree to indemnify the Sponsor and the Fund if they are required by law to pay any such tax, together with any applicable penalties, additions to tax and interest thereon.
Secondary Market Transactions
As noted, the Fund will create and redeem Shares from time to time, but only in one or more Baskets. The creation and redemption of Baskets are only made in exchange for delivery to the Fund or the distribution by the Fund of the amount of cash and cash equivalents, or bitcoin, equal to the total NAV of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.
As discussed above, Authorized Purchasers are the only persons that may place orders to create and redeem Baskets. Authorized Purchasers must be registered broker-dealers or other securities market purchasers, such as banks and other financial institutions that are not required to register as broker-dealers to engage in securities transactions. An Authorized Purchaser is under no obligation to create or redeem Baskets, and an Authorized Purchaser is under no obligation to offer to the public Shares of any Baskets it does create. Authorized Purchasers that do offer to the public Shares from the Baskets they create will do so at per Share offering prices that are expected to reflect, among other factors, the trading price of the Shares on NYSE Arca, the NAV of the Shares at the time the Authorized Purchaser purchased the Baskets, the NAV of the Shares at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the bitcoin interest markets. The prices of Shares offered by Authorized Purchasers are expected to fall between the Fund’s NAV and the trading price of the Shares on NYSE Arca at the time of sale. Shares initially comprising the same Basket but offered by Authorized Purchasers to the public at different times may have different offering prices. An order for one or more Baskets may be placed by an Authorized Purchaser on behalf of multiple clients. Shares are expected to trade in the secondary market on NYSE Arca. Shares may trade in the secondary market at prices that are lower or higher relative to their NAV per Share. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by various factors, including the number of investors who seek to purchase or sell Shares in the secondary market and the liquidity of the bitcoin interest markets. While the Shares trade on NYSE Arca until 4:00 p.m. E.T., liquidity in the markets for bitcoin interests may be reduced after the close of the CME. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.
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Use of Proceeds
The Sponsor applies substantially all of the Fund’s assets toward investing in bitcoin. The Fund conducts creation and redemptions in cash or in-kind with Authorized Purchasers. Proceeds received by the Fund from the issuance of Baskets consist of bitcoin or cash. Deposits of bitcoin are held by the Bitcoin Custodian on behalf of the Fund. Deposits of cash are held by the Cash Custodian. The Sponsor expects that all entities that will hold or trade the Fund’s assets will be based in the United States and will be subject to United States regulations.
The Trust Agreement
The following paragraphs are a summary of certain provisions of the Trust Agreement. The following discussion is qualified in its entirety by reference to the Trust Agreement.
Authority of the Sponsor
The Sponsor is generally authorized to perform all acts deemed necessary to carry out the purposes of the Trust and to conduct the business of the Trust. The Trust and the Fund will continue to exist until terminated in accordance with the Trust Agreement.
The Sponsor’s Obligations
In addition to the duties imposed by the DSTA, under the Trust Agreement the Sponsor has obligations as a Sponsor of the Trust, which include, among others, responsibility for certain organizational and operational requirements of the Trust, as well as fiduciary responsibility for the safekeeping and use of the Trust’s assets, whether or not in the Sponsor’s immediate possession or control.
To the extent that, at law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Fund, the shareholders or to any other person, the Sponsor will not be liable to the Trust, the Fund, the shareholders or to any other person for its good faith reliance on the provisions of the Trust Agreement unless such reliance constitutes gross negligence or willful misconduct on the part of the Sponsor. The provisions of the Trust Agreement, to the extent they restrict or eliminate the duties and liabilities of the Sponsor otherwise existing at law or in equity, replace such other duties and liabilities of the Sponsor.
Liability and Indemnification
Under the Trust Agreement, the Sponsor, the Trustee and their respective affiliates (collectively, the “Covered Persons”) shall have no liability to the Trust, the Fund, or to any shareholder for any loss suffered by the Trust or the Fund which arises out of any action or inaction of such Covered Person if such Covered Person, in good faith, determined that such course of conduct was in the best interest of the Trust or the Fund and such course of conduct did not constitute gross negligence or willful misconduct of such Covered Person. Subject to the foregoing, neither the Sponsor nor any other Covered Person shall be personally liable for the return or repayment of all or any portion of the capital or profits of any shareholder or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to the Trust Agreement shall be made solely from the assets of the Fund without any rights of contribution from the Sponsor or any other Covered Person. A Covered Person shall not be liable for the conduct or willful misconduct of any administrator or other delegate selected by the Sponsor with reasonable care, provided, however, that the Trustee and its affiliates shall not, under any circumstances be liable for the conduct or willful misconduct of any administrator or other delegate or any other person selected by the Sponsor to provide services to the Trust.
The Trust Agreement also provides that the Sponsor shall be indemnified by the Trust (or by a series separately to the extent the matter in question relates to a single series or disproportionately affects a specific series in relation to other series) against any losses, judgments, liabilities, expenses (excluding any taxes on the compensation received for services as Sponsor or on indemnity payments received), and amounts paid in settlement of any claims sustained by it in connection with its activities for the Trust, provided that (i) the Sponsor was acting on behalf of or performing services for the Trust and has determined, in good faith, that such course of conduct was in the best interests of the Trust and such liability or loss was not the result of gross negligence, willful misconduct, or a breach of the Trust Agreement on the part of the Sponsor and (ii) any such indemnification will only be recoverable from the assets of the applicable series. The Sponsor’s rights to indemnification permitted under the Trust Agreement shall not be affected by the dissolution or other cessation to exist of the Sponsor, or the withdrawal, adjudication of bankruptcy or insolvency of the Sponsor, or the filing of a voluntary or involuntary petition in bankruptcy under Title 11 of the Bankruptcy Code by or against the Sponsor.
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Notwithstanding the above, the Sponsor shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of U.S. federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made.
The payment of any indemnification shall be allocated, as appropriate, among the Trust’s series. The Trust and its series shall not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is prohibited under the Trust Agreement.
Expenses incurred in defending a threatened or pending action, suit or proceeding against the Sponsor shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding, if (i) the legal action relates to the performance of duties or services by the Sponsor on behalf of the Trust; (ii) the legal action is initiated by a party other than the Trust; and (iii) the Sponsor undertakes to repay the advanced funds with interest to the Trust in cases in which it is not entitled to indemnification.
The Trust Agreement provides that the Sponsor and the Trust shall indemnify the Trustee and its successors, assigns, legal representatives, officers, directors, shareholders, employees, agents and servants (the “Trustee Indemnified Parties”) against any liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes on the compensation received for services as Trustee or on indemnity payments received), claims, actions, suits, costs, expenses or disbursements which may be imposed on a Trustee Indemnified Party relating to or arising out of the formation, operation or termination of the Trust, the execution, delivery and performance of any other agreements to which the Trust is a party, or the action or inaction of the Trustee under the Trust Agreement or any other agreement, except for expenses resulting from the gross negligence or willful misconduct of a Trustee Indemnified Party. Further, certain officers of the Sponsor are insured against liability for certain errors or omissions which an officer may incur or that may arise out of his or her capacity as such.
In the event the Trust is made a party to any claim, dispute, demand or litigation or otherwise incurs any liability or expense as a result of or in connection with any shareholder’s (or assignee’s) obligations or liabilities unrelated to the Trust business, such shareholder (or assignees cumulatively) is required under the Trust Agreement to indemnify the Trust for all such liability and expense incurred, including attorneys’ and accountants’ fees.
Withdrawal of the Sponsor
The Sponsor may withdraw voluntarily as the sponsor of the Trust only upon thirty (30) days’ prior written notice to the holders of the Trust’s outstanding Shares and the Trustee. The Sponsor may appoint a successor sponsor to carry on the business of the Trust. In addition, if the withdrawing Sponsor is the last remaining sponsor, shareholders holding a majority (over 50%) of the outstanding Shares of the Fund, voting together as a single class (not including Shares acquired by the Sponsor through its initial capital contribution) may vote to elect a successor sponsor. The successor sponsor will continue the business of the Trust. Shareholders have no right to remove the Sponsor.
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In the event of withdrawal, the Sponsor is entitled to a redemption of the Shares it acquired through its initial capital contribution to any of the series of the Trust at their NAV per Share. If the Sponsor withdraws and a successor sponsor is named, the withdrawing Sponsor shall pay all expenses as a result of its withdrawal.
Meetings
Meetings of the Trust’s shareholders may be called by the Sponsor and will be called by it upon the written request of shareholders holding at least 25% of the outstanding Shares of the Trust or the Fund, as applicable (not including Shares acquired by the Sponsor through its initial capital contribution). The Sponsor shall deposit in the United States mail or electronically transmit written notice to all shareholders of the Fund of the meeting and the purpose of the meeting, which shall be held on a date not less than 30 nor more than 60 days after the date of mailing of such notice, at a reasonable time and place. Where the meeting is called upon the written request of the shareholders of the Fund, or any other Fund, as applicable, such written notice shall be mailed or transmitted not more than 45 days after such written request for a meeting was received by the Sponsor.
Voting Rights
Shareholders have no voting rights with respect to the Trust or the Fund except as expressly provided in the Trust Agreement. The Trust Agreement provides that shareholders representing at least a majority (over 50%) of the outstanding Shares of the Fund together as a single class (excluding Shares acquired by the Sponsor in connection with its initial capital contribution to any Trust series) may vote to (i) continue the Trust by electing a successor Sponsor as described above, and (ii) approve amendments to the Trust Agreement that impair the right to surrender Baskets for redemption. (Trustee consent to any amendment to the Trust Agreement is required if the Trustee reasonably believes that such amendment adversely affects any of its rights, duties or liabilities.) In addition, shareholders holding Shares representing seventy-five percent (75%) of the outstanding Shares of the Fund, voting together as a single class (excluding Shares acquired by the Sponsor in connection with its initial capital contribution to any Trust series) may vote to dissolve the Trust upon not less than ninety (90) days’ notice to the Sponsor.
Limited Liability of Shareholders
Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware, and no shareholder shall be liable for claims against, or debts of the Trust or the Fund in excess of his Share of the Fund’s assets. The Trust or the Fund shall not make a claim against a shareholder with respect to amounts distributed to such shareholder or amounts received by such shareholder upon redemption unless, under Delaware law, such shareholder is liable to repay such amount.
The Trust or the Fund shall indemnify to the full extent permitted by law and the Trust Agreement each Shareholder (excluding the Sponsor to the extent of its ownership of any Shares acquired through its initial capital contribution) against any claims of liability asserted against such shareholder solely because of its ownership of Shares (other than for taxes on income from Shares for which such shareholder is liable).
The Trust Agreement provides that every written note, bond, contract, instrument, certificate or undertaking made or issued by or on behalf of the Fund shall give notice to the effect that the obligations of such instrument are not binding upon the shareholders individually but are binding only upon the assets and property of the Fund.
