AsRegistration ~~filed~~No. ~~with the Securities and Exchange Commission on March 10, 2022~~333-[_______]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Registration~~Washington, NoD.C. ~~333-~~20549

FORM S-1 REGISTRATION STATEMENT ~~UNITED~~UNDER THE ~~STATES~~SECURITIES ACT OF 1933

Teucrium Commodity Trust ~~SECURITIES~~(Exact ~~AND~~Name ~~EXCHANGE~~of ~~COMMISSION~~Registrant as Specified in Its Charter)

WASHINGTON, D.C. 20549

Delaware

6799

45-0602467

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer Identification

No.)

~~FORM~~c/o STeucrium Trading, LLC Three Main Street Suite 215 Burlington, VT 05401 Phone: (802)540-10019 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Sal Gilbertie Chief Executive Officer Teucrium Trading, LLC Three Main Street Suite 215 Burlington, VT 05401 Phone: (802)540-0019 (Name, address, including zip code, and telephone number, including area code, of agent for service)

~~REGISTRATION~~Copies ~~STATEMENT UNDER THE SECURITIES ACT OF 1933~~to:

~~Teucrium~~Morrison ~~Commodity~~C. ~~Trust~~Warren, Esq. Chapman and Cutler LLP 320 South Canal Street Chicago, Illinois 60060 Eric Simanek, Esq. Eversheds Sutherland (US) LLP 700 Sixth Street, NW Washington, DC 20001

~~(Registrant)~~Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

~~Delaware~~If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(~~State~~b) orunder ~~other~~the ~~jurisdiction~~Securities Act of ~~incorporation~~1933, ~~or organization)~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~6799~~If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~(Primary~~If ~~Standard~~this ~~Industrial~~Form ~~Classification~~is ~~Code Number~~a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

45Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-~~0602467~~accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~(I.R.S.~~Large ~~Employer~~accelerated ~~Identification~~filer ~~No.)~~Non-accelerated filer ☐ ☒ Accelerated filer Smaller reporting company Emerging growth company ☐ ☒ ☐

c/o Teucrium Trading, LLC

Three Main Street

Suite 215

Burlington, VT 05401

Phone: (802) 540-0019

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Sal Gilbertie

Chief Executive Officer

Teucrium Trading, LLC

Three Main Street

Suite 215

Burlington, VT 05401

Phone: (802) 540-0019

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

W. Thomas Conner, Esq.

VedderPrice P.C.

1401 New York Avenue

Washington, DC 20005

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐

The ~~registrant~~ Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until ~~this~~ the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any ~~jurisdiction~~ state where the offer or sale is not permitted.

Subject to Completion Preliminary Prospectus dated September 17, 2025

~~Preliminary~~7RCC ~~Prospectus~~Spot ~~dated~~Bitcoin ~~March~~and ~~10,~~Carbon ~~2022~~Credit Futures ETF

~~Teucrium~~7RCC ~~Agricultural~~Spot Bitcoin and Carbon Credit Futures ETF (the “Fund” or “Us” or “We” or “BTCK”) is designed to provide investors with a cost‑effective means to gain price exposure to bitcoin with an environmentally responsible approach with exposure to carbon credits. The Fund issues shares (“Shares”) that trade on the NYSE Arca, Inc. (“NYSE Arca” or the “Exchange”) under the symbol “BTCK” and that can be purchased and sold by investors through their broker‑dealer. The Fund’s investment objective is to reflect the daily changes of the price of bitcoin and the value of Carbon Credit Futures (as defined below), as represented by the 7RCC Kaiko Bitcoin Carbon Credit Index (the “Index”), less expenses from the Fund’s operations. Under normal market conditions, the Fund invests its assets in bitcoin and carbon credit futures contracts that comprise the Index (“Carbon Credit Futures”), in an approximate ratio of 80:20, respectively.

~~Teucrium Agricultural~~The ~~Fund~~sponsor (to the “Fund” ~~or “Us” or “We” or “TAGS”)~~ is ~~designed~~Teucrium ~~to provide investors with a cost-effective means to gain price exposure to four agricultural commodity markets~~Trading, ~~specifically~~LLC ~~corn, soybeans, wheat and sugar for future delivery. The Fund issues shares~~ (the “~~Shares~~Sponsor”), ~~that~~which ~~trade~~receives ona ~~the~~management ~~NYSE~~fee ~~Arca stock exchange~~ (the “~~NYSE~~Sponsor ~~Arca~~Fee”). ~~under~~From the ~~symbol~~Sponsor ~~“TAGS”~~Fee, ~~and that~~the ~~can~~Sponsor behas ~~purchased~~contractually ~~and~~agreed ~~sold by investors through their broker-dealer. The Fund seeks~~ to ~~provide~~pay ~~daily~~all ~~investment~~of ~~results that reflect~~ the ~~combined~~routine ~~daily~~operational, ~~performance~~administrative ofand ~~four~~ other ~~commodity pools,~~ordinary ~~specifically,~~expenses of the ~~Teucrium Corn~~ Fund, ~~Teucrium~~excluding ~~Soybean~~brokerage ~~Fund~~fees, ~~Teucrium~~ ~~Wheat~~interest ~~Fund~~expenses, and ~~Teucrium~~certain ~~Sugar~~non-recurring ~~Fund~~or ~~(collectively,~~extraordinary ~~the “Underlying~~fees ~~Funds”)~~and expenses. ~~Under~~The ~~normal~~Fund ~~market~~is ~~conditions, the~~a ~~Fund~~newly ~~invests~~established inseries ~~shares~~ of ~~the~~Teucrium ~~Underlying~~Commodity ~~Funds~~Trust ~~and~~(the “Trust”), toand ais ~~lesser extent,~~an ~~cash~~exchange-traded ~~equivalents.~~fund ~~The~~which ~~sponsor~~issues toShares ~~the~~that ~~Fund~~represent isfractional ~~Teucrium Trading,~~undivided ~~LLC~~interest ~~(the~~in ~~“Sponsor”),~~and ~~which~~ownership ~~receives~~of ~~a management~~the ~~fee~~Fund. The principal office address and telephone number of ~~both~~ the Fund, the Trust and the Sponsor is Three Main Street, Suite 215, Burlington, Vermont 05401 and (802) 540-‑0019.

This is an initial public offering of the Shares. The Shares will be continuously offered under the Securities Act of 1933, as amended (the “Securities Act”). While most investors will purchase and sell Shares through their broker-‑dealer, the Fund continuously offers creation baskets consisting of 1210,~~500~~000 Shares (“Creation Baskets”) or multiples thereof at their net asset value (“NAV”) to ~~certain~~institutional ~~parties~~firms ~~who~~ that have entered into an agreement with the Sponsor (“Authorized Purchasers”). Similarly, the Fund only redeems Shares in blocks of 10,000 Shares called “Redemption Baskets” (or multiples thereof) which may only be redeemed only by Authorized Purchasers. Except when aggregated in Redemption Baskets, Shares are not redeemable securities. Redemption Baskets are only redeemable by Authorized Purchasers. These transactions take place in ~~turn~~exchange for cash. Authorized Participants will deliver only cash to create Shares and will receive only cash when Redeeming Shares. Subject to the Exchange receiving the necessary regulatory approval to permit the Fund to create and redeem Shares in-kind for bitcoin (the “In-Kind Regulatory Approval”), these transactions may also take place in exchange for bitcoin and/or futures contracts. The timing of the In-Kind Regulatory Approval is unknown, and there is no guarantee that the Exchange will receive the In-Kind Regulatory Approval at any point in the future. If the Exchange receives the In-Kind Regulatory Approval and if the Sponsor chooses to allow in-kind creations and redemptions, the Fund will notify Shareholders in a prospectus supplement, in its periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and on the Fund’s website. In connection with the issuance of Creation Baskets, Authorized Purchasers may sell such Shares, which are listed on NYSE Arca, to the public at per-‑Share offering prices that are expected to reflect, among other factors, the trading price of the Shares on the NYSE Arca, the NAV of the Fund at the time the Authorized Purchaser purchased the Creation Baskets and the NAV at the time of the offer of the Shares to the public, the supply of and demand for Shares at the time of sale, and the liquidity of the markets for ~~agricultural~~the ~~commodity~~assets ~~futures contracts~~ in which the Fund invests. AThe ~~list~~initial ~~of the Fund’s~~ Authorized Purchasers asare ofexpected ~~the~~to ~~date~~be of[ ~~this~~], ~~Prospectus~~and ~~can~~will be ~~found~~ ~~under~~a ~~“Plan~~statutory ofunderwriter ~~Distribution~~with –respect ~~Distributor~~to ~~and~~the ~~Authorized Purchasers,”~~initial onpurchase ~~page~~of 36Creation Baskets. ~~The~~A ~~prices~~list of ~~Shares~~the ~~offered by~~Fund’s Authorized Purchasers ~~are~~as ~~expected~~of tothe ~~fall~~date ~~between~~of ~~the Fund’s~~this ~~NAV~~Prospectus ~~and~~can ~~the~~be ~~trading~~found ~~price~~under “Plan of ~~the~~Distribution ~~Shares~~– onDistributor ~~the~~and ~~NYSE Arca~~Authorized atPurchasers,” ~~the~~on ~~time~~page ~~of sale~~112. The Fund’s Shares may trade in the secondary market on the NYSE Arca at prices that are lower or higher than their NAV per Share.

This is a best efforts offering; the ~~distributor~~marketing agent, ~~Foreside~~PINE ~~Fund Services~~Distributors, LLC (the “~~Distributor~~Marketing Agent”), is not required to sell any specific number or dollar amount of Shares but will use its best efforts to sell Shares. An Authorized Purchaser is under no obligation to purchase Shares. This is intended to be a continuous ~~offering~~ ~~that will terminate March 10~~offering, ~~2025,~~ unless suspended or terminated at any ~~earlier~~ time for certain reasons specified in this prospectus. orPrior ~~unless~~to ~~extended~~this asoffering, ~~permitted~~there ~~under~~has ~~the~~been ~~rules~~no of public market for the ~~Securities~~Shares. ~~Act~~The Shares are expected to be listed for trading, subject to notice of ~~1933~~issuance, on the NYSE Arca, Inc. See “Prospectus Summary – The Shares” and “Creation and Redemption of Shares – Rejection of Purchase Orders” below.

Investing in the Fund involves significant risks. See “What Are the Risk Factors Involved with an Investment in the Fund?” beginning on page 9 14. ~~The Fund is not a mutual fund registered under the Investment Company Act of 1940 and is not subject to regulation under such Act.~~

Neither the Trust nor the Fund is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and therefore neither is subject to regulation thereunder. Shareholders do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act. 7RCC Spot Bitcoin and Carbon Credit Futures ETF is a commodity pool and Teucrium Trading, LLC is a commodity pool operator (“CPO”) and commodity trading advisor (“CTA”) subject to regulation by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”) under the Commodity Exchange Act (“CEA”).

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

~~Teucrium Agricultural~~THE ~~Fund~~CFTC isHAS aNOT ~~commodity~~PASSED ~~pool~~UPON ~~and~~THE ~~Teucrium~~MERITS ~~Trading,~~OF ~~LLC~~PARTICIPATING ~~is a~~IN ~~commodity~~THIS ~~pool~~COMMODITY ~~operator~~POOL ~~subject~~NOR toHAS ~~regulation~~THE byCFTC ~~the~~PASSED ~~Commodity Futures~~ON ~~Trading~~THE ~~Commission~~ADEQUACY ~~and~~OR ~~the~~ACCURACY ~~National~~OF ~~Futures~~THIS ~~Association under~~DISCLOSURE ~~the Commodity Exchange Act (“CEA”)~~DOCUMENT.

~~THE COMMODITY~~The ~~FUTURES~~Shares ~~TRADING~~are ~~COMMISSION~~neither ~~HAS~~interests ~~NOT~~in ~~PASSED~~nor ~~UPON~~obligations ~~THE~~of ~~MERITS OF~~the ~~PARTICIPATING~~Sponsor, INor ~~THIS~~the ~~POOL~~Trustee ~~NOR~~(each ~~HAS~~as ~~THE~~defined ~~COMMISSION~~herein). ~~PASSED~~The ONShares ~~THE ADEQUACY~~are ORnot ~~ACCURACY~~insured OFby ~~THIS~~the ~~DISCLOSURE~~Federal ~~DOCUMENT~~Deposit Insurance Corporation or any other governmental agency.

This prospectus is in two parts: a disclosure document and a statement of additional information. These parts are bound together, and both contain important information.

Thank you for your interest in the ~~Teucrium~~7RCC ~~Agricultural Fund~~Spot Bitcoin and Carbon Credit Futures ETF.

The date of this prospectus is ~~March 10~~_______, ~~2022~~2025.

COMMODITY FUTURES TRADING COMMISSION RISK DISCLOSURE STATEMENT

RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 33109 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, BEGINNING AT PAGE 6 9.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, BEGINNING AT ~~PAGE~~ 4PAGE 14.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-‑UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.

SWAPS TRANSACTIONS, LIKE OTHER FINANCIAL TRANSACTIONS, INVOLVE A VARIETY OF SIGNIFICANT RISKS. THE SPECIFIC RISKS PRESENTED BY A PARTICULAR SWAP TRANSACTION NECESSARILY DEPEND UPON THE TERMS OF THE TRANSACTION AND YOUR CIRCUMSTANCES. IN GENERAL, HOWEVER, ALL SWAPS TRANSACTIONS INVOLVE SOME COMBINATION OF MARKET RISK, CREDIT RISK, COUNTERPARTY CREDIT RISK, FUNDING RISK, LIQUIDITY RISK, AND OPERATIONAL RISK.

HIGHLY CUSTOMIZED SWAPS TRANSACTIONS IN PARTICULAR MAY INCREASE LIQUIDITY RISK, WHICH MAY RESULT IN A SUSPENSION OF REDEMPTIONS. HIGHLY LEVERAGED TRANSACTIONS MAY EXPERIENCE SUBSTANTIAL GAINS OR LOSSES IN VALUE AS A RESULT OF RELATIVELY SMALL CHANGES IN THE VALUE OR LEVEL OF AN UNDERLYING OR RELATED MARKET FACTOR.

IN EVALUATING THE RISKS AND CONTRACTUAL OBLIGATIONS ASSOCIATED WITH A PARTICULAR SWAP TRANSACTION, IT IS IMPORTANT TO CONSIDER THAT A SWAP TRANSACTION MAY BE MODIFIED OR TERMINATED ONLY BY MUTUAL CONSENT OF THE ORIGINAL PARTIES AND SUBJECT TO AGREEMENT ON INDIVIDUALLY NEGOTIATED TERMS. THEREFORE, IT MAY NOT BE POSSIBLE FOR THE COMMODITY POOL OPERATOR TO MODIFY, TERMINATE, OR OFFSET THE POOL'’S OBLIGATIONS OR THE POOL'’S EXPOSURE TO THE RISKS ASSOCIATED WITH A TRANSACTION PRIOR TO ITS SCHEDULED TERMINATION DATE.

1YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY ENGAGE IN OFF-EXCHANGE FOREIGN CURRENCY TRADING. SUCH TRADING IS NOT CONDUCTED IN THE INTERBANK MARKET. THE FUNDS THAT THE POOL USES FOR OFF-EXCHANGE FOREIGN CURRENCY TRADING WILL NOT RECEIVE THE SAME PROTECTIONS AS FUNDS USED TO MARGIN OR GUARANTEE EXCHANGETRADED FUTURES AND OPTION CONTRACTS. IF THE POOL DEPOSITS SUCH FUNDS WITH A COUNTERPARTY AND THAT COUNTERPARTY BECOMES INSOLVENT, THE POOL’S CLAIM FOR AMOUNTS DEPOSITED OR PROFITS EARNED ON TRANSACTIONS WITH THE COUNTERPARTY MAY NOT BE TREATED AS A COMMODITY CUSTOMER CLAIM FOR PURPOSES OF SUBCHAPTER IV OF CHAPTER 7 OF THE BANKRUPTCY CODE AND THE REGULATIONS THEREUNDER. THE POOL MAY BE A GENERAL CREDITOR AND ITS CLAIM MAY BE PAID, ALONG WITH THE CLAIMS OF OTHER GENERAL CREDITORS, FROM ANY MONIES STILL AVAILABLE AFTER PRIORITY CLAIMS ARE PAID. EVEN POOL FUNDS THAT THE COUNTERPARTY KEEPS SEPARATE FROM ITS OWN FUNDS MAY NOT BE SAFE FROM THE CLAIMS OF PRIORITY AND OTHER GENERAL CREDITORS.

TEUCRIUM ~~AGRICULTURAL~~TRADING, ~~FUND~~LLC IS A MEMBER OF NFA AND IS SUBJECT TO NFA’S REGULATORY OVERSIGHT AND EXAMINATIONS. TEUCRIUM HAS ENGAGED OR MAY ENGAGE IN UNDERLYING OR SPOT VIRTUAL CURRENCY TRANSACTIONS IN A COMMODITY POOL. ALTHOUGH NFA HAS JURISDICTION OVER TEUCRIUM AND ITS COMMODITY POOL, YOU SHOULD BE AWARE THAT NFA DOES NOT HAVE REGULATORY OVERSIGHT AUTHORITY FOR UNDERLYING OR SPOT MARKET VIRTUAL CURRENCY PRODUCTS OR TRANSACTIONS OR VIRTUAL CURRENCY EXCHANGES, CUSTODIANS OR MARKETS. YOU SHOULD ALSO BE AWARE THAT GIVEN CERTAIN MATERIAL CHARACTERISTICS OF THESE PRODUCTS, INCLUDING LACK OF A CENTRALIZED PRICING SOURCE AND THE OPAQUE NATURE OF THE VIRTUAL CURRENCY MARKET, THERE CURRENTLY IS NO SOUND OR ACCEPTABLE PRACTICE FOR NFA TO ADEQUATELY VERIFY THE OWNERSHIP AND CONTROL OF A VIRTUAL CURRENCY OR THE VALUATION ATTRIBUTED TO A VIRTUAL CURRENCY BY TEUCRIUM.

~~TABLE~~THIS PROSPECTUS DOES NOT INCLUDE ALL OF ~~CONTENTS~~THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE FUND. INVESTORS CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C.

	PAGE
PART ONE – DISCLOSURE DOCUMENT	1
PROSPECTUS SUMMARY	3
Principal Offices of the Fund and the Sponsor	3
Breakeven Point	3
Operation of the Fund	3
Principal Investment Risks of an Investment in the Fund	4
Determination of NAV	5
Defined Terms	6
Breakeven Analysis	6
WHAT ARE THE RISK FACTORS INVOLVED WITH AN INVESTMENT IN THE FUND?	9
Risks Associated with Investing Directly or Indirectly in Agricultural Commodities	9
The Fund’s Operating Risks	12
Risk of Leverage and Volatility	20
Over the counter Contract Risk	20
Risk of Trading in International Markets	21
Tax Risks	22
THE OFFERING	24
The Fund in General	24
The Sponsor	24
Prior Performance of the Fund	27
The Trustee	28
Operation of the Fund	28
Futures Contracts	30
Over the counter Derivatives	31
Other Trading Policies of the Fund	31
Benchmark Performance	32
The Fund’s Service Providers	33
Form of Shares	35
Transfer of Shares	36
Inter-Series Limitation on Liability	36
Plan of Distribution	36
Calculating NAV	37
Creation and Redemption of Shares	38
Secondary Market Transactions	41
Use of Proceeds	41
The Trust Agreement	42
The Sponsor Has Conflicts of Interest	43
Interests of Named Experts and Counsel	44
Provisions of Federal and State Securities Laws	44
Books and Records	44
Statements, Filings, and Reports to Shareholders	45
Fiscal Year	45
Governing Law	45
Security Ownership of Principal Shareholders and Management	45
Legal Matters	46
Privacy Policy	46
U.S. Federal Income Tax Considerations	47
Investment by ERISA Accounts	54
INCORPORATION BY REFERENCE OF CERTAIN INFORMATION	57
INFORMATION YOU SHOULD KNOW	58
WHERE YOU CAN FIND MORE INFORMATION	59
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	60
APPENDIX A - Glossary of Defined Terms	61
PART TWO – STATEMENT OF ADDITIONAL INFORMATION	64

THE FUND WILL FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. INVESTORS CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION.

2THE FILINGS OF THE TRUST ARE POSTED AT THE SEC WEBSITE AT WWW.SEC.GOV.

~~PROSPECTUS SUMMARY~~REGULATORY NOTICES

~~This~~NO ~~is only a summary of the prospectus and~~DEALER, ~~while~~SALESMAN itOR ~~contains material~~ANY ~~information~~OTHER ~~about~~PERSON ~~the~~HAS ~~Fund~~BEEN ~~and~~AUTHORIZED ~~its~~TO ~~Shares,~~GIVE itANY ~~does~~INFORMATION ~~not contain~~OR orTO ~~summarize~~MAKE ~~all~~ANY ofREPRESENTATION ~~the~~NOT ~~information~~CONTAINED ~~about~~IN ~~the~~THIS ~~Fund and the Shares contained in this prospectus that is material and/or which may be important to you. You should read this entire prospectus~~PROSPECTUS, ~~including~~ ~~“What Are the Risk Factors Involved with an Investment in the Fund?” beginning on page 9~~AND, ~~before~~IF ~~making an~~GIVEN ~~investment~~OR ~~decision about the Shares. In addition~~MADE, ~~this prospectus~~SUCH ~~includes~~OTHER aINFORMATION ~~statement~~OR ofREPRESENTATION ~~additional~~MUST ~~information~~NOT ~~that follows~~BE ~~and~~RELIED isUPON ~~bound~~AS ~~together~~HAVING ~~with~~BEEN ~~the~~AUTHORIZED ~~primary~~BY ~~disclosure~~THE ~~document. Both~~TRUST, ~~the~~THE ~~primary~~FUND, ~~disclosure~~THE ~~document~~SPONSOR, ~~and~~THE ~~the~~AUTHORIZED ~~statement~~PARTICIPANTS ~~of additional~~OR ~~information~~ANY ~~contain~~OTHER ~~important information~~PERSON.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE.

AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE “PLAN OF DISTRIBUTION” IN PART ONE OF THIS PROSPECTUS.

7RCC Spot Bitcoin and Carbon Credit Futures ETF

Table of Contents

Page

Prospectus Summary	1
Principal Offices of the Fund and the Sponsor	1
Breakeven Point	1
Operation of the Fund	1
Principal Investment Risks of an Investment in the Fund	6
Determination of NAV	9
Defined Terms	9
Breakeven Analysis	9
The Offering	11
What are the Risk Factors Involved With an Investment in the Fund?	14
Risks Related to Bitcoin, the Bitcoin Network, and Bitcoin Trading Markets	14
Risks Related to the Custody of Bitcoin	31
Risks Related to the Regulation of Bitcoin	37
Risks Related to Carbon Credit Futures	44
Risks Related to the Index	50
The Fund’s Operating Risks	51
Tax Risks	65
The Offering	66
The Fund in General	66
The Sponsor	67
The Trustee	70
Operation of the Fund	71
The Fund’s Investments	78
The Bitcoin Market and Bitcoin Trading Platforms	88
The Carbon Credit Futures Markets	92
Custody of the Fund’s Assets	94
The Fund’s Service Providers	99
Form of Shares	110
Transfer of Shares	110
Inter‑Series Limitation on Liability	111
Plan of Distribution	111
Calculating NAV	112
Creation and Redemption of Shares	115
Secondary Market Transactions	119
Use of Proceeds	119
The Trust Agreement	120
The Sponsor Has Conflicts of Interest	123
Interests of Named Experts and Counsel	124
Provisions of Federal and State Securities Laws	124
Books and Records	124
Statements, Filings, and Reports to Shareholders	124
Fiscal Year	125
Governing Law	125
Security Ownership of Principal Shareholders and Management	125
Legal Matters	125
Privacy Policy	126
U.S. Federal Income Tax Considerations	127
Investment by ERISA Accounts	131
Statements, Filings and Reports	133
Summary of Promotional and Sales Material	133
Incorporation By Reference of Certain Information	134
Financial Statements	134
Information You Should Know	135
Where You Can Find More Information	135
Statement Regarding Forward‑Looking Statements	136
Industry and Market Data	136
Appendix A	A-1

-i-

Prospectus Summary

This is only a summary of the prospectus and, while it contains material information about the Fund and its Shares, it does not contain or summarize all of the information about the Fund and the Shares contained in this prospectus that is material and/or which may be important to you. You should read this entire prospectus, including “What Are the Risk Factors Involved with an Investment in the Fund?” beginning on page 14, before making an investment decision about the Shares. In addition, this prospectus includes a statement of additional information that follows and is bound together with the primary disclosure document. Both the primary disclosure document and the statement of additional information contain important information.

Principal Offices of the Fund and the Sponsor

The Fund is a ~~series~~newly ofestablished, ~~Teucrium~~separate ~~Commodity~~series ~~Trust~~of (the “ Trust”). The principal offices of the Sponsor, the Trust and the Fund are located at Three Main Street, Suite 215, Burlington, Vermont 05401. The telephone number is (802) 540-‑0019.

Breakeven Point

The ~~amount~~ ofFund ~~trading~~will ~~income~~be ~~required~~profitable ~~for~~only if returns from the ~~redemption~~Fund’s ~~value~~investments ofexceed its “breakeven amount.” The breakeven analysis is an approximation only and assumes a ~~Share~~ atconstant month-end. The return that the ~~end~~Fund ofwould ~~one~~need to achieve during one-year to ~~equal~~offset the ~~selling~~Fund’s ~~price~~estimated fees, costs and expenses, net of any interest income earned by the ~~Share~~ Fund on its investments is 0.16% or $0.04. For purposes of this breakeven analysis, ~~assuming~~an ainitial selling price of $2925.9600 ~~(the NAV~~ per Share, asis ~~of February~~assumed. ~~28,~~Estimated ~~2022)~~amounts do not represent actual results, iswhich ~~$0.04~~may orbe 0different.~~13%~~ It is not possible to predict whether the Fund will break even at the end of the ~~selling~~first ~~price~~twelve months of an investment or during any other period. For more information, see “Breakeven Analysis” below.

Operation of the Fund

The Fund is a commodity pool that issues Shares that may be purchased and sold on ~~the~~ NYSE Arca ~~stock exchange~~. The ~~investment objective of the~~ Fund is toorganized ~~provide~~as ~~daily~~a ~~investment~~series ~~results~~of ~~that reflect~~ the ~~combined~~ ~~daily~~Trust, ~~performance~~a ofDelaware ~~four~~statutory ~~other~~trust ~~commodity~~organized ~~pools~~on ~~that~~September 11, ~~are series~~2009. ofThe ~~the~~ Trust and ~~sponsored~~the byFund ~~the~~operate ~~Sponsor:~~pursuant to the ~~Teucrium~~Trust’s ~~Corn Fund,~~Fifth ~~Teucrium~~Amended ~~Wheat~~and ~~Fund,~~Restated ~~Teucrium~~Declaration ~~Soybean~~of ~~Fund~~Trust and ~~Teucrium~~Trust ~~Sugar Fund~~Agreement (~~collectively,~~ the “~~Underlying~~Trust ~~Funds~~Agreement”)., ~~The combined~~dated ~~daily~~April 26, ~~performance~~2019. ofThe ~~each~~Trust ofAgreement ~~the~~may ~~four~~be ~~Underlying~~found ~~Funds~~on ~~is a~~the ~~weighted~~SEC’s ~~average~~EDGAR offiling ~~the~~database ~~performance~~at ~~of each Fund~~https://www.sec.gov/Archives/edgar/data/1471824/000165495419004852/ex31.htm. The ~~Benchmark for the~~ Fund iswas ~~the~~formed ~~Teucrium~~and ~~Agricultural~~is ~~Fund~~managed ~~Index (“TTAGS”).~~and ~~Under~~controlled ~~normal~~by ~~market~~the ~~conditions~~Sponsor, ~~the~~a ~~Fund seeks~~limited toliability ~~achieve~~company ~~its~~formed ~~investment objective generally by investing equally~~ in ~~shares~~Delaware ofon ~~each Underlying Fund and~~July 28, ~~to a lesser extent, cash equivalents~~2009. The ~~Fund’s~~Sponsor ~~investments~~is inregistered ~~shares~~as ~~of Underlying~~a ~~Funds~~CPO isand ~~rebalanced, generally on~~ a ~~daily~~CTA ~~basis,~~with ~~in order~~the toCFTC ~~maintain~~and ~~approximately~~is a ~~25%~~member ~~allocation~~ of the ~~Fund’s~~ ~~assets to each Underlying Fund~~NFA.

The investment objective of the Fund is ~~organized~~to asreflect athe ~~series~~daily changes of the ~~Trust,~~price ain ~~Delaware~~bitcoin ~~statutory trust~~and ~~organized~~Carbon onCredit ~~September~~Futures, 11as represented by the Index, ~~2009~~less expenses from the Fund’s operations. ~~The~~There ~~Trust~~can ~~and~~be no assurance that the Fund ~~operate~~ ~~pursuant~~will toachieve ~~the~~its ~~Trust~~investment objective or its investment strategy. The Fund’s ~~Fifth~~investment ~~Amended~~strategy ~~and~~is ~~Restated Declaration~~to hold a combination of ~~Trust~~bitcoin and ~~Trust~~Carbon ~~Agreement~~Credit (Futures to replicate the ~~“Trust Agreement”),~~performance ~~dated~~of ~~April~~the ~~26,~~Index ~~2019~~in furtherance of its investment objective. The ~~Trust~~Index ~~Agreement~~is ~~may~~designed ~~be found~~to ontrack the ~~SEC’s~~performance ~~EDGAR~~of ~~filing~~investing ~~database~~in ata ~~https://www~~portfolio comprised of 80% bitcoin and 20% Carbon Credit Futures.~~sec.gov/Archives/edgar/data/1471824/000165495419004871/ex31.htm.~~ The ~~Fund~~Index’s ~~was~~Carbon ~~formed~~Credit ~~and~~Futures isare ~~managed~~linked ~~and~~to ~~controlled~~the byvalue of emissions allowances issued under the ~~Sponsor,~~following ~~a limited~~regimes: ~~liability~~the ~~company~~European ~~formed~~Union inEmissions ~~Delaware~~Trading onSystem ~~July~~(“EU 28ETS”), ~~2009~~the California Cap and Trade (“CCA”), and Regional Greenhouse Gas Initiative (“RGGI”). ~~The Sponsor~~To isobtain ~~registered~~exposure asto athe ~~commodity~~EU ~~pool~~CEA, ~~operator~~ the Index uses Intercontinental Exchange (“~~CPO~~ICE”) ~~and~~EUA a(Carbon ~~commodity~~Emission ~~trading~~Allowances) ~~adviser~~ futures (“~~CTA~~EU CEA Carbon Credit Futures”). ~~with~~To obtain exposure to the ~~Commodity~~CCA, the Index uses ICE California Carbon Allowance Vintage Future contracts (“CCA Carbon Credit Futures”). ~~Trading~~To ~~Commission~~ obtain exposure to the RGGI, the Index uses ICE RGGI (CO2 allowances) futures contracts (“~~CFTC~~RGGI Carbon Credit Futures”). Under normal market conditions, the Fund invests in bitcoin, Carbon Credit Futures and iscash and cash equivalents. However, if necessary in order to comply with regulatory requirements or in view of conditions in the carbon credits market (including a ~~member~~potential lack of liquidity in the ~~National~~futures market for the Carbon Credit Futures ~~Association~~), (the Fund will invest in carbon credit futures contracts other than the Carbon Credit Futures or in swap agreements, forward contracts and options, a brief description of which may be found in “~~NFA~~Appendix A – Glossary of Defined Terms.”) These investments may impact the Fund’s performance and its ability to track the Index.

~~The investment~~Consistent ~~objective~~with applicable provisions of ~~each~~the ~~Underlying~~Trust ~~Fund~~Agreement isand toDelaware ~~have~~law, the ~~daily changes~~Fund inhas ~~the~~broad ~~NAV~~authority ofto make changes to the Fund’s ~~Shares~~operations. ~~reflect~~Consistent with this authority, the ~~daily changes~~Fund, in aits ~~weighted~~sole ~~average~~discretion ofand ~~the~~without ~~closing~~shareholder ~~settlement~~approval ~~prices~~or ~~for certain~~advance ~~futures~~notice, ~~contracts~~may ~~for~~change ~~the~~its ~~commodity~~investment ~~specified~~objective, inIndex, ~~the Underlying~~or ~~Fund’s~~investment ~~name~~strategies. ~~(This~~The ~~weighted~~Fund ~~average~~has no current intention to make any such change, and any change is ~~referred~~subject to ~~herein~~ asapplicable ~~the~~regulatory ~~Underlying~~requirements, ~~Fund’s~~including, ~~“Benchmark~~but not limited to,” any requirement to amend applicable listing rules of the ~~Futures~~ ~~Contracts~~Exchange. The reasons for and circumstances that atmay trigger any ~~given~~such ~~time~~changes ~~make~~may upvary anwidely ~~Underlying Fund’s~~and ~~Benchmark~~cannot ~~are~~be ~~referred~~predicted. toHowever, ~~herein~~in assuch instance the ~~Underlying~~ Fund’s ~~“Benchmark~~would ~~Component~~file ~~Futures~~a ~~Contracts,”~~ current report on Form 8‑K and ~~the~~a ~~commodity~~prospectus ~~specified~~supplement into ~~the~~describe ~~Underlying~~any ~~Fund’s~~such ~~name~~change ~~is referred~~and tothe ~~herein~~effective asdate ~~its~~of ~~“Specified~~the ~~Commodity~~change.”) ~~The Benchmark~~Shareholders ~~Component~~may ~~Futures~~modify ~~Contracts~~their ~~that~~holdings ~~comprise~~of ~~each~~the ~~Underlying~~ Fund’s ~~Benchmark~~shares ~~are~~in ~~described~~response into ~~“The~~any ~~Offering~~change ~~– Operation~~by ofpurchasing ~~the~~or selling Fund” ~~below~~shares through their broker‑dealer.

~~Each Underlying~~The Fund ~~seeks~~invests to80% ~~achieve~~of its ~~investment~~assets ~~objectives primarily~~in bybitcoin ~~investing~~and inthe ~~its~~remainder ~~Benchmark~~in ~~Component~~Carbon Credit Futures ~~Contracts~~ to the extent necessary to track the performance of the Index. ~~Under~~After ~~normal~~fulfilling ~~market~~its ~~conditions,~~margin ~~each~~and ~~Underlying~~collateral requirements for the Carbon Credit Futures, the Fund ~~expects~~ ~~that~~invests ~~100%~~the remainder of its ~~assets~~proceeds ~~will~~attributable beto ~~invested~~the inCarbon ~~Benchmark Component~~Credit Futures ~~Contracts~~in ~~and~~short interm financial instruments of the type commonly known as “cash and cash equivalents.” ~~Each Underlying~~Cash ~~Fund~~and ~~reserves~~cash ~~the~~equivalents ~~right~~may toinclude ~~invest~~short‑term inTreasury ~~swap agreements~~bills, ~~forward~~ ~~contracts~~money ~~and~~market ~~options~~funds, aand ~~brief~~commercial ~~description~~paper or finance company paper of ~~which~~sufficient ~~may~~credit ~~be found~~quality in ~~“Appendix~~the A-view ~~“Glossary~~ of ~~Defined Terms~~the Sponsor.” Additional information regarding the Fund’s investment strategies and operations is below.

~~Consistent~~The ~~with applicable~~Index. ~~provisions~~The Index provides exposure to the daily price performance of bitcoin and Carbon Credit Futures by aiming to track the ~~Trust~~financial ~~Agreement~~performance of investing in a portfolio of 80% bitcoin and ~~Delaware~~20% ~~law~~Carbon Credit Futures. In providing this exposure, the ~~Fund~~ ~~has~~Index ~~broad~~seeks ~~authority~~ to ~~make~~provide ~~changes~~exposure to ~~the~~bitcoin ~~Fund’s operations.~~with ~~Consistent~~an environmentally responsible approach with ~~this~~exposure ~~authority~~to carbon credits. Invierno AB, ~~the~~Reg. ~~Fund~~No. 559207-4172, inBox ~~its~~5193, ~~sole discretion~~10244 ~~and~~Stockholm, ~~without~~Sweden ~~shareholder~~(“Kaiko”) ~~approval~~is orthe ~~advance~~index ~~notice~~provider, ~~may change~~benchmark ~~its~~administrator ~~investment~~and ~~objective,~~calculates ~~Benchmark~~the orprice ~~investment strategies~~of bitcoin used by the Index. ~~The~~Kaiko ~~Fund~~is ~~has~~also nothe ~~current~~central ~~intention~~recipient toof ~~make~~input ~~any~~data ~~such change,~~and evaluates the integrity and ~~any~~accuracy ~~change~~of isthe ~~subject~~input todata. ~~applicable~~Solactive ~~regulatory requirements,~~AG ~~including,~~(“Solactive”) ~~but~~is ~~not~~calculation ~~limited~~agent toof the Index, ~~any~~and ~~requirement~~is ~~to amend~~also ~~applicable~~the ~~listing~~index ~~rules~~provider for each of the ~~NYSE~~sub-indexes that comprise the Index, as detailed below.

~~The reasons~~To ~~for~~calculate ~~and circumstances that may trigger any such changes may vary widely and cannot be predicted. However, by way of example,~~ the ~~Fund~~value ~~may change the weighting or underlying components~~ of ~~the Benchmark in furtherance of the Fund’s investment objective of tracking the combined daily performance of the Underlying Funds. This could be done for a variety of market conditions~~bitcoin, ~~including~~Kaiko ~~a potential~~selects ordigital ~~actual~~asset ~~imposition~~trading ofplatforms ~~position~~meeting ~~limits~~specific bycriteria (the ~~CFTC~~“Index ~~or futures~~Pricing ~~exchange~~Sources”) ~~rules,~~and ortakes the ~~imposition~~time-weighted ofaverage ~~risk~~price ~~mitigation measures~~from by3:00 apm ~~futures~~ET ~~commission merchant restricts the ability of an Underlying Fund~~ to ~~invest~~4:00 inpm ~~its~~ET ~~current~~on ~~Benchmark~~each ~~Component Futures~~Index ~~Contracts~~Pricing Source. ~~The~~Kaiko ~~Fund~~then ~~and~~calculates the ~~applicable~~median ~~Underlying~~price ~~Fund would~~across ~~file~~the aIndex ~~current~~Pricing ~~report~~Sources ~~on Form 8-K and a prospectus supplement~~ to ~~describe~~determine ~~any such change and~~ the ~~effective~~value ~~date~~ of ~~the~~bitcoin ~~change. Shareholders may modify their holdings of~~ (the ~~Fund’s~~“Bitcoin ~~shares in response to any change by purchasing or selling Fund shares through their broker-dealer~~Price”).

3The Carbon Credit Futures portion of the Index is built using a combination of three carbon credit indices, each of which is calculated and administered by Solactive: Solactive Future Series European Carbon Credit Rolling Futures Index (the “European Sub-index”), Solactive Future Series California Carbon Rolling Futures Index (the “California Sub-index”), and the Solactive Future Series Regional Greenhouse Gas Rolling Futures Index (the “RGGI Sub-index” and, collectively with the European Sub-index and the California Sub-index, the “Sub-indexes”). The three underlying Sub-indexes provides the Index with returns tied to futures contracts on carbon credits connected to EU ETS, CCA and RGGI. The Fund’s Carbon Credit Futures will not result in any direct participation by the Fund in any particular carbon emissions offsetting project, including any carbon emissions associated with the mining of bitcoin or the Fund’s bitcoin holdings. The Sub-indexes include only Carbon Credit Futures that mature in the upcoming December. Each Sub-index includes front-month futures contracts that are rolled over a five-day period prior to the expiration of the current-year futures contract and rolls into a contract with an expiration date of December of the immediately following year. The Index rebalances quarterly to maintain the 80:20 percent ratio between bitcoin and Carbon Credit Futures in March, June, September and December. The December rebalance of the Index is the business day that immediately follows the December rolling of futures contracts of the Sub-indexes.

~~The Underlying~~Bitcoin ~~Funds~~and ~~incur~~the ~~certain~~Bitcoin ~~expenses~~Network. inBitcoin ~~connection~~is ~~with~~a ~~their operations~~digital ~~and~~commodity ~~hold~~native ~~most~~to ofthe ~~their~~Bitcoin ~~assets~~Network. inBitcoin ~~income~~is ~~producing~~not ~~cash and~~issued ~~cash~~by ~~equivalents~~any ~~for~~government, ~~margin~~bank or central organization, and ~~other~~instead ~~liquidity~~exist ~~purposes~~on the Bitcoin Network. Bitcoin transaction and ~~to meet~~ownership ~~redemptions~~records ~~that~~are ~~may~~reflected beon ~~necessary~~the Bitcoin Blockchain, which is a digital public record or ledger of all transactions completed on anthe ~~ongoing~~Bitcoin ~~basis~~Network. ~~These expenses~~It is widely understood that no single entity owns or operates the Bitcoin Network. The Bitcoin Network is accessed through software, and ~~income~~software ~~cause~~governs ~~imperfect~~bitcoin ~~correlation~~creation, ~~between~~movement ~~changes~~and in ownership. The infrastructure of the ~~Underlying~~Bitcoin ~~Fund~~Network is collectively maintained on a distributed basis by the Bitcoin Network’s ~~NAV~~participants, ~~and~~consisting ~~changes~~of: in(i) ~~each~~validators ~~respective Benchmark~~or “miners,” ~~because~~who run special software to validate transactions; (ii) “developers,” who maintain and contribute updates to the ~~Benchmarks~~Bitcoin doNetwork’s ~~not~~source ~~reflect~~code; ~~expenses~~and (iii) “users,” who download and maintain on their individual computer a full or ~~income~~ partial copy of the Bitcoin Blockchain and related software. ~~Investors~~Anyone ~~should~~can be ~~aware~~a ~~that~~user, ~~because~~developer, or miner. The value of bitcoin is determined, in part, by the ~~Underlying~~supply ~~Funds incur~~of, ~~certain~~and ~~expenses~~demand onfor, anbitcoin ~~ongoing~~in ~~basis~~the global markets for the trading of bitcoin, ~~they~~market ~~may~~expectations ~~incur~~for the adoption of bitcoin as a ~~partial~~ ordecentralized ~~complete~~store ~~loss~~of value, the number of ~~their~~merchants ~~investment~~and/or ~~even~~institutions ~~when~~that ~~the performance~~accept bitcoin as a form of payment, and the ~~Benchmarks~~volume ~~are~~of ~~positive~~peer-to-peer transactions, among other factors.

While the Fund expects to maintain substantially all of its assets in shares of the Underlying Funds at all times, the Fund may hold some residual amount of assets in cash equivalents, and/or merely hold such assets in cash (generally in interest-bearing accounts). The Underlying Funds invest in Benchmark Component Futures Contracts to the fullest extent possible without being leveraged or unable to satisfy their expected current or potential margin or collateral obligations with respect to their investments in Benchmark Component Futures Contracts. After fulfilling such margin and collateral requirements, the Underlying Funds invest the remainder of its proceeds from the sale of baskets in short term financial instruments of the type commonly known as “cash and cash equivalents.” Cash and cash equivalents may include short2-~~term Treasury bills, money market funds, demand deposit account, and commercial paper.~~

~~The Sponsor~~Bitcoin ~~employs~~has only a ~~“neutral”~~physical ~~investment~~existence ~~strategy~~in ~~to provide~~the ~~daily~~record ~~investment~~of ~~results~~transactions ~~that~~on ~~reflect~~ the ~~combined~~Bitcoin ~~daily performance~~Blockchain. The Bitcoin Blockchain is a public record of the ~~Underlying Funds~~creation, ~~regardless~~custody ofand ~~whether~~flow ~~the prices~~of funds of ~~the~~bitcoin, ~~Underlying~~showing ~~Funds~~every gotransaction upeffected oron ~~down.~~the ~~The~~Bitcoin ~~Fund’s~~Blockchain ~~and Underlying~~among ~~Funds~~users’ online “~~neutral~~digital wallets” ~~investment~~where ~~strategies~~ their bitcoin are ~~designed~~effectively tostored. ~~permit~~Miners ~~investors~~authenticate ~~generally~~and bundle bitcoin transactions sequentially into files called “blocks,” which requires performing computational work to ~~purchase~~solve ~~and~~a ~~sell~~cryptographic puzzle set by the ~~Fund~~ Bitcoin Network’s ~~Shares~~software ~~for~~protocol. Since each solved block contains a reference to the ~~purpose~~previous ofblock, ~~investing~~they ~~indirectly~~form ina chronological “chain” back to the ~~agricultural~~ ~~commodities~~first ~~market~~bitcoin transaction. Copies of the Bitcoin Blockchain are stored in a ~~cost-effective~~decentralized manner on the computers of each individual Bitcoin Network full node (i.e., ~~The Sponsor~~any ~~endeavors~~user who chooses to ~~invest~~maintain on their computer a full copy of the ~~Fund’s~~Bitcoin ~~assets~~Blockchain, as ~~fully~~well as ~~possible~~ related software). Each bitcoin is associated with a set of unique cryptographic “keys,” in the ~~Underlying~~form ~~Funds~~of soa ~~that~~string ~~the~~of ~~performance~~numbers and letters, which allow whoever is in possession of the ~~Fund~~ ~~closely~~private ~~correlates~~key ~~with~~to assign that bitcoin in a transfer that the ~~combined~~Bitcoin ~~performance~~Network will recognize. Bitcoin may be sent or received through users’ digital wallets by using public and private keys that are part of the ~~Underlying~~ ~~Funds~~Bitcoin Network’s cryptographic security mechanism.

~~Investors may~~The ~~purchase~~Bitcoin ~~and~~Network ~~sell~~is ~~Shares~~a ~~through~~technological ~~their~~innovation ~~broker-dealers.~~developed ~~However,~~ in the ~~Fund~~last ~~creates~~fifteen years, and ~~redeems~~the ~~Shares~~bitcoin ~~only~~that inare ~~blocks called “Creation Baskets” and “Redemption Baskets~~created,” ~~respectively~~transferred, used and ~~only~~stored ~~Authorized~~by ~~Purchasers~~entities ~~may purchase~~and orindividuals ~~redeem~~have ~~Creation~~certain ~~Baskets~~features orassociated ~~Redemption~~with ~~Baskets.~~several ~~An Authorized~~types ~~Purchaser~~of isassets, ~~under~~most nonotably ~~obligation~~commodities toand ~~create~~currencies. orMany ~~redeem baskets~~U.S. regulators, ~~and~~including anthe ~~Authorized~~Financial ~~Purchaser~~Crimes isEnforcement ~~under~~Network noof ~~obligation~~the ~~to offer~~U.S. toDepartment of the ~~public~~Treasury ~~Shares~~(“FinCEN”), ofthe ~~any~~CFTC, ~~baskets~~the itU.S. ~~does~~Internal ~~create.~~Revenue ~~Baskets are~~Service ~~generally~~(“IRS”), ~~created~~and ~~when~~state ~~there~~regulators, isincluding athe ~~demand~~New ~~for~~York ~~Shares,~~Department ~~including, but~~of ~~not~~Financial ~~limited~~Services to(“NYDFS”), ~~when~~have ~~the~~made ~~market~~official ~~price~~pronouncements ~~per~~or ~~share~~issued isguidance ~~at (~~or ~~perceived~~ torules beregarding ~~at)~~the atreatment ~~premium~~of tobitcoin ~~the~~and ~~NAV~~other ~~per~~digital ~~Share~~currencies. ~~Similarly~~However, ~~baskets~~ ~~are~~other ~~generally~~U.S. ~~redeemed~~and ~~when~~state ~~the~~agencies ~~market~~have ~~price~~not ~~per~~made ~~share~~official ~~is at~~pronouncements (or ~~perceived~~issued toguidance beor ~~at)~~rules aregarding ~~discount~~the totreatment of bitcoin. Similarly, the ~~NAV~~treatment ~~per~~of ~~Share.~~bitcoin ~~Retail investors~~and ~~seeking~~other todigital ~~purchase~~currencies oris ~~sell~~often ~~Shares~~uncertain onor ~~any~~contradictory ~~day~~in ~~are expected~~other tocountries. ~~effect~~The ~~such~~regulatory ~~transactions~~uncertainty insurrounding the ~~secondary~~treatment ~~market,~~of ~~on the~~bitcoin ~~NYSE~~creates ~~Arca,~~risks atfor the ~~market~~Fund ~~price~~and ~~per~~its ~~share,~~Shares. ~~rather~~See ~~than~~“What ~~in connection~~Are ~~with~~ the ~~creation~~Risk orFactors ~~redemption~~Involved ofwith ~~baskets.~~an Investment in the Fund?”

Bitcoin Valuation. The ~~Sponsor~~ ~~maintains~~value aof ~~public~~bitcoin ~~website~~is determined by the value that various digital asset market participants place on ~~behalf~~bitcoin through their transactions. The most common means of determining the ~~Fund~~value of a bitcoin is by surveying one or more digital asset exchanges where bitcoin is traded publicly and transparently. On exchanges, ~~www~~ bitcoin is traded with publicly disclosed valuations for each executed trade, measured by one or more fiat currencies such as the U.~~teucrium~~S.~~com~~ dollar. OTC dealers or market makers do not typically disclose their data. There are many digital asset exchanges operating worldwide, ~~which~~representing ~~contains~~a ~~information~~substantial ~~about~~percentage ~~the~~of ~~Trust~~bitcoin buying and selling activity, and providing the most data with respect to prevailing valuation of bitcoin. The Fund uses the same methodology as utilized by the Index to determine the value of its bitcoin. Digital asset trading platforms meeting the criteria set out by Kaiko, i.e., the ~~Shares~~Index Pricing Sources, are used to value bitcoin. Kaiko reviews the time-weighted average price from 3:00 p.m. ET to 4:00 p.m. ET on all eligible digital asset trading platforms and values bitcoin as the ~~Underlying~~median ~~Funds~~value amongst the eligible digital asset platforms. Additional information regarding this calculation methodology is discussed herein; see “The Offering—Operation of the Fund”. The Sponsor believes this methodology provides a reasonable valuation of the spot price of bitcoin that is reasonably resistant to price manipulation of bitcoin.

