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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 3, 2026
Hashdex Commodities Trust
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41900 |
|
92-6468665 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1100 N. Market Street, Suite 300, Wilmington, Delaware 19890
(Address
of principal executive offices, including zip code)
(844)
403-5272
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Shares of Hashdex Bitcoin ETF |
|
DEFI |
|
NYSE Arca, Inc. |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
To
the extent required by Item 1.01 of this Current Report on Form 8-K, the information contained in Item 7.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
To
the extent required by Item 3.01 of this Current Report on Form 8-K, the information contained in Item 7.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
August 3, 2026, Hashdex Asset Management Ltd. (the “Sponsor”) announced that its officers had authorized a plan to (i) liquidate
the Hashdex Bitcoin ETF (the “Fund”), the sole series of the Hashdex Commodities Trust (the “Trust”), (ii) terminate
the continuous offering of the Fund; and (iii) deregister the Fund’s shares under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The Sponsor has submitted written notice to the NYSE Arca, Inc. (“Arca”)
of its decision to liquidate the Fund and to terminate the offering.
The
Fund will no longer accept creation orders after August 17, 2026, and trading on Arca for the shares of the Fund will be suspended after
the close of business on that same date. Shareholders may sell their holdings on or before August 17, 2026 and may incur brokerage charges.
Following the cessation of trading, the Fund is expected to cease operations, liquidate its assets, and distribute the liquidation proceeds
to shareholders on or about August 24, 2026 (the “Liquidation Date”). Shareholders of record on the Liquidation Date will
receive cash equal to the net asset value of their shares as of that date. These dates are subject to change.
The
Sponsor intends to file a post-effective amendment on behalf of the Fund to terminate the offering of the Fund’s registered and
unsold shares. Arca will file a Form 25 with the U.S. Securities and Exchange Commission to effect the withdrawal of the listing of the
Fund from Arca as soon as possible. Delisting from Arca will become effective 10 days after the filing date of the Form 25.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking
Statements
The
Sponsor’s statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Actual results may
differ materially from those included in the forward-looking statements. The Sponsor intends for such forward-looking statements to be
covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995,
and the Sponsor is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements,
which are based on certain assumptions and describe future plans, strategies, intentions and expectations, are generally identifiable
by use of the words “expect,” “project,” “may,” “will,” “should,” “could,”
“would,” “intend,” “plan,” “propose,” “anticipate,” “estimate,”
“believe,” “continue,” “predict,” “potential” or the negative of such terms and other
comparable terminology. The Sponsor’s ability to predict results or the actual effect of future plans or strategies is inherently
uncertain.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Plan of Liquidation, dated August 3, 2026 |
| 99.1 |
|
Press Release, dated August 3, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
August 3, 2026 |
HASHDEX COMMODITIES TRUST |
| |
on behalf of its series, Hashdex Bitcoin ETF |
| |
|
|
| |
By: |
Hashdex Asset Management Ltd., as Sponsor |
| |
|
|
| |
By: |
/s/ Samir Kerbage |
| |
Name: |
Samir Kerbage |
| |
Title: |
Director of the Sponsor (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 99.1
Hashdex Announces Closure of Hashdex Bitcoin ETF
New York, NY — August 3, 2026 — Hashdex Asset Management
Ltd. (“Hashdex”), as sponsor (the “Sponsor”) of Hashdex Commodities Trust (the “Trust”), today announced
plans to close and liquidate the Hashdex Bitcoin ETF (NYSE Arca: DEFI) (the “Fund”), the sole series of the Trust. Assets
under management of the Fund as of July 30, 2026, were approximately $14.7 million. Hashdex continues to manage over $200 million of assets
in products available to U.S. investors.
As Sponsor, Hashdex continuously monitors and evaluates its product
line across a number of factors, including assets under management, trading liquidity, operating costs, investor interest, and how each
fund fits within the firm’s broader index-based product range. The decision to liquidate the Fund was made based on an analysis
of these factors and other operational considerations. The Sponsor has authorized the closure and liquidation of the Fund.
Key Dates
| ● | Shareholders may sell their shares of the Fund (the “Shares”) on NYSE Arca, Inc. (“NYSE Arca”) through the
close of business on August 17, 2026 (the “Last Trading Day”). Customary brokerage charges may apply. |
| ● | The Fund will stop accepting creation orders from authorized participants after August 17, 2026. |
| ● | The Shares will no longer trade on NYSE Arca after the Last Trading Day and will subsequently be delisted. |
| ● | Shareholders who continue to hold Shares as of the close of business on the Last Trading Day will receive a cash liquidating distribution,
currently expected to be paid on or about August 28, 2026 (the “Liquidation Date”). |
Following the Last Trading Day, the Fund will liquidate its remaining
bitcoin holdings. The Fund will no longer pursue its stated investment objective and will not engage in any business activities other
than winding up its business and affairs, preserving the value of its assets, paying its liabilities, and distributing its remaining assets
to shareholders.
The liquidating distribution will be equal to the net asset value of
a shareholder’s Shares as of the Liquidation Date, and will reflect the costs of closing the Fund and related transaction costs,
as well as movements in the price of bitcoin during the period in which the Fund liquidates its assets. Such movements may be substantial.
Shareholders and other investors seeking additional information about
the Fund, including the Fund’s prospectus, may visit https://hashdex-etfs.com/defi.
Media Contact
Dukas Linden Public Relations
hashdex@dlpr.com