The Sponsor Has Conflicts of Interest
There are present and potential future conflicts of interest in the Trust’s structure and operation you should consider before you purchase Shares. Prospective investors should be aware that the Sponsor and the Trustee intend to assert that shareholders have, by purchasing Shares, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to the shareholders. The Sponsor may use this notice of conflicts as a defense against any claim or other proceeding made.
The Sponsor’s principals, managers, officers and employees, do not devote their time exclusively to the Fund. Notwithstanding obligations and expectations related to the management of the Sponsor, the Sponsor’s principals, officers and employees may be directors, officers or employees of other entities, and may manage assets of other entities, including the other funds of the Trust, through the Sponsor or otherwise. As a result, the principals could have a conflict between responsibilities to the Fund on the one hand and to those other entities on the other.
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The Sponsor and its principals, officers, and employees may trade securities, futures and related contracts for their own accounts, creating the potential for preferential treatment of their own accounts. Shareholders will not be permitted to inspect the trading records of such persons, or any written policies of the Sponsor related to such trading. A conflict of interest may exist if their trades are in the same markets and at approximately the same times as the trades for the Fund. A potential conflict also may occur when the Sponsor’s principals, managers, officers, or employees trade their accounts more aggressively or take positions in their accounts that are opposite, or ahead of, the positions taken by the Fund.
The Sponsor has sole current authority to manage the investments and operations of the Fund, and this may allow it to act in a way that furthers its own interests which may create a conflict with Fund shareholders’ best interests, including the authority of the Sponsor to allocate expenses to and between the funds of the Trust. Shareholders have very limited voting rights with respect to the Fund, which will limit the ability to influence matters such as amendment of the Trust Agreement, change in the Fund’s basic investment policies, or dissolution of the Fund or the Trust.
The Sponsor serves as the Sponsor to the Fund and serves as the sponsor, investment manager or investment adviser to investment vehicles other than the Fund. The Sponsor may have a conflict to the extent that its trading decisions for the Fund may be influenced by the effect they would have on the other investment companies or pools it manages. In addition, the Sponsor may be required to indemnify the officers and directors of the other investment vehicles, if the need for indemnification arises. This potential indemnification will cause the Sponsor’s assets to decrease. If the Sponsor’s other sources of income are not sufficient to compensate for the indemnification, it could cease operations, which could in turn result in Fund losses and/or termination of the Fund.
If the Sponsor acquires knowledge of a potential transaction or arrangement that may be an opportunity for the Fund, it shall have no duty to offer such opportunity to the Fund. The Sponsor will not be liable to the Fund or the shareholders for breach of any fiduciary or other duty if the Sponsor pursues such opportunity or directs it to another person or does not communicate such opportunity to the Fund and is not required to share income or profits derived from such business ventures with the Fund.
The Sponsor and its employees and affiliates may participate in transactions related to bitcoin, either for their own account (subject to certain internal employee trading operating practices) or for the account of others, such as clients, and such transactions may occur prior to, during, or after the commencement of this offering. Such transactions may not serve to benefit the shareholders of the Fund and may have a positive or negative effect on the value of the bitcoin held by the Fund and, consequently, on the market value of bitcoin. Because these parties may trade bitcoin for their own accounts at the same time as the Fund, prospective shareholders should be aware that such persons may take positions in bitcoin which are opposite, or ahead of, the positions taken for the Fund. There can be no assurance that any of the foregoing will not have an adverse effect on the performance of the Trust.
The Sponsor has adopted and implemented policies and procedures that are reasonably designed to ensure compliance with applicable law, including a Code of Ethics providing guidance on conflicts of interest (collectively, the “Policies”). As of December 31, 2025, the Sponsor’s Policies are in place and require that the Sponsor eliminate, mitigate, or otherwise disclose conflicts of interest. Additionally, the Sponsor has adopted policies and procedures requiring that certain applicable personnel pre-clear personal trading activity in which bitcoin is the referenced asset. The Sponsor has also implemented an Information Barrier Policy restricting certain applicable personnel from obtaining sensitive information. The Sponsor believes that these structured controls are reasonably designed to mitigate the risk of conflicts of interest and other impermissible activity.
The Sponsor might have a potential future conflict of interest if the Sponsor, a new sponsor, or sub-adviser were to register as a broker-dealer or become affiliated with a broker-dealer. In such case, the Sponsor, new sponsor, or sub-adviser, as the case may be, would develop and implement appropriate procedures designed to prevent the use and dissemination of material non-public information regarding the Fund’s holdings.
23
Resolution of Conflicts Procedures
Whenever a conflict of interest exists between the Sponsor or any of its affiliates, on the one hand, and the Trust, any shareholder of a Trust series, or any other person, on the other hand, the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of the Trust Agreement or any other agreement contemplated therein or of any duty or obligation of the Sponsor at law or in equity or otherwise.
Human Capital
The Trust does not have any employees.
Competition
The Trust and the Sponsor face competition with respect to the creation of competing commodity pools and related bitcoin products. There can be no assurance that the Trust will achieve initial market acceptance and scale due to competition.
Available Information
Books and Records
The Trust keeps its books of record and account at the office of the Sponsor or at the offices of the Administrator, or such office, including of an administrative agent, as it may subsequently designate upon notice. The books and records are open to inspection by any person who establishes to the Trust’s satisfaction that such person is a shareholder upon reasonable advance notice at all reasonable times during usual business hours of the Trust. The Trust keeps a copy of the Trust Agreement on file in the Sponsor’s office which will be available for inspection by any shareholder at all times during its usual business hours upon reasonable advance notice.
| Item 1A. | Risk Factors |
Not required for smaller reporting companies.
| Item 1B. | Unresolved Staff Comments |
There are no unresolved staff comments.
| Item 1C. | Cybersecurity |
Risk Management and Strategy
The Trust does not have any employees or a dedicated information technology infrastructure. The Trust's cybersecurity risk management relies on the programs and practices maintained by the Sponsor and the Trust's key third-party service providers.
The Sponsor is part of the Hashdex group of companies, which includes Hashdex Gestora de Recursos Ltda. ("Hashdex Gestora"), a Brazilian-regulated asset management firm that has adopted a formal Information Security and Cybersecurity Policy. While this policy is formally adopted at the Hashdex Gestora level, the Sponsor applies cybersecurity procedures and controls consistent with the principles and standards set forth in that policy across its operations, including those relating to the Trust.
24
The Sponsor has implemented preventive and detective controls, including monitoring of workstations and network components, periodic vulnerability and penetration testing, multi-factor authentication requirements, encryption protocols, employee cybersecurity training conducted at least annually, and an incident response framework aligned with its Business Continuity Plan.
The Sponsor also maintains processes to oversee and identify material cybersecurity risks associated with the Trust's use of third-party service providers. Prior to engaging third parties that will have access to confidential information or systems, the Sponsor conducts a cybersecurity due diligence evaluation assessing, among other things, whether the third party maintains formal information security policies, an incident response plan, adequate data protection mechanisms, and all necessary certifications. These evaluations are periodically reassessed and the Sponsor includes information security requirements in its service agreements.
As of December 31, 2025, no cybersecurity threats or incidents, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Trust, including its business strategy, results of operations, or financial condition.
Governance
The
Trust is organized as a Delaware statutory trust and does not have a board of directors.
| Item 2. | Properties |
None.
| Item 3. | Legal Proceedings |
Neither the Trust, the Fund or 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 4. | Mine Safety Disclosures |
Not applicable.
Part II.
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities |
The principal trading market for the Trust’s Shares is the NYSE Arca. The Shares trade under the symbol “DEFI.”
As of December 31, 2025, there were 120,000 Shares outstanding held by 3,203 DTC participating shareholders of record of the Trust. Because most of the Trust’s Shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
25
Issuer Purchases of Equity Securities
The Sponsor, the Trust and the Fund do not purchase Shares directly from shareholders. In connection with the redemption of Baskets, the Trust redeemed 40,000 Shares (four (4) Baskets) during the year ended December 31, 2025, and zero Shares (zero Baskets) during the three months ended December 31, 2025, as set forth in the table below.
| Total Number of Shares | Average Price Per | ||||||||
| Period | Redeemed | Share | |||||||
| 10/1/25 to 10/31/25 | 0 | $ | 0 | ||||||
| 11/1/25 to 11/30/25 | 0 | $ | 0 | ||||||
| 12/1/25 to 12/31/25 | 0 | $ | 0 | ||||||
| Total | 0 | ||||||||
Dividends
Neither the Trust nor the Fund has made, and there are no plans to make any cash distributions to shareholders.
| Item 6. | [Reserved.] |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Cautionary Statement Regarding Forward-Looking Information
This “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this filing that address activities, events or developments that will or may occur in the future, including such matters as movements in the commodities markets and indexes that track such movements, operations of the Fund, the Sponsor plans and references to the future success of the Fund and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially.
These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Annual Report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward looking statements made in this filing are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the operations of the Fund or the value of the Shares of the Fund.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. Except as may be required by law, we do not undertake any obligation to update the forward-looking statements contained in this Annual Report to reflect any new information or future events or circumstances or otherwise.
Trust Overview
Hashdex Commodities Trust (f/k/a Tidal Commodities Trust I, prior to January 16, 2026) (the “Trust”), a Delaware statutory trust organized on February 10, 2023, is a series trust currently consisting of one series: Hashdex Bitcoin ETF (f/k/a Hashdex Bitcoin Futures ETF) (“DEFI” or the “Fund”). The Fund issues shares of beneficial interest, called “Shares,” representing fractional undivided beneficial interests in the Fund. The Fund’s investment objective is for changes in the Shares’ net asset value (the “NAV”) to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price – Settlement (“NQBTCS” or the “Benchmark”), less expenses from the Fund’s operations. The Benchmark is designed to track the price performance of bitcoin. The Fund’s assets consist of bitcoin and, potentially, limited amounts of cash. Because the Fund’s investment objective is to track the price of the Benchmark, changes in the price of the Shares may vary from changes in the spot price of bitcoin.
26
The Trust and the Fund operate pursuant to the Trust’s Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated January 15, 2026. On January 16, 2026, the post-effective amendment to the Trust’s Form S-1 for DEFI was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). BitGo Trust Company, Inc (the “Bitcoin Custodian”) is the custodian for the Fund’s bitcoin holdings; and U.S. Bank, N.A. is the custodian for the Fund’s cash holdings (the “Cash Custodian” and together with the Bitcoin Custodian, the “Custodians”). The principal address and telephone number of the Fund is 1100 North Market Street, Suite 1300, Wilmington, DE 19801 and (302) 651-1000.