~~Note~~Carbon Credit Futures. Futures contracts are standardized contracts that obligate the parties to ~~Secondary~~buy ~~Market~~or ~~Investors:~~sell ~~Except~~an ~~when~~asset ~~aggregated~~at a predetermined price and date in ~~Redemption~~the ~~Baskets, Shares~~future. The Carbon Credit Futures that comprise the sleeve of the Index are ~~not~~linked ~~individually~~to ~~redeemable.~~the ~~Shares~~value ~~can~~of beemissions ~~directly~~allowances ~~purchased~~issued ~~from~~under the EU ETS, CCA and RGGI. Commodity futures contracts linked to the value of emission allowances are known as “carbon credit futures”. The Fund ~~only~~ will invest in ~~Creation~~the ~~Baskets~~Carbon Credit Futures that comprise the Index directly, specifically, EU CEA Carbon Credit Futures, CCA Carbon Credit Futures and ~~only~~RGGI byCarbon ~~Authorized~~Credit ~~Purchasers~~Futures. ~~Each Creation~~The ~~Basket~~Fund ~~consists~~does ofnot ~~12,500~~intend ~~Shares~~to ~~and~~invest ~~therefore~~in ~~requires~~carbon ~~a significant~~credit ~~financial~~futures ~~commitment~~specifically linked to ~~purchase~~bitcoin mining or other related processes. ~~Accordingly~~As explained below, ~~investors~~ ~~who~~the doIndex ~~not~~rolls ~~have~~its ~~such~~Carbon ~~resources~~Credit orFutures ~~who~~contracts ~~are~~prior ~~not~~to ~~Authorized Purchasers~~the ~~should~~expiration beof ~~aware~~such ~~that~~contract ~~some~~in ofDecember. One factor determining the ~~information~~total ~~contained~~ return from investing in ~~this~~futures ~~prospectus,~~contracts ~~including~~is ~~information~~the ~~about~~price ~~purchases~~relationship between soon to expire contracts and ~~redemptions~~ oflater ~~Shares~~to ~~directly~~expire ~~with~~contracts. Under certain market conditions, the Fund, ismay ~~only~~have ~~relevant~~to pay more for longer maturity contracts to ~~Authorized~~ ~~Purchasers~~replace existing shorter maturity contracts about to expire. ~~There~~This situation is noknown ~~guarantee~~as ~~that~~“contango” ~~Shares~~in ~~will~~the ~~trade at~~futures ~~prices~~markets. ~~that~~In ~~are~~the atevent of a prolonged period of contango, and absent the impact of rising or ~~near~~falling prices for Carbon Credit Futures contracts, this could have a negative impact on the ~~per-Share~~Fund’s NAV. ~~When~~and ~~buying~~total ~~or selling~~return, ~~Shares~~which in turn may have a negative impact on your investment in the ~~secondary~~Fund. Alternatively, the market ~~through~~for Carbon Credit Futures contracts may be in a ~~broker~~state of backwardation (i.e., ~~most investors~~when ~~incur~~the ~~customary~~price ~~brokerage~~of ~~commissions~~the ~~and charges~~futures contract in the future is less than the current price), in which case the Fund will buy later-to-expire contracts for a lower price than the soon-to-expire contracts it sells.

~~U.S. Federal Income Tax Considerations~~-3-

AsThe Index is ~~described~~ ~~more~~comprised ~~fully~~of infutures contracts on emissions allowances issued by various “~~U.S.~~cap-and-trade” ~~Federal~~regulatory ~~Income~~regimes ~~Tax Considerations,~~that seek to reduce greenhouse gas (“GHG”) itemissions isover ~~intended~~time. ~~that~~A ~~the~~cap-and-trade ~~Fund~~regime betypically ~~classified as~~involves a ~~partnership~~regulator ~~not~~setting ~~taxable~~a aslimit aon ~~corporation~~the ~~for~~total ~~U.S.~~amount ~~federal income~~of ~~tax~~specific ~~purposes.~~greenhouse ~~Based~~gasses in(such ~~part~~as ~~upon~~CO2) ~~representations~~that ofcan ~~the Sponsor~~be emitted by regulated entities. Capping and reducing the ~~Trust,~~cap ~~the~~on ~~Fund~~GHGs ~~has~~is ~~obtained~~viewed as a ~~legal~~key ~~opinion~~policy ~~that, although~~tool ~~the~~in ~~matter~~reaching climate change objectives. The regime is ~~not~~designed ~~free~~to ~~from~~promote ~~doubt~~sustainable development by putting a price on carbon emissions. The regulator will then issue or sell “emissions allowances” to regulated entities, itwhich isin ~~more~~turn ~~likely~~may ~~than not~~buy ~~that~~or sell the ~~Fund~~emissions ~~will~~allowances beto sothe ~~classified~~open market. ~~Assuming~~To the extent that the ~~Fund~~regulator ~~is classified~~may asthen areduce ~~partnership~~the ~~not~~cap ~~taxable~~on asemission aallowances, ~~corporation~~regulated ~~for~~entities ~~U.S. federal~~are ~~income~~incentivized ~~tax~~to ~~purposes~~reduce their emissions; otherwise, they must purchase additional emission allowances on the ~~Fund~~open market, where the price of such allowances will ~~not~~likely ~~incur~~be aincreasing ~~U.S.~~as ~~federal income~~a ~~tax~~result ~~liability;~~of ~~rather~~demand, ~~each~~and ~~Shareholder~~regulated entities that reduce their emissions will be ~~required~~able to ~~take~~ ~~into~~sell ~~account~~unneeded ~~its~~emission ~~allocable~~allowances ~~share~~for ofprofit. ~~the~~An ~~Fund's~~emission ~~income,~~allowance ~~gains, losses,~~or ~~deductions,~~carbon ~~and~~credit ~~other~~is ~~tax~~a ~~items.~~unit ~~See~~of ~~“U.S.~~emissions ~~Federal~~(typically ~~Income~~one ~~Tax Considerations”~~ton ~~for~~of ~~information~~CO2) ~~about~~that the Uowner of the allowance or credit is permitted to emit.S. ~~federal~~Futures ~~income tax~~contracts ~~consequences~~linked ofto the ~~purchase,~~value ~~ownership~~of ~~and~~emission ~~disposition~~allowances ~~of Shares~~are known as “carbon credit futures”.

~~As noted,~~Purchases ~~the~~and ~~Fund~~Sales ~~invests~~of inBitcoin. ~~Shares~~Because of the ~~Teucrium Corn~~ Fund~~, Teucrium~~ ~~Wheat~~will ~~Fund,~~conduct ~~Teucrium~~creations ~~Sugar Fund,~~ and ~~Teucrium~~redemptions ~~Soybean Fund.~~of ~~The~~Shares ~~Underlying~~for ~~Funds~~cash, ~~primarily~~it ~~invest~~will inbe ~~Futures~~responsible ~~Contracts~~for ~~on corn,~~purchasing ~~wheat,~~and ~~sugar~~selling ~~and~~bitcoin ~~soybeans,~~in ~~respectively,~~connection ~~including~~with those ~~traded~~ oncreation ~~the CBOT~~ and ~~the~~redemption ~~ICE Futures~~orders. The Fund ~~expressly disclaims~~may ~~any~~also ~~association~~be ~~with~~required ~~the~~to ~~CBOT~~sell orbitcoin ~~ICE~~to ~~Futures~~pay ~~or endorsement~~certain ofextraordinary, ~~the~~non-recurring ~~Fund~~expenses ~~by such exchanges and acknowledges~~ that ~~“CBOT,”~~ ~~“Chicago Board of Trade,” “ICE Futures,” and “ICE Futures US”~~ are ~~registered~~ ~~trademarks~~not ofassumed by the ~~respective exchanges~~Sponsor.

The Sponsor, on behalf of the Fund, is responsible for acquiring bitcoin from a bitcoin trading counterparty that has been approved by, and entered into an agreement with, the Sponsor (each, a “Bitcoin Trading Counterparty”), currently Gemini Trust Company, LLC. The Bitcoin Trading Counterparties with which the Sponsor will engage in bitcoin transactions are unaffiliated third parties and all transactions will be done on an arm’s-length basis. When seeking to purchase or sell bitcoin on behalf of the Fund, the Sponsor will typically seek to buy and sell bitcoin at a price as close to the Bitcoin Price as practical from any of the approved Bitcoin Trading Counterparties. The Sponsor maintains a process for approving and monitoring Bitcoin Trading Counterparties, and all Bitcoin Trading Counterparties must be approved by the Sponsor before the Fund will engage in any transactions with the entity.

Custody of the Fund’s Assets. The Fund’s assets will be split among two custodians. The Trust, on behalf of the Fund, intends to appoint Gemini Trust Company, LLC (the “Bitcoin Custodian” or “Gemini”) for the Fund’s bitcoin holdings. Separately, U.S. Bank, N.A. (the “Non-Digital Custodian” and collectively with the Bitcoin Custodian, the “Custodians”) will serve as the Fund’s custodian with respect to its cash and cash equivalents investments, as well as any investments in connection with its investments in Carbon Credit Futures.

The Trust, on behalf of the Fund, has entered into a custodial services agreement with Gemini Trust Company, LLC (the “Bitcoin Custody Agreement”), pursuant to which the Bitcoin Custodian will custody all of the Fund’s bitcoin. Pursuant to the Bitcoin Custody Agreement, the Bitcoin Custodian establishes accounts that hold the bitcoins deposited with the Bitcoin Custodian on behalf of the Fund. The Fund has also entered into a custodial agreement with the Non-Digital Custodian (the “Non-Digital Custody Agreement”) pursuant to which the Non-Digital Custodian will custody the Fund’s investments in cash and cash equivalents in connection with the investments in the Carbon Credit Futures.

-4-

With respect to the settlement of Shares in response to the placement of creation orders and redemption orders from Authorized Purchasers, the Sponsor will retain discretion with respect to which of the Custodians and accompanying assets is selected to facilitate the respective order.

The Sponsor employs a “neutral” investment strategy intended to track the changes in the Index regardless of whether the Index goes up or goes down. This means that the Sponsor will not speculatively sell bitcoin and/or Carbon Credit Futures at times when prices are high or speculatively acquire such assets at low prices in expectation of future price increases. Rather, the Fund’s “neutral” investment strategy is designed to permit investors generally to purchase and sell Shares for the purpose of investing indirectly in bitcoin and Carbon Credit Futures in a cost‑effective manner. The Sponsor endeavors to place the Fund’s trades in bitcoin and Carbon Credit Futures and otherwise manage the Fund’s investments so that the Fund’s average daily tracking error against the Index will be less than 10 percent over any period of 30 trading days. However, the Fund incurs certain expenses in connection with its operations, which cause imperfect correlation between changes in the Fund’s NAV and changes in the Index because the Index does not reflect expenses or income. As a result, investors may incur a partial or complete loss of their investment even when the performance of the Index is positive.

Investors may purchase and sell Shares through their broker‑dealers. However, the Fund creates and redeems Shares only in blocks called “Creation Baskets” and “Redemption Baskets,” respectively, and only Authorized Purchasers may purchase or redeem Creation Baskets or Redemption Baskets. An Authorized Purchaser is under no obligation to create or redeem baskets, and an Authorized Purchaser is under no obligation to offer to the public Shares of any baskets it does create. Baskets are generally created when there is a demand for Shares, including, but not limited to, when the market price per share is at (or perceived to be at) a premium to the NAV per Share. Similarly, baskets are generally redeemed when there is no demand for Shares, including, but not limited to, when the market price per share is at (or perceived to be at) a discount to the NAV per Share. Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market, on the NYSE Arca, at the market price per share, rather than in connection with the creation or redemption of baskets. Subject to the Exchange receiving the necessary In-Kind Regulatory Approval to permit the Fund to create and redeem Shares in-kind for bitcoin and futures contracts, these transactions may also take place in exchange for bitcoin and futures contracts. The timing of the In-Kind Regulatory Approval is unknown, and there is no guarantee that the Exchange will receive the In-Kind Regulatory Approval at any point in the future. If the Exchange receives the In-Kind Regulatory Approval and if the Sponsor chooses to allow in-kind creations and redemptions, the Fund will notify Shareholders in a prospectus supplement, in its periodic reports under the Exchange Act and on the Fund’s website.

The Sponsor believes that by investing in bitcoin and Carbon Credit Futures the Fund’s NAV will closely track the performance of the Index, before the consideration of expenses from the Fund’s operations. The Sponsor also believes that because of market arbitrage opportunities, the market price at which investors will purchase and sell Shares through their broker‑dealer will closely track the Fund’s NAV. The Sponsor believes that the net effect of these relationships is that the Fund’s market price on the NYSE Arca at which investors purchase and sell Shares will closely mirror a basket of 80% bitcoin and 20% Carbon Credit Futures.

The Sponsor maintains a public website on behalf of the Fund, www.teucrium.com, which contains information about the Trust, the Fund, and the Shares.

Note to Secondary Market Investors: Except when aggregated in Redemption Baskets, Shares are not individually redeemable. Shares can be directly purchased from the Fund only in Creation Baskets, and only by Authorized Purchasers. Each Creation Basket consists of 10,000 Shares and therefore requires a significant financial commitment to purchase. Accordingly, investors who do not have such resources or who are not Authorized Purchasers should be aware that some of the information contained in this prospectus, including information about purchases and redemptions of Shares directly with the Fund, is only relevant to Authorized Purchasers. There is no guarantee that Shares will trade at prices that are at or near the per‑Share NAV. When buying or selling Shares on the secondary market through a broker, most investors incur customary brokerage commissions and charges.

-5-

Principal Investment Risks of an Investment in the Fund

An investment in the Fund involves a degree of risk and you could incur a partial or total loss of your investment in the Fund. Some of the risks you may face are summarized below. A more extensive discussion of these risks appears beginning on page 9 14.

● Unlike mutual funds, commodity pools and other investment pools that manage their investments so as to realize income and gains for distribution to their investors, the Fund generally does not distribute dividends to Shareholders. You should not invest in the Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for other purposes.

~~Unlike~~● ~~mutual funds,~~Investors ~~commodity~~may ~~pools~~choose ~~and other investment pools that manage their investments so as~~ to ~~realize~~use ~~income and gains for distribution to their investors,~~ the Fund ~~generally~~as ~~does~~a ~~not~~means ~~distribute dividends to holders~~ of ~~Fund~~investing ~~Shares~~indirectly ~~(“Shareholders”). You should not invest~~ in ~~the~~bitcoin ~~Fund~~and ifCarbon ~~you~~Credit ~~will~~Futures, ~~need cash distributions from the Fund to pay taxes on your share of income~~ and ~~gains~~there ofare ~~the~~risks ~~Fund,~~involved ~~if any,~~in orthis ~~for~~investment ~~other purposes~~strategy.

● Only an Authorized Purchaser may engage in creation or redemption transactions with the Fund. The Fund has a limited number of institutions that act as Authorized Purchasers. To the extent that these institutions exit the business or are unable or unwilling to proceed with creation and/or redemption orders with respect to the Fund, Fund Shares may, particularly in times of market stress, trade at a discount to the NAV per Share and possibly face trading halts and/or delisting.

~~Investors~~● The trading prices of many digital assets, including bitcoin, have experienced extreme volatility in recent periods and may ~~choose~~ continue to ~~use~~do ~~the~~so. The Fund asinvests a80% ~~means~~ of ~~investing~~its ~~indirectly~~assets in ~~agricultural~~ ~~commodities~~bitcoin, the value of which is highly volatile and ~~there~~subject ~~are~~to ~~risks~~fluctuations ~~involved~~due into ~~this investment~~a ~~strategy~~number of factors. ~~The~~Future ~~risks~~volatility, ~~and~~including ~~hazards~~declines ~~that~~in ~~are~~the ~~inherent~~trading ~~in agriculture~~prices ~~may~~of ~~cause~~bitcoin, could have a material adverse effect on the ~~price~~value of ~~agricultural~~Shares, ~~commodities~~and ~~to fluctuate~~Shares ~~widely~~could lose significant value.

4● Digital assets represent a new and rapidly evolving industry, and the value of the Shares in part depends on the acceptance of bitcoin. Competition from the emergence or growth of other digital assets or methods of investing in bitcoin could negatively impact the price of bitcoin and therefore the value of the Shares.

● The value of Shares is subject to a number of factors relating to the fundamental investment characteristics of bitcoin as a digital asset including the fact that digital assets such as bitcoin are bearer instruments and loss, theft, destruction or compromise of associate private keys could result in permanent loss of the asset.

~~Only~~● anDue ~~Authorized Purchaser~~to ~~may engage in creation or redemption transactions with~~ the ~~Fund.~~unregulated ~~The~~nature ~~Fund~~and ~~has~~lack ~~a limited number~~ of ~~institutions~~transparency ~~that~~surrounding ~~act~~the ~~as Authorized~~operations ~~Purchasers.~~of Todigital ~~the~~asset ~~extent~~exchanges, ~~that~~they ~~these~~may ~~institutions~~experience ~~exit the~~fraud, ~~business~~security orfailures ~~are unable~~ or ~~unwilling~~operational toproblems, ~~proceed~~which ~~with~~may ~~creation and/or~~adversely ~~redemption~~affect ~~orders~~the ~~with~~value ~~respect~~of tobitcoin ~~the Fund~~and, ~~Fund Shares may~~consequently, ~~particularly~~ inthe ~~times~~value of ~~market stress, trade at a discount to~~ the ~~NAV~~ ~~per Share and possibly face trading halts and/or delisting~~Shares.

● The impact of geopolitical or economic events on the supply and demand for bitcoin is uncertain, but could motivate large-scale sales of bitcoin, which could result in a reduction in the value of bitcoin, and the Shares.

~~The~~● ~~Fund~~Changes ~~seeks~~in ~~to have its performance track~~ the ~~combined~~governance ~~performance~~ of ~~Underlying Funds~~a ~~rather~~digital ~~than~~asset ~~profit~~network ~~from~~may ~~speculative~~not ~~trading~~receive ofsufficient ~~Commodity Futures~~support ~~Contracts or~~ from ~~the~~users ~~use~~and ~~of leverage (i.e.~~miners, ~~the~~which ~~Sponsor manages~~may ~~the~~negatively ~~Fund~~affect ~~and the Underlying Funds so~~ that ~~the~~digital ~~aggregate notional~~asset ~~amount of an Underlying Fund~~network’s ~~exposure~~ability to ~~losses from~~grow its investments in Benchmark Component Futures Contracts at any time will not exceed the value of the Underlying Fund’s assets). There is no assurance that the Sponsor will successfully implement this investment strategy, and ifrespond ~~the~~to ~~Fund becomes leveraged, you could lose all or a substantial portion of your investment if the Underlying Fund’s trading positions suddenly turn unprofitable~~changes.

● Failure to safeguard and manage the Fund’s bitcoin could adversely impact the value of Shares.

~~The~~● ~~Underlying Funds~~Security ~~may~~threats ~~invest~~to inthe ~~other~~Fund’s ~~commodity~~account ~~interests.~~with To the ~~extent~~Bitcoin ~~that these~~Custodian ~~other~~could ~~commodity~~result ~~interests~~in ~~are~~the ~~contracts~~halt ~~individually negotiated~~of ~~between~~Fund ~~their parties~~operations, ~~they~~a ~~may~~loss ~~not~~of beFund asassets, ~~liquid~~or ~~as Benchmark~~damage ~~Component~~to ~~Futures Contracts and will expose~~ the ~~Underlying~~ ~~Funds~~Fund’s ~~(and~~reputation, byamong ~~extension,~~others. ~~the~~Any ~~Fund)~~of tothese ~~credit~~factors ~~risk~~could ~~that their~~result ~~counterparties~~in ~~may~~a ~~not~~reduction bein ~~able to satisfy their obligations to~~ the ~~Underlying~~price ~~Funds~~of Shares.

● Due to the nature of private keys, bitcoin transactions are irrevocable, and stolen or incorrectly transferred bitcoin may be irretrievable. Any incorrectly executed bitcoin transactions could adversely affect an investment in the Fund. Loss, theft, destruction or compromise of private keys could result in permanent loss of the asset.

~~You~~● ~~will~~The ~~have~~lack ~~no rights~~of tofull ~~participate~~insurance inand ~~the~~Shareholders’ ~~management~~limited rights of legal recourse against the Fund, Trustee, Administrator, and/or ~~will~~the ~~have to~~Bitcoin ~~rely~~Custodian onexposes the ~~duties~~Fund and ~~judgment~~its ofshareholders to the ~~Sponsor~~risk toof ~~manage~~loss of the Fund’s bitcoin, for which no person or entity is liable.

●-6-

~~The~~● ~~Fund~~Digital asset markets in the U.S. exist in a state of regulatory uncertainty, and adverse legislative or regulatory developments could significantly harm the ~~Underlying~~ ~~Funds~~value ~~pay~~of ~~fees~~bitcoin or the Shares, such as by banning, restricting or imposing onerous conditions or prohibitions on the use of bitcoin, mining activity, digital wallets, the provision of services related to trading and ~~expenses~~custodying ~~that~~bitcoin, ~~are~~the ~~incurred~~operation ~~regardless~~ of ~~whether~~the ~~they~~Bitcoin ~~are~~Network, ~~profitable~~or the digital asset markets generally.

● The U.S. federal income tax treatment of transactions in digital assets is unclear.

~~The~~● ~~regulation~~There ~~of commodity~~is ~~interest~~no ~~transactions~~assurance inthat ~~the~~cap-and-trade ~~United~~regimes ~~States~~will ~~has historically~~continue ~~been~~to ~~comprehensive~~exist. ~~and~~New istechnologies amay ~~rapidly~~arise ~~changing~~that ~~area~~diminish ~~of law~~or ~~and~~eliminate isthe ~~subject~~need tofor ~~ongoing modification by governmental~~ cap-and ~~judicial~~-trade ~~action~~markets. ~~Future~~Emissions ~~U.S.~~limits orallocations ~~foreign~~may ~~regulatory~~not ~~changes~~properly ~~may alter~~reflect the ~~nature~~amount ofneeded anfor ~~investment~~a instable ~~the~~price ~~Fund~~of credits, orwhich ~~the~~can ~~ability~~lead ~~of the Fund~~ to ~~continue~~large toprice ~~implement its investment strategy~~volatility.

● Legislative or regulatory changes may impact the operation of the Fund, the regulation and enforcement of cap-and-trade regimes, the competitive landscape and/or market behavior regarding cap-and-trade regimes. New regulation relating to cap-and-trade markets may arise, which could negatively impact the value underlying carbon credits, the liquidity of said markets and the Fund.

~~Failures~~● ~~or breaches~~Investments ofin ~~the~~commodity-linked ~~electronic~~derivatives, ~~systems~~such ofas ~~the~~Carbon ~~Fund,~~Credit ~~the Sponsor~~Futures, ~~or third~~involve ~~parties~~risks orthat ~~other~~are ~~events~~greater ~~such~~than, asand ~~the~~different ~~recent~~from, ~~COVID-19~~investing ~~pandemic have~~directly in the ~~ability~~referenced tocommodity. ~~cause~~Commodity-linked ~~disruptions~~derivatives ~~and~~may ~~negatively~~also ~~impact~~be ~~the Fund’s~~subject ~~business~~to ~~operations,~~greater ~~potentially~~price ~~resulting~~volatility ~~in financial~~than ~~losses to~~ the ~~Fund~~underlying ~~and~~reference ~~its shareholders~~asset.

● The Fund obtains exposure to Carbon Credit Futures with multiple geographic focuses, and accordingly is subjected to the accompanying geographic risks. The Fund may also experience risks related to the energy, agriculture and metal sectors, among others, in connection with its exposure to Carbon Credit Futures.

If● ~~the~~The ~~Fund experienced~~price ~~redemptions~~relationship ~~that~~between ~~caused~~ the ~~number~~near ofmonth ~~Shares outstanding~~Carbon toCredit ~~decrease~~Future to expire and the ~~minimum~~rolled ~~level~~Carbon ofCredit ~~Shares~~Futures ~~required~~will ~~to be~~vary ~~outstanding,~~and ~~until~~may ~~the~~impact ~~minimum~~both ~~number~~the ofFund’s ~~Shares~~total isreturn ~~again exceeded~~over ~~through~~time and the ~~purchase~~degree ofto awhich ~~new~~such ~~Creation~~total ~~Basket,~~return ~~there~~tracks ~~can be~~the noIndex. ~~more~~In ~~redemptions~~some bycases, anthe ~~Authorized~~near ~~Purchaser.~~month Incontract’s ~~such~~price ~~case, market~~is ~~makers~~lower ~~may~~than belater ~~less~~expiring ~~willing~~contracts’ toprices ~~purchase~~(a ~~Shares~~situation ~~from~~known ~~investors~~ as “contango” in the ~~secondary~~futures ~~market,~~markets). ~~which~~In ~~may~~the inevent ~~turn~~of ~~limit~~a ~~the~~prolonged ~~ability~~period of ~~Shareholders~~ contango, and absent the impact of rising or falling carbon credit prices, this could have a significant negative impact on the Fund’s toNAV ~~sell~~and ~~their~~total ~~Shares~~return, and you could incur a partial or total loss of your investment in the ~~secondary market~~Fund.

● Position limits and margin requirements, among other limitations, may have the potential to cause tracking error, which could cause the price of Shares to substantially vary from the Index.

~~War~~● ~~and~~The ~~other geopolitical~~Fund ~~events~~is indeemed ~~eastern~~a ~~Europe,~~“commodity ~~including~~pool” ~~but~~and ~~not~~is ~~limited~~therefore subject to ~~Russia~~ ~~and~~regulation ~~Ukraine,~~under ~~may~~the ~~cause~~CEA ~~volatility~~and inCFTC ~~commodity~~rules. ~~prices including~~The ~~energy~~Fund and ~~grain~~the ~~prices~~Sponsor, ~~due~~as to the ~~region~~Fund’s ~~importance~~ ~~to these markets~~CPO, ~~potential~~is ~~impacts~~subject to ~~global transportation~~additional ~~and shipping~~laws, regulations and ~~other~~enforcement ~~supply~~policies, ~~chain~~all ~~disruptions. These~~of ~~events~~which ~~are unpredictable and~~ may ~~lead~~affect tothe ~~extended~~operations ~~periods~~ of ~~price~~ ~~volatility in~~ the Fund ~~and the Underlying Funds~~.

● The Index has a limited history. The Bitcoin Price could fail to track the global bitcoin price and a failure of the Bitcoin Price could adversely affect the value of Shares.

● The ~~Funds'~~price ~~FCM~~used ~~has not~~by ~~placed~~the ~~maximum~~Index ~~position~~to ~~constraints~~calculate on the ~~number~~value of ~~futures contracts~~bitcoin ~~the Funds~~ may ~~purchase.~~be ~~However~~volatile, ~~the~~which ~~recent volatility in the agricultural commodities futures market may lead the FCM to impose risk mitigation procedures that~~ could ~~limit~~adversely ~~the~~affect ~~Funds' investment in agricultural commodities futures contracts beyond~~ the ~~accountability~~ ~~and~~value ~~position limits imposed by futures contract exchanges. As~~ of ~~the date of this prospectus, the Underlying Funds are in the process of entering into an agreement with a new FCM~~Shares. Entering into such an agreement could be a protracted process. If the current FCM were to impose position limits before retaining another FCM, or that FCM also imposes limits, the Fund's and the Underlying Funds' ability to meet their investment objectives could be negatively impacted.

● The Bitcoin Price being used to determine the net asset value of the Fund may not be consistent with GAAP. To the extent the Fund’s financial statements are determined using a different pricing source that is consistent with GAAP, the NAV reported in the Fund’s periodic financial statements may differ, and may differ significantly, from the Fund’s NAV determined using the pricing of the Index.

~~The~~● ~~occurrence~~You ofwill a severe weather event, natural disaster, terrorist attack, geopolitical events, outbreak or public health emergency as declared by the World Health Organization, the continuation or expansion of war or other hostilities, or a prolonged government shutdown may have ~~significant~~no ~~adverse~~rights ~~effects~~to onparticipate ~~the Fund and its investments and alter current assumptions and expectations. For example,~~ in ~~late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in~~ the ~~region~~ ~~and~~management ~~in the west. The responses~~ of ~~countries and political bodies to Russia’s actions,~~ the ~~larger~~Fund ~~overarching tensions,~~ and ~~Ukraine’s~~will ~~military response and the potential for wider conflict may increase financial market volatility generally,~~ have ~~severe~~ ~~adverse~~to ~~effects~~rely on ~~regional~~the ~~and~~duties ~~global economic markets,~~ and ~~cause~~ ~~volatility~~judgment ~~in the price~~ of ~~agricultural commodities, agricultural futures and~~ the ~~share~~Sponsor ~~price~~to ofmanage the Fund ~~and the Underlying Funds~~.

● The Fund pays fees and expenses that are incurred regardless of whether it is profitable.

The ability of Authorized Participants to create or redeem shares may be suspended for several reasons, including but not limited to the Fund voluntarily imposing such restrictions. A suspension in the ability of Authorized Participants would have no impact on the Fund's investment objective – the Fund would continue to seek to track its benchmark. However, with respect to the impact of a suspension on the price of Fund shares in the secondary market, investors may have to pay a higher price to buy shares and receive a lower price when they sell their shares. This "spread" may continue to widen the longer the suspension lasts. -7-

●

The Fund seeks to have the changes in its Shares’ NAV track changes in the Index, rather than profit from speculative trading of a portfolio of bitcoin and Carbon Credit Futures or from the use of leverage (i.e., the Sponsor manages the Fund so that the aggregate value of the Fund’s exposure to losses from its investments at any time will not exceed the value of the Fund’s assets). There is no assurance that the Sponsor will successfully implement this investment strategy, and if the Fund becomes leveraged, you could lose all or substantially all of your investment if the Fund’s trading positions suddenly turn unprofitable.

●

The regulation of commodity interest transactions in the United States has historically been comprehensive and is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Future U.S. or foreign regulatory changes may alter the nature of an investment in the Fund, or the ability of the Fund to continue to implement its investment strategy.

●

Failures or breaches of the electronic systems of the Fund, the Sponsor, third parties or a public health emergency as declared by the world Health Organization have the ability to cause disruptions and negatively impact the Fund’s business operations, potentially resulting in financial losses to the Fund and its shareholders.

●

War and other geopolitical events, including but not limited to Russia and Ukraine and conflicts in the Middle East, have caused and may continue to cause volatility in various commodity prices. These events are unpredictable and may lead to extended periods of price volatility.

●

The Fund currently has [__] futures commission merchants (“FCMs”) through which it buys and sells futures contracts. Volatility in the carbon futures market may lead one or both of the Fund’s FCMs to impose risk mitigation procedures that could limit the Fund’s investment in Carbon Credit Futures beyond the accountability and position limits imposed by futures contract exchanges as discussed herein. The Fund’s FCMs may impose a financial ceiling on initial margin that could change and become more or less restrictive on the Fund’s activities depending upon a variety of conditions beyond the Sponsor’s control. If the Fund’s current FCMs were to impose position limits, or if any other FCM with which the Fund establishes a relationship in the future were to impose position limits, the Fund’s ability to meet its investment objective could be negatively impacted. The Fund continues to monitor and manage its existing relationships with its FCMs and will continue to seek additional relationships with FCMs as needed.

●

The occurrence of a severe weather event, natural disaster, terrorist attack, geopolitical events, outbreak or public health emergency as declared by the World Health Organization, the continuation or expansion of war or other hostilities, the introduction of or changes in tariffs or trade barriers, global or local recessions, or a prolonged government shutdown may have significant adverse effects on the Fund and its investments and alter current assumptions and expectations. For example, in late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the region and in the west. The responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility generally, have severe adverse effects on regional and global economic markets, and cause price volatility and the share price of the Fund.

●

“Backwardation” is a situation wherein near to expire contracts have traded at a higher price than longer to expire contracts. Geopolitical, economic and inflationary events can impact the level of backwardation that a futures contract may experience, and may place upward pressure on the prices of a wide variety of commodities. Putting aside the impact of the overall movement in prices of carbon credits and carbon credit futures, the price of the Carbon Credit Futures typically rise as they approach expiration. This backwardation benefits the Fund because it sells more expensive contracts and buys less expensive contracts on an ongoing basis.

-8-

●

The ability of Authorized Participants to create or redeem shares may be suspended for several reasons, including but not limited to the Fund voluntarily imposing such restrictions. A suspension in the ability of Authorized Participants would have no impact on the Fund’s investment objective – the Fund would continue to seek to track its index. However, with respect to the impact of a suspension on the price of Fund shares in the secondary market, investors may have to pay a higher price to buy shares and receive a lower price when they sell their shares. This “spread” may continue to widen the longer the suspension lasts. Should the sales of Shares be suspended in the future, the Fund expects that the risk to investors will increase as bid/ask spreads widen due to the inability of market makers to create more Fund shares to meet investor demand.

●

The Fund is new and an investment in the Fund may have more risks than an investment in an established, larger fund. Further, the Sponsor and its management have a limited history of operating investment vehicles like the Fund.

●

The Fund has a limited number of financial institutions that may act as Authorized Purchasers. If regulatory changes or interpretations of an Authorized Purchaser’s, the Fund’s or the Sponsor’s require the regulation of an Authorized Purchaser, the Fund or the sponsor as a money service business under the regulations promulgated by FinCen, an Authorized Purchaser, the Fund, or the Sponsor may be required to register and comply with such regulations, which could result in extraordinary, recurring and/or non-recurring expenses.

●

There are certain risks and tax considerations due to the Fund’s cash transactions for the creation and redemption processes.

●

Potential conflicts of interest may arise among the Sponsor or its affiliates and the Fund. The Trust Agreement modifies and restricts the default fiduciary duties under the DSTA, which could permit them to favor their own interests to the detriment of the Fund and its Shareholders under Delaware law. That notwithstanding, the Sponsor is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and is subject to fiduciary duties in connection therewith.

For additional risks, see “What Are the Risk Factors Involved with an Investment in the Fund?”

Determination of NAV

The Fund’s NAV is determined as of the earlier of the close of the ~~New~~NYSE ~~York~~Arca ~~Stock Exchange~~ or 4:00 p.m. (~~EST~~ET) on each day that the NYSE Arca is open for trading.

Defined Terms

For a glossary of defined terms, see Appendix A.

Breakeven Analysis

The breakeven analysis set forth below is a hypothetical illustration of the approximate dollar returns and percentage returns for the redemption value of a single ~~share~~Share to equal the amount invested twelve months after the investment is made. For purposes of this breakeven analysis, an initial selling price of $2925.9600 per ~~share~~Share, ~~which~~ ~~equals the NAV per share at the close of trading February 28, 2022,~~ is assumed. The breakeven analysis is an approximation only and assumes a constant month-end ~~Net Asset Value~~NAV. In order for a hypothetical investment in ~~shares~~Shares to breakeven over the next 12 months, assuming a selling price of $2925.9600 per ~~share~~Share, the investment would have to generate a 0.1316% or $0.04 return. The numbers in the chart below have been rounded to the nearest 0.01.

	~~Per Share~~	Per Share
Assumed initial selling price per share (1)	$29.96
Assumed initial selling price per Share(1)		$	25.00
Management Fee (2)	N/A
Management Fee(2)		$	(0.17	)
Estimated Brokerage Commissions (3)	$0.01
Estimated Brokerage Commissions and Fees(3)		$	(0.04	)
Other Fund Fees and Expenses (4) (5)	$0.03
Other Fund Fees and Expenses(4)		$	–
Interest and Other Income (6)	$N/A
Interest and Other Income(5)		$	0.17
Amount of trading income (loss) required for the redemption value at the end of one year to equal the initial selling price of the share	$0.04
Amount of trading income (loss) required for the redemption value at the end of one year to equal the selling price of the Share		$	(0.04	)
Percentage of initial selling price per share (7)	0.13%
Percentage of initial selling price per Share(6)			(0.16	)%

(1) In order to show how a hypothetical investment in shares would break even over the next 12 months, this breakeven analysis uses an assumed initial selling price of $29.96 per share, which is based on the NAV per share of TAGS at the close of trading on February 28, 2022. Investors should note that, because TAGS’s NAV changes on a daily basis, the breakeven amount on any given day could be higher or lower than the amount reflected here.-9-

(21) The ~~Sponsor~~breakeven ~~does~~analysis ~~not~~set ~~receive~~forth in this table assumes that the Shares have a ~~management~~constant ~~fee~~NAV ~~from~~equal to the ~~Fund~~ amount shown. ~~The~~This ~~Sponsor~~amount ~~receives~~is athe ~~management~~expected ~~fee~~NAV ~~from~~of ~~each~~the ~~Underlying Fund~~Shares aton the ~~annual~~first ~~rate~~day of 1Fund operations.~~00%~~ ofThe ~~such~~actual ~~Underlying~~NAV of the Fund~~’s average~~ ~~daily~~differs ~~net~~and ~~assets,~~is ~~payable~~likely ~~monthly.~~to ~~The~~change ~~Sponsor~~on ~~can~~a ~~elect~~daily ~~to waive~~basis. ~~the~~The ~~payment~~numbers ofprovided in this ~~fee~~chart ~~for~~have ~~any~~been ~~Underlying~~rounded ~~Fund~~to inthe ~~any~~nearest ~~amount at~~0.01. ~~its~~The ~~sole~~breakeven ~~discretion,~~analysis atreflects ~~any~~all ~~time~~fees and ~~from~~expenses, ~~time~~including toestimated ~~time,~~rebalancing inexpenses ~~order~~ that are anticipated to ~~reduce~~be incurred by the ~~Fund’s~~Trust ~~expenses~~during ora ~~for~~year ~~any~~of ~~other purpose~~an investor’s investment.

(32) ~~Reflects~~From ~~estimated~~the Sponsor Fee, the Sponsor has contractually agreed to pay all of the routine operational, administrative and other ordinary expenses of the Fund, excluding brokerage ~~commissions~~fees, interest expenses, and certain non-recurring or extraordinary fees ~~for Fund~~and ~~transactions~~expenses. The routine operational, ~~which~~administrative and other ordinary expenses of the Funds are ~~estimated~~discussed tobelow bein ~~less~~the ~~than~~section $0titled “Contractual Fees and Compensation Arrangements with the Sponsor and Third‑Party Service Providers.~~005~~” ~~per share~~These ~~but~~fees and expenses are ~~rounded~~not toincluded ~~$0.01~~in the breakeven table because they are paid for ~~purposes~~by ofthe ~~this~~Sponsor ~~breakeven analysis~~through the proceeds from the Management Fee.

(43) InReflects ~~connection~~estimated ~~with~~brokerage ~~orders~~commissions and fees in relation to ~~create~~the orCarbon ~~redeem~~Credit ~~baskets, Authorized~~Futures ~~Purchasers~~and ~~will~~reflected ~~pay~~on a ~~transaction~~per ~~fee~~trade inbasis. ~~the~~The actual amount of ~~$250~~ ~~per~~brokerage ~~order~~commissions and trading fees to be incurred will vary based upon the trading frequency of the Fund. ~~Because~~The ~~these~~Sponsor ~~transaction~~may elect to pay or waive a portion of these fees. ~~are~~The deFund ~~minimis~~may ~~in amount,~~elect ~~are~~to ~~paid~~waive fees in order to reduce the Fund’s ~~custodian, U~~expenses.S. ~~Bank,~~Investors ~~N.A. (the~~may ~~“Custodian”)~~pay ~~and~~customary ~~charged~~brokerage oncommissions ~~a transaction-by-transaction~~in ~~basis~~connection ~~(and~~with ~~not~~purchases onof athe ~~Basket~~Shares. byBecause ~~Basket basis),~~such ~~and~~brokerage ~~are~~commission ~~borne~~rates bywill ~~the~~vary ~~Authorized~~from ~~Participants~~investor to investor, ~~they~~such brokerage commissions have not been included in the Breakeven Table. ~~See~~Investors ~~“Creation~~are ~~and~~encouraged ~~Redemption~~to ~~Transaction Fees,”~~review ~~page~~the 40terms of their brokerage accounts for applicable charges.

(54) ~~Other~~The Fund ~~Fees~~pays ~~and~~all ~~Expenses~~transaction are an estimate based on an allocation to the Fund of the total estimated expenses anticipated to be incurred by the Trust on behalf of the Fund, net of any expenses or management fee waived by the Sponsor, and include: Professional fees (primarily legal, auditing and tax-preparation related ~~costs); Custodian and Administrator~~ fees and expenses~~, Distribution~~ ~~and~~charged ~~Marketing~~in ~~fees~~connection ~~(primarily~~with ~~fees paid to the Distributor, costs related to regulatory compliance activities and other costs related to the~~ trading activities offor the Fund~~); Business~~’s ~~Permits~~investments and ~~Licenses;~~for ~~General~~maintenance ~~and~~of ~~Administrative~~its ~~expenses (primarily~~CFTC ~~insurance~~regulatory ~~and~~status ~~printing),~~as ~~and~~a ~~Other~~commodity ~~Expenses~~pool. The ~~expenses~~ ~~presented~~Fund ~~are~~also ~~based~~pays onall ~~estimated~~of ~~expenses~~its ~~for~~non-recurring ~~the~~and ~~current fiscal~~unusual ~~year,~~fees and doexpenses, ~~not~~if ~~represent the maximum amounts payable under the contracts with third-party service providers~~any, as ~~discussed below~~determined inby the ~~section~~Sponsor. ofNon-recurring ~~this disclosure document entitled “Contractual Fees~~ and ~~Compensation~~unusual ~~Arrangements~~fees ~~with the Sponsor~~ and ~~Third-Party~~expenses ~~Service~~are ~~Providers.”~~unexpected ~~The cost of these fixed~~ or ~~estimated~~unusual ~~fees has been calculated assuming that the Fund has $14.6 million~~ in ~~assets~~nature, ~~which~~such ~~was the approximate amount of assets~~ as oflegal ~~February~~claims ~~28,~~and ~~2022.~~liabilities ~~The~~and ~~Sponsor~~litigation ~~can~~costs ~~elect~~or toindemnification ~~pay (~~or ~~waive~~ ~~reimbursement~~other ~~for)~~unanticipated ~~certain~~expenses. Extraordinary fees orand expenses ~~that~~also ~~would generally~~include bematerial ~~paid~~expenses bywhich ~~the~~are ~~Fund,~~not ~~although~~currently itanticipated ~~has~~obligations noof ~~contractual obligation~~the ~~to do so~~Fund. ~~Any~~Routine ~~election~~operational, toadministrative ~~pay~~and orother ~~waive~~ordinary ~~reimbursement for fees and~~ expenses ~~that~~are ~~would~~not ~~generally~~deemed beextraordinary ~~paid by the Fund can be changed at the discretion of the Sponsor~~expenses.

(65) ~~Because~~The ~~the~~ Fund ~~will~~seeks ~~not~~to ~~make~~earn ~~significant~~interest ~~investments~~ and other income in ~~interest~~high credit quality, short-~~bearing~~duration ~~securities~~instruments or ~~accounts,~~deposits associated with the ~~Fund~~pool’s ~~does~~cash management in connection with its investments in futures contracts and other financial instruments, that may be used to offset expenses. These investments may include, but are not ~~expect~~ limited to, ~~earn~~short-term ~~significant~~Treasury ~~amounts~~Securities, ofdemand deposits, and money market funds. Considering various uncertain factors in the US and commodity markets, the Sponsor has estimated a blended interest ~~(less~~rate ~~than~~of $04.~~005 per~~50%. ~~share~~The ~~for~~actual ~~purposes~~rate may vary and not all assets within the Fund will necessarily earn interest. The actual rate may vary and not all assets of ~~this~~the ~~breakeven~~Fund ~~analysis)~~will earn interest.

(76) This represents the estimated approximate percentage for the redemption value of a hypothetical initial investment in a single ~~share~~Share to equal to the amount invested twelve months after the investment was made. The estimated approximate percentage of selling price ~~before waived expenses~~ is 10.6716% or $0.5004 per share~~, based on the Fund assets, net asset value per share and shares outstanding as of February 28, 2022~~. TAGS is a Fund of Funds and the expenses from the Underlying Funds flow through to the investor in TAGS. The fees waived by the Sponsor is an estimate, can be applied to any expense related to the Fund, and may be terminated at any time at the discretion of the Sponsor.

6-10-

The Offering

Offering	Shares are listed on the NYSE Arca and investors may purchase and sell Shares through their broker‑dealer. The Fund only offers Creation Baskets consisting of 10,000 Shares through the Marketing Agent to Authorized Purchasers. Authorized Purchasers may purchase Creation Baskets consisting of 10,000 Shares at the Fund’s NAV.	The Fund’s Shares are listed on the NYSE Arca and investors may purchase and sell Shares through their broker-dealer. The Fund only offers Creation Baskets consisting of 12,500 Shares through the Distributor to Authorized Purchasers. Authorized Purchasers may purchase Creation Baskets consisting of 12,500 Shares at the Fund’s NAV.
Use of Proceeds	The Sponsor applies substantially all of the Fund’s assets toward investing in bitcoin and Carbon Credit Futures, as well as cash, and cash equivalents. The Sponsor will use approximately 80% of the Fund’s assets to purchase bitcoin and Sponsor deposits a portion of the Fund’s net assets with its FCMs or other financial institutions to be used to meet its current or potential margin or collateral requirements in connection with its investment in Carbon Credit Futures. The Fund will invest a sufficient amount of its assets to have the notional value of its Carbon Credit Futures be approximately 20% of the Fund’s net assets. The Fund uses only cash and cash equivalents to satisfy these requirements. The Sponsor expects that all entities that will hold or trade the Fund’s assets will be based in the United States and will be subject to United States regulations. The Sponsor believes that approximately 10%‑20% of the Fund’s assets will normally be committed as margin for Carbon Credit Futures. However, from time to time, the percentage of assets committed as margin/collateral may be substantially more, or less, than such range. The remaining portion of the Fund’s assets associated with the Fund’s investments in Carbon Credit Futures is held in cash or cash equivalents. All interest or other income earned on these investments is retained for the Fund’s benefit.	The Sponsor applies substantially all of the Fund’s assets toward investing in shares of the Underlying Funds, and each Underlying Fund in turn invests substantially all of its assets in the respective Benchmark Component Futures Contracts and cash equivalents. The Sponsor deposits a portion of each Underlying Fund’s net assets with its futures commission merchant (“FCM”) or other financial institutions to be used to meet its current or potential margin or collateral requirements in connection with its investment in Benchmark Component Futures Contracts. The Underlying Funds use only cash and cash equivalents to satisfy these requirements. The Sponsor expects that all entities that will hold or trade the Underlying Fund’s assets will be based in the United States and will be subject to United States regulations. The Sponsor believes that approximately 4-6% of each Underlying Fund’s assets will normally be committed as margin for Benchmark Component Futures Contracts. However, from time to time, the percentage of assets committed as margin/collateral may be substantially more, or less, than such range. The remaining portion of the Underlying Funds’ assets, and any residual portion of the Fund’s assets not invested in Shares of the Underlying Funds, are held in cash or cash equivalents. All interest or other income earned on these investments is retained for the Fund’s or Underlying Funds’ benefit.
NYSE Arca Symbol	“BTCK”
Creation and Redemption	The Fund issues Shares on an ongoing basis, but only in one or more whole Creation Baskets. The Fund also intends to redeem Shares in Redemption Baskets on an ongoing basis from Authorized Purchasers. The per share price of Shares offered in Creation Baskets is the total NAV of the Fund calculated as of the close of the NYSE Arca on that day, divided by the number of issued and outstanding Shares. The purchase of a Creation Basket and sale of a Redemption Basket requires the delivery of the cash equivalent of the NAV of the aggregate Shares comprising such basket. Authorized Purchasers pay a $300 fee per order to create Creation Baskets, and a $300 fee per order for Redemption Baskets, which is paid to the Non-Digital Custodian. Authorized Purchasers, in turn, may sell such Shares received from a Creation Basket on the exchange at the trading price of the Shares on the Exchange. Authorized Purchasers are not required to sell any specific number or dollar amount of Shares. Shares may trade in the secondary market at prices that are lower (a discount) or higher (a premium) than the NAV per Share.
Inter‑Series Limitation on Liability	While the Fund is currently one of six separate series of the Trust, additional series may be created in the future. The 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. If any creditor or shareholder in any particular series (such as the Fund) were to successfully assert against a series a claim with respect to its indebtedness or Shares, the creditor or shareholder could recover only from that particular series and its assets. Accordingly, the debts and other obligations incurred, contracted for or otherwise existing solely with respect to a particular series will be enforceable only against the assets of that series, and not against any other series or the Trust generally or any of their respective assets. The assets of the Fund and any other series will include only those funds and other assets that are paid to, held by or distributed to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the purchase of Shares in a series.
Registration Clearance and Settlement	Individual certificates are not issued for the Shares. Instead, Shares will be represented by one or more global certificates, which are deposited by the transfer agent with the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Beneficial interests in Shares are held through DTC’s book‑entry system, which means that Shareholders are limited to: (1) participants in DTC such as banks, brokers, dealers and trust companies (“DTC Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (“Indirect Participants”), and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of Shares. DTC Participants acting on behalf of investors holding Shares through such DTC Participants’ accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same‑Day Funds Settlement System. Shares are credited to DTC Participants’ securities accounts following confirmation of receipt of payment.

NYSE Arca Symbol		“TAGS”
Creation and Redemption		Authorized Purchasers pay a $250 fee per order to create Creation Baskets, and a $250 fee per order for Redemption Baskets, which is paid to the Custodian. Authorized Purchasers are not required to sell any specific number or dollar amount of Shares. The per share price of Shares offered in Creation Baskets is the total NAV of the Fund calculated as of the close of the NYSE Arca on that day divided by the number of issued and outstanding Shares.
Inter-Series Limitation on Liability		While the Fund is currently one of six separate series of the Trust, additional series may be created in the future. The 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. If any creditor or shareholder in any particular series (such as the Fund) were to successfully assert against a series a claim with respect to its indebtedness or Shares, the creditor or shareholder could recover only from that particular series and its assets. Accordingly, the debts and other obligations incurred, contracted for or otherwise existing solely with respect to a particular series will be enforceable only against the assets of that series, and not against any other series or the Trust generally or any of their respective assets. The assets of the Fund and any other series will include only those funds and other assets that are paid to, held by or distributed to the series on account of and for the benefit of that series, including, without limitation, amounts delivered to the Trust for the purchase of Shares in a series.

