SecProbe.io

CORRESP
 1
 filename1.htm

 Eversheds Sutherland (US) LLP
 700 Sixth Street, NW, Suite 700
 Washington, DC 20001-3980
 D: +1 202. 220.8412
 ericsimanek@eversheds-sutherland.us

 March 25, 2025

 VIA EDGAR

 Lulu Cheng

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F. Street N.E.

 Washington, D.C. 20549

 Re: Tidal Commodities Trust I
 Post-Effective Amendment No. 1 to Registration Statement
on Form S-1

 File No. 333-276254

 Dear Ms. Cheng:

 This letter sets forth our response to the oral comment
received on March 6, 2025, regarding Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (the “Amendment”)
filed by Tidal Commodities Trust I (the “Registrant”) on February 21, 2025. Unless otherwise noted, capitalized terms have
the same meanings as used in the Amendment.

 Set forth below is the comment and the Registrant’s
response thereto.

 1. Comment : We note that you incorporate information
by reference into the Amendment. Since you have not filed the Form 10-K for the fiscal year ended December 31, 2024, you are not eligible
to incorporate by reference. See General Instruction VII.C of Form S-1. Please file the Annual Report on Form 10-K for the fiscal year
ended December 31, 2024, and amend the Amendment to update the incorporation by reference disclosure accordingly.

 Response : The Registrant notes that it filed,
on March 25, 2025, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Therefore, it is now eligible to
incorporate the Annual Report by reference and has revised the disclosure to appropriately incorporate the Annual Report.

 Best regards,

 /s/ Eric Simanek

 Eric Simanek

 202-220-8412

 ericsimanek@eversheds-sutherland.us

CORRESP
1
filename1.htm

Tidal
Commodities Trust I

c/o Tidal Investments
LLC

234 West Florida
Street

Suite 203

Milwaukee, WI
53204

March 22, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

    Re:

    Tidal Commodities Trust I (File No. 333-276254)

    Hashdex Bitcoin ETF

    Registration Statement on Form S-1

    Request for Acceleration

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Tidal Commodities Trust I hereby requests that the effective date of the above-referenced Registration
Statement be accelerated to March 26, 2024, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable.

If you have any questions regarding
the matters discussed above, please do not hesitate to contact Peter Shea at (212) 536-3988, or in his absence, Brian Doyle-Wenger at
(615) 780-6718.

Sincerely,

Tidal Commodities Trust I

By: Tidal Investment LLC as Sponsor

By: /s/ Guillermo Trias

Name: Guillermo Trias

Title: Chief Executive Officer of the Sponsor

cc:

Ms. Sandra Hunter Berkheimer, Division of Corporation Finance

Mr. Justin Dobbie, Division of Corporation Finance

Ms. Sonia Bednarowski, Division of Corporation Finance

Mr. Eric Envall, Division of Corporation Finance

Ms. Michelle Miller, Division of Corporation Finance

Ms. Kate Tillan, Division of Corporation Finance

Mr. Guillermo Trias, Tidal Financial Group

Mr. Daniel Carlson, Tidal Financial Group

Mr. Michael Pellegrino, Tidal Financial Group

Mr. Brian Doyle-Wenger, K&L Gates
LLP

CORRESP
1
filename1.htm

  March 18, 2024

  Peter J. Shea

Peter.Shea@klgates.com

T +1 212 536 3988

F +1 212 536 3901

Via
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

    Re:
    Tidal
Commodities Trust I (File No. 333-276254)

Hashdex Bitcoin ETF

Amendment No. 6 to Registration Statement on Form S-1

Dear Ladies and Gentlemen:

On behalf of our client, Tidal Commodities Trust I, a Delaware statutory
trust (the “Registrant”), which will operate, as a separate series of the Registrant, the Hashdex Bitcoin ETF (the
“Fund”), we are filing together with this correspondence Pre-Effective Amendment No. 6 (“Amendment”)
to the Registrant’s registration statement on Form S-1 (“Registration Statement”) (File No. 333-276254). The
Amendment provides the Registrant’s responses to comments of the National Futures Association (the “NFA”) presented
in the NFA’s comment letter dated March 13, 2024 (“NFA Comment Letter”), addressing Pre-Effective Amendment No.
5 to the Registration Statement that was filed by the Registrant on March 5, 2024 (“Pre-Effective Amendment No. 5”).

The Registrant notes the
only revisions to Pre-Effective Amendment No. 5 were to the sections “PROSPECTUS SUMMARY – Breakeven Analysis” and “THE
SPONSOR – Management of the Sponsor”. Please be advised that we are also providing the materials listed below in supplement
to this correspondence:

 · NFA Comment Letter; and

 · A response letter dated March 18, 2024 from
my partner, Cheryl Isaac, on behalf of the Registrant and the Sponsor responding to the NFA Comment Letter.

If you have any questions
regarding the matters discussed above, please do not hesitate to contact me at (212) 536-3988, or in my absence, Brian Doyle-Wenger at
(615) 780-6718.

  Sincerely,

  /s/ Peter J. Shea

  Peter J. Shea

 cc: Ms. Sandra Hunter Berkheimer, Division of Corporation Finance

Mr. Justin Dobbie, Division
of Corporation Finance

Ms. Sonia Bednarowski, Division
of Corporation Finance

Mr. Eric Envall, Division of Corporation Finance

Ms. Michelle Miller, Division
of Corporation Finance

Ms. Kate Tillan, Division
of Corporation Finance

Mr. Guillermo Trias, Tidal
Financial Group

Mr. Daniel Carlson, Tidal
Financial Group

Mr. Michael Pellegrino, Tidal
Financial Group

Mr. Brian Doyle-Wenger, K&L
Gates LLP

    1

Exhibit A

March 13, 2024

Sent via Electronic Mail

Mr. Michael Venuto

234 West Florida Street

Suite 203

Milwaukee, WI 53204

mvenuto@tidalfg.com

 Re: Hashdex Bitcoin Futures ETF

Pool ID #170550

Tidal Commodities Trust I

Pool ID #184748

Dear Mr. Venuto:

NFA has reviewed the February 16, 2024
disclosure document (Document) that was received on March 6, 2024 and noted several items that do not comply with NFA Rules and CFTC Regulations.
Before Tidal Investments LLC uses the Document to solicit participants, you will need to make all of the corrections listed below and
resubmit the Document to NFA.

 1. The break-even point does not appear to be
accurate based upon the estimated income and expenses included in the analysis.

 2. NFA noted the basis for the estimated brokerage
commissions and fees included in the analysis has not changed since the prior filing, however the estimated amount has changed significantly
since the prior filing. Please include in your response to this letter the reason for this change. Further, as discussed, please ensure
that all revenues and expenses are determined using the fund's current net assets or net asset value per share as applicable.

 3. As of March 11, 2024, Erik Falkeis is pending
as a Principal of Tidal Investments LLC. If the final dated copy of the Document will be dated as of a date subsequent to this, the revised
submission should identify him as a pending or listed Principal of the Sponsor as well as include as part of his business background the
effective date of his Principal listing.

 4. Upon completion, the Document and the Statement
of Additional Information must be dated.

 5. Upon resubmitting the Document, NFA requests that
a copy of any comments received from the SEC be included. These comments will assist NFA in its effort to make the review process as efficient
as possible.

320 South Canal, Suite 2400   |   Chicago, IL 60606   |   312-781-1300
  |   www.nfa.futures.org

Please be advised that this Document may not be used to
solicit participants until the above comments have been corrected, a revised Document has been filed, and the firm has received an acceptance
notification from NFA. The use of this Document without NFA's acceptance will result in violations of NFA Rules and CFTC Regulations and
could subject the firm to possible disciplinary action.

To facilitate NFA's review and acceptance
process, the resubmission of this Document must include two attachments, one that is a clean copy and one that is "marked" to
identify the deletions and additions that have been made to this Document. NFA will reject any future filings of this Document not in
this format.

If I may be of assistance to you as
you make the revisions, feel free to contact me at 312-781-1457.

  Sincerely,

  Jane Pfeiffer

Compliance Department

320 South Canal, Suite 2400   |   Chicago, IL 60606   |
312-781-1300   |   www.nfa.futures.org

Exhibit B

    March 18, 2024

    Cheryl L. Isaac

    cheryl.isaac@klgates.com

    Jane Pfeiffer

    Compliance Department

    National Futures Association

    T +1 202 778 9089

    320 South Canal, Suite 2400

    F +1 202 778 9100

    Chicago, IL 60606

    Re: Hashdex Bitcoin Futures ETF Pool ID #170550

Dear Ms. Pfeiffer:

This letter is in response to the comments received from the National Futures
Association (NFA) on March 13, 2024 with respect to the Hashdex Bitcoin Futures ETF (NFA Pool ID #170550). K&L Gates LLP is outside
counsel to Tidal Investments LLC (NFA ID #0526060), the commodity pool operator for the Hashdex Bitcoin Futures ETF, and we are sending
these responses on Tidal’s behalf.

Below, we respond in line to each of the NFA’s
comments:

 1. The break-even point does not appear to be accurate based upon the estimated income and expenses
included in the analysis.

The calculations for the breakeven point in the Disclosure Document
have been updated to accurately reflect the estimated income and expenses.

 2. NFA noted the basis for the estimated brokerage commissions and fees included in the analysis has
not changed since the prior filing, however the estimated amount has changed significantly since the prior filing. Please include in your
response to this letter the reason for this change. Further, as discussed, please ensure that all revenues and expenses are determined
using the fund's current net assets or net asset value per share as applicable.

The basis for estimated commissions and fees has been updated and
should now be correct in the Disclosure Document. The revenues and expenses have also been updated to reflect the fund’s current
net assets and net asset value, as applicable.

 3. As of March 11, 2024, Eric Falkeis is pending as a Principal of Tidal Investments LLC. If the final
dated copy of the Document will be dated as of a date subsequent to this, the revised submission should identify him as a pending or listed
Principal of the Sponsor as well as include as part of his business background the effective date of his Principal listing.

This has been corrected
in the Disclosure Document, and Eric Falkeis is now listed as a pending Principal of Tidal Investments LLC. Mr. Falkeis has completed
and filed Form 8-R with the NFA, but has not yet submitted his fingerprint card. He will be listed as “pending” until he completes
all of his NFA principal filing requirements.

K&L
GATEs LLP

1601 K Street NW
Washington DC 20006

T +1 202 778 9000 F +1 202 778 9100
klgates.com

 4. Upon completion, the Document and the Statement of Additional Information must be dated.

Tidal acknowledges this requirement
and agrees that it will date the Disclosure Document and Statement of Additional Information once finalized.

 5. Upon resubmitting the Document, NFA requests that a copy of any comments received from the SEC be included.
These comments will assist NFA in its effort to make the review process as efficient as possible.

The SEC has confirmed that it has no further
comments on the Hashdex Bitcoin Futures ETF, so we will not be including any SEC correspondence in this submission to the NFA.

We believe our responses should address all of the
NFA’s comments and concerns, but please do not hesitate to reach out with any additional comments or questions.

    Sincerely,

    /s/ Cheryl L. Isaac

    Cheryl L. Isaac

    Partner, K&L Gates LLP

K&L
GATEs LLP

1601 K Street NW
Washington DC 20006

T +1 202 778 9000 F +1 202 778 9100
klgates.com

United States securities and exchange commission logo
March 8, 2024
Guillermo Trias
Chief Executive Officer/President of the Sponsor
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. 5 to Registration Statement of Form S-1
Filed March 5, 2024
File No. 333-276254
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 February 27, 2024 letter.
Amendment No. 5 to Registration Statement on Form S-1
General
1.Refer to your response to comment 1 in our January 17, 2024 comment letter. While we
do not have any further comments at this time regarding your response, please confirm
your understanding that our decision not to issue additional comments should not be
interpreted to mean that we either agree or disagree with your response, including any
conclusions you have made, positions you have taken and practices you have engaged in
or may engage in with respect to this matter.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 March 8, 2024 Page 2
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
March 8, 2024
Page 2
            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 Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

    March 8, 2024

    Peter J. Shea

Peter.Shea@klgates.com

    T +1 212 536 3988

    F +1 212 536 3901

Via
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

    Re:

    Tidal Commodities Trust I (File No. 333-276254)

    Hashdex Bitcoin ETF

    Comment Response

Dear Ladies and Gentlemen:

On behalf of our client,
Tidal Commodities Trust I, a Delaware statutory trust (the “Registrant”), which will operate, as a separate series
of the Registrant, the Hashdex Bitcoin ETF (the “Fund”), we are filing this correspondence to provide the Registrant’s
response to a comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
presented in the Staff’s comment letter dated March 8, 2024 (“Comment Letter”), addressing Pre-Effective Amendment
No. 5 to the Registration Statement that was filed by the Registrant on March 5, 2024 (File No. 333-276254) (the “Registration
Statement”).

The Staff’s comment
from the Comment Letter is repeated below in italics and followed by the Registrant’s response.

Amendment No. 5 to Registration Statement on Form
S-1

General

 1. Refer to your response to comment 1 in our January 17, 2024 comment letter. While we do not have any
further comments at this time regarding your response, please confirm your understanding that our decision not to issue additional comments
should not be interpreted to mean that we either agree or disagree with your response, including any conclusions you have made, positions
you have taken and practices you have engaged in or may engage in with respect to this matter.

RESPONSE:

On behalf of the Registrant, we
confirm the Registrant’s understanding that the Staff’s decision not to issue additional comments concerning the Registration
Statement should not be interpreted to mean that the Staff and the Commission either agree or disagree with the Registrant’s responses
to prior Staff comments, including any conclusions the Registrant has made, positions the Registrant has taken and practices the Registrant
has engaged in or may engage in with respect to this matter.

*   	*   	*   	*

The Registrant and the
Sponsor acknowledge that they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the Staff.

If you have any questions
regarding the matters discussed above, please do not hesitate to contact me at (212) 536-3988, or in my absence, Brian Doyle-Wenger at
(615) 780-6718.

  Sincerely,

  /s/ Peter J. Shea

  Peter J. Shea

    cc:
    Ms. Sandra Hunter Berkheimer, Division of Corporation Finance

    Mr. Justin Dobbie, Division of Corporation Finance

    Ms. Sonia Bednarowski, Division of Corporation Finance

    Mr. Eric Envall, Division of Corporation Finance

    Ms. Michelle Miller, Division of Corporation Finance

    Ms. Kate Tillan, Division of Corporation Finance

    Mr. Guillermo Trias, Tidal Financial Group

    Mr. Daniel Carlson, Tidal Financial Group

    Mr. Michael Pellegrino, Tidal Financial Group

    Mr. Brian Doyle-Wenger, K&L Gates LLP

    2

CORRESP
1
filename1.htm

  March 5, 2024

  Peter J. Shea

Peter.Shea@klgates.com

T +1 212 536 3988

F +1 212 536 3901

Via
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

    Re:
    Tidal Commodities Trust I (File No. 333-276254)

Hashdex Bitcoin ETF

Amendment No. 5 to Registration Statement on Form S-1 & Comment Response

Dear Ladies and Gentlemen:

On behalf of our client, Tidal
Commodities Trust I, a Delaware statutory trust (the “Registrant”), which will operate, as a separate series of the
Registrant, the Hashdex Bitcoin ETF (the “Fund”), we are filing together with this correspondence Pre-Effective Amendment
No. 5 (“Amendment”) to the Registrant’s registration statement on Form S-1 (“Registration Statement”)
(File No. 333-276254). The Amendment and this correspondence provide the Registrant’s responses to comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) presented in the Staff’s comment letter dated February
27, 2024 (“Comment Letter”), addressing Pre-Effective Amendment No. 4 to the Registration Statement that was filed
by the Registrant on February 20, 2024.

Each of the Staff’s
comments from the Comment Letter is repeated below in italics and followed by the Registrant’s response. Capitalized terms used,
but not defined, herein are used with the same meaning given to them in the Amendment. Any disclosure changes made in response to the
Staff’s comments, as set forth below, in one place are also made in other applicable places of the prospectus contained in the Amendment.

