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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):
November 12, 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.
Amendment to the Sponsor Agreement
On November 12, 2025, the Trust entered into an
Amendment to the Sponsor Agreement, by and between the Trust and the Sponsor (the “Amendment to the Sponsor Agreement”), to
extend the temporary reduction of the Sponsor’s Management Fee to 0.25% per annum through December 31, 2026. After December 31,
2026, the standard 0.50% annual Management Fee will apply.
The foregoing description of the Amendment to
the Sponsor Agreement 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 5.03 - Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On November 12, 2025, the Sponsor and CSC Delaware
Trust Company, the Trustee of the Trust, entered into a Fourth Amended and Restated Trust Agreement (the “Trust Agreement”).
The Trust Agreement made changes to the Third Amended and Restated Trust Agreement to reflect necessary changes in order to allow for
in-kind creation and redemption transactions. A copy of the Trust Agreement is filed as Exhibit 3.1.
Item 8.01 - Other Events.
In Kind Creations and Redemptions
On September 22, 2025, The Nasdaq Stock Market
LLC (the “Exchange”) filed with the Securities and Exchange Commission (the “SEC”) an immediately effective proposed
rule change (SR-NASDAQ-2025-078) to permit the Hashdex Nasdaq Crypto Index US ETF (the “Trust”) to operate in reliance on
the generic listing standards under Nasdaq Rule 5711(d) (the “Generic Listing Standards”). Pursuant to this transition, the
Trust may implement “in-kind” creation and redemption processes for its crypto assets in its discretion, providing an alternative
to the Trust’s current cash creation and redemption processes.
The Trust will permit authorized participants
(“Authorized Participants”) to submit orders to create or redeem Baskets in exchange for Trust Shares. Baskets will be created
or redeemed upon the Trust’s confirmation of receipt or delivery of the appropriate amount of crypto assets to or from its account
with one of the Trust’s crypto custodians. On the settlement date, the Trust will deliver or redeem Shares to or from the Authorized
Participant in exchange for crypto assets received from, or delivered to, the Authorized Participant or its designated agent or client.
The Trust may also rely on Coinbase Inc., acting
as prime execution agent, to facilitate the transfers between the Trust and the Authorized Participant (or its agent or client). If an
in-kind order cannot be timely settled, the Authorized Participant may elect an alternative settlement method consistent with the Trust’s
procedures.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Trust Agreement |
| 10.1 |
|
Amendment to the Sponsor Agreement, dated as of November 12, 2025. |
| 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: November 12, 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) |
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