The Fund is the successor and surviving entity from the merger (the “Merger”) of the Hashdex Bitcoin Futures ETF (the “Predecessor Fund”) into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust (the “Predecessor Trust”) sponsored by Teucrium Trading, LLC (the “Teucrium”). The Merger closed on January 3, 2024. In connection with the Merger, the Predecessor Fund shareholders received one Share for each share of the Predecessor Fund they owned prior to the Merger.
The sponsor of the Fund is Hashdex Asset Management Ltd. (the “Sponsor” or “Hashdex”), which receives a management fee (the “Management Fee”). As of December 31, 2025, the Sponsor serves as sponsor, investment manager, or investment adviser to over 9 pooled investment vehicles across multiple jurisdictions, including investment strategies relating to crypto asset markets. Prior to January 16, 2026, the Fund’s sponsor was Tidal Investments LLC (f/k/a Toroso Investments, LLC) (“Tidal”). The Sponsor’s responsibilities are discussed below in the section entitled “The Sponsor’s Operations.”
While investors will purchase and sell Shares through their broker-dealer, the Fund continuously offers and redeems baskets consisting of 10,000 Shares (“Baskets”) at their NAV to certain financial institutions that have entered into an agreement with the Sponsor (the “Authorized Purchasers”).
Recent Trends and Developments Impacting the Fund and Trust
Conversion to Spot Bitcoin ETF
On March 26, 2024, the Trust announced that the Fund would be permitted to have spot bitcoin holdings, and that it would track the Benchmark effective March 27, 2024. The Predecessor Fund’s name was the Hashdex Bitcoin Futures ETF, and the Fund’s name is the Hashdex Bitcoin ETF. Under normal market conditions, the Fund’s had a policy to maximize its holdings of physical bitcoin such that it was expected that at least 95% of the Fund’s assets would be invested in spot bitcoin, and up to 5% of the Fund’s remaining assets would be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents. Upon the commencement of Hashdex’s service as the Trust’s sponsor, the Fund achieves its investment objective by primarily investing in bitcoin and does not purchase or sell bitcoin future contracts.
Sponsor Transition
Effective after the close of trading on January 15, 2026, Tidal withdrew as the sponsor of the Trust and simultaneously appointed Hashdex as the sponsor of the Trust (the “Sponsor Replacement”). In connection with the Sponsor Replacement, certain changes were made to the Fund’s principal investment strategies and techniques. Prior to the Sponsor Replacement, the Fund sought to achieve its investment objective by primarily investing in bitcoin. The Fund used bitcoin futures contracts for the primary purpose of acquiring physical bitcoin through Chicago Mercantile Exchange Inc.’s (“CME”) Exchange for Physical Transactions (“EFP”) and to offset cash and receivables for better tracking the Benchmark. The Fund had a policy to maximize its investments in physical bitcoin such that it was expected that, under normal market conditions, at least 95% of the Fund’s assets would be invested in bitcoin, and up to 5% may be invested in bitcoin futures contracts and in cash and cash equivalents, such as short-term Treasury bills, money market funds, and demand deposit accounts.
27
Upon the commencement of Hashdex’s service as the Trust’s sponsor, the Fund attempts to achieve its investment objective by primarily investing in bitcoin. The Fund’s assets consist of bitcoin and cash. The Fund may hold cash in connection with cash purchases and redemptions of Shares and it also will occasionally hold cash for short periods to pay the Sponsor’s Management Fee and any other Fund expenses and liabilities not assumed by the Sponsor. The Fund will not hold any assets other than bitcoin and cash.
Results of Operations
The discussion below addresses the material changes in the results of operations for the year ended December 31, 2025 compared to the same period in 2024.
The Fund is the successor and surviving entity from the Merger of the Predecessor Fund into the Fund. The Predecessor Fund was a series of the Predecessor Trust sponsored by Teucrium. The Predecessor Fund commenced operations on September 15, 2022. The investment objective of both the Predecessor Fund and the Fund (for the period from January 3, 2024 to March 26, 2024) was for changes in the fund’s shares’ NAV to reflect the daily changes of the price of the Hashdex U.S. Bitcoin Futures Fund Benchmark (the “Prior Benchmark”), less expenses from such fund’s operations. The Prior Benchmark reflected the average of the closing settlement prices for the first to expire and second to expire bitcoin futures contracts listed on the CME.
Effective as of March 27, 2024, the Fund’s investment objective and strategy were revised to reflect that the Fund could have spot bitcoin holdings. That is, the Fund’s investment objective is for changes in the Shares’ NAV to reflect the daily changes of the price of the NQBTCS, less expenses from the Fund’s operations. Under normal market conditions, the Fund’s policy was to maximize its holdings of physical bitcoin such that it was expected that at least 95% of the Fund’s assets would be invested in spot bitcoin, and up to 5% of the Fund’s remaining assets would be invested in CME-traded bitcoin futures contracts and in cash and cash equivalents.
Effective as of January 16, 2026, in connection with the change of the Trust’s Sponsor, certain changes were made to the Fund’s principal investment strategies and techniques. Prior to the Sponsor Replacement, the Fund used bitcoin futures contracts for the primary purpose of acquiring and disposing of physical bitcoin through CME’s EFP Transactions and to offset cash and receivables for better tracking the Benchmark.
Upon the commencement of Hashdex’s service as the Trust’s sponsor, the Fund no longer acquires or disposes of bitcoin through the use of EFP Transaction. The Fund’s assets consist of bitcoin and cash. The Fund may hold cash in connection with cash purchases and redemptions of Shares and it also will occasionally hold cash for short periods to pay the Sponsor’s Management Fee and any other Fund expenses and liabilities not assumed by the Sponsor. The Fund will not hold any assets other than bitcoin and cash.
Performance data from September 15, 2022, to January 3, 2024, reflects the performance of the Predecessor Fund. Performance from January 4, 2024, to March 26, 2024, reflects the Fund’s performance under its previous investment strategy, which involved investing in futures contracts. Performance data from March 27, 2024, onward reflect the Fund’s investment strategy which involves investing in spot bitcoin.
On December 31, 2025, the Fund held 134.8713007 bitcoin with an asset fair value of $11,812,267.
| December 31, 2025 | December 31, 2024 | |||||||
| Total Net Assets | $ | 11,897,778.28 | $ | 14,839,384.55 | ||||
| Shares Outstanding | 120,000 | 140,000 | ||||||
| Net Asset Value per Share | $ | 99.1482 | $ | 105.9956 | ||||
| Closing Price | $ | 98.9213 | $ | 106.2137 | ||||
Total net assets for the Fund decreased year over year by 19.8%, driven by a combination of a decrease in Shares outstanding of 20,000 Shares or 14.3% and a decrease in the NAV per Share of $6.85 or 6.5%. The change in total net assets year over year was generally due to (i) net redemptions from the Fund, evidenced by the 14.3% decrease in Shares outstanding from 140,000 to 120,000 Shares; and (ii) the decline in the price of bitcoin from approximately $93,436.08 per bitcoin as of December 31, 2024, to approximately $87,581.77 per bitcoin as of December 31, 2025, representing an approximate 6.4% decrease during the period January 1, 2025 to December 31, 2025.
28
| Year
ended December 31, 2025 |
Year
ended December 31, 2024 |
|||||||
| Average daily total net assets | $ | 14,513,763.92 | $ | 13,112,043.00 | ||||
| Net realized and unrealized loss on futures contracts | $ | (4,173.16) | $ | 7,526,022.00 | ||||
| Interest income earned on cash equivalents | $ | 1,546.41 | $ | 120,525.00 | ||||
| Net income (loss) | $ | (474,450.00) | $ | 10,581,435.00 | ||||
| Weighted average share outstanding | 126,904.11 | 179,809.00 | ||||||
| Management Fees | $ | 47,520.96 | $ | 119,739.00 | ||||
| Total gross fees and other expenses excluding management fees | $ | 48.00 | $ | 15,842.00 | ||||
| Brokerage Commissions | $ | 247.30 | $ | 6,407.00 | ||||
| Expenses waived by the Sponsor | $ | 0.00 | $ | 0.00 | ||||
| Total gross expense ratio | 0.33 | % | 1.03 | % | ||||
| Total expense ratio net of expenses waived by the Sponsor | 0.33 | % | 1.03 | % | ||||
| Net investment income | 0.32 | % | 0.37 | % | ||||
| Creation of Shares | 20,000 | 340,000.00 | ||||||
| Redemption of Shares | (40,000) | (250,000) | ||||||
The graph below shows the actual Shares outstanding, total net assets (or assets under management) and NAV per Share for the Fund from inception to December 31, 2025 and serves to illustrate the relative changes of these components.
29
Benchmark Performance
The following graphs illustrate changes in each Fund’s NAV, as reflected by the graphs “Comparison of NAV to Benchmark” for the years ended December 31, 2025 and 2024.
30
Comparison of NAV to Benchmark
for the Year Ended December 31, 2025
NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The graph above compares the return of the Fund with the Benchmark returns for the year ended December 31, 2025. The difference in the NAV price and the Benchmark value often results in the appearance of a NAV premium or discount to the Benchmark. Differences in the Benchmark and the Fund’s NAV per Share are due to such factors as the following, among others:
| ● | The Benchmark assumes no Management Fees, while the Fund paid 0.25% of average net assets (0.90% prior to February 10, 2025) on an annualized basis to Tidal as a Management Fee. |
31
Comparison of NAV to Benchmark
for the Year Ended December 31, 2024
NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE.
The graph above compares the return of the Fund with the Benchmark returns for the year ended December 31, 2024. The difference in the NAV price and the Benchmark value often results in the appearance of a NAV premium or discount to the Benchmark. Differences in the Benchmark and the Fund’s NAV per Share are due to such factors as the following, among others:
| ● | The Benchmark assumes no Management Fees, while the Fund paid 0.90% of average net assets on an annualized basis to Tidal as a Management Fee. |
Frequency Distribution of Premiums and Discounts
The frequency distribution chart below presents information about the difference between the daily market price for Shares of each Fund and the Fund’s reported NAV per Share. The amount that a Fund’s market price is above the reported NAV is called the premium. The amount that a Fund’s market price is below the reported NAV is called the discount. The market price is determined using the midpoint between the highest bid and the lowest offer on the listing exchange, as of the time that a Fund’s NAV is calculated (usually 4:00 p.m. E.T.). The chart shows the number of trading days in which the Fund traded within the premium/discount range indicated. Frequency distribution charts are also available on the Fund’s website on a quarterly basis.
*A unit that is equal to 1/100th of 1% and is used to denote the change in a financial instrument.