Amendment No. 4 to Registration Statement on
Form S-1

Prospectus Summary

The Fund’s Current Net Assets and Year
to Date Performance, page 1

 1. Refer to your response to comment 1. Please revise to disclose the number of Shares outstanding as
of the most recent practicable date.

RESPONSE:

The prospectus contained in
the Amendment (“Prospectus”) has been revised to include updated disclosure.

The Offering

Fund Expenses, page 10

 2. Refer to your response to comments 2 and 3. It appears that the Trust indemnifies the Bitcoin Custodian
pursuant to the Bitgo Custodial Services Agreement. Please revise your disclosure on page 10 to clarify whether indemnification expenses
owed pursuant to the Bitgo Custodial Service Agreement are allocated by the Sponsor, using its pro rata methodology, to each of the Trust's
series in existence at the occurrence of any such expense.

RESPONSE:

The suggested clarifications
have been added where appropriate in the Prospectus.

 3. You disclose that the Fund is the successor and surviving entity from the merger (the “Merger”)
into the Fund of Hashdex Bitcoin Futures ETF (the “Predecessor Fund”) that is a series of the Teucrium Commodity Trust (the
“Predecessor Trust”) sponsored by Teucrium Trading, LLC (“Prior Sponsor”) that closed on January 3, 2024. Please
enhance your disclosures, consistent with your merger disclosures, that because Acquired Fund shareholders will own one share of the Acquiring
Fund interest for each share of the Acquired Fund they owned prior to the Merger, the Acquiring Fund unaudited pro forma equivalent data
will be the same as the corresponding unaudited pro forma combined data and therefore has not been presented.

RESPONSE:

The Prospectus has been revised
to include updated disclosure.

Financial Statements, page F-1

 4. Please include updated audited financial statements for both Tidal Commodities Trust I and Hashdex
Bitcoin Futures ETF, a series of the Teucrium Commodity Trust (“Predecessor”) as of and for the period ended December 31,
2023. Refer to Rule 8-08 of Regulation S-X.

RESPONSE:

The Prospectus has been revised
to include updated disclosure.

*          *          *          *

The Registrant and the Sponsor
acknowledge that they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of action by the Staff.

Please be advised that we
are also providing to the Staff the materials listed below in supplement to this correspondence:

 ● A comment letter dated February 28, 2024, from
the National Futures Association (“NFA”) regarding the Registration Statement (the “NFA Comment Letter”); and

    2

 ● A response letter dated March 5, 2024 from my
partner, Cheryl Isaac, on behalf of the Registrant and the Sponsor responding to the NFA Comment Letter.

Please be advised that in
addition to the changes to the Prospectus prompted by the Staff’s comments, other changes have been made to the Prospectus in response
to the NFA Comment Letter.

If you have any questions
regarding the matters discussed above, please do not hesitate to contact me at (212) 536-3988, or in my absence, Brian Doyle-Wenger at
(615) 780-6718.

  Sincerely,

/s/ Peter J. Shea

Peter J. Shea

 cc: Ms. Sandra Hunter Berkheimer, Division of Corporation Finance

Mr. Justin Dobbie, Division
of Corporation Finance

Ms. Sonia Bednarowski, Division
of Corporation Finance

Ms. Michelle Miller, Division
of Corporation Finance

Ms. Kate Tillan, Division
of Corporation Finance

Mr. Guillermo Trias, Tidal
Financial Group

Mr. Daniel Carlson, Tidal
Financial Group

Mr. Michael Pellegrino, Tidal
Financial Group

Mr. Brian Doyle-Wenger, K&L
Gates LLP

    3

Exhibit A

February
28, 2024

Sent via Electronic Mail

Mr. Michael Venuto

Tidal Financial Group

234 West Florida Street

Suite 203

Milwaukee, WI 53204

mvenuto@tidalfg.com

 Re: Hashdex Bitcoin Futures ETF

Pool ID #170550

Tidal Commodities Trust I

Pool ID #184748

Dear Mr. Venuto:

NFA has reviewed the February 16, 2024
disclosure document (Document) that was received on February 21, 2024 and noted several items that do not comply with NFA Rules and CFTC
Regulations. Before Tidal Investments, LLC uses the Document to solicit participants, you will need to make all of the corrections listed
below and resubmit the Document to NFA.

 1. It is still unclear from reading the Document how the estimated
interest income included in the break-even calculation is derived. NFA reviewed your response to our earlier Comment Letter noting that
you indicated that interest income is based, at least in part, upon the notional value of the bitcoin futures contracts held rather than
the cash on deposit in the pool's account at the clearing broker. Please provide NFA with information to support that this is in fact
the case. It would also be helpful to provide NFA with the calculation used to arrive at the assumed interest income included in the
analysis.

 2. NFA reviewed your response to NFA's previous Comment Letter in which you indicated that certain changes
with respect to performance results would only be made to the final dated copy. Be advised that NFA is unable to accept the Document until
all comments have been satisfactorily addressed. Tidal Investments, LLC should not file a final dated copy of the Document until an Acceptance
Letter has been received.

 3. Upon completion, the Document and the Statement of Additional Information must be dated.

 4. Both of the Documents filed with NFA appear to be marked to identify changes made since the prior filing.
Please be advised that subsequent filings must include both a clean and a marked copy of the Document.

320 South Canal, Suite 2400   |   Chicago, IL 60606   |   312-781-1300
  |   www.nfa.futures.org

 5. Upon resubmitting the Document, NFA requests that a copy of any comments received from the SEC be included. These comments will assist
NFA in its effort to make the review process as efficient as possible.

Please be advised that this Document
may not be used to solicit participants until the above comments have been corrected, a revised Document has been filed, and the firm
has received an acceptance notification from NFA. The use of this Document without NFA's acceptance will result in violations of NFA Rules
and CFTC Regulations and could subject the firm to possible disciplinary action.

To facilitate NFA's review and acceptance
process, the resubmission of this Document must include two attachments, one that is a clean copy and one that is "marked" to
identify the deletions and additions that have been made to this Document. NFA will reject any future filings of this Document not in
this format.

If I may be of assistance to you as you
make the revisions, feel free to contact me at 312-781-1457.

  Sincerely,

  Jane Pfeiffer

Compliance Department

320 South Canal, Suite 2400   |   Chicago, IL 60606   |
312-781-1300   |   www.nfa.futures.org

Exhibit B

March 5, 2024

Cheryl L. Isaac

cheryl.isaac@klgates.com

Jane Pfeiffer

Compliance Department

National Futures Association

320 South Canal, Suite 2400

Chicago, IL 60606

T +1 202 778 9089

F +1 202 778 9100

Re:	Hashdex Bitcoin
Futures ETF Pool ID #170550

Dear Ms. Pfeiffer:

This letter is in response to the comments
received from the National Futures Association (NFA) on February 28, 2024 with respect to the Hashdex Bitcoin Futures ETF (NFA Pool ID
#170550). K&L Gates LLP is outside counsel to Tidal Investments LLC (NFA ID #0526060), the commodity pool operator for the Hashdex
Bitcoin Futures ETF, and we are sending these responses on Tidal’s behalf.

Below, we respond in line to each of the NFA’s
comments:

 1. It is still unclear from reading the Document how the estimated interest income included in the break-even
calculation is derived. NFA reviewed your response to our earlier Comment Letter noting that you indicated that interest income is based,
at least in part, upon the notional value of the bitcoin futures contracts held rather than the cash on deposit in the pool's account
at the clearing broker. Please provide NFA with information to support that this is in fact the case. It would also be helpful to provide
NFA with the calculation used to arrive at the assumed interest income included in the analysis.

Tidal’s initial break-even
calculation was unclear because it was based on a projected AUM of $50,000,000 rather than the ETF’s assets as of December 31, 2023,
which were $2,500,000. Based on updated calculations using AUM of $2,500,00, the correct interest income for the break-even calculation
is $0.06 and is reflected in the attached amendment to the Disclosure Document. The amount of interest included in break-even analysis
was derived from the 5% of the Fund’s assets (assuming assets of approximately $2.5 million) that can be invested in bitcoin futures
contracts and cash and cash equivalents. The amount of interest attributed to the bitcoin futures contracts is based on the notional value
of the bitcoin futures contracts after subtracting the amount of margin, which is estimated at 25 percent, required to purchase the bitcoin
futures contracts.

 2. NFA reviewed your response to NFA's previous Comment Letter in which you indicated that certain changes
with respect to performance results would only be made to the final dated copy. Be advised that NFA is unable to accept the Document until
all comments have been satisfactorily addressed. Tidal Investments, LLC should not file a final dated copy of the Document until an Acceptance
Letter has been received.

K&L
GATEs LLP

1601 K Street NW
Washington DC 20006

T +1 202 778 9000 F +1 202 778 9100
klgates.com

Tidal acknowledges
and agrees that it will not file a final dated copy of the Disclosure Document until it receives an Acceptance Letter from the NFA.

 3. Upon completion, the Document and the Statement of Additional Information must be dated.

Tidal acknowledges this requirement
and agrees that it will date the Disclosure Document and Statement of Additional Information once finalized.

 4. Both of the Documents filed with NFA appear to be marked to identify changes made since the prior filing.
Please be advised that subsequent filings must include both a clean and a marked copy of the Document.

Tidal confirms that it will
include both a clean and marked copy of the Disclosure Document with this and any future filings.

 5. Upon resubmitting the Document, NFA requests that a copy of any comments received from the SEC be included.
These comments will assist NFA in its effort to make the review process as efficient as possible.

Along with this response letter, we have included
Tidal’s latest correspondence with the SEC, reflecting comments received and Tidal’s responses thereto.

We believe our responses should address all of the
NFA’s comments and concerns, but please do not hesitate to reach out with any additional comments or questions.

Sincerely,

/s/ Cheryl L. Isaac

Cheryl L. Isaac

Partner, K&L Gates LLP

K&L
GATEs LLP

1601 K Street NW
Washington DC 20006

T +1 202 778 9000 F +1 202 778 9100
klgates.com

United States securities and exchange commission logo
February 27, 2024
Guillermo Trias
Chief Executive Officer/President of the Sponsor
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. 4 to Registration Statement of Form S-1
Filed February 20, 2024
File No. 333-276254
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 February 13, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
Prospectus Summary
The Fund's Current Net Assets and Year to Date Performance, page 1
1.Refer to your response to comment 1. Please revise to disclose the number of Shares
outstanding as of the most recent practicable date.
The Offering
Fund Expenses, page 10
2.Refer to your response to comments 2 and 3. It appears that the Trust indemnifies the
Bitcoin Custodian pursuant to the Bitgo Custodial Services Agreement. Please revise your
disclosure on page 10 to clarify whether indemnification expenses owed pursuant to the

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 February 27, 2024 Page 2
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
February 27, 2024
Page 2
Bitgo Custodial Service Agreement are allocated by the Sponsor, using its pro rata
methodology, to each of the Trust's series in existence at the occurrence of any such
expense.
The Offering
The Fund in General, page 35
3.You disclose that the Fund is the successor and surviving entity from the merger (the
“Merger”) into the Fund of Hashdex Bitcoin Futures ETF (the “Predecessor Fund”) that is
a series of the Teucrium Commodity Trust (the “Predecessor Trust”) sponsored by
Teucrium Trading, LLC (“Prior Sponsor”) that closed on January 3, 2024. Please enhance
your disclosures, consistent with your merger disclosures, that because Acquired Fund
shareholders will own one share of the Acquiring Fund interest for each share of the
Acquired Fund they owned prior to the Merger, the Acquiring Fund unaudited pro forma
equivalent data will be the same as the corresponding unaudited pro forma combined data
and therefore has not been presented.
Financial Statements, page F-1
4.Please include updated audited financial statements for both Tidal Commodities Trust I
and Hashdex Bitcoin Futures ETF, a series of the Teucrium Commodity Trust
(“Predecessor”) as of and for the period ended December 31, 2023. Refer to Rule 8-08 of
Regulation S-X.
            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 Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

    February
    21, 2024
    Cheryl
    L. Isaac

    cheryl.isaac@klgates.com

    Jane
    Pfeiffer

    Compliance
    Department
    T
    +1 202 778 9089

    National
    Futures Association
    F
    +1 202 778 9100

    320
    South Canal, Suite 2400

    Chicago,
    IL 60606

 Re: Hashdex
Bitcoin Futures ETF Pool ID #170550

Dear
Ms. Pfeiffer:

This
letter is in response to the comments received from the National Futures Association (NFA) on February 9, 2024 with respect to the Hashdex
Bitcoin Futures ETF (NFA Pool ID #170550). K&L Gates LLP is outside counsel to Tidal Investments LLC (NFA ID #0526060), the commodity
pool operator for the Hashdex Bitcoin Futures ETF, and we are sending these responses on Tidal’s behalf.

Below,
we respond in line to each of the NFA’s comments:

 1. Provide
                                            a written response explaining how the amount of interest income included in the break-even
                                            analysis was derived. This is unclear based upon the Document's disclosure that only 5% of
                                            assets are assumed to earn interest at a rate of 5%.

Pursuant
to the Fund’s investment strategies, the Fund will invest at least 95% of the Fund’s assets in bitcoin and up to 5% of the
Fund’s assets in bitcoin futures contracts and cash and cash equivalents. The amount of interest included in break-even analysis
was derived from the 5% of the Fund’s assets that can be invested in bitcoin futures contracts and cash and cash equivalents. The
amount of interest attributed to the bitcoin futures contracts is based on the notional value of the bitcoin futures contracts after
subtracting the amount of margin required to purchase the bitcoin futures contracts.

 2. The
                                            Document indicates that the assumed net asset value of the pool for purposes of calculating
                                            interest income is $50,000,000. Provide a written response explaining the basis for this
                                            assumption given the authorized purchasers, creation basket size and current NAV per share.

The
$50 million estimate is a forward-looking estimate based on Tidal’s assessment of the potential growth of the Fund. The estimate
assumes four authorized purchasers, a creation basket size of 10,000 shares, and a current NAV per share of $61.44 as of February 16,
2024.

 3. On
                                            page 60 of the marked copy, the Document states that initial start-up expenses which are
                                            to be paid by the Sponsor are estimated to be approximately $160,000, however on page 10,
                                            the Document states that such expenses are estimated to be $270,000.

K&L
Gate K&L Gates LLP

1601
K Street NW Washington DC 20006

T
+1 202 778 9000 F +1 202 778 9100 klgates.com

This
has been corrected in the Disclosure Document.

 4. NFA
                                            noted it appears the Sponsor has lowered its management fee. The amount of the management
                                            fee now appears to equal the estimated routine expenses of the pool. Provide a written response
                                            explaining whether such reduction in fees is considered temporary or will be offered for
                                            only a limited time frame. If not, explain how the Sponsor will pay the expenses of the fund
                                            should they exceed the Sponsor's management fee income.

Tidal
agreed to permanently decrease its management fee to 0.90% and has the financial resources to pay the expenses of the Fund, if the Fund’s
expenses exceed Tidal’s management fee income. However, if the Fund’s net assets fail to consistently remain above $20 million,
Tidal may be forced to resign as sponsor or terminate the Fund. The Disclosure Document includes a discussion of this risk under the
section - “Fund’s Operating Risks - The Fund could terminate at any time and cause the liquidation and potential loss of
your investment and could upset the overall maturity and timing of your investment portfolio.”

 5. On
                                            page 36 of the marked copy, under the section "Prior Performance of the Fund,"
                                            the Document must make it clear that the performance presented is that of the predecessor
                                            fund, the Hashdex Bitcoin Futures ETF. The Document currently states that the Hashdex Bitcoin
                                            ETF commenced trading on September 15, 2022.

This
has been corrected in the Disclosure Document.

 6. Under
                                            the heading "Discussion of Fund Performance" included on page 37 of the marked
                                            copy, the Document still only references performance through June 2023 when in fact the Document
                                            has been updated to include performance through December 2023. As a result, it would appear
                                            that the Document should also discuss the performance of the fund over the last six months
                                            of the year.

This
has been corrected in the Disclosure Document.

 7. NFA
                                            noted the 2023 annual rate of return for the Ionic Inflation Protection ETF still appears
                                            inaccurate as does the 2023 return for the Return Stacked Bonds & Managed Futures ETF.