-11-

Registration Clearance and Settlement		Individual certificates are not issued for the Shares. Instead, Shares will be represented by one or more global certificates, which will be deposited by the transfer agent with the Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Beneficial interests in Shares are held through DTC’s book-entry system, which means that Shareholders are limited to: (1) participants in DTC such as banks, brokers, dealers and trust companies (“DTC Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (“Indirect Participants”), and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants, in each case who satisfy the requirements for transfers of Shares. DTC Participants acting on behalf of investors holding Shares through such DTC Participants’ accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same-Day Funds Settlement System. Shares will be credited to DTC Participants’ securities accounts following confirmation of receipt of payment.
Net Asset Value	The NAV is calculated by taking the current market value of the Fund’s total assets and subtracting any liabilities and dividing the balance by the number of Shares. Under the Fund’s current operational procedures, the Fund’s administrator (“Administrator”), U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), calculates the NAV of the Fund’s Shares as of the earlier of 4:00 p.m. (ET) or the close of the NYSE Arca each day. The Fund values bitcoin using the same methodology as the Bitcoin Price. Digital asset trading platforms meeting the criteria set out by Kaiko are used as the basis for which Kaiko determines the value of bitcoin. Kaiko reviews the time-weighted average price on all eligible digital asset trading platforms between 3:00 pm ET and 4:00 pm ET and values bitcoin as the median price amongst the eligible platforms. The Sponsor believes this methodology provides a reasonable valuation of the spot price of bitcoin that is reasonably resistant to price manipulation of bitcoin. [ICE Data Indices], LLC calculates an approximate net asset value every 15 seconds throughout each day that the Fund’s Shares are traded on the NYSE Arca. This value should not be viewed as an actual real time update of the NAV of the Fund.
Net Asset Value		The NAV is calculated by taking the current market value of the Fund’s total assets and subtracting any liabilities and dividing the balance by the number of Shares. Under the Fund’s current operational procedures, U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Global Fund Services”), the Fund’s “Administrator” calculates the NAV of the Fund as of the earlier of 4:00 p.m. (EST) or the close of the New York Stock Exchange each day. ICE Data Indices, LLC calculates an approximate NAV every 15 seconds throughout each day that the Fund’s Shares are traded on the NYSE Arca, for as long as the main pricing mechanism of either the CBOT or ICE Futures is open.
Fund Expenses	The Fund pays the Sponsor Fee at an annual rate of 0.68% of the Fund’s average daily net assets. The Fund is also responsible for other ongoing fees, costs and expenses of its operations, including (i) brokerage and other fees and commissions incurred in connection with the trading activities of the Fund; (ii) expenses incurred in connection with registering additional Shares of the Fund or offering Shares of the Fund; (iii) the routine expenses associated with the preparation and, if required, the printing and mailing of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, Trust meetings and preparing, printing and mailing proxy statements to Shareholders; (iv) the payment of any distributions related to redemption of Shares; (v) payment for routine services of the Trustee, legal counsel and independent accountants; (vi) payment for routine accounting, bookkeeping, custody and transfer agency services, whether performed by an outside service provider or by Affiliates of the Sponsor; (vii) postage and insurance; (viii) costs and expenses associated with investor relations and services; (ix) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income, assets or operations of the Fund; (x) payment for marketing services; and (xi) extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto). The estimated amount of fees and expenses that are anticipated to be incurred in a single Share during the first twelve (12) months of ownership is $0.04 or 0.16% of the selling price. These fees and expenses are net of any expenses or management fees waived by the Sponsor. The Sponsor may, in its discretion, pay or reimburse the Fund for, or waive a portion of its Sponsor Fee to offset, expenses that would otherwise be borne by the Fund. The Sponsor from time to time may sell bitcoin, which may be facilitated by the Bitcoin Custodian, in such quantity as is necessary to permit payment of the Sponsor Fee and may also sell bitcoin, in such quantities as may be necessary to permit the payment of Fund expenses and liabilities not assumed by the Sponsor. To the extent the Sponsor sells bitcoin to permit payment of the Sponsor Fee or other Fund expenses and liabilities not assumed by the Sponsor, the amount of bitcoin held by the Fund will decline over time.

Fund and Underlying Fund Expenses While the Fund does not pay the Sponsor a management fee, it indirectly pays its proportionate share of each Underlying Fund’s management fee, which is paid at an annual rate of 1.00% of each Underlying Fund’s average daily net assets.-12-

	General expenses of the Trust will be allocated among the existing series of the Trust (collectively, the “Teucrium”) Funds and any future series of the Trust as determined by the Sponsor in its discretion. The 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.

Termination Events	The Trust and the Fund shall continue in existence from the date of their formation in perpetuity, unless the Trust or the Fund, as the case may be, is sooner terminated upon the occurrence of certain events specified in the Trust Agreement, including the following: (1) the filing of a certificate of dissolution or cancellation of the Sponsor or revocation of the Sponsor’s charter or the withdrawal of the Sponsor, unless shareholders holding a majority of the outstanding shares of the Trust, voting together as a single class, elect within ninety (90) days after such event to continue the business of the Trust and appoint a successor Sponsor; (2) the occurrence of any event which would make the existence of the Trust or the Fund unlawful; (3) the suspension, revocation, or termination of the Sponsor’s registration as a CPO with the CFTC or membership with the NFA; (4) the insolvency or bankruptcy of the Trust or the Fund; (5) a vote by the shareholders holding at least seventy‑five percent (75%) of the outstanding shares of the Trust, voting together as a single class, to dissolve the Trust subject to certain conditions; (6) the determination by the Sponsor to dissolve the Trust or the Fund, subject to certain conditions; (7) the Trust is required to be registered as an investment company under the Investment Company Act; and (8) DTC is unable or unwilling to continue to perform its functions and a comparable replacement is unavailable. Upon termination of the Fund, the affairs of the Fund shall be wound up and all of its debts and liabilities discharged or otherwise provided for in the order of priority as provided by law. The fair market value of the remaining assets of the Fund shall then be determined by the Sponsor in accordance with its policies for valuing assets, as detailed herein. Thereupon, the assets of the Fund shall be distributed pro rata to the Shareholders in accordance with their Shares.

Authorized Purchasers	A list of the Fund’s Authorized Purchasers as of the date of this Prospectus can be found under “Plan of Distribution – Distributor and Authorized Purchasers,” on page 112. Authorized Purchasers must be (1) registered broker‑dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker‑dealers to engage in securities transactions, and (2) DTC Participants. To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with the Sponsor. The Trust has engaged [_______],[_______] and [_______], as Authorized Purchasers. Additional Authorized Purchasers may be added at any time, subject to the discretion of the Sponsor.

Incidental Rights/IR Virtual Currency	From time to time, the Fund may be entitled to or come into possession of rights to acquire, or otherwise establish dominion and control over, any virtual currency (for avoidance of doubt, other than bitcoin) or other asset or right, which rights are incident to the Fund’s ownership of bitcoins and arise without any action of the Fund, or of the Sponsor or Delaware Trustee on behalf of the Fund (“Incidental Rights”) and/or virtual currency tokens, or other assets or rights, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right (“IR Virtual Currency”) by virtue of its ownership of bitcoins, generally through a fork in the Bitcoin blockchain, an airdrop offered to holders of bitcoins or other similar event.

The Fund is also responsible for other ongoing fees, costs and expenses of its operations, including (i) brokerage and other fees and commissions incurred in connection with its trading activities; (ii) expenses incurred in connection with registering additional Shares of the Fund or offering Shares of the Fund; (iii) the routine expenses associated with the preparation and, if required, the printing and mailing of monthly, quarterly, annual and other reports required by applicable U.S. federal and state regulatory authorities, Trust meetings and preparing, printing and mailing proxy statements to Shareholders; (iv) the payment of any distributions related to redemption of Shares; (v) payment for routine services of the Trustee, legal counsel and independent accountants; (vi) payment for routine accounting, bookkeeping, custody and transfer agency services, whether performed by an outside service provider or by Affiliates of the Sponsor; (vii) postage and insurance; (viii) costs and expenses associated with investor relations and services; (ix) costs of preparation of all federal, state, local and foreign tax returns and any taxes payable on the income, assets or operations of the Fund; (x) payment for marketing services; (xi) extraordinary expenses (including, but not limited to, legal claims and liabilities and litigation costs and any indemnification related thereto). Each Underlying Fund is also responsible for the ongoing fees, costs and expenses of its operations as described in the foregoing paragraph. The estimated amount of fees and expenses that are anticipated to be incurred in a single Share during the first twelve (12) months of ownership is $0.04 or 0.-13% of the selling price. The total estimated fees and expenses are expressed as a percentage of the net asset value as of February 28, 2022. The Sponsor may, in its discretion, pay or reimburse the Fund or an Underlying Fund for, or waive a portion of its management fee for an Underlying Fund to offset, expenses that would otherwise be borne by the Fund or Underlying Fund.-

~~General~~With ~~expenses~~respect ofto ~~the~~a ~~Trust~~fork, ~~will~~airdrop beor ~~allocated~~similar ~~among~~event, the ~~existing~~Sponsor ~~Teucrium~~will ~~Funds~~cause ~~and any future series of~~ the ~~Trust~~Fund ~~as determined by the Sponsor in its discretion. The Trust may be required~~ to ~~indemnify~~permanently ~~the Sponsor,~~ and ~~the~~irrevocably ~~Trust~~abandon ~~and/or~~ the ~~Sponsor~~Incidental ~~may~~Rights beand ~~required~~IR toVirtual ~~indemnify the Trustee, Distributor or Administrator, under certain circumstances~~Currency. ~~Termination~~In ~~Events The Trust,~~ the ~~Fund~~event ~~and each Underlying Fund shall continue in existence from~~ the ~~date~~Trust ofseeks ~~their~~to ~~formation~~change inthis ~~perpetuity~~position, ~~unless the Trust, the Fund or~~ an ~~Underlying~~application ~~Fund,~~would asneed ~~the~~to ~~case may~~ be, isfiled ~~sooner~~with ~~terminated upon~~ the ~~occurrence~~SEC ofby ~~certain events specified in~~ the ~~Trust~~Exchange ~~Agreement,~~seeking ~~including~~approval ~~the~~to ~~following:~~amend ~~(1)~~its ~~the~~listing ~~filing~~rules ofto apermit ~~certificate of dissolution or cancellation of~~ the ~~Sponsor~~Fund orto ~~revocation~~sell ofIncidental ~~the~~Rights ~~Sponsor’s charter~~ or ~~the~~IR ~~withdrawal~~Virtual ofCurrency ~~the~~and ~~Sponsor,~~distribute ~~unless shareholders holding a majority of~~ the ~~outstanding~~cash ~~shares~~proceeds ~~of the Trust, voting together as a single class, elect within ninety~~ (~~90)~~net ~~days after such event to continue the business~~ of ~~the~~expenses ~~Trust~~ and ~~appoint~~applicable awithholding ~~successor Sponsor; (2~~taxes) ~~the~~to ~~occurrence~~Depository ~~of any event which would make the existence of the~~ Trust, ~~the~~Company ~~Fund or an Underlying Fund unlawful;~~ (3“DTC”) ~~the suspension, revocation,~~ or ~~termination~~distribute of the ~~Sponsor’s~~Incidental ~~registration~~Rights ~~as a CPO with the CFTC~~ or ~~membership~~IR ~~with~~Virtual ~~the~~Currency ~~NFA;~~in-kind ~~(4)~~to the ~~insolvency~~DTC. orBecause ~~bankruptcy of~~ the ~~Trust, the~~ Fund orwill anabandon ~~Underlying~~any ~~Fund;~~Incidental ~~(5)~~Rights aand ~~vote~~IR byVirtual Currency, the ~~Shareholders~~Fund ~~holding~~would atnot ~~least~~receive ~~seventy-five~~any ~~percent~~direct ~~(75%)~~or ofindirect ~~the~~consideration ~~outstanding~~for ~~shares of~~ the ~~Trust,~~Incidental ~~voting~~Rights ~~together~~or asIR aVirtual ~~single class~~Currency, toand ~~dissolve~~thus the ~~Trust,~~value ~~subject~~of tothe ~~certain~~Shares ~~conditions;~~will ~~(6)~~not ~~the~~reflect ~~determination by~~ the ~~Sponsor~~value toof ~~dissolve~~ the ~~Trust,~~Incidental ~~the~~Rights ~~Fund~~ or anIR ~~Underlying~~Virtual ~~Fund,~~Currency. ~~subject~~See to“What ~~certain~~Are ~~conditions; (7)~~ the ~~Trust~~Risk isFactors ~~required~~Involved towith ~~be registered as~~ an ~~investment company under the~~ Investment ~~Company~~in ~~Act of 1940; and (8) DTC is unable or unwilling to continue to perform its functions and a comparable replacement is unavailable. Upon termination of~~ the Fund?”—Risks orRelated anto ~~Underlying Fund~~Bitcoin, the ~~affairs~~Bitcoin ofNetwork, ~~the Fund or Underlying Fund shall be wound up~~ and ~~all~~Bitcoin ofTrading ~~its~~Markets— ~~debts~~A ~~and~~temporary ~~liabilities discharged~~ or ~~otherwise~~permanent ~~provided~~“fork” ~~for~~could inadversely ~~the~~affect ~~order~~an ofinvestment ~~priority~~in ~~as provided by law. The fair market value of~~ the ~~remaining assets of the~~ Fund ~~or Underlying Fund shall then be determined by the Sponsor~~. ~~Thereupon~~Additionally, the ~~assets of the~~ Fund ormay ~~Underlying~~not ~~Fund~~receive ~~shall be distributed pro rata to~~ the ~~Shareholders~~benefit inof ~~accordance~~any ~~with~~forks ~~their~~or ~~Shares~~“airdrops”. ”

~~Authorized~~What ~~Purchasers~~are ~~A list of~~ the ~~Fund’s~~Risk ~~Authorized~~Factors ~~Purchasers~~Involved asWith ofan ~~the~~Investment date of this Prospectus can be found under “Plan of Distribution – Distributor and Authorized Purchasers,” on page 36. Authorized Purchasers must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required to register as broker-dealers to engage in ~~securities transactions, and (2) DTC Participants. To become an Authorized Purchaser, a person must enter into an Authorized Purchaser Agreement with~~ the ~~Sponsor.~~Fund?

8You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this prospectus, and the Fund’s and the Trust’s financial statements and the related notes incorporated by reference herein. See ”Incorporation by Reference of Certain Information.”

~~WHAT~~Risks ~~ARE~~Related ~~THE~~to ~~RISK~~Bitcoin, ~~FACTORS~~the ~~INVOLVED~~Bitcoin ~~WITH~~Network, ANand ~~INVESTMENT~~Bitcoin INTrading ~~THE FUND?~~Markets

~~You~~The ~~should~~trading ~~consider~~prices ~~carefully~~of ~~the~~many ~~risks~~digital ~~described~~assets, ~~below~~including ~~before making~~bitcoin, anhave ~~investment~~experienced ~~decision.~~extreme ~~You~~volatility ~~should~~in ~~also~~recent ~~refer~~periods and may continue to ~~the~~do ~~other information~~so. ~~included~~Extreme volatility in ~~this~~the ~~prospectus~~future, ~~and~~including ~~the~~further ~~Fund’s~~declines ~~and~~ in the ~~Trust’s~~trading ~~financial~~prices ~~statements~~of ~~and~~bitcoin, ~~the~~could ~~related~~have ~~notes incorporated~~a bymaterial ~~reference~~adverse ~~herein.~~effect ~~See~~on ~~“Incorporation~~the ~~by Reference~~value of ~~Certain~~the ~~Information~~Shares and the Shares could lose significant value.”

~~Risks~~The ~~Associated~~trading ~~with~~prices ~~Investing~~of ~~Directly~~many ordigital ~~Indirectly~~assets, including bitcoin, have experienced extreme volatility in ~~Agricultural~~ ~~Commodities~~recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets, including bitcoin, over the course of 2021, and multiple market observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices, including for bitcoin. These episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout bitcoin’s history, including in 2011, 2013-2014, and 2017-2018, before repeating again in 2021-2022. Over the course of 2023 and 2024, bitcoin prices have continued to exhibit extreme volatility. The price of bitcoin reached new all-time highs in January 2025.

~~Investing~~Extreme involatility ~~commodity~~may ~~interests~~persist ~~subjects~~and the ~~Fund~~portion toof the ~~risks~~Shares’ of value that is tied to bitcoin may significantly decline in the ~~agricultural~~future ~~commodities~~without recovery. The digital asset markets may still be experiencing a bubble or may experience a bubble again in the future. For example, in the first half of 2022, each of Celsius Network, Voyager Digital Ltd., and ~~this~~Three ~~could~~Arrows ~~result~~Capital declared bankruptcy, resulting in ~~substantial~~ ~~fluctuations~~a loss of confidence in participants of the ~~price~~digital asset ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, FTX Trading Ltd. (“FTX”), one of the ~~Fund~~largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company’s ~~Shares~~ liquidity issues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities and commodities fraud charges, against certain of FTX’s and its affiliates’ senior executives, including its former CEO. In addition, several other entities in the digital asset industry filed for bankruptcy following FTX’s bankruptcy filing, such as BlockFi Inc. and Genesis Global Capital, LLC (“Genesis”). In response to these events (collectively, the “2022 Events”), the digital asset markets have experienced extreme price volatility and other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital asset markets.

The Fund is subject to the risks and hazards of the agricultural commodities markets because it invests indirectly in commodity interests. The risks and hazards that are inherent in the agricultural commodities markets may cause the price of those commodities and the Fund’s Shares to fluctuate widely and you could incur a partial or total loss of your investment in the Fund.-14-

● The ~~price~~SEC ~~and~~also ~~availability~~brought ofcharges ~~agricultural~~against ~~commodities~~Genesis isGlobal ~~influenced by economic and industry conditions~~Capital, ~~including~~LLC ~~but not limited to supply~~ and ~~demand~~Gemini ~~factors~~Trust ~~such as: crop disease; weed control; water availability; various planting~~Company, ~~growing,~~LLC oron ~~harvesting~~January ~~problems; severe weather conditions such as drought~~12, ~~floods,~~2023 ~~heavy~~for ~~rains,~~their ~~frost,~~alleged orunregistered ~~natural~~offer ~~disasters~~and ~~that~~sale ~~are~~of ~~difficult~~securities to ~~anticipate~~retail ~~and that cannot be controlled~~investors. ~~The~~In ~~U.S.~~October ~~prices~~2023, ofthe ~~certain~~New ~~agricultural~~York ~~commodities~~Attorney ~~such~~General asbrought ~~soybeans~~charges ~~and~~against ~~sugar~~Gemini, ~~are~~Genesis ~~subject~~Global toCapital ~~risks~~and ~~relating~~numerous toaffiliates ~~the growth~~ of ~~such~~Genesis ~~commodities~~Global ~~in foreign countries~~Capital, ~~such as: uncontrolled fires (including arson); challenges in doing business with foreign companies; legal~~ and ~~regulatory~~Digital ~~restrictions;~~Currency ~~transportation~~Group ~~costs;~~alleging ~~interruptions~~violations inof ~~energy~~law ~~supply;~~relating ~~currency~~to ~~exchange~~the ~~rate~~Gemini ~~fluctuations;~~Earn ~~and political and economic instability~~program. In ~~Additionally~~May 2024, ~~demand~~the ~~for~~Bankruptcy ~~agricultural~~Court ~~commodities~~of isthe ~~affected~~Southern byDistrict ~~changes~~of inNew ~~consumer~~York ~~tastes,~~approved ~~national,~~a ~~regional~~settlement ~~and~~of ~~local~~the ~~economic~~charges ~~conditions,~~with ~~and~~the ~~demographic~~Genesis ~~trends~~entities.

●These ~~Agricultural~~events ~~commodity~~resulted ~~production~~in iscalls ~~subject~~for toheightened ~~United~~scrutiny ~~States~~ and ~~foreign~~regulation ~~policies~~of ~~and~~the ~~regulations~~digital ~~that~~asset ~~materially~~industry, ~~affect~~with ~~operations.~~a ~~Governmental~~specific ~~policies~~focus ~~affecting~~on ~~the~~digital ~~agricultural~~asset ~~industry~~trading platforms, ~~such~~and ascustodians. ~~taxes,~~For ~~tariffs~~example, ~~duties~~in June 2023, ~~subsidies~~the SEC brought charges against Binance (the “Binance Complaint”) and Coinbase (the “Coinbase Complaint”), ~~incentives~~two of the largest digital asset trading platforms, ~~acreage~~alleging ~~control~~that they solicited U.S. investors to buy, sell, and ~~import~~trade “crypto asset securities” through their unregistered trading platforms and ~~export~~operated ~~restrictions~~unregistered onsecurities ~~agricultural~~exchanges, ~~commodities~~brokerages and ~~commodity~~clearing ~~products~~agencies. Binance subsequently announced that it would be suspending USD deposits and withdrawals on Binance.US and that it plans to delist its USD trading pairs. In addition, ~~can~~in ~~influence~~November 2023, the ~~planting~~SEC ofbrought ~~certain~~similar ~~crops,~~charges against Kraken (the ~~location~~“Kraken Complaint”), alleging that it operated as an unregistered securities exchange, brokerage and ~~size~~clearing ofagency. ~~crop~~The ~~production~~Binance Complaint, the ~~volume~~Coinbase Complaint and ~~types~~the ofKraken ~~imports~~Complaint ~~and~~led ~~exports~~to further volatility in digital asset prices. In January 2025, the SEC launched the Crypto Task Force dedicated to developing a comprehensive and ~~industry~~clear ~~profitability~~regulatory framework for digital assets led by Commissioner Hester Peirce. ~~Additionally~~Subsequently, ~~commodity~~Commissioner ~~production~~Peirce isannounced ~~affected~~a bylist ~~laws~~of ~~and~~specific ~~regulations~~priorities ~~relating~~to further that initiative, which included pursuing final rules related to a digital asset’s security status, ~~but~~a ~~not~~revised ~~limited~~path to registered offerings and listings for digital asset-based investment vehicles, ~~the~~and ~~sourcing~~clarity regarding digital asset custody, ~~transporting~~lending and staking. In February 2025, ~~storing~~a 60-day stay was granted in the SEC’s lawsuit against Binance in response to a joint request by both the SEC and ~~processing~~Binance, ofwhich ~~agricultural~~acknowledged ~~raw~~that ~~materials~~the asSEC’s ~~well~~newly asformed Crypto Task Force’s focus on developing a federal securities law framework for digital assets may resolve the ~~transporting~~case. In February 2025, ~~storing~~Coinbase and ~~distributing~~the ofSEC ~~related~~entered ~~agricultural~~into ~~products.~~a ~~Agricultural~~joint ~~commodity~~stipulation ~~producers~~to ~~also~~dismiss ~~may~~the ~~need~~SEC’s lawsuit with prejudice, subject to ~~comply~~the court’s approval. Kraken has also announced that it reached an agreement in principle with ~~various~~the ~~environmental~~SEC ~~laws~~to ~~and~~dismiss ~~regulations~~the SEC’s lawsuit, ~~such~~subject asto ~~those~~formal ~~regulating~~approval by the ~~use~~SEC’s ofCommissioners. ~~certain~~Several ~~pesticides,~~other ~~and~~digital ~~local~~asset ~~laws~~market participants have also announced that ~~regulate~~the SEC informed them that the ~~production~~SEC ofwas ~~genetically~~terminating ~~modified~~its ~~crops~~investigation or enforcement action into their firm. InThe ~~addition,~~final ~~international~~outcome ~~trade~~of ~~disputes~~these ~~can~~lawsuits ~~adversely~~(to ~~affect~~the ~~agricultural~~extent ~~commodity~~not ~~trade~~yet ~~flows~~dismissed), bytheir ~~limiting~~effect oron ~~disrupting~~the ~~trade~~broader ~~between~~digital ~~countries~~asset orecosystem ~~regions~~and the reputational impact on industry participants, remain uncertain.

●The ~~Seasonal~~U.S. ~~fluctuations~~regulatory inregime – namely the ~~price~~Federal ofReserve ~~agricultural~~Board, ~~commodities~~U.S. ~~may~~Congress ~~cause~~and ~~risk~~certain toU.S. anagencies ~~investor~~(e.g., ~~because~~the ofSEC, the ~~possibility~~CFTC, ~~that~~Financial ~~Share~~Crimes ~~prices~~Enforcement ~~will~~Network be(“FinCEN”), ~~depressed~~the ~~because~~Office of the ~~relevant~~Comptroller ~~harvest~~of ~~cycles.~~the InCurrency, the ~~futures~~Federal ~~market,~~Deposit ~~fluctuations~~Insurance ~~are~~Corporation ~~typically~~and ~~reflected~~the inFederal ~~contracts~~Bureau ~~expiring~~of inInvestigation) ~~the~~as ~~harvest~~well ~~season~~as ~~(i.e.,~~the inWhite ~~the~~House ~~case~~have ofissued ~~corn~~reports and ~~soybeans~~releases concerning digital assets, ~~contracts~~including ~~expiring~~bitcoin ~~during~~and ~~the~~digital ~~fall~~asset ~~are~~markets. ~~typically~~However, ~~priced~~the ~~lower~~extent ~~than~~and ~~contracts~~content ~~expiring~~of inany ~~the~~forthcoming ~~winter~~laws and ~~spring~~regulations are not yet ascertainable with certainty, ~~while~~and it may not be ascertainable in the ~~case~~near offuture. ~~wheat~~It ~~and~~is ~~sugar,~~possible ~~contracts~~that ~~expiring~~new ~~during~~laws ~~the~~and ~~spring~~increased regulation and ~~early~~regulatory ~~summer~~scrutiny ~~are~~may ~~typically~~require ~~priced~~the ~~lowest).~~Trust ~~Thus,~~to ~~seasonal~~comply ~~fluctuations~~with certain regulatory regimes, which could result in annew ~~investor~~costs ~~incurring~~for ~~losses~~the ~~upon~~Trust. ~~the~~The ~~sale~~Trust ofmay ~~Fund~~have ~~Shares,~~to ~~particularly~~devote ifincreased ~~the~~time ~~investor~~and ~~needs~~attention to ~~sell~~regulatory ~~Shares~~matters, ~~when~~which ancould ~~Underlying~~increase ~~Fund’s~~costs ~~Benchmark~~to ~~Component~~the ~~Futures~~Trust. ~~Contracts~~New ~~are~~laws, inregulations ~~whole~~and regulatory actions could significantly restrict or ~~part~~eliminate the market for, ~~Futures~~or ~~Contracts~~uses ~~expiring~~of, indigital assets including bitcoin, which could have a negative effect on the ~~harvest~~value ~~season~~of ~~for~~bitcoin, which in turn would have a negative effect on the ~~Specified~~value ~~Commodity~~of the Trust’s Shares.

	●	Risks Specific to Corn. Demand for corn in the United States to produce ethanol has also been a significant factor affecting the price of corn. In turn, demand for ethanol has tended to increase when the price of gasoline has increased and has been significantly affected by United States governmental policies designed to encourage the production of ethanol. Additionally, demand for corn is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. Finally, because corn is often used as an ingredient in livestock feed, demand for corn is subject to risks associated with the outbreak of livestock disease.
	●	Risks Specific to Wheat. Demand for food products made from wheat flour is affected by changes in consumer tastes, national, regional and local economic conditions, and demographic trends. More specifically, demand for such food products in the United States is relatively unaffected by changes in wheat prices or disposable income but is closely tied to tastes and preferences. For example, in recent years the increase in the popularity of low-carbohydrate diets caused the consumption of wheat flour to decrease rapidly before rebounding somewhat after 2005. Export demand for wheat fluctuates yearly, based largely on crop yields in the importing countries.

These events are continuing to develop at a rapid pace and it is not possible to predict at this time all of the risks that they may pose to the Sponsor, the Trust, their affiliates and/or the Trust’s third-party service providers, or to the digital asset industry as a whole.

●Continued ~~Risks~~disruption ~~Specific~~and toinstability ~~Soybeans. The increased production of soybean crops~~ in ~~South America and~~ the ~~rising~~digital ~~demand~~asset ~~for~~markets ~~soybeans in emerging nations such~~ as ~~China~~these ~~and~~events ~~India~~develop, ~~have~~including ~~increased~~further ~~competition~~declines in the ~~soybean~~trading ~~market.~~prices ~~Like~~and ~~the~~liquidity ~~conversion~~ of ~~corn into ethanol~~bitcoin, ~~soybeans can be converted into biofuels such as biodiesel. Accordingly, the soybean market has become increasingly affected by demand for biofuels and related legislation. The supply of soybeans~~ could behave ~~reduced by the spread of soybean rust,~~ a ~~wind-borne~~material ~~fungal~~adverse ~~disease.~~effect ~~Although~~on ~~soybean rust can be killed with chemicals, chemical treatment increases production costs for farmers. Finally, because processing soybean oil can create trans-fats,~~ the ~~demand~~value ~~for soybean oil may decrease due to heightened governmental regulation~~ of ~~trans-fats~~the orShares ~~trans-fatty acids. The U.S. Food~~ and ~~Drug Administration currently requires food manufacturers to disclose levels of trans-fats contained in their products, and various local governments have enacted or are considering restrictions on~~ the ~~use~~Shares ofcould ~~trans-fats~~lose inall ~~restaurants. Several food processors have either switched~~ or ~~indicated~~substantially anall ~~intention to switch to oil products with lower levels~~ of ~~trans-fats~~their ~~or trans-fatty acids~~value.

●Digital ~~Risks~~assets ~~Specific~~represent toa ~~Sugar.~~new ~~The~~and ~~spread~~rapidly ofevolving ~~consumerism~~industry, and the ~~rising~~value ~~affluence~~ of ~~emerging~~the ~~nations~~Shares ~~such as China and India have created demand for sugar. An influx of people~~ in ~~developing~~part ~~countries~~depends ~~moving from rural to urban areas may create more disposable income to be spent~~ on ~~sugar products and might also reduce sugar production in rural areas on account of worker shortages, all of which could result in upward pressure on sugar prices. On~~ the ~~other~~acceptance ~~hand, public health concerns regarding obesity, heart disease and diabetes, particularly in developed countries, may reduce demand for sugar. In light~~ of the time it takes to grow sugarcane and sugar beets and the cost of new facilities for processing these crops, it may not be possible to increase supply quickly or in a cost-effective manner in response to an increase in demandbitcoin.

9-15-

AnThe ~~investment~~Bitcoin Network was first launched in 2009 and bitcoin was the ~~Fund~~first iscryptographic ~~subject~~digital assets created to ~~correlation~~gain ~~risk~~global adoption and critical mass. ~~Your return~~Although onthe anBitcoin ~~investment~~Network inis the ~~Fund~~most ~~may~~established ~~differ~~digital ~~from~~asset network, the ~~return~~Bitcoin ~~of the~~Network ~~Underlying~~and ~~Funds’~~other ~~Benchmarks,~~cryptographic ~~changes~~and inalgorithmic protocols governing the ~~Fund’s NAV~~issuance of digital assets represent a new and ~~the~~rapidly ~~spot~~evolving ~~price~~industry that is subject to a variety of ~~corn,~~factors ~~soybean~~that are difficult to evaluate. For example, ~~wheat~~the realization of one or more of the following risks could materially adversely affect the price of bitcoin and ~~sugar.~~ therefore the value of Shares:

~~There is~~● aBitcoin ~~risk~~has ~~that~~only ~~changes~~recently inbecome ~~the~~selectively ~~price~~accepted as a means of ~~Shares~~payment onby ~~the~~retail ~~NYSE~~and ~~Arca~~commercial ~~will not~~outlets, ~~correlate~~and ~~with~~use ~~changes~~of inbitcoin ~~the~~by ~~Fund’s~~consumers ~~NAV;~~to ~~that~~pay ~~changes~~such ~~in the~~retail ~~NAV~~and ~~will~~commercial ~~not~~outlets ~~correlate~~remains ~~with~~limited. ~~changes~~Banks inand ~~the~~other ~~price~~established offinancial ~~the Underlying~~institutions ~~Funds’~~may ~~Benchmarks~~refuse to process funds for bitcoin transactions; ~~and/~~process wire transfers to or ~~changes~~from indigital ~~the~~asset ~~price~~exchanges, ~~of the~~bitcoin-related ~~Underlying~~companies ~~Funds’~~or ~~Benchmark~~service ~~will~~providers; ~~not~~or ~~correlate~~maintain ~~with changes~~accounts for persons or entities transacting in ~~the~~bitcoin. ~~spot~~As ~~price~~a ofresult, the ~~Specified~~prices ~~Commodity.~~of ~~Depending~~bitcoin ~~on certain~~may ~~factors~~be ~~associated~~primarily ~~with~~determined ~~each~~by ofspeculators ~~these~~and ~~correlations~~miners, ~~which are~~thus ~~discussed~~contributing into ~~more~~price ~~detail~~volatility ~~below,~~that ~~you~~makes ~~could~~retailers ~~incur~~less alikely ~~partial~~to ~~or total~~accept ~~loss~~it ofas ~~your~~a ~~investment~~form of payment in the ~~Fund~~future.

~~The~~● ~~Underlying~~Banks ~~Funds’~~may ~~Benchmarks~~not ~~are~~provide ~~not~~banking ~~designed~~services, or may cut off banking services, to ~~correlate~~ ~~exactly~~businesses ~~with~~that ~~the~~provide ~~spot~~digital ~~price~~asset-related ofservices ~~the~~or ~~corresponding Specified~~that ~~Commodity,~~accept ~~and~~digital ~~this~~assets as payment, which could ~~cause~~dampen liquidity in the ~~changes~~market inand damage the ~~price of~~public anperception ~~Underlying~~of ~~Fund’s~~digital ~~shares~~assets togenerally ~~substantially~~or ~~vary~~any ~~from~~one ~~the changes~~digital asset in ~~the~~particular, ~~spot~~such as bitcoin, and its utility as a payment system, which could decrease the price of ~~the~~digital ~~Specified~~assets ~~Commodity~~generally or individually. ~~Therefore~~Further, ~~you~~ ~~may~~the ~~not~~lack beof ~~able~~availability toof ~~effectively~~banking ~~use~~services could prevent the Fund from being able to ~~hedge~~complete ~~against commodity~~the ~~related~~timely ~~losses~~liquidation orof tobitcoin ~~indirectly~~and ~~invest~~withdrawal inof ~~agricultural commodities~~bitcoin from the Bitcoin Custodian even if the Sponsor determined that such liquidation were appropriate or suitable.

~~The Benchmark~~● ~~Component~~Certain ~~Futures~~privacy-preserving ~~Contracts~~features ~~that~~have ~~the~~been ~~Underlying~~or ~~Funds invest~~are inexpected ~~reflect~~to ~~the~~be ~~price~~introduced ofto adigital ~~Specified~~asset ~~Commodity for future delivery~~networks, ~~not~~such ~~the~~as ~~current spot price of~~ the ~~Specified~~Bitcoin ~~Commodity~~Network, ~~so at best the correlation between changes in such Futures Contracts~~ and ~~the~~exchanges ~~spot~~or ~~price~~businesses ofthat ~~the~~facilitate ~~Specific~~transactions Commodity will be only approximate. Weak correlation between an Underlying Fund’s Benchmark and the spot price of the corresponding Specified Commodity may result from the typical seasonal fluctuations in ~~commodity~~ ~~prices~~bitcoin ~~discussed above. Imperfect correlation~~ may ~~also result~~be ~~from~~at ~~speculation~~an inincreased ~~Benchmark~~risk ~~Component Futures Contracts, technical factors in the trading~~ of ~~Benchmark~~having ~~Component~~banking ~~Futures Contracts,~~services ~~and~~cut ~~expected~~off ~~inflation~~if ~~in the economy as a whole. If~~ there is a ~~weak~~concern ~~correlation~~that ~~between~~these anfeatures ~~Underlying~~interfere ~~Fund’s Benchmark~~with ~~and~~ the ~~spot~~performance ~~price~~ of ~~its~~anti‑money ~~corresponding~~laundering ~~Specified Commodity,~~duties ~~then the price of the Shares may not accurately track the spot price of the Specified Commodities~~ and ~~you~~economic ~~may~~sanctions ~~not be able to effectively use the Fund as a way to hedge the risk of losses in your commodity related transactions or as a way to indirectly invest in agricultural commodities~~checks.

~~The~~● ~~Fund’s~~Users, ~~performance~~developers ~~may~~and ~~not~~miners ~~correlate~~may ~~well~~otherwise ~~with~~switch ~~the combined~~to ~~performance~~or ofadopt ~~the~~certain ~~Underlying~~digital ~~Funds,~~assets ~~and~~at the ~~performance~~ expense of ~~the~~their ~~Underlying~~engagement ~~Funds may not correlate well~~ with ~~changes~~other ~~in their~~digital ~~Benchmarks.~~asset ~~If this were to occur~~networks, ~~you~~which may ~~not~~negatively beimpact ~~able~~those ~~to effectively~~networks, ~~use~~including the ~~Fund~~Bitcoin ~~as a way to hedge against commodity related losses or as a way to indirectly invest in agricultural commodities~~Network.

The ~~Sponsor~~ ~~endeavors~~value toof ~~invest~~ the ~~Fund’s~~Shares ~~assets~~is assubject ~~fully~~to ~~as possible~~a innumber ~~the Underlying Funds so that the performance~~ of ~~the Fund~~factors ~~closely~~relating ~~correlates~~to ~~with~~ the ~~combined~~fundamental ~~performance~~investment characteristics of ~~the Underlying~~bitcoin ~~Funds.~~as ~~The~~a ~~Sponsor~~digital ~~also~~asset, ~~endeavors~~including ~~to invest~~ the ~~Underlying~~ ~~Funds’~~fact ~~assets as fully as possible in commodity interests so~~ that ~~the~~digital ~~performance~~assets ofare ~~each~~bearer ~~Underlying~~instruments ~~Funds~~and ~~closely correlates~~loss, ~~with~~theft, ~~the~~or ~~performance~~compromise of ~~its respective Benchmarks. However,~~ the ~~Fund’s~~associated ~~performance~~private ~~may~~keys ~~not~~could ~~correlate~~result ~~with~~in ~~the combined~~permanent ~~performance~~loss of the ~~Underlying~~asset, ~~Funds~~ and the ~~performance~~capabilities ~~of each~~and ~~Underlying~~development ~~Fund~~of ~~may~~blockchain ~~not~~technologies ~~correlate~~such ~~with~~as the ~~changes~~Bitcoin ~~in their Benchmarks for various reasons, including those set forth below:~~Blockchain.

●Digital ~~The~~assets ~~Fund~~such ~~may~~as ~~not~~bitcoin bewere ~~able~~only tointroduced ~~maintain~~within ~~its~~the ~~targeted~~past ~~25%~~15 ~~allocation~~years, toand ~~each~~the ~~Underlying~~value ~~Fund~~of atthe ~~all~~Shares ~~times.~~is ~~Furthermore,~~subject ~~the~~to ~~Fund~~a ~~acquires~~number ~~shares~~ of ~~the~~factors ~~Underlying~~over ~~Funds~~time inrelating to the ~~secondary~~capabilities ~~market~~and atdevelopment ~~their~~of ~~market~~blockchain ~~prices~~technologies, ~~not~~such atas the recentness of their ~~NAV~~development, sotheir ~~any~~dependence ~~changes~~on in the ~~value~~internet ofand ~~the~~other ~~Fund’s~~technologies, ~~holdings~~their independence on the ~~Underlying~~roleplayed ~~Funds~~by ~~may~~users, ~~not~~developers ~~match~~and ~~changes~~miners inand the ~~Underlying~~potential ~~Funds’~~for ~~NAVs~~malicious activity.

	●	The Fund and Underlying Funds incur certain expenses in connection with their operations, and the Underlying Funds hold most of their assets (other than commodity interests) in cash and cash equivalents for margin and other liquidity purposes and to meet redemptions that may be necessary on an ongoing basis. These expenses and income cause imperfect correlation between the Fund’s performance and the combined performance of the Underlying Funds and the performance of the Underlying Funds and their respective Benchmarks. Your cost of investing in the Fund will be higher than the cost of investing directly in the Underlying Funds’ shares.
	●	The Sponsor may not be able to invest an Underlying Fund’s assets in Benchmark Component Futures Contracts having an aggregate notional amount exactly equal to the Underlying Fund’s NAV. As a standardized contract, a single Futures Contract is for a specified amount of a Specified Commodity, and the Underlying Fund’s NAV and the proceeds from the sale of a creation basket of an Underlying Fund is unlikely to be an exact multiple of that amount. In such case, the Underlying Fund could not invest the entire proceeds from the purchase of the creation basket in such Futures Contracts. (For example, assuming the Underlying Fund receives $1,000,000 for the sale of Creation Baskets and that the value (i.e., the notional amount) of a Futures Contract relating to the Underlying Fund’s Specified Commodity is $35,000, the Underlying Fund could only enter into 28 Futures Contracts with an aggregate value of $980,000). While an Underlying Fund may be better able to achieve the exact amount of exposure to the market for its Specified Commodity through the use of over the counter other commodity interests, there is no assurance that the Sponsor will be able to continually adjust the Underlying Fund’s exposure to such other commodity interests to maintain such exact exposure.

Digital asset networks, including the Bitcoin Network and associated Bitcoin Blockchain and the software used to operate them are in the early stages of development. Given the recentness of the development of digital asset networks, digital assets may not function as intended and parties may be unwilling to use digital assets, which would dampen the growth, if any, of digital asset networks. Because bitcoin is a digital asset, the value of the Shares is subject to a number of factors relating to the fundamental investment characteristics of digital assets, including the fact that digital assets are bearer instruments and loss, theft, compromise, or destruction of the associated private keys could result in permanent loss of the asset.

● As Fund assets increase, there may be more or less correlation between an Underlying Fund’s NAV and its Benchmark as the Underlying Fund’s assets increase. On the one hand, as an Underlying Fund grows it should be able to invest in Benchmark Component Futures Contracts with notional amounts that are closer on a percentage basis to the Underlying Fund’s NAV. For example, if the ~~Underlying~~realization ~~Fund’s NAV is equal to 4.9 times the value~~ of aone ~~single~~or ~~Futures~~more ~~Contract, it can purchase only four futures contracts, which would cause only 81.6%~~ of the ~~Underlying~~following ~~Fund’s~~risks ~~assets~~could tomaterially beadversely ~~exposed~~affect to the ~~market for the Specified Commodity. On the other hand, if the Underlying Fund’s NAV is equal to 100.9 times the~~ value of a single Futures Contract, it can purchase 100 such contracts, resulting in 99.1% exposure. However, at certain asset levels, an Underlying Fund may be limited in its ability to purchase Futures Contracts due to position limits imposed by the CFTC or position limits or accountability levels imposed by the relevant exchanges. In such instances, the Underlying Fund would likely invest to a greater extent in commodity interests that are not subject to these position limits or accountability levels. To the extent that an Underlying Fund invests in other commodity interests, the correlation between the Underlying Fund’s NAV and its Benchmark may be lower. In certain circumstances, position limits or accountability levels could limit the number of Creation Baskets that will be sold.Shares:

● ~~The~~Digital ~~Funds'~~assets, ~~FCM~~including ~~has~~bitcoin, ~~not~~are ~~placed~~controllable ~~maximum~~only ~~position~~by ~~constraints~~the onpossessor of both the ~~number~~unique ofpublic ~~futures~~key ~~contracts~~and private key or keys relating to the ~~Funds~~Bitcoin ~~may~~Network ~~purchase.~~address, ~~However~~or “wallet,” at which the ~~recent~~digital ~~volatility~~asset inis ~~the~~held. ~~agricultural~~Private ~~commodities~~keys ~~futures~~must ~~market~~be ~~may~~safeguarded ~~lead~~and ~~the~~kept ~~FCM~~private toin ~~impose~~order ~~risk~~to ~~mitigation~~prevent ~~procedures~~a ~~that~~third ~~could~~party ~~limit~~from accessing the ~~Funds'~~digital ~~investment~~asset held in ~~agricultural~~such ~~commodities~~wallet. ~~futures~~The ~~contracts~~loss, ~~beyond~~theft, ~~the~~compromise ~~accountability~~or ~~and~~destruction ~~position~~of ~~limits~~a ~~imposed~~private bykey ~~futures~~required ~~contract~~to ~~exchanges.~~access Asa ofdigital ~~the~~asset ~~date~~may ofbe ~~this~~irreversible. ~~prospectus,~~If ~~the~~a ~~Underlying~~private ~~Funds~~key ~~are~~is inlost, ~~the~~stolen, ~~process~~destroyed ofor ~~entering~~otherwise ~~into~~compromised anand ~~agreement~~no ~~with~~backup aof ~~new~~the ~~FCM.~~private ~~Entering~~key ~~into~~is ~~such~~accessible, anthe ~~agreement~~owner ~~could~~would be aunable ~~protracted~~to ~~process.~~access If the ~~current~~digital ~~FCM~~asset ~~were~~corresponding to ~~impose~~that ~~position~~private ~~limits~~key ~~before~~and ~~retaining~~the ~~another~~private ~~FCM,~~key orwill ~~that~~not ~~FCM~~be ~~also~~capable ~~imposes~~of ~~limits,~~being restored by the ~~Fund's~~digital ~~and~~asset network resulting in the ~~Underlying~~total ~~Funds'~~loss ~~ability~~of tothe ~~meet~~value ~~their~~of ~~investment~~the ~~objectives~~digital ~~could~~asset belinked ~~negatively~~to ~~impacted~~the private key.

If the Fund’s performance does not correlate with the combined performance of the Underlying Funds or the performance of the Underlying Funds does not correlate with the performance of their respective Benchmarks, then investing in the Fund may not be an effective way to hedge against commodity related losses or indirectly invest in agricultural commodities.-16-

10● Digital asset networks are dependent upon the internet. A disruption of the internet or a digital asset network, such as the Bitcoin Network, would affect the ability to transfer digital assets, including bitcoin, and, consequently, would impact their value.

~~Changes~~● inThe ~~the~~acceptance ~~price~~ of ~~the~~software ~~Fund’s~~patches ~~Shares~~or onupgrades ~~the~~by ~~NYSE~~a ~~Arca may~~significant, but not ~~correlate~~overwhelming, ~~perfectly~~percentage ~~with changes in the NAV~~ of the ~~Fund’s~~ orusers ~~the~~and ~~Underlying~~miners ~~Funds’~~in ~~Shares.~~a Ifdigital ~~this~~asset ~~occurs~~network, ~~you~~ ~~may~~such ~~not~~as bethe ~~able~~Bitcoin toNetwork, ~~effectively~~could ~~use~~result ~~the~~in ~~Fund~~a to“fork” ~~hedge~~in ~~the~~such ~~risk of~~network’s ~~losses~~blockchain, inincluding ~~your~~the ~~agricultural~~Bitcoin ~~related~~Blockchain, ~~transactions~~resulting orin ~~to indirectly~~the ~~invest~~operation inof ~~agricultural~~multiple ~~commodities~~separate networks.

~~While it~~● isGovernance ~~expected that the trading prices~~ of the ~~Shares~~Bitcoin ~~will~~Network ~~fluctuate in~~is ~~accordance with the changes in the Fund’s NAV, the prices of Shares may also be influenced~~ by ~~other~~voluntary ~~factors,~~consensus ~~including the supply of~~ and ~~demand~~open ~~for the Shares, whether for the short term or the longer term~~competition. ~~There~~As isa ~~no guarantee that the Shares will not trade at appreciable discounts from~~result, ~~and/or premiums to, the Fund’s NAV. Even if the market price of an Underlying Fund closely tracks changes in its NAV,~~ there ismay nobe ~~guarantee~~a ~~that~~lack ~~the market price~~ of ~~the~~consensus ~~Fund~~or ~~will~~clarity ~~similarly~~on ~~closely track changes in~~ the ~~NAVs~~governance of the ~~Underlying~~Bitcoin ~~Funds.~~Network, ~~This~~which ~~could~~may ~~cause~~stymie the ~~changes~~Bitcoin ~~in the price of the Shares to substantially vary from the changes in the spot prices of the Specified Commodities, even if an Underlying Fund~~Network’s ~~NAV~~utility ~~were~~and ~~closely~~ability ~~tracking~~to ~~movements~~grow inand ~~the~~face ~~spot price of the Specified Commodity~~challenges. IfIn ~~this occurs~~particular, ~~you~~it may ~~not~~ be ~~able~~difficult to ~~effectively~~ ~~use~~find ~~the~~solutions ~~Fund~~or tomartial ~~hedge~~sufficient ~~the~~effort ~~risk~~to ofovercome ~~losses~~any infuture ~~your commodity-related~~problems ~~transactions~~on orthe toBitcoin ~~indirectly~~Network, ~~invest~~especially ~~in agricultural~~long-term ~~commodities~~problems.

~~The~~● ~~Fund~~Over the past decade, bitcoin mining operations have evolved from individual users mining with computer processors, graphics processing units and first-generation application specific integrated circuit machines to “professionalized” mining operations using proprietary hardware or sophisticated machines. If the profit margins of bitcoin mining operations are not sufficiently high, including due to an ~~Underlying~~increase ~~Fund~~in ~~may~~electricity ~~experience~~costs or a ~~loss~~decline in the market price of bitcoin, or if itbitcoin ~~is required~~mining operations are unable to ~~sell~~arrange ~~cash~~alternative ~~equivalents~~sources atof afinancing ~~price~~(e.g., ~~lower~~if lenders refuse to make loans to such miners), bitcoin miners are more likely to immediately sell more bitcoin than ~~the~~they ~~price at~~otherwise would, resulting in an increase in liquid supply of bitcoin, which ~~they~~would ~~were~~generally ~~acquired~~tend to reduce bitcoin’s market price.

If● ~~the Fund~~Miners ormay anbe ~~Underlying~~unable ~~Fund~~to isacquire ~~required~~the toproper ~~sell~~mining ~~its~~equipment ~~cash~~or ~~equivalents at~~suitable aamounts ~~price~~of ~~lower~~equipment ~~than~~necessary ~~the~~to ~~price~~continue attheir ~~which~~operations ~~they~~or ~~were~~develop ~~acquired,~~and ~~the Fund~~launch ~~will~~their ~~experience~~operations. aIn ~~loss.~~addition, ~~This~~because ~~loss~~successful ~~may~~mining ~~adversely~~of ~~impact~~a ~~the price~~digital ofasset ~~the~~that ~~Shares~~uses ~~and~~“proof ~~may~~of ~~decrease~~work” ~~the~~validation ~~correlation~~requires ~~between~~maintaining ~~the price~~or ofexceeding ~~the~~a ~~Shares~~certain ~~and~~level ~~the~~of ~~Underlying~~computing ~~Funds’~~power ~~Benchmarks~~relative ~~and the~~to ~~spot~~other ~~prices~~validators, ofminers ~~the~~will ~~Specified~~need ~~Commodities.~~to ~~The~~upgrade ~~value~~their ofmining ~~cash equivalents~~hardware ~~held~~periodically byto ~~the~~keep ~~Fund~~up orwith ~~the~~their ~~Underlying~~competition. ~~Funds~~The ~~generally~~development ~~move inversely~~of supercomputers with ~~movements~~disproportionate incomputing ~~interest~~power ~~rates.~~may ~~The~~threaten ~~prices~~the integrity of ~~longer maturity~~the ~~securities~~bitcoin ~~are~~market ~~subject~~by toconcentrating ~~greater~~mining ~~market~~power, ~~fluctuations~~which aswould ~~a result~~make ofit ~~changes~~unprofitable infor ~~interest~~other ~~rates.~~miners ~~While~~to ~~the~~mine. ~~short-term~~The ~~nature~~expense of ~~the~~ ~~Fund’s~~purchasing ~~and~~or ~~Underlying~~upgrading ~~Funds’~~new ~~investments~~equipment inmay ~~cash equivalents~~be ~~should~~substantial ~~minimize~~and ~~the~~diminish ~~interest~~returns ~~rate risk~~ to ~~which~~miners ~~the Fund~~dramatically. isA ~~subject,~~decline itin isminers ~~possible~~may ~~that~~result ~~the~~in ~~cash~~a ~~equivalents~~decrease ~~held~~in by the ~~Fund~~value of bitcoin and the ~~Underlying~~value ~~Funds~~of ~~will~~the ~~decline in value~~Trust.