32
NEITHER THE PAST PERFORMANCE OF THE FUND NOR THE PRIOR BENCHMARK LEVELS AND CHANGES, POSITIVE OR NEGATIVE, SHOULD BE TAKEN AS AN INDICATION OF THE FUND’S FUTURE PERFORMANCE
| DEFI | Q1 | Q2 | Q3 | Q4 | Total 2025 |
| Days at premium | 23 | 29 | 43 | 37 | 132 |
| Days at NAV | 0 | 0 | 0 | 0 | 0 |
| Days at discount | 38 | 33 | 21 | 27 | 119 |
The performance data above for the Fund represents past performance. Past performance is not a guarantee of future results. Investment return and value of the Fund’s Shares will fluctuate so that an investor’s Shares, when sold, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted.
Off Balance Sheet Financing
The Trust and the Fund had no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, 2025. Neither the Trust nor the Fund participates in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. Neither the Trust nor the Fund have entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Liquidity and Capital Resources
The Fund is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor has agreed to assume most of the expenses incurred by the Fund. As a result, the only ordinary expense of the Fund during the period covered by this Annual Report on Form 10-K (the “Annual Report”) was the Sponsor’s Management Fee. The Trust’s only source of liquidity is its sales of bitcoin.
Only an Authorized Purchaser may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that act as Authorized Purchasers. To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other Authorized Purchaser is able to step forward to create or redeem creation units, Fund Shares may trade at a discount to NAV and possibly face trading halts and/or delisting. In addition, a decision by a market maker, lead market maker, or other large investor to cease activities for the Fund or a decision by a secondary market purchaser to sell a significant number of the Fund’s Shares could adversely affect liquidity, the spread between the bid and ask quotes, and potentially the price of the Shares. The Sponsor can make no guarantees that participation by Authorized Purchasers or market makers will continue.
A market disruption, such as a government taking regulatory or other actions that disrupt the market in bitcoin, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, the Fund does not intend at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only on the cash and cash equivalents that it holds to meet its liquidity needs.
Significant Accounting Policies
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. In addition, please refer to Note 2 to the Financial Statements included in this Report for further discussion of the Trust’s accounting policies.
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risks |
Not applicable.
33
| Item 8. | Financial Statements and Supplementary Data |
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Report of Independent Registered Public Accounting Firm | 35 |
| Tidal Commodities Trust I Combined Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets and Statements of Cash Flows | 37 |
| Hashdex Bitcoin ETF Statements of Assets and Liabilities, Statements of Operations, Statements of Changes in Net Assets and Statements of Cash Flows | 42 |
| Notes to Financial Statements | 47 |
34
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders
of Hashdex Commodities Trust
Opinion on the Financial Statements
We have audited the accompanying combined statements of assets and liabilities of Hashdex Commodities Trust (f/k/a Tidal Commodities Trust I) (the “Trust”), including the combined schedule of investments as of December 31, 2025 and December 31, 2024, the related combined statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2025 and the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the combined financial position of the Trust as of December 31, 2025 and December 31, 2024, and the results of its combined operations, combined changes in net assets, and combined cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited the accompanying statement of assets and liabilities of Hashdex Bitcoin ETF (formerly Hashdex Bitcoin Futures ETF), (the “Fund”), a series of Hashdex Commodities Trust, including the schedule of investments as of December 31, 2025 and December 31, 2024, and the related statements of operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2025 and December 31, 2024, and the results of its operations, changes in net assets, and cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These combined financial statements and financial statements are the responsibility of management of the Trust’s Sponsor. Our responsibility is to express an opinion on the Trust’s combined financial statements and the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust and Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditors of the Trust and the Fund since 2023.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements and financial statements are free of material misstatement, whether due to error or fraud. The Trust and the Fund are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s and Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
35
Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements and financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements and financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements and financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
 | |
| TAIT, WELLER & BAKER LLP |
March 30, 2026
36
| TIDAL COMMODITIES TRUST I |
| COMBINED STATEMENTS OF ASSETS AND LIABILITIES |
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Investments (1) | $ | $ | ||||||
| Cash and cash equivalents (2) | ||||||||
| Interest receivable | ||||||||
| Equity in trading accounts: | ||||||||
| Due from broker | ||||||||
| Total equity in trading accounts | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Management fee payable to Sponsor | ||||||||
| Total liabilities | $ | $ | ||||||
| Net assets | $ | $ | ||||||
| Shares issued and outstanding | ||||||||
| ( | ||||||||
| Net asset value per share | $ | $ | ||||||
| Market value per share | $ | $ | ||||||
| (1) Cost basis | $ | $ | ||||||
| (2) Cost basis | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
37
| TIDAL COMMODITIES TRUST I |
| COMBINED SCHEDULE OF INVESTMENTS |
| December 31, 2025 |
| Description: Assets | Yield | Fair Value | Percentage of Net Assets | Shares | ||||||||||||
| Cryptocurrency | ||||||||||||||||
| Bitcoin | $ | % | ||||||||||||||
| Total Cryptocurrency (cost $ | $ | % | ||||||||||||||
| Cash equivalents | ||||||||||||||||
| Money market funds | ||||||||||||||||
| First American Government Obligations Fund - Class X | % | $ | % | |||||||||||||
| Total Cash Equivalents (cost $ | $ | % | ||||||||||||||
TIDAL
COMMODITIES TRUST I
COMBINED SCHEDULE OF INVESTMENTS
December 31, 2024
| Description: Assets | Yield | Fair Value | Percentage of Net Assets | Shares | ||||||||||||
| Cryptocurrency | ||||||||||||||||
| Bitcoin | $ | % | ||||||||||||||
| Total Cryptocurrency (cost $ | $ | % | ||||||||||||||
| Cash equivalents | ||||||||||||||||
| Money market funds | ||||||||||||||||
| First American Government Obligations Fund - Class X | % | $ | % | |||||||||||||
| Total Cash Equivalents (cost $ | $ | % | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
38
| TIDAL COMMODITIES TRUST I |
| COMBINED STATEMENTS OF OPERATIONS |
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Investment Income | ||||||||
| Broker interest income | ||||||||
| Interest income | ||||||||
| Total investment income | ||||||||
| Expenses | ||||||||
| Management fees | ||||||||
| Broker expenses | ||||||||
| Total expenses | ||||||||
| Net Investment Income (loss) | $ | ( | ) | $ | ||||
| Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts: | ||||||||
| Realized gain (loss) on cryptocurrency futures contracts | $ | ( | ) | $ | ||||
| Realized gain (loss) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts | ( | ) | ||||||
| Net realized and unrealized gain (loss) | ( | ) | ||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these financial statements.
39
| TIDAL COMMODITIES TRUST I |
| COMBINED STATEMENTS OF CHANGES IN NET ASSETS |
| Year Ended | Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Operations | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Capital transactions | ||||||||
| Issuance of Shares | ||||||||
| Redemption of Shares | ( | ) | ( | ) | ||||
| Total capital transactions | ( | ) | ||||||
| Net change in net assets | ( | ) | ||||||
| Net assets, beginning of period | $ | $ | ||||||
| Net assets, end of period | $ | $ | ||||||
| Net asset value per share at beginning of period | $ | $ | ||||||
| Net asset value per share at end of period | $ | $ | ||||||
| Creation of Shares | ||||||||
| Redemption of Shares | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of these financial statements.
40
| TIDAL COMMODITIES TRUST I |
| COMBINED STATEMENTS OF CASH FLOWS |
| Year Ended | Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts | ||||||||
| Net realized (gain) loss on sale of investments | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Purchases of investments | ( | ) | ( | ) | ||||
| Proceeds from sale of investments | ||||||||
| Due from broker | ||||||||
| Interest receivable | ( | ) | ||||||
| Management fee payable to Sponsor | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| 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 | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
41
| HASHDEX BITCOIN ETF |
| STATEMENTS OF ASSETS AND LIABILITIES |
| December 31, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Investments (1) | $ | $ | ||||||
| Cash and cash equivalents (2) | ||||||||
| Interest receivable | ||||||||
| Equity in trading accounts: | ||||||||
| Due from broker | ||||||||
| Total equity in trading accounts | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities | ||||||||
| Management fee payable to Sponsor | ||||||||
| Total liabilities | $ | $ | ||||||
| Net assets | $ | $ | ||||||
| Shares issued and outstanding | ||||||||
| ( | ||||||||
| Net asset value per share | $ | $ | ||||||
| Market value per share | $ | $ | ||||||
| (3) Cost basis | $ | $ | ||||||
| (4) Cost basis | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
42
HASHDEX
BITCOIN ETF
SCHEDULE OF INVESTMENTS
December 31, 2025
| Description: Assets | Yield | Fair Value | Percentage of Net Assets | Shares | ||||||||||||
| Cryptocurrency | ||||||||||||||||
| Bitcoin | $ | % | ||||||||||||||
| Total Cryptocurrency (cost $ | $ | % | ||||||||||||||
| Cash equivalents | ||||||||||||||||
| Money market funds | ||||||||||||||||
| First American Government Obligations Fund - Class X | % | $ | % | |||||||||||||
| Total Cash Equivalents (cost $ | $ | % | ||||||||||||||
HASHDEX
BITCOIN ETF
SCHEDULE OF INVESTMENTS
December 31, 2024
| Description: Assets | Yield | Fair Value | Percentage of Net Assets | Shares | ||||||||||||
| Cryptocurrency | ||||||||||||||||
| Bitcoin | $ | % | ||||||||||||||
| Total Cryptocurrency (cost $ | $ | % | ||||||||||||||
| Cash equivalents | ||||||||||||||||
| Money market funds | ||||||||||||||||
| First American Government Obligations Fund – Class X | % | $ | % | |||||||||||||
| Total Cash Equivalents (cost $ | $ | % | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
43
| HASHDEX BITCOIN ETF |
| STATEMENTS OF OPERATIONS |
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Investment Income | ||||||||
| Broker interest income | ||||||||
| Interest income | ||||||||
| Total investment income | ||||||||
| Expenses | ||||||||
| Management fees | ||||||||
| Broker expenses | ||||||||
| Total expenses | ||||||||
| Net Investment Income (loss) | ( | ) | ||||||
| Realized and unrealized gain (loss) on trading of investments and cryptocurrency futures contracts: | ||||||||
| Realized gain (loss) on cryptocurrency futures contracts | $ | ( | ) | $ | ||||
| Realized gain (loss) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts | ( | ) | ||||||
| Net realized and unrealized gain (loss) | ( | ) | ||||||
| Net Increase (Decrease) in Net Assets Resulting from Operations | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these financial statements.