Tidal
filed an amendment to the Disclosure Document with the SEC, a copy of which is being provided to the NFA with this correspondence, in
response its last round of SEC and NFA comments before hearing back from the NFA on how it calculated these annual rates of return in
response to this comment no. 7. Consequently, Tidal plans to include these corrected annual rates of return in the final, dated Disclosure
Document rather than in an additional amendment unless any further SEC or NFA comment requires a material change to the Disclosure Document.
We note that these annual rates of return do not relate directly to the Hashdex Bitcoin Futures ETF, and further formal amendment to
include this corrected information would be unwarranted.

K&L
Gate K&L Gates LLP

1601
K Street NW Washington DC 20006

T
+1 202 778 9000 F +1 202 778 9100 klgates.com

In
the event that the SEC or NFA have any further comments necessitating an additional formal amendment to the Disclosure Document, Tidal
will include the correction in response to this comment no. 7 in such further amendment and submit any such amendment to the NFA.

 8. Upon
                                            completion, the Document and the Statement of Additional Information must be dated.

Tidal
acknowledges this requirement and agrees that it will date the Disclosure Document and Statement of Additional Information once finalized.

 9. Upon
                                            resubmitting the Document, NFA requests that a copy of any comments received from the SEC
                                            be included. These comments will assist NFA in its effort to make the review process as efficient
                                            as possible.

Along
with this response letter, we have included Tidal’s latest correspondence with the SEC, reflecting comments received and Tidal’s
responses thereto.

We
believe our responses should address all of the NFA’s comments and concerns, but please do not hesitate to reach out with any additional
comments or questions.

  Sincerely,

/s/ Cheryl L. Isaac

Cheryl
L. Isaac

Partner,
K&L Gates LLP

K&L
Gate K&L Gates LLP

1601
K Street NW Washington DC 20006

T
+1 202 778 9000 F +1 202 778 9100 klgates.com

CORRESP
1
filename1.htm

  February 20, 2024

                         Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street, N.E.

Washington,
DC 20549

                         Peter J. Shea

Peter.Shea@klgates.com

T +1 212 536 3988

F +1 212 536 3901

    Re:
    Tidal
    Commodities Trust I (File No. 333-276254)

    Hashdex
    Bitcoin ETF

    Amendment
    No. 4 to Registration Statement on Form S-1 & Comment Response

Dear
Ladies and Gentlemen:

On
behalf of our client, Tidal Commodities Trust I, a Delaware statutory trust (the “Registrant”), which will operate,
as a separate series of the Registrant, the Hashdex Bitcoin ETF (the “Fund”), we are filing together with this
correspondence Pre-Effective Amendment No. 4 (“Amendment”) to the Registrant’s registration statement on Form
S-1 (“Registration Statement”) (File No. 333-276254). The Amendment and this correspondence provide the Registrant’s
responses to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
presented in the Staff’s comment letter dated February 13, 2024 (“Comment Letter”), addressing Pre-Effective
Amendment No. 3 to the Registration Statement that was filed by the Registrant on January 26, 2024.

Each
of the Staff’s comments from the Comment Letter is repeated below in italics and followed by the Registrant’s response. Capitalized
terms used, but not defined, herein are used with the same meaning given to them in the Amendment. Any disclosure changes made in response
to the Staff’s comments, as set forth below, in one place are also made in other applicable places of the prospectus contained
in the Amendment.

Amendment
No. 3 to Registration Statement on Form S-1

Prospectus
Summary

The
Fund’s Current Net Assets and Year to Date Performance, page 1

 1. According
                                            to your website, the total net assets and number of shares outstanding of the Fund have increased
                                            since the end of 2023. Please revise to provide updated disclosure.

RESPONSE:

The
prospectus contained in the Amendment (“Prospectus”) has been revised to include updated disclosure.

K&L Gates LLP

599 Lexington Avenue New York NY 10022-6030

T  +1 212 536 3900  F  +1 212 536 3901  klgates.com

The
Offering

Fund
Expenses, page 10

 2. Refer
                                            to your response to comment 2. We note your revised disclosure on page 10 that "[t]he
                                            Trust may be required to indemnify the Sponsor, and the Trust and/or the Sponsor may be required
                                            to indemnify the Trustee, Marketing Agent or Administrator, under certain unusual or extraordinary
                                            circumstances" and that "[a]ny such indemnification paid by the Trust and/or Sponsor
                                            generally would cover losses incurred by an indemnified party for (1) expenses incurred by
                                            a party when rendering services to the Trust or the Sponsor, (2) expenses arising from a
                                            breach of obligations or non-compliance with laws, or (3) expenses arising out of the formation,
                                            operation or termination of the Trust." Please revise to clarify whether such expenses
                                            would be allocated by the Sponsor using a pro rata methodology that allocates certain Trust
                                            expenses to the Fund and each other series of the Trust in existence at the occurrence of
                                            any such expense according to the relative net asset values of the Fund and each other series
                                            of the Trust or whether these expenses would be paid by the Fund as we note that "[t]he
                                            Fund pays all of its non-recurring and unusual fees and expenses, if any, as determined by
                                            the Sponsor."

RESPONSE:

The
Prospectus has been revised to clarify, as suggested, that such expenses would be allocated by the Sponsor using a pro rata methodology
that allocates certain Trust expenses to the Fund and each other series of the Trust in existence at the occurrence of any such expense
according to the relative net asset values of the Fund and each other series of the Trust.

 3. Refer
                                            to your response to comment 3. Please expand your disclosure on page 10 to clarify that,
                                            pursuant to the Fund's agreement with the Cash Custodian, the Trust is obligated to indemnify
                                            the Cash Custodian, and that, pursuant to the Fund's Sub-Administration Agreement, the Transfer
                                            Agent Servicing Agreement and the Fund Accounting Agreement with Global Fund Services, the
                                            Trust is required to indemnify Global Fund Services. In this regard, we note that your disclosure
                                            on page 10 states that "[t]he Trust may be required to indemnify the Sponsor, and the
                                            Trust and/or the Sponsor may be required to indemnify the Trustee, Marketing Agent or Administrator,
                                            under certain unusual or extraordinary circumstances.

RESPONSE:

The
suggested clarifications have been added where appropriate in the Prospectus.

Operation
of the Fund

Calculating
NAV

The
Futures-Based Spot Price for bitcoin, page 83

 4. Refer
                                            to your response to comment 4. We note your revised disclosure on pages 10 and 83 that "[i]n
                                            the event both the FBSP and the NQBTCS are unavailable, the Sponsor will fair value the Fund’s
                                            bitcoin based on the CME published settlement prices." We note that the FBSP calculation
                                            appears to utilize the CME published settlement prices. Please revise your disclosure to
                                            clarify the difference between the FBSP calculation and the use of the CME published settlement
                                            prices in the event that both the FBSP and NQBTCS are unavailable by describing how the Fund's
                                            bitcoin is calculated using the CME published settlement prices in the event that both the
                                            FBSP and NQBTCS are unavailable. In addition, please describe the criteria the Sponsor will use to determine that the FBSP calculation should not be used
to value the Fund's bitcoin

      2

RESPONSE:

The
suggested revisions have been made where appropriate in the Prospectus.

*    *    *    *

The
Registrant and the Sponsor acknowledge that they are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the Staff.

Please
be advised that we are also providing to the Staff the materials listed below in supplement to this correspondence:

 ● A
                                                                                                                                                                                                                                         comment letter dated February 9, 2024, from the National Futures Association (“NFA”) regarding the Registration
                                                                                                                                                                                                                                         Statement (the “NFA Comment Letter”).

We will be separately
submitting a response letter dated February 20, 2024, from my partner, Cheryl Isaac, on behalf of the Registrant and the Sponsor
responding to the NFA Comment Letter. Please be advised that in addition to the changes to the Prospectus prompted by the
Staff’s comments, other changes have been made to the Prospectus in response to the NFA Comment Letter.

If
you have any questions regarding the matters discussed above, please do not hesitate to contact me at (212) 536-3988, or in my absence,
Brian Doyle-Wenger at (615) 780-6718.

  Sincerely,

  /s/
Peter J. Shea

  Peter
J. Shea

  cc:
  Ms.
Sandra Hunter Berkheimer, Division of Corporation Finance

  Mr.
Justin Dobbie, Division of Corporation Finance

  Ms.
Sonia Bednarowski, Division of Corporation Finance

  Ms.
Michelle Miller, Division of Corporation Finance

  Ms.
Kate Tillan, Division of Corporation Finance

  Mr.
Guillermo Trias, Tidal Financial Group

  Mr. Daniel Carlson, Tidal Financial Group

  Mr. Michael Pellegrino, Tidal Financial Group

  Mr. Brian Doyle-Wenger, K&L Gates LLP

      3

Exhibit
A

      4

      5

United States securities and exchange commission logo
February 13, 2024
Guillermo Trias
Chief Executive Officer/President of the Sponsor
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. 3 to Registration Statement of Form S-1
Filed January 26, 2024
File No. 333-276254
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 January 17, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1
Prospectus Summary
The Fund's Current Net Assets and Year to Date Performance, page 1
1.According to your website, the total net assets and number of shares outstanding of the
Fund have increased since the end of 2023.  Please revise to provide updated disclosure.
The Offering
Fund Expenses, page 10
2.Refer to your response to comment 2.  We note your revised disclosure on page 10 that
"[t]he Trust may be required to indemnify the Sponsor, and the Trust and/or the Sponsor
may be required to indemnify the Trustee, Marketing Agent or Administrator, under

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 February 13, 2024 Page 2
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
February 13, 2024
Page 2
certain unusual or extraordinary circumstances" and that "[a]ny such indemnification paid
by the Trust and/or Sponsor generally would cover losses incurred by an indemnified
party for (1) expenses incurred by a party when rendering services to the Trust or the
Sponsor, (2) expenses arising from a breach of obligations or non-compliance with laws,
or (3) expenses arising out of the formation, operation or termination of the Trust."  Please
revise to clarify whether such expenses would be allocated by the Sponsor using a pro rata
methodology that allocates certain Trust expenses to the Fund and each other series of the
Trust in existence at the occurrence of any such expense according to the relative net asset
values of the Fund and each other series of the Trust or whether these expenses would be
paid by the Fund as we note that "[t]he Fund pays all of its non-recurring and unusual fees
and expenses, if any, as determined by the Sponsor."
3.Refer to your response to comment 3.  Please expand your disclosure on page 10 to clarify
that, pursuant to the Fund's agreement with the Cash Custodian, the Trust is obligated to
indemnify the Cash Custodian, and that, pursuant to the Fund's Sub-Administration
Agreement, the Transfer Agent Servicing Agreement and the Fund Accounting
Agreement with Global Fund Services, the Trust is required to indemnify Global Fund
Services.  In this regard, we note that your disclosure on page 10 states that "[t]he Trust
may be required to indemnify the Sponsor, and the Trust and/or the Sponsor may be
required to indemnify the Trustee, Marketing Agent or Administrator, under certain
unusual or extraordinary circumstances.
Operation of the Fund
Calculating NAV
The Futures-Based Spot Price for bitcoin, page 83
4.Refer to your response to comment 4.  We note your revised disclosure on pages 10 and
83 that "[i]n the event both the FBSP and the NQBTCS are unavailable, the Sponsor will
fair value the Fund’s bitcoin based on the CME published settlement prices."  We note
that the FBSP calculation appears to utilize the CME published settlement prices.  Please
revise your disclosure to clarify the difference between the FBSP calculation and the use
of the CME published settlement prices in the event that both the FBSP and NQBTCS are
unavailable by describing how the Fund's bitcoin is calculated using the CME published
settlement prices in the event that both the FBSP and NQBTCS are unavailable.  In
addition, please describe the criteria the Sponsor will use to determine that the FBSP
calculation should not be used to value the Fund's bitcoin.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 February 13, 2024 Page 3
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
February 13, 2024
Page 3
            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 Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

January 24, 2024

Sent via Electronic Mail

Mr. Michael Venuto

234 West Florida Street

Suite 203

Milwaukee, WI 53204

mvenuto@tidalfg.com

 Re: Hashdex Bitcoin Futures ETF

Pool ID #170550

Dear Mr. Venuto:

NFA has reviewed the December
22, 2023 disclosure document (Document) that was received on January 10, 2024 and noted several items that do not comply with NFA
Rules and CFTC Regulations. Before Tidal Investments LLC uses the Document to solicit participants, you will need to make all of
the corrections listed below and resubmit the Document to NFA.

 1. As the Hashdex Bitcoin Futures ETF will operate as a series of the Tidal Commodity Trust I, Tidal
Investments LLC (Tidal), will need to update its Annual Questionnaire to list the trust as a commodity pool and the offered fund
as a series of the Trust. Please confirm in your response to this letter when this update has been made.

 2. NFA noted Tidal will operate pursuant to the exemption set forth in CFTC Regulation 4.12 (c)(2),
however as of today’s date, no such exemption has been filed.

 3. The termination date of the offering is missing from the Document.

 4. The Risk Disclosure Statement appears to include an inaccurate page reference
to the location where the pool’s expenses are described.

 5. On page 2, the Document includes a statement regarding the fund’s year-to-date net asset value per
share of the fund’s performance for the period January 1, 2023 through December 29, 2023 was 137.10%. This same statement also
appears on page 64 of the marked copy. It is unclear what is meant by this statement. If the return references are depicting the
change in NAV per share over the time period provided, this should be more clearly stated.

 6. Footnote 5 to the breakeven analysis must provide additional explanation as to how the interest and other income was derived.
While the assumed interest rate was included, the footnote should include what percentage of fund assets are assumed to earn interest.
While NFA noted that the Hashdex Bitcoin Futures ETF maintain cash positions of approximately 70% of assets,

 320 South Canal, Suite 2400 | Chicago, IL 60606 | 312-781-1300 | www.nfa.futures.org

per the Document, this is not the case with the
newly offered fund.

 7. On page 18 of the marked copy, under the heading “Inter-Series Limitation on Liability”
states that unusual or extraordinary expenses will be allocated as determined by the Sponsor to be fair and reasonable manner...”
It is unclear what is meant by this sentence.

 8. On page 19 of the marked copy, the Document refers to break even information which appears to be
outdated. For example, it states that the expenses are estimated to be $.27 or .90% of the selling price.

 9. The discussion of fund performance included on page 64 discusses monthly performance
only through June 2023. At a minimum, this discussion should be current within three months of the date of the document.

 10. Required performance information must be current within three months of the date of the Document.
If the Document will be dated as of a date subsequent to December 31, 2023, the performance of the offered pool will need to include
results from at least October 2023.

 11. On page 98 of the marked copy, under “Management of the Sponsor”, the Document should
clarify when Tidal became the pool operator of the Hasdex Bitcoin Futures ETF. Currently, it states that
“the sponsor has sponsored the fund...”.

 12. The business background description for Dan Carlson states that he served as the firm’s Chief Compliance
Officer until 2023. The Document must include both the start and end date that he was in this role including both month and year.

 13. The effective date Gavin Filmore’s Associated Person registration is inaccurate.

 14. On page 137 of the marked copy, when describing the impact of the arbitrage mechanism, the Document
assumes a NAV per share of $36.55. The Document should explain the basis for this assumption.

 15. The annual returns for the other funds operated by Tidal all appear incorrect
as well as the reported peak-to-valley drawdown information.

 16. Upon completion, the Document and the Statement of Additional Information must
be dated.

 17. NFA’s records reflect that Tidal operates a pool, Amplify Inflation Fighter Cayman Ltd ETF. The Document includes performance
for Amplify Inflation Fighter ETF which is not a listed pool with NFA. Ensure the name of this pool is accurately reflected in
the Document.

 320 South Canal, Suite 2400 | Chicago, IL 60606 | 312-781-1300 | www.nfa.futures.org

 18. NFA noted numerous inconsistences with the performance results of the other pools offered by Tidal
as reported in the Document as compared with the returns reported in the most recently Quarterly Reports filed with NFA on behalf
of the pools.

 19. Upon resubmitting the Document, NFA requests that a copy of any comments received from the SEC be included. These comments
will assist NFA in its effort to make the review process as efficient as possible.

