SEC Comment Letter 0000000000-23-013774 to Hashdex Commodities Trust (DEFI)
Hashdex Commodities Trust
Date: Dec. 18, 2023 · CIK: 0001985840 · Accession: 0000000000-23-013774
AI Filing Summary & Sentiment
File numbers found in text: 333-275227
Letter
United States securities and exchange commission logo December 18, 2023 Guillermo Trias Chief Executive Officer Tidal Commodities Trust I c/o Toroso Investments, LLC 234 West Florida Street Suite 203 Milwaukee, WI 53204 Re:Tidal Commodities Trust I Amendment No. 1 to Registration Statement on Form S-4 Filed December 7, 2023 File No. 333-275227 Dear Guillermo Trias: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 30, 2023 letter. Amendment No. 1 to Registration on Form S-4 Further Information About the Acquired Fund Management's Discussion and Analysis of Financial Condition..., page 39 1.In response to comment 10, you only provided information for the interim period. Please revise your MD&A to include information for the period from commencement of operations (September 15, 2022) through December 31, 2022, or tell us why you are not required to provide the information.
FirstName LastNameGuillermo Trias Comapany NameTidal Commodities Trust I December 18, 2023 Page 2 FirstName LastName Guillermo Trias Tidal Commodities Trust I December 18, 2023 Page 2 Further Information About the Acquiring Fund The Sponsor, page 54 2.We note your revised disclosure in response to comment 11 that FTV-Toroso, Inc. holds approximately 24.9% of Tidal. Please further revise to identify the natural person(s) who have voting and/or investment control of the membership interests held by FTV-Toroso, Inc. Calculating NAV, page 63 3.You disclose that in determining the value of Bitcoin Futures Contracts, the Acquiring Fund uses the settlement price for the Benchmark Component Futures Contracts, as reported on the CME, except that the “fair value” of Bitcoin Futures Contracts may be used when Bitcoin Futures Contracts close at their price fluctuation limit for the day. You also disclose that 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 and that 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 Acquiring Fund would value its Bitcoin Futures Contracts by using the settlement price that the CME publishes. Please reconcile and clarify these disclosures, including the circumstances in which the fair value would be utilized and how the "fair value" would be determined and if in accordance with U.S. GAAP. Acquiring Fund Financial Statements Note 1. Organization and Significant Accounting Policies Calculation of Net Asset Value, page F-8 4.The disclosures added in response to comment 15 refer to a description of fair value below that note which does not appear to be included. Revise to include the description of fair value. Acquired Fund Financial Statements Report of Independent Registered Public Accounting Firm, page F-10 5.In responding to comment 16, the auditors removed the definition of the term PCAOB. Please ask them to revise to state, if true, that they are a public accounting firm registered with the Public Company Accounting Oversight Board (United States). Exhibits 6.We note that it is a condition of the Merger for both you and Teucrium to receive legal opinions regarding the federal income tax consequences of the Merger. Please file the tax opinion addressed to Teucrium as Exhibit 8.2. 7.Refer to Exhibit 23.3 and your response to comment 19. Please request Tait, Weller & Baker LLP to state whether or not they consent to the reference to them in the Experts
FirstName LastNameGuillermo Trias Comapany NameTidal Commodities Trust I December 18, 2023 Page 3 FirstName LastName Guillermo Trias Tidal Commodities Trust I December 18, 2023 Page 3 section. Further, the consent refers to their consent to the incorporation by reference of their report. As we note that their report is included in the Form S-4, ask them to revise the consent accordingly. Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Peter J. Shea
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United States securities and exchange commission logo
December 18, 2023
Guillermo Trias
Chief Executive Officer
Tidal Commodities Trust I
c/o Toroso Investments, LLC
234 West Florida Street
Suite 203
Milwaukee, WI 53204
Re:Tidal Commodities Trust I
Amendment No. 1 to
Registration Statement on Form S-4
Filed December 7, 2023
File No. 333-275227
Dear Guillermo Trias:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 30, 2023 letter.
Amendment No. 1 to Registration on Form S-4
Further Information About the Acquired Fund
Management's Discussion and Analysis of Financial Condition..., page 39
1.In response to comment 10, you only provided information for the interim period. Please
revise your MD&A to include information for the period from commencement of
operations (September 15, 2022) through December 31, 2022, or tell us why you are not
required to provide the information.
FirstName LastNameGuillermo Trias
Comapany NameTidal Commodities Trust I
December 18, 2023 Page 2
FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
December 18, 2023
Page 2
Further Information About the Acquiring Fund
The Sponsor, page 54
2.We note your revised disclosure in response to comment 11 that FTV-Toroso, Inc. holds
approximately 24.9% of Tidal. Please further revise to identify the natural person(s) who
have voting and/or investment control of the membership interests held by FTV-Toroso,
Inc.
Calculating NAV, page 63
3.You disclose that in determining the value of Bitcoin Futures Contracts, the Acquiring
Fund uses the settlement price for the Benchmark Component Futures Contracts, as
reported on the CME, except that the “fair value” of Bitcoin Futures Contracts may be
used when Bitcoin Futures Contracts close at their price fluctuation limit for the day. You
also disclose that 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 and that 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 Acquiring Fund would
value its Bitcoin Futures Contracts by using the settlement price that the CME publishes.
Please reconcile and clarify these disclosures, including the circumstances in which the
fair value would be utilized and how the "fair value" would be determined and if in
accordance with U.S. GAAP.
Acquiring Fund Financial Statements
Note 1. Organization and Significant Accounting Policies
Calculation of Net Asset Value, page F-8
4.The disclosures added in response to comment 15 refer to a description of fair value
below that note which does not appear to be included. Revise to include the description of
fair value.
Acquired Fund Financial Statements
Report of Independent Registered Public Accounting Firm, page F-10
5.In responding to comment 16, the auditors removed the definition of the term PCAOB.
Please ask them to revise to state, if true, that they are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States).
Exhibits
6.We note that it is a condition of the Merger for both you and Teucrium to receive legal
opinions regarding the federal income tax consequences of the Merger. Please file the tax
opinion addressed to Teucrium as Exhibit 8.2.
7.Refer to Exhibit 23.3 and your response to comment 19. Please request Tait, Weller
& Baker LLP to state whether or not they consent to the reference to them in the Experts
FirstName LastNameGuillermo Trias
Comapany NameTidal Commodities Trust I
December 18, 2023 Page 3
FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
December 18, 2023
Page 3
section. Further, the consent refers to their consent to the incorporation by reference of
their report. As we note that their report is included in the Form S-4, ask them to revise
the consent accordingly.
Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Peter J. Shea