44
| HASHDEX BITCOIN ETF |
| STATEMENTS OF CHANGES IN NET ASSETS |
| Year Ended | Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Operations | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Capital transactions | ||||||||
| Issuance of Shares | ||||||||
| Redemption of Shares | ( | ) | ( | ) | ||||
| Total capital transactions | ( | ) | ||||||
| Net change in net assets | ( | ) | ||||||
| Net assets, beginning of period | $ | $ | ||||||
| Net assets, end of period | $ | $ | ||||||
| Net asset value per share at beginning of period | $ | $ | ||||||
| Net asset value per share at end of period | $ | $ | ||||||
| Creation of Shares | ||||||||
| Redemption of Shares | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of these financial statements
45
| HASHDEX BITCOIN ETF |
| STATEMENTS OF CASH FLOWS |
| Year Ended | Year Ended | |||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Net change in unrealized appreciation (depreciation) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) on cryptocurrency futures contracts | ||||||||
| Net realized (gain) loss on sale of investments | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Purchases of investments | ( | ) | ( | ) | ||||
| Proceeds from sale of investments | ||||||||
| Due from broker | ||||||||
| Interest receivable | ( | ) | ||||||
| Management fee payable to Sponsor | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| 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 | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
46
NOTES TO FINANCIAL STATEMENTS
December 31, 2025
Note 1 - Organization
These footnotes represent the footnotes to the Financial Statements of Hashdex Bitcoin ETF (f/k/a Hashdex Bitcoin Futures ETF) (the “Fund”) and the Combined Financial Statements of Hashdex Commodities Trust (f/k/a Tidal Commodities Trust I, prior to January 16, 2026) (the “Trust”). The Combined Financial Statements for the years ending December 31, 2025 and 2024 represent the assets and liabilities, schedule of investments, statement of operations, changes in net assets and cash flows for the Fund.
The Fund is a series of the Trust, a Delaware statutory trust organized on February 10, 2023. The Fund operates pursuant to the Second Amended and Restated Declaration of Trust and Trust Agreement (the “Trust Agreement”), dated January 15, 2026. The Fund is currently the Trust’s only publicly offered series. The Fund is an exchange-traded fund that issues units of beneficial interest (the “Shares”) representing fractional undivided beneficial interests in its net assets that trade on NYSE Arca, Inc. (the “Exchange”). The Shares are listed for trading on the Exchange under the ticker symbol “DEFI”.
The Trust is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (together with the rules and regulations adopted thereunder, as amended, the “1933 Act”), as an exchange-traded fund (“ETF”). The Fund is managed and controlled by Hashdex Asset Management Ltd. (the “Sponsor”), a Cayman Islands investment manager (and an Exempt Reporting Advisor under SEC rules) that specializes in, among other things, the management, research, investment analysis and other investment support services of funds and ETFs with investment strategies involving bitcoin and other crypto assets. Prior to January 16, 2026 the Fund’s sponsor was Tidal Investments LLC (f/k/a Toroso Investments, LLC) (“Tidal”).
On January 2, 2024, the initial Form S-1 for DEFI was declared effective by the SEC. The Fund is the successor and surviving entity from the merger (the “Merger”) of the Hashdex Bitcoin Futures ETF (the “Predecessor Fund”) into the Fund. The Predecessor Fund was a series of the Teucrium Commodity Trust (the “Predecessor Trust”) sponsored by Teucrium Trading, LLC. The Merger closed on January 3, 2024. In connection with the Merger, the Predecessor Fund shareholders received one Share for each share of the Predecessor Fund they owned prior to the Merger.
On
March 26, 2024, the Sponsor announced the renaming of the Fund from the Hashdex Bitcoin Futures ETF to the Hashdex Bitcoin ETF. The renaming
of the Fund corresponds to its completion of the conversion of its investment strategy to allow the Fund to provide spot bitcoin holdings
and its tracking of a new benchmark index effective March 27, 2024. The Fund’s investment objective is for changes in the Shares’
net asset value (the “NAV”) to reflect the daily changes of the price of the Nasdaq Bitcoin Reference Price - Settlement
(“NQBTCS” or the “Benchmark”), less expenses from the Fund’s operations. The Benchmark is designed to track
the price performance of bitcoin. During the years ending December 31, 2025 and 2024, the Fund used to invest in bitcoin, bitcoin futures
contracts (the “Bitcoin Futures Contracts”) listed on the Chicago Mercantile Exchange Inc. (the “CME”), and cash
and cash equivalents. Under normal market conditions, the Fund had a policy to maximize its holdings of physical bitcoin such that it
was expected that at least
As discussed below in Note 9 – Subsequent Events, effective after the close of trading on January 15, 2026, Tidal withdrew as sponsor of the Trust and simultaneously appointed Hashdex Asset Management Ltd. as the sponsor of the Trust (the “Sponsor Replacement”). In connection with the change of the Trust’s Sponsor, certain changes were made to the Fund’s principal investment strategies and techniques. Prior to the Sponsor Replacement, the Fund sought to achieve its investment objective by primarily investing in bitcoin. The Fund used bitcoin futures contracts for the primary purpose of acquiring physical bitcoin through CME’s Exchange for Physical Transactions (“EFP”) and to offset cash and receivables for better tracking the Benchmark. Upon the commencement of Hashdex Asset Management Ltd.’s service as the Trust’s sponsor, the Fund no longer holds Bitcoin Futures Contracts. The Fund attempts to achieve its investment objective by primarily investing in bitcoin. The Fund’s assets consists of bitcoin and cash. The Fund will not hold any assets other than bitcoin and cash. Unless otherwise indicated, the discussion in these Notes of the Financial Statements is as of December 31, 2025, which is the end of the reporting period.
47
The
Fund currently offers one class of Shares that has no front-end sales load, no deferred sales charge, and no redemption fee. The Fund
may issue an number of Shares of beneficial interest, with a $
Note 2 – Significant Accounting Policies
The Trust and Fund qualify as an investment company solely for accounting purposes and not for any other purpose, and follow the accounting and reporting guidance under the Financial Accounting Stands Board Accounting Standards Codification Topic 946, Financial Services – Investment Companies, but are not registered, and are not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
Significant accounting policies of the Fund are as follows:
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”).
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses during the reporting period. Actual results could differ from those estimates.
Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements cannot be known; however, the Fund expects any risk of loss to be remote.
Cash
Cash includes money market funds held.
Income Taxes
For U.S. federal income tax purposes, the Fund will be classified as a publicly traded partnership. A publicly traded partnership is generally taxable as a corporation for U.S. federal income tax purposes unless 90% or more of the publicly traded partnership’s gross income for each taxable year of its existence consists of qualifying income as defined in section 7704(d) of the Internal Revenue Code of 1986, as amended (the “Code”). Qualifying income is defined as generally including, in pertinent part, interest (other than from a financial business), dividends, and gains from the sale or disposition of capital assets held for the production of interest or dividends. In the case of a partnership of which a principal activity is the buying and selling of commodities, other than as inventory, or of futures, forwards, and options with respect to commodities, qualifying income also includes income and gains from commodities and from futures, forwards, options with respect to commodities and, provided the partnership is a trader or investor with respect to such assets, swaps and other notional principal contracts with respect to commodities. There is very limited authority on the U.S. federal income tax treatment of bitcoin and no direct authority on bitcoin derivatives, such as Bitcoin Futures Contracts. Based on an opinion received by the Sponsor from their independent legal counsel and a Commodity Futures Trading Commission (“CFTC”) determination that treats bitcoin as a commodity under the Commodity Exchange Act, the Fund intends to take the position that bitcoin and Bitcoin Futures Contracts consist of futures on commodities for purposes of the qualifying income exception under section 7704 of the Code. Accordingly, the Fund expects that at least 90% of the Fund’s gross income for each taxable year will consist of qualifying income and that the Fund will be taxed as a partnership for U.S. federal income tax purposes. Therefore, the Fund does not record a provision for income taxes because the shareholders report their share of the Fund’s income or loss on their income tax returns.
48
The Fund is required to determine whether a tax position is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Fund will file income tax returns in the U.S. federal jurisdiction and may file income tax returns in various U.S. states and foreign jurisdictions.
The Fund may be subject to potential examination by U.S. federal, U.S. state, or foreign jurisdictional authorities in the area of income taxes. These potential examinations may include among other things questioning the tax classification of the Fund, the timing and amount of deductions, the nexus of income among various tax jurisdictions, and compliance with U.S. federal, U.S. state and foreign tax laws.
Calculation of Net Asset Value
The Fund’s NAV is calculated by:
| ● | Taking the current market value of its total assets; |
| ● | Subtracting any liabilities; and |
| ● | Dividing the above total by the number of Shares outstanding. |
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (the “Global Fund Services”), the Fund’s administrator, will calculate the NAV of the Fund once each trading day. It will calculate the NAV as of the earlier of the close of the New York Stock Exchange or 4:00 p.m. E.T. The NAV for a particular trading day will be released after 4:15 p.m. E.T.
To determine the value of Bitcoin Futures Contracts, Global Fund Services uses the settlement price for the Bitcoin Futures Contracts, as reported on the CME. CME Group staff determines the daily settlements for the Bitcoin Futures Contracts based on trading activity on CME Globex exchange between 14:59:00 and 15:00:00 Central Time, the settlement period. When a Bitcoin Futures Contract has closed at its daily price fluctuation limit, that limit price will be the daily settlement price that the CME publishes. The Fund will use the published settlement price to price its Shares on that day. If the CME halted trading in Bitcoin Futures Contracts for other reasons, including if trading were halted for an entire trading day or several trading days, the Fund would value its Bitcoin Futures Contracts by using the settlement price that the CME publishes. Such valuation is generally deemed a Level 1 valuation.
The value of the bitcoin held by the Fund will be determined using a “Futures-Based Spot Price” (or “FBSP”) methodology. This methodology has been chosen by the Sponsor specifically to calculate the Fund’s NAV, isolating it from data from unregulated bitcoin exchanges. The methodology to derive the settlement prices of Bitcoin Futures Contracts on the CME involves a calculation that is a function of both the length of time (the tenor) until each Bitcoin Futures Contract is due for settlement, and the final settlement price for each contract on that day. The calculation is based on estimating a simple quadratic function to fit the prices across the different tenors and extrapolate this curve to zero days tenor. This approach is designed to give more importance to contracts that are due for settlement in the near term, considering that the prices of these near-term contracts are more reliable indicators of the current spot price of bitcoin and are also more heavily traded. Such valuation is generally deemed a Level 2 valuation.
Fair Value - Definition and Hierarchy
In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
In determining fair value, the Fund uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:
49
| Level 1 ─ | Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 financial instruments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these financial instruments does not entail a significant degree of judgment. |
| Level 2 ─ | Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| Level 3 ─ | Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
The availability of valuation techniques and observable inputs can vary from financial instrument to financial instrument and is affected by a wide variety of factors including the type of financial instrument, whether the financial instrument is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the financial instruments existed. Accordingly, the degree of judgment exercised by the Fund in determining fair value is greatest for financial instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.