Please be advised that this
Document may not be used to solicit participants until the above comments have been corrected, a revised Document has been filed,
and the firm has received an acceptance notification from NFA. The use of this Document without NFA’s acceptance will result in
violations of NFA Rules and CFTC Regulations and could subject the firm to possible disciplinary action.

To facilitate NFA’s review and
acceptance process, the resubmission of this Document must include two attachments, one that is a clean copy and one that is “marked”
to identify the deletions and additions that have been made to this Document. NFA will reject any future filings of this Document
not in this format.

If I may be of assistance to
you as you make the revisions, feel free to contact me at 312-781-1457.

    Sincerely,

    Jane Pfeiffer

    Compliance Department

320 South Canal, Suite 2400 | Chicago, IL 60606
| 312-781-1300 | www.nfa.futures.org

CORRESP
1
filename1.htm

January
25, 2024
    Peter
J. Shea

Peter.Shea@klgates.com

Via
EDGAR
    T
+1 212 536 3988

F +1 212 536 3901

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Tidal
    Commodities Trust I (File No. 333-276254)

    Hashdex
    Bitcoin ETF

    Amendment
    No. 3 to Registration Statement on Form S-1 & Comment Response

Dear
Ladies and Gentlemen:

On
behalf of our client, Tidal Commodities Trust I, a Delaware statutory trust (the “Registrant”), which will operate,
as a separate series of the Registrant, the Hashdex Bitcoin ETF (the “Fund”), we are submitting together with this
correspondence Pre-Effective Amendment No. 3 (“Amendment”) to the Registrant’s registration statement on Form
S-1 (“Registration Statement”) (File No. 333-276254). The Amendment and this correspondence provide the Registrant’s
responses to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
presented in the Staff’s comment letter dated January 17, 2024 (“Comment Letter”), addressing Pre-Effective
Amendment No. 2 to the Registration Statement that was filed by the Registrant on January 10, 2024.

Each
of the Staff’s comments from the Comment Letter is repeated below in italics and followed by the Registrant’s response. Capitalized
terms used, but not defined, herein are used with the same meaning given to them in the Amendment. Any disclosure changes made in response
to the Staff’s comments, as set forth below, in one place are also made in other applicable places of the prospectus contained
in the Amendment.

Amendment
No. 2 to Registration Statement on Form S-1

General

 1. We
                                            note that you issued a press release on January 10, 2024 related to the offering contemplated
                                            by this registration statement. We also note that you issued a second press release on January
                                            11, 2024 to correct the first press release by stating that the Fund presently does not hold
                                            spot bitcoin in its portfolio. Please provide us with your analysis of these press releases
                                            under the federal securities laws, including whether they constitute written offers related
                                            to the securities included in this registration statement. Please note that we may have additional
                                            comments following our review of your response.

    K&L
    Gates LLP

    599
    Lexington Avenue New York NY 10022-6030

    T
    +1 212 536 3900 F +1 212 536 3901 klgates.com

RESPONSE:

On
behalf of the Registrant, we have cooperated with the Staff in responding to its questions regarding this issue. As you know, the Staff
made an oral request to me at approximately 1:15 p.m. (Eastern Time) on January 11, 2024, asking that the Digital Asset Adviser and the
Sponsor issue a correction to the joint press release of the Digital Asset Adviser and the Sponsor issued at 5:56 p.m. (Eastern Time)
on January 10, 2024 (the “January 10th Release”). This request was based on the premise expressed by the
Staff that the January 10th Release may have caused possible confusion in the financial press and the markets. According to
the Staff, this included confusion as to whether the Hashdex Bitcoin Futures ETF (the “Futures ETF”) could hold spot
bitcoin at that time and whether the change of the Futures ETF name to that of the Fund and the adoption of the spot strategy as described
in the Amendment had already taken place.

Although
we are mindful of the Staff’s concerns and questions, we strongly disagree with the premise that the January 10th Release
was either inaccurate or had caused confusion. In particular we note that the January 10th Release stated that for more information
about the Fund to click on a link, which would take the reader to the correct webpage of the Futures ETF that contained the current prospectus
of the currently effective registered offering by the Futures ETF under a registration statement on Form S-1 (File No. 333-273364) (the
“Futures ETF Offering”).

Nevertheless,
the Digital Asset Adviser and the Sponsor, out of an abundance of caution and with due regard for the Staff’s concerns, promptly
removed the January 10th Release from the Fund’s website and immediately took down an X (f/k/a Twitter) posting linking
to the January 10th Press Release before 1:30 p.m. on January 11, 2024. Further, the Digital Asset Adviser and the Sponsor
issued the requested corrective joint press release at 3:34 p.m. (Eastern Time) on January 11, 2024 (the “January 11th
Release”, and together with the January 10th Release, the “Press Releases”). The January
11th Release was subsequently filed by the Registrant under Form 8-K on January 11, 2024.

In
further response to the Staff’s comment above, our analysis under the federal securities laws concludes that January 10th
Release and the January 11th Release, whether considered singly or in combination, do not constitute written offers
related to securities included in the Registration Statement within the meaning of Section 2(a)(10) of the Securities Act of 1933. We
further note that the Press Releases contain accurate information. Rather, the Press Releases are properly viewed as part of the Futures
ETF Offering. In furtherance of the foregoing conclusion and in conjunction with our ongoing discussions with the Staff, the Registrant
filed on January 18, 2024, each of the Press Releases as free writing prospectuses (“FWP”) associated with the Futures
ETF Offering.

The
Offering

Inter-Series
Limitation on Liability, page 9

 2. Refer
                                            to your response to comment 9. Your revised disclosure page 9 that "a series will not
                                            be responsible for or affected by any liabilities or losses of or claims against any other
                                            series, except for non-recurring, unusual or extraordinary expenses" is inconsistent
                                            with your disclosure on page 10 that "[g]eneral expenses of the Trust will be allocated
                                            among the Fund and any future series of the Trust as determined by the Sponsor in its discretion."
                                            Please revise for consistency and clarity regarding which of the Trust's expenses may be
                                            allocated to the Fund and other series of the Trust. In this regard, we note your disclosure
                                            on pages 72 and 73 that states that the Sponsor, the Administrator, the Cash Custodian, the
                                            Transfer Agent, the Bitcoin Custodian, the Marketing Agent and the Digital Asset Adviser
                                            are indemnified by the Trust.

    2

RESPONSE:

The
prospectus contained in the Amendment (“Prospectus”) has been revised to clarify, as suggested, that a series will
not be responsible for or affected by any liabilities or losses of or claims against any other series, except for non-recurring, unusual
or extraordinary expenses, which include indemnification expenses of the Trust.

Fund
Expenses, page 10

 3. Refer
                                            to your response to comment 14. Your disclosure on pages 10, 27 and throughout that "[t]he
                                            Fund pays all of its non-recurring and unusual fees and expenses, if any, as determined by
                                            the Sponsor" and that "[n]on-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" appears to be inconsistent with your disclosure on
                                            page 10 that "[t]he Trust may be required to indemnify the Sponsor, and the Trust and/or
                                            the Sponsor may be required to indemnify the Trustee, Marketing Agent or Administrator, under
                                            certain circumstances." Please revise for consistency and clarify the situations in
                                            which the Fund is responsible for indemnification expenses and the situations in which the
                                            Trust and/or the Sponsor is responsible for indemnification expenses.

RESPONSE:

The
suggested clarifications have been added where appropriate in the Prospectus.

Net
Asset Value, page 10

 4. Please
                                            revise your disclosure on page 10 to clarify, if true, that, to the extent FBSP methodology
                                            is unavailable, the value of the Fund's bitcoin will be determined by using the NQBTCS or
                                            will be fair valued in accordance with the policy approved by the Sponsor. In addition, please
                                            revise your disclosure on page 78 to describe the fair value policy approved by the Sponsor
                                            to determine the value of the Fund's bitcoin, and describe the criteria the Sponsor will
                                            use to determine that the FBSP calculation should not be used to value the Fund's bitcoin.

RESPONSE:

The
suggested revisions have been made where appropriate in the Prospectus.

What
Are The Risk Factors Involved With An Investment In The Fund

Risks
Related to Bitcoin and the Bitcoin Network

"Forks"
in the Bitcoin Network could have adverse effects, page 13

 5. Refer
                                            to your response to comment 2. We note your disclosure on pages 13 and 67 that "any
                                            decisions or actions related to airdrops or forks involving the Fund’s assets will
                                            align with the guidelines set forth by the CME" and your disclosure on page 79 that
                                            "[t]he valuation policies of the Fund address potential for a blockchain for a crypto
                                            asset to diverge into different paths and airdrops." Please revise these statements
                                            to clarify that respect to any fork, airdrop or similar event, the Sponsor will cause the
                                            Fund to irrevocably abandon the Incidental Rights or IR Currency and that the only crypto
                                            asset to be held by the Fund will be bitcoin.

    3

RESPONSE:

The
suggested clarification has been added.

The
Fund's Service Providers

Contractual
Arrangements with the Sponsor and Third-Party Service Providers

Sponsor,
page 72

 6. Refer
                                            to your response to comment 20. Your disclosure that pursuant to the Trust Agreement the
                                            "[S]hareholders shall have the right to vote on any amendment (i) if expressly required
                                            under Delaware or federal law or regulations or rules of any exchange, (ii) submitted to
                                            them by the Sponsor in its sole discretion, or (iii) if it would impair the right of a Shareholders
                                            to surrender baskets of Shares and receive the amount of Trust property represented"
                                            is inconsistent with your disclosure on pages 6 and 85 that "Shareholders representing
                                            at least a majority (over 50%) of the outstanding Shares of the Trust, voting together as
                                            a single class . . . may vote to (i) continue the Trust by electing a successor Sponsor .
                                            . . , and (ii) approve amendments to the Trust Agreement that impair the right to surrender
                                            Redemption Baskets for redemption" and " that [S]hareholders holding Shares representing
                                            seventy-five percent (75%) of the outstanding Shares of the Trust, voting together as a single
                                            class . . . may vote to dissolve the Trust upon not less than ninety (90) days’ notice
                                            to the Sponsor." Please revise for clarity and consistency.

RESPONSE:

The
Prospectus has been revised for clarity and the avoidance of inconsistencies by removing the discussion of shareholder voting rights
from the “Fund’s Service Providers” section and adding a cross reference to the section captioned “OPERATION
OF THE FUND - Trust Agreement”.

 7. Refer
                                            to your response to comment 20. Your revised disclosure on page 72 that [S]hareholders shall
                                            have the right to vote on any amendment . . . "[i]f it would impair the right of Shareholders
                                            to surrender baskets of Shares and receive the amount of Trust property represented"
                                            is inconsistent with your disclosure throughout that only Authorized Purchasers may redeem
                                            Shares. Please revise for clarity and consistency.

RESPONSE:

The
Prospectus has been revised to clarify, as suggested, by removing the discussion of shareholder voting rights and adding a cross reference
to the section captioned “OPERATION OF THE FUND - Trust Agreement”. See response to Comment No. 6 above.

Bitcoin
Custodian, page 73

 8. Refer
                                            to your response to comment 20. We note your revised disclosure on page 73 that "[t]he
                                            agreement obligated the Bitcoin Custodian to maintain insurance coverage." Please revise
                                            to clarify that the BitGo Custodial Services Agreement continues to obligate the Bitcoin
                                            Custodian to maintain insurance. In addition, please revise your disclosure to describe the
                                            limitations of liability pursuant to the agreement with the Bitcoin Custodian.

    4

RESPONSE:

The
revisions have been made as suggested.

Calculating
NAV

Valuation
of Bitcoin Futures Contracts, page 78

 9. Refer
                                            to your response to comment 22. We note your disclosure on page 78 that, when a Bitcoin Futures
                                            Contract has closed at its daily price fluctuation limit, the Sponsor will estimate the price
                                            at which its would be trading in the absence of the price fluctuation limit by reference
                                            to "exchange trade instruments at 4:00 p.m. E.T. on settlement day." Please revise
                                            to clarify what you mean by "exchange trade instruments" in this context. In addition,
                                            please revise to disclose here the daily settlement price that the CME publishes when the
                                            Bitcoin Future Contracts close at their price fluctuation limit for the day, and please revise

United States securities and exchange commission logo
January 17, 2024
Guillermo Trias
Chief Executive Officer/President of the Sponsor
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. 2 to Registration Statement of Form S-1
Filed January 10, 2024
File No. 333-276254
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 January 8, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.We note that you issued a press release on January 10, 2024 related to the offering
contemplated by this registration statement.  We also note that you issued a second press
release on January 11, 2024 to correct the first press release by stating that the
Fund presently does not hold spot bitcoin in its portfolio.  Please provide us with your
analysis of these press releases under the federal securities laws, including whether
they constitute written offers related to the securities included in this registration
statement.  Please note that we may have additional comments following our review of
your response.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 17, 2024 Page 2
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
January 17, 2024
Page 2
The Offering
Inter-Series Limitation on Liability, page 9
2.Refer to your response to comment 9.  Your revised disclosure page 9 that "a series will
not be responsible for or affected by any liabilities or losses of or claims against any other
series, except for non-recurring, unusual or extraordinary expenses" is inconsistent with
your disclosure on page 10 that "[g]eneral expenses of the Trust will be allocated among
the Fund and any future series of the Trust as determined by the Sponsor in its
discretion."  Please revise for consistency and clarity regarding which of the Trust's
expenses may be allocated to the Fund and other series of the Trust.  In this regard, we
note your disclosure on pages 72 and 73 that states that the Sponsor, the Administrator,
the Cash Custodian, the Transfer Agent, the Bitcoin Custodian, the Marketing Agent and
the Digital Asset Adviser are indemnified by the Trust.
Fund Expenses, page 10
3.Refer to your response to comment 14.  Your disclosure on pages 10, 27 and throughout
that "[t]he Fund pays all of its non-recurring and unusual fees and expenses, if any, as
determined by the Sponsor" and that "[n]on-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" appears to be inconsistent with your
disclosure on page 10 that "[t]he Trust may be required to indemnify the Sponsor, and the
Trust and/or the Sponsor may be required to indemnify the Trustee, Marketing Agent or
Administrator, under certain circumstances."   Please revise for consistency and clarify
the situations in which the Fund is responsible for indemnification expenses and the
situations in which the Trust and/or the Sponsor is responsible for
indemnification expenses.
Net Asset Value, page 10
4.Please revise your disclosure on page 10 to clarify, if true, that, to the extent FBSP
methodology is unavailable, the value of the Fund's bitcoin will be determined by using
the NQBTCS or will be fair valued in accordance with the policy approved by the
Sponsor.  In addition, please revise your disclosure on page 78 to describe the fair value
policy approved by the Sponsor to determine the value of the Fund's bitcoin, and describe
the criteria the Sponsor will use to determine that the FBSP calculation should not be used
to value the Fund's bitcoin.
What Are The Risk Factors Involved With An Investment In The Fund
Risks Related to Bitcoin and the Bitcoin Network
"Forks" in the Bitcoin Network could have adverse effects, page 13
5.Refer to your response to comment 2.  We note your disclosure on pages 13 and 67 that
"any decisions or actions related to airdrops or forks involving the Fund’s assets will align

