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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
October 7, 2025
Hashdex Nasdaq Crypto Index US ETF
(Exact name of registrant specified in its charter)
| Delaware |
|
001-42511 |
|
33-2103856 |
(State or Other Jurisdiction
Of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
19 West 44th Street, Suite 200
New York, NY 10036
(Address of principal executive offices, zip code)
Registrant’s telephone number, including
area code: (866) 403-5272
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 Beneficial Interest of Hashdex Nasdaq Crypto Index US ETF |
|
NCIQ |
|
The
Nasdaq Stock Market LLC |
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.
Master Infrastructure As-A-Service Agreement
On October 7, 2025, the Trust, entered into a
Master Infrastructure-as-a-Service Agreement (the “Coinbase Cloud MSA”) with Coinbase Cloud Pte. Ltd. (“Coinbase Cloud”).
Under the Coinbase Cloud MSA, Coinbase Cloud will provide the infrastructure and related technical services necessary to enable the Trust
to participate in staking activities with respect to certain eligible crypto assets held by the Trust (the “Staking Activities”).
The Trust will announce when it starts Staking Activities at a later date.
Under the Coinbase Cloud MSA, Coinbase Cloud will
provide the Trust with certain infrastructure and technical services for specific crypto asset networks as set forth in one or more order
schedules. These services include, among other things: (i) network participation, which may involve staking, validating, and helping to
secure the supported blockchain networks; and (ii) managed services, such as network upgrades, monitoring, and maintenance.
The Coinbase Cloud MSA has an initial term of
twenty-four (24) months and will automatically renew for successive twelve (12) month periods unless terminated. As compensation, Coinbase
Cloud will receive a service fee calculated as a percentage of the gross staking rewards earned by the Trust. Pursuant to the Coinbase
Cloud MSA, the Trust has designated Coinbase Cloud as its primary provider for blockchain-related infrastructure services.
Staked crypto assets will remain under the control
of the Trust’s designated Crypto Custodian at all times, and Coinbase Cloud is not permitted to rehypothecate or otherwise use the
Trust’s crypto assets for its own benefit. The Coinbase Cloud MSA also contains customary representations, warranties, and provisions
regarding indemnification and limitation of liability.
The foregoing description of the Coinbase Cloud
MSA does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which has been filed
as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Master Infrastructure-as-a-Service Agreement, dated as of October 7, 2025, by and between Coinbase Cloud Pte. Ltd. and the Trust |
| 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: October 15, 2025 |
HASHDEX NASDAQ CRYPTO INDEX US ETF |
| |
|
| |
By: |
/s/ Samir Elias Hachem Kerbage |
| |
Name: |
Samir Elias Hachem Kerbage |
| |
Title: |
Director of the Sponsor (Principal Finance Officer and Principal Accounting Officer) |