~~Certain~~● To the extent that any miners cease to record transactions that do not include the payment of a transaction fee in solved blocks or do not record a transaction because the ~~Fund’s~~transaction ~~and~~fee ~~Underlying~~is ~~Funds’~~too ~~investments could~~low, such transactions will not be ~~illiquid,~~recorded ~~which~~on ~~could~~the ~~cause~~Bitcoin ~~large~~Blockchain ~~losses~~until toa ~~investors~~block ~~at any~~is ~~time~~mined by a miner who does not require the payment of transaction fees or ~~from~~is ~~time~~willing to ~~time~~accept a lower fee. Any widespread delays in the recording of transactions could result in a loss of confidence in a digital asset network.

~~The Fund~~● ~~and~~Digital ~~Underlying~~asset ~~Funds~~mining ~~may~~operations ~~not~~can ~~always~~consume besignificant ~~able~~amounts toof ~~liquidate~~electricity, ~~their positions~~which inmay ~~the~~have ~~investments~~a atnegative ~~the~~environmental ~~desired~~impact ~~price~~and ~~for~~give ~~reasons including,~~rise ~~among~~to ~~others,~~public ~~insufficient~~opinion ~~trading~~against ~~volume~~allowing, ~~limits imposed by exchanges~~ or ~~other~~government ~~regulatory~~regulations ~~organizations~~restricting, orthe ~~lack~~use of ~~liquidity.~~ Aselectricity tofor ~~the~~mining ~~Fund’s~~operations. ~~investments~~Additionally, inminers ~~the~~may ~~Underlying Funds,~~be ~~the~~forced ~~Underlying~~to ~~Funds~~cease ~~are~~operations ~~relatively~~during ~~new~~an ~~and~~electricity ~~may~~shortage ~~have~~or ~~trading volumes~~power ~~that~~outage, ~~are~~or ~~insufficient~~if ~~for~~electricity ~~the~~prices ~~needs~~increase ofwhere the ~~Fund.~~mining Asactivities ~~to Futures~~are ~~Contracts,~~performed. itThe ~~may~~availability beand ~~difficult~~cost toof ~~execute~~electricity awill ~~trade~~restrict atthe ~~a specific~~geographic ~~price~~locations ~~when~~of ~~there~~mining isactivities. aHigh ~~relatively~~costs ~~small volume~~ of ~~buy~~electricity ~~and sell~~may ~~orders~~incentivize inminers ato ~~market.~~redirect ~~Limits~~their ~~imposed~~resources byto ~~futures exchanges or~~ other ~~regulatory~~validation ~~organizations~~protocols, such ~~as position limits, accountability levels and price fluctuation limits, may contribute to~~ a ~~lack~~ proof-of ~~liquidity with respect to some exchange~~-~~traded commodity~~stake ~~interests. In addition~~blockchains, ~~over~~or ~~the~~abandon ~~counter~~their ~~commodity interests~~validation ~~may~~activities beentirely. ~~illiquid~~A ~~because~~significant ~~they~~decrease ~~are~~in ~~contracts~~the ~~between~~computational ~~two parties~~resources ~~and~~dedicated ~~generally may not be transferred by one party~~ to ~~a third party without~~ the ~~counterparty~~Bitcoin Network’s ~~consent.~~validation ~~Conversely,~~protocol ~~a counterparty~~could ~~may~~reduce ~~give~~the ~~its~~security ~~consent,~~of ~~but~~the annetwork ~~Underlying~~which ~~Fund still~~ may ~~not~~ beerode ~~able~~bitcoin’s toviability ~~transfer~~as ~~an over the counter commodity interest to~~ a ~~third~~ ~~party~~store ~~due~~of tovalue ~~concerns~~or ~~regarding~~means ~~the~~of ~~counterparty’s credit risk~~exchange.

A market disruption, such as a foreign government taking political actions that disrupt the market in its currency, its commodity production or exports, or in another major export, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, the Fund and the Underlying Funds do not intend at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only on the short-term Treasury Securities, cash and cash equivalents that they hold to meet their liquidity needs. The anticipated value of the positions in commodity interests that the Sponsor will acquire or enter into for the Underlying Funds increases the risk of illiquidity. Because commodity interests may be illiquid, the Underlying Funds’ holdings may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.17-

If● ~~the~~Many ~~nature~~digital ofasset networks, including the ~~participants~~Bitcoin inNetwork, ~~the~~face ~~futures~~significant ~~market~~scaling ~~shifts~~challenges ~~such that~~and ~~commodity~~may ~~purchasers~~periodically ~~are~~be upgraded with various features designed to increase the ~~predominant~~speed ~~hedgers~~and inthroughput of digital asset transactions. These attempts to increase the ~~market~~ volume of transactions may not be effective, ~~the~~and ~~Underlying~~such ~~Funds~~upgrades ~~might~~may ~~have~~fail, resulting in potentially irreparable damage to ~~reinvest~~the atBitcoin ~~higher futures~~Network ~~prices~~and orto ~~choose~~the ~~other~~value ~~commodity~~of ~~interests~~bitcoin.

● The ~~changing~~ ~~nature~~open-source structure of ~~the~~many ~~participants~~digital inasset ~~the~~network ~~market~~protocols, ~~for~~such ~~an agricultural~~as ~~commodity~~the ~~will~~protocol ~~influence~~for ~~whether~~the ~~futures~~Bitcoin ~~prices~~Network, ~~are above~~means orthat ~~below~~developers ~~the~~and ~~expected~~other ~~future~~contributors ~~spot~~are ~~price.~~generally ~~Commodity~~not ~~producers will~~directly ~~typically~~compensated ~~seek~~for totheir ~~hedge~~contributions ~~against~~in ~~falling~~maintaining ~~prices~~and bydeveloping ~~selling Futures~~such ~~Contracts~~protocols. ~~Therefore,~~As ifa ~~producers~~result, ~~become~~ the ~~predominant hedgers~~developers inand ~~the~~other ~~futures~~contributors ~~market~~of ~~for~~ a particular ~~commodity,~~digital ~~prices~~asset ~~of Futures~~may ~~Contracts~~lack ~~for~~a ~~that~~financial ~~commodity~~incentive ~~will~~to ~~typically~~maintain beor ~~below expected~~develop ~~future~~the ~~spot prices. Conversely~~network, ifor ~~the~~may ~~predominant~~lack ~~hedgers in~~ the ~~futures~~resources ~~market are the purchasers of the commodity who purchase Futures Contracts~~ to ~~hedge~~adequately ~~against~~address aemerging ~~rise~~issues. ~~in prices~~Alternatively, ~~prices~~ ofsome ~~Futures~~developers ~~Contracts~~may ~~for that commodity will likely~~ be ~~higher~~ ~~than~~funded ~~expected~~by ~~future~~companies ~~spot~~whose ~~prices.~~interests ~~This~~are ~~can~~at ~~have~~odds ~~significant implications~~with ~~for~~other ~~the~~participants ~~Underlying~~in ~~Funds when it is time to sell~~ a ~~Futures~~ ~~Contract~~particular ~~that~~digital isasset ~~no longer a Benchmark Component Futures Contract and purchase a new Futures Contract or to sell a Futures Contract to meet redemption requests~~network. AsA afailure ~~result, an Underlying Fund may not be able~~ to ~~track~~properly ~~its~~monitor ~~Benchmark,~~ and ~~this~~upgrade ~~could~~the ~~have~~protocol ~~a corresponding~~of ~~effect~~the onBitcoin ~~the~~Network ~~tracking~~could ofdamage ~~the~~that ~~Fund~~network.

~~Storage~~● ~~costs~~Previously, flaws in the source code for digital assets have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. The cryptography underlying bitcoin could ~~impact~~prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. In any of these circumstances, a malicious actor may be able to compromise the security of the Bitcoin Network or take the Fund’s bitcoin, which would adversely affect the value of the ~~Benchmark~~Shares. ~~Component Futures~~Moreover, ~~Contracts~~functionality of the Bitcoin Network may be negatively affected such that it is no longer attractive to users, thereby dampening demand for bitcoin. Even if another digital asset other than bitcoin were affected by similar circumstances, any reduction in confidence in the source code or cryptography underlying digital assets generally could negatively affect the demand for digital assets and therefore adversely affect the value of the Shares.

~~Storage costs~~Moreover, ~~associated~~because ~~with~~digital ~~purchasing~~assets, ~~agricultural~~including ~~commodities~~bitcoin, ~~could result~~have been in ~~costs~~existence ~~and~~for ~~other~~a ~~liabilities~~short ~~that~~period ~~could impact the value~~ of ~~Futures Contracts or certain other commodity interests. Storage costs include the~~ time ~~value~~and ~~of money invested in a physical commodity plus the actual costs of storing the commodity less any benefits from ownership of the commodity that~~ are ~~not~~continuing ~~obtained~~to ~~by the holder of a futures contract. In general~~develop, ~~Futures~~there ~~Contracts have~~may abe ~~one-month~~additional ~~delay~~risks ~~for~~in ~~contract delivery and~~ the ~~pricing of back month contracts (the back month is any~~ future ~~delivery month other than the spot month) include storage costs. To the extent~~ that ~~these~~are ~~storage~~impossible ~~costs~~to ~~change~~predict ~~while~~as anof ~~Underlying Fund holds commodity interests,~~ the ~~value~~date of ~~the~~this ~~Benchmark Component Futures Contracts, and therefore the Underlying Fund’s NAV, may change as well~~prospectus.

11The open-source structure of the Bitcoin Network protocol means that the core developers and other contributors are generally not directly compensated for their contributions in maintaining and developing the Bitcoin Network protocol. A failure to properly monitor and upgrade the Bitcoin Network protocol could damage the Bitcoin Network and adversely impact the Fund.

The ~~price~~Bitcoin ~~relationship~~Network ~~between~~operates based on an open-source protocol maintained by the ~~Underlying~~core ~~Funds’ Benchmark~~developers ~~Component~~and ~~Futures~~other ~~Contracts~~contributors, atlargely ~~any~~on ~~point~~the inGitHub ~~time~~resource section dedicated to bitcoin development. As bitcoin is rewarded solely for mining activity and ~~the Futures~~are ~~Contracts~~not ~~that~~sold ~~will~~to ~~become~~raise capital for the ~~Underlying~~Bitcoin ~~Funds’ Benchmark~~Network, ~~Component~~and ~~Futures~~the ~~Contracts~~Bitcoin onNetwork protocol itself is made available for free rather than sold or made available subject to licensing or subscription fees and its use does not generate revenues for its development team, the ~~next~~core ~~roll~~developers ~~date~~are ~~will vary~~generally not compensated for maintaining and ~~may~~updating ~~impact~~the source code for the ~~Fund’s~~Bitcoin ~~total~~Network ~~return~~protocol. Consequently, there is a lack of financial incentive for developers to maintain or develop the Bitcoin Network and the ~~degree~~core developers may lack the resources to ~~which~~ adequately address emerging issues with the ~~Fund’s~~Bitcoin ~~total~~Network ~~return~~protocol. ~~tracks~~Although the Bitcoin Network is currently supported by the core developers, there can be no guarantee that such support will continue or be sufficient in the future. In addition, a bad actor could also attempt to interfere with the operation of ~~commodity~~the ~~price indices~~Bitcoin Network by attempting to exercise a malign influence over a core developer. To the extent that material issues arise with the Bitcoin Network protocol and the core developers and open-source contributors are unable to address the issues adequately or in a timely manner, investments in bitcoin, such as the Fund’s, may be adversely affected.

The design of each Underlying Fund’s Benchmark is such that the Benchmark Component Futures Contracts will change several times a year, and the Underlying Fund’s investments must be rolled periodically to reflect the changing composition of its Benchmark. For example, when a second to expire Futures Contract becomes a first to expire contract, such contract will no longer be a Benchmark Component Futures Contract and the Underlying Fund’s position in it will no longer be consistent with tracking its Benchmark. In the event of a futures market where near to expire contracts trade at a higher price than longer to expire contracts, a situation referred to as “backwardation,” then absent the impact of the overall movement in prices the value of the Benchmark Component Futures Contracts would tend to rise as they approach expiration. As a result, an Underlying Fund (and, therefore, the Fund) may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, in the event of a futures market where near to expire contracts trade at a lower price than longer to expire contracts, a situation referred to as “contango,” then absent the impact of the overall movement in prices the value of the Underlying Funds’ Benchmark Component Futures Contracts would tend to decline as they approach expiration. As a result, the Underlying Fund’s (and the Fund’s) total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones. The impact of backwardation and contango may lead the total return of an Underlying Fund to vary significantly from the total return of other price references, such as the spot price of its Specified Commodity. In the event of a prolonged period of contango, and absent the impact of rising or falling prices, this could have a significant negative impact on the Underlying Fund’s (and the Fund’s) NAV and total return, and you could incur a partial or total loss of your investment in the Fund.-18-

~~Regulation~~Digital ofasset ~~commodity~~networks, ~~interests~~such ~~and~~as ~~commodity~~the ~~markets~~Bitcoin ~~is extensive~~Network, are developed by a diverse set of contributors and ~~constantly~~the ~~changing;~~perception ~~future~~that ~~regulatory~~certain ~~developments are~~high-profile ~~impossible~~contributors will no longer contribute to ~~predict~~the ~~but~~network ~~may~~could ~~significantly~~have ~~and~~an ~~adversely affect~~adverse effect on the ~~Fund~~market ~~and~~price of the ~~Underlying~~related ~~Funds~~digital asset.

~~The regulation~~Digital ofasset ~~futures~~networks ~~markets,~~are ~~futures~~often ~~contracts~~developed by a diverse set of contributors, and ~~futures exchanges~~the ~~has~~perception ~~historically~~that ~~been~~high-profile ~~comprehensive.~~contributors ~~The~~may ~~CFTC~~no ~~and~~longer contribute to the ~~exchanges~~ ~~are~~network ~~authorized~~may tohave ~~take~~an ~~extraordinary~~adverse ~~actions~~effect inon the ~~event~~ market price of aany ~~market~~related ~~emergency~~digital ~~including,~~assets. ~~for~~For example, in June 2017, an unfounded rumor circulated that Ethereum protocol developer Vitalik Buterin had died. Following the ~~retroactive implementation~~rumor, the price of ~~speculative~~ETH ~~position~~decreased ~~limits~~approximately 20% before recovering after Buterin himself dispelled the rumor. In the event a high-profile contributor to the Bitcoin Network is perceived as no longer able to contribute to the Bitcoin Network due to death, ~~increased~~retirement, ~~margin requirements~~withdrawal, ~~the~~incapacity, ~~establishment~~or ofotherwise, ~~daily~~whether ~~price~~or ~~limits~~not ~~and~~such perception is valid, it could negatively affect the ~~suspension~~ price of ~~trading~~bitcoin, onwhich ancould ~~exchange~~adversely orimpact ~~trading facility~~the value of the Shares.

~~The regulation~~Digital ofasset ~~commodity~~networks ~~interest~~face ~~transactions~~significant inscaling ~~the~~challenges ~~United States is a rapidly changing area of law~~ and isefforts ~~subject~~ to ~~ongoing modification~~increase ~~by governmental and judicial action. Congress enacted~~ the ~~Dodd-Frank~~volume ~~Wall Street Reform~~ and ~~Consumer~~speed ~~Protection Act (the “Dodd-Frank Act”) in 2010. As the Dodd-Frank Act continues to be implemented by the CFTC and the SEC, there is a possibility~~ of ~~future~~transactions ~~regulatory~~may ~~changes~~not within the United States altering, perhaps to a material extent, the nature of an investment in the Fund, or the ability for the Fund to continue to implement its investment strategy. In addition, various national governments outside of the United States have expressed concern regarding the disruptive effects of speculative trading in the commodities markets and the need to regulate the derivatives markets in general. The effect of any future regulatory change on the Fund is impossible to predict but could be ~~substantial and adverse~~successful.

Many digital asset networks, including the Bitcoin Network, face significant scaling challenges due to the fact that public blockchains generally face a tradeoff between security and scalability. One means through which public blockchains achieve security is decentralization, meaning that no intermediary is responsible for securing and maintaining these systems. For example, a greater degree of decentralization generally means a given digital asset network is less susceptible to manipulation or capture. A digital asset network may be limited in the number of transactions it can process by the capabilities of each single fully participating node.

As corresponding increases in throughput lag behind growth in the use of digital asset networks, average fees and settlement times may increase considerably. For example, the Bitcoin Network has been, at times, at capacity, which has led to increased transaction fees. Increased fees and decreased settlement speeds could preclude certain uses for bitcoin (e.g., micropayments), and could reduce demand for, and the price of, bitcoin, which could adversely impact the value of the Shares. Since January 1, 2019, bitcoin transaction fees have increased from $0.18 per bitcoin transaction, on average, to a high of $60.95 per transaction, on average, on April 20, 2021. In May 2023, events related to the adoption of ordinals, which are a means of inscribing digital content on the Bitcoin Blockchain, caused transaction fees to temporarily spike above $30 per transaction. As of ________, ____, bitcoin transaction fees were $___ per transaction, on average, over a one-year trailing basis.

Average fees and settlement times may also increase when the number of bitcoin awarded for solving a new block is automatically halved every 210,000 blocks. The current fixed reward for solving a new block is 3.125 bitcoin per block; the reward decreased from twenty-five (25) bitcoin in July 2016, 12.5 in May 2020 and 6.25 in in April 2024. The next estimated halving is expected to occur in 2028.

There is no guarantee that any of the mechanisms in place or being explored for increasing the scale of settlement of the Bitcoin Network transactions will be effective, or how long these mechanisms will take to become effective, which could cause the Bitcoin Network to not adequately resolve scaling challenges and adversely impact the adoption of bitcoin as a medium of exchange. Such impact may adversely impact the value of bitcoin and the value of Shares.

The scheduled creation of newly mined bitcoin and their subsequent sale may cause the price of bitcoin to decline, which could negatively affect the value of the Fund’s Shares.

Newly created bitcoin (“newly mined bitcoin”) are generated through a process referred to as “mining” which involves the collection of a reward of new bitcoin. As of the date of this prospectus, the Bitcoin Network creates 3.125 bitcoin with each block added to the Blockchain; these newly mined bitcoin are awarded to the bitcoin miner that has added the block to the Blockchain, which occurs on average approximately every 10 minutes. When the recipient makes newly mined bitcoin available for sale, there can be downward pressure on the price of bitcoin as the new supply is introduced into the market. Lower bitcoin prices may result in further tightening of profit margins for miners and decreasing profitability, thereby potentially causing further selling pressure. Diminishing profit margins and increasing sales of newly mined bitcoin could result in a reduction in the price of bitcoin, which could adversely impact an investment in the Shares.

-19-

In addition, bitcoin mining is highly sensitive to energy prices and digital assets market prices. Bitcoin miners use specialized computers that consume significant amounts of energy. As energy prices fluctuate, the marginal cost of bitcoin mining increases and decreases. Conversely, the price of bitcoin and amount of computational power being expended by other bitcoin miners will impact the profitability and likelihood of solving a block and receiving newly mined bitcoin. If the marginal cost of bitcoin mining exceeds the expected profit, miners may cease to expend energy to mine bitcoin. If a material number of miners turn off their mining hardware, the speed of transaction processing on the Bitcoin Network may experience a temporary slowdown and the overall security of the Bitcoin Network may be reduced. Bitcoin mining consumes large amounts of electricity, and many bitcoin miners rely on fossil fuels to power their operations. Public perception of the impact of bitcoin mining on climate change and/or country-specific or global climate change regulations that cap or ban energy usage may reduce demand for bitcoin and increase the likelihood of regulation that limits bitcoin mining or restricts energy usage by bitcoin miners. Such events could have an impact on the price of bitcoin and the performance of the Fund.

The prevailing level of transaction fees may adversely affect the usage of the Bitcoin Network.

In addition to the reward of new bitcoin, Bitcoin miners collect fees for each transaction they confirm. Miners validate unconfirmed transactions by adding the previously unconfirmed transactions to new blocks in the Blockchain. Miners are not forced to confirm any specific transaction, but they are economically incentivized to confirm valid transactions as a means of collecting fees. Miners have historically accepted relatively low transaction confirmation fees, because miners have a very low marginal cost of validating unconfirmed transactions. In addition, most iterations of mining software will prioritize transactions recorded based on (i) thresholds selected by the user, (ii) the transaction fee paid with the transaction, (iii) the value attached to the transaction and (iv) the time the transaction was received by the mining software.

If miners collude in an anticompetitive manner to not record transactions that pay low transaction fees, then bitcoin users would be required to either wait for their transaction to be included in a block by a miner not requiring such transaction fees or require users pay higher fees to ensure their transactions are recorded promptly, thus reducing the attractiveness of the Bitcoin Network. Bitcoin mining occurs globally, and it may be difficult for authorities to apply antitrust regulations across multiple jurisdictions. Any collusion among miners may adversely impact the value of bitcoin and the value of Shares, as well as the ability of the Fund to operate.

If the number of outstanding transactions yet to be recorded in the Blockchain (commonly referred to as “transactions in the mempool”) are significantly above the capacity which can be recorded in any single block, miners are likely to prioritize recording transactions that pay significant transaction fees. This would result in transactions with low or no fees remaining in the mempool for extended periods. Such a scenario would further incentivize higher fees paid to ensure their transactions are recorded promptly, thus reducing the attractiveness of the Bitcoin Network. An extended period of large numbers of transactions in the mempool could result from high levels of use of the Bitcoin Network or from a malicious spam attack intending to increase the transactions in the mempool. Any extended period with large numbers of transactions in the mempool may adversely impact the value of the Shares or the ability of the Fund to operate.

Additionally, the reward for successful mining transactions (also known as the “block reward”) will decrease over time. In April 2024, the block reward was reduced from 6.25 to 3.125 bitcoin, and is estimated to halve again during 2028. As the block reward continues to decrease over time, the mining incentive structure may transition to a higher reliance on transaction confirmation fees in order to incentivize miners to continue to dedicate processing power to the blockchain. If transaction confirmation fees become too high, the marketplace may be reluctant to use bitcoin. Conversely, if the combination of the block reward and transaction fees are too low, miners may not be incentivized to expend processing power to solve blocks and confirmations of transactions on the Blockchain could be temporarily slowed. A reduction in the processing power expended by miners on the Bitcoin Network could increase the likelihood of a malicious actor or botnet obtaining control. Any reduction in infrastructure security may reduce confidence in the Bitcoin Network or expose the Bitcoin Network to a malicious actor or botnet obtaining a majority of processing power on the Bitcoin Network, reducing the confidence in and security of the Blockchain. Decreased demand for bitcoin or reduced security on the Bitcoin Network may adversely impact the Shares.

Congestion or delay in the Bitcoin Network may delay purchases, sales or transfers of bitcoin by the Trust.

The size of each block on the Bitcoin Blockchain is currently limited and the transaction rate is significantly below the level that centralized systems can provide. Increased transaction volume could result in delays in the recording of transactions due to congestion in the Bitcoin Network. Moreover, unforeseen system failures, disruptions in operations, or poor connectivity may also result in delays in the recording of transactions on the Bitcoin Network. Any delay in the Bitcoin Network could affect the Authorized Participant’s, or the Authorized Participant Designee’s, ability to buy or sell bitcoin at an advantageous price resulting in decreased confidence in the Bitcoin Network. Over the longer term, delays in confirming transactions could reduce the attractiveness to merchants and other commercial parties as a means of payment. As a result, the Bitcoin Network and the value of the Trust would be adversely affected.

-20-

A temporary or permanent “fork” could adversely affect an investment in the Fund. Additionally, the Fund may not receive the benefit of any forks or “airdrops”.

The Bitcoin Network operates using open-source protocols, meaning that any user can download the software, modify it and then propose that the users and miners of bitcoin adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the network remains uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “hard fork” of the Bitcoin Network, with one group running the pre‑modified software and the other running the modified software. The effect of such a fork would be the existence of two versions of bitcoin running in parallel on separate networks using separate blockchain ledgers, yet lacking interchangeability. For example, in August 2017, Bitcoin “forked” into Bitcoin and a new digital asset, Bitcoin Cash, as a result of a several-year dispute over how to increase the rate of transactions that the Bitcoin Network can process.

Forks may also occur as a network community’s response to a significant security breach. For example, in July 2016, Ethereum “forked” into Ethereum and a new digital asset, Ethereum Classic, as a result of the Ethereum network community’s response to a significant security breach in which an anonymous hacker exploited a smart contract running on the Ethereum network to syphon approximately $60 million of ETH held by The DAO, a distributed autonomous organization, into a segregated account. In response to the hack, most participants in the Ethereum community elected to adopt a “fork” that effectively reversed the hack. However, a minority of users continued to develop the original blockchain, now referred to as “Ethereum Classic” with the digital asset on that blockchain now referred to as Ethereum Classic, or ETC. ETC now trades on several digital asset exchanges. A fork may also occur as a result of an unintentional or unanticipated software flaw in the various versions of otherwise compatible software that users run. Such a fork could lead to users and miners abandoning the digital asset with the flawed software. It is possible, however, that a substantial number of users and miners could adopt an incompatible version of the digital asset while resisting community-led efforts to merge the two chains. This could result in a permanent fork, as in the case of Ethereum and Ethereum Classic.

In addition, many developers have previously initiated hard forks in the Blockchain to launch new digital assets, such as Bitcoin Gold and Bitcoin Diamond. To the extent such digital assets compete with bitcoin, such competition could impact demand for bitcoin and could adversely impact the value of Shares.

Furthermore, a hard fork can lead to new security concerns. For example, when the Ethereum and Ethereum Classic networks, two other digital asset networks, split in July 2016, replay attacks, in which transactions from one network were rebroadcast to nefarious effect on the other network, plagued Ethereum exchanges through at least October 2016. An Ethereum exchange announced in July 2016 that it had lost 40,000 Ethereum Classic, worth about $100,000 at that time, as a result of replay attacks. Similar replay attack concerns occurred in connection with the Bitcoin Cash and Bitcoin SV networks split in November 2018. Another possible result of a hard fork is an inherent decrease in the level of security due to significant amounts of mining power remaining on one network or migrating instead to the new forked network. After a hard fork, it may become easier for an individual miner or mining pool’s hashing power to exceed 50% of the processing power of a digital asset network that retained or attracted less mining power, thereby making digital assets that rely on proof-of-work more susceptible to attack.

A hard fork may adversely affect the price of bitcoin at the time of announcement or adoption. For example, the announcement of a hard fork could lead to increased demand for the pre‑fork digital asset, in anticipation that ownership of the pre‑fork digital asset would entitle holders to a new digital asset following the fork. The increased demand for the pre‑fork digital asset may cause the price of the digital asset to rise. After the hard fork, it is possible the aggregate price of the two versions of the digital asset running in parallel would be less than the price of the digital asset immediately prior to the fork. Furthermore, while the Sponsor will, as permitted by the terms of the Trust Agreement, determine which network is generally accepted as the Bitcoin Network and should therefore be considered the appropriate network for the Fund’s purposes, there is no guarantee that the Sponsor will choose the network and the associated digital asset that is ultimately the most valuable fork. Either of these events could therefore adversely impact the value of Shares.

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A future fork in the Bitcoin Network could adversely affect the portion of the Shares’ value that is tied to bitcoin or the ability of the Fund to operate.

As another example of the effects of hard forks on digital assets, on September 15, 2022, the Ethereum Network completed an update referred to as the “Merge”, moving from a proof-of-work model to a proof-of-stake model. Ethereum proof-of-work miners who disagreed with the new consensus mechanism forked the network which resulted in the Ethereum proof-of-work network. Ethereum proof-of-work network was driven by a small but vocal group of miners who wished to hold onto revenue as Ethereum switched to proof-of-stake. The vast majority of token holder votes preferred the new proof-of- stake consensus method. There was no material impact on the Ethereum network as a result of the fork. All ether holders were airdropped Ethereum proof-of-work network tokens as a result of the hard fork. However, not all liquidity providers were able to trade the new token and the Ethereum proof-of-work network token almost immediately lost most of its value.

In addition to forks, a digital asset may become subject to a similar occurrence known as an “airdrop.” In an airdrop, the promoters of a new digital asset announce to holders of another digital asset that such holders will be entitled to claim a certain amount of the new digital asset for free, based on the fact that they hold such other digital asset. For example, in March 2017 the promoters of Stellar Lumens announced that anyone that owned bitcoin as of June 26, 2017 could claim, until August 27, 2017, a certain amount of Stellar Lumens. Airdrops could create operational security, legal or regulatory, or other risks for the Fund, the Sponsor, the Bitcoin Custodian, Authorized Purchasers or other entities.

An “Incidental Right” is the right to receive any benefit of a fork, airdrop or similar event, and any such virtual currency (other than bitcoin) acquired through an Incidental Right is an “IR Virtual Currency.” With respect to a fork, airdrop or similar event, the Sponsor will cause the Fund to irrevocably abandon the Incidental Rights and any IR Virtual Currency associated with such event. As such, Shareholders will not receive the benefits of any Incidental Rights and any IR Virtual Currency. In the event the Fund seeks to change its policy with respect to the Incidental Rights or IR Virtual Currency, an application would need to be filed with the SEC by the Exchange seeking approval to amend its listing rules to permit the Fund to sell Incidental Rights or IR Virtual Currency and distribute the cash proceeds (net of expenses and applicable withholding taxes) to DTC or distribute the Incidental Rights or IR Virtual Currency in-kind to DTC. However, there can be no assurance as to whether or when the Sponsor would make such a decision, or when the Exchange would seek or obtain this approval, if at all. Even if such regulatory approval is sought and obtained, Shareholders may not receive the benefits of a fork, the Trust may not choose, or be able, to participate in an airdrop, and the timing of receiving any benefits from a fork, airdrop or similar event is uncertain.

Any inability to recognize the economic ability of a hard fork or airdrop could adversely affect the value of the Shares. Investors who prefer to have a greater degree of control over events such as forks, airdrops, and similar events, and any assets made available in connection with each, should consider investing in bitcoin directly rather than purchasing Shares.

A hard fork could change the source code to the Bitcoin Network, including the 21 million bitcoin supply cap.

In principle a hard fork could change the source code for the Bitcoin Network, including the source code which limits the supply of bitcoin to 21 million. Although many observers believe this is unlikely at present, there is no guarantee that the current 21 million supply cap for outstanding bitcoin, which is estimated to be reached by approximately the year 2140, will not be changed. If a hard fork changing the 21 million supply cap is widely adopted, the limit on the supply of bitcoin could be lifted, which could have an adverse impact on the value of bitcoin and the portion of the Shares’ value that is tied to bitcoin.

-22-

In the event of a hard fork of the Bitcoin Network, the Sponsor will, if permitted by the terms of the Trust Agreement, use its discretion to determine which network should be considered the appropriate network for the Fund’s purposes, and in doing so may adversely affect the value of Shares.

In the event of a hard fork of the Bitcoin Network, the Sponsor will, as permitted by the terms of the Trust Agreement, use its sole discretion to determine, in good faith, which peer-to-peer network, among a group of incompatible forks of the Bitcoin Network, is generally accepted as the Bitcoin Network and should therefore be considered the appropriate network for the Fund’s purposes. The Sponsor will base its determination on whatever factors it deems relevant, including but not limited to, the Sponsor’s beliefs regarding expectations of the core developers of bitcoin, users, services, businesses, miners and other constituencies, as well as the actual continued acceptance of, mining power on, and community engagement with, the Bitcoin Network, or whatever other factors it deems relevant. There is no guarantee that the Sponsor will choose the digital asset that is ultimately the most valuable fork, and the Sponsor’s decision may adversely affect the portion of the Shares’ value that is tied to bitcoin as a result. The Sponsor may also disagree with Shareholders, the Bitcoin Custodian, other service providers, Kaiko, cryptocurrency exchanges, or other market participants on what is generally accepted as bitcoin and should therefore be considered “bitcoin” for the Fund’s purposes, which may also adversely affect the value of Shares.

If a malicious actor or botnet obtains control of more than 50% of the processing power on the Bitcoin Network, or otherwise obtains control over the Bitcoin Network through its influence over core developers or otherwise, such actor or botnet could manipulate how data is recorded the Blockchain to adversely affect the value of Shares and/or the ability of the Fund to operate.

If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) obtains control of more than 50% of the processing power dedicated to mining on the Bitcoin Network, it may be able to alter the Blockchain on which transactions in bitcoin rely by constructing fraudulent blocks or preventing certain transactions from completing in a timely manner, or at all. The malicious actor or botnet could also control, exclude or modify the ordering of transactions. Although the malicious actor or botnet would not be able to generate new bitcoin or transactions using such control, it could “double-spend” its own tokens (i.e., spend the same tokens in more than one transaction) and prevent the confirmation of other users’ transactions for so long as it maintained control. To the extent that such a malicious actor or botnet did not yield its control of the processing power on the Bitcoin Network or the bitcoin community did not reject the fraudulent blocks as malicious, reversing any changes made to the Blockchain may not be possible. Further, a malicious actor or botnet could create a flood of transactions in order to slow down the Bitcoin Network or cause an increase in the transaction fees paid by users to confirm transactions.

Although there are no known reports of malicious parties taking control of the Bitcoin Network, it is believed that certain mining pools may have exceeded the 50% threshold on the Bitcoin Network on a temporary basis. The possible crossing of the 50% threshold indicates a greater risk that a single mining pool could exert authority over the validation of bitcoin transactions, and this risk is heightened if over 50% of the processing power on the network falls within the jurisdiction of a single governmental authority. For example, it is believed that more than 50% of the processing power on the Bitcoin Network may be located in China. Because the Chinese government has subjected digital assets to heightened levels of scrutiny recently, reportedly forcing several digital asset exchanges to shut down, there is a risk that the Chinese government could also achieve control over more than 50% of the processing power on the Bitcoin Network. If network participants, including the core developers and the administrators of mining pools, do not act to ensure greater decentralization of bitcoin mining processing power, the feasibility of a malicious actor obtaining control of the processing power on the Bitcoin Network will increase, which may adversely affect the value of Shares. Additionally, if miners experience financial or other difficulties on a large scale and are unable to participate in mining activities, the risks of the Bitcoin Network becoming more centralized, and therefore more susceptible to malicious actor control, could increase.

A malicious actor may also obtain control over the Bitcoin Network through its influence over core developers by gaining direct control over a core developer or an otherwise influential programmer. To the extent that the bitcoin ecosystem does not grow, the possibility that a malicious actor may be able to obtain control of the processing power or development control on the Bitcoin Network will remain heightened. Additionally, to the extent that users and miners accept amendments to the source code proposed by the controlled core developer, other core developers do not counter such amendments, and such amendments enable the malicious exploitation of the Bitcoin Network, the risk that a malicious actor may be able to obtain control of the Bitcoin Network in this manner exists.

If miners expend less processing power on the Bitcoin Network, it could increase the likelihood of a malicious actor obtaining control.

Miners ceasing operations would reduce the collective processing power on the Bitcoin Network, which would adversely affect the confirmation process for transactions (i.e., temporarily decreasing the speed at which blocks are added to the Bitcoin Blockchain until the next scheduled adjustment in difficulty for block solutions). If a reduction in processing power occurs, the Bitcoin Network may be more vulnerable to a malicious actor obtaining control in excess of fifty percent (50%) of the processing power on the Bitcoin Network. As a result, it may be possible for a bad actor to manipulate the Bitcoin Blockchain and hinder transactions. Any reduction in confidence in the confirmation process or processing power of the Bitcoin Network may adversely affect an investment in the Trust.

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Cancer nodes.

Cancer nodes are computers that appear to be participating in the Bitcoin Network but that are not in fact connected to the network, which a malicious actor sets up to place users onto a separate network or disconnect them from the Bitcoin Network. By using cancer nodes, a malicious actor can disconnect the target user from the bitcoin economy entirely by refusing to relay any blocks or transactions.

Double-spending risks.

A malicious actor may attempt to double spend (i.e., spend the same units in more than one transaction) bitcoin by altering the formation of the blockchain. In this type of attack, a miner creates a valid new block containing a double-spend transaction and schedules the release of such attack block so that it is added to the blockchain before a target user’s legitimate transaction can be included in a block. All double-spend attacks require that the miner sequence and execute the steps of its attack with sufficient speed and accuracy. Double- spend attacks require extensive coordination and are very expensive. Typically, transactions that allow for a zero-confirmation acceptance tend to be prone to these types of attacks. Accordingly, traders and merchants may execute instantaneous/zero-confirmation transactions only if they are of sufficiently low-value. Users and merchants can take additional precautions by adjusting their network software programs to connect only to other well-connected participants in the Bitcoin Network and to disable incoming connections.

Flaws in source code.

In the past, flaws in the source code for digital asset networks have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. Discovery of flaws in or exploitations of the source code that allow malicious actors to take or create money in contravention of known network rules have occurred. The cryptography underlying bitcoin could prove to be flawed or ineffective, or developments in mathematics and/or technology, such as advances in digital computing, algebraic geometry and quantum computing, could make cryptography ineffective. In any of these circumstances, a malicious actor may be able to steal bitcoin held by others, which could adversely affect the demand for bitcoin and therefore adversely impact the price of bitcoin and the value of the Shares. Even if another digital asset other than bitcoin were affected by similar circumstances, any reduction in confidence in the robustness of the source code or cryptography underlying digital assets generally could negatively affect the demand for all digital assets, including bitcoin, and therefore adversely affect the value of the Shares.

The Fund is subject to risks as a result of investing approximately 80% of its assets in a single asset: bitcoin. Any decreases in the value of bitcoin or disruption of the bitcoin trading markets, generally, will adversely impact the value of Shares. The Fund may be more volatile than an investment in a more broadly diversified portfolio.

The Fund’s investment strategy includes the Fund investing 80% of its assets in bitcoin. Accordingly, the Fund’s holdings are not diversified. The Fund’s value is therefore more susceptible to adverse impacts to bitcoin than other, more diversified funds. Fluctuations in the price of bitcoin are expected to directly impact the value of Shares. The Fund’s NAV may be more volatile than an investment vehicle with a more broadly diversified portfolio and may experience significant fluctuations over either a short or long period of time.

The Fund’s investments in bitcoin comprise 80% of the Fund’s assets, and the value of Shares will be significantly impacted by the value of bitcoin. Bitcoin’s value may be highly volatile and subject to fluctuations due to a number of factors.

80% of the value of the Fund is invested in bitcoin, and the value of Shares will be significantly impacted by the value of bitcoin. Fluctuations in the value of bitcoin could adversely, and significantly, affect the value of Shares. The market price of bitcoin may be highly volatile, and subject to a number of factors, including:

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an increase in the global bitcoin supply or a decrease in global bitcoin demand;

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market conditions of, and overall sentiment towards, the digital assets and blockchain technology industry;

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trading activity on digital asset exchanges, which, in many cases, are largely unregulated or may be subject to manipulation;

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the adoption of bitcoin as a medium of exchange, store-of-value or other consumptive asset and the maintenance and development of the open-source software protocol of the Bitcoin Network, and their ability to meet user demands;

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forks in the Bitcoin Network;

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investors’ expectations with respect to interest rates, the rates of inflation of fiat currencies or bitcoin, and digital asset exchange rates;

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consumer preferences and perceptions of bitcoin specifically and digital assets generally;

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negative events, publicity, and social media coverage relating to the digital assets and blockchain technology industry;

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fiat currency withdrawal and deposit policies on digital asset exchanges;

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the liquidity of digital asset markets and any increase or decrease in trading volume or market making on digital asset markets;

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business failures, bankruptcies, hacking, fraud, crime, government investigations, or other negative developments affecting digital asset businesses, including digital asset exchanges, or banks or other financial institutions and service providers which provide services to the digital assets industry;

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the use of leverage in digital asset markets, including the unwinding of positions, “margin calls,” collateral liquidations and similar events;

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investment and trading activities of large or active consumer and institutional users, speculators, miners, and investors in bitcoin;

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an active derivatives market for bitcoin or for digital assets generally;

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monetary policies of governments, legislation or regulation, trade restrictions, currency devaluations and revaluations and regulatory measures or enforcement actions, if any, that restrict the use of bitcoin as a form of payment or the purchase of bitcoin on the digital asset markets;

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global or regional political, economic or financial conditions, events and situations, such as a novel coronavirus outbreak;

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fees associated with processing a bitcoin transaction and the speed at which bitcoin transactions are settled;

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the maintenance, troubleshooting, and development of the Bitcoin Network including by miners and developers worldwide;

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the ability for the Bitcoin Network to attract and retain miners to secure and confirm transactions accurately and efficiently;

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ongoing technological viability and security of the Bitcoin Network and bitcoin transactions, including vulnerabilities against hacks and scalability;

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financial strength of market participants;

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the availability and cost of funding and capital;

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the liquidity and credit risk of digital asset platforms;

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interruptions in service from or closures or failures of major digital asset exchanges or their banking partners, or outages or system failures affecting the Bitcoin Network;

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decreased confidence in digital assets and digital assets exchanges;

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poor risk management or fraud by entities in the digital assets ecosystem;

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increased competition from other forms of digital assets or payment services; and

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the Fund’s own acquisitions or dispositions of bitcoin, since there is no limit on the number of bitcoin that the Fund may acquire.

There is no assurance that bitcoin will maintain its value in the long, intermediate, short, or any other term. In the event that the price of bitcoin declines, the Shares’ value will also decline. The value of a bitcoin as represented by the Bitcoin Price may also be subject to momentum pricing due to speculation regarding future appreciation in value, leading to greater volatility that could adversely affect the value of the Shares. Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for future appreciation in value, if any. The Sponsor believes that momentum pricing of bitcoin has resulted, and may continue to result, in speculation regarding future appreciation in the value of bitcoin, inflating and making the Index more volatile. As a result, bitcoin may be more likely to fluctuate in value due to changing investor confidence, which could adversely affect the value of Shares.

Digital assets may have concentrated ownership and large sales or distributions by holders of such digital assets could have an adverse effect on the market price of such digital assets.

The largest bitcoin wallets are believed to hold, in aggregate, a significant percentage of the bitcoins in circulation. Moreover, it is possible that other persons or entities control multiple wallets that collectively hold a significant number of bitcoins, even if they individually only hold a small amount, and it is possible that some of these wallets are controlled by the same person or entity. As a result of this concentration of ownership, large sales or distributions by such holders could have an adverse effect on the market price of bitcoin.

Due to the unregulated nature and lack of transparency surrounding the operations of digital asset exchanges, they may experience fraud, security failures or operational problems, which may adversely affect the value of bitcoin and, consequently, the value of Shares.

Digital asset exchanges are relatively new and, in some cases, unregulated. Furthermore, while many prominent digital asset exchanges provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance, many digital asset exchanges do not provide this information. Digital asset exchanges do not appear to be subject to, or may not comply with, regulation in a similar manner as other regulated trading platforms, such as national securities exchanges or designated contract markets. As a result, the marketplace may lose confidence in digital asset exchanges, including prominent exchanges that handle a significant volume of bitcoin trading.

Many digital asset exchanges are unlicensed, unregulated, operate without extensive supervision by governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. In particular, those located outside the United States may be subject to significantly less stringent regulatory and compliance requirements in their local jurisdictions. As a result, trading activity on or reported by these digital asset exchanges is generally significantly less regulated than trading in regulated U.S. securities and commodities markets, and may reflect behavior that would be prohibited in regulated U.S. trading venues. For example, in 2019 there were reports claiming that 80.95% of bitcoin trading volume on digital asset exchanges was false or noneconomic in nature, with specific focus on unregulated exchanges located outside of the United States engaging in a variety of manipulative or fraudulent activities. Nonetheless, any actual or perceived false trading in the digital asset exchange market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of bitcoin and/or negatively affect the market perception of bitcoin.

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The bitcoin market globally and in the United States is not subject to the regulatory guardrails that exist in the regulated securities markets nor the safeguards put in place by exchanges for more traditional assets to enhance the stability of trading on exchanges and prevent “flash crashes.” Tools to detect and deter fraudulent or manipulative trading activities such as market manipulation, front-running of trades, and wash-trading, may not be available to or employed by digital asset exchanges, or may not exist at all. The effect of these could inflate volumes in the digital asset markets and/or cause distortions in price, which could adversely affect the Fund.

In addition, over the past several years, some digital asset exchanges have been closed due to fraud and manipulative activity, business failure or security breaches. In many of these instances, the customers of such digital asset exchanges were not compensated or made whole for the partial or complete losses of their account balances in such digital asset exchanges. While, generally speaking, smaller digital asset exchanges are less likely to have the infrastructure and capitalization that make larger digital asset exchanges more stable, larger digital asset exchanges are more likely to be appealing targets for hackers and malware and may be more likely to be targets of regulatory enforcement action. For example, in November 2022, FTX Trading Ltd. (“FTX”), one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company’s liquidity issues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities and commodities fraud charges, against certain of FTX’s and its affiliates’ senior executives, including its former CEO. Around the same time, there were reports that approximately $300-600 million of digital assets were removed from FTX and the full facts remain unknown, including whether such removal was the result of a hack, theft, insider activity, or other improper behavior. In February 2025, approximately $1.5 billion of ether was stolen from the Dubai-based Bybit exchange. Bybit claims the hack occurred when the company was making a routine transfer of ether from an offline “cold” wallet to a hot wallet, with the attacker suspected to be agents of North Korea exploiting security controls to gain control of the assets.

Negative perception, a lack of stability in the digital asset markets and the closure or temporary shutdown of digital asset exchanges due to fraud, failure or security breaches may reduce confidence in the Bitcoin Network and result in greater volatility or decreases in the prices of bitcoin. Furthermore, the closure or temporary shutdown of one of the digital asset exchanges used in calculating the value of bitcoin by the Index may result in a loss of confidence in the Fund’s ability to determine its NAV on a daily basis. The potential consequences of a digital asset exchange’s failure could adversely affect the value of the Shares.

Furthermore, some spot markets, including both centralized and decentralized venues, lack certain safeguards put in place by more traditional exchanges to enhance the stability of trading on the exchange and prevent flash crashes, such as limit-down circuit breakers. As a result, the prices of digital assets such as bitcoin on digital asset trading platforms may be subject to larger and/or more frequent sudden declines than assets traded on more traditional exchanges.

A lack of stability in the bitcoin spot markets, including as a result of any manipulation of bitcoin spot markets and the termination or suspension of spot market operations due to fraud, operational failures, cybersecurity breaches, or violations or alleged violations of laws and regulations, may reduce confidence in bitcoin generally and result in greater volatility in the market price of bitcoin and the Shares of the Trust. Furthermore, the closure or temporary shutdown of a bitcoin spot market may impact the Trust’s ability to determine the value of its bitcoin holdings or for the Trust’s Authorized Participants to effectively arbitrage the Trust’s Shares. The potential consequences of a spot market’s failure or failure to prevent market manipulation could adversely affect the value of the Shares.

The value of bitcoin may be subject to momentum pricing whereby the current bitcoin price may account for speculation regarding future appreciation in value. Momentum pricing with respect to bitcoin may result in greater volatility and adversely affect the value of Shares.

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. The Sponsor believes that momentum pricing of bitcoin has resulted, and may continue to result, in speculation regarding future appreciation in the value of bitcoin, inflating and making more volatile the price of bitcoin. As a result, bitcoin may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in the price of bitcoin, which could adversely affect the portion of the Shares’ value that is tied to bitcoin.

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The Shares may trade at a discount or premium in the trading price relative to the Fund’s NAV on a per Share basis as a result of non-concurrent trading hours between the Exchange and the Bitcoin Platform Markets.

The value of a Share may be influenced by non-concurrent trading hours between the Exchange and various Bitcoin Platforms, including those that represent components of the Index. While the Exchange is open for trading in the Shares for a limited period each day, the Bitcoin Platform Market is a 24-hour marketplace; however, trading volume and liquidity on the Bitcoin Platform Market is not consistent throughout the day and Bitcoin Platforms, including the larger-volume markets, have been known to shut down temporarily or permanently due to security concerns, directed denial of service attacks and distributed denial of service attacks (coordinated hacking attempts to disrupt websites, web servers or computer networks in which an attacker bombards an online target with a large quantity of external requests, thus precluding the target from processing requests from genuine users) and other reasons. As a result, during periods when the Exchange is open but large Bitcoin Platforms (or a substantial number of smaller Bitcoin Platforms) are either lightly traded or are closed, trading spreads and the resulting premium or discount on the Shares may widen and, therefore, increase the difference between the price of the Shares and the Fund’s Holdings per Share. Premiums or discounts may have an adverse effect on an investment in the Shares if a Shareholder sells or acquires its Shares during a period of discount or premium, respectively.

If bitcoin prices on the Bitcoin Platform Market move negatively during hours when the Exchange is closed, trading prices on the Exchange may “gap” down at market open.

The value of a Share may be influenced by non-concurrent trading hours between the Exchange and various Bitcoin Platforms, including those that represent components of the Index. While the Exchange is open for trading in the Shares for a limited period each day, the Bitcoin Platform Market is a 24-hour marketplace. During periods when the Exchange is closed but Bitcoin Platforms are open, significant changes in the price of bitcoin on the Bitcoin Platform Market could result in a difference in performance between the value of bitcoin as measured by the Index and the most recent Holdings per Share or closing trading price. To the extent that the price of bitcoin on the Bitcoin Platform Market, and the value of bitcoin as measured in part by the Index, moves significantly in a negative direction after the close of the Exchange, the trading price of the Shares may “gap” down to the full extent of such negative price shift when the Exchange reopens. To the extent that the price of bitcoin on the Bitcoin Platform Market drops significantly during hours the Exchange is closed, investors may not be able to sell their Shares until after the “gap” down has been fully realized, resulting in an inability to mitigate losses in a rapidly negative market.

A possible “short squeeze” due to a sudden increase in demand for the Shares that largely exceeds supply may lead to price volatility in the Shares.

Investors may purchase Shares to hedge existing bitcoin or other digital currencies, commodity or currency exposure or to speculate on the price of bitcoin. Speculation on the price of bitcoin may involve long and short exposures. To the extent that aggregate short exposure exceeds the number of Shares available for purchase (for example, in the event that large redemption requests by Authorized Purchasers dramatically affect Share liquidity), investors with short exposure may have to pay a premium to repurchase Shares for delivery to Share lenders. Those repurchases may, in turn, dramatically increase the price of the Shares until additional Shares are created through the creation process. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in the portion of the Shares’ value that is tied to bitcoin that are not directly correlated to the price of bitcoin.