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 17, 2024 Page 3
 FirstName LastNameGuillermo Trias
Tidal Commodities Trust I
January 17, 2024
Page 3
with the guidelines set forth by the CME" and your disclosure on page 79 that
"[t]he valuation policies of the Fund address potential for a blockchain for a crypto asset
to diverge into different paths and airdrops."  Please revise these statements to clarify that
respect to any fork, airdrop or similar event, the Sponsor will cause the Fund to
irrevocably abandon the Incidental Rights or IR Currency and that the only crypto asset to
be held by the Fund will be bitcoin.
The Fund's Service Providers
Contractual Arrangements with the Sponsor and Third-Party Service Providers
Sponsor, page 72
6.Refer to your response to comment 20.  Your disclosure that pursuant to the Trust
Agreement the "[S]hareholders shall have the right to vote on any amendment (i) if
expressly required under Delaware or federal law or regulations or rules of any exchange,
(ii) submitted to them by the Sponsor in its sole discretion, or (iii) if it would impair the
right of a Shareholders to surrender baskets of Shares and receive the amount of Trust
property represented" is inconsistent with your disclosure on pages 6 and 85 that
"Shareholders representing at least a majority (over 50%) of the outstanding Shares of the
Trust, voting together as a single class . . .  may vote to (i) continue the Trust by electing a
successor Sponsor . . . , and (ii) approve amendments to the Trust Agreement that impair
the right to surrender Redemption Baskets for redemption" and " that [S]hareholders
holding Shares representing seventy-five percent (75%) of the outstanding Shares of the
Trust, voting together as a single class . . . may vote to dissolve the Trust upon not less
than ninety (90) days’ notice to the Sponsor."  Please revise for clarity and consistency.
7.Refer to your response to comment 20.  Your revised disclosure on page 72 that
[S]hareholders shall have the right to vote on any amendment . . . "[i]f it would impair the
right of Shareholders to surrender baskets of Shares and receive the amount of Trust
property represented" is inconsistent with your disclosure throughout that only Authorized
Purchasers may redeem Shares.  Please revise for clarity and consistency.
Bitcoin Custodian, page 73
8.Refer to your response to comment 20.  We note your revised disclosure on page 73 that
"[t]he agreement obligated the Bitcoin Custodian to maintain insurance coverage."  Please
revise to clarify that the BitGo Custodial Services Agreement continues to obligate the
Bitcoin Custodian to maintain insurance.  In addition, please revise your disclosure to
describe the limitations of liability pursuant to the agreement with the Bitcoin Custodian.
Calculating NAV
Valuation of Bitcoin Futures Contracts, page 78
9.Refer to your response to comment 22.  We note your disclosure on page 78 that, when a
Bitcoin Futures Contract has closed at its daily price fluctuation limit, the Sponsor will
estimate the price at which its would be trading in the absence of the price fluctuation

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 17, 2024 Page 4
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
January 17, 2024
Page 4
limit by reference to "exchange trade instruments at 4:00 p.m. E.T. on settlement day."
Please revise to clarify what you mean by "exchange trade instruments" in this context.  In
addition, please revise to disclose here the daily settlement price that the CME publishes
when the Bitcoin Future Contracts close at their price fluctuation limit for the day, and
please revise to disclose here the methodology that the CME uses to calculate
the settlement prices in situations where the trading of Bitcoin Futures Contracts is halted
and a two-sided market is not available during the closing period.  Also describe the
Sponsor's methodology in determining the value of the Bitcoin Futures Contracts in
situations when the trading of Bitcoin Futures Contracts is halted.
The Futures-Based Spot Price for bitcoin, page 78
10.Your disclosure on page 78 that, "[i]f, for whatever unexpected reasons, this price could
not be calculated by [the FBSP] methodology or the Sponsor in its sole discretion
determines that this methodology should not be used, the Fund’s bitcoin holdings may be
priced using the NQBTCS or be fair valued in accordance with the policy approved by the
Sponsor" is inconsistent with your disclosure on page 10 that "[t]o extent FBSP
methodology is unavailable, the Sub-Administrator will fair value the Fund’s
investments."  Please revise for clarity and consistency.
Use of Proceeds, page 83
11.Refer to your response to comment 28.  Please revise to clarify whether the Sponsor's
policy in connection with redemptions is to first liquidate your cash equivalents or to first
liquidate your MBT and/or BTC Contracts.  In addition, we note the bullet pointed list on
page 83.  Please revise to clarify what this list is in reference to.
Exhibits and Financial Statement Schedules, page II-2
12.Please include the Support Agreement as an exhibit to your registration statement.
            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 Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

  Peter
J. Shea

Peter.Shea@klgates.com

T
+1 212 536 3988

F +1 212 536 3901

January
10, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Tidal
Commodities Trust I (File No. 333-276254)

    Hashdex
Bitcoin ETF

    Registration
Statement on Form S-1 & Comment Response

 Dear
Ladies and Gentlemen:

On
behalf of our client, Tidal Commodities Trust I, a Delaware statutory trust (the “Registrant”), which will operate,
as a separate series of the Registrant the Hashdex Bitcoin ETF (the “Fund”), we are submitting together with this
correspondence Pre-Effective Amendment No.2 (“Amendment”) to the Registrant’s registration statement on Form
S-1 (“Registration Statement”) (File No. 333-276254). The Amendment and this correspondence provide the Registrant’s
responses to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
presented in the Staff’s comment letter dated January 8, 2024 (“Comment Letter”), addressing the Registration
Statement on Form S-1 that was filed by the Registrant on December 22, 2023.

Each
of the Staff’s comments from the Comment Letter is repeated below in italics and followed by the Registrant’s response. Capitalized
terms used, but not defined, herein are used with the same meaning given to them in the Amendment. Any disclosure changes made in response
to the Staff’s comments, as set forth below, in one place are also made in other applicable places of the prospectus contained
in the Amendment.

Registration
Statement on Form S-1

General

1. Refer
                                            to your response to comment 32. Please revise to clarify, if true, that U.S. Bank N.A. is
                                            the Cash Custodian. In this regard, we note that you define U.S. Bank N.A. as the Custodian
                                            on page A-1 and elsewhere but then refer to the Cash Custodian throughout the prospectus.
                                            In addition, please add a section that describes the material terms of your agreement with
                                            the Cash Custodian and add a risk factor that addresses the risks related to the Cash Custodian’s
                                            insolvency, if such an event were to occur, and the risks related to the termination of the
                                            agreement with the Cash Custodian

RESPONSE:

The prospectus contained in the Amendment (the “Prospectus”) has been revised to consistently use
 the term “Cash Custodian” to refer to U.S. Bank, N.A.  Further, the suggested summary of the Cash
Custodian’s agreement with the Fund and associated risk discussions have been added to the Prospectus.

K&L Gates LLP

599 Lexington Avenue
New York NY 10022-6030

T +1 212 536 3900 F +1 212 536 3901 klgates.com

2. Refer
                                            to your response to comment 19. Please revise throughout to clarify, if true, that with respect
                                            to any fork, airdrop or similar event, the Sponsor will cause the Fund to irrevocably abandon
                                            the Incidental Rights or IR Currency so that your disclosure is consistent with the listing
                                            exchange’s listing rules and that in the event the Fund seeks to change this position, an
                                            application would need to be filed with the SEC by your listing exchange seeking approval
                                            to amend its listing rules. Please also revise to disclose that the only crypto asset to
                                            be held by the Trust will be bitcoin.

RESPONSE:

The
Prospectus has been revised where needed to include the suggested revised discussion concerning abandonment of Incidental Rights or
IR Currency and the Fund’s need to seek a listing rule amendment to reverse this abandonment policy.

 3. Please
                                            add risk factor disclosure addressing the risks related to your Authorized Participants acting
                                            in the same capacity for several competing products.

RESPONSE:

The
suggested AP risk factor has been added to the Prospectus.

Cover
Page

4. Please
                                            revise the cover page to state clearly that the Fund only conducts creation and redemption
                                            transactions for cash, and that with respect to creation transactions, the cash is used to
                                            purchase bitcoin futures contracts only.

RESPONSE:

The
cover page of the Prospectus has been revised as suggested.

Prospectus
Summary

The
Fund’s Investment Strategies, page 3

5. Refer
                                            to your response to comment 11. On page 5, you disclose that “[i]n situations where
                                            trading of Bitcoin Futures Contracts is halted and a two-sided market is not available during
                                            the closing period, the CME will derive a settlement price using the ‘Carry calculation’
                                            method based on the reference rate.” Please revise to clarify what you mean by “reference
                                            rate” in this context.

RESPONSE:

The
Prospectus has been revised to clarify that the CME CF Bitcoin Reference Rate (“BRR”) is the intended “reference rate.”

    2

6. Refer
                                            to your response to comment 14. You state on page 3 that you will acquire bitcoin through
                                            EFP transactions “on the regulated CME Bitcoin Futures Market.” On page 5, you
                                            disclose that you purchase and sell bitcoin solely through CME’s Exchange for Physical
                                            Transactions “under the regulatory oversight of the CME market.” Please revise
                                            these and any similar references to clarify, if true, that these transactions are executed
                                            off-exchange and are not subject to the same regulatory requirements and oversight as transactions
                                            that are executed on-exchange.

RESPONSE:

The
Prospectus has been revised to clarify, as suggested, that EFP transactions are off-exchange transactions and are not subject to the
same regulatory requirements and oversight as on-exchange transactions.

7. You
                                            state here that the Fund will “aim to maximize its investments in physical bitcoin such
                                            that it is expected that at least 95% of the Fund’s assets will be invested in bitcoin,
                                            and up to 5% may be invested in Bitcoin Futures Contracts and in cash and cash equivalents.”
                                            You also state in your risk factors on page 26 that the Fund is not actively managed. Please
                                            revise to clarify whether the Fund has specific policies for its holdings, or whether the
                                            Sponsor has discretion as to whether and when to meet the “aim” of at least 95%
                                            of the assets in bitcoin. Please also provide us the basis for your statement that the Fund
                                            is not actively managed.

RESPONSE:

The
suggested revisions have been made to state the Fund’s specific investment policies and to clarify that the Sponsor has no discretion
in choosing the Fund’s investments in furtherance of those policies. That is, to clarify that the Fund is not actively managed.

Further, please be advised
that the Sponsor has no discretion in the application of offering proceeds to meet the overall goal of investing up to 95% of the Fund’s
net assets in bitcoin and the remainder in Bitcoin Futures Contracts and cash and cash equivalents. Rather, the Sponsor manages the Fund’s
portfolio to seek to produce the performance of its Benchmark. The Sponsor does not manage the Fund to provide Fund performance superior
to the Benchmark. For these reasons, investors will correctly understand that the Fund is not actively managed.

8. Refer
                                            to your response to comment 12. We note your revised disclosure on page 6 that “[w]hen
                                            the Sponsor decides to increase or decrease its holdings of physical bitcoin, it will cause
                                            the Fund to execute an EFP trade with a Liquidity Provider (an ‘LP’).” Please revise
                                            to identify the LPs that the Sponsor has approved. In this regard, we note your disclosure
                                            on page 83 that the LPs must be approved by the Sponsor and that the Sponsor has identified
                                            at least seven LPs that are available to support EFP transactions for the Fund.

RESPONSE:

The
Prospectus, as suggested, discloses the names of the current LPs approved by the Sponsor.

    3

The
Offering, page 9

9. Refer
                                            to your response to comment 16. On page 9 you state that “[t]he Trust has been formed
                                            and will be operated with the goal that the Fund and any other series of the Trust will be
                                            liable only for obligations of such series, and a series will not be responsible for or affected
                                            by any liabilities or losses of or claims against any other series, except for normal operating
                                            expenses of the Trust which will be allocated as determined by the Sponsor on a pro rata
                                            allocation methodology.” Please revise to clarify what you mean by “normal operating
                                            expenses of the Trust” and describe the Sponsor’s “pro rata allocation methodology.”

RESPONSE:

Please
be advised that the Trust does not expect to have any normal operating expenses. Consequently, the Prospectus has been revised to address
non-recurring, unusual or extraordinary Trust expenses and details the allocation methodology utilized by the Sponsor for such Trust
expenses.

10. Refer
                                            to your response to comment 17. Please revise your summary of the Bitcoin Custodian to disclose
                                            the proportion or private keys that will be held in hot or cold storage.

RESPONSE:

The
suggested revision that 100% of the Fund’s private keys will be held in cold storage has been made in the Prospectus.

11. We
                                            note your revised disclosure on page 26 that “[i]f the Sponsor and the Fund are unable
                                            to raise sufficient funds so that the expenses are reasonable in relation to the Fund’s
                                            NAV, the Fund may be forced to terminate, and investors may lose all or part of their investment,”
                                            and that “[t]he Sponsor estimates that costs could be deemed unreasonable in the case
                                            where the NAV of the fund stays below USD 20 million.” Please revise to include this
                                            disclosure here.

RESPONSE:

The
revision has been made as suggested.

What
Are The Risk Factors Involved With An Investment In The Fund

Risks Related to Bitcoin and the Bitcoin Network

Rewards
for mining bitcoin are designed to decline over time, page 14

12. Refer
                                            to your response to comment 20. Please revise to include quantitative information related
                                            to the historical, current and future size of the bitcoin mining rewards and provide
                                            an estimate of when the next halving event may occur.

RESPONSE:

The
suggested revised discussion has been added to this risk factor.

    4

Environmental
risks from Bitcoin mining, page 18

13. Refer
                                            to your response to comment 21. Please expand this risk factor to address the reasons why
                                            bitcoin may implicate different risks than other crypto asset mining such as
                                            the differences in proof-of-work and proof-of-stake.

RESPONSE:

This
risk factor has been expanded as suggested.

The
Fund’s Operating Risks

Fund
assets may be depleted if investment performance does not exceed fees, page 27

14. Refer
                                            to your response to comment 27. Please revise your disclosure here to describe the situations
                                            in which the Fund may be required to pay certain fees and expenses to the service providers
                                            and other third parties, including, for example, any on-chain fees involving bitcoin transactions.

RESPONSE:

The
risk factor has been revised as suggested to describe Fund-payable expenses.

Anonymity
and illicit financing risk, page 30

15. Refer
                                            to your response to comment 1. Please revise to describe the AML and KYC procedures conducted
                                            by the Fund in relation to the Liquidity Providers here and on page
                                            74.

RESPONSE:

The
risk factor has been revised as suggested.

The
Offering

The
Fund in General, page 35

16. Refer
                                            to your response to comment 12. Please remove the one remaining reference to
                                            “Spot Bitcoin Limits” on page 35 or advise.

RESPONSE:

The
reference has been deleted.

    5

Operation
of the Fund

The
Fund’s Investment Strategy, page 62

17. We
                                            note your revised disclosure on page 62 that “[t]he Fund may also use Bitcoin Futures
                                            Contracts for the primary purpose of using such Bitcoin Futures Contracts to acquire physical
                                            bitcoin through EFP transactions on the regulated CME Bitcoin Futures Market and to offset
                                            cash and receivables for better tracking the benchmark index.” Please revise to clarify
                                            here and in the prospectus summary section, if true, that the Fund will use bitcoin to acquire
                                            Bitcoin Futures Contracts through EFP transactions so that the Fund can
                                            then sell the Bitcoin Futures Contracts for cash in order to satisfy redemption orders.

RESPONSE:

The
suggested clarifications have been added where appropriate in the Prospectus.