TIDAL COMMODITIES TRUST I
December 31, 2025
| Level 1 | Level 2 | Level 3 | Balance as of December 31, 2025 | |||||||||||||
| Assets: | ||||||||||||||||
| Cryptocurrency | $ | $ | $ | $ | ||||||||||||
| Money market funds | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
December 31, 2024
| Level 1 | Level 2 | Level 3 | Balance as of December 31, 2024 | |||||||||||||
| Assets: | ||||||||||||||||
| Cryptocurrency | $ | $ | $ | $ | ||||||||||||
| Money market funds | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
As of December 31, 2025, the Trust's bitcoin holdings were transferred from Level 2 to Level 1 within the fair value hierarchy. This change reflects the use of a quoted price in an active market for identical assets (Level 1 input), as opposed to the Futures-Based Spot Price (FBSP) methodology applied throughout the year, which relied on observable inputs other than quoted prices in active markets for identical assets. For the year ended December 31, 2024, the Trust did not have any significant transfers between any of the levels of the fair value hierarchy. On December 31, 2025, the FBSP pricing file was not available, and the Administrator used a quoted market price from Bloomberg as an alternative source.
HASHDEX BITCOIN ETF
December 31, 2025
| Level 1 | Level 2 | Level 3 | Balance as of December 31, 2025 | |||||||||||||
| Assets: | ||||||||||||||||
| Cryptocurrency | $ | $ | $ | $ | ||||||||||||
| Money market funds | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
50
December 31, 2024
| Level 1 | Level 2 | Level 3 | Balance as of December 31, 2024 | |||||||||||||
| Assets: | ||||||||||||||||
| Cryptocurrency | $ | $ | $ | $ | ||||||||||||
| Money market funds | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
As of December 31, 2025, the Fund's bitcoin holdings were transferred from Level 2 to Level 1 within the fair value hierarchy. This change reflects the use of a quoted price in an active market for identical assets (Level 1 input), as opposed to the Futures-Based Spot Price (FBSP) methodology applied throughout the year, which relied on observable inputs other than quoted prices in active markets for identical assets. For the year ended December 31, 2024, the Fund did not have any significant transfers between any of the levels of the fair value hierarchy. On December 31, 2025, the FBSP pricing file was not available, and the Administrator used a quoted market price from Bloomberg as an alternative source.
| Bitcoin | Fair Value | |||||||
| Beginning balance as of January 1, 2025 | $ | |||||||
| Bitcoin contributed | ||||||||
| Bitcoin withdrawn | ( | ) | ( | ) | ||||
| Net change in unrealized appreciation (depreciation) from investments in bitcoin | — | ( | ) | |||||
| Net realized gain on investments in bitcoin | — | |||||||
| Ending balance as of December 31, 2025 | $ | |||||||
| Bitcoin | Fair Value | |||||||
| Beginning balance as of January 1, 2024 | $ | |||||||
| Bitcoin contributed | ||||||||
| Bitcoin withdrawn | ( | ) | ( | ) | ||||
| Net change in unrealized appreciation (depreciation) from investments in bitcoin | — | |||||||
| Net realized gain on investments in bitcoin | — | ( | ) | |||||
| Ending balance as of December 31, 2024 | $ | |||||||
Derivative Investments
In the normal course of business, the Fund utilizes derivative contracts in connection with its proprietary trading activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The Fund’s derivative activities and exposure to derivative contracts are classified by the following primary underlying risks: interest rate, credit, commodity price, and equity price risks. In addition to its primary underlying risks, the Fund is also subject to additional counterparty risk due to the inability of its counterparties to meet the terms of their contracts.
Futures Contracts
The Fund is subject to cryptocurrency price risk in the normal course of pursuing its investment objectives. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
The purchase and sale of futures contracts requires margin deposits with a Futures Commission Merchant (the “FCM”). Subsequent payments (variation margin) are made or received by the Fund each day, depending on the daily fluctuations in the value of the contract, and are recorded as unrealized gains or losses by the Fund. Futures contracts may reduce the Fund’s exposure to counterparty risk since futures contracts are exchange-traded; and the exchange’s clearinghouse, as the counterparty to all exchange-traded futures, guarantees the futures against default.
The Commodity Exchange Act requires an FCM to segregate all customer transactions and assets from the FCM’s proprietary activities. A customer’s cash and other equity deposited with an FCM are considered commingled with all other customer funds subject to the FCM’s segregation requirements. In the event of an FCM’s insolvency, recovery may be limited to the Fund’s pro rata share of segregated customer funds available. It is possible that the recovery amount could be less than the total of cash and other equity deposited.
51
The following table discloses information about offsetting assets and liabilities presented in the statements of assets and liabilities to enable users of these financial statements to evaluate the effect or potential effect of netting arrangements for recognized assets and liabilities. These recognized assets and liabilities are presented as defined in the FASB Accounting Standards Update (the “ASU”) No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” and subsequently clarified in FASB ASU 2013-01 “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.”
The following table identifies the fair value amounts of derivative instruments included in the statements of assets and liabilities as derivative contracts, categorized by primary underlying risk, and held by StoneX.
TIDAL COMMODITIES TRUST I
Offsetting of Financial Assets and Derivative Assets as of December 31, 2025
| (iv) | ||||||||||||||||||||||
| Gross
Amount Not Offset in the Statement of Assets and Liabilities |
||||||||||||||||||||||
Description |
(i) Gross Amount of Recognized Assets |
(ii) Gross Amount Offset in the Statement of Assets and Liabilities |
(iii)
= (i-ii) Net Amount Presented in the Statement of Assets and Liabilities |
Futures Contracts Available for Offset | Collateral,
Due to Broker |
(v) = (iii)-(iv) Net Amount |
||||||||||||||||
| Cryptocurrency Price | ||||||||||||||||||||||
| Bitcoin futures contracts | $ | $ | $ | $ | ||||||||||||||||||
Offsetting of Financial Liabilities and Derivative Assets as of December 31, 2024*
(iv) Gross
Amount Not Offset in the |
||||||||||||||||||||||
Description |
(i) Gross Amount of Recognized Assets |
(ii) Gross Amount Offset in the Statement of Assets and Liabilities |
(iii)
= (i-ii) Net Amount Presented in the Statement of Assets and Liabilities |
Futures Contracts Available for Offset | Collateral,
Due to Broker |
(v) = (iii)-(iv) Net Amount |
||||||||||||||||
| Cryptocurrency Price | ||||||||||||||||||||||
| Bitcoin futures contracts | $ | $ | $ | $ | ||||||||||||||||||
| * |
52
HASHDEX BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
Offsetting of Financial Assets and Derivative Assets as of December 31, 2025
| (iv) | ||||||||||||||||||||||
| Gross
Amount Not Offset in the Statement of Assets and Liabilities |
||||||||||||||||||||||
Description |
(i) Gross Amount of Recognized Assets |
(ii) Gross Amount Offset in the Statement of Assets and Liabilities |
(iii)
= (i-ii) Net Amount Presented in the Statement of Assets and Liabilities |
Futures Contracts Available for Offset | Collateral,
Due to Broker |
(v) = (iii)-(iv) Net Amount |
||||||||||||||||
| Cryptocurrency Price | ||||||||||||||||||||||
| Bitcoin futures contracts | $ | $ | $ | $ | ||||||||||||||||||
Offsetting of Financial Liabilities and Derivative Assets as of December 31, 2024*
(iv) Gross
Amount Not Offset in the |
||||||||||||||||||||||
Description |
(i) Gross Amount of Recognized Assets |
(ii) Gross Amount Offset in the Statement of Assets and Liabilities |
(iii)
= (i-ii) Net Amount Presented in the Statement of Assets and Liabilities |
Futures Contracts Available for Offset | Collateral,
Due to Broker |
(v) = (iii)-(iv) Net Amount |
||||||||||||||||
| Cryptocurrency Price | ||||||||||||||||||||||
| Bitcoin futures contracts | $ | $ | $ | $ | ||||||||||||||||||
| * |
The following tables identify the net gain and loss amounts included in the statements of operations as realized and unrealized gains and losses on trading of cryptocurrency futures contracts categorized by primary underlying risk:
TIDAL COMMODITIES TRUST I
Year ended December 31, 2025.
Realized Gain (Loss) on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |||||||
| Cryptocurrency Price | ||||||||
| Bitcoin futures contracts | $ | ( | ) | $ | ||||
53
Year ended December 31, 2024.*
Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |||||||
| Cryptocurrency Price | ||||||||
| Bitcoin futures contracts | $ | $ | ( | ) | ||||
| * |
HASHDEX BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
Year ended December 31, 2025.
Realized Gain (Loss) on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |||||||
| Cryptocurrency Price | ||||||||
| Bitcoin futures contracts | $ | ( | ) | $ | ||||
Year ended December 31, 2024.*
Realized Gain on Commodity Futures Contracts | Net Change in Unrealized Depreciation on Commodity Futures Contracts | |||||||
| Cryptocurrency Price | ||||||||
| Bitcoin futures contracts | $ | $ | ( | ) | ||||
| * |
Volume of Derivative Activities
The
average notional market value categorized by primary underlying risk for the futures contracts held was
Basis of Presentation
The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of net assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet date. Actual results could differ from those estimates.
Organizational and Offering Costs
All organizational and initial offering costs for the Trust and the Fund were borne directly by the Sponsor. The Trust and the Fund do not have an obligation to reimburse the Sponsor for organization and offering costs paid on their behalf.
Revenue Recognition
Investment transactions are accounted for on a trade-date basis. All such transactions are recorded on the identified cost basis and marked to market daily. Unrealized appreciation or depreciation on investments are reflected in the statements of operations as the difference between the original amount and the fair market value as of the last business day of the year or as of the last date of the financial statements. Changes in the appreciation or depreciation between periods are reflected in the statements of operations.
54
Brokerage Commissions
The Sponsor recognizes the expense for brokerage commissions for futures contract trades on a per-trade basis. The below table shows the amounts included on the statements of operations as total brokerage commissions.
TIDAL COMMODITIES TRUST I
| Year Ended December 31, 2025 | $ | ||||
| Year Ended December 31, 2024* | $ |
| * |
HASHDEX BITCOIN ETF (FORMERLY HASHDEX BITCOIN FUTURES ETF)
| Year Ended December 31, 2025 | $ | ||||
| Year Ended December 31, 2024* | $ |
| * |
Due from/to Broker
The amount recorded by the Fund for the amount due from and to the clearing broker includes, but is not limited to, cash held by the broker, amounts payable to the clearing broker related to open transactions, payables for cryptocurrency futures accounts liquidating to an equity balance on the clearing broker’s records and amounts of brokerage commissions paid and recognized as unrealized losses.