Competition from the emergence or growth of other digital assets or methods of investing in bitcoin could have a negative impact on the price of bitcoin and adversely affect the value of Shares.

Bitcoin was the first digital asset to gain global adoption and critical mass, and as a result, it has a “first to market” advantage over other digital assets. As of July 31, 2025, bitcoin was the largest digital asset by market capitalization and had the largest user base and largest combined mining power. Despite this first to market advantage, there were over 10,000 alternative digital assets tracked by CoinGecko.com, having a total market capitalization of approximately $2.8 trillion (including the approximately $1.6 trillion market capitalization of bitcoin), as calculated using market prices and total available supply of each digital asset. In addition, many consortiums and financial institutions are also researching and investing resources into private or permissioned smart contract platforms rather than open platforms like the Bitcoin Network. Competition from the emergence or growth of alternative digital assets and smart contracts platforms, such as Ethereum, Solana, Avalanche, Polkadot, or Cardano, could have a negative impact on the demand for, and price of, bitcoin and thereby adversely affect the value of the Shares.

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In addition, some digital asset networks, including the Bitcoin Network, may be the target of ill will from users of other digital asset networks. For example, Litecoin is the result of a hard fork of bitcoin. Some users of the Bitcoin Network may harbor ill will toward the Litecoin network, and vice versa. These users may attempt to negatively impact the use or adoption of the Bitcoin Network.

Investors may invest in bitcoin through means other than the Shares, including through direct investments in bitcoin and other potential financial vehicles, possibly including securities backed by or linked to bitcoin and digital asset financial vehicles similar to the Fund. In addition, to the extent digital asset financial vehicles other than the Fund tracking the price of bitcoin are formed and represent a significant proportion of the demand for bitcoin, large purchases or redemptions of the securities of these digital asset financial vehicles, or private funds holding bitcoin, could negatively affect the Index and the portion of the Shares’ value that is tied to bitcoin.

The impact of geopolitical or economic events on the supply and demand for bitcoin is uncertain, but could motivate large-scale sales of bitcoin, which could result in a reduction in the Bitcoin Price and adversely affect the value of Shares.

As an alternative to fiat currencies that are backed by central governments, digital assets such as bitcoin, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of bitcoin either globally or locally. Large-scale sales of bitcoin would result in a reduction in the Bitcoin Price and could adversely affect the portion of the Shares’ value that is tied to bitcoin.

Competition from central bank digital currencies (“CBDCs”) could adversely affect the value of bitcoin and other digital assets.

Central banks in various countries have introduced digital forms of legal tender. China’s CBDC project, known as Digital Currency Electronic Payment, has reportedly been tested in a live pilot program conducted in multiple cities in China. Central banks representing at least 130 countries have published retail or wholesale CBDC work ranging from research to pilot projects. Whether or not they incorporate blockchain or similar technology, CBDCs, as legal tender in the issuing jurisdiction, could have an advantage in competing with, or replacing, bitcoin and other cryptocurrencies as a medium of exchange or store of value. Central banks and other governmental entities have also announced cooperative initiatives and consortia with private sector entities, with the goal of leveraging blockchain and other technology to reduce friction in cross-border and interbank payments and settlement, and commercial banks and other financial institutions have also announced a number of initiatives of their own to incorporate new technologies, including blockchain and similar technologies, into their payments and settlement activities, which could compete with, or reduce the demand for, bitcoin. As a result of any of the foregoing factors, the value of bitcoin could decrease, which could adversely affect an investment in the Trust.

Prices of bitcoin may be affected by stablecoins, the activities of stablecoin issuers and their regulatory treatment.

While the Trust does not invest in stablecoins, it may nonetheless be exposed to certain risks that stablecoins pose to the bitcoin market. Stablecoins are digital assets designed to have a stable value over time as compared to typically volatile digital assets, and may be backed by a fiat currency, such as the U.S. dollar, commodities, such as gold, or other digital assets. Given the foundational role that stablecoins play in global digital asset markets, their fundamental liquidity could have a dramatic impact on the broader digital asset market, including the market for bitcoin. Volatility in stablecoins, operational issues with stablecoins (for example, technical issues that prevent settlement), concerns about the sufficiency of any reserves that support stablecoins or potential manipulative activity when unbacked stablecoins are used to pay for other digital assets (including bitcoin), or regulatory concerns about stablecoin issuers or intermediaries, such as exchanges, that support stablecoins, could impact individuals’ willingness to trade on trading venues that rely on stablecoins, reduce liquidity in the bitcoin market, and affect the value of bitcoin, and in turn impact an investment in the Shares.

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For example, because a large portion of the digital asset market still depends on stablecoins such as Tether and USDC, there is a risk that a disorderly de-pegging or a run on Tether or USDC could lead to dramatic market volatility in digital assets more broadly. Questions about the sufficiency of the backing of certain stablecoins has caused the prices for such stablecoins to fluctuate, which fluctuations may affect the price of bitcoin. For example, some have argued that the issuance of Tether has been used to artificially increase demand for bitcoin, thereby inflating its price. On February 17, 2021 the New York Attorney General entered into an agreement with Tether’s operators, requiring them to cease any further trading activity with New York persons and pay $18.5 million in penalties for false and misleading statements made regarding the assets backing Tether. On October 15, 2021, the CFTC announced a settlement with Tether’s operators in which they agreed to pay $42.5 million in fines to settle charges that, among others, Tether’s claims that it maintained sufficient U.S. dollar reserves to back every Tether stablecoin in circulation with the “equivalent amount of corresponding fiat currency” held by Tether were untrue. In another example, in May 2022, the digital asset TerraUSD (UST) lost its $1 peg. As UST “de-pegged,” the custodian of UST’s bitcoin reserves, the Luna Foundation Guard, sold bitcoin to buy UST in an ultimately unsuccessful effort to re-peg the price of UST to its $1 peg. It is believed that the foregoing action by the Luna Foundation Guard exacerbated a bitcoin sell-off that adversely affected the price of bitcoin. Similar future occurrences may significantly impact the value and trading of bitcoin.

Volatility in stablecoins can be triggered by bank risk. USDC is a reserve-backed stablecoin issued by Circle Internet Financial that is commonly used as a method of payment in digital asset markets, including the bitcoin market. An affiliate of the Sponsor acts as investment manager to a money market fund, the Circle Reserve Fund, which the issuer of USDC uses to hold cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury, and repurchase agreements secured by such obligations or cash, which serve as reserves backing USDC stablecoins. While USDC is designed to maintain a stable value at 1 U.S. dollar at all times, on March 10, 2023, the value of USDC fell below $1.00 for multiple days after Circle Internet Financial disclosed that US$3.3 billion of the USDC reserves were held at Silicon Valley Bank, which had entered Federal Deposit Insurance Corporation receivership earlier that day. Stablecoins are reliant on the U.S. banking system and U.S. treasuries, and the failure of either to function normally could impede the function of stablecoins, and therefore could adversely affect the value of the Shares. An affiliate of the Sponsor has a minority equity interest in the issuer of USDC.

Demand for bitcoin is driven, in part, by its status as the most prominent and secure digital asset. It is possible that a digital asset other than bitcoin could have features that make it more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for bitcoin, which could have a negative impact on the price of bitcoin and adversely affect the value of Shares.

Bitcoin was the first digital asset to gain global adoption and critical mass, and as a result, it has a “first to market” advantage over other digital assets. As of December 31, 2024, bitcoin was the largest digital asset by market capitalization and had the largest user base and largest combined mining power. Despite this first to market advantage, as of December 31, 2024, there were over 16,800 alternative digital assets tracked by CoinGecko.com, having a total market capitalization of approximately $3.7 trillion (including the approximately $2.06 trillion market capitalization of bitcoin), as calculated using market prices and total available supply of each digital asset. In addition, many consortiums and financial institutions are also researching and investing resources into private or permissioned smart contract platforms rather than open platforms like the Bitcoin Network. Competition from the emergence or growth of alternative digital assets and smart contracts platforms, such as Ethereum, Solana, Avalanche, Polkadot, or Cardano, could have a negative impact on the demand for, and price of, bitcoin and thereby adversely affect the value of the Shares.

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Risks Related to the Custody of Bitcoin

Failure to safeguard and manage our digital assets could adversely impact the Fund’s business, operating results, and financial condition.

The Fund’s success and the success of its offerings requires significant public confidence in the Fund’s and its partners’ abilities to properly manage customers’ balances and handle large and growing transaction volumes and amounts of customer assets. In addition, the Fund is dependent on its partners’ operations, liquidity, and financial condition for the proper maintenance, use, and safekeeping of these customer assets. Any failure by the Fund or its partners to maintain the necessary controls or to manage customer digital assets and funds appropriately and in compliance with applicable regulatory requirements could result in reputational harm, significant financial losses, lead customers to discontinue or reduce their use of the Fund’s and its partners’ products, and result in significant penalties and fines and additional restrictions, which could adversely impact the Fund’s business, operating results, and financial condition.

The Bitcoin Custodian is responsible for the proper deposit, transfer, and custody of digital assets in multiple jurisdictions. The Bitcoin Custodian is required to safeguard customers’ assets using bank-level security standards. The Fund’s security technology is designed to prevent, detect, and mitigate inappropriate access to its systems, by internal or external threats. The Fund believes the Bitcoin Custodian has developed and maintained administrative, technical, and physical safeguards designed to comply with applicable legal requirements and industry standards. However, it is nevertheless possible that hackers, employees or service providers acting contrary to the Bitcoin Custodian’s policies, or others could circumvent these safeguards to improperly access the Fund’s systems or documents, or the systems or documents of its business partners, agents, or service providers, and improperly access, obtain, misuse digital assets and funds. The methods used to obtain unauthorized access, disable, or degrade service or sabotage systems are also constantly changing and evolving and may be difficult to anticipate or detect for long periods of time. Any security incident resulting in a compromise of customer assets could result in substantial costs to the Fund and require the Fund to notify impacted individuals, and in some cases regulators, of a possible or actual incident, expose the Fund to regulatory enforcement actions, including substantial fines, limit the Fund’s ability to provide services, subject the Fund to litigation, significant financial losses, damage the Fund’s reputation, and adversely affect the Fund’s business, operating results, financial condition, and cash flows.

The loss or destruction of a private key required to access bitcoin may be irreversible. The Bitcoin Custodian’s loss of access to a private key associated with the Fund’s bitcoin could adversely affect an investment in the Shares.

Transfers of bitcoin among users are accomplished via bitcoin transactions (i.e., sending bitcoin from one user to another). The creation of a bitcoin transaction requires the use of a unique numerical code known as a “private key.” In the absence of the correct private key corresponding to a holder’s particular bitcoin, the bitcoin is inaccessible. The custody of the Fund’s bitcoin is collectively handled by the Bitcoin Custodian. If the internal procedures and controls of the Bitcoin Custodian are inadequate to safeguard the Fund’s bitcoin holdings, and the Fund’s private keys are lost, destroyed or otherwise compromised and no backup of the private keys is accessible, the Fund will be unable to access its bitcoin, which could adversely affect an investment in the Shares. In addition, if the Fund’s private keys are misappropriated and the Fund’s bitcoin holdings are stolen, the Fund could lose some or all of its bitcoin holdings, which could adversely impact the Fund.

Bitcoin transactions are irrevocable and stolen or incorrectly transferred bitcoin may be irretrievable. As a result, any incorrectly executed bitcoin transactions could adversely affect an investment in the Shares.

Bitcoin transactions are typically not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been verified and recorded in a block that is added to the Blockchain, an incorrect transfer or theft of bitcoin generally will not be reversible, and the Fund may not be capable of seeking compensation for any such transfer or theft. Although the Fund’s transfers of bitcoin will regularly be made to or from the Bitcoin Account, it is possible that, through computer or human error, or through theft or criminal action, the Fund’s bitcoin could be transferred from the Bitcoin Account in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts.

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To the extent that the Fund is unable to seek a corrective transaction with a third-party recipient of an unauthorized or incorrect transaction or is incapable of identifying the third party which has received the Fund’s bitcoin through error or theft, the Fund will be unable to revert or otherwise recover incorrectly transferred bitcoin. The Fund will also be unable to convert or recover its bitcoin transferred to uncontrolled accounts. To the extent that the Fund is unable to seek redress for such error or theft, such loss could adversely affect the portion of the Shares’ value that is tied to bitcoin.

The lack of full insurance and Shareholders’ limited rights of legal recourse against the Fund, Trustee, Sponsor, Trust Administrator, and Bitcoin Custodian expose the Fund and its Shareholders to the risk of loss of the Fund’s bitcoin for which no person or entity is liable.

The Fund is not a banking institution or otherwise a member of the Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”) and, therefore, neither, Shareholders cannot be assured that the Bitcoin Custodian will maintain adequate insurance, that such coverage will cover losses with respect to the Fund’s bitcoins, or that sufficient insurance proceeds will be available to cover the Fund’s losses in full. The Bitcoin Custodian’s insurance may not cover the type of losses experienced by the Fund. Alternatively, the Fund may be forced to share such insurance proceeds with other clients or customers of the Bitcoin Custodian, which could reduce the amount of such proceeds that are available to the Fund. The Fund is not a named insured under the Bitcoin Custodian’s insurance policies, though the Bitcoin Custodian has represented to the Sponsor that the insurance covers customer losses, including losses suffered by the Fund, arising from specified events, including fraud, theft, and cyber-security breaches. In addition, the bitcoin insurance market is limited, and the level of insurance maintained by the Bitcoin Custodian may be substantially lower than the assets of the Fund, or the amount of claims against the Bitcoin Custodian of all of the customers whose losses are covered by the Bitcoin Custodian’s insurance coverage. While the Bitcoin Custodian maintains certain capital reserve requirements depending on the assets under custody, and such capital reserves may provide additional means to cover client asset losses, the Fund cannot be assured that the Bitcoin Custodian will maintain capital reserves sufficient to cover actual or potential losses with respect to the Fund’s digital assets.

Furthermore, under the Bitcoin Custody Agreement, the Bitcoin Custodian’s liability is limited in various ways, including that the Bitcoin Custodian cannot be held responsible for any failure or delay to act by the Bitcoin Custodian, its service providers, or its banks that is within the time limits permitted by the Bitcoin Custody Agreement, or that is caused by the Fund’s negligence or is required to comply with applicable laws and regulations. The Bitcoin Custodian is not liable for any System Failure or Downtime (both as defined in the Bitcoin Custody Agreement), which prevents the Bitcoin Custodian from fulfilling its obligations under the Bitcoin Custody Agreement, provided that Bitcoin Custodian took reasonable care and used commercially reasonable efforts to prevent or limit such System Failures or Downtime and otherwise complied with the Bitcoin Custody Agreement. The Bitcoin Custody Agreement provides that “Downtime” means scheduled maintenance and a “System Failure” shall mean a failure of any computer hardware, software, computer systems, or telecommunications lines or devices used by the Bitcoin Custodian, or interruption, loss, or malfunction of utility, data center, Internet or network provider services used by the Bitcoin Custodian; provided, however, that a cybersecurity attack, data breach, hack, or other intrusion, or unauthorized disclosure by a third party, the Bitcoin Custodian, a service provider to the Bitcoin Custodian, or an agent or subcontractor of the Bitcoin Custodian, shall not be deemed a System Failure, to the extent such events or any losses arising therefrom are due to the Bitcoin Custodian’s failure to comply with its obligations under the Bitcoin Custody Agreement. The Bitcoin Custodian cannot be held responsible for any circumstances beyond the Bitcoin Custodian’s reasonable control, provided the Bitcoin Custodian took reasonable care and used commercially reasonable efforts in executing its responsibilities to the Fund pursuant to the Bitcoin Custody Agreement, which includes exercising the degree of care, diligence and skill that a prudent and competent professional provider of services similar to the custodial services would exercise in the circumstances, or such higher care where required by law or the Bitcoin Custody Agreement (collectively, the “Standard of Care”). The Bitcoin Custodian makes no guarantees regarding the Bitcoin network’s security, functionality, or availability, and will not be liable for or in connection with any acts, decisions, or omissions made by developers of the Bitcoin network. The Bitcoin Custodian is not liable for any losses or claims arising out of actions that are in the Fund’s control and related to the Fund’s use of the Bitcoin Custodian’s online platform, including but not limited to, the Fund’s failure to follow security protocols, the Bitcoin Custodian’s platform controls, improper instructions, failure to secure the Fund’s credentials from third parties, or anything else in the Fund’s control and is also not liable for any amount greater than the value of the assets on deposit in Fund’s account at the Bitcoin Custodian at the time of, and directly relating to, the events giving rise to the liability occurred, the value of which shall be determined in accordance with the Chicago Mercantile Exchange Bitcoin Reference Rate or any successor thereto. The Bitcoin Custodian is not liable to the Fund (whether under contract, tort (including negligence) or otherwise) for any indirect, incidental, special, punitive or consequential losses suffered or incurred by the Fund (whether or not any such losses were foreseeable). The Bitcoin Custodian is not liable to the Fund or anyone else for any loss or injury resulting directly or indirectly from any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect the Fund’s computer or other equipment, provided such malware did not originate from the Bitcoin Custodian or its agents. The Bitcoin Custody Agreement’s “Force Majeure” provision provides that the Bitcoin Custodian is not liable for delays, suspension of operations, failure in performance, or interruption of service to the extent it is directly due to a cause or condition beyond the reasonable control of the Bitcoin Custodian including, but not limited to, any act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, or state of emergency; provided, however, that for the avoidance of doubt, the Bitcoin Custody Agreement’s Force Majeure provision shall not apply in respect of System Failures or Downtime, which are subject to other respective provisions of the Bitcoin Custody Agreement. The occurrence of an event described in the Force Majeure provision shall not affect the validity and enforceability of any remaining provisions of the Bitcoin Custody Agreement.

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In the event of potential losses incurred by the Fund as a result of the Bitcoin Custodian losing control of the Fund’s bitcoins or failing to properly execute instructions on behalf of the Fund, the Bitcoin Custodian’s liability with respect to the Fund will be subject to certain limitations which may allow it to avoid liability for potential losses or may be insufficient to cover the value of such potential losses. Furthermore, the insurance maintained by the Bitcoin Custodian may be insufficient to cover its liabilities to the Fund. Both the Fund and the Bitcoin Custodian are required to indemnify each other under certain circumstances.

Subject to the Force Majeure provision and as limited by the limitations of liability in the Bitcoin Custody Agreement, the Bitcoin Custodian shall be liable to the Fund for the Loss (defined below) of any of the Fund’s bitcoin or fiat currency to the extent that such Loss was caused by the negligence, fraud, willful or reckless misconduct of the Bitcoin Custodian or breach by the Bitcoin Custodian of its Standard of Care. The Bitcoin Custody Agreement provides that “Loss” means if, at any time the Fund’s Bitcoin Account or Fiat Account, as applicable, does not hold the bitcoin or fiat currency that had been (1) received by Bitcoin Custodian in connection with the Fund’s Bitcoin Account or Fiat Account pursuant to the Bitcoin Custody Agreement, or (2) duly sent to the Bitcoin Custodian by the Fund or Authorized Participants in connection with the Fund’s Bitcoin Account pursuant to the Bitcoin Custody Agreement but not received because of a failure caused by the Bitcoin Custodian. The Bitcoin Custody Agreement provides that “Loss” shall include situations where the Bitcoin Custodian fails to execute a valid withdrawal request, bitcoin are withdrawn from the Fund’s Bitcoin Account other than pursuant to a withdrawal request, or the Fund is not able to timely withdraw bitcoin from the Bitcoin Account pursuant to a withdrawal request, in each case due to a failure caused by the Bitcoin Custodian; provided, however, that the Bitcoin Custodian’s failure to permit timely withdrawals because it has determined that it cannot do so due to the requirements of applicable laws and regulations or because of the operation of its fraud detection controls shall not be considered a Loss, provided the Bitcoin Custodian is acting reasonably and in good faith. The Bitcoin Custody Agreement provides that should a Loss of the Fund’s bitcoin or fiat currency due to the negligence, fraud, willful or reckless misconduct of the Bitcoin Custodian or a breach by the Bitcoin Custodian of its Standard of Care occur, the Bitcoin Custodian will, as soon as practicable, return to the Fund a quantity of the same digital asset that is equal to the quantity of digital assets involved in the Loss, or return to the Fund a quantity of the same fiat currency that is equal to the quantity of fiat currency involved in the Loss (if the Loss involved the Fiat Account). However, the Fund does not control the Bitcoin Custodian and cannot guarantee that the Bitcoin Custodian will perform its obligations to the Fund under the Bitcoin Custody Agreement, in a timely manner or at all. The Bitcoin Custody Agreement provides that (i) the Bitcoin Custodian does not own or control the underlying software protocols of networks which govern the operation of digital assets (including the Bitcoin Blockchain), (ii) the Bitcoin Custodian makes no guarantees regarding their security, functionality, or availability, and (iii) in no event shall the Bitcoin Custodian be liable for or in connection with any acts, decisions, or omissions made by developers or promoters of digital assets, including bitcoin.

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Similarly, under the Clearing Agreement, the Bitcoin Custodian’s liability in connection with the Clearing Services is limited as follows, among others: the Bitcoin Custodian does not have any responsibility for any sale or purchase of bitcoin for cash to a Liquidity Provider through the Clearing Services (such a transaction, a “Clearing Transaction”), other than as specifically identified in the Clearing Agreement. The Bitcoin Custodian may rely upon, without liability on its part, any clearing request submitted through Gemini’s platform. Absent gross negligence, willful misconduct or fraud, the Bitcoin Custodian shall not be liable for any loss resulting from a clearing request or the use of Clearing Services. Validation and confirmation procedures used by Gemini are designed only to verify the source of clearing requests and that each party has met its respective obligations in respect of a clearing request and not to detect errors in the content of a clearing request or to prevent duplicate clearing requests. The Fund is responsible for losses resulting from clearing requests provided by it and for any errors made by or on behalf of the Fund, any errors resulting, directly or indirectly, from fraud or the duplication of any clearing request by or on behalf of the Fund, or any losses resulting from the malfunctioning of any devices used by the Fund or loss or compromise of credentials used by the Fund to deliver clearing requests. The Bitcoin Custodian may reject, refuse to settle or otherwise not complete any request to settle a bitcoin transaction through the Clearing Services for any reason necessary to comply with applicable laws and regulations or in connection with its fraud or other compliance controls and systems, and the Bitcoin Custodian shall have no liability whatsoever to the Fund, any transaction counterparty or any other party in connection with or arising out of the Bitcoin Custodian rejecting, refusing or otherwise not completing the settlement of a transaction through the Clearing Services. The Bitcoin Custodian will not settle transactions through the Clearing Services: (i) if either party to a Clearing Transaction has not fully funded its accounts held with the Bitcoin Custodian and used in connection with the Clearing Services (in the Fund’s case, the Clearing Account and Fiat Account), as applicable, with the required fiat currency amount or bitcoin amount, as applicable, prior to the agreed expiration time; (ii) if either party to a Clearing Transaction has not confirmed its acceptance of the clearing request to the Bitcoin Custodian prior to the agreed expiration time; (iii) if either party to a transaction is not a Gemini customer; or (iv) for any other reason as determined by the Bitcoin Custodian in its sole discretion to comply with applicable laws and regulation or in connection with the Bitcoin Custodian’s fraud or other compliance controls and systems. Although the Bitcoin Custodian has represented to the Sponsor that Clearing Transactions ordinarily settle automatically within minutes once the bitcoin and cash have been funded by both the Fund and the Liquidity Provider in their respective accounts at the Bitcoin Custodian used in connection with the Clearing Services (in the Fund’s case, the Clearing Account and Fiat Account), the Bitcoin Custodian is not required by the Clearing Agreement to settle the Clearing Transaction that quickly. These and the other limitations on the Bitcoin Custodian’s liability may allow it to avoid liability for potential losses, even if the Bitcoin Custodian directly caused such losses.

The Clearing Agreement provides that it is subject to Gemini’s User Agreement. Pursuant to Gemini’s User Agreement, Gemini agrees to take reasonable care and use commercially reasonable efforts in executing Gemini’s responsibilities to the Fund pursuant to the User Agreement, or such higher care where required by law or as specified by the User Agreement. Gemini uses commercially reasonable efforts to provide the Fund with a reliable and secure platform. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages, creating difficulties in accessing the Fund’s account, withdrawing fiat currency or bitcoin, depositing fiat currency or bitcoin, and/or placing and/or canceling orders.

Under the User Agreement, Gemini is not liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond Gemini’s reasonable control, including, but not limited to, any act of God, nuclear or natural disaster, epidemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet or network provider services.

Except to the extent required by law, Gemini is not liable under the User Agreement, whether in contract or tort, for any punitive, special, indirect, consequential, incidental, or similar damages, including lost trading or other profits, diminution in asset value, or lost business opportunities (even if Gemini have been advised of the possibility thereof) in connection with the transactions subject to the User Agreement. Gemini’s total liability for breach of the User Agreement shall be limited by the value of any of the Fund’s allegedly lost fiat currency and digital assets in the custody of Gemini at the time of loss. Under the User Agreement, Gemini is not liable for delays or interruptions in service caused by automated or other compliance checks or for other reasonable delays or interruptions in service, by definition to include any delay or interruption shorter than one week, or delays or interruptions in service beyond the control of Gemini or its service providers. The limitation on liability under the User Agreement includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect the Fund’s computer or other equipment, or any phishing, spoofing, domain typosquatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems, or any force majeure. Gemini does not guarantee continuous, uninterrupted, or secure access to Gemini. Gemini is not responsible for any failure or delay to act by any Gemini service provider, including Gemini’s banks, or any other participant that is within the time limits permitted by the User Agreement or prescribed by law, or that is caused by the Fund’s negligence.

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Under the User Agreement, Gemini is not responsible for any “System Failure” (defined as a failure of any computer hardware or software used by Gemini, a Gemini service provider, or any telecommunications lines or devices used by Gemini or a Gemini service provider), or scheduled or unscheduled maintenance or downtime, which prevents Gemini from fulfilling its obligations under the User Agreement, provided that Gemini used commercially reasonable efforts to prevent or limit such System Failures, or downtime. Gemini cannot be held responsible for any other circumstances beyond Gemini’s reasonable control.

Moreover, in the event of an insolvency or bankruptcy of the Bitcoin Custodian in the future, given that the contractual protections and legal rights of customers with respect to digital assets held on their behalf by third parties are relatively untested in a bankruptcy of an entity such as the Bitcoin Custodian in the virtual currency industry, there is a risk that customers’ assets – including the Fund’s assets – may be considered the property of the bankruptcy estate of the Bitcoin Custodian, and customers – including the Fund – may be at risk of being treated as general unsecured creditors of such entities and subject to the risk of total loss or markdowns on value of such assets.

The Bitcoin Custody Agreement contains an agreement by the parties to treat the bitcoin credited to the Fund’s Vault Balance as financial assets under Article 8 of the New York Uniform Commercial Code, in addition to stating that the Bitcoin Custodian will serve as fiduciary and custodian on the Fund’s behalf. It is possible that a court would not treat custodied digital assets as part of the Bitcoin Custodian’s general estate in the event the Bitcoin Custodian were to experience insolvency. However, due to the novelty of digital asset custodial arrangements courts have not yet considered this type of treatment for custodied digital assets and it is not possible to predict with certainty how they would rule in such a scenario. In the case of the Clearing Account, because it is an omnibus account in which the assets of multiple customers – including the Fund’s assets – are held together, it is likely the Fund would be treated as a general unsecured creditor in respect of the Clearing Account held with the Bitcoin Custodian in the event of the Bitcoin Custodian’s insolvency. The Clearing Agreement does not contain an Article 8 opt-in. If the Bitcoin Custodian became subject to insolvency proceedings and a court were to rule that the custodied bitcoin were part of the Bitcoin Custodian’s general estate and not the property of the Fund, then the Fund would be treated as a general unsecured creditor in the Bitcoin Custodian’s insolvency proceedings and the Fund could be subject to the loss of all or a significant portion of its assets. Moreover, in the event of the bankruptcy of the Bitcoin Custodian, an automatic stay could go into effect and protracted litigation could be required in order to recover the assets held with the Bitcoin Custodian, all of which could significantly and negatively impact the Fund’s operations and the value of the Shares.

Under the Fund Agreement, the Trustee and the Sponsor will not be liable for any liability or expense incurred, including, without limitation, as a result of any loss of bitcoin by the Bitcoin Custodian, absent gross negligence or bad faith on the part of the Trustee or the Sponsor or breach by the Sponsor of the Fund Agreement, as the case may be. As a result, the recourse of the Fund or the Shareholders to the Trustee or the Sponsor, including in the event of a loss of bitcoin by the Bitcoin Custodian, is limited.

The Shareholders’ recourse against the Sponsor, the Trustee, and the Fund’s other service providers for the services they provide to the Fund, including, without limitation, those relating to the holding of bitcoin or the provision of instructions relating to the movement of bitcoin, is limited. For the avoidance of doubt, neither the Sponsor, the Trustee, nor any of their affiliates, nor any other party has guaranteed the assets or liabilities, or otherwise assumed the liabilities, of the Fund, or the obligations or liabilities of any service provider to the Fund, including, without limitation, the Bitcoin Custodian. Consequently, a loss may be suffered with respect to the Fund’s bitcoin that is not covered by the Bitcoin Custodian’s insurance and for which no person is liable in damages. As a result, the recourse of the Fund or the Shareholders, under applicable law, is limited.

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The Fund could experience unforeseen difficulties in operating and maintaining key elements of its technical infrastructure.

The Bitcoin Account has been designed specifically to provide security for the bitcoin portion of the Fund’s assets, and may be expanded, updated and altered from time to time. Any effort to expand, update or alter the security system is likely to be complex, and unanticipated delays in the completion of these projects may lead to unanticipated project costs, operational inefficiencies or vulnerabilities to security breaches. In addition, there may be problems with the design or implementation of the Bitcoin Account or with an expansion or upgrade thereto that are not evident during the testing phases of design and implementation, and that may only become apparent after the Fund has utilized the infrastructure. Any issues relating to the performance and effectiveness of the security procedures used by the Fund and the Bitcoin Custodian to protect the Bitcoin Account, such as algorithms, codes, passwords, multiple signature systems, encryption and telephone call-backs (together, the “Security Procedures”), may have an adverse impact on an investment in the Shares.

The Security Procedures implemented by the Bitcoin Custodian are technical and complex, and the Fund depends on the Security Procedures to protect the storage, acceptance and distribution of data relating to bitcoin and the digital wallets into which the Fund deposits its assets. The Security Procedures may not protect against all errors, software flaws (i.e., bugs) or vulnerabilities. Defects in the Security Procedures may only be discovered after a failure in the Bitcoin Custodian’s safekeeping and storage of the bitcoin portion of the Fund’s assets.

It is not uncommon for businesses in the bitcoin space to experience large losses due to fraud and breaches of their security systems. For example, in September 2015, the global bitcoin payment agent, BitPay, lost approximately $1.8 million of bitcoin due to a hacker’s fraudulent impersonation of BitPay’s CFO, whereby the hacker was able to access the CFO’s email account and successfully request BitPay’s custodian to transfer funds.

The Fund’s and the Bitcoin Custodian’s ability to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of the bitcoin portion of the Fund’s assets.

Digital asset trading platforms and large holders of bitcoin must adapt to technological change in order to secure and safeguard client accounts. While the Sponsor believes the Security Procedures in place have been reasonably designed to safeguard the Fund’s assets from theft, loss, destruction or other issues relating to hackers and technological attack, such assessment is based upon known technology and threats. As technological change occurs, the security threats to the Fund’s bitcoin will likely adapt and previously unknown threats may emerge. Furthermore, the Sponsor believes that the Fund may become a more appealing target of security threats as the size of the Fund’s assets grows. To the extent that the Fund or the Bitcoin Custodian is unable to identify and mitigate or stop new security threats, the Fund’s assets may be subject to theft, loss, destruction or other attack, which could have a negative impact on the performance of the Shares or result in loss of the Fund’s assets.

Security threats to the Bitcoin Account could result in the halting of Fund operations, the suspension of redemptions, and a loss of Fund assets or damage to the reputation of the Fund, each of which could result in a reduction in the portion of the Shares’ value that is tied to bitcoin.

Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Bitcoin Platform Market since the launch of the Bitcoin Network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm the Fund’s business operations or result in loss of the Fund’s assets. Any breach of the Fund’s infrastructure could result in damage to the Fund’s reputation and reduce demand for the Shares, resulting in a reduction in the price of the Shares. Furthermore, the Sponsor believes that, as the bitcoin portion of the Fund’s assets grow, it may become a more appealing target for security threats such as hackers and malware.

The Sponsor believes that the Security Procedures that the Sponsor and Bitcoin Custodian utilize are reasonably designed to safeguard the Fund’s assets from theft, loss, destruction or other issues relating to hackers and technological attack. Nevertheless, the Security Procedures cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by the Fund, absent gross negligence, willful misconduct or bad faith on the part of the Sponsor, the Bitcoin Custodian or their respective agents.

The Security Procedures and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee of the Sponsor or the Bitcoin Custodian, or otherwise, and, as a result, an unauthorized party may obtain access to the Bitcoin Account, private keys, data or assets. Additionally, outside parties may attempt to fraudulently induce employees of the Bitcoin Custodian or the Sponsor to disclose sensitive information in order to gain access to the Fund’s infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, the Sponsor may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of the Bitcoin Account occurs, the market perception of the effectiveness of the Fund could be harmed, which could result in a reduction in the portion of the Shares’ value that is tied to bitcoin.

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In the event of a security breach of the Bitcoin Account, the Fund may cease operations, suspend redemptions or suffer a reduction in assets, the occurrence of each of which could result in a reduction in the portion of the Shares’ value that is tied to bitcoin.

A loss of confidence or breach in the Fund’s security and technology policies may adversely affect the Fund and the value of an investment in the Shares.

The Fund, Sponsor, Bitcoin Custodian and each of their respective agents will take measures to protect the Fund and its assets from unauthorized access, damage or theft. However, it is possible that the Security Procedures in place may not prevent the improper access to, or damage or theft of the Fund’s assets. A security breach could harm the Fund’s reputation or result in the loss of some or all of the Fund’s assets. A resulting perception that the Security Procedures do not adequately protect the Fund’s assets could result in a loss of current or potential Shareholders, reducing demand for, and price of, the Shares.

The Fund’s assets may be subject to loss, damage, theft or restriction on access.

There is a risk that some or all of the Fund’s assets could be lost, stolen or destroyed. The Sponsor believes that the Fund’s assets held in the Bitcoin Account will be an appealing target to hackers or malware distributors seeking to destroy, damage or steal the Fund’s assets. Although the Bitcoin Custodian uses Security Procedures with various elements, neither the Bitcoin Custodian nor the Sponsor can guarantee the prevention of such loss, damage or theft, whether caused intentionally, accidentally or by an act of God. Access to the Fund’s assets could also be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Fund and, consequently, an investment in the Shares.

Risks Related to the Regulation of Bitcoin

Digital asset markets in the U.S. exist in a state of regulatory uncertainty, and adverse legislative or regulatory developments could significantly harm the value of bitcoin or the Shares, such as by banning, restricting or imposing onerous conditions or prohibitions on the use of bitcoin, mining activity, digital wallets, the provision of services related to trading and custodying bitcoin, the operation of the Bitcoin Network, or the digital asset markets generally.

There is a lack of consensus regarding the regulation of digital assets, including bitcoin, and their markets. As a result of the growth in the size of the digital asset market, as well as the 2022 Events, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, SEC, OCC, CFTC, FINRA, the Consumer Financial Protection Bureau (“CFPB”), the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS, state financial institution regulators, and others) have been examining the operations of digital asset networks, digital asset users and the digital asset markets. Many of these state and federal agencies have brought enforcement actions or issued consumer advisories regarding the risks posed by digital assets to investors. Ongoing and future regulatory actions with respect to digital assets generally or bitcoin in particular may alter, perhaps to a materially adverse extent, the nature of an investment in the Shares, the portion of the Shares’ value that is tied to bitcoin, or the ability of the Fund to continue to operate.

The 2022 Events, including among others the bankruptcy filings of FTX and its subsidiaries, Three Arrows Capital, Celsius Network, Voyager Digital, Genesis, BlockFi and others, and other more recent developments in the digital asset markets, have resulted in calls for heightened scrutiny and regulation of the digital asset industry, with a specific focus on intermediaries such as digital asset exchanges, platforms and custodians. Federal and state legislatures and regulatory agencies may introduce and enact new laws and regulations to regulate crypto asset intermediaries, such as digital asset exchanges and custodians. The March 2023 collapses of Silicon Valley Bank, Silvergate Bank, and Signature Bank, which in some cases provided services to the digital assets industry, may amplify and/or accelerate these trends. On January 3, 2023, the federal banking agencies issued a joint statement on crypto-asset risks to banking organizations following events which exposed vulnerabilities in the crypto-asset sector, including the risk of fraud and scams, legal uncertainties, significant volatility, and contagion risk. Although banking organizations are not prohibited from crypto-asset related activities, the agencies have expressed significant safety and soundness concerns with business models that are concentrated in crypto-asset related activities or have concentrated exposures to the crypto-asset sector.

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US federal and state regulators, as well as the White House, have issued reports and releases concerning crypto assets, including Bitcoin and crypto asset markets. Further, in 2023 the House of Representatives formed two new subcommittees: the Digital Assets, Financial Technology and Inclusion Subcommittee and the Commodity Markets, Digital Assets, and Rural Development Subcommittee, each of which were formed in part to analyze issues concerning crypto assets and demonstrate a legislative intent to develop and consider the adoption of federal legislation designed to address the perceived need for regulation of and concerns surrounding the crypto industry. However, the extent and content of any forthcoming laws and regulations are not yet ascertainable with certainty, and it may not be ascertainable in the near future. A divided Congress makes any prediction difficult. The Fund cannot predict how these and other related events will affect it or the crypto asset business.

In August 2021, the previous chair of the SEC stated that he believed investors using digital asset trading platforms are not adequately protected, and that activities on the platforms can implicate the securities laws, commodities laws and banking laws, raising a number of issues related to protecting investors and consumers, guarding against illicit activity, and ensuring financial stability. The chair expressed a need for the SEC to have additional authorities to prevent transactions, products, and platforms from “falling between regulatory cracks,” as well as for more resources to protect investors in “this growing and volatile sector.” The chair called for federal legislation centering on digital asset trading, lending, and decentralized finance platforms, seeking “additional plenary authority” to write rules for digital asset trading and lending. It is not possible to predict whether Congress will grant additional authorities to the SEC or other regulators, what the nature of such additional authorities might be, how they might impact the ability of digital asset markets to function or how any new regulations that may flow from such authorities might impact the value of digital assets generally and bitcoin held by the Fund specifically. The consequences of increased federal regulation of digital assets and digital asset activities could have a material adverse effect on the Fund and the Shares.

On January 21, 2025, the SEC’s acting Chairman Mark T. Uyeda announced the SEC Crypto Task Force. The task force has an objective of developing a comprehensive and clear regulatory framework for crypto assets. Following the task force announcement, on January 23, 2025, President Trump executed the Strengthening American Leadership in Digital Financial Technology Executive Order. It is currently unknown how the actions or recommendations of the task force and this Executive Order or future governmental actions may impact the status of bitcoin or any other digital asset as a “security” or how bitcoin or the Trust would be treated under any new or revised regulatory framework.

In June 2023, the SEC filed lawsuits against Coinbase and Binance, two large U.S. digital asset trading platforms, alleging that Coinbase and Binance had been operating as unregistered securities exchanges, brokers and clearing agencies in violation of U.S. federal securities laws. While the SEC has not alleged that bitcoin is a security, the outcome of these enforcement actions and others may result in the substantial restructuring of the digital asset market in the United States. However, the SEC has recently faced setbacks in U.S. courts in its attempt to regulate the digital asset markets. In July 2023, the U.S. District Court for the Southern District of New York ruled on the SEC’s action against Ripple Labs, Inc. The court found that offers and sales of XRP, a digital token, to institutions and sophisticated individuals constituted securities transactions, but that offers and sales of XRP on crypto exchanges, distributions to employees, and other third-party developers were not securities transactions. More recently, the D.C. Circuit Court found that the SEC’s denial of the Grayscale Bitcoin Trust’s listing was “arbitrary and capricious” under the Administrative Procedures Act in light of the SEC’s approval of two similar bitcoin futures-based ETPs. Nonetheless, until the SEC’s numerous actions against digital asset market participants are resolved, the structure of the digital asset market in the United States will remain subject to substantial regulatory risk, which may impact the demand for digital assets and the continued availability of existing exchanges and offerings.

FinCEN requires any administrator or exchanger of convertible digital assets to register with FinCEN as a money transmitter and comply with the anti-money laundering (“AML”) regulations applicable to money transmitters. Entities which fail to comply with such regulations are subject to fines, may be required to cease operations, and could have potential criminal liability. For example, in 2015, FinCEN assessed a $700,000 fine against a sponsor of a digital asset for violating several requirements of the Bank Secrecy Act by acting as a money services business, or “MSB,” and selling the digital asset without registering with FinCEN, and by failing to implement and maintain an adequate AML program. In 2017, FinCEN assessed a $110 million fine against BTC-e, a now defunct digital asset exchange, for similar violations. The requirement that exchangers that do business in the U.S. register with FinCEN and comply with AML regulations may increase the cost of buying and selling bitcoin and therefore may adversely affect the price of bitcoin and an investment in the Shares.

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In May 2025, the staff of the Division of Trading and Markets of the SEC released guidance in the form of frequently asked questions relating to crypto asset activities. The SEC staff’s guidance addressed several key points for broker-dealers acting as Authorized Participants. According to the guidance, broker-dealers may custody non-security crypto assets and may treat crypto asset securities as being held at a permissible “control location” under Exchange Act Rule 15c3-3(c). The guidance also clarified that broker-dealers may conduct non-security crypto asset businesses, including facilitating transactions in crypto asset securities that settle in crypto rather than cash. In addition, broker-dealers may hold crypto assets as proprietary positions for net capital purposes, subject to applicable haircuts and other limitations. Furthermore, the SEC staff indicated that broker-dealers may engage in in-kind creations and redemptions for spot crypto exchange-traded products. However, this guidance is non-binding, and may be modified, superseded, or withdrawn at any time without notice, as emphasized in the guidance. Additionally, there is no guarantee that Authorized Participants will actually transact in-kind at all despite this guidance.

The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury (the “U.S. Treasury Department”) has added digital currency addresses to the list of Specially Designated Nationals whose assets are blocked, and with whom U.S. persons are generally prohibited from dealing. Such actions by OFAC, or by similar organizations in other jurisdictions, may introduce uncertainty in the market as to whether bitcoin that has been associated with such addresses in the past can be easily sold. This “tainted” bitcoin may trade at a substantial discount to untainted bitcoin. Reduced fungibility in the digital asset markets may reduce the liquidity of bitcoin and therefore adversely affect their price.

In February 2020, then-U.S. Treasury Secretary Steven Mnuchin stated that digital assets were a “crucial area” on which the U.S. Treasury Department has spent significant time. Secretary Mnuchin announced that the U.S. Treasury Department is preparing significant new regulations governing digital asset activities to address concerns regarding the potential use for facilitating money laundering and other illicit activities. In December 2020, FinCEN, a bureau within the U.S. Treasury Department, proposed a rule that would require financial institutions to submit reports, keep records, and verify the identity of customers for certain transactions to or from so-called “unhosted” wallets, also commonly referred to as self-hosted wallets. In January 2021, U.S. Treasury Secretary nominee Janet Yellen stated her belief that regulators should “look closely at how to encourage the use of digital assets for legitimate activities while curtailing their use for malign and illegal activities.”

President Trump’s January 23, 2025 Executive Order, titled “Strengthening American Leadership in Digital Financial Technology, aimed to reorient the federal government’s approach to digital assets. The Executive Order emphasized the importance of the digital asset industry in innovation and economic development, and outlined policies to support the growth and use of digital assets, blockchain technology and related technologies. President Trump’s order also revoked former President Biden’s March 9, 2022 Executive Order, titled, “Responsible Development of Digital Assets” and the U.S. Department of Treasury’s July 7, 2022 “Framework for International Engagement of Digital Assets” and all policies, directives and guidance issued pursuant to those items produced by the previous administration. The consequences of federal regulation of digital assets and digital asset activities could have a material adverse effect on the Trust and the Shares. If the Sponsor determines not to comply with such regulatory and registration requirements, it may seek to cease certain or all of the Trust’s operations. Any such action could have a material adverse effect on our business, financial condition and results of operations.

The entire cryptocurrency industry experienced a significant drawdown in 2022, particularly throughout the latter half of the year. The decline was due to numerous factors, including a slowing macroeconomic environment, rising interest rates, expiring pandemic financial assistance, and the public collapse of several major industry participants, including Three Arrows Capital, Voyager, Celsius, and most recently, FTX and Genesis. The cryptocurrency industry’s turbulent drawdown in 2022 drew increased regulatory scrutiny from the U.S. Congress, SEC, and CFTC. It is possible future negative developments in the cryptocurrency industry and markets may lead to other firm failures and additional regulatory involvement.

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Under regulations from the NYDFS, businesses involved in digital asset business activity for third parties in or involving New York, excluding merchants and consumers, must apply for a license, commonly known as a BitLicense, from the NYDFS and must comply with AML, cyber security, consumer protection, and financial and reporting requirements, among others. As an alternative to a BitLicense, a firm can apply for a charter to become a limited purpose trust company under New York law qualified to engage in certain digital asset business activities. Other states have considered or approved digital asset business activity statutes or rules, passing, for example, regulations or guidance indicating that certain digital asset business activities constitute money transmission requiring licensure.

The inconsistency in applying money transmitting licensure requirements to certain businesses may make it more difficult for these businesses to provide services, which may affect consumer adoption of bitcoin and its price. In an attempt to address these issues, the Uniform Law Commission passed a model law in July 2017, the Uniform Regulation of Virtual Currency Businesses Act, which has many similarities to the BitLicense and features a multistate reciprocity licensure feature, wherein a business licensed in one state could apply for accelerated licensure procedures in other states. It is still unclear, however, how many states, if any, will adopt some or all of the model legislation.

Law enforcement agencies have often relied on the transparency of blockchains to facilitate investigations. However, certain privacy-enhancing features have been, or are expected to be, introduced to a number of digital asset networks. If the Bitcoin Network were to adopt any of these features, these features may provide law enforcement agencies with less visibility into transaction-level data. Europol, the European Union’s law enforcement agency, released a report in October 2017 noting the increased use of privacy-enhancing digital assets like Zcash and Monero in criminal activity on the internet. Although no regulatory action has been taken to treat privacy-enhancing digital assets differently, this may change in the future.

A determination that bitcoin or any other digital asset is a “security” may adversely affect the value of bitcoin and the portion of the Shares’ value that is tied to bitcoin, and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Fund.

Depending on its characteristics, a digital asset may be considered a “security” under the federal securities laws. The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict. Public, though non‑binding, statements by senior officials at the SEC indicate that the SEC does not consider bitcoin to be a security, at least currently, and the staff has provided informal assurances to a handful of promoters that their digital assets are not securities. On the other hand, the SEC has brought enforcement actions against the promoters of several other digital assets on the basis that the digital assets in question are securities.

Whether a digital asset is a security under the federal securities laws depends on whether it is included in the lists of instruments making up the definition of “security” in the Securities Act, the Exchange Act and the Investment Company Act. Digital assets as such do not appear in any of these lists, although each list includes the terms “investment contract” and “note,” and the SEC has typically analyzed whether a particular digital asset is a security by reference to whether it meets the tests developed by the federal courts interpreting these terms, known as the Howey and Reves tests, respectively. For many digital assets, whether or not the Howey or Reves tests are met is difficult to resolve definitively, and substantial legal arguments can often be made both in favor of and against a particular digital asset qualifying as a security under one or both of the Howey and Reves tests. Adding to the complexity, the SEC staff has indicated that the security status of a particular digital asset can change over time as the relevant facts evolve.

As part of determining whether bitcoin is a security for purposes of the federal securities laws, the Sponsor takes into account a number of factors, including the various definitions of “security” under the federal securities laws and federal court decisions interpreting elements of these definitions, such as the U.S. Supreme Court’s decisions in the Howey and Reves cases, as well as reports, orders, press releases, public statements and speeches by the SEC and its staff providing guidance on when a digital asset may be a security for purposes of the federal securities laws. Finally, the Sponsor discusses the security status of bitcoin with its external securities lawyers. Through this process the Sponsor believes that it is applying the proper legal standards in determining that bitcoin is not a security in light of the uncertainties inherent in the Howey and Reves tests. However, because of these uncertainties, the Sponsor acknowledges that bitcoin may in the future be found by the SEC or a federal court to be a security notwithstanding the Sponsor’s prior conclusion; and the Sponsor’s prior conclusion, even if reasonable under the circumstances, would not preclude legal or regulatory action based on the presence of a security.

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The Sponsor may dissolve the Fund if the Sponsor determines bitcoin is a security under the federal securities laws, whether that determination is initially made by the Sponsor itself, or because the SEC or a federal court subsequently makes that determination. Because the legal tests for determining whether a digital asset is or is not a security often leave room for interpretation, for so long as the Sponsor believes there to be good faith grounds to conclude that the Fund’s bitcoin is not a security, the Sponsor does not intend to dissolve the Fund on the basis that bitcoin could at some future point be determined to be a security.

Any enforcement action by the SEC or a state securities regulator asserting that bitcoin is a security, or a court decision, to that effect would be expected to have an immediate material adverse impact on the trading value of Bitcoin, as well as the Shares. This is because the business models behind most digital assets are incompatible with regulations applying to transactions in securities. If a digital asset is determined or asserted to be a security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodied in the United States through the same channels used by non‑security digital assets, which in addition to materially and adversely affecting the trading value of the digital asset is likely to significantly impact its liquidity and market participants’ ability to convert the digital asset into U.S. dollars.

For example, in 2020 the SEC filed a complaint against the promoters of XRP alleging that they raised more than $1.3 billion through XRP sales that should have been registered under the federal securities laws, but were not. In the years prior to the SEC’s action, XRP’s market capitalization at times reached over $100 billion. However, in the weeks following the SEC’s complaint, XRP’s market capitalization fell to less than $10 billion, which was less than half of its market capitalization in the days prior to the complaint. In July 2023, the U.S. District Court for the Southern District of New York ruled on the SEC’s action against Ripple Labs, Inc. The court found that offers and sales of XRP to institutions and sophisticated individuals constituted securities transactions, but that offers and sales of XRP on crypto exchanges, distributions to employees, and other third-party developers were not securities transactions. The SEC’s action against XRP’s promoters underscores the continuing uncertainty around which digital assets are securities, and demonstrates that such factors as how long a digital asset has been in existence, how widely held it is, how large its market capitalization is and that it has actual usefulness in commercial transactions, ultimately may have no bearing on whether the SEC or a court will find it to be a security.