Custody
Agreement with BitGo, page 68

18. Refer
                                            to your response to comment 31. Please revise to disclose the portion of the private
                                            keys that are held in cold storage. In addition, please disclose whether the Sponsor
                                            has purchased addition

United States securities and exchange commission logo
January 8, 2024
Guillermo Trias
Chief Executive Officer/President of the Sponsor
Tidal Commodities Trust I
c/o Toroso Investments, LLC
234 West Florida Street, Suite 203
Milwaukee, WI 53204
Re:Tidal Commodities Trust I
Registration Statement of Form S-1
Filed December 22, 2023
File No. 333-276254
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 December 13, 2023 letter.
Registration Statement on Form S-1
General
1.Refer to your response to comment 32.  Please revise to clarify, if true, that U.S. Bank
N.A. is the Cash Custodian.  In this regard, we note that you define U.S. Bank N.A. as the
Custodian on page A-1 and elsewhere but then refer to the Cash Custodian throughout the
prospectus.  In addition, please add a section that describes the material terms of your
agreement with the Cash Custodian and add a risk factor that addresses the risks related to
the Cash Custodian's insolvency, if such an event were to occur, and the risks related to
the termination of the agreement with the Cash Custodian.
2.Refer to your response to comment 19.  Please revise throughout to clarify, if true, that
with respect to any fork, airdrop or similar event, the Sponsor will cause the Fund to

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 8, 2024 Page 2
 FirstName LastNameGuillermo Trias
Tidal Commodities Trust I
January 8, 2024
Page 2
irrevocably abandon the Incidental Rights or IR Currency so that your disclosure is
consistent with the listing exchange's listing rules and that in the event the Fund seeks to
change this position, an application would need to be filed with the SEC by your listing
exchange seeking approval to amend its listing rules.  Please also revise to disclose that
the only crypto asset to be held by the Trust will be bitcoin.
3.Please add risk factor disclosure addressing the risks related to your Authorized
Participants acting in the same capacity for several competing products.
Cover Page
4.Please revise the cover page to state clearly that the Fund only conducts creation and
redemption transactions for cash, and that with respect to creation transactions, the cash is
used to purchase bitcoin futures contracts only.
Prospectus Summary
The Fund's Investment Strategies, page 3
5.Refer to your response to comment 11.  On page 5, you disclose that "[i]n situations where
trading of Bitcoin Futures Contracts is halted and a two-sided market is not available
during the closing period, the CME will derive a settlement price using the ‘Carry
calculation’ method based on the reference rate."  Please revise to clarify what you mean
by "reference rate" in this context.
6.Refer to your response to comment 14.  You state on page 3 that you will acquire bitcoin
through EFP transactions "on the regulated CME Bitcoin Futures Market." On page 5, you
disclose that you purchase and sell bitcoin solely through CME’s Exchange for Physical
Transactions "under the regulatory oversight of the CME market."  Please revise these and
any similar references to clarify, if true, that these transactions are executed off-exchange
and are not subject to the same regulatory requirements and oversight as transactions that
are executed on-exchange.
7.You state here that the Fund will "aim to maximize its investments in physical bitcoin
such that it is expected that at least 95% of the Fund’s assets will be invested in bitcoin,
and up to 5% may be invested in Bitcoin Futures Contracts and in cash and cash
equivalents."  You also state in your risk factors on page 26 that the Fund is not actively
managed.  Please revise to clarify whether the Fund has specific policies for its holdings,
or whether the Sponsor has discretion as to whether and when to meet the "aim" of at least
95% of the assets in bitcoin.  Please also provide us the basis for your statement that the
Fund is not actively managed.
The Fund's Investments in Bitcoin, page 5
8.Refer to your response to comment 12.  We note your revised disclosure on page 6 that
"[w]hen the Sponsor decides to increase or decrease its holdings of physical bitcoin, it will
cause the Fund to execute an EFP trade with a Liquidity Provider (an 'LP')."  Please revise

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 8, 2024 Page 3
 FirstName LastNameGuillermo Trias
Tidal Commodities Trust I
January 8, 2024
Page 3
to identify the LPs that the Sponsor has approved.  In this regard, we note your disclosure
on page 83 that the LPs must be approved by the Sponsor and that the Sponsor has
identified at least seven LPs that are available to support EFP transactions for the Fund.
The Offering, page 9
9.Refer to your response to comment 16.  On page 9 you state that "[t]he Trust has been
formed and will be operated with the goal that the Fund and any other series of the Trust
will be liable only for obligations of such series, and a series will not be responsible for or
affected by any liabilities or losses of or claims against any other series, except for normal
operating expenses of the Trust which will be allocated as determined by the Sponsor on a
pro rata allocation methodology."  Please revise to clarify what you mean by "normal
operating expenses of the Trust" and describe the Sponsor's "pro rata allocation
methodology."
10.Refer to your response to comment 17.  Please revise your summary of the Bitcoin
Custodian to disclose the proportion or private keys that will be held in hot or cold
storage.
11.We note your revised disclosure on page 26 that "[i]f the Sponsor and the Fund are unable
to raise sufficient funds so that the expenses are reasonable in relation to the Fund’s NAV,
the Fund may be forced to terminate, and investors may lose all or part of their
investment," and that "[t]he Sponsor estimates that costs could be deemed unreasonable in
the case where the NAV of the fund stays below USD 20 million."  Please revise to
include this disclosure here.
What Are The Risk Factors Involved With An Investment In The Fund
Risks Related to Bitcoin and the Bitcoin Network
Rewards for mining bitcoin are designed to decline over time, page 14
12.Refer to your response to comment 20.  Please revise to include quantitative information
related to the historical, current and future size of the bitcoin mining rewards and provide
an estimate of when the next halving event may occur.
Environmental risks from Bitcoin mining, page 18
13.Refer to your response to comment 21.  Please expand this risk factor to address the
reasons why bitcoin may implicate different risks than other crypto asset mining such as
the differences in proof-of-work and proof-of-stake.
The Fund's Operating Risks
Fund assets may be depleted if investment performance does not exceed fees, page 27
14.Refer to your response to comment 27.  Please revise your disclosure here to describe the
situations in which the Fund may be required to pay certain fees and expenses to the
service providers and other third parties, including, for example, any on-chain fees

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 8, 2024 Page 4
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
January 8, 2024
Page 4
involving bitcoin transactions.
Anonymity and illicit financing risk, page 30
15.Refer to your response to comment 1.  Please revise to describe the AML and KYC
procedures conducted by the Fund in relation to the Liquidity Providers here and on page
74.
The Offering
The Fund in General, page 35
16.Refer to your response to comment 12. Please remove the one remaining reference to
"Spot Bitcoin Limits" on page 35 or advise.
Operation of the Fund
The Fund's Investment Strategy, page 62
17.We note your revised disclosure on page 62 that "[t]he Fund may also use Bitcoin Futures
Contracts for the primary purpose of using such Bitcoin Futures Contracts to acquire
physical bitcoin through EFP transactions on the regulated CME Bitcoin Futures Market
and to offset cash and receivables for better tracking the benchmark index."  Please revise
to clarify here and in the prospectus summary section, if true, that the Fund will use
bitcoin to acquire Bitcoin Futures Contracts through EFP transactions so that the Fund can
then sell the Bitcoin Futures Contracts for cash in order to satisfy redemption orders.
Custody Agreement with BitGo, page 68
18.Refer to your response to comment 31.  Please revise to disclose the portion of the private
keys that are held in cold storage.  In addition, please disclose whether the Sponsor has
purchased additional insurance coverage through BitGo's underwriter, and, if so, please
revise to describe the type and amount of coverage purchased.  Also revise your risk
factors to address the risks related to the termination of the Bitcoin Custodian agreement
and expand the disclosure in the fourth risk factor on page 28 to provide a more detailed
discussion of whether the Trust's assets may be lost in connection with the insolvency of
the Bitcoin Custodian.
The Benchmark
The Benchmark Calculation, page 69
19.Refer to your response to comment 35.  Please revise to disclose the Benchmark's
contingency measures in the event of the absence of or insufficient inputs from the Core
Exchanges.
The Fund's Service Providers, page 72
20.Please revise this section to disclose the material terms of the agreements with each of the
Fund's service providers, including the term and termination provisions of the agreements.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 8, 2024 Page 5
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
January 8, 2024
Page 5
Calculating NAV, page 77
21.Refer to your responses to comment 10 in our September 29, 2023 letter and related
subsequent comments. We note your revised disclosure that the Trust will only allow cash
redemptions, and observe that this change may have an impact on your fair value
accounting policy, including principal market determination under ASC Topic 820. Please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses and your
current fair value accounting policy.  Please also confirm your understanding that we may
comment further on this matter in future filing reviews once the Trust is operational.
22.Your disclosure on page 78 that the fair value of Bitcoin Futures Contracts may be used
when Bitcoin Futures Contracts close at their price fluctuation limit for the day appears to
be inconsistent with your disclosure on page 5 that "[w]hen 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 "[t]he Fund will use the published settlement price to price
its Shares on that day."  On page 5, you also state that "[i]f 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."  Please revise for consistency and
clarity.  In addition, please revise to describe the Sponsor's criteria for choosing to use a
different methodology for determining the value of the Bitcoin Futures Contracts and
revise to disclose the methodology the Sponsor may use in such situations.  Also, please
revise to describe here the daily settlement price that the CME publishes when a Bitcoin
Futures Contract has closed at its daily price fluctuation limit and the methodology the
CME uses to calculate the settlement prices in situations where the trading of Bitcoin
Futures Contracts is halted and a two-sided market is not available during the closing
period.
23.Your disclosure that the Administrator calculates the value of the Fund's bitcoin is
inconsistent with your disclosure on page 10 that the "[t]he Sub-Administrator will
determine the value of the Fund’s [b]itcoin utilizing the Sponsor’s Futures Based Spot
Price methodology ('FBSP')."  Please revise for clarity and consistency.
Creation and Redemption of Shares, page 80
24.We refer you to the statement "[t]o the extent creations and redemptions involve the
exchange of cash."  Please revise to be consistent with the disclosure elsewhere that all
creation and redemption transactions will be for cash.
25.Please revise your disclosure to clarify which assets are liquidated into cash in connection
with redemption orders.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 8, 2024 Page 6
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
January 8, 2024
Page 6
Suspension and Rejection of Purchase Orders, page 81
26.Refer to your response to comment 47.  Please revise to clarify why an emergency
affecting the handling of cash equivalents would cause the Sponsor to suspend or reject
Purchase Orders, and please clarify why the examples of the emergencies affecting the
handling of cash equivalents would specifically impact cash equivalents.  In addition,
please disclose whether you intend to file a current report on Form 8-K in order to inform
investors of the suspension of creations and/or redemptions or tell us why you believe it is
not necessary to do so.
Determination of Redemption Distributions, page 82
27.We note your disclosure on page 82 that "[t]he Custodian and Sub-Administrator will
publish an estimate of the redemption distribution composition as of the beginning of each
business day."  Please revise to clarify what "redemption distribution composition" means
and describe the methodology used to calculate the estimate.
Use of Proceeds, page 83
28.Refer to your response to comment 44.  Please revise to disclose your policies related to
whether you use cash received from creations to purchase cash equivalents or Bitcoin
Futures Contracts, and disclose the policies related to selling Bitcoin Futures Contracts,
bitcoin and cash equivalents in connection with redemptions.
The Trust Agreement
Governing Law, page 87
29.Please revise this section to clarify whether you have an exclusive forum provision, and, if
so, please describe the provision, including whether it applies to actions arising under the
Securities Act or Exchange Act.  If the provision does not apply to actions arising under
the Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the governing documents states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the Securities
Act or Exchange Act.
U.S. Federal Income Tax Considerations, page 88
30.Please revise to state that the disclosure in this section is the opinion of K&L Gates LLP.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 January 8, 2024 Page 7
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
January 8, 2024
Page 7
            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 Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
O

CORRESP
1
filename1.htm

December 22, 2023

Peter J. Shea

Peter.Shea@klgates.com

T +1 212 536 3988

F +1 212 536 3901

Via
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

    Re:

    Tidal Commodities Trust I

    Hashdex Bitcoin ETF

    Filing of Registration Statement on Form S-1 &

    Comment Response to Prior Submission of Draft Registration
    Statement on Form S-1 ((File No. 377-06858)

 Dear Ladies and Gentlemen:

On behalf of our client,
Tidal Commodities Trust I, a Delaware statutory trust (the “Registrant”), which will operate as a separate series of
the Registrant the Hashdex Bitcoin ETF (the “Fund”), we are filing together with this correspondence, the Registrant’s
registration statement on Form S-1 (“Registration Statement”). The Registration Statement and this correspondence provide
the Registrant’s responses to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) presented in the Staff’s comment letter dated December 13, 2023 (“Comment Letter”),
addressing the Registrant’s Amendment No. 1 to the confidential, non-public draft registration statement on Form S-1 that was submitted
on November 14, 2023 (File No. 377-06858).

Each of the Staff’s
comments from the Comment Letter is repeated below in italics and followed by the Registrant’s response. Capitalized terms used,
but not defined, herein are used with the same meaning given to them in the Amendment. Any disclosure changes made in response to the
Staff’s comments, as set forth below, in one place are also made in other applicable places of the prospectus contained in the Amendment.

Amendment No. 1 to Draft Registration Statement
on Form S-1

General

 1. Please revise to describe the AML and KYC procedures conducted by the Fund and any applicable service
providers.

RESPONSE:

Disclosure of AML and KYC procedures
for the Fund and any applicable service providers is included in the prospectus contained in the Registration Statement (the “Prospectus”)
under the caption “The Fund’s Operating Risks – Anonymity and illicit financing risk”.

K&L
GATES LLP

599 LEXINGTON AVENUE NEW YORK NY 10022-6030

T +1 212 536 3900 F +1 212 536 3901 klgates.com

2.
To the extent that you intend to use an updated fact sheet, please provide a copy for our review.

RESPONSE:

The Registrant has provided supplementally
with this correspondence a draft copy of the updated fact sheet.

3.
Please provide us with an update on the status of any review being conducted by the NFA and provide us with copies of any comments
issued and your responses to those comments. Please also tell us whether there are any limitations, conditions or other restrictions on
your activities as a commodity pool as it relates to your intentions to hold a mix of bitcoin and bitcoin futures.

RESPONSE:

Contemporaneously with the filing
of the Registration Statement, the Registrant has submitted the Registration Statement to the NFA for review. There are no limitations,
conditions or other restrictions on the Fund’s activities as a commodity pool as it relates to the Fund’s portfolio of bitcoin,
Bitcoin Futures Contracts and cash and cash equivalents beyond those already disclosed in the Prospectus.

Prospectus Summary

4.
Please revise to disclose here whether the Fund is a passive or active investment vehicle. Please also disclose, if true, that
the Fund, the Sponsor and the service providers will not loan or pledge the Fund's assets, nor will the Fund's assets serve as collateral
for any loan or similar arrangement.

RESPONSE:

The suggested revisions and disclosures
appear under the caption “Prospectus Summary – The Fund’s Investment Objective”.

5.
Please revise your disclosure here to provide quantitative information that demonstrates the volatility of the price of bitcoin
and Bitcoin Futures Contracts.

RESPONSE:

The suggested disclosure revisions
have been made under the caption “Prospectus Summary – Principal Investment Risk of an Investment in the Fund”.

6.
Please revise your disclosure here to address the risks associated with the competition you will face in launching and sustaining
your product, including the risk that your timing in reaching the market and your fee structure relative to other bitcoin-related ETPs
could have a detrimental effect on the scale and sustainability of your product.

RESPONSE:

A summary discussion of principal
risks related to competition and its effects on scale and sustainability of the Fund have been added under the caption “Prospectus
Summary – Principal Investment Risk of an Investment in the Fund”.

    2

7.
Please revise to disclose here to provide quantitative information that summarizes the historical range between the NAV per share
and price of Shares in the secondary market. Similarly, please revise to provide quantitative information that summarizes the historical
range between the Benchmark and the NAV of the Fund.

RESPONSE:

Quantitative information that
summarizes the historical range between the NAV per share and price of Shares in the secondary market has been added as a new caption
entitled “Share Price Premium and Discount” in the “Prospectus Summary” as suggested.

Please be advised that the Fund
and the Predecessor Fund currently do not use the Benchmark for any purpose, and the Fund does not have information comparing its and
the Predecessor Fund’s performance to the Benchmark. The Fund and the Predecessor Fund invest only in Bitcoin Futures Contracts,
cash and cash equivalents at this time and currently benchmark their performance against an index that reflects only the CME closing settlement
prices of certain Bitcoin Futures Contracts. Consequently, a presentation of data summarizing the historical range between the Benchmark
and NAV of the Fund would be misleading, and the Registrant declines to provide this information in the Prospectus. When the Fund is able
to implement the investment strategy described in the Prospectus, it will undertake to provide periodically such comparative data on its
website and in future filings with the Commission.

The Benchmark Methodology

8.
We note your disclosure on page 2 that the CIOC approves any material changes to the methodology and reviews the Benchmark methodology
at least on an annual basis. Please revise to disclose whether Shareholders will be notified of any material changes to the Benchmark,
and, if so, how. In addition, please identify the Core Exchanges of the Benchmark here. In this regard, we note that you identify the
Constituent Exchanges of the CF Bitcoin Reference Rate on page 4 but do not identify the Benchmark Core Exchanges.

RESPONSE:

The suggested disclosure regarding
notice to Shareholders in the event of material changes to the Benchmark has been made in the Prospectus Summary. In addition, the suggested
Core Exchanges information have been added as well.