Margin is the minimum amount of funds that must be deposited by a cryptocurrency interest trader with the trader’s broker to initiate and maintain an open position in futures contracts. A margin deposit acts to assure the trader’s performance of the futures contracts purchased or sold. Futures contracts are customarily bought and sold on initial margin that represents a very small percentage of the aggregate purchase or sales price of the contract. Because of such low margin requirements, price fluctuations occurring in the futures markets may create profits and losses that, in relation to the amount invested, are greater than customary in other forms of investment or speculation. As discussed below, adverse price changes in the futures contract may result in margin requirements that greatly exceed the initial margin. In addition, the amount of margin required in connection with a particular futures contract is set from time to time by the exchange on which the contract is traded and may be modified from time to time by the exchange during the term of the contract. Brokerage firms, such as the Fund’s clearing brokers, carrying accounts for traders in commodity interest contracts generally require higher amounts of margin as a matter of policy to further protect themselves. Over the counter trading generally involves the extension of credit between counterparties, so the counterparties may agree to require the posting of collateral by one or both parties to address credit exposure.
When a trader purchases an option, there is no margin requirement; however, the option premium must be paid in full. When a trader sells an option, on the other hand, he or she is required to deposit margin in an amount determined by the margin requirements established for the underlying interest and, in addition, an amount substantially equal to the current premium for the option. The margin requirements imposed on the selling of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Complicated margin requirements apply to spreads and conversions, which are complex trading strategies in which a trader acquires a mixture of options positions and positions in the underlying interest.
Ongoing or “maintenance” margin requirements are computed each day by a trader’s clearing broker. When the market value of a particular open futures contract changes to a point where the margin on deposit does not satisfy maintenance margin requirements, a margin call is made by the broker. If the margin call is not met within a reasonable time, the broker may close out the trader’s position. With respect to the Fund’s trading, the Fund (and not its shareholders personally) is subject to margin calls. Finally, many major U.S. exchanges have passed certain cross margining arrangements involving procedures pursuant to which the futures and options positions held in an account would, in the case of some accounts, be aggregated and margin requirements would be assessed on a portfolio basis, measuring the total risk of the combined positions.
55
Expenses
Expenses are recorded using the accrual method of accounting.
Net income (loss) per share is the difference between the NAV per unit at the beginning of each period and at the end of each period. The weighted average number of units outstanding was computed for purposes of disclosing net income (loss) per weighted average unit. The weighted average units are equal to the number of units outstanding at the end of the period, adjusted proportionately for units created or redeemed based on the amount of time the units were outstanding during such period.
Note 3 - Sponsor Fee Allocation of Expenses and Related Party Transactions
The
Fund pays the Sponsor a Management Fee, monthly in arrears, in an amount equal to
Administrator
During the reporting periods covered by these Financial Statements, the Fund employed Tidal ETF Services LLC as the Fund’s administrator (the “Administrator”). In turn, the Administrator engaged U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”) to act as sub-administrator. The Administrator is a wholly-owned subsidiary of Sponsor. The Administrator also assisted the Fund and the Sponsor with certain functions and duties relating to marketing, which included the following: marketing and sales strategy and marketing related services.
Cash Custodian, Registrar, Transfer Agent, Fund Sub-Administrator
In its capacity as the Fund’s cash custodian (the “Cash Custodian”), currently U.S. Bank, N.A., holds the Fund’s securities, cash and/or cash equivalents pursuant to a custodial agreement. Global Fund Services, an entity affiliated with U.S. Bank, N.A., is the registrar and transfer agent for the Fund’s Shares. In addition, Global Fund Services also served as sub-administrator for the Fund during the reporting periods covered by these Financial Statements, performing certain sub-administrative and accounting services, and support in preparing certain SEC and CFTC reports on behalf of the Fund.
56
Bitcoin Custodian
The
Fund’s bitcoin investments are held by BitGo Trust Company, Inc. (the “Bitcoin Custodian”) on behalf of the Fund. The
Bitcoin Custodian will keep custody of all of the Fund’s bitcoin in a multi-layer, multi-party cold storage or similarly secure
technology. The Bitcoin Custodian is responsible for safekeeping passwords, keys or phrases that allow transfers of digital assets (the
“Security Factors”) safe, secure and confidential.
Marketing Agent
During the reporting periods covered by these Financial Statements, the Fund employed Foreside Fund Services, LLC, a wholly-owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group) as the marketing agent (the “Marketing Agent”) for the Fund. The Marketing Agent Agreement by and between the Marketing Agent and the Trust called for the Marketing Agent to work with the Custodian in connection with the receipt and processing of orders for the creation and redemption of baskets of Shares (“Baskets”) and the review and approval of all Fund sales literature and advertising material. The Marketing Agent’s principal business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. The Marketing Agent is a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority.
Support Agent
During the reporting periods covered by these Financial Statements, the Administrator also assisted the Fund and the Sponsor with certain functions and duties relating to administration and marketing, which include the following: marketing and sales strategy and marketing related services.
Digital Asset Adviser
Hashdex Asset Management Ltd. (“Hashdex” or the “Digital Asset Adviser”) is a Cayman Islands investment manager (and an Exempt Reporting Advisor under SEC rules) that specializes in, among other things, the management, research, investment analysis and other investment support services of funds and ETFs with investment strategies involving bitcoin and other crypto assets. As Digital Asset Adviser during the reporting periods covered by these Financial Statements, Hashdex was responsible for providing the Sponsor and the Administrator with research and analysis regarding bitcoin and bitcoin markets for use in the operation and marketing of the Fund. Hashdex had no role in maintaining, calculating or publishing the Benchmark. Hashdex also had no responsibility for the investment or management of the Fund’s portfolio or for the overall performance or operation of the Fund. Please see Note 9, below, for more information about Hashdex’s role with respect to the Fund.
Note 4 - Transactions with Affiliates
The Trust has no directors, officers or employees and is managed by the Sponsor. The Administrator is a wholly owned subsidiary of Tidal.
57
Note 5 - Financial Highlights
The following tables present per unit performance data and other supplemental financial data for the years ended December 31, 2025 and 2024. This information has been derived from information presented in the financial statements.
| For the year ended December 31, 2025 | For the year ended December 31, 2024 | |||||||
| Per Share Operation Performance | ||||||||
| Net asset value per share, beginning of period | $ | $ | ||||||
| Income (loss) from investment operations: | ||||||||
| Net Investment income (1) | ( | ) | ||||||
| Net realized and unrealized gain (loss) on investments and cryptocurrency futures contracts | ( | ) | ||||||
| Net increase (decrease) in net asset value | ( | ) | ||||||
| Net asset value at end of period | $ | $ | ||||||
| Total return (2) | ( | )% | % | |||||
| Ratios to average net assets: | ||||||||
| Total expenses | % | % | ||||||
| Net expenses | % | % | ||||||
| Net investment loss | ( | )% | % | |||||
| (1) |
| (2) |
Note 6 - Merger with Hashdex Bitcoin Futures ETF
As reported by the Tidal Commodities Trust I on a Form 8-K filed with the SEC on January 3, 2024 (File No. 001-41900), the Trust completed the Merger of the Fund with the Predecessor Fund.
Pursuant to the terms of the Merger, each Predecessor Fund shareholder received one share of the Fund for every one share of the Predecessor Fund held on January 3, 2024 based on the net asset value per share of the Predecessor Fund being equal to the net asset value per share of the Fund determined immediately prior to the Merger closing. The share price used for the delivery of shares of the Predecessor Fund was the net asset value per share of the Predecessor Fund determined after the close of business of NYSE Arca on January 2, 2024. Consequently, the Merger resulted in a one-for-one exchange of shares between the Predecessor Fund and the Fund. Further, the Fund acquired in the Merger all the assets of the Predecessor Fund and assumed all the liabilities of the Predecessor Fund. Upon the Merger closing, all of the Predecessor Fund’s shares were cancelled and the Predecessor Fund was liquidated.
The
sponsor of the Predecessor Fund, Teucrium, did not receive any compensation dependent on the consummation of the Merger. Pursuant to
a certain Amended and Restated ‘33 Act Fund Platform Support Agreement, as amended (the “Support Agreement”) among
Tidal, Administrator, Digital Asset Adviser, and Teucrium, Tidal agreed to provide Teucrium after the Merger with a monthly amount equal
to seven percent (
On
January 3, 2024, the Fund issued shares at net asset value of $
58
Note 7 - Conversion to Spot Bitcoin ETF
On March 26, 2024, Tidal announced the renaming of the Fund from the Hashdex Bitcoin Futures ETF to the Hashdex Bitcoin ETF. The renaming of the Fund corresponds to its completion of the conversion of its investment strategy to allow the Fund to provide spot bitcoin holdings and its tracking of a new benchmark index effective March 27, 2024.
The
Fund’s current benchmark index is the Nasdaq Bitcoin Reference Price - Settlement (NQBTCS), which better reflects the Fund’s
current strategy of direct bitcoin investment. During the reporting periods covered by these Financial Statements, under normal market
conditions, the Fund’s had a policy to maximize its holdings of physical bitcoin such that it was expected that at least
59
Note 8 - Segment Reporting
In accordance with the FASB ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, the Fund has evaluated its business activities and determined that it operates as a reportable segment.
During the reporting periods covered by these Financial Statements, the Fund’s investment activities were managed by Tidal, which served as the Chief Operating Decision Maker (the “CODM”). Tidal was responsible for assessing the Fund’s financial performance and allocating resources. In making these assessments, Tidal evaluated the Fund’s financial results on an aggregated basis, rather than by separate segments. As such, the Fund does not allocate operating expenses or assets to multiple segments, and accordingly, no additional segment disclosures are required.
The Fund primarily generates income through dividends, interest, and realized/unrealized gains on its investment portfolio. Expenses incurred, including management fees, fund operating expenses, and transaction costs, are considered general fund-level expenses and are not allocated to specific segments or business lines.
Management of Tidal has determined that the Fund does not meet the criteria for disaggregated segment reporting under ASU 2023-07 and the management of the Sponsor will continue to evaluate its reporting requirements in accordance with applicable accounting standards.
Note 9 - Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency of income tax disclosures by requiring disaggregated information about the effective tax rate reconciliation and income taxes paid. The standard is effective for public business entities for annual periods beginning after December 15, 2024.
The Fund is treated as a partnership for U.S. federal income tax purposes and is not subject to entity-level federal income tax. Management of Tidal has evaluated ASU 2023-09 and determined that the adoption of this standard does not have a material impact on the Fund's financial statements or related disclosures.
Note 10 - Subsequent Events
In preparing these financial statements, management of the Sponsor has evaluated the financial statements for the year ended December 31, 2025 for subsequent events through the date of this filing and noted no material events requiring either recognition through the date of the filing or disclosure herein for the Fund other than as noted below.