In addition, if bitcoin is determined to be a security, the Fund could be considered an unregistered “investment company” under SEC rules, which could necessitate the Fund’s liquidation. In this case, the Fund and the Sponsor may be deemed to have participated in an illegal offering of securities and there is no guarantee that the Sponsor will be able to register the Fund under the Investment Company Act at such time or take such other actions as may be necessary to ensure the Fund’s activities comply with applicable law, which could force the Sponsor to liquidate the Fund.

Moreover, whether or not the Sponsor or the Fund were subject to additional regulatory requirements as a result of any SEC or federal court determination that its assets include securities, the Sponsor may nevertheless decide to terminate the Fund, in order, if possible, to liquidate the Fund’s assets while a liquid market still exists. As a result, if the SEC or a federal court were to determine that bitcoin is a security, it is likely that the portion of the Shares’ value that is tied to bitcoin would decline significantly, and that the Fund itself would be terminated and, if practical, its assets liquidated.

Future and current regulations by a U.S. or foreign government or quasi-governmental agency could have an adverse effect on an investment in the Fund.

The regulation of bitcoin and related products and services continues to evolve, may take many different forms and will, therefore, impact the Bitcoin Network and bitcoin and their usage in a variety of manners. The inconsistent and sometimes conflicting regulatory landscape may make it more difficult for bitcoin businesses to provide services, which may impede the growth of the bitcoin economy and have an adverse effect on consumer adoption of bitcoin. There is a possibility of future regulatory change altering, perhaps to a material extent, the nature of an investment in the Shares or the ability of the Fund to continue to operate.

Changes to current regulatory determinations of bitcoin’s status under federal or state securities laws, changes to regulations surrounding bitcoin futures or related products, or actions by a U.S. or foreign government or quasi-governmental agency exerting regulatory authority over bitcoin, the Bitcoin Network, bitcoin trading, or related activities impacting other parts of the digital asset market, may adversely impact bitcoin and therefore may have an adverse effect on the value of an investment in the Fund.

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If the Bitcoin Network is used to facilitate illicit activities or evade sanctions, businesses that facilitate transactions in bitcoin could be at increased risk of criminal or civil lawsuits, or of having services cut off, which could negatively affect the price of bitcoin and the value of the Shares.

Digital asset networks have in the past been, and may continue to be, used to facilitate illicit activities. If the Bitcoin Network is used to facilitate illicit activities or evade sanctions, businesses that facilitate transactions in bitcoin could be at increased risk of potential criminal or civil lawsuits, or of having banking or other services cut off, and bitcoin could be removed from digital asset trading platforms as a result of these concerns. Other service providers of such businesses may also cut off services if there is a concern that the Bitcoin Network is being used to facilitate crime. Any of the aforementioned occurrences could increase regulatory scrutiny of the Bitcoin Network and/or adversely affect the price of bitcoin, the attractiveness of the Bitcoin Network and an investment in the Shares of the Trust.

The Fund and the Sponsor, acting on behalf of the Fund, directly interact with parties that are themselves subject to AML program requirements under the Bank Secrecy Act or similar laws.

The Authorized Purchasers are registered broker-dealers or financial institutions exempt from broker-dealer registration and therefore are subject to AML and countering the financing of terrorism obligations under the Bank Secrecy Act as administered by FinCEN and further overseen by the SEC and FINRA. In accordance with its regulatory obligations, the Authorized Purchasers conduct customer due diligence.

When the Fund and the Sponsor, acting on behalf of the Fund, buy, sell or deliver, as applicable, bitcoin, they transact directly with financial institution counterparties that are subject to U.S. federal and/or state licensing requirements or similar laws in non-U.S. jurisdictions and maintain practices and policies designed to comply with AML and KYC regulations or similar laws in non-U.S. jurisdictions. The Fund will not hold any bitcoin except those that have been delivered by the Fund’s Bitcoin Trading Counterparties in connection with creation requests.

If the Sponsor, the Fund, or an Authorized Purchaser were nevertheless to transact with such a sanctioned entity, the Sponsor, the Fund, and such Authorized Purchaser would be at increased risk of potential criminal or civil lawsuits.

If regulatory changes or interpretations of an Authorized Purchaser’s activities require the regulation of an Authorized Purchaser as a money service business under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act or as a money transmitter or virtual currency business under state regimes for the licensing of such businesses, an Authorized Purchaser may be required to register and comply with such regulations, which could result in extraordinary, recurring and/or nonrecurring expenses to the Authorized Purchaser or increased commissions for the Authorized Purchaser’s clients, thereby reducing the liquidity of the Fund.

To the extent that the activities of an Authorized Purchaser cause it to be deemed a “money services business” under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, an Authorized Purchaser may be required to comply with FinCEN regulations, including those that would mandate an Authorized Purchaser to implement AML programs, make certain reports to FinCEN and maintain certain records. Similarly, the activities of an Authorized Purchaser may require it to be licensed as a money transmitter or as a virtual currency business, such as under NYDFS’s BitLicense scheme.

Such additional regulatory obligations may cause the Authorized Purchaser to incur extraordinary expenses, possibly increasing the levels of the commissions that an Authorized Purchaser charges its clients in a material and adverse manner. If an Authorized Purchaser determines not to comply with such additional regulatory and registration requirements, an Authorized Purchaser may terminate its role as an Authorized Purchaser of the Fund. Such a termination may decrease the liquidity of the Fund.

Additionally, to the extent an Authorized Purchaser is found to have operated without appropriate state or federal licenses, it may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which would harm the reputation of the Fund or its Sponsor, decrease the liquidity of the Fund, and have a material adverse effect on the price of the Shares.

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Banks may not provide banking services, or may cut off banking services, to businesses that provide bitcoin-related services or that accept bitcoin as payment, which could damage the public perception of bitcoin and the utility of bitcoin as a payment system and could decrease the price of bitcoin and adversely affect the portion of the Shares’ value that is tied to bitcoin.

A number of companies that provide bitcoin-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to bitcoin-related companies or companies that accept bitcoin for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide bitcoin-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may be currently decreasing the usefulness of bitcoin as a payment system and harming public perception of bitcoin or could decrease its usefulness and harm its public perception in the future. Similarly, the usefulness of bitcoin as a payment system and the public perception of bitcoin could be damaged if banks were to close the accounts of many or of a few key businesses providing bitcoin-related services. This could decrease the price of bitcoins and therefore adversely affect the portion of the Shares’ value that is tied to bitcoin.

It may be illegal now, or in the future, to acquire, own, hold, sell or use bitcoins in one or more countries, and ownership of, holding or trading in Shares may also be considered illegal and subject to sanctions.

The U.S., China, Russia or other jurisdictions may take regulatory actions in the future that severely restrict the right to acquire, own, hold, sell or use bitcoins or to exchange bitcoins for fiat currency. Such an action may also result in the restriction of ownership, holding or trading in the Shares due to their bitcoin component. Such a restriction could subject the Fund or its Sponsor to investigations, civil or criminal fines and penalties, which could harm the reputation of the Fund or its Sponsor and could result in the termination and liquidation of the Fund at a time that is disadvantageous to Shareholders or may adversely affect an investment in the Shares.

If regulatory changes or interpretations of the Fund’s or Sponsor’s activities require registration as money service businesses under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act or as money transmitters or digital currency businesses under state regimes for the licensing of such businesses, the Fund and/or Sponsor could suffer reputational harm and also extraordinary, recurring and/or nonrecurring expenses, which would adversely impact an investment in the Shares.

If regulatory changes or interpretations of the Fund’s or Sponsor’s activities require the registration of the Fund or Sponsor as a money services business under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, the Fund or Sponsor may be required to register and comply with such regulations. If regulatory changes or interpretations of the Fund’s or Sponsor’s activities require the licensing or other registration as a money transmitter or business engaged in digital currency activity (e.g., under the New York BitLicense regime) (or equivalent designation) under state law in any state in which the Fund or Sponsor operates, the Fund or Sponsor may be required to seek licensure or otherwise register and comply with such state law. In the event of any such requirement, to the extent that the Sponsor decides to continue the Fund, the required registrations, licensure and regulatory compliance steps may result in extraordinary, nonrecurring expenses to the Fund. Regulatory compliance would include, among other things, implementing AML and consumer protection programs. The Sponsor may also decide to terminate the Fund. Any termination of the Fund in response to the changed regulatory circumstances may be at a time that is disadvantageous to Shareholders.

To the extent the Fund or its Sponsor is found to have operated without appropriate state or federal licenses, it may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties, all of which would harm the reputation of the Fund or its Sponsor, decrease the liquidity of the Fund, and have a material adverse effect on the price of the Shares. If the Sponsor decides to comply with such additional federal or state regulatory obligations and continue the Fund, the required registrations, licensure and regulatory compliance steps may result in extraordinary, nonrecurring expenses to the Fund, possibly affecting an investment in the Shares in a material and adverse manner. Furthermore, the Fund and its service providers may not be capable of complying with certain federal or state regulatory obligations applicable to money service businesses’ money transmitters and businesses involved in digital currency business activity. If the Sponsor determines not to comply with such requirements, the Sponsor will act to dissolve and liquidate the Fund. Any such termination could result in the liquidation of the Fund’s bitcoins at a time that is disadvantageous to Shareholders.

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Risks Related to Carbon Credit Futures

The Fund is subjected to exposure to risks of futures contracts.

The primary risks associated with the use of futures contracts include: (a) an imperfect correlation between the change in market value of the reference asset and the price of the futures contract; (b) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the inability to predict correctly the direction of market prices, interest rates, currency exchange rates and other economic factors; and (e) risks associated with the underlying asset. Market fraud and/or manipulation and other fraudulent trading practices such as the intentional dissemination of false or misleading information (e.g., false rumors) can, among other things, lead to a disruption of the orderly functioning of markets, significant market volatility, and cause the value of Carbon Credit Futures to fluctuate quickly and without warning. Depending on the timing of an investor’s purchases and sales of the Fund’s Shares, these pricing anomalies could cause the investor to incur losses.

As a futures contract the Fund owns approaches its settlement date, the Fund may sell that futures contract and reinvest the proceeds in a similar contract with a more distant settlement date. This process is referred to as “rolling” a futures contract. The successful use of such a strategy depends upon the Sponsor’s skill and experience. Although the Fund will attempt to roll from an expiring futures contract to another contract to mirror that of the Index, the Fund nevertheless may incur a cost to “roll” the contract. In a commodity futures market where current month expiring contracts trade at a lower price than next month’s contract, a situation referred to as “contango,” absent the impact of the overall movement in commodity prices, the Fund may experience an adverse impact because it would be selling less expensive contracts and buying more expense contracts. In the event of a prolonged period of contango, and absent the impact of rising or falling commodity prices, there could be a significant negative impact on the Fund when it “rolls” its futures contract positions.

Futures contracts are subject to inherent leverage risk because they are typically secured by margin deposits representing a small percentage of a futures contract’s entire market value.

Commodity pools’ trading positions in futures contracts are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s entire market value. This feature creates the potential for commodity pools to “leverage” their assets by purchasing or selling futures contracts with an aggregate notional amount in excess of the commodity pool’s assets.

The Fund is subject to the risks associated with Commodity-Linked Derivatives.

The value of a commodity-linked derivative investment typically is based upon the price movements of a physical commodity and may be affected by changes in overall market movements, volatility of an index, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, embargoes, tariffs and international economic, political and regulatory developments. Investments in commodity-linked derivatives may be subject to greater volatility than non-derivative based investments. Commodity-linked derivatives also may be subject to credit and interest rate risks that in general affect the values of debt securities.

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The Fund’s usage of commodities derivatives investments involves additional, and potentially greater, risks of investing in the underlying asset directly.

The use of derivatives (including futures and forwards) involves risks different from, or possibly greater than, the risks of investing directly in the underlying commodity. These risks include, but are not limited to, leverage risk, liquidity risk, valuation risk, market risk, counterparty risk, and credit risk. Derivatives may at times be highly illiquid, and the Fund may not be able to close out or sell a derivative at a particular time or at an anticipated price. Derivatives can be difficult to value and valuation may be more difficult in times of market turmoil. There may be imperfect correlation between the derivative and that of the reference asset, resulting in unexpected returns that could materially adversely affect the Fund. Derivatives are also subject to additional risks such as operational risk, including settlement issues, and legal risk, including that underlying documentation is incomplete or ambiguous. Certain derivatives (such as swaps and options) are bi-lateral agreements that expose the Fund to counterparty risk. A counterparty (the other party to a transaction or an agreement or the party with which the Fund executes transactions) to a transaction with the Fund may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations. If the counterparty or its affiliate becomes insolvent, bankrupt or defaults on its payment obligations to the Fund, the value of an investment held by the Fund may decline. Additionally, if any collateral posted by the counterparty for the benefit of the Fund is insufficient or there are delays in the Fund’s ability to access such collateral, the Fund may not be able to achieve its investment objective. In addition, the Fund may enter into transactions with a limited number of counterparties, which may increase the Fund’s exposure to counterparty credit risk. Further, there is a risk that no suitable counterparties will be willing to enter into, or continue to enter into, transactions with the Fund and, as a result, the Fund may not be able to achieve its inverse investment objective or may decide to change its inverse investment objective.

Position limits and margin requirements, among other limitations, may have the potential to cause tracking error, which could cause the price of Shares to substantially vary from the Index.

If the Fund’s ability to obtain exposure to Carbon Credit Futures to mirror the exposure of the Index is disrupted for any reason, including but not limited to, limited liquidity in the Carbon Credit Futures markets, a disruption to the Carbon Credit Futures market, or as a result of margin requirements or position limits imposed by the Fund’s FCMs, the exchanges on which the Carbon Credit Futures trade, or the CFTC, the Fund would not be able to achieve its investment objective and may experience significant losses.

Position limits, accountability limits and dynamic price fluctuation limits may limit the Fund’s ability to invest the proceeds of Baskets in Carbon Credit Futures. As a result, when the Fund sells Baskets it may be limited in its ability to invest in Carbon Credit Futures. In such a case, the Fund may hold larger amounts of cash and cash equivalents, which will impair the Fund’s ability to meet its investment objective of tracking the Index.

Price fluctuation limits may contribute to a lack of liquidity and have a negative impact on Fund performance. During periods of market illiquidity, including periods of market disruption and volatility, it may be difficult or impossible for the Fund to buy or sell futures at desired prices or at all.

The Fund is subject to risks associated with carbon emissions allowances and cap-and-trade regimes due to its investment in Carbon Credit Futures.

There is no assurance that cap-and-trade regimes will continue to exist. Cap-and-trade regimes were designed to attempt to put a cap on pollution by putting a price on carbon emissions, but the approach may not prove to be an effective method of reducing GHG emissions and or in achieving climate change objectives. As a result or due to other factors, cap-and-trade regimes may be terminated or may not be renewed upon their expiration. New technologies may arise that may diminish or eliminate the need for cap-and-trade markets. Ultimately, the cost of emissions credits is determined by the cost of actually reducing emissions levels. If the price of credits becomes too high, it will be more economical for companies to develop or invest in green technologies, thereby suppressing the demand for credits and adversely affecting the Fund.

Cap-and-trade regimes set emission limits (i.e., the right to emit a certain quantity of GHG emissions), which can be allocated or auctioned to the parties regulated under the regime up to the total emissions cap. This allocation may be larger or smaller than is needed for a stable price of credits and can lead to large price volatility and may impact the Fund. Depending upon the industries covered under the cap-and-trade regime, unpredictable demand for their products and services can affect the value of GHG emissions credits. For example, very mild winters or very cool summers can decrease demand for electric utilities and therefore require fewer carbon credits to offset reduced production and GHG emissions.

If fines or other penalties for non-compliance are not enforced, incentives to purchase GHG credits will deteriorate, which could result in a decline in the price of emissions credits and may adversely impact the Fund.

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Climate change regulations may change, which could cause loss in value of the carbon underlying the Carbon Credit Futures and the Carbon Credit Futures itself.

The Fund is subject to the risk that a change in law and related regulations will impact the way the Fund operates, increase the particular costs of the Fund’s operations and/or change the competitive landscape. Additional legislative or regulatory changes could occur that may materially and adversely affect the Fund.

Governments around the world are increasingly focused on enacting laws and regulations regarding climate change and regulation of GHGs. Lawmakers and regulators in the jurisdictions in the United States and Europe have proposed or enacted regulations requiring reporting of greenhouse gas emissions and the restriction thereof. In addition, efforts have been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues and impose reductions of hydrocarbon-based fuels, and encouraging the implementation of net-zero GHG emission pledges.

In recent years, the U.S. Congress has considered legislation to reduce emissions of GHGs and has included climate change considerations in its funding bills. For example, the Inflation Reduction Act of 2022, which appropriates significant federal funding for renewable energy initiatives, was signed into law in August 2022 and could accelerate the transition away from fossil fuels. In November 2021, the Biden Administration released “The Long-Term Strategy of the United States: Pathways to Net-Zero Greenhouse Gas Emissions by 2050,” which establishes a roadmap to net zero emissions in the United States by 2050 through, among other things, improving energy efficiency, decarbonizing energy sources via electricity, hydrogen and sustainable biofuels, eliminating subsidies provided to the fossil fuel industry, reducing non-CO2 GHG emissions and increasing the emphasis on climate-related risks across government agencies and economic sectors.

At the international level, the United States re-entered the United Nations-sponsored “Paris Agreement,” a non-binding agreement for nations to limit their greenhouse gas emissions through individually determined reduction goals every five years after 2020, shortly after President Biden took office in February 2021. Then, in April 2021, President Biden announced a new, more rigorous nationally determined emissions reduction level of 50%-52% reduction from 2005 levels in economy-wide net GHG emissions by 2030. The international community has since gathered again in November 2021, November 2022, and December 2023 for the annual United Nations Climate Change Conference of the Parties, where the U.S., the European Union, and other partners announced reaffirmed their emissions reduction commitments and made further climate change goals. Most recently, the parties agreed to transition “away from fossil fuels in energy systems in a just, orderly and equitable manner” and increase renewable energy capacity so as to achieve net zero by 2050, although no timeline for doing so was set. The impacts of these orders, pledges, agreements and any legislation or regulation promulgated to fulfill the U.S.’s commitments under the Paris Agreement or other international conventions cannot be predicted at this time.

The proposed rules and initiatives addressing climate change described above are subject to intense political debate and their adoption or implementation will likely be impacted by the change in presidential administration resulting from the 2024 United States presidential election.

Regulatory risk related to changes in regulation and enforcement of cap-and-trade regimes could adversely affect market behavior. In addition, as cap-and-trade markets and carbon credit markets develop, new regulation with respect to these markets may arise, which could have a negative effect on the value and liquidity of the cap-and-trade markets and the Fund. For example, regulatory changes to the CCM or VCM regimes to which the Carbon Credit Futures are tied, including changes to target emission levels, the emission sources and greenhouse gases covered by the regime, the allowance allocation system, the ability to “bank” allowances for or “borrow” allowances from a future year, and the types of offsets permitted to lower the overall costs of meeting the emission cap, among others, could impact the cost of reducing emissions levels and, as a result, the cost of emissions credits and may adversely impact the Fund.

There is no assurance that CCM regimes will continue to exist.

There is no assurance that CCM regimes will continue to exist. Cap-and-trade regimes were designed to attempt to put a cap on pollution by putting a price on carbon emissions, but the approach may not prove to be an effective method of reduction in GHG emissions and or in achieving climate change objectives. As a result or due to other factors, cap-and-trade regimes may be terminated or may not be renewed upon their expiration. New technologies may arise that may diminish or eliminate the need for CCMs. Ultimately, the cost of emissions credits is determined by the cost of actually reducing emissions levels. If the price of credits becomes too high, it will be more economical for companies to develop or invest in green technologies, thereby suppressing the demand for credits and adversely affect the Fund. Cap-and-trade regimes set emission limits (i.e., the right to emit a certain quantity of GHG emissions), which can be allocated or auctioned to the parties regulated under the regime up to the total emissions cap. This allocation may be larger or smaller than is needed for a stable price of credits and can lead to large price volatility and may impact the Fund. Depending upon the industries covered under the CCM regime, unpredictable demand for their products and services can affect the value of GHG emissions credits. For example, very mild winters or very cool summers can decrease demand for electric utilities and therefore require fewer carbon credits to offset reduced production and GHG emissions. If fines or other penalties for non-compliance are not enforced, incentives to purchase GHG credits will deteriorate, which could result in a decline in the price of emissions credits and may adversely impact the Fund.

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The Fund is also exposed to the risks of the underlying commodity, the carbon credits, linked to the Carbon Credit Futures.

The Fund is exposed to multiple geographic risks due to obtaining exposure to carbon markets in multiple geographic regions through its exposure to the Carbon Credit Futures that comprise the Index.

The Fund’s investments are expected to be in various countries or regions and, therefore the Fund may be susceptible to adverse market, political, regulatory, and geographic events affecting that country, countries or region. Such geographic focus also may subject the Fund to a higher degree of volatility than a more geographically diversified fund.

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European Union Risk. Because the Fund is exposed to carbon credits issued under the EU ETS cap-and-trade program, the Fund’s performance may be negatively impacted by factors affecting the European Union. The economies of the European Union are dependent to a significant extent on those of certain key trading partners, including China, the United States, and other European countries. A reduction in spending on products and services exported from the European Union, or volatility in the financial markets of member countries, may have an adverse impact on the broader European Union economy and could adversely affect the Fund. Separately, the European Union faces issues involving its membership, structure, procedures and policies. The United Kingdom (UK) officially withdrew from the European Union on January 31, 2020. The UK, European Union and broader global economy may still experience volatility in foreign exchange markets as a result of these events. The UK’s withdrawal may also destabilize some or all of the other European Union member countries and/or the Eurozone. The exit of additional member states from the European Union would subject its currency and banking system to increased risk and would likely result in increased volatility, illiquidity and potentially lower economic growth in the affected markets. Additionally, the reintroduction of national currencies in one or more European Union countries or the abandonment of the Euro as a currency could adversely affect the Fund.

●

California Risk. Because the Fund is exposed to carbon credits issued under the CCA cap-and-trade program, the Fund’s performance also may be negatively impacted by factors affecting California. For example, natural disasters may disrupt the local, state or regional economy or certain sectors of the economy and may impact the prices of such carbon credit futures. California’s budget and fiscal operations face certain structural impediments and rely on revenue sources which have been historically sensitive to the economic environment. California’s diverse economy is the largest in the United States and one of the largest in the world with major components including high technology, trade, entertainment, manufacturing, tourism, construction, agriculture and services. Any downturn in these sectors or related industries may adversely affect the economy of the state and the prices of such Carbon Credit Futures.

-47-

●

Eastern U.S. Risk. Because the Fund is exposed to carbon credits issued under the RGGI cap-and-trade program, the Fund’s performance also may be negatively impacted by factors affecting the Eastern region of the United States. For example, flooding, warming temperatures, and precipitation variability are growing challenges in the Eastern region of the United States and may disrupt the local, state, or regional economies of the Eastern states or certain sectors of those economies and may impact the prices of such carbon credit futures. The economies of the Eastern region of the United States are comprised of components including agriculture, tourism, professional services, and manufacturing. Any downturn in these sectors or related industries may adversely affect the economy of the Eastern region of the United States and the prices of such Carbon Credit Futures.

The Fund may experience risks related to the energy, agriculture and metal sectors associated with its trading in carbon credit futures contracts.

The market values of the companies in the energy, agriculture and metal sectors and industries are highly dependent on supply and demand resources, economic conditions, and technological advances among other factors. As a result, these sectors and industries can be volatile segments of the market. Companies in these sectors are also frequently subject to substantial regulation and may be subject to competitive or fixed pricing structures, which may increase the cost of business and limit potential earnings. Companies in these sectors also may have significant exposure to emerging markets or developing countries and, thus, be subject to a greater risk of expropriation, nationalization or other adverse governmental policies.

The price relationship between the Carbon Credit Futures at any point in time and the Carbon Credit Futures that will become Carbon Credit Futures on the next roll date will vary and may impact both the Fund’s total return.

The design of the Index is such that the Carbon Credit Futures will change one time per year, and the Fund’s investments must be rolled accordingly to reflect the changing composition of the Index. In the event of a carbon credit futures market where near to expire contracts trade at a higher price than longer to expire contracts, a situation referred to as “backwardation,” then absent the impact of the overall movement in carbon credit prices the value of the Carbon Credit Futures would tend to rise as they approach expiration. As a result, the Fund may benefit because it would be selling more expensive contracts and buying less expensive ones on an ongoing basis. Conversely, in the event of a carbon credit futures market where near to expire contracts trade at a lower price than longer to expire contracts, a situation referred to as “contango,” then absent the impact of the overall movement in carbon credit prices the value of the Carbon Credit Futures would tend to decline as they approach expiration. As a result, the Fund’s total return may be lower than might otherwise be the case because it would be selling less expensive contracts and buying more expensive ones. The impact of backwardation and contango may lead the total return of the Fund to vary significantly from the total return of other price references. In the event of a prolonged period of contango, and absent the impact of rising or falling carbon credit prices, this could have a significant negative impact on the Fund’s NAV and total return, and you could incur a significant loss of your investment in the Fund.

The Fund may have a limited number of Futures Commission Merchants to buy and sell Carbon Credit Futures.

The Fund may have a limited number of FCMs through which it may buy Carbon Credit Futures, and currently has [__] FCMs through which it buys and sells futures contracts. Volatility in the carbon credit markets may lead to the Fund’s FCMs to impose risk mitigation procedures that could limit the Fund’s investment in Carbon Credit Futures beyond the accountability and position limits imposed by futures contract exchanges as discussed herein. An FCM could impose a financial ceiling on initial margin that could change and become more or less restrictive on the Fund’s activities depending upon a variety of conditions beyond the Sponsor’s control. If the Fund’s FCMs were to impose position limits, or if any other FCM with which the Fund establishes a relationship in the future were to impose position limits, the Fund’s ability to meet its investment objective could be negatively impacted. The Fund will seek to monitor and manage its existing relationships with its FCMs and will seek additional relationships with FCMs as needed.

The fragmented nature of data regarding the European Union carbon market and the lack of a centralized market monitoring of the European Union carbon market may make it more difficult to identify potential market manipulation and abusive practices.

Due to the existing legal framework, data regarding the European Union carbon market is fragmented, with each available dataset having a specific scope regarding the counterparties and types of instruments covered. Additionally, while all EU ETS operations have been centralized into a single EU registry operated by the EU Commission in 2012, there is no centralized market monitoring of the EU Carbon Market and is instead largely conducted by individual EU member states, namely Germany, Netherlands and Norway.

-48-

As a result of this lack of centralized market monitoring of the EU carbon market at the EU level, tools to detect and deter fraudulent or manipulative trading activities (such as market manipulation, front-running of trades, and “wash-trading”) may not be available to or employed by EUA markets or may not exist at all. As a result of reduced oversight, these schemes may be more prevalent in EUA markets than in the general market for financial products. The potential consequences of the EUA market’s failure or failure to prevent market manipulation could adversely affect the value of the Shares. Any market abuse, and a loss of investor confidence in EUAs, may adversely impact pricing trends in EUA markets broadly, as well as an investment in Shares of the Fund.

The Fund may experience a loss if it is required to sell cash equivalents at a price lower than the price at which they were acquired.

If the Fund is required to sell its cash equivalents at a price lower than the price at which they were acquired, the Fund will experience a loss. This loss may adversely impact the price of the Shares and may decrease the correlation between the price of the Shares and the Index. The value of cash equivalents held by the Fund generally moves inversely with movements in interest rates. The prices of longer maturity securities are subject to greater market fluctuations as a result of changes in interest rates. While the short-term nature of the Fund’s investments in cash equivalents should minimize the interest rate risk to which the Fund is subject, it is possible that the cash equivalents held by the Fund will decline in value.

Certain of the Fund’s investments could be illiquid, which could cause large losses to investors at any time.

The Fund may not always be able to liquidate its positions in its investments at the desired price for reasons including, among others, insufficient trading volume, limits imposed by exchanges or other regulatory organizations, or lack of liquidity. As to futures contracts, it may be difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. Limits imposed by futures exchanges or other regulatory organizations, such as accountability levels, position limits and price fluctuation limits, may contribute to a lack of liquidity with respect to some exchange traded carbon credit interests.

A market disruption, such as a government taking political actions that disrupt the market in its currency or its regulatory regime, can also make it difficult to liquidate a position. Unexpected market illiquidity may cause major losses to investors at any time or from time to time. In addition, the Fund does not intend at this time to establish a credit facility, which would provide an additional source of liquidity, but instead will rely only on the cash and cash equivalents that it holds to meet its liquidity needs. The anticipated value of the positions in Carbon Credit Futures that the Sponsor will acquire or enter into for the Fund increases the risk of illiquidity. Because Carbon Credit Futures may be illiquid, the Fund’s holdings may be more difficult to liquidate at favorable prices in periods of illiquid markets and losses may be incurred during the period in which positions are being liquidated.

The Fund may become leveraged and may result in losses on all or substantially all of your investment if the Fund’s trading positions suddenly turn unprofitable.

Commodity pools’ trading positions in futures contracts or other commodity interests are typically required to be secured by the deposit of margin funds that represent only a small percentage of a futures contract’s (or other commodity interest’s) entire market value. This feature permits commodity pools to “leverage” their assets by purchasing or selling futures contracts (or other commodity interests) with an aggregate notional amount in excess of the commodity pool’s assets. While this leverage can increase a pool’s profits, relatively small adverse movements in the price of the pool’s commodity interests can cause significant losses to the pool. While the Sponsor does not intend to leverage the Fund’s assets, it is not prohibited from doing so under the Trust Agreement. If the Sponsor were to cause or permit the Fund to become leveraged, you could lose all or substantially all of your investment if the Fund’s trading positions suddenly turn unprofitable.

If you are investing in the Fund for purposes of hedging, you might be subject to several risks unique to the Fund, and the Fund may not be appropriate for hedging purposes. The Fund was not designed for hedging purposes; those using the Fund as a hedge of any kind do so exclusively at their own risk.

An investment in the Fund may provide you little or no diversification benefits. Thus, in a declining market, the Fund may have no gains to offset your losses from other investments, and you may suffer losses on your investment in the Fund at the same time you incur losses with respect to other asset classes.-49-

~~It cannot~~Risks beRelated ~~predicted~~ to ~~what extent~~ the performance of the Benchmark Component Futures Contracts will or will not correlate to the performance of other broader asset classes such as stocks and bonds. If the performance of the Fund or the Underlying Funds were to move more directly with the financial markets, you will obtain little or no diversification benefits from an investment in the Shares. In such a case, the Fund may have no gains to offset your losses from other investments, and you may suffer losses on your investment in the Fund at the same time you incur losses with respect to other investments.Index

~~Variables~~The ~~such~~Fund ~~as drought,~~seeks ~~floods,~~the weather, embargoes, market disruptions, tariffs and other political events may have a larger impact on commodity and commodity interest prices than on traditional securities and broader financial markets. These additional variables may create additional investment ~~risks~~performance ~~that~~of ~~subject~~ the ~~Underlying Funds’~~Index and, ~~therefore,~~is ~~the~~accordingly ~~Fund’s~~subject ~~investments~~ to ~~greater~~ ~~volatility~~the ~~than~~risks ~~investments~~associated ~~in traditional securities~~therewith.

~~Lower correlation~~The ~~should~~Fund is not beactively ~~confused~~managed; ~~with negative correlation~~rather, ~~where~~ the ~~performance~~Fund ofseeks ~~two~~the ~~asset~~investment ~~classes~~performance ~~would be opposite~~ of ~~each other.~~the ~~There~~Index isthrough noits ~~historic~~investments ~~evidence~~in ~~that~~bitcoin ~~the spot price of agricultural commodities~~ and ~~prices~~the ofCarbon ~~other~~Credit ~~financial~~Futures ~~assets,~~that ~~such as~~comprise ~~stocks~~the ~~and~~Index. ~~bonds,~~The ~~are~~Fund ~~negatively~~seeks ~~correlated.~~this Inexposure ~~the~~regardless ~~absence~~ of ~~negative~~ ~~correlation,~~ the ~~Underlying~~investment ~~Funds,~~merits ~~and~~associated ~~therefore~~with the ~~Fund, cannot~~assets. beThe ~~expected~~Fund todoes benot ~~automatically~~seek ~~profitable~~to ~~during unfavorable~~outperform ~~periods for~~ the ~~stock~~returns ~~market,~~of orthe ~~vice versa~~Index.

The ~~Fund’s~~Index ~~Operating~~has ~~Risks~~a limited operating history and may perform in unanticipated ways.

The ~~Fund~~Index is new and ~~Underlying~~has ~~Funds~~a ~~may~~limited ~~change~~performance history. There is no assurance that Kaiko and Solactive will compile the Index accurately, or that the Index will be determined, composed or calculated accurately. While Kaiko provides descriptions of what the Index is designed to achieve, neither Kaiko, Solactive nor either of its ~~investment~~agents ~~objective~~provide any warranty or accept any liability in relation to the quality, ~~Benchmark~~ accuracy or ~~investment~~completeness ~~strategies~~of atthe Index or its related data, and they do not guarantee that the Index will be in line with the methodology. The Sponsor does not provide any ~~time~~warranty ~~without~~or ~~shareholder approval~~guarantee against the errors of Kaiko or ~~advance~~Solactive ~~notice~~or any agent thereof.

~~Consistent~~Kaiko ~~with its authority under the Trust Agreement~~ and ~~Delaware law, the Fund, in its sole discretion and without shareholder approval~~ /or ~~advance notice,~~Solactive may change the Fund’s investment objective, Benchmark or investment strategies, subject to applicable regulatory requirements, including, but not limited to, any requirement to amend applicable listing rules of the NYSE. The reasons for and circumstances that may trigger any such changes may vary widely and cannot be predicted. By way of example, the Fund may change the weighting or underlying components of the Benchmark in furtherance of the Fund’s investment objective of tracking the combined daily performance of the Underlying Funds. This could beexperience ~~done~~system ~~for~~failures ~~a variety of market conditions, including a potential~~ or actual imposition of position limits by the CFTC or futures exchanges rules, or the imposition of risk mitigation measures by a futures commission merchant restricts the ability of an Underlying Fund to invest in the current Benchmark Component Futures Contractserrors. The Fund and the applicable Underlying Fund would file a current report on Form 8-K and a prospectus supplement to describe any such change and the effective date of the change. Shareholders may modify their holdings of the Fund’s shares in response to any change by purchasing or selling Fund shares through their broker-dealer. Shareholders may experience losses on their investments in the Fund as a result of such changes.

12If the computers or other facilities of Kaiko and/or Solactive, data providers and/or relevant stock exchange malfunction for any reason, calculation and dissemination of the Index may be delayed. Errors in Index data, the Index computations and/or construction may occur from time to time and may not be identified and/or corrected for a period of time or at all, which may have an adverse impact on the Fund and the Shareholders. Any of the foregoing may lead to the errors in the Index, which may lead to a different investment outcome for the Fund and its Shareholders than would have been the case had such events not occurred. Consequently, losses or costs associated with the Index’s errors or other risks described above will generally be borne by the Fund and the Shareholders and neither the Sponsor nor its affiliates or agents make any representations or warranties regarding the foregoing.

The Fund ~~and~~may ~~the~~not ~~Underlying~~be ~~Funds~~successful ~~are~~in ~~not~~implementing ~~registered~~its investment ~~companies,~~ sostrategies ~~you~~to dotrack ~~not have~~ the ~~protections~~performance of the ~~Investment Company Act of 1940~~Index.

~~Neither~~ Although the Fund ~~nor~~will attempt to structure its portfolio so that investments track the ~~Underlying~~Index, ~~Funds~~the ~~are~~Fund ~~investment~~may ~~companies~~not ~~subject to~~achieve the ~~Investment~~desired ~~Company~~degree ~~Act~~of correlation between its performance and that of ~~1940.~~the ~~Accordingly~~Index, ~~you~~and dothus may not ~~have the~~achieve ~~protections~~its ~~afforded~~investment byobjective. ~~that~~The ~~statute~~difference ~~which~~in performance may be due to factors such as fees, transaction costs, redemptions of, and subscriptions for, ~~example~~Shares, ~~requires~~ ~~investment~~pricing ~~companies~~differences toor ~~have~~the acost ~~board~~to the Trust of ~~directors~~complying with ~~a majority~~various ofnew ~~disinterested~~or ~~directors~~existing ~~and~~regulatory ~~regulates~~requirements. ~~the~~Tracking ~~relationship between~~error ~~the~~risk ~~investment~~may ~~company~~be ~~and~~heightened ~~its~~in ~~investment manager~~volatile markets or under other unusual market conditions.

An investment in the Fund is subject to correlation risk. Your return on an investment in the Fund may differ from the return of the Index and/or changes in the Fund’s NAV.

There is a risk that changes in the price of Shares on the NYSE Arca will not correlate with changes in the Fund’s NAV, and/or that that changes in the NAV will not correlate with changes in the price of the Index. Depending on certain factors associated with each of these correlations which are discussed in more detail below, you could incur a partial or total loss of your investment in the Fund.

Risks related to pricing.

The Fund’s portfolio will be priced, including for purposes of determining NAV, based upon the estimated fair market value for bitcoin determined by Kaiko, as well as the price of the Carbon Credit Futures that comprise the Index. The price of bitcoin in U.S. Dollars or in other currencies available from other data sources may not be equal to the prices used to calculate the NAV. Kaiko Provider has substantial discretion at any time to change the methodology used to determine the estimated fair market value of bitcoin, including the spot markets underlying its methodology. Neither Kaiko nor Solactive is under any obligations to take the needs of the Fund, the Fund’s Shareholders or anyone else into consideration in connection with such changes.

-50-

The Index Pricing Sources (defined below) used by Kaiko are digital asset spot markets that facilitate the buying and selling of bitcoin and other digital assets. Although many Index Pricing Sources refer to themselves as “exchanges,” they are not registered with, or supervised by, the SEC or CFTC and do not meet the regulatory standards of a national securities exchange or designated contract market. For these reasons, among others, purchases and sales of bitcoin may be subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets and government regulation and intervention. These circumstances could affect the price of bitcoin determined by Kaiko.

The NAV of the Fund will change as fluctuations occur in the market price of the Fund’s bitcoin holdings and Carbon Credit Futures exposure. Shareholders should be aware that the public trading price per Share may be different from the NAV for a number of reasons, including price volatility, trading activity, the closing of bitcoin trading platforms due to fraud, failure, security breaches or otherwise, and the fact that supply and demand forces at work in the secondary trading market for Shares are related, but not identical, to the supply and demand forces influencing the market price of bitcoin.

Shareholders also should note that the size of the Fund in terms of total bitcoin held may change substantially over time and as Creation Baskets are created and redeemed, even though such issuances and redemptions of Baskets will be effectuated in cash.

In the event that the value of the Fund’s bitcoin holdings and/or NAV is incorrectly calculated, neither the Sponsor nor the Administrator will be liable for any error and such misreporting of valuation data could adversely affect the value of the Shares.

The Index price being used in calculating the price of bitcoin may not be consistent with GAAP. To the extent that the Fund’s financial statements are determined using a different pricing source that is consistent with GAAP, the NAV reported in the Fund’s periodic financial statements may differ, in some cases significantly, from the Fund’s NAV determined using the Index pricing.

The Fund will determine its NAV on each Business Day based on the value of bitcoin and Carbon Credit Futures represented in the portfolio. The methodology used to value bitcoin by the Index and by the Fund in its calculation of NAV may not be deemed consistent with GAAP. To the extent the methodology used to calculate bitcoin is deemed inconsistent with GAAP, the Fund will utilize an alternative GAAP-consistent pricing source for purposes of the Fund’s periodic financial statements. Creation and redemption of Baskets, the Sponsor Fee and other expenses borne by the Fund will be determined using the Fund’s NAV determined daily in accordance with the Index’s and Fund’s pricing methodology. Such NAV of the Fund determined using this methodology may differ, and in some cases significantly, from the NAV reported in the Fund’s periodic financial statements.

The Fund’s Operating Risks’

The Fund may change its investment objective, Index or investment strategies at any time without shareholder approval or advance notice.

Consistent with its authority under the Trust Agreement and Delaware law, the Fund, in its sole discretion and without shareholder approval or advance notice, may change the Fund’s investment objective, Index or investment strategies, subject to applicable regulatory requirements, including, but not limited to, any requirement to amend applicable listing rules of the NYSE. The reasons for and circumstances that may trigger any such changes may vary widely and cannot be predicted. Shareholders may experience losses on their investments in the Fund as a result of such changes.

The Fund is not a registered investment company, so you do not have the protections of the Investment Company Act.

The Investment Company Act is designed to protect investors by preventing insiders from managing investment companies to their benefit and to the detriment of public investors, such as: the issuance of securities having inequitable or discriminatory provisions; the management of investment companies by irresponsible persons; the use of unsound or misleading methods of computing earnings and asset value; changes in the character of investment companies without the consent of investors; and investment companies from engaging in excessive leveraging. To accomplish these ends, the Investment Company Act requires the safekeeping and proper valuation of fund assets, greatly restricts transactions with affiliates, limits leveraging, and imposes governance requirements as a check on fund management. The Fund is not an investment company subject to the Investment Company Act. Accordingly, you do not have the protections afforded by that statute.

-51-

The Sponsor is leanly staffed and relies heavily on key personnel to manage trading activities.

In managing and directing the day- to- day activities and affairs of the Fund, the Sponsor relies almost entirely on a small number of individuals, including Mr. Sal Gilbertie, Mr. ~~Steve~~Springer ~~Kahler~~Harris and Ms. Cory Mullen-‑Rusin. If Mr. Gilbertie, Mr. ~~Kahler~~Harris or Ms. Mullen-‑Rusin were to leave or be unable to carry out their present responsibilities, it may have an adverse effect on the management of the Fund. To the extent that the Sponsor establishes additional commodity pools, even greater demands will be placed on these individuals.

The Sponsor has limited capital and may be unable to continue to manage the Fund if it sustains continued losses.

The Sponsor was formed for the purpose of managing the Trust, including the Fund, the other Teucrium Funds, and any other series of the Trust that may be formed in the future, and has been provided with capital primarily by its principals and a small number of outside investors. If the Sponsor operates at a loss for an extended period, its capital will be depleted, and it may be unable to obtain additional financing necessary to continue its operations. If the Sponsor were unable to continue to provide services to the Fund, the Fund would be terminated if a replacement sponsor could not be found. Any expenses related to the operation of the Fund would need to be paid by the Fund at the time of termination.

Position limits, accountability levels and daily price fluctuation limits set by the CFTC and the exchanges have the potential to cause tracking error, which could cause the price of ~~Underlying Fund~~Shares ~~shares~~ to substantially vary from ~~their respective Benchmarks and prevent you from being able to effectively use~~ the ~~Fund as a way to hedge against commodity-related losses or as a way to indirectly invest in agricultural commodities~~Index.

The CFTC and U.S. designated contract markets may establish position limits on the maximum net long or net short futures contracts in commodity interests that any person or group of persons under common trading control (other than as a hedge ~~meeting certain requirements~~, which an investment by the Fund is not) may hold, own or control. ~~Specifically, the CFTC has established position limits for Futures Contracts related to corn, wheat and soybeans.~~ For example, the current position limit for investments at any one time in ~~Corn~~the ~~Futures~~EU ~~Contracts~~CEA ~~are~~Carbon ~~1,200~~Credit ~~spot~~Futures ~~month~~is ~~contracts~~25,000 ~~and 57,800~~ contracts ~~total for all months~~. These position limits are fixed ceilings that the Fund would not be able to exceed without specific CFTC authorization.

~~In addition,~~Accountability ~~U.S. designated contract markets have established accountability~~ levels ondiffer ~~futures~~from ~~contracts~~position ~~and~~limits ~~cleared~~in ~~swaps. Accountability~~that ~~levels~~they ~~are~~do not represent a fixed ~~ceilings~~ceiling, but ~~they~~rather ~~are thresholds~~a threshold above which ~~the~~a futures exchange may exercise greater scrutiny and control over an investor,’s ~~including~~positions. ~~limiting~~If a Fund were to exceed an ~~investor~~applicable ~~from holding~~accountability nolevel ~~more~~for investments in futures contracts, orthe ~~cleared~~exchange ~~swaps~~will ~~than~~monitor the ~~amount established~~Fund’s byexposure and may ask for further information on its activities, including the ~~accountability~~total ~~level~~size of all positions, investment and trading strategy, and the extent of liquidity resources of the Fund. NoIf ~~Underlying~~deemed necessary by the exchange, the Fund ~~intends to~~could ~~invest~~be inordered ~~any~~to ~~commodity~~reduce ~~interests~~its inaggregate ~~excess~~net ofposition ~~any~~back ~~applicable~~ to the accountability ~~levels~~level.

In addition to position limits and accountability levels, the exchanges set daily price fluctuation limits on futures contracts. The daily price fluctuation limit establishes the maximum amount that the price of futures contracts may vary either up or down from the previous day’s settlement price. Once the daily price fluctuation limit has been reached in a particular futures contract, no trades may be made at a price beyond that limit.

~~On December~~In ~~16,~~ 2016, ~~as mandated by~~ the ~~Dodd-Frank Act, the~~ CFTC adopted a ~~final~~ rule that ~~aggregate~~requires the aggregation of all positions, for purposes of the application of position limits; such positions include futures contracts, futures-‑equivalent positions, ~~over~~OTC ~~the counter~~ swaps and options (i.e., contracts that are not traded on exchanges). These aggregation requirements ~~became effective on February 14, 2017 and~~ could limit the ~~Underlying Funds’ and the~~ Fund’s ability to establish positions in commodity ~~over~~OTC ~~the counter~~ instruments if the assets of the Fund were to grow substantially.

AsPart 150 ~~published~~of in the ~~January~~ ~~14, 2021 Federal Register, the Commodity Futures Trading Commission (~~CFTC)’s ~~voted~~regulations toestablishes ~~approve~~federal ~~a final rule (Final Rule) regarding~~ position limits for ~~certain~~25 core referenced futures contracts ~~and economically~~(comprised ~~equivalent swaps. The Final Rule ends a decade~~ of ~~rulemaking activity in which the CFTC proposed~~agricultural, ~~amended,~~energy and ~~re-proposed~~metals ~~its~~futures ~~position~~contracts), ~~limit~~futures ~~rules~~ and ~~aggregation~~ ~~standards~~options ~~for~~linked ~~speculative positions due~~ to ~~certain amendments to~~ the Commodity Exchange Act (CEA) by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). In the Final Rule, the CFTC confirmed that federal speculative position limits are necessary for 25 core referenced ~~futures~~ ~~contracts and for any~~ futures contracts, and ~~options~~swaps ~~on futures contracts~~ that are ~~linked~~economically equivalent to ~~those~~the ~~contracts. The 25~~ core referenced futures contracts ~~include the nine “legacy” agricultural contracts~~ that ~~are~~all ~~currently subject~~market toparticipants ~~federal~~must ~~position~~comply ~~limits and 16 additional non-legacy contracts. The Final Rule became effective on March 15~~with, ~~2021, but a number of the requirements in the Final Rule have a general compliance date of January 1, 2022, and later compliance date of January 1, 2023~~ with ~~respect~~certain ~~to swaps-related requirements and the elimination of previously granted risk management~~ exemptions. ~~The Final Rule became effective on March 15, 2021, but a number of~~ (the ~~requirements~~“Position ~~in the~~Limits ~~Final~~ Rule have a general compliance date of January 1, 2022, and later compliance date of January 1, 2023 with respect to swaps-related requirements and the elimination of previously granted risk management exemptions”).

13-52-

There are technical and fundamental risks inherent in the trading system the Sponsor intends to employ.

The Sponsor’s trading system is quantitative in nature and it is possible that the Sponsor may make errors. Any errors or imperfections in the Sponsor’s trading system’s quantitative models, or in the data on which they are based, could adversely affect the Sponsor’s effective use of such trading systems. It is not possible or practicable for the Sponsor’s trading system to factor all relevant, available data into quantitative systems and/or trading decision. There is no guarantee that the Sponsor will use any specific data or type of data in making trading decisions on behalf of the Fund, nor is there any guarantee that the data actually utilized in making trading decisions on behalf of the Fund will be the most accurate data or free from errors. In addition, it is possible that a computer or software program may malfunction and cause an error in computation.

The Fund and the Sponsor may have conflicts of interest, which may cause them to favor their own interests to your detriment.

The Fund and the Sponsor may have inherent conflicts to the extent the Sponsor attempts to maintain the Fund’s asset size ~~of the Underlying Funds~~ in order to preserve its fee income and this may not always be consistent with the Fund’s objective of ~~providing~~having ~~daily investment~~the ~~results~~value ~~that~~of ~~reflect~~its ~~the~~Shares’ ~~combined~~NAV ~~daily~~track ~~performance~~changes of in the ~~Underlying Funds~~Index. The Sponsor’s officers and employees do not devote their time exclusively to the Fund ~~or the Underlying Funds~~. These persons may be directors, officers or employees of other entities. ~~and~~They ~~thus~~ could have a conflict between their responsibilities to the Fund and ~~the Underlying Funds on the one hand and~~ to those other entities ~~on the other~~.

In addition, the Sponsor’s principals, officers or employees may trade securities and futures and related contracts for their own accounts. A conflict of interest may exist if their trades are in the same markets and occur at the same time as the Fund ~~or an Underlying Fund~~ trades using the clearing broker to be used by the Fund. A potential conflict also may occur if the Sponsor’s principals, officers or employees trade their accounts more aggressively or take positions in their accounts that are opposite , or ahead of, the positions taken by the ~~Underlying Funds~~Fund.

The Sponsor has sole current authority to manage the investments and operations of the Fund ~~and the Underlying Funds~~, and this may allow it to act in a way that furthers its own interests and ~~conflicts~~ in conflict with your best interests, including the authority of the Sponsor to allocate expenses to and between the ~~Teucrium~~ Funds. Shareholders have very limited voting rights, which will limit the ability to influence matters such as amendment of the Trust Agreement, changes in the Fund’s basic investment policies, dissolution of the Fund, or the sale or distribution of the Fund’s assets.

Shareholders have only very limited voting rights and generally will not have the power to replace the Sponsor. Shareholders will not participate in the management of the Fund and do not control the Sponsor so they will not have influence over basic matters that affect the Fund.