Bitcoin Future Contracts

9.
We note your disclosure on page 3 that you will invest in bitcoin, BTC Contracts and MBT Contracts "to the extent necessary"
to achieve exposure to the bitcoin futures market. Please clarify here what you mean by "to the extent necessary." In addition,
please clarify what you mean by your statement that there is a December CME Bitcoin Futures Contract "if there is only one contract
expiring in December at that point in time."

RESPONSE:

The phrase “to the extent
necessary” has been deleted as surplusage, and the related disclosures have been clarified as suggested.

    3

The Fund's Investment Strategies

10.
Please revise to disclose the number of BTC Contracts, MBT Contracts, bitcoin, cash and cash equivalents that you hold as of the
most recent practicable date, and revise to describe your policies regarding (i) how you determine the percentage of Bitcoin Futures Contracts
and the percentage of bitcoin held by the Fund, (ii) the amount of cash and cash equivalents held by the Fund and (iii) how often you
engage in transactions to rebalance the percentage of Bitcoin Futures Contracts and bitcoin held.

RESPONSE:

The suggested disclosure revisions
have been made in the Prospectus Summary under the caption “The Fund’s Investment Strategies”.

11.
Please revise to disclose the CME dynamic price fluctuation limits for Bitcoin Future Contracts, and discuss how frequently such
limits have historically been imposed. In addition, we note your disclosure on page 6 that "[i]f 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." Please describe the price that the CME
would publish if the trading of Bitcoin Futures Contracts is halted.

RESPONSE:

The suggested revisions have been
made under the caption “Prospectus Summary – The Fund’s Investment Strategies”.

The Fund's Investments in Bitcoin

12.
Please revise to describe the "Investment Restrictions on Spot Bitcoin" and disclose your Spot Bitcoin Limits, including
quantification in dollars of those limits in recent periods in order to provide context around how those limits may impact the composition
of your assets. In addition, please revise to summarize here and describe in greater detail on page 53 the mechanics of how you purchase
and sell bitcoin and Bitcoin Futures Contracts in EFP transactions, including (i) whether you sell and purchase first to expire or second
to expire BTC Contracts and/or MBT Contracts, (ii) whether you use the CME's daily settlement prices from the prior day as the reference
price for the Bitcoin Futures Contracts sold or purchased in the EFP transactions, and, if not, how and when you calculate the reference
price of the Bitcoin Futures Contracts, (iii) how and when you calculate the reference price of the bitcoin sold or purchased in the EFP
transactions, (iv) whether you use the Direct Request for Quote available in the CME Direct, (v) the mechanics of how the bitcoin is transferred
in connection with the EFP transactions and (vi) how the CME ensures that the EFP transactions are executed at "commercially reasonable
prices," including a description of what is deemed to be a commercially reasonable price. In this regard, we note your disclosure
that you use the FBSP as the reference price for the bitcoin and the settlement price as the reference for the Futures Contracts and that
all purchases or sales of bitcoin are settled on-chain.

RESPONSE:

The Sponsor has determined that
the Fund’s previously stated portfolio investment restrictions on bitcoin holdings are commercially unwarranted. Consequently, all
prior discussions about such Sponsor-imposed Investment Restrictions on Spot Bitcoin have been removed from the Prospectus.

    4

The suggested revisions concerning
EFP transactions by the Fund have been included in the Prospectus.

13.
Please describe how the Investment Restrictions on Spot Bitcoin mitigate the risk of manipulation of the Shares of the Fund and
the bitcoin spot market, and clarify how a change of the SEC's view of the CME Bitcoin Futures market as a regulated market of significant
size, the NAV of the Fund and the prevailing trading conditions on the Core Exchanges of the Benchmark impact the Investment Restrictions
on Spot Bitcoin.

RESPONSE:

The requested disclosure is no
longer applicable because all descriptions of the Investment Restrictions on Spot Bitcoin have been removed from the Prospectus. See response
to Comment No. 12.

14.
We note your reference here to executing bitcoin transactions in a "regulated environment." Please revise to clarify,
if true, that these transactions do not take place on a regulated exchange, and balance your disclosure by describing the relevant risks
involved.

RESPONSE:

The phrase “regulated environment”
has been omitted in lieu of a more complete description of how the Fund uses the RFQ and EFP processes and associated risks.

The Offering, page 12

15.
Your disclosure on page 13 that "[t]he Sponsor determines the value of the spot bitcoin held by the Fund based on a methodology
that is entirely derived from the settlement prices of Bitcoin Futures Contracts on the CME and that [the Sponsor] considers all available
facts and all available information on the valuation date" is inconsistent with your disclosure regarding the Benchmark methodology.
Please revise for clarity here so that investors understand how the spot bitcoin holdings and Bitcoin Futures Holdings of the Fund are
calculated for the purpose of determining the NAV and the NAV per Share of the Fund in connection with creations and redemptions.

RESPONSE:

The Prospectus Summary now contains
a summary description of how the Fund’s bitcoin and Bitcoin Futures Contracts are valued for purposes of determining Fund NAV and
NAV per Share. Please be advised that the Benchmark may only play a role in determining the NAV of the Fund when the Futures-Based Spot
Price methodology is unavailable and the Sponsor determines that the Benchmark will be used as a fair value measure of the Fund’s
bitcoin.

16.
Please revise to disclose whether any of the expenses paid by the Sponsor are capped. In addition, your disclosure on page 13
that the "[g]eneral expenses of the Trust will be allocated among the Fund and any future series of the Trust as determined by the
Sponsor in its discretion" and your disclosure on page 37 that the Sponsor has the authority to "allocate expenses to and between
the funds of the Trust" is inconsistent with your disclosure on page 12 that "[t]he Trust has been formed and will be operated
with the goal that the Fund and any other series of the Trust will be liable only for obligations of such series, and a series will not
be responsible for or affected by any liabilities or losses of or claims against any other series." Please revise for clarity and
consistency.

    5

RESPONSE:

Revised disclosure regarding the
lack of expense caps and the Sponsor’s ability to allocate Trust expenses is included in the Prospectus.

17.
Please expand your summary of the Bitcoin Custodian to disclose the proportion of private keys that will be held in hot or cold
storage, whether the assets stored by the Bitcoin Custodian will be commingled with assets of other customers and whether and to what
extent the Custodian carries insurance for any losses of the Fund's custodied bitcoin.

RESPONSE:

The suggested disclosure revisions
have been made in the Prospectus.

What are the Risk Factors Involved with an Investment
in the Fund

Risks Related to Bitcoin and the Bitcoin Network

18.
Please add risk factors addressing front-running and wash trading in the spot bitcoin markets.

RESPONSE:

The suggested risk disclosures have
been added in the Prospectus as suggested.

"Forks" in the Bitcoin Network could
have adverse effects

19.
Please revise to disclose the Fund's policies related to forks and air drops, the terms of the Bitcoin Custodian's agreement that
address forks and airdrops and whether the Sponsor has provided any instructions to the Bitcoin Custodian regarding forks and air drops.

RESPONSE:

The suggested disclosure revisions
have been made in the Prospectus.

Rewards for mining bitcoin are designed to decline
over time

20.
Please expand this risk factor to describe the halving of bitcoin mining rewards, including the timing of the halving events and
quantitative information related to the historical, current and future size of the bitcoin mining rewards.

RESPONSE:

The suggested disclosure revisions
have been made in the Prospectus.

    6

Environmental risks from Bitcoin mining

21.
 Please expand this risk factor to address the reasons why bitcoin mining may implicate different risks than other crypto asset
mining such as the differences in proof-of-work and proof-of-stake, and discuss the regulations that U

CORRESP
1
filename1.htm

Tidal
Commodities Trust I

c/o Tidal
Investments LLC

234 West
Florida Street

Suite 203

Milwaukee,
WI 53204

December 27, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

    Re:
    Tidal Commodities Trust I (File No. 333-273364)

Hashdex Bitcoin Futures ETF

Registration Statement on Form S-1

Request for Acceleration

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Tidal Commodities Trust I hereby requests that the effective date of the above-referenced Registration
Statement be accelerated to January 2, 2024, at 9:30 a.m., Eastern Time, or as soon thereafter as practicable.

If you have any questions
regarding the matters discussed above, please do not hesitate to contact Peter Shea at (212) 536-3988, or in his absence, Brian Doyle-Wenger
at (615) 780-6718.

  Sincerely,

Tidal Commodities Trust I

By: Tidal Investments LLC, Sponsor

By: Guillermo Trias

/s/ Guillermo Trias

Chief Executive Officer of the Sponsor

 cc: Ms. Sandra Hunter Berkheimer, Division of Corporation Finance

Ms. Jessica Livingston, Division of Corporation
Finance

Mr. David Lin, Division of Corporation Finance

Ms. Kate Tillan, Division of Corporation Finance

Ms. Michelle Miller, Division of Corporation Finance

Mr. Guillermo Trias, Tidal Financial Group

Mr. Daniel Carlson, Tidal Financial Group

Mr. Michael Pellegrino, Tidal Financial Group

Mr. Brian Doyle-Wenger, K&L Gates LLP

CORRESP
1
filename1.htm

Tidal
Commodities Trust I

c/o Tidal
Investments LLC

234 West
Florida Street

Suite 203

Milwaukee,
WI 53204

December 27, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

    Re:
    Tidal Commodities Trust I (File No. 333-275227)

Hashdex Bitcoin Futures ETF

Registration Statement on Form S-4

Request for Acceleration

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Tidal Commodities Trust I hereby requests that the effective date of the above-referenced Registration
Statement be accelerated to January 2, 2024, at 9:30 a.m., Eastern Time, or as soon thereafter as practicable.

If you have any questions
regarding the matters discussed above, please do not hesitate to contact Peter Shea at (212) 536-3988, or in his absence, Brian Doyle-Wenger
at (615) 780-6718.

  Sincerely,

Tidal Commodities Trust I

By: Tidal Investments LLC, Sponsor

By: Guillermo Trias

/s/ Guillermo Trias

Chief Executive Officer of the Sponsor

 cc: Ms. Sandra Hunter Berkheimer, Division of Corporation Finance

Ms. Jessica Livingston, Division of Corporation
Finance

Mr. David Lin, Division of Corporation Finance

Ms. Kate Tillan, Division of Corporation Finance

Ms. Michelle Miller, Division of Corporation Finance

Mr. Guillermo Trias, Tidal Financial Group

Mr. Daniel Carlson, Tidal Financial Group

Mr. Michael Pellegrino, Tidal Financial Group

Mr. Brian Doyle-Wenger, K&L Gates LLP

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

United States securities and exchange commission logo
December 13, 2023
Guillermo Trias
Chief Executive Officer/President of the Sponsor
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 Draft Registration Statement on Form S-1
Submitted November 14, 2023
CIK No. 0001985840
Dear Guillermo Trias:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1.Please revise to describe the AML and KYC procedures conducted by the Fund and any
applicable service providers.
2.To the extent that you intend to use an updated fact sheet, please provide a copy for our
review.
3.Please provide us with an update on the status of any review being conducted by the NFA
and provide us with copies of any comments issued and your responses to those
comments.  Please also tell us whether there are any limitations, conditions or other
restrictions on your activities as a commodity pool as it relates to your intentions to hold a
mix of bitcoin and bitcoin futures.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 December 13, 2023 Page 2
 FirstName LastNameGuillermo Trias
Tidal Commodities Trust I
December 13, 2023
Page 2
Prospectus Summary, page 1
4.Please revise to disclose here whether the Fund is a passive or active investment vehicle.
Please also disclose, if true, that the Fund, the Sponsor and the service providers will not
loan or pledge the Fund's assets, nor will the Fund's assets serve as collateral for any loan
or similar arrangement.
5.Please revise your disclosure here to provide quantitative information that demonstrates
the volatility of the price of bitcoin and Bitcoin Futures Contracts.
6.Please revise your disclosure here to address the risks associated with the competition you
will face in launching and sustaining your product, including the risk that your timing in
reaching the market and your fee structure relative to other bitcoin-related ETPs could
have a detrimental effect on the scale and sustainability of your product.
7.Please revise to disclose here to provide quantitative information that summarizes the
historical range between the NAV per share and price of Shares in the secondary market.
Similarly, please revise to provide quantitative information that summarizes the historical
range between the Benchmark and the NAV of the Fund.
The Benchmark Methodology, page 2
8.We note your disclosure on page 2 that the CIOC approves any material changes to the
methodology and reviews the Benchmark methodology at least on an annual basis.  Please
revise to disclose whether Shareholders will be notified of any material changes to the
Benchmark, and, if so, how.  In addition, please identify the Core Exchanges of the
Benchmark here.  In this regard, we note that you identify the Constituent Exchanges of
the CF Bitcoin Reference Rate on page 4 but do not identify the Benchmark Core
Exchanges.
Bitcoin Future Contracts, page 3
9.We note your disclosure on page 3 that you will invest in bitcoin, BTC Contracts and
MBT Contracts "to the extent necessary" to achieve exposure to the bitcoin futures
market.  Please clarify here what you mean by "to the extent necessary."  In addition,
please clarify what you mean by your statement that there is a December CME Bitcoin
Futures Contract "if there is only one contract expiring in December at that point in time."
The Fund's Investment Strategies, page 4
10.Please revise to disclose the number of BTC Contracts, MBT Contracts, bitcoin, cash and
cash equivalents that you hold as of the most recent practicable date, and revise to
describe your policies regarding (i) how you determine the percentage of Bitcoin Futures
Contracts and the percentage of bitcoin held by the Fund, (ii) the amount of cash and cash
equivalents held by the Fund and (iii) how often you engage in transactions to rebalance
the percentage of Bitcoin Futures Contracts and bitcoin held.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 December 13, 2023 Page 3
 FirstName LastNameGuillermo Trias
Tidal Commodities Trust I
December 13, 2023
Page 3
11.Please revise to disclose the CME dynamic price fluctuation limits for Bitcoin Future
Contracts, and discuss how frequently such limits have historically been imposed.  In
addition, we note your disclosure on page 6 that "[i]f 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."  Please describe the price that the CME
would publish if the trading of Bitcoin Futures Contracts is halted.
The Fund's Investments in Bitcoin, page 7
12.Please revise to describe the "Investment Restrictions on Spot Bitcoin" and disclose your
Spot Bitcoin Limits, including quantification in dollars of those limits in recent periods in
order to provide context around how those limits may impact the composition of your
assets.  In addition, please revise to summarize here and describe in greater detail on page
53 the mechanics of how you purchase and sell bitcoin and Bitcoin Futures Contracts
in EFP transactions, including (i) whether you sell and purchase first to expire or second
to expire BTC Contracts and/or MBT Contracts, (ii) whether you use the CME's daily
settlement prices from the prior day as the reference price for the Bitcoin Futures
Contracts sold or purchased in the EFP transactions, and, if not, how and when you
calculate the reference price of the Bitcoin Futures Contracts, (iii) how and when you
calculate the reference price of the bitcoin sold or purchased in the EFP transactions, (iv)
whether you use the Direct Request for Quote available in the CME Direct, (v) the
mechanics of how the bitcoin is transferred in connection with the EFP transactions and
(vi) how the CME ensures that the EFP transactions are executed at "commercially
reasonable prices," including a description of what is deemed to be a commercially
reasonable price.  In this regard, we note your disclosure that you use the FBSP as the
reference price for the bitcoin and the settlement price as the reference for the Futures
Contracts and that all purchases or sales of bitcoin are settled on-chain.
13.Please describe how the Investment Restrictions on Spot Bitcoin mitigate the risk of
manipulation of the Shares of the Fund and the bitcoin spot market, and clarify how a
change of the SEC's view of the CME Bitcoin Futures market as a regulated market of
significant size, the NAV of the Fund and the prevailing trading conditions on the Core
Exchanges of the Benchmark impact the Investment Restrictions on Spot Bitcoin.
14.We note your reference here to executing bitcoin transactions in a "regulated
environment."  Please revise to clarify, if true, that these transactions do not take place on
a regulated exchange, and balance your disclosure by describing the relevant risks
involved.
The Offering, page 12
15.Your disclosure on page 13 that "[t]he Sponsor determines the value of the spot
bitcoin held by the Fund based on a methodology that is entirely derived from the
settlement prices of Bitcoin Futures Contracts on the CME and that [the Sponsor]