Effective after the close of trading on January 15, 2026, the Sponsor Replacement occurred. In connection with the change of the Trust’s Sponsor, certain changes were made to the Fund’s principal investment strategies and techniques. Prior to the Sponsor Replacement, the Fund sought to achieve its investment objective by primarily investing in bitcoin. The Fund used bitcoin futures contracts for the primary purpose of acquiring and disposing of physical bitcoin through CME’s EFP Transactions and to offset cash and receivables to better track the Benchmark.
Upon the commencement of Hashdex’s service as the Trust’s sponsor, the Fund attempts to achieve its investment objective by primarily investing in bitcoin directly, without the use of futures contracts. The Fund’s assets will consist of bitcoin and cash. The Fund may hold cash in connection with cash purchases and redemptions of Shares and it also will occasionally hold cash for short periods to pay the Sponsor’s Management Fee (as defined below) and any other Fund expenses and liabilities not assumed by the Sponsor. The Fund will not hold any assets other than bitcoin and cash.
In connection with the Sponsor Replacement, the marketing agent for the Trust and the Fund was replaced. Effective January 16, 2026, the Fund employs Paralel Distributors LLC as the Marketing Agent for the Fund. The Marketing Agent Agreement among the Marketing Agent, the Sponsor, and the Trust calls for the Marketing Agent to work with the Cash Custodian in connection with the receipt and processing of orders for the creation and redemption of Baskets and the review and approval of all Fund sales literature and advertising material. The Marketing Agent’s principal business address is 1700 Broadway, Suite 1850, Denver CO 80290. The Marketing Agent is a broker-dealer registered with the SEC and a member of FINRA.
60
Also in connection with the Sponsor Replacement, Tidal ETF Services LLC no longer serves as the Fund’s administrator; rather Global Fund Services serves as the Fund’s administrator. In addition, the Amended and Restated ‘33 Act Fund Platform Support Agreement between Tidal, Tidal ETF Services LLC and Hashdex was terminated and Tidal ETF Services LLC no longer serves as a Support Agent and Hashdex no longer serves as a Digital Asset Adviser with respect to the Trust or the Fund.
In addition, in connection with the Sponsor Replacement, the Administrator will value the bitcoin held by the Fund based on the closing level of the Benchmark, the NQBTCS, not the FBSP, unless the prices are not available or the Administrator, in its sole discretion, determines that the NQBTCS is unreliable.
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
| Item 9A. | Controls and Procedures |
Disclosure Controls and Procedures
Under the supervision and with the participation of the management of Hashdex, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025. 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 December 31, 2025 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 Securities and Exchange Commission’s (“SEC”) 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.
Management’s Annual Report on Internal Control over Financial Reporting
The management of the Sponsor is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for the Trust and the Fund. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Management conducted an evaluation of the effectiveness of the Trust’s and Fund’s internal control over financial reporting as of December 31, 2025, based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Trust’s and the Fund’s internal control over financial reporting was effective as of December 31, 2025.
This Annual Report does not include an attestation report of the Trust’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Trust’s registered public accounting firm pursuant to rules of the SEC that permit the Trust to provide only management’s report in this Annual Report.
61
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 year that has materially affected, or is reasonably likely to materially affect, the Trust’s or the Fund’s internal control over financial reporting.
| Item 9B. | Other Information |
| Item 9C. | Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Not applicable.
Part III.
| Item 10. | Directors and Executive Officers of the Registrant |
Principals and Key Personnel Responsible for the Management of the Trust
The Trust is managed by the Sponsor and has no directors, executive officers or employees. Accordingly, the Trust does not have an audit committee, audit committee financial expert, or nominating committee. Pursuant to the terms of the Trust Agreement, the Trust’s affairs are managed by the Sponsor. The Sponsor is managed by its directors, executive officers and employees, as well as Hashdex, Ltd. (“Hashdex”), the controlling entity of the Sponsor, and its affiliates (collectively with Hashdex, the “Hashdex group”). The following persons perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.
Marcelo Sampaio, born in 1980, is the Co-Founder and Executive Chairman of the Hashdex group. In this role, he oversees the overall strategic direction, management, and operational aspects of the firm’s crypto asset management platforms. Prior to founding the Hashdex, Mr. Sampaio co-founded Endless, Inc., serving as Chief Growth Officer. He has also held senior roles at Microsoft and Oracle, where he became the youngest sales director globally. Mr. Sampaio has been investing in digital assets since 2012 and holds a degree in Production Engineering from PUC-Rio. He has completed leadership programs at Harvard Business School and management programs at INSEAD, France.
Bruno Caratori, born in 1981, is the Co-Founder, and Global Chief Executive Officer of the Hashdex group. He oversees the firm’s operational activities and product development. Before joining Hashdex, Mr. Caratori led product development at Edmodo and previously worked at Gávea Investimentos and RiskControl. He holds an MBA from Stanford University, a master’s degree in Business Economics from EPGE/FGV, and a bachelor’s degree in Electrical Engineering from PUC-Rio.
Bruno Sousa, born in 1982, is one of the Directors of the Sponsor and serves as Chief External Affairs Officer of the Hashdex group. He joined the Sponsor as Head of Legal after a distinguished career at Veirano Advogados, where he led the Fintech practice. Mr. Sousa has nearly two decades of legal experience, with a focus on Corporate and M&A law. He has been recognized by Chambers & Partners and other legal directories for his work in these areas. Mr. Sousa holds an LLB from the Universidade de São Paulo and completed the Fintech Programme at Oxford University’s Saïd Business School.
Samir Kerbage, born in 1988, serves as one of the Directors of the Sponsor and Chief Investment Officer of the Hashdex group. He is responsible for overseeing product development, research, and investment management in the company’s crypto asset offerings. Mr. Kerbage holds a degree in Computer Engineering from the Military Institute of Engineering (IME) and has extensive experience in financial market infrastructure and quantitative trading. Prior to joining the Sponsor, he worked at Americas Trading Group and has been involved in the digital assets space since 2016. He began his career as a Military Engineering Officer in the Brazilian Army.
Silvia Motta, born in 1983, serves as the Chief Financial Officer of the Hashdex group, where she is responsible for the firm’s financial operations, strategy, and human resources. Ms. Motta holds dual degrees in Electrical Engineering from PUC-Rio and École Centrale de Lyon, and an MBA from Harvard Business School. Her prior experience includes strategic consulting at McKinsey & Company, leading strategy at Coca-Cola Brazil, and managing venture capital investments at Movile.
Mick McLaughlin, born in 1970, is the U.S. Chief Executive Officer and Global Head of Distribution of the Hashdex group. Prior to joining Hashdex in 2024, Mr. McLaughlin served as Chief Distribution Officer at Bitwise Asset Management. Earlier in his career, he was Managing Director and Head of ETF Distribution for the Americas at Deutsche Bank and spent more than a decade at BlackRock and Barclays building the iShares ETF business. Mr. McLaughlin holds a degree in Government from California State University-Sacramento.
62
Family Relationships
There are no family relationships between the Sponsor’s executive officers.
Involvement in Certain Legal Proceedings
None of the Sponsor’s executive officers or members of the Board of Managers has been involved in any of the following events during the past ten years:
| a) | any bankruptcy petition filed by or against any business or property of such person or any partnership or business in which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| b) | any conviction in a criminal proceeding or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offences); |
| c) | being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; |
| d) | being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| e) | being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| f) | being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(40) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code of Ethics
The Trust does not have a code of ethics as it does not have any directors, officers, or employees.
The Sponsor has adopted and implemented a code of ethics and related policies and procedures (collectively, the “Code of Ethics”) that applies to its executive officers and agents who perform certain functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by them. The Code of Ethics is available on request, free of charge, by writing the Sponsor at risk-compliance@hashdex.com. The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.
Insider Trading Policy
The
Sponsor has adopted an
63
| Item 11. | Executive Compensation |
The Trust does not have directors or executive officers. The only ordinary expense of the Trust is the Sponsor’s Management Fee.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Security Ownership of Certain Beneficial Owners. To the best knowledge of the Registrant, no person beneficially owned more than 5% of the outstanding Shares of the Trust as of December 31,2025.
Security Ownership of Management. As of the date of this Annual Report, the Sponsor owned zero shares of the Fund and none of the principals of the Sponsor owned any Shares of the Fund.
Change of Control. Neither the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in the control of the Trust.
Securities Authorized for Issuance under Equity Compensation Plans. The Trust has no securities authorized for issuance under equity compensation plans.
| Item 13. | Relationships and Related Transactions and Director Independence |
See Item 11, above.
The Trust has no directors or executive officers; therefore, no determination has been made relative to director independence.
| Item 14. | Principal Accountant and Audit Fees and Services |
Fees
for services performed by
| Year Ended December 31, 2025 | ||||
| Audit Fees | $ | 26,500 | ||
| Audit-Related Fees | $ | 7,500 | ||
| Tax Fees | $ | — | ||
| All Other Fees | $ | — | ||
Tidal approved all services provided by Tait, Weller & Baker LLP, above. Tidal preapproved all audit, non-audit, tax preparation, and tax accounting services, if any, of the Trust’s independent registered public accounting firm and tax accounting firm, including all engagement fees and terms.
Part IV.
| Item 15. | Exhibits and Financial Statements Schedules |
(a)(1) Financial Statements
See Index to Financial Statements on page 34 for a list of the financial statements being filed herein.
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(a)(2) Financial Statement Schedules
Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included.
(a)(3) Exhibits
The following exhibits are filed as herein or incorporated herein and made a part of this Annual Report:
Exhibit Number |
Exhibit Description |
| 3.1 | Second Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 4.1 | Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 1, 2024) |
| 10.1 | Form of Authorized Purchaser Agreement (incorporated by reference to Exhibit B of Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 10.2 | Form of Marketing Agent Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 10.3 | Form of Cash Custody Agreement (incorporated by reference to Exhibit 10.3.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 10.4 | Form of Bitcoin Custody Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (333-276254), filed with the SEC on December 26, 2023) |
| 10.5 | Form of Fund Accounting Servicing Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 10.6 | Form of Transfer Agent Servicing Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 10.7 | Form of Fund Administration Servicing Agreement (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 10.8 | Change of Sponsor Letter Agreement (incorporated by reference to Exhibit 10.3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 10.9 | Compliance Services Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 10.10 | Digital Asset Trading Agreement with Nonco (incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-276254), filed with the SEC on January 16, 2026) |
| 19.1* | Insider Trading Policies and Procedures |
| 23.1* | Consent of Independent Registered Public Accounting Firm |
| 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 |
| 97.1* | Erroneously Awarded Compensation Recovery Policies and Procedures |
| 101* | Interactive Data Files of Financial Statements and Notes. |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Filed herewith.
** Furnished herewith.
| Item 16. | Form 10-K Summary |
Not applicable.
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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: March 31, 2026 | ||
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