Shareholders will have very limited voting rights with respect to the Fund’s affairs. Shareholders may elect a replacement sponsor only if the current Sponsor resigns voluntarily or loses its corporate charter. Shareholders will not be permitted to participate in the management or control of the Fund or the conduct of its business. Furthermore, any voting rights on ~~Underlying Fund~~ shares held by the Fund will be exercised by the Sponsor, generally without seeking advice or voting instructions from Fund Shareholders. Shareholders must therefore rely upon the duties and judgment of the Sponsor to manage the Fund’s ~~and the Underlying Funds’~~ affairs.

The ~~Sponsor~~Fund ~~may~~is ~~manage~~new ~~a large amount of assets,~~ and ~~this~~investing ~~could affect~~in the Fund’s ~~ability~~Shares tomay ~~trade~~have ~~profitably~~more risks than an investment in an established, larger fund.

~~Increases~~The inFund ~~assets under~~is ~~management~~new ~~may~~and ~~affect~~does ~~trading~~not ~~decisions.~~yet ~~While~~have ~~the~~shares ~~assets~~outstanding. of If the Fund ~~and~~does ~~those~~not ofgrow ~~the~~large ~~Underlying~~in ~~Funds~~size ~~are~~once ~~currently~~it ~~at manageable~~commences ~~levels~~trading, ~~the~~it ~~Sponsor~~will ~~does~~be ~~not~~at ~~intend~~greater torisk ~~limit~~than ~~the~~larger ~~amount~~ funds of ~~Fund~~wider ~~assets~~bid-ask orspreads ~~Underlying Fund assets. The more assets the Sponsor manages~~ for ~~the~~its ~~Underlying Funds~~shares, ~~the~~trading ~~more~~at ~~difficult~~a itgreater ~~may be~~premium ~~for~~or itdiscount to ~~trade~~NAV, ~~profitably~~liquidation ~~because of the difficulty of trading larger positions without adversely affecting prices~~ and ~~performance,~~/or ~~and~~a ofstop ~~managing~~to ~~risk associated with larger positions~~trading.

The liability of the Sponsor and the Trustee are limited, and the value of the Shares will be adversely affected if the Fund is required to indemnify the Trustee or the Sponsor.

Under the Trust Agreement, the Trustee and the Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent gross negligence or willful misconduct on the part of the Trustee or Sponsor, as the case may be. That means the Sponsor may require the assets of the Fund to be sold in order to cover losses or liability suffered by the Sponsor or by the Trustee. Any sale of that kind would reduce the NAV of the Fund and the value of its Shares.

Although the Shares of the Fund are limited liability investments, certain circumstances such as bankruptcy could increase a Shareholder’s liability.

The Shares of the Fund are limited liability investments; Shareholders may not lose more than the amount that they invest plus any profits recognized on their investment. However, Shareholders could be required as a matter of bankruptcy law, to return to the estate of the Fund any distribution they received at a time when the Fund was in fact insolvent or that was made in violation of its Trust Agreement.

You cannot be assured of the Sponsor’s continued services, and discontinuance may be detrimental to the Fund.

You cannot be assured that the Sponsor will be willing or able to continue to service the Fund ~~or the Underlying Funds~~ for any length of time. The Sponsor was formed for the purpose of sponsoring the Fund, ~~the Underlying Funds~~ and other commodity pools, and has limited financial resources and no significant source of income apart from its management fees from such commodity pools to support its continued service for the Fund ~~and the Underlying Funds~~. If the Sponsor discontinues its activities on behalf of the Fund or ~~an Underlying~~another ~~Fund~~series of the Trust, the Fund may be adversely affected. If the Sponsor’s registrations with the CFTC or memberships in the NFA were revoked or suspended, the Sponsor would no longer be able to provide services to the Fund ~~or the Underlying Funds~~.

-53-

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.

The Fund may terminate at any time, regardless of whether the Fund has incurred losses, subject to the terms of the Trust Agreement. For example, the dissolution or resignation of the Sponsor would cause the Trust to terminate unless ~~the Teucrium Funds’~~ shareholders, holding a majority of the outstanding shares of the ~~Fund;~~ ~~and each other fund that is a series of the~~ Trust, voting together as a single class, elect within 90 days of the event to continue the Trust and appoint a successor Sponsor. In addition, the Sponsor may terminate the Fund if it determines that the Fund’s aggregate net assets in relation to its operating expenses make the continued operation of the Fund unreasonable or imprudent. As of the date of this prospectus, the Fund pays the fees, costs, and expenses of its operations. If the Sponsor and the Fund are unable to raise sufficient funds so that the Fund’s expenses are reasonable in relation to ~~the~~its NAV, the Fund may be forced to terminate, and investors may lose all or part of their investment. Any expenses related to the operation of the Fund would need to be paid by the Fund at the time of termination. However, no level of losses will require the Sponsor to terminate the Fund. The Fund’s termination would result in the liquidation of its investments and the distribution of its remaining assets to the Shareholders on a pro rata basis in accordance with their Shares, and the Fund could incur losses in liquidating its investments in connection with a termination. Termination could also negatively affect the overall maturity and timing of your investment portfolio.

~~Termination~~However, no level of anlosses ~~Underlying~~will require the Sponsor to terminate the Fund. ~~could~~The Fund’s termination would result in athe ~~change~~liquidation inof its investments and the ~~nature~~ distribution of ~~your~~its ~~investment~~remaining assets to the Shareholders on a pro rata basis in accordance with their Shares, and the Fund could incur losses in liquidating its investments in connection with a termination. Termination could also negatively affect the overall maturity and timing of your investment portfolio.

The Sponsor may terminate an Underlying Fund for any of the reasons that it may terminate the Fund. If an Underlying Fund is terminated, the Sponsor may invest the Fund’s assets directly in commodity interests in the Specified Commodity, but it is not obligated to do so. The Sponsor also might choose to allocate the assets of the Fund that had been invested in the terminated Underlying Fund among the remaining Underlying Funds or to invest such assets in another commodity pool investing in another commodity. While you will generally receive notice of these fundamental changes, you will not have voting rights with respect to them or other ability to influence the Sponsor’s decision.

The NYSE Arca may halt trading in the Shares of the Fund or the shares of an Underlying Fund which would adversely impact your ability to sell Shares.

Trading in Shares of the Fund or shares of an Underlying Fund may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in the view of the NYSE Arca, make trading in Shares of the Fund or shares of an Underlying Fund inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specific market decline. There can be no assurance that the requirements necessary to maintain the listing of the Shares of the Fund or the shares of an Underlying Fund will continue to be met or will remain unchanged. The Fund will be terminated if its Shares are delisted.

The lack of active trading markets for the Shares of the Fund or shares of an Underlying Fund may result in losses on your investment in the Fund at the time of disposition of your Shares.

Although the Shares of the Fund will be listed and traded on the NYSE Arca, there can be no guarantee that an active trading market for the Shares of the Fund or the shares of an Underlying Fund will be maintained. If you need to sell your Shares at a time when no active market for them or the shares of an Underlying Fund exist, the price you receive for your Shares, assuming that you are able to sell them, likely will be lower than what you would receive if an active market did exist.

As a Shareholder, you will not have the rights enjoyed by investors in certain other types of entities.

As interests in separate series of a Delaware statutory trust, the Shares do not involve the rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring shareholder oppression and derivative actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors, as the Trust does not have a board of directors, and generally will not receive regular distributions of the net income and capital gains earned by the Fund). The Fund is also not subject to certain investor protection provisions of the Sarbanes Oxley Act of 2002 and the NYSE Arca governance rules (for example, audit committee requirements).

A court could potentially conclude that the assets and liabilities of the Fund are not segregated from those of another series of the Trust, thereby potentially exposing assets in the Fund to the liabilities of another series.

The Fund is a series of a Delaware statutory trust and not itself a legal entity separate from the other Teucrium Funds. The Delaware Statutory Trust Act provides that if certain provisions are included in the formation and governing documents of a statutory trust organized in series and if separate and distinct records are maintained for any series and the assets associated with that series are held in separate and distinct records and are accounted for in such separate and distinct records separately from the other assets of the statutory trust, or any series thereof, then the debts, liabilities, obligations and expenses incurred by a particular series are enforceable against the assets of such series only, and not against the assets of the statutory trust generally or any other series thereof. Conversely, none of the debts, liabilities, obligations and expenses incurred with respect to any other series thereof is enforceable against the assets of such series. The Sponsor is not aware of any court case that has interpreted this inter-‑series limitation on liability or provided any guidance as to what is required for compliance. The Sponsor intends to maintain separate and distinct records for the Fund and account for the Fund separately from any other Trust series, but it is possible a court could conclude that the methods used do not satisfy the Delaware Statutory Trust Act, which would potentially expose assets in the Fund to the liabilities of one or more of the Teucrium Funds and/or any other Trust series created in the future.

The Sponsor and the Trustee are not obligated to prosecute any action, suit or other proceeding in respect of any Fund ~~or Underlying Fund~~ property.

Neither the Sponsor nor the Trustee is obligated to, although each may in its respective discretion, prosecute any action, suit or other proceeding in respect of any Fund’s ~~or Underlying Fund’s~~ property. The Trust Agreement does not confer upon Shareholders the right to prosecute any such action, suit or other proceeding.

The Fund does not expect to make cash distributions.

The Sponsor intends to re-‑invest any income and realized gains of the Fund in additional bitcoin and Carbon Credit Futures or cash and cash equivalents rather than distributing cash to Shareholders. Therefore, unlike mutual funds, commodity pools or other investment pools that generally distribute income and gains to their investors, the Fund generally will not distribute cash to Shareholders. In addition, the Underlying Funds generally will not distribute cash to their shareholders because the Sponsor reinvests any income and related gains of the Underlying Funds in Benchmark Component Futures Contracts or cash and cash equivalents. As a result, the Fund does not anticipate receiving cash distributions from the Underlying Funds. You should not invest in the Fund if you will need cash distributions from the Fund to pay taxes on your share of income and gains of the Fund, if any, or for any other reason. Although the Fund does not intend to make cash distributions, it reserves the right to do so in the Sponsor’s sole discretion, in certain situations, including for example, if the income earned from its investments held directly or posted as margin may reach levels that merit distribution, e.g., at levels where such income is not necessary to support its underlying investments and investors adversely react to being taxed on such income without receiving distributions that could be used to pay such tax. Cash distributions may be made in these and similar instances.

There is a risk that the Fund and the Underlying Funds will not have sufficient net assets to compensate for the fees and expenses that they must pay and as such the expense ratio of the Fund and the Underlying Funds may be higher than that filed in this document or the documents of the Underlying Funds.-54-

~~While the~~The Fund ~~does~~may ~~not~~incur ~~directly~~higher ~~pay any management~~ fees ~~or certain other types of expenses, the Fund does pay certain expenses directly, including certain administrative~~ and ~~accounting~~ expenses. ~~In addition,~~upon ~~the~~renewing ~~Fund~~existing bears a proportionate share of Underlying Fund expenses as a shareholder of the Underlying Funds. Each Underlying Fund pays management fees at an annual rate of 1.00% of its average net assets, brokerage commissions and various other expenses from its ongoing operations (e.g., fees of the Administrator, Trustee and Distributor). The estimated approximate percentage of selling price before waived expenses is 1.67% or ~~$0.50~~entering ~~per~~into ~~share,~~new ~~based~~contractual ~~on the Fund assets, net asset value per share and shares outstanding as of February 28, 2022~~relationships. TAGS is a Fund of Funds and the expenses from the Underlying Funds flow through to the investor in TAGS. These fees and expenses must be paid in all events, regardless of the Fund’s and Underlying Funds’ total net assets.

The arrangements between clearing brokers and counterparties on the one hand and the Fund on the other generally are terminable by the clearing brokers or counterparty upon notice to the Fund. In addition, the agreements between the Fund and its third‑party service providers, such as the ~~Underlying~~Marketing ~~Funds~~Agent and the Custodians, are generally terminable at specified intervals. Upon termination, the Sponsor may ~~incur~~be ~~higher~~required ~~fees~~to ~~and expenses~~renegotiate ~~upon~~or ~~renewing~~make ~~existing~~other arrangements for obtaining similar services if the Fund intends to continue to operate. Comparable services from another party may not be available, or ~~entering~~even ~~into~~if ~~new~~available, ~~contractual relationships~~these services may not be available on the terms as favorable as those of the expired or terminated arrangements.

The ~~arrangements~~ ~~between clearing brokers and counterparties on the one hand and the~~ Fund or an Underlying Fund, as applicable, on the other generally are terminable by the clearing brokers or counterparty upon notice to the Fund or Underlying Fund, as applicable. In addition, the agreements between the Fund or an Underlying Fund, as applicable, and its third-party service providers, such as the Distributor and the Custodian, are generally terminable at specified intervals. Upon termination, the Sponsor may beexperience ~~required~~a tohigher ~~renegotiate~~breakeven ~~or make other arrangements for obtaining similar services~~ if ~~the~~interest ~~Fund~~rates ~~or an Underlying Fund intends to continue to operate~~decline. ~~Comparable services from another party may not be available, or even if available, these services may not be available on terms as favorable as those of the expired or terminated arrangements.~~

The ~~Underlying~~Fund ~~Funds,~~seeks to earn interest on cash balances available for investment. If actual interest rates earned were to fall and ~~thus~~if the ~~Fund~~Sponsor ~~may~~were ~~experience~~not aable ~~higher~~ to waive expenses sufficient to cover the deficit, the breakeven ifestimated ~~interest~~by ~~rates~~the ~~decline~~Fund in this prospectus could be higher.

The ~~Underlying~~ ~~Funds~~amount ~~seek~~of tothe ~~earn~~Fund’s ~~interest~~assets onrepresented ~~cash~~by ~~balances~~each ~~available for~~Share ~~investment.~~will Ifdecline ~~actual~~over ~~interest~~time ~~rates~~as ~~earned~~the ~~were~~Fund topays ~~continue to fall and~~ the Sponsor ~~were~~Fee ~~not~~and ~~able~~additional ~~to waive~~ expenses ~~sufficient~~borne ~~to cover~~by the ~~deficit~~Fund, ~~the~~and ~~breakeven~~as ~~estimated~~a byresult, the ~~Underlying~~value ~~Funds in~~of ~~this~~the ~~prospectus~~Shares ~~could~~may bedecrease ~~higher~~over time.

The amount of assets represented by each Share will decrease over the life of the Fund due to the Fund paying the Sopnsor Fee and other Fund expenses. Without increases in the price of bitcoin and/or Carbon Futures Credits sufficient to compensate for that decrease, the price of the Shares will also decline and you will lose money on your investment in Shares.

Although the Sponsor has agreed to assume all organizational and certain ordinary administrative and marketing expenses incurred by the Fund, not all Fund expenses have been assumed by the Sponsor. For example, any taxes and other governmental charges that may be imposed on the Fund’s property will not be paid by the Sponsor. The Fund also pays all transaction related fees and expenses charged in connection with trading activities for the Fund’s investments and for maintenance of its CFTC regulatory status as a commodity pool.

Because the Fund does not have any income, it needs to sell assets to cover the Sponsor Fee and expenses not assumed by the Sponsor. The Fund may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds to cover those liabilities will be sales of bitcoin and Carbon Credit Futures held by the Fund. The result of these sales is a decrease in the amount of assets represented by each Share. New deposits of bitcoin and/or Carbon Credit Futures, received in exchange for new Shares issued by the Fund, do not reverse this trend.

A decrease in the amount of bitcoin and/or exposure to Carbon Credit Futures represented by each Share results in a decrease in its price even if the price of bitcoin and/or Carbon Credit Futures has not changed. To retain the Share’s original price, the price of the Fund’s assets has to increase. Without that increase, the reduced amount of Fund assets represented by the Share will have a correspondingly lower price. If these increases do not occur, or are not sufficient to counter the lesser amount of Fund assets represented by each Share, you will sustain losses on your investment in Shares.

An increase in the Fund expenses not assumed by the Sponsor, or the existence of unexpected liabilities affecting the Fund, will force the Sponsor to sell larger amounts of its assets, and will result in a more rapid decrease of the amount of assets represented by each Share and a corresponding decrease in its value.

-55-

The Fund is not actively managed.

The Fund is not actively managed and is designed to track ~~the~~an ~~combined performance of the Underlying Funds~~index, regardless of whether the price of ~~the~~bitcoin ~~Underlying~~and ~~Funds’~~Carbon ~~Benchmark~~Credit ~~Component~~ Futures ~~Contracts~~ ~~are~~is flat, declining or rising. This means the Sponsor does not speculatively sell assets at times when their prices are high, or acquire assets at low prices in the expectation of future price increases. As a result, the Fund may sustain losses that may have been avoidable if the Fund was actively managed.

16The NAV calculation of the Fund may be overstated or understated due to the valuation method employed when a settlement price is not available on the date of net asset value calculation.

The ~~Net~~Fund’s ~~Asset~~NAV ~~Value~~includes, ~~calculation~~in part, any unrealized profits or losses on open futures contracts. Under normal circumstances, the NAV reflects the quoted settlement price of anopen ~~Underlying~~the ~~Fund~~Carbon ~~may~~Credit ~~be overstated~~Futures oron ~~understated~~the ~~due~~date towhen the ~~valuation~~NAV ~~method~~is ~~employed~~being calculated (or last traded price, as applicable). In instances when a the quoted settlement price isof futures contracts traded on an exchange may not ~~available~~be reflective of fair value based on market condition, generally due to the operation of daily limits or other rules of the exchange or otherwise, the NAV may not reflect the fair value of open futures contracts on such date. For purposes of financial statements and reports, the ~~net~~Sponsor ~~asset~~ will recalculate the NAV where necessary to reflect the “fair value” ~~calculation~~of a Carbon Credit Futures when such contract closes at its price fluctuation limit for the day.

An Underlying Fund’s NAV includes, in part, any unrealized profits or losses on commodity interests. Under normal circumstances, the NAV reflects the settlement price of open Futures Contracts on the date when the NAV is being calculated as quoted on the applicable exchange. In instances when the quoted settlement price of Futures Contracts traded on an exchange may not be reflective of fair value based on market condition, generally due to the operation of daily limits or other rules of the exchange or otherwise, the NAV may not reflect the fair value of open futures contracts on such date. For purposes of financial statements and reports related to the Fund and the Underlying Funds, the Sponsor will recalculate the NAV where necessary to reflect the fair value of a Futures Contract when the Futures Contract closes at its price fluctuation limit for the day.

An unanticipated number of redemption requests during a short period of time could have an adverse effect on the NAV of the Fund.

If a substantial number of requests for redemption of Redemption Baskets are received by the Fund during a relatively short period of time, the Fund ~~will~~may ~~generally~~not ~~need~~be able to ~~sell~~satisfy ~~shares of~~ the ~~Underlying Funds,~~requests ~~increasing~~from ~~its trading costs. To~~ the ~~extent that the~~ Fund’s ~~sale~~assets ofnot ~~Underlying~~committed ~~Fund shares on the secondary market results in redemption requests~~ to ~~an Underlying Fund, the Underlying Fund’s~~ trading. ~~costs~~As ~~will~~a ~~increase~~consequence, ~~and~~ it ~~may~~could be necessary to liquidate the ~~Underlying~~ Fund’s trading positions before the time that its trading strategies would otherwise call for liquidation, ~~resulting in an adverse effect on the NAVs of the Fund and Underlying Fund,~~ which may result in losses.

Fund assets may be depleted if investment performance does not exceed fees.

In addition to certain fees paid to the Fund’s service providers, the Fund pays the Sponsor a fee of 1.00% of ~~asset~~assets under management per annum, regardless of Fund performance. Over time, the Fund’s assets could be depleted if investment performance does not exceed such fees.

~~The~~As ~~liquidity~~inflation ofincreases, the ~~Shares~~present ~~may~~value ~~be affected by the withdrawal from participation~~ of ~~Authorized Purchasers, market makers, or other significant secondary-market participants which could adversely affect~~ the ~~market~~Fund’s ~~price~~assets ofmay ~~the Shares~~decline.

~~Only~~Inflation ~~an Authorized~~is ~~Purchaser~~a ~~may~~general ~~engage~~increase in ~~creation~~the oroverall ~~redemption transactions~~price ~~directly~~level ~~with~~of goods and services in the ~~Fund~~economy. The ~~Fund~~United States Federal Reserve has a ~~limited~~stated ~~number~~ goal of ~~institutions~~maintaining ~~that~~a ~~act~~two aspercent ~~Authorized~~increase ~~Purchasers.~~in Toinflation over the ~~extent that~~long ~~these~~run, ~~institutions~~as ~~exit~~measured by the ~~business~~annual orchange ~~are~~in ~~unable~~the toprice ~~proceed with~~index ~~creation~~for ~~and/or~~personal ~~redemption~~consumption ~~orders~~expenditures. ~~with~~Following ~~respect to~~ the ~~Fund~~COVID‑19 ~~and no~~pandemic, ~~other~~the ~~Authorized~~United ~~Purchaser~~States isexperienced ~~able~~inflation toabove ~~step~~the ~~forward~~Federal toReserve’s ~~create~~stated ~~or redeem~~two‑percent ~~Creation~~goal. ~~Units,~~Other ~~Fund~~world ~~shares~~economies ~~may~~similarly ~~trade~~experienced atelevated ainflation ~~discount~~rates. toThe ~~NAV and~~Federal ~~possibly~~Reserve ~~face~~increased ~~trading~~interest ~~halts~~rates and~~/or~~ ~~delisting.~~successfully Inreduced ~~addition,~~inflation ~~a decision~~so bythat ait ~~market~~is ~~maker,~~close ~~lead~~to ~~market~~the ~~maker,~~stated ortwo ~~other~~percent ~~large investor~~goal. toAs ~~cease~~a ~~activities~~result, ~~for~~in 2024, the ~~Fund~~Federal orReserve abegan ~~decision~~reducing byinterest ~~a secondary~~rates. ~~market~~However, ~~participant~~the torate ~~sell~~of ainflation ~~significant~~in ~~number of~~ the ~~Fund’s~~ ~~Shares~~United ~~could~~States ~~adversely~~is ~~affect~~still ~~liquidity,~~above the ~~spread between~~stated ~~the~~two ~~bid~~percent ~~and~~goal. ~~ask~~Inflation ~~quotes,~~has ~~and~~the ~~potentially~~effect of eroding the ~~price~~value of ~~the Shares.~~cash ~~The~~or ~~Sponsor~~bonds. ~~can~~In ~~make~~a nohigh ~~guarantees~~inflation ~~that~~environment ~~participation~~the ~~by Authorized~~value ~~Purchasers~~of orthe ~~market~~Fund’s ~~makers~~cash ~~will~~equivalents ~~continue~~may decline.

The liquidity of the Shares may be affected by the withdrawal from participation of Authorized Purchasers, market makers, or other significant secondary‑market participants which could adversely affect the market price of the Shares.

Only an Authorized Purchaser may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of institutions that act as Authorized Purchasers. To the extent that these institutions exit the business or are unable to proceed with creation and/or redemption orders with respect to the Fund and no other Authorized Purchaser is able to step forward to create or redeem Creation Units, Fund shares may trade at a discount to NAV and possibly face trading halts and/or delisting. In addition, a decision by a market maker, lead market maker, or other large investor, to cease activities for the Fund or a decision by a secondary market participant to sell a significant number of the Fund’s Shares could adversely affect liquidity, the spread between the bid and ask quotes, and potentially the price of the Shares. The Sponsor can make no guarantees that participation by Authorized Purchasers or market makers will continue.

-56-

If a minimum number of Shares is outstanding, market makers may be less willing to purchase Shares in the secondary market which may limit your ability to sell Shares.

There is a minimum number of baskets and associated Shares specified for the Fund. If the Fund experienced redemptions that caused the number of Shares outstanding to decrease to the minimum level of Shares required to be outstanding, until the minimum, number of Shares is again exceeded through the purchase of a new Creation Basket, there can be no more redemptions by an Authorized Purchaser. In such case, market makers may be less willing to purchase Shares from investors in the secondary market, which may in turn limit the ability of Shareholders of the Fund to sell their Shares in the secondary market. ~~The~~These minimum ~~level~~levels ~~of Shares specified~~ for the Fund isare ~~subject to change. The minimum level for the Fund is~~ 50,000 Shares representing 4five baskets;. asThe minimum level of ~~February 28,~~Shares ~~2022,~~specified ~~there~~for ~~were~~the ~~487,502~~Fund ~~Shares~~is ~~outstanding~~subject to change. (The current number of Shares outstanding is posted daily on our website, www.teucrium.com.)

The postponement, suspension or rejection of redemption orders could adversely affect a shareholder redeeming their Shares in the Fund.

The resulting delay of any postponement, suspension or rejection may adversely affect the value of the Shareholders’ redemption proceeds if the NAV of the Fund declines during the period of delay.

The ~~failure~~Fund orhas ~~bankruptcy of~~ a ~~clearing~~limited ~~broker~~number ~~could~~of ~~result~~financial ~~in substantial~~institutions ~~losses for an Underlying Fund; the clearing broker could be subject to proceedings~~ that ~~impair~~may ~~its~~act ~~ability~~as toAuthorized ~~execute the Underlying Fund’s trades~~Purchasers.

~~Under CFTC~~The ~~regulations,~~Fund has a ~~clearing~~limited ~~broker~~number ~~with~~of ~~respect~~financial toinstitutions anthat ~~Underlying Fund’s~~may ~~exchange-traded~~act ~~commodity~~as ~~interests~~Authorized ~~must maintain customers’ assets in a bulk segregated account~~Purchasers. IfTo athe ~~clearing broker~~extent ~~fails~~they tocannot ~~do so~~ or isare ~~unable~~otherwise tounwilling ~~satisfy a substantial deficit in a customer account, its other customers may be subject~~ to ~~risk of~~engage ~~a substantial loss of their funds~~ in ~~the~~creation ~~event~~and ofredemption ~~that~~transactions ~~clearing broker’s~~with ~~bankruptcy. In that event,~~ the ~~clearing broker’s~~Fund ~~customers,~~and ~~such~~no asother ~~the~~Authorized ~~Underlying~~Purchaser ~~Funds,~~steps ~~are entitled to recover~~in, ~~even~~shares ~~in respect~~ of ~~property~~the ~~specifically traceable~~Fund tomay ~~them,~~trade ~~only~~at a ~~proportional~~significant ~~share~~discount ~~of all property available for distribution~~ to ~~all~~NAV ~~of that clearing broker’s customers. The Underlying Funds (~~and, ~~therefore, the Fund) also~~ may be ~~subject~~face todelisting ~~the~~from ~~risk of~~ the ~~failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on which commodity interests are traded~~Exchange.

17There are certain risks and tax considerations due to the Fund’s cash transactions for the creation and redemption processes.

~~From time~~Like toother ~~time~~ETFs, the ~~clearing~~Fund ~~brokers~~sells ~~may~~and beredeems ~~subject~~its shares only in large blocks called Creation Baskets and only to ~~legal~~“Authorized ~~or regulatory~~Purchasers.” ~~proceedings~~Unlike inmany other ETFs, however, the ~~ordinary~~Fund ~~course~~expects ofto ~~their~~effect ~~business~~its creations and redemptions fully for cash, rather than in-kind securities. ~~A clearing~~Paying ~~broker’s~~redemption ~~involvement~~proceeds in ~~costly~~cash orrather ~~time-consuming legal~~than ~~proceedings~~through ~~may~~in-kind ~~divert~~delivery ~~financial~~of ~~resources~~portfolio orsecurities ~~personnel~~may ~~away from~~require the ~~clearing~~Fund ~~broker’s~~to ~~trading~~dispose ~~operations,~~of ~~which~~or ~~could impair~~sell ~~the~~portfolio ~~clearing~~investments ~~broker’s~~to ~~ability~~obtain the cash needed to ~~successfully~~distribute ~~execute and~~redemption ~~clear~~proceeds at an ~~Underlying~~inopportune time, and the Fund’s ~~trades~~may recognize taxable gain on such dispositions or sales.

The ~~failure~~use orof ~~insolvency~~cash ofcreations and redemptions may adversely affect the ~~Fund’s~~arbitrage ~~Custodian~~transactions orby ~~other financial~~Authorized ~~institution~~Purchasers inintended ~~which~~to keep the ~~Fund~~price orof the ~~Underlying~~Shares ~~Funds~~closely ~~has deposits~~linked ~~could~~to ~~result~~the inFund’s NAV, and as a ~~substantial~~result, ~~loss~~the price of ~~the~~Shares ~~Fund’s assets~~may fall or otherwise diverge from NAV.

~~As noted~~The ~~above~~use of cash creations and redemptions, ~~the~~as ~~vast~~opposed ~~majority~~to ofin-kind ~~the~~creations ~~Underlying~~and ~~Funds’ assets~~redemptions, ~~are~~could ~~held~~cause delays in trade execution due to potential operational issues arising from implementing a cash creation and ~~cash~~redemption ~~equivalents~~model, ~~with~~which involves greater operational steps (and therefore execution risk) than the ~~Custodian~~in-kind creation and ~~other~~ ~~financial~~redemption ~~institutions,~~model. ifSuch ~~applicable~~delays could cause the execution price associated with such trades to materially deviate from the Fund’s NAV. ~~The~~Even ~~insolvency~~though the Authorized Purchaser is responsible for the dollar cost of such difference in prices, Authorized Purchasers could default on their obligations to the ~~Custodian~~ Fund, or such potential risks and costs could lead to Authorized Purchasers, who would otherwise be willing to purchase or redeem Baskets to take advantage of any ~~financial~~arbitrage ~~institution~~opportunity inarising ~~which~~from discrepancies between the ~~Underlying Funds~~price ~~holds~~of ~~cash~~the Shares and ~~cash~~the ~~equivalents~~price ~~could~~of ~~result~~the assets, to elect to not participate in athe ~~complete loss~~Fund’s Share creation and redemption processes. This may adversely affect the arbitrage mechanism intended to keep the price of the ~~Underlying~~Shares ~~Funds~~closely linked to the Fund’s ~~assets~~NAV, and as a result, the price of the Shares may fall or otherwise diverge from NAV. ~~The~~If ~~Fund~~the ~~does~~arbitrage mechanism is not ~~maintain~~ ~~large~~effective, ~~cash~~purchases ~~and/~~or ~~cash~~sales ~~equivalent~~of ~~deposits~~Shares ~~due~~on the secondary market could occur at a premium or discount to NAV, which could harm Shareholders by causing them buy Shares at a price higher than the ~~nature~~ value of the ~~investment~~underlying inbitcoin held by the ~~shares~~Fund or sell Shares at a price lower than the value of the ~~Underlying Funds~~Fund’s assets, causing Shareholders to suffer losses. Alternatively, Authorized Purchasers could refrain from participating in creating and redeeming Baskets, and if not replaced, could disrupt the Fund’s ability to operate.

-57-

There is a risk of stale pricing when the markets in which the Fund’s investments trade are closed.

Because certain of the Fund’s investments trade in markets that are closed when the Fund and Exchange are open, there are likely to be deviations between current pricing of an underlying security and stale pricing, resulting in the Fund trading at a discount or premium to NAV greater than those incurred by other ETFs.

The failure or bankruptcy of a clearing broker could result in substantial losses for the Fund; the clearing broker could be subject to proceedings that impair its ability to execute the Fund’s trades.

Under CFTC regulations, a clearing broker with respect to the Fund’s exchange traded Carbon Credit Futures must maintain customers’ assets in a bulk segregated account. If a clearing broker fails to do so or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of a substantial loss of their funds in the event of that clearing broker’s bankruptcy. In that event, the clearing broker’s customers, such as the Fund, are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that clearing broker’s customers. The Fund also may be subject to the risk of the failure of, or delay in performance by, any exchanges and markets and their clearing organizations, if any, on which Cabron Credit Futures are traded.

From time to time, the clearing brokers may be subject to legal or regulatory proceedings in the ordinary course of their business. A clearing broker’s involvement in costly or time‑consuming legal proceedings may divert financial resources or personnel away from the clearing broker’s trading operations, which could impair the clearing broker’s ability to successfully execute and clear the Fund’s trades.

The failure or insolvency of the Fund’s Custodians or other financial institution in which the Fund has deposits could result in a substantial loss of the Fund’s assets.

As noted above, the vast majority of the Fund’s assets are held in cash and cash equivalents with the Custodians, and other financial institutions, if applicable. The insolvency of either Custodian, and any financial institution in which the Fund holds cash and cash equivalents could result in a complete loss of the Fund’s assets.

Third parties may infringe upon or otherwise violate intellectual property rights or assert that the Sponsor has infringed or otherwise violated their intellectual property rights, which may result in significant costs, litigation, and diverted attention of Sponsor’s management.

Third parties may assert that the Sponsor has infringed or otherwise violated their intellectual property rights. Third parties may independently develop business methods, trademarks or proprietary software and other technology similar to that of the Sponsor and claim that the Sponsor has violated their intellectual property rights, including their copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, the Sponsor may have to litigate in the future to determine the validity and scope of other parties’ proprietary rights or defend itself against claims that it has infringed or otherwise violated other parties’ rights. Any litigation of this type, even if the Sponsor is successful and regardless of the merits, may result in significant costs, divert resources from the Fund, or require the Sponsor to change its proprietary software and other technology or enter into royalty or licensing agreements.

~~The~~ On December 17, 2013, the Sponsor ~~has~~was issued a patent on certain business methods and procedures used with respect to the Fund. The patent protects the valuation engine which calculates asset values of futures contracts corresponding to the Fund index in a locked position. A U.S. government maintenance fee is paid every three and one‑half years from the ~~Underlying~~issue ~~Funds~~date. The Sponsor paid the maintenance fee in 2021. The Sponsor utilizes certain proprietary software. Any unauthorized use of such proprietary software, business methods and/or procedures could adversely affect the competitive advantage of the Sponsor or the Fund and/or require the Sponsor to take legal action to protect its rights.

-58-

The Fund may experience substantial losses on transactions if the computer or communications system fails.

The Fund’s ~~and~~trading ~~Underlying Funds’~~ activities depend on the integrity and performance of the computer and communications systems supporting them. Extraordinary transaction volume, hardware or software failure, power or telecommunications failure, a natural disaster, cyber-‑attack or other catastrophe could cause the computer systems to operate at an unacceptably slow speed or even fail. Any significant degradation or failure of the systems that the Sponsor uses to gather and analyze information, enter orders, process data, monitor risk levels and otherwise engage in trading activities may result in substantial losses on transactions, liability to other parties, lost profit opportunities, damages to the Sponsor’s, ~~the~~and Fund’s ~~and the Underlying Funds’~~ reputations, increased operational expenses and diversion of technical resources.

If the computer and communications systems are not upgraded when necessary, the Fund’s financial condition could be harmed.

The development of complex computer and communications systems and new technologies may render the existing computer and communications systems supporting the Fund’s ~~and~~trading ~~Underlying Funds’~~ activities obsolete. In addition, these computer and communications systems must be compatible with those of third parties, such as the systems of exchanges, clearing brokers and the executing brokers. As a result, if these third parties upgrade their systems, the Sponsor will need to make corresponding upgrades to effectively continue its trading activities. The Sponsor may have limited financial resources for these upgrades or other technological changes. The Fund’s future success may depend on the Sponsor’s ability to respond to changing technologies on a timely and cost-‑effective basis.

The Fund ~~and~~depends ~~the Underlying Funds depend~~ on the reliable performance of the computer and communications systems of third parties, such as brokers and futures exchanges, and may experience substantial losses on transactions if they fail.

The Fund ~~and~~depends ~~Underlying Funds depend~~ on the proper and timely function of complex computer and communications systems maintained and operated by the futures exchanges, brokers and other data providers that the Sponsor uses to conduct trading activities. Failure or inadequate performance of any of these systems could adversely affect the Sponsor’s ability to complete transactions, including its ability to close out positions, and result in lost profit opportunities and significant losses on commodity interest transactions. This could have a material adverse effect on revenues and materially reduce the Fund’s available capital ~~of the Fund or an Underlying Fund~~. For example, unavailability of price quotations from third parties may make it difficult or impossible for the Sponsor to conduct trading activities so that anthe ~~Underlying~~ Fund will closely track ~~its~~the ~~Benchmark~~Index. Unavailability of records from brokerage firms may make it difficult or impossible for the Sponsor to accurately determine which transactions have been executed or the details, including price and time, of any transaction executed. This unavailability of information also may make it difficult or impossible for the Sponsor to reconcile its records of transactions with those of another party or to accomplish settlement of executed transactions.

18Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather‑related phenomena generally, and widespread disease, including public health disruptions, pandemics and epidemics (for example, the COVID‑19 pandemic), can be highly disruptive to economies and markets. Such events can, directly or indirectly, negatively impact, and/or cause volatility in, the price of commodities and the value, pricing, and liquidity of the investments or other assets held by the Fund.

~~The~~Recent ~~occurrence~~macroeconomic ofconditions ahave ~~severe~~been ~~weather~~adversely ~~event,~~impacted ~~natural~~by ~~disaster, terrorist~~geopolitical ~~attack,~~instability ~~geopolitical~~and ~~events~~military hostilities in multiple geographies. Geopolitical conflict, ~~outbreak~~including orwar ~~public~~and ~~health emergency~~armed conflicts (such as ~~declared~~Russia’s bycontinued ~~the~~military ~~World~~actions ~~Health~~against ~~Organization~~Ukraine that started in February 2022, conflicts in the ~~continuation~~ orMiddle East, and the expansion of ~~war~~such conflicts in surrounding areas), sanctions, the introduction of or ~~other~~changes ~~hostilities~~in tariffs or trade barriers, global or ~~a prolonged~~local ~~government~~recessions, ~~shutdown~~and ~~may~~acts ~~have~~of ~~significant~~terrorism, ~~adverse~~can ~~effects on~~also, directly or indirectly, negatively impact, and/or cause volatility in, the ~~Fund~~price of commodities and the ~~Underling~~value, ~~Funds~~pricing, and ~~their~~liquidity of the investments ~~and~~or ~~alter current~~other ~~assumptions~~assets ~~and~~held ~~expectations~~by the Fund.

~~The operations~~In oflate February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other countries in the ~~Fund~~region and in the ~~Underlying~~west. ~~Funds~~The responses of countries and political bodies to Russia’s actions, the ~~exchanges~~larger overarching tensions, ~~brokers~~ and ~~counterparties~~Ukraine’s ~~with~~military ~~which~~response and the ~~Funds~~potential dofor ~~business~~wider conflict increased financial market volatility generally, had severe adverse effects on regional and ~~the~~ global economic markets, inand ~~which~~caused ~~the~~volatility ~~Funds~~in docertain ~~business~~markets. ~~could~~Such beevents ~~severely disrupted~~may occur in the ~~event~~future, ofdue ato ~~severe~~the ~~weather~~region’s ~~event,~~importance ~~natural~~to ~~disaster~~these markets, ~~major~~ ~~terrorist~~potential ~~attack,~~impacts ~~cyber-attack,~~to ~~data~~global ~~breach~~transportation and shipping, ~~outbreak~~and ~~or public~~other ~~health~~supply ~~emergency~~chain asdisruptions, ~~declared~~and byadversely impact the ~~World~~Fund’s ~~Health Organization~~ability ~~(such~~to asachieve ~~the~~its ~~spread~~investment ofobjective. ~~the~~These ~~novel~~events ~~coronavirus~~are ~~known~~unpredictable ~~as COVID-19),~~and ormay ~~the~~lead ~~continuation~~to orextended ~~expansion~~periods of ~~war~~price ~~or other hostilities~~volatility.

War and other geopolitical events in eastern Europe, including but not limited to Russia and Ukraine, may cause volatility in commodity prices including energy and grain prices, due to the region’s importance to these markets, potential impacts to global transportation and shipping, and other supply chain disruptions. These events are unpredictable and may lead to extended periods of price volatility.-59-

~~Global terrorist~~Failures ~~attacks,~~or ~~anti-terrorism~~breaches initiatives, and political unrest, as well as the adverse impact the COVID-19 pandemic has had on the global and U.S. markets and economy, continue to fuel concerns. For example, the COVID-19 pandemic may continue to adversely impact the level of ~~services~~electronic ~~currently~~systems ~~provided by the U.S. government,~~ could ~~weaken~~disrupt the ~~U.S.~~Fund’s ~~economy,~~trading ~~interfere~~activity ~~with the commodities markets that rely upon data published by U.S. federal government agencies,~~ and ~~prevent~~materially affect the Fund’s ~~and the Underlying Funds from receiving necessary regulatory review or approvals~~profitability. The types of events discussed above, including the COVID-19 pandemic, are highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses.

~~More generally,~~Failures aor ~~climate~~breaches of ~~uncertainty~~the ~~and~~electronic ~~panic,~~systems ~~including~~of the ~~contagion~~ ofFund, the ~~COVID-19~~Sponsor, ~~virus~~the ~~and~~Custodians ~~other infectious viruses~~ or ~~diseases,~~ ~~may~~other ~~adversely~~financial ~~affect~~institutions ~~global,~~in ~~regional,~~which ~~and local economies and reduce~~ the ~~availability~~Fund ~~of potential investment opportunities~~invests, ~~and~~or ~~increases~~ the ~~difficulty~~Fund’s ofother ~~performing~~service ~~due diligence~~providers, ~~and modeling~~ market ~~conditions~~makers, ~~potentially~~Authorized ~~reducing~~Purchasers, ~~the accuracy~~NYSE ~~of financial projections. Under these circumstances~~Arca, ~~the Fund~~exchanges ~~and~~on ~~the~~which ~~Underlying~~Carbon ~~Funds~~Credit ~~may~~Futures ~~have~~are ~~difficulty~~traded ~~achieving~~or ~~their investment objectives which may adversely impact performance. Further~~cleared, ~~such~~or ~~events~~counterparties ~~can~~have bethe ~~highly~~ability ~~disruptive~~ to ~~economies~~cause disruptions and ~~markets,~~ ~~significantly~~negatively ~~disrupt~~impact the ~~operations~~Fund’s ofbusiness ~~individual companies (including~~operations, ~~but~~potentially ~~not~~resulting ~~limited~~in financial losses to, the Fund’s and ~~the Underlying~~its ~~Funds’~~shareholders. ~~Sponsor~~Such ~~and~~failures ~~third~~or ~~party~~breaches ~~service~~may ~~providers), sectors,~~include ~~industries,~~intentional ~~markets,~~cyber‑attacks ~~securities~~that ~~and~~may ~~commodity~~result ~~exchanges, currencies,~~in ~~interest~~an ~~and~~unauthorized ~~inflation~~party ~~rates,~~gaining ~~credit~~access ~~ratings,~~to ~~investor sentiment,~~electronic ~~and~~systems ~~other~~in ~~factors~~order ~~affecting~~to ~~the~~misappropriate ~~value of~~ the Fund’s ~~and~~assets ~~the~~or ~~Underlying~~sensitive ~~Funds’ investments~~information. ~~These factors~~While ~~could~~the ~~cause~~Fund ~~substantial~~has ~~market~~established ~~volatility,~~business ~~exchange~~continuity ~~trading suspensions~~plans and ~~closures~~risk ~~that~~management ~~could~~systems ~~impact~~seeking ~~the~~to ~~ability~~address ofsystem ~~the~~breaches ~~Fund and~~or ~~the~~failures, ~~Underlying~~there ~~Funds~~are toinherent ~~complete~~limitations ~~redemptions~~in ~~and~~such ~~otherwise affect~~plans ~~Fund~~ and ~~Underlying Fund performance and trading in the secondary market~~systems. AFurthermore, ~~widespread crisis may also affect~~ the ~~global economy~~Fund ~~in ways that~~ cannot ~~necessarily~~control ~~be foreseen at~~ the ~~current time.~~cyber ~~How~~security ~~long~~plans ~~such events will last~~ and ~~whether~~systems ~~they~~of ~~will~~the ~~continue~~ Custodians or ~~recur~~other ~~cannot~~financial beinstitutions ~~predicted.~~in ~~Impacts~~which ~~from~~the ~~these~~Fund ~~events~~invests, ~~could~~or ~~have significant~~the ~~impact on~~ Fund’s ~~and~~other ~~Underlying~~service ~~Fund performance~~providers, ~~resulting~~ inmarket ~~losses~~makers, toAuthorized ~~your~~Purchasers, ~~investment.~~NYSE ~~The~~Arca, ~~current~~exchanges ~~and~~on ~~future global~~which ~~economic~~Carbon ~~impact~~Credit ~~may~~Futures ~~cause~~are ~~the~~traded ~~underlying assumptions and expectations of the Fund and the Underlying Funds to become outdated quickly~~ or ~~inaccurate~~cleared, ~~resulting~~or ~~in significant losses~~counterparties.

~~In late~~An ~~February~~investment ~~2022,~~in ~~Russia~~a ~~invaded~~Fund ~~Ukraine,~~faces ~~significantly amplifying~~numerous ~~already~~risks ~~existing~~from ~~geopolitical~~its ~~tensions~~shares ~~among~~being ~~Russia~~traded ~~and other countries~~ in the ~~region~~secondary ~~and~~market, inany ~~the west. The responses~~ of ~~countries~~ ~~and~~which ~~political~~may ~~bodies~~lead to ~~Russia’s actions,~~ the ~~larger~~ ~~overarching~~Shares ~~tensions,~~trading ~~and~~at ~~Ukraine’s~~a ~~military~~premium ~~response and~~or ~~the~~discount ~~potential~~to for wider conflict may increase financial market volatility generally, have severe adverse effects on regional and global economic markets, and cause volatility in the price of agricultural products, including agricultural futures, and the share price of the FundNAV.

~~Failures~~Although the Shares are listed for trading on the NYSE Arca, there can be no assurance that an active trading market for such Shares will be maintained. Trading in Shares may be halted due to market conditions or ~~breaches~~for ofreasons ~~electronic~~that, ~~systems~~in ~~could~~the ~~disrupt~~view of the NYSE Arca, make trading ~~activity~~in ~~and~~Shares ~~materially~~inadvisable. ~~affect~~There can be no assurance that the ~~profitability~~requirements of the ~~Underlying~~ ~~Funds~~NYSE Arca necessary to maintain the listing of the Fund will continue to be met or will remain unchanged or that the shares will trade with any volume, or at all. The NAV of Shares will generally fluctuate with changes in the market value of the Fund’s portfolio holdings. The market prices of Shares will generally fluctuate in accordance with changes in the Fund’s NAV and supply and demand of shares on the NYSE Arca. It cannot be predicted whether the Shares will trade below at or above their NAV. To the extent Shares trade at prices that are disconnected from NAV, changes in the market price of Shares may substantially vary from changes in the Index, even if the Fund’s NAV closely tracks the movements in the Index. This risk is heightened in times of market volatility or periods of steep market declines. In such market conditions, market or stop loss orders to sell Fund Shares may be executed at prices well below NAV. Additionally, investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of shares. Finally, secondary market trading is subject to bid-ask spreads.

Failures or breaches of the electronic systems of the Underlying Fund and/or the Fund, the Sponsor, the Custodian or other financial institutions in which the Underlying Funds or the Fund invests, or the Fund’s other service providers, market makers, Authorized Purchasers, NYSE Arca, exchanges on which Futures Contracts or other commodity interests are traded or cleared, or counterparties have the ability to cause disruptions and negatively impact the Fund’s business operations, potentially resulting in financial losses to the Fund and its shareholders. Such failures or breaches may include intentional cyber-attacks that may result in an unauthorized party gaining access to electronic systems in order to misappropriate the Fund’s assets or sensitive information. While the Fund has established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Furthermore, the Fund cannot control the cyber security plans and systems of the Custodian or other financial institutions in which the Fund invests, or the Fund’s other service providers, market makers, Authorized Purchasers, NYSE Arca, exchanges on which Futures Contracts or other commodity interests are traded or cleared, or counterparties.

An investment in a Fund faces numerous risks from its shares being traded in the secondary market, any of which may lead to the Fund’s shares trading at a premium or discount to NAV.

Although the Fund’s shares are listed for trading on the NYSE Arca, there can be no assurance that an active trading market for such shares will develop or be maintained. Trading in the Fund’s shares may be halted due to market conditions or for reasons that, in the view of the NYSE Arca, make trading in shares inadvisable. There can be no assurance that the requirements of the NYSE Arca necessary to maintain the listing of the Fund will continue to be met or will remain unchanged or that the shares will trade with any volume, or at all. The NAV of the Fund’s shares will generally fluctuate with changes in the market value of the Fund’s portfolio holdings. The market prices of shares will generally fluctuate in accordance with changes in the Fund’s NAV and supply and demand of shares on the NYSE Arca. It cannot be predicted whether the Fund’s shares will trade below, at or above their NAV. Investors buying or selling Fund shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of shares.

The NYSE Arca may halt trading in the Shares which would adversely impact your ability to sell Shares.

Trading in Shares of the Fund may be halted due to market conditions or, in light of NYSE Arca rules and procedures, for reasons that, in view of the NYSE Arca, make trading in Shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require trading to be halted for a specified period based on a specified market decline. There can be no assurance that the requirements necessary to maintain the listing of the Shares will continue to be met or will remain unchanged. The Fund will be terminated if its Shares are delisted.

19A suspension in the ability of Authorized Participants to create or redeem shares may adversely impact trading of the Fund’s shares in the secondary market.

The ~~event~~ability of aAuthorized Participants to create or redeem shares may be suspended for several reasons, including but not limited to the Fund voluntarily imposing such restrictions. A suspension in the ability of Authorized Participants would have no impact on the Fund’s investment objective; the Fund’s investment objective would remain the same – to ~~create~~have orthe ~~redeem~~daily changes in the Fund shares’ NAV reflect the daily changes of the Index. Nor would the Index change.