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 December 13, 2023 Page 4
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
December 13, 2023
Page 4
considers all available facts and all available information on the valuation date" is
inconsistent with your disclosure regarding the Benchmark methodology.  Please revise
for clarity here so that investors understand how the spot bitcoin holdings and Bitcoin
Futures Holdings of the Fund are calculated for the purpose of determining the NAV and
the NAV per Share of the Fund in connection with creations and redemptions.
16.Please revise to disclose whether any of the expenses paid by the Sponsor are capped.  In
addition, your disclosure on page 13 that the "[g]eneral expenses of the Trust will be
allocated among the Fund and any future series of the Trust as determined by the Sponsor
in its discretion" and your disclosure on page 37 that the Sponsor has the authority to
"allocate expenses to and between the funds of the Trust" is inconsistent with your
disclosure on page 12 that "[t]he Trust has been formed and will be operated with the goal
that the Fund and any other series of the Trust will be liable only for obligations of such
series, and a series will not be responsible for or affected by any liabilities or losses of or
claims against any other series."  Please revise for clarity and consistency.
17.Please expand your summary of the Bitcoin Custodian to disclose the proportion of
private keys that will be held in hot or cold storage, whether the assets stored by the
Bitcoin Custodian will be commingled with assets of other customers and whether and to
what extent the Custodian carries insurance for any losses of the Fund's custodied bitcoin.
What are the Risk Factors Involved with an Investment in the Fund
Risks Related to Bitcoin and the Bitcoin Network, page 15
18.Please add risk factors addressing front-running and wash trading in the spot bitcoin
markets.
"Forks" in the Bitcoin Network could have adverse effects, page 16
19.Please revise to disclose the Fund's policies related to forks and air drops, the terms of the
Bitcoin Custodian's agreement that address forks and airdrops and whether the Sponsor
has provided any instructions to the Bitcoin Custodian regarding forks and air drops.
Rewards for mining bitcoin are designed to decline over time, page 17
20.Please expand this risk factor to describe the halving of bitcoin mining rewards, including
the timing of the halving events and quantitative information related to the historical,
current and future size of the bitcoin mining rewards.
Environmental risks from Bitcoin mining, page 21
21.Please expand this risk factor to address the reasons why bitcoin mining may implicate
different risks than other crypto asset mining such as the differences in proof-of-work and
proof-of-stake, and discuss the regulations that U.S. states and foreign jurisdictions have
passed or are currently considering that impact crypto asset mining.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 December 13, 2023 Page 5
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
December 13, 2023
Page 5
Risks Related to Lack of Liquidity
Authorized Purchasers' buying and selling activity, page 25
22.Your disclosure that Authorized Purchasers will purchase bitcoin in connection with
creation orders and sell bitcoin in connection with redemption orders is inconsistent with
your disclosure on page 32 and throughout that purchases and redemptions will be
transacted in cash rather than in-kind.  Similarly, in the second to last risk factor on page
32 you reference the Authorized Purchasers' ability to purchase and sell bitcoin in an
efficient manner to effectuate creation and redemption orders and in the last risk factor on
page 32 you state that Shares surrendered by Authorized Purchasers are redeemable in
exchange for the underlying amount of bitcoin.  Please revise as necessary.
Arbitrage transactions intended to keep the price of Shares, page 26
23.Please expand this risk factor to provide examples of "unanticipated difficulties" in
creations and redemptions.
Regulatory Risk, page 27
24.Please add risk factors and expand the risk factors in this subsection to identify and
discuss material legislation or regulation, including pending legislation or regulation,
related to bitcoin, the bitcoin market, crypto assets and the crypto asset markets in the U.S.
and in foreign jurisdictions.
There are technical and fundamental risks inherent in the trading system, page 30
25.Please revise to clarify the risks that this risk factor is addressing by explaining what you
mean by "other investment fund complex" and why the Sponsor's discontinuation in
activities related to "other investment fund complex" could adversely affect the Fund,
clarify what you mean by the quantitative models upon which the Sponsor's trading
systems are based and clarify the types of trading decisions you are addressing in this risk
factor.
The Fund could terminate at any time and cause liquidation, page 31
26.We note your disclosure on page 31 that "[i]f the Sponsor and the Fund are unable to raise
sufficient funds so that the expenses are reasonable in relation to the Fund's NAV, the
Fund may be forced to terminate, and investors may lose all or part of their investment."
Please revise to quantify or otherwise describe what "reasonable in relation to the Fund's
NAV" means.  In addition, we note your disclosure on page 36 that "[t]o the extent that
the Fund does not grow to or maintain a viable size, it may be liquidated, and the
expenses, timing and tax consequences of such liquidation may not be favorable to some
Shareholders."  Please revise to quantify or otherwise describe what a "viable size" means.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 December 13, 2023 Page 6
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
December 13, 2023
Page 6
Fund assets may be depleted if investment performance does not exceed fees, page 32
27.We note your disclosure on page 32 that "[i]n addition to certain fees paid to the Fund’s
service providers, the Fund pays the Sponsor a fee of 0.94% of assets under management
per annum, regardless of Fund performance."  Please identify the fees paid to the Fund's
service providers that are not paid by the Sponsor out of the Management Fee.
If a minimum number of Shares is outstanding, market makers may be less willing, page 33
28.Please revise this risk factor to disclose whether you have in the past halted redemptions
due to the number of Shares outstanding.  In this regard, we note that, according to your
website, on November 15, 2023, you had 50,000 Shares outstanding.
Potential Conflicts of Interest
The Sponsor's principals, officers or employees may trade bitcoin, page 37
29.Please expand this risk factor to include affiliates of the Sponsor, and disclose here that
the Administrator is an affiliate of the Sponsor.
Operation of the Fund, page 49
30.Please revise to reconcile your disclosure here that the Fund expects that the Fund’s assets
will be used to invest in Bitcoin Futures Contracts and cash and cash equivalents with the
disclosure throughout the prospectus that the Fund also intends to use its assets to invest in
bitcoin.
The Offering
The Fund's Investments in Spot Bitcoin
Custody of Bitcoin, page 54
31.Please revise to describe the material terms of the Fund's agreement with the
Bitcoin Custodian, including the term and a detailed description of the termination
provisions that includes quantitative information regarding the "applicable notice" to the
Fund and to the Sponsor in connection with the Bitcoin Custodian's decision to terminate
the BitGo Agreement for cause, the "applicable notice" to the Bitcoin Custodian should
the Sponsor choose to terminate the agreement and the termination fee that the Sponsor
must pay in connection with terminating the a

United States securities and exchange commission logo
November 30, 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-1
Filed November 2, 2023
File No. 333-273364
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 August 17, 2023 letter.
Amendment No. 1 filed November 2, 2023
General
1.We note your registration statement on Form S-4 (File No. 333-275227) is currently under
review and that we issued comments on November 30, 2023. To the extent applicable,
please make the changes we have requested in our other comment letter to this registration
statement as well.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 November 30, 2023 Page 2
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
November 30, 2023
Page 2
The Offering, page 28
2.Please refer to comment 12 and to your revised disclosures. Please update the table of
Market Price of Shares to include the third quarter and update the table on Prior
Performance of the Fund to include all available monthly 2023 rates of return.
            Please contact Jessica Livingston at 202-551-3448 or Sandra Hunter Berkheimer at 202-
551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Peter J. Shea

United States securities and exchange commission logo
September 29, 2023
Guillermo Trias
Chief Executive Officer/President of the Sponsor
Tidal Commodities Trust I
c/o Toroso Investments, LLC
234 West Florida Street, Suite 203
Milwaukee, WI 53204
Re:Tidal Commodities Trust I
Draft Registration Statement on Form S-1
Submitted August 25, 2023
CIK No. 0001985840
Dear Guillermo Trias:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
General
1.Based on our preliminary review of your draft registration statement, we have the
following initial set of comments.  Once you have amended your draft registration
statement and responded to each of these comments, we will provide you with more
detailed comments relating to your draft registration statement, as appropriate.
2.We note that your draft registration statement includes a number of blanks or omitted
information, including, for example, the Bitcoin Custodians, Sub-Administrator, Trustee,
the initial Authorized Participant and Authorized Purchasers, other service providers,

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 September 29, 2023 Page 2
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
September 29, 2023
Page 2
and exhibits.  Please revise to include this information in your next amendment, or tell us
when you intend to do so.  Please also confirm your understanding that the staff will need
sufficient time to review this information, and we may have additional comments at that
time.
3.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following
address: https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-
markets.  Please consider the issues identified in the sample letter as applicable to your
facts and circumstances, and revise your disclosure accordingly.
4.You indicate in your correspondence dated August 25, 2023 that the commencement of
the offering contemplated by this Draft Submission may ultimately be registered pursuant
to a post-effective amendment to an effective  Form S-1 or Form S-3, as the case may be,
or a separate registration statement for the Fund once a listing rule is approved by the
Commission.  Please provide us with your analyses demonstrating your eligibility to use
Form S-1 as well as your eligibility for submitting draft registration statement for
confidential review.
Prospectus Summary
The Fund's Investment Objective, page 1
5.Please revise your disclosure to provide a materially complete description of the
Benchmark methodology.  Please also address the following in your disclosure regarding
the Benchmark:
•Include a table with market share and volume information for each Core Exchange
comprising the Benchmark used to calculate the CME CF Bitcoin Reference Rate;
and
•Disclose the extent to which the Sponsor has discretion to select a different
Benchmark.
What Are the Risk Factors Involved with an Investment in the Fund, page 15
6.Please revise to provide a materially complete description of the risks related to bitcoin
and the bitcoin network, including volatility in the price of bitcoin.
7.Please revise your disclosure to address the competition you will face in launching and
sustaining your product.  Please also revise your risk factors to address the risks associated
with this competition, including the risk that your timing in reaching the market and your
fee structure relative to other bitcoin ETPs could have a detrimental effect on the scale and
sustainability of your product.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 September 29, 2023 Page 3
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
September 29, 2023
Page 3
Risks Associated with Investing in Bitcoin
Bitcoin exchanges are unregulated and may be more exposed to fraud and failure, page 16
8.Please revise to discuss the extent to which material aspects of the business and operations
of bitcoin trading platforms are not regulated.  For example, please address the fact that
bitcoin trading platforms are not subject to regulation in a similar manner as other
regulated trading platforms, such as national securities exchanges or designated contract
markets.  Also discuss the risks of fraud, manipulation, front-running, wash-trading,
security failures or operational problems at bitcoin trading platforms.
The Offering
The Fund's Investments in Spot Bitcoin
Custody of Bitcoin, page 47
9.Please revise to provide a materially complete discussion of your bitcoin custody
arrangements.  For example, please revise to address the following:
•Describe the material terms of your agreement with the Bitcoin Custodians;
•Describe whether your assets custodied by the Bitcoin Custodians will be
commingled with assets of other customers;
•Identify who will have access to the private key information and disclose whether any
entity will be responsible for verifying the existence of the bitcoins; and
•Disclose whether and to what extent the Custodians carry insurance for any losses of
the bitcoin that they custody for you.
Calculating NAV, page 55
10.Please include a materially complete description of the methodology to be used to
calculate NAV and disclose how you will value your bitcoin holdings for GAAP
purposes.  Please also tell us how you intend to develop accounting and valuation policies
to address significant events related to crypto assets.  For example, explain to us how your
valuation policies will address the potential for a blockchain for a crypto asset to diverge
into different paths (i.e., a “fork”) and airdrops.
Creation and Redemption of Shares, page 57
11.In providing a materially complete discussion of the creation and redemption process,
please address the following, as appropriate:
•Discuss the potential impact on the arbitrage mechanism of the price volatility,
trading volume, price differentials across bitcoin trading platforms, and the closing of
bitcoin trading platforms due to fraud, failures, security breaches or otherwise;
•Clarify whether the Sponsor may generally suspend creations and redemptions and, if
so, the circumstances under which it may do so; and
•Describe the mechanics of how the creation and redemption process will work
between the Trust, the Authorized Participants and the Custodians, including a
discussion of whether and to what extent creation and redemption transactions will be

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 September 29, 2023 Page 4
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
September 29, 2023
Page 4
settled on-chain or off-chain, and any risks associated with the settlement process.
12.Please discuss whether and to what extent the size of your creation and redemption
baskets could have an impact on the arbitrage mechanism in light of the market for
bitcoin.
The Sponsor Has Conflicts of Interest, page 63
13.Please revise to disclose all existing and potential conflicts of interest between your
Sponsor and its affiliates and the Trust.  Please also clarify whether the Sponsor or any
insiders have bitcoin or bitcoin-related exposure that could create conflicts of interest and
disclose whether you have a code of conduct or other requirements for pre-clearance of
bitcoin-related transactions that apply to your employees, the Sponsor, or any of its
affiliates.
Experts, page 66
14.Please revise to include this information in your next amendment, or tell us when you
intend to do so.
Financial Statements, page 85
15.Please confirm you will file your audited financial statements in a pre-effective
amendment as soon as they are available in order to allow the staff sufficient time to
complete its review.  Please also confirm your understanding that the staff will need
sufficient time to review the audited financial statements and related information, and we
may have additional comments at that time.
            You may 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 Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Peter Shea

United States securities and exchange commission logo
August 17, 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
Registration Statement on Form S-1
Filed July 21, 2023
File No. 333-273364
Dear Guillermo Trias:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form S-1 filed July 21, 2023
General
1.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price of the Predecessor Fund since its last reporting period, including any material
impact from the price volatility of crypto assets.
2.We note the blanks related to the anticipated closing of the merger transaction and that
you anticipate the filing of a registration statement on Form S-4 for that transaction.
Accordingly, please update when practicable to complete the merger disclosures and to

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 August 17, 2023 Page 2
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
August 17, 2023
Page 2
make conforming changes consistent with any staff comments issued on the Form S-4, to
the extent applicable.
3.We note the Hashdex Bitcoin Futures ETF Fund is listed on NYSE Arca. Please tell us the
status of the exchange's amendment to the listing standard application under Rule 19b-4 of
the Exchange Act.
Prospectus Summary, page 1
4.Please revise here and in the main section to disclose the Fund's assets as of a recent date.
Also briefly summarize here the Fund's performance since inception.
What Are The Risk Factors Involved With An Investment In The Fund?, page 14
5.To the extent material, please discuss any reputational harm you may face in light of the
recent disruption in the crypto asset markets. For example, discuss how market conditions
may affect how your business is perceived by customers, counterparties, and regulators,
and whether there may be a material impact on your operations or financial condition.
6.Please describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets. Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
7.To the extent material, please describe any gaps your board or management have
identified with respect to planned risk management processes and policies in light of
current crypto asset market conditions as well as any changes you have made or intend to
make to address those gaps.
8.Please describe any material risk to shareholders, either direct or indirect, from excessive
redemptions, withdrawals, or a suspension of redemptions or withdrawals, of shares from
the Fund.
9.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:

•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Risks from price declines or price volatility of crypto assets.
The Offering, page 35
10.To the extent material, discuss how the bankruptcies of certain market participants and the
downstream effects of those bankruptcies have impacted or may impact your business,
financial condition, customers, and counterparties, either directly or indirectly.

 FirstName LastNameGuillermo Trias
 Comapany NameTidal Commodities Trust I
 August 17, 2023 Page 3
 FirstName LastName
Guillermo Trias
Tidal Commodities Trust I
August 17, 2023
Page 3
11.If material to an understanding of your business, describe any direct or indirect exposures
to other counterparties, customers, custodians, or other participants in crypto asset markets
known to:

•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or withdrawals
of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.
12.Please update disclosure under Market Price of Shares on page 38 to include the first and
second quarters for 2023.  Similarly update Prior Performance of the Fund on pages 38
and 39 to include all available monthly 2023 rates of return. Please also revise to discuss
changes in the Fund’s net asset performance and any trends or uncertainties that
contributed to significant changes in NAV.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jessica Livingston at 202-551-3448 or Sandra Hunter Berkheimer at
202-551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Peter J. Shea