~~The ability~~With respect to the impact of a suspension on the price of Fund shares in the secondary market, Authorized Participants and other groups that make a market in shares of the Fund would likely continue to ~~create~~actively ortrade ~~redeem~~the Fund’s shares. ~~may be~~However, ~~suspended~~in ~~for~~such ~~several~~a ~~reasons~~situation, ~~including~~Authorized ~~but~~Participants ~~not~~and ~~limited~~other market makers may seek to adjust the ~~Fund~~ ormarket ~~the~~they ~~Underlying~~make ~~Fund~~in ~~voluntarily~~the ~~imposing~~shares. Specifically, such ~~restrictions. A~~market ~~suspension~~participants inmay increase the ~~ability~~spread ofbetween ~~Authorized~~the ~~Participants~~prices that they quote for offers to buy and sell shares to allow them to adjust to the potential uncertainty as to when they might be able to create or redeem ~~Shares~~additional ~~would~~shares. ~~have~~In noaddition, Authorized Participants may be less willing to quote offers to buy or sell shares in large numbers. The potential impact of either wider spreads between bid and offer prices, or reduced number of shares on which quotes may be available, could increase the ~~Fund's~~trading ~~investment objective;~~costs to investors in the Fund's ~~investment~~compared ~~objective~~to ~~would~~the ~~remain~~quotes and the ~~same –~~number toof ~~provide~~shares ~~daily~~on ~~investment~~which ~~results~~bids ~~that~~and ~~reflect~~offers are made if the ~~combined~~ ~~daily~~Authorized ~~performance~~Participants still were able to freely create new baskets of ~~the~~shares. ~~Underlying~~In ~~Funds~~addition, asthere ~~measured~~could by be a ~~benchmark.~~significant ~~Nor~~increase ~~would~~in the ~~Benchmark~~premium/discount ~~change~~between – the ~~benchmark would~~market ~~remain~~price at which shares are traded and the ~~same~~shares’ net asset value. The net asset value is the price at which the Fund can be created or redeemed by Authorized Participants

With respect to the impact of a suspension on the price of Fund shares in the secondary market, Authorized Participants and other groups that make a market in shares of the Fund would likely continue to actively trade the Fund's shares. However, in such a situation, Authorized Participants and other market makers may seek to adjust the market they make in the shares. Specifically, such market participants may increase the spread between the prices that they quote for offers to buy and sell shares to allow them to adjust to the potential uncertainty as to when they might be able to create or redeem additional shares. In addition, Authorized Participants may be less willing to offer to quote offers to buy or sell shares in large numbers. The potential impact of either wider spreads between bid and offer prices, or reduced number of shares on which quotes may be available, could increase the trading costs to investors in the Fund compared to the quotes and the number of shares on which bids and offers are made if the Authorized Participants still were able to freely create new baskets of shares. In addition, there could be a significant increase in the premium/discount between the market price at which shares are traded and the shares’ net asset value. The net asset value is the price at which the Fund can be created or redeemed by Authorized Participants.-60-

If the processes of creation and redemption mechanism encounter any unanticipated difficulties, the opportunities for arbitrage transactions intended to keep the price of the Shares closely linked to the Fund’s NAV may not exist and, as a result, the price of the Shares may fall.

If the creation and redemption of the Shares encounter any unanticipated difficulties, including, but not limited to, the Fund’s inability in the future to obtain regulatory approvals for the offer and sale of additional Shares after the present offering is completed, potential market participants who would otherwise be willing to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepancies between the price of the Shares and the price of the underlying assets may not take the risk that, as a result of those difficulties, they may not be able to realize the profit they expect. If this is the case, the liquidity of Shares and price of Shares may decline independent of the NAV of Shares.

The postponement, suspension or rejection of creation or redemption orders may adversely affect an investment in the Shares.

Under the Trust Agreement, the Sponsor may suspend or reject creation or redemption orders, as applicable, for a variety of permitted reasons under certain circumstances. To the extent such orders are suspended or rejected, the arbitrage mechanism resulting from the process through which Authorized Purchasers create and redeem Shares directly with the Fund may fail to closely link the price of the Shares to the price of the underlying products in the relevant commodities markets, as measured using the Bitcoin Price. If this is the case, the liquidity of the Shares may decline and the price of the Shares may fluctuate independently of the value of the investments which comprise the Index and may fall.

The lack of active trading markets for the Shares of the Fund may result in losses on your investment in the Fund at the time of disposition of your Shares.

Although the Shares of the Fund will be listed and traded on the NYSE Arca, there can be no guarantee that an active trading market for the Shares of the Fund will be maintained. If you need to sell your Shares at a time when no active market for them exists, the price you receive for your Shares, assuming that you are able to sell them, likely will be lower than what you would receive if an active market did exist.

~~Risk~~The value of ~~Leverage~~the ~~and~~Shares ~~Volatility~~could decrease if unanticipated operational or trading problems arise.

IfThe anmechanisms ~~Underlying~~and ~~Fund~~procedures ~~becomes~~governing ~~leveraged~~the creation, redemption and offering of the Shares and storage of the Fund’s ~~could~~bitcoin ~~incur substantial~~has ~~losses~~been ifdeveloped specifically for this product offering. There may be unanticipated problems or issues with respect to the ~~Underlying~~mechanics of the Fund’s operations and the trading ~~positions suddenly~~of ~~turn~~the ~~unprofitable~~Shares that could have an adverse effect on an investment in the Shares. In addition, although the Fund is not actively “managed” by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s past experience and qualifications may not be suitable for solving these problems or issues.

~~Commodity pools’~~The ~~trading~~Fund ~~positions~~is insubject ~~commodity interests are typically required~~ to ~~be secured by~~ the ~~deposit~~regulatory ofrisks ~~margin~~associated funds or collateral that represents only a small percentage of the commodity interest’s entire market value. This feature permits commodity pools to “leverage” their assets by purchasing or selling commodity interests with anbeing ~~aggregate notional amount in excess of the commodity pool’s assets. While this leverage can increase~~ a ~~pool’s profits, relatively small adverse movements in the price of the pool’s~~ commodity ~~interests~~ ~~can cause significant losses to the~~ pool. While the Sponsor does not intend to leverage the assets of any Underlying Fund, it is not prohibited from doing so under the Trust Agreement. If the Sponsor were to cause or permit an Underlying Fund to become leveraged, the Fund could incur substantial losses if an Underlying Fund’s trading positions suddenly turn unprofitable.

Under regulations promulgated by the CFTC, the Fund is considered a commodity pool, and therefore is subject to regulation under the CEA and CFTC rules. The ~~price~~Sponsor is registered as a CPO and CTA and manages the investments of ~~agricultural~~the ~~commodities~~Fund ~~can~~in beaccordance ~~volatile~~with ~~which~~its ~~could cause~~investment ~~large~~objective ~~fluctuations~~and strategies, as well as in accordance with CFTC rules. Commodity pools are subject to additional laws, regulations and enforcement policies, all of which may potentially increase compliance costs and may affect the ~~price~~operations and financial performance of ~~Shares~~the Fund. Additionally, positions in commodity-linked derivative instruments may have to be liquidated at disadvantageous times or prices to prevent the Fund from exceeding any applicable position limits established by the CFTC. Such actions may subject the Fund to substantial losses.

~~Over the counter Contract Risk~~-61-

~~Over~~Regulation of the ~~counter~~commodity ~~transactions~~interests and commodity markets is extensive and constantly changing. Future regulatory developments are ~~subject~~impossible to ~~changing regulation~~predict but may significantly and adversely affect the Fund.

~~A portion~~The regulation of ~~the~~futures ~~Fund’s~~markets, ~~assets~~futures ~~may~~contracts beand ~~used~~futures toexchanges ~~trade~~has ~~over~~historically ~~the counter~~been ~~commodity interests of the Underlying Funds, such as forward contracts or swaps~~comprehensive. The ~~markets~~CFTC ~~for~~and ~~over~~ the ~~counter contracts~~exchanges ~~will~~are ~~continue~~authorized to ~~rely~~take ~~upon~~extraordinary ~~the~~actions ~~integrity of market participants~~ in ~~lieu of~~ the ~~additional~~event ~~regulation~~of ~~imposed~~a bymarket ~~the CFTC~~emergency ~~on participants in the futures markets. To date~~including, ~~the forward markets have been largely unregulated, except~~ for ~~anti-manipulation and anti-fraud provisions~~example, ~~forward~~the ~~contracts~~retroactive ~~have~~implementation ~~been~~of ~~executed bi-laterally~~speculative ~~and,~~position ~~in general historically~~limits, ~~forward contracts have not been cleared or guaranteed by a third party. While~~ increased ~~regulation~~ ofmargin ~~over~~requirements, the ~~counter~~establishment ~~commodity~~of ~~interests~~daily isprice ~~likely~~limits ~~to result~~and ~~from changes that are required to be effectuated by~~ the ~~Dodd-Frank~~ ~~Act,~~suspension ~~there~~of istrading noon ~~guarantee~~an ~~that~~exchange ~~such~~or ~~increased regulation~~trading ~~will be effective to reduce these risks~~facility.

The ~~Underlying~~regulation ~~Funds~~of ~~will~~commodity beinterest transactions in the United States is a rapidly changing area of law and is subject to ~~credit~~ongoing ~~risk~~modification ~~with~~by ~~respect~~governmental and judicial action. This is particularly so whenever there is a change in presidential administration, which can lead to ~~counterparties~~ changes in regulatory priorities and policy. In addition, the Fund is subject to ~~over~~significant disclosure, internal control, governance, and financial reporting requirements because the ~~counter~~Shares ~~contracts~~are ~~entered~~publicly ~~into~~traded. byThere is a possibility of future regulatory changes within the ~~Underlying~~ ~~Funds~~United States altering, perhaps to a material extent, the nature of an investment in the Fund, or the ability for the Fund to continue to implement its investment strategy. The effect of any future regulatory change on the Fund is impossible to predict but could be substantial and adverse.

~~The Underlying~~Registration ~~Funds~~of ~~face~~ the ~~risk~~Sponsor ofas ~~non-performance~~a byCPO ~~the counterparties~~imposes toadditional ~~over~~compliance ~~the~~obligations ~~counter~~on ~~contracts.~~the ~~Unlike~~Sponsor inand ~~futures contracts,~~ the ~~counterparty~~Fund related to ~~these~~additional ~~contracts is generally a single bank or other financial institution~~laws, ~~rather~~regulations ~~than~~and aenforcement ~~clearing organization backed by a group of financial institutions. As a result~~policies, ~~there~~which ~~will~~could beincrease ~~greater~~compliance ~~counterparty~~costs ~~credit~~and ~~risk in these transactions. A counterparty~~ may ~~not~~affect bethe ~~able~~operations toand ~~meet~~financial ~~its obligations~~performance toof ~~an Underlying Fund, in which case~~ the ~~Underlying~~ Fund ~~could suffer significant losses on these contracts~~.

IfThe ~~a counterparty~~Fund’s ~~becomes~~investment ~~bankrupt~~exposure orto ~~otherwise~~carbon ~~fails~~credit tofutures ~~perform~~contracts ~~its obligations~~will ~~due~~cause it to ~~financial~~be ~~difficulties,~~deemed ~~the~~to ~~Underlying~~be ~~Fund~~a ~~may experience~~commodity ~~significant~~pool, ~~delays~~thereby insubjecting ~~obtaining~~the ~~any~~Fund ~~recovery~~to inregulation ~~a bankruptcy~~under orthe ~~other~~CEA ~~reorganization~~and ~~proceeding~~CFTC regulations. ~~During~~The ~~any~~Sponsor ~~such period,~~is ~~the~~registered ~~Underlying~~as ~~Fund~~a ~~may~~CPO ~~have~~and ~~difficulty~~the inFund ~~determining~~will ~~the value~~be ofoperated ~~its~~in ~~contracts~~accordance with ~~the~~applicable ~~counterparty,~~CFTC ~~which~~regulations. inRegistration ~~turn~~as ~~could result~~a inCPO ~~the~~imposes ~~overstatement~~additional orcompliance ~~understatement~~obligations ofon the ~~Underlying Fund’s~~Sponsor ~~NAV~~ and, ~~indirectly,~~ the Fund’s ~~NAV.~~related ~~The Underlying~~to ~~Fund~~additional ~~may~~laws, ~~eventually~~regulations ~~obtain~~and ~~only~~enforcement ~~limited~~policies, ~~recovery~~which orcould ~~no recovery~~increase incompliance ~~such~~costs ~~circumstances.~~and ~~Failure~~may byaffect anthe ~~Underlying~~operations ~~Fund~~and ~~to recover~~financial ~~sufficient~~performance ~~amounts~~of in the ~~event~~Fund. ofFor aexample, ~~counterparty~~the ~~default could~~Sponsor ~~result~~will inbe ~~losses~~required to ~~the~~post ~~Underlying~~certain documents on the Fund’s ~~and~~website, ~~impact~~make ~~its~~periodic ~~NAV~~filings with the NFA, ~~which~~ ~~could~~retain ~~result~~certain inrecords, ~~corresponding~~and ~~adverse~~implement ~~effects~~certain onpolicies ~~the Fund~~and procedures.

20As the Sponsor and its management have limited history of operating investment vehicles like the Fund, their experience may be inadequate or unsuitable to manage the Fund.

The ~~Underlying~~past ~~Funds~~performances of the Sponsor’s management in other investment vehicles are no indication of their ability to manage an investment vehicle such as the Fund. If the experience of the Sponsor and its management is inadequate or unsuitable to manage an investment vehicle such as the Fund, the operations of the Fund may be ~~subject~~adversely toaffected. ~~liquidity~~Furthermore, ~~risk~~the ~~with~~Sponsor ~~respect~~ is currently engaged in the management of other investment vehicles which could divert their attention and resources. If the Sponsor were to ~~over~~experience difficulties in the ~~counter~~management ~~contracts~~of such other investment vehicles that damaged the Sponsor or its reputation, it could have an adverse impact on the Sponsor’s ability to continue to serve as Sponsor for the Fund.

~~Over the~~The ~~counter~~Shareholders’ ~~contracts~~limited ~~may~~rights ~~have~~of ~~terms~~legal ~~that~~recourse ~~make~~against ~~them less marketable than Futures Contracts. Over~~ the ~~counter contracts are less marketable because they are not traded on an exchange~~Fund, ~~do not have uniform terms and conditions~~Trustee, ~~and are entered into based upon the creditworthiness of the parties and the availability of credit support~~Sponsor, ~~such~~Marketing ~~as collateral~~Agent, ~~and in general~~Kaiko, ~~they~~Solactive ~~are~~and ~~not transferable~~Custodians ~~without~~expose the ~~consent~~Fund ~~of the counterparty. These conditions make such contracts less liquid than standardized futures contracts traded on a commodities exchange~~ and ~~diminish~~its ~~the ability~~Shareholders to ~~realize~~ the ~~full~~risk ~~value~~ of ~~such~~loss ~~contracts. In addition, even if collateral is used to reduce counterparty credit risk, sudden changes in the value~~ of ~~over~~ the ~~counter transactions may leave a party open to financial risk due to a counterparty default since the collateral held may not cover a party~~Fund’s ~~exposure~~assets ~~on the~~for ~~transaction~~which inno ~~such~~person ~~situations~~is liable.

~~In general,~~Shareholders’ ~~valuing~~recourse ~~OTC~~against ~~derivatives~~the isFund, ~~less~~Trustee, ~~certain~~Custodians ~~than~~and ~~valuing actively~~Sponsor ~~traded~~under ~~financial~~New ~~instruments~~York ~~such~~law or Minnesota law, as ~~exchange~~applicable, ~~traded futures~~governing ~~contracts~~their ~~and~~custody ~~securities~~operations ~~because~~is limited. Similarly, the ~~price~~Shareholders’ ~~and~~recourse ~~terms~~against ~~on which~~the ~~such~~Sponsor, ~~OTC~~the ~~derivatives~~Marketing ~~are~~Agent, ~~entered~~Kaiko ~~into~~and orSolactive ~~can~~for bethe ~~terminated are~~services ~~individually~~they ~~negotiated,~~provide ~~and~~to ~~those~~the ~~prices~~Fund, ~~and~~including ~~terms~~those ~~may~~relating ~~not reflect~~to the ~~best~~provision ~~price~~of orinstructions ~~terms~~relating ~~available~~to ~~from~~the ~~other~~movement ~~sources.~~of ~~In addition~~bitcoin, ~~while~~is ~~market~~limited. ~~makers~~Consequently, ~~and~~a ~~dealers~~loss ~~generally~~may ~~quote indicative~~be ~~prices~~suffered orwith ~~terms~~respect ~~for~~to ~~entering~~the ~~into~~Fund’s orassets ~~terminating~~for ~~OTC contracts,~~which ~~they~~no ~~typically~~person ~~are~~is ~~not~~liable ~~contractually~~in ~~obligated~~damages. ~~to do so~~Further, ~~particularly~~ ifthere ~~they~~is ~~are~~no ~~not a~~ third-party insurance to ~~the~~cover ~~transaction.~~any Asloss ~~a result,~~that it may be ~~difficult~~suffered towith ~~obtain~~respect anto ~~independent~~the ~~value~~Fund’s ~~for an outstanding OTC derivatives transaction~~assets.

~~The foregoing liquidity risks could impact adversely affect the Fund’s ability to meet its investment objective.~~-62-

~~In addition,~~Assets ~~regulations~~held ~~adopted~~ by global prudential regulators that are now in effect require certain prudentially regulated entities and certain of their affiliates and subsidiaries (including swap dealers) to include in their derivatives contracts and certain other financial contracts, terms that delay or restrict the ~~rights of~~Fund counterparties (such as the Funds) to terminate such contracts, foreclose upon collateral, exercise other default rights or restrict transfers of credit support in the event that the prudentially regulated entity and/or its affiliates are not subject to ~~certain~~ ~~types~~FDIC ~~of resolution~~ or ~~insolvency~~SIPC ~~proceedings~~protections. Similar regulations and laws have been adopted in non-US jurisdictions that may apply to a Fund’s counterparties located in those jurisdictions. It is possible that these new requirements, as well as potential additional related government regulation, could adversely affect a Fund’s ability to terminate existing derivatives contracts, exercise default rights or satisfy obligations owed to it with collateral received under such contracts.

~~Risk~~The Fund is not a banking institution or otherwise a member of ~~Trading~~the Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”) and, therefore, deposits held with or assets held by the Fund are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions. The undivided interests in ~~International~~the ~~Markets~~Fund’s assets represented by Shares in the Fund are not insured directly by the Trustee or the Sponsor.

~~Trading~~The inCustodians’ ~~international~~limited ~~markets~~liability ~~would~~under ~~expose~~the respective Bitcoin Custody Agreement or Non-Digital Custody Agreement may impair the ~~Underlying~~ability ~~Funds~~ of the Fund to ~~credit~~recover losses relating to its assets and ~~regulatory~~any ~~risk~~recovery may be limited, even in the event of fraud, to the market value of the assets at the time the fraud is discovered.

~~A significant~~Under ~~portion of~~ the ~~Futures~~respective ~~Contracts~~Bitcoin ~~entered~~Custody ~~into~~Agreement byand the ~~Underlying~~ ~~Funds~~Non-Digital ~~will~~Custody ~~be traded on United States exchanges including the CBOT and ICE Futures. However~~Agreement, ~~a portion of~~ the ~~Underlying~~ ~~Funds~~respective custodian’s ~~trades~~liability ~~may~~is ~~take~~limited ~~place on markets or exchanges outside the United States. Some non-U.S. markets present risks because they are not subject~~ to the ~~same~~greater ~~degree~~ of ~~regulation as~~(i) ~~their~~the ~~U.S.~~market ~~counterparts.~~value ~~None~~ of the ~~CFTC,~~Fund’s ~~NFA,~~assets orat ~~any~~the ~~domestic exchange~~time ~~regulates~~the ~~activities~~events ofgiving ~~any~~rise ~~foreign~~to ~~boards of trade or exchanges, including~~ the ~~execution,~~liability ~~delivery~~occurred and ~~clearing~~(ii) ~~of transactions, has~~ the ~~power~~fair tomarket ~~compel~~value ~~enforcement~~ of the ~~rules~~Fund’s ofassets ~~a foreign~~at ~~board of trade or exchange or of any applicable non-U.S. laws. Similarly,~~ the ~~rights~~time ofthat ~~market participants, such as~~ the ~~Underlying~~ ~~Funds,~~custodian innotifies the ~~event~~Sponsor ~~of the insolvency~~ or ~~bankruptcy~~Trustee ~~of a non-U.S. market or broker are also likely to be more limited than~~ in ~~the~~writing, ~~case of U.S. markets~~ or ~~brokers. As a result, in these markets,~~ the ~~Underlying~~Sponsor ~~Funds have less legal and regulatory protection than they do when they trade domestically. Currently the Fund does not place any trades for the Fund~~ or the ~~Underlying~~Trustee ~~Funds on~~otherwise ~~any~~has ~~markets~~actual orknowledge ~~exchanges outside~~ of the ~~United~~events ~~States~~giving ~~and~~rise ~~does not~~to ~~anticipate doing so in~~ the ~~near future~~liability.

In ~~some of~~addition, ~~these~~the ~~non~~Bitcoin Custodian and Non-~~U.S.~~Digital ~~markets,~~Custodian ~~the~~will not be liable for any delay in performance onor aany ~~futures~~non-performance ~~contract~~of is any of its custodial obligations under the ~~responsibility~~Trust Agreement by reason of ~~the~~any ~~counterparty~~cause ~~and~~beyond isits ~~not~~reasonable ~~backed~~control, byincluding ~~an exchange~~acts of God, war or ~~clearing~~terrorism. ~~corporation~~The Bitcoin Custodian and ~~therefore~~Non-Digital ~~exposes~~Custodian ~~an Underlying~~will ~~Fund~~also tonot ~~credit~~be ~~risk.~~liable ~~Additionally,~~for ~~trading~~any onsystem ~~non-U.S. exchanges~~failure isor ~~subject~~third-party topenetration of the ~~risks~~Fund’s ~~presented~~accounts, byunless ~~exchange~~such ~~controls, expropriation,~~system ~~increased~~failure ~~tax~~or ~~burdens~~third-party ~~and~~penetration ~~exposure~~is tothe ~~local~~result ~~economic declines~~of ~~and~~gross ~~political~~negligence, ~~instability.~~bad Anfaith ~~adverse~~or ~~development~~willful ~~with respect~~misconduct toon ~~any~~the part of ~~these~~the ~~variables~~Bitcoin ~~could~~Custodian ~~reduce~~or Non-Digital Custodian. As a result, the ~~profit~~recourse of the Fund or ~~increase~~ the ~~loss~~Shareholder, ~~earned~~under onNew ~~trades~~York inlaw ~~the~~or ~~affected~~Minnesota ~~international markets~~law, as applicable, may be limited.

~~International~~The ~~trading~~Fund ~~activities~~may ~~subject~~not ~~the~~have ~~Underlying~~adequate ~~Funds~~sources ~~to foreign~~of ~~exchange~~recovery ~~risk~~if its assets are lost, stolen or destroyed.

~~The price~~If ofthe ~~any~~Fund’s ~~non-U.S.~~assets ~~commodity~~are ~~interest and~~lost, ~~therefore,~~stolen ~~the potential~~or ~~profit~~destroyed ~~and~~under ~~loss~~circumstances onrendering ~~such~~a ~~investment,~~party ~~may~~liable beto ~~affected~~the ~~by any~~Fund, ~~variance in~~ the ~~foreign~~responsible ~~exchange~~party ~~rate~~may ~~between~~not have the ~~time~~financial ~~the order~~resources issufficient ~~placed~~to ~~and~~satisfy the ~~time~~Fund’s itclaim. isFor ~~liquidated~~example, ~~offset~~as orto ~~exercised. However,~~ a ~~portion~~particular event of ~~the~~loss, ~~trades for Fund or~~ the ~~Underlying~~only ~~Funds may~~source ~~take~~of ~~place~~recovery infor ~~markets~~the ~~and~~Fund onmight ~~exchanges~~be ~~outside~~limited ofto the ~~U.S.~~applicable ~~Some non-U.S.~~Bitcoin ~~markets~~Custodian ~~present~~or ~~risks~~Non-Digital ~~because~~Custodian ~~they~~or, ~~are not subject~~ to the ~~same~~ ~~degree~~extent ofidentifiable, ~~regulation~~other asresponsible ~~their~~third ~~U.S.~~parties ~~counterparts.~~(for Asexample, a ~~result, changes~~thief inor ~~the~~terrorist), ~~value~~any of ~~the~~which ~~local~~may ~~currency~~not ~~relative~~have to the ~~U.S. dollar~~financial ~~may~~resources ~~cause~~(including ~~losses~~liability insurance coverage) to ~~the~~satisfy ~~Underlying~~a ~~Fund~~valid ~~even~~claim ifof the ~~contract is profitable~~Fund.

21The Administrator is responsible for determining the value of the Fund’s assets, and any errors, discontinuance or changes in such valuation calculations may have an adverse effect on the value of the Shares.

The ~~Underlying~~Administrator ~~Funds~~will determine the Fund’s ~~international~~NAV ~~trading~~and ~~could~~NAV ~~expose~~per ~~them to~~Share ~~losses~~on ~~resulting~~a daily basis as soon as practicable after 4:00 p.m. Eastern Time on each business day. The Administrator’s determination is made utilizing data from ~~non~~the Non-UDigital Custodian operations and the value of bitcoin as determined by the Index, calculated at 4:00 p.Sm. ~~exchanges~~Eastern Time on such day. To the extent that ~~are~~the ~~less~~Fund’s ~~developed~~ NAV or ~~less~~NAV ~~reliable~~per ~~than~~Share ~~United~~are ~~States~~incorrectly ~~exchanges~~calculated, the Administrator may not be liable for any error and such misreporting of valuation data could adversely affect an investment in the Shares.

~~Some non-U.S.~~If ~~exchanges~~the ~~also~~Fund ~~may~~incurs beextraordinary expenses in aU.S. ~~more~~Dollars, ~~developmental~~the ~~stage~~Fund ~~so that~~will ~~prior~~sell ~~price~~bitcoins ~~histories~~and ~~may~~Carbon ~~not~~Credit beFutures ~~indicative~~to ofpay ~~current~~these ~~price dynamics~~expenses. InThe ~~addition,~~sale of the ~~Underlying~~Fund’s ~~Funds~~bitcoins ~~may~~and ~~not~~Carbon ~~have~~Credit ~~the~~Futures ~~same access~~ to ~~certain~~pay ~~positions~~expenses onat ~~foreign~~a ~~trading~~time ~~exchanges~~of aslow ~~do local~~bitcoin ~~traders,~~prices ~~and~~or ~~the~~low ~~historical~~Carbon ~~market~~Credit ~~data~~Future onprices ~~which~~could ~~the~~adversely ~~Sponsor bases~~affect ~~its~~the ~~strategies~~value ~~may~~of ~~not~~the ~~be as reliable or accessible as it is for U~~Shares.~~S. exchanges.~~

The ~~CFTC’s~~ ~~implementation~~Sponsor ofwill ~~its~~sell ~~regulations~~bitcoins ~~under~~and/or exposure to Carbon Credit Futures held by the ~~Dodd-Frank Act~~Fund ~~may~~to ~~further~~pay ~~affect~~Fund expenses not assumed by the ~~Underlying~~Sponsor ~~Funds’~~on ~~ability~~an toas-needed ~~enter into~~basis, ~~foreign~~irrespective ~~exchange~~of ~~contracts~~then-current prices. The Fund is not actively managed and no attempt will be made to ~~hedge~~protect against or to take advantage of fluctuations in the price of bitcoins and/or Carbon Credit Futures. Consequently, if the Fund incurs expenses in U.S. Dollars, the Fund’s bitcoins and exposure to ~~foreign exchange~~Carbon ~~losses~~Credit Futures may be sold at a time when bitcoin prices and/or Carbon Credit Future prices are low, resulting in a negative impact on the value of the Shares.

-63-

Intellectual property rights claims may adversely affect the Fund and an investment in the Shares.

The Sponsor is not aware of any intellectual property rights claims that may prevent the Fund from operating and holding bitcoins and/or carbon credit futures; however, third parties may assert intellectual property rights claims relating to the operation of the Fund and the mechanics instituted for the investment in carbon credit futures contracts and the investment in, holding of and transfer of bitcoins. Regardless of the merit of an intellectual property or other legal action, any legal expenses to defend or payments to settle such claims would be Additional Fund Expenses and be borne by the Fund. Additionally, a meritorious intellectual property rights claim could prevent the Fund from operating and force the Sponsor to terminate the Fund and liquidate the Fund’s assets. As a result, an intellectual property rights claim against the Fund could adversely affect an investment in the Shares.

The Bitcoin Custodian nor the Non-Digital Custodian owe any fiduciary duties to the Fund or the Shareholders, are not required to act in their best interest and could resign or be removed by the Sponsor, which could trigger early termination of the Fund.

The Bitcoin Custodian nor the Non-Digital Custodian is a trustee for, and owes no fiduciary duties to, the Fund or the Shareholders. In addition, the Custodians have no duty to continue to act as a custodian of the Fund. Any of the Custodians can terminate its role as custodian for any reason whatsoever upon the notice period provided under the respective Bitcoin Custody Agreement or Non-Digital Custody Agreement. The Custodians may also be terminated. If one of the Custodians resigns or is removed without replacement, the Fund will dissolve in accordance with the terms of the Trust Agreement.

The Custodians’ ability to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of the Fund’s assets.

While the Bitcoin Custodian is required to safeguard the Bitcoin Assets from theft, loss, destruction or other issues relating to hackers and technological attack, its ability to do so is based upon known technology and threats. As technological change occurs, the security threats to the Bitcoin Assets will likely adapt and previously unknown threats may emerge. Furthermore, the Sponsor believes that the Fund may become a more appealing target of security threats as the size of the Fund’s assets grows. To the extent that the Bitcoin Custodian is unable to identify and mitigate or stop new security threats, the Bitcoin Assets may be subject to theft, loss, destruction or other attack, which could have a negative impact on the performance of the Shares.

Affiliates of the Sponsor may invest in or trade bitcoin and/or carbon credit futures without regard to the interests of the Fund or its Shareholders.

Affiliates of the Sponsor may have direct investments in bitcoins and/or invest in carbon credit futures contracts. Such affiliates of the Sponsor are permitted to manage such investments, taking into account their own interests, without regard to the interests of the Fund or its Shareholders. Affiliates of the Sponsor may obtain exposure to bitcoins and carbon credit futures through investment in the Shares.

To the extent that any substantial investment in bitcoins and/or carbon credit futures contracts is initiated, materially increased or materially reduced, such investment can affect the Bitcoin Price and/or value of the Carbon Credit Futures. The initiation of, or material increases in, a substantial investment in bitcoins and/or carbon credit futures may result in an increase in the value of the Index. A material reduction in a substantial investment may result in a decrease in the Bitcoin price and/or Carbon Credit Futures, having a negative impact on the value of Shares.

Shareholders may be adversely affected by lack of regular shareholder meetings and no voting rights.

Under the Trust Agreement, Shareholders have limited voting rights and the Fund will not have regular Shareholder meetings and take no part in the management or control of the Fund. Accordingly, Shareholders do not have the right to authorize actions, appoint service providers or take other actions as may be taken by shareholders of other trusts or companies where shares carry such rights. Shareholders may, however, remove and replace the Sponsor by the affirmative vote of a majority of the outstanding Shares. The Shareholders’ limited voting rights, however, give almost all control under the Trust Agreement to the Sponsor and the Trustee. The Sponsor may take actions in the operation of the Fund that may be adverse to the interests of Shareholders. The Sponsor’s operation of the Fund could adversely affect an investment in the Shares.

-64-

Tax Risks

Please refer to “U.S. Federal Income Tax Considerations” for information regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of Shares.

~~Your~~The ~~tax~~classification ~~liability~~of ~~from~~the ~~holding~~Fund ~~Shares~~as ~~may~~a ~~exceed~~corporation ~~the~~for ~~amount~~U.S. ~~of distributions,~~federal ifincome ~~any,~~tax onpurposes ~~your~~is ~~Shares~~relatively uncommon.

~~Cash~~The ~~or property~~Fund ~~will~~is beclassified ~~distributed~~as bya ~~the~~corporation ~~Fund~~for atU.S. ~~the~~federal ~~sole~~income ~~discretion~~tax ~~of the~~purposes. ~~Sponsor,~~This ~~and~~differs ~~the~~from ~~Sponsor~~many ~~currently~~investment ~~does~~companies, ~~not~~which ~~intend~~elect to ~~make~~be ~~cash or~~treated ~~other~~as ~~distributions~~“regulated ~~with~~investment ~~respect~~companies” tounder ~~Shares.~~the ~~You~~Code ~~will~~in beorder ~~required~~ to ~~pay~~avoid U.S. federal income tax ~~and,~~obligations inat ~~some~~the ~~cases,~~entity ~~state,~~level. ~~local~~Under current law, ~~or foreign~~the ~~income~~Fund ~~tax,~~is onnot ~~your~~eligible ~~allocable~~to ~~share~~elect oftreatment as a regulated investment company because the Fund’s ~~taxable~~ ~~income,~~investments ~~without~~consist ~~regard~~primarily toof ~~whether~~bitcoin. ~~you~~As ~~actually~~a ~~receive distributions~~result, ~~from~~ the Fund. ~~Therefore,~~will ~~the~~be ~~tax~~obligated ~~liability~~to ~~resulting from~~pay ~~your~~applicable ~~ownership~~U.S. offederal ~~Shares~~and ~~may~~state ~~exceed~~corporate ~~the~~income ~~amount~~taxes ofon ~~cash~~its ~~or value~~taxable ofincome ~~property~~unlike ~~(if~~other ~~any)~~investment ~~distributed~~companies bywhich ~~the~~are ~~Fund~~not so obligated.

~~Your~~The ~~allocable share of income or loss for~~ U.S. federal income tax ~~purposes~~ ~~may~~treatment ~~differ~~of ~~from~~transactions ~~your~~in ~~economic~~digital ~~income~~assets oris ~~loss on your Shares~~unclear.

Due to the ~~application~~new and evolving nature of ~~the~~digital ~~assumptions~~assets and ~~conventions~~the ~~applied~~absence byof ~~the Fund~~comprehensive ~~and~~guidance ~~the~~with ~~Underlying~~respect ~~Funds~~to indigital ~~making~~assets, ~~allocations~~many ~~for~~significant aspects of the U.S. federal income tax ~~purposes~~treatment ~~and~~of ~~other~~digital ~~factors,~~assets ~~your~~such ~~allocable~~as ~~share of~~bitcoin ~~the~~are ~~Fund’s~~uncertain. ~~income,~~Our ~~gain,~~dealings ~~deduction~~in or ~~loss~~in ~~may~~connection with digital assets, as well as transactions in digital assets generally, could be ~~different~~ ~~than~~subject ~~your~~to ~~economic~~adverse ~~profit~~tax orconsequences ~~loss~~in ~~from~~the ~~your~~United ~~Shares~~States, ~~for~~including as a ~~taxable~~ ~~year.~~result ~~This~~of ~~difference~~development ~~could~~of bethe ~~temporary~~legal orregimes ~~permanent~~surrounding ~~and, if~~digital ~~permanent~~assets, ~~could~~and ~~result~~our inoperating ~~your~~results, ~~being~~as ~~taxed~~well onas ~~amounts~~the inprice ~~excess~~ of ~~your~~digital ~~economic~~assets, ~~income~~could be adversely affected thereby.

~~Items~~Many significant aspects of the U.S. federal income, ~~gain,~~tax ~~deduction,~~treatment ~~loss~~of ~~and~~digital ~~credit~~assets (including with respect to ~~Shares~~ ~~could~~the beamount, ~~reallocated~~timing ~~(or~~and ~~for~~character ~~taxable~~of ~~years~~income ~~beginning~~recognition) ~~after December~~are ~~31,~~uncertain. ~~2017~~In 2014, the ~~Fund~~IRS ~~itself~~released ~~could~~a benotice ~~liable~~(the “Notice”) discussing certain aspects of virtual currency for U.S. federal income tax ~~along~~purposes ~~with~~and, ~~any~~in ~~interest~~particular, providing that such assets (1) are “property,” (2) are not “currency” for purposes of the rules relating to foreign currency gain or ~~penalties~~loss and (3) ifmay be held as a capital asset. In 2019, the IRS ~~does not~~released ~~accept~~a ~~the~~revenue ~~assumptions~~ruling and ~~conventions~~a ~~applied~~set byof “Frequently Asked Questions” (the ~~Fund~~“Ruling ~~in allocating~~& ~~those~~FAQs”) ~~items~~that provide some additional guidance, including guidance to the effect that, under certain circumstances, hard forks of digital assets are taxable events giving rise to ordinary income and guidance with ~~potential~~respect ~~adverse~~to the determination of the tax ~~consequences~~basis ~~for you~~of digital assets. The Notice and the Ruling & FAQs, however, do not address other significant aspects of the U.S. federal income tax treatment of digital assets. We do not intend to request a ruling from the IRS on these or any other issues, and we will take positions on these and other U.S. federal income tax issues relating to digital assets that we believe to be reasonable. There can be no assurance that the IRS will agree with the positions we take, and it is possible that the IRS will successfully challenge our positions.

~~The Fund~~There ~~(and~~can ~~each~~be ~~Underlying~~no ~~Fund)~~assurance ~~intends~~that tothe beIRS ~~treated~~will asnot ~~a partnership~~alter ~~for~~its ~~U.S.~~position ~~federal~~with ~~income~~respect ~~tax~~to ~~purposes.~~digital ~~The~~assets ~~U.S.~~in ~~tax rules~~the ~~pertaining~~future toor ~~entities~~that ~~taxed~~a ascourt ~~partnerships~~would ~~are~~uphold ~~complex~~the ~~and their~~treatment ~~application~~set toforth ~~publicly~~in ~~traded~~the ~~partnerships,~~Notice ~~such~~and as the ~~Fund,~~ Ruling & FAQs. It is inalso ~~many~~unclear ~~respects~~what ~~uncertain.~~additional ~~The~~guidance ~~Fund~~on ~~applies~~the ~~certain assumptions~~treatment ~~and~~of ~~conventions~~digital inassets anfor ~~attempt~~U.S. tofederal ~~comply~~income ~~with~~tax ~~the~~purposes ~~intent of~~may ~~the~~be ~~applicable~~issued ~~rules~~in ~~and~~the tofuture. ~~report~~Any ~~taxable~~such ~~income,~~alteration ~~gains, deductions,~~of ~~losses~~the ~~and~~current ~~credits~~IRS inpositions aor ~~manner~~additional ~~that~~guidance ~~properly~~could ~~reflects Shareholders’~~result ~~economic~~in ~~gains~~adverse ~~and~~tax ~~losses.~~consequences ~~These~~for ~~assumptions~~ us and ~~conventions~~could ~~may~~have ~~not~~an ~~fully~~adverse ~~comply~~effect ~~with~~on ~~all~~the ~~aspects~~value of ~~the Internal~~bitcoin ~~Revenue~~or ~~Code~~other ofdigital ~~1986,~~assets. asBecause ~~amended~~of (the ~~“Code”), and~~evolving ~~applicable~~nature ~~Treasury~~of ~~Regulations,~~digital ~~however~~assets, ~~and~~ it is not possible to predict potential future developments that ~~the~~may ~~U.S.~~arise ~~Internal~~with ~~Revenue~~respect ~~Service~~to ~~(the~~digital ~~“IRS”)~~assets. ~~will successfully~~Such ~~challenge~~developments ~~our~~may ~~allocation~~increase ~~methods~~the ~~and~~uncertainty ~~require~~with usrespect to ~~reallocate~~ ~~items~~the treatment of digital assets for U.S. federal income, ~~gain,~~tax ~~deduction~~purposes. For example, ~~loss~~the orNotice ~~credit~~addresses inonly ~~a manner~~virtual ~~that~~currency ~~adversely~~assets ~~affects~~that ~~you.~~are If“convertible ~~this~~virtual ~~occurs~~currency,” ~~you~~and ~~may~~it ~~be required~~is toconceivable ~~file~~that anwe ~~amended~~will ~~tax~~hold ~~return~~certain ~~and~~types toof ~~pay~~digital ~~additional~~assets ~~taxes plus~~that ~~deficiency~~are ~~interest~~not within the scope of the Notice.

~~In addition,~~On ~~for~~November ~~taxable years beginning after December 31~~15, ~~2017~~2021, ~~the Fund~~President ~~may~~Biden besigned ~~liable~~the ~~for~~Infrastructure ~~U.S.~~Investment ~~federal~~and ~~income~~Jobs ~~tax~~Act on(the ~~any~~ “~~imputed underpayment~~IIJA”) ofinto ~~tax~~law. ~~resulting~~The ~~from~~IIJA ~~an adjustment~~implements as a ~~result~~set of ancomprehensive ~~IRS~~financial ~~audit.~~account ~~The~~information ~~amount~~reporting ofrules ~~the~~that ~~imputed underpayment~~will ~~generally~~apply ~~includes~~to ~~increases~~persons, inincluding ~~allocations~~digital ofasset ~~items of~~trading ~~income~~platforms ~~or gains to any investor~~ and ~~decreases in allocations of items of deduction~~custodians, ~~loss,~~that orregularly ~~credit~~effect totransfers ~~any~~of ~~investor~~digital ~~without~~assets ~~any offset~~on ~~for~~behalf ~~any corresponding reductions in allocations~~ of ~~items~~other ~~of income~~persons. orIn ~~gain to any investor or increases in allocations of items of deduction~~particular, ~~loss,~~these orrules ~~credit~~will torequire ~~any~~digital ~~investor.~~asset Iftrading ~~the~~platforms ~~Fund~~and ~~is required~~custodians to ~~pay~~report ~~any~~digital ~~U.S.~~asset ~~federal~~transactions ~~income~~(including ~~tax on any imputed underpayment~~sales, ~~the~~exchanges ~~resulting tax liability would reduce the net assets of the Fund~~ and ~~would~~other ~~likely~~transfers) ~~have~~effected ~~an adverse impact~~ on ~~the value~~behalf of ~~the~~other ~~Shares.~~persons Inon ~~such~~an aannual ~~case~~return, ~~the tax liability would~~ in ~~effect~~ bea ~~borne~~manner bysimilar ~~Shareholders~~to ~~that own Shares at~~ the ~~time~~current ofreporting ~~such assessment,~~rules ~~which may be different persons, or persons with different ownership percentages, than persons owning Shares~~ for ~~the tax~~brokers ~~year~~that ~~under~~effect ~~audit.~~stock ~~Under~~and ~~certain~~other ~~circumstances,~~securities ~~the~~transactions ~~Fund~~on ~~may~~behalf ~~be eligible to make an election to cause Shareholders to take into account the amount~~ of ~~any imputed underpayment, including any interest and penalties~~customers. The ~~ability~~IRS ofissued afinal ~~publicly~~regulations ~~traded partnership~~on ~~such~~these asrules ~~the~~on ~~Fund~~July to9, ~~make this election is uncertain~~2024. ~~If the~~Under ~~election is made,~~ the ~~Fund~~regulations ~~would be required to provide Shareholders who owned beneficial interests in~~ the ~~Shares~~gross inproceeds ~~the year~~of tosales ~~which~~or ~~the~~exchanges ~~adjusted allocations relate with a statement setting forth their proportionate shares~~ of ~~the~~digital ~~adjustment (“Adjusted~~assets ~~K-1s”).~~generally ~~The~~must ~~investors would~~ be ~~required~~reported, ~~to take~~and, ~~the adjustment into account~~ in ~~the~~certain ~~taxable~~circumstances, ~~year~~gain inor ~~which~~loss ~~the Adjusted~~with ~~K-1s~~respect ~~are~~to ~~issued.~~such ~~For~~sales anor ~~additional~~exchanges ~~discussion~~must ~~please~~be ~~see “U~~reported.~~S. Federal Income Tax Considerations – Other Tax Matters.”~~

~~If the Fund is required to withhold tax with respect to any Non~~-~~U.S. Shareholders, all Shareholders may bear the cost of such withholding.~~65-

~~Under certain~~These ~~circumstances~~rules, the ~~Fund~~effects ~~may~~of bewhich required to pay withholding tax with respect to allocations to Non-U.S. Shareholders. Although the Trust Agreement provides that any such withholding will be treated as being distributed to the Non-U.S. Shareholder, the Fund may ~~not~~depend bein ~~able~~significant topart ~~cause~~on ~~the~~regulations ~~economic~~or ~~cost~~other ofguidance ~~such~~from ~~withholding to be borne by~~ the ~~Non-U.S.~~IRS ~~Shareholder~~ on ~~whose~~their ~~behalf~~implementation, ~~such~~could ~~amounts were~~create ~~withheld~~significant ~~since~~compliance ~~the~~burdens ~~Fund~~for ~~does~~us ~~not~~and ~~intend~~our ~~to make any distributions. Under such circumstances~~investors, ~~all~~and ~~Shareholders~~could ~~may~~affect ~~bear~~ the ~~economic~~price ~~cost~~ of ~~the~~digital ~~withholding~~assets, ~~not~~which ~~just the Shareholders on whose behalf such amounts were withheld. This~~ could have aan ~~material impact~~adverse effect on ~~the~~our ~~value of your Shares~~investments.

22In addition, the Sponsor has committed to cause the Fund to irrevocably abandon any Incidental Rights and IR Virtual Currency to which the Fund may become entitled in the future. However, there can be no assurance that these abandonments would be treated as effective for U.S. federal income tax purposes, or that the Sponsor will continue to cause the Fund to irrevocably abandon any Incidental Rights and IR Virtual Currency if there are any future regulatory developments that would make it feasible for the Fund to retain those assets.

The ~~Fund~~state, ~~could~~local beand ~~treated~~non-U.S. ~~as a corporation for federal income~~ tax ~~purposes,~~ ~~which~~treatment ~~may~~of ~~substantially~~digital ~~reduce~~assets ~~the~~is ~~value of your Shares~~unclear.

The ~~Trust~~ ~~has~~taxing ~~received~~authorities ~~an opinion~~ of ~~counsel~~certain ~~that,~~states ~~under~~(i) ~~current~~have ~~U.S. federal~~announced ~~income tax laws, it is more likely than not~~ that ~~the~~they ~~Fund~~ will befollow ~~treated~~the asNotice awith ~~partnership~~respect ~~that~~to isthe ~~not~~treatment ~~taxable~~of asdigital ~~a corporation~~assets for ~~U.S.~~state ~~federal~~ income tax purposes, ~~provided that, among other things, (i) at least 90 percent of the Fund’s (~~and/or ~~each Underlying Fund’s) annual gross income consists of “qualifying income” as defined in the Code,~~ (ii) ~~the Fund~~have isissued ~~organized~~guidance ~~and~~exempting ~~operated in accordance with its governing agreements and applicable law, and (iii)~~ the ~~Fund~~purchase ~~does not elect to be taxed as a corporation for U.S. federal income tax purposes. Although the Sponsor anticipates that the Fund has satisfied~~ and ~~will~~/or ~~continue~~sale toof ~~satisfy~~digital ~~the~~assets ~~“qualifying income” requirement~~ for ~~all~~fiat ofcurrency ~~its taxable years, that result cannot be assured. The Fund has not requested and will not request any ruling~~ from ~~the~~state ~~IRS~~sales ~~with respect to its classification as a partnership not taxable as a corporation for U.S. federal income~~ tax ~~purposes~~. If ~~the~~It ~~IRS~~is ~~were~~unclear towhat ~~successfully~~further ~~assert~~guidance ~~that~~on the ~~Fund~~treatment isof ~~taxable~~digital ~~as a~~assets ~~corporation~~ for ~~U.S.~~state ~~federal income~~ tax purposes inmay ~~any taxable year, rather than passing through its income, gains, losses and deductions proportionately to Shareholders, the Fund would~~ be ~~subject~~ toissued ~~tax~~in ~~on its net income for~~ the ~~year at corporate tax rates~~future. InAny ~~addition,~~future ~~although~~guidance ~~the~~on ~~Sponsor does not currently intend to make distributions with respect to Shares, any distributions would be taxable to Shareholders as dividend income to~~ the ~~extent of~~treatment ~~the Fund’s current and accumulated earnings and profits, then treated as a tax-free return~~ of ~~capital~~digital toassets ~~the extent of the Shareholder’s basis in the Shares (and will reduce that basis), and, to the extent it exceeds a Shareholder’s basis in such Shares, as capital gain~~ for ~~Shareholders~~state ~~who~~or ~~hold~~local ~~their Shares~~tax aspurposes ~~capital assets. Taxation of the Fund as a corporation~~ could ~~materially~~result ~~reduce~~in ~~the~~adverse ~~after-~~tax ~~return~~consequences onto anus ~~investment in Shares~~ and could ~~substantially~~adversely ~~reduce~~affect the ~~value~~price of ~~your Shares~~digital assets.

The treatment of digital assets for tax purposes by non-U.S. jurisdictions may differ from the treatment of digital currency for U.S. federal, state or local tax purposes. It is possible, for example, that a non-U.S. jurisdiction would impose sales tax or value-added tax on purchases and sales of digital assets for fiat assets. For instance, if a foreign jurisdiction with a significant share of the market of bitcoin users imposes onerous tax burdens on digital asset users or imposes sales or value-added tax on purchases and sales of digital assets for fiat assets, such actions could result in decreased demand for digital currency in such jurisdiction, which could adversely affect the price of digital assets.

Each potential investor is urged to consult his, her or its own tax advisor regarding the tax treatment of digital assets and the tax consequences of investing in the Fund.

Tax legislation that has been or could be enacted may affect you with respect to your investment in the Fund.

Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect the Fund and its Shareholders. Please consult a tax advisor regarding the implications of an investment in Shares of the Teucrium Funds, including without limitation the federal, state, local and foreign tax consequences.

~~PROSPECTIVE~~Prospective ~~INVESTORS~~investors ~~ARE~~are ~~STRONGLY~~strongly ~~URGED~~urged TOto ~~CONSULT~~consult ~~THEIR~~their ~~OWN~~own ~~TAX ADVISORS~~tax ~~WITH~~advisors ~~RESPECT~~with TOrespect ~~THE~~to ~~POSSIBLE~~the ~~TAX~~possible ~~CONSEQUENCES~~tax TOconsequences ~~THEM~~to ~~OF AN~~them ~~INVESTMENT~~of INan ~~SHARES~~investment in shares; ~~SUCH~~such ~~TAX~~tax ~~CONSEQUENCES~~consequences ~~MAY~~may ~~DIFFER~~differ ~~IN RESPECT~~in OFrespect ~~DIFFERENT~~of ~~INVESTORS~~different investors.

23The Offering

THE OFFERING

The Fund in General

The Fund’s investment objective is to ~~provide~~reflect ~~investors~~the ~~with~~price ~~a cost-effective~~of ~~way~~bitcoin toand ~~gain~~the ~~price~~value ~~exposure~~of toCarbon aCredit ~~weighted~~Futures, ~~average~~as ~~of four~~represented ~~agricultural~~by ~~commodity~~the ~~markets~~7RCC ~~for~~Kaiko ~~future~~Bitcoin ~~delivery~~Carbon Credit Index, less expenses from the Fund’s operations. ~~The Sponsor~~There ~~developed~~can ~~each~~be ~~Underlying~~no assurance that the Fund will achieve its investment objective or that the Fund’s ~~Benchmark~~investment asstrategy ~~a representation~~will ofbe successful. The Fund seeks these investments to reflect the ~~corn,~~price ~~soybean~~of bitcoin and Carbon Credit Futures, ~~wheat~~as represented in the Index. The Index seeks to provide exposure to bitcoin with an environmentally responsible approach with exposure to carbon credits, orand ~~sugar~~is ~~market~~designed ~~for future~~to ~~delivery~~track the performance of investing in a portfolio comprised of 80% of bitcoin and 20% Carbon Credit Futures.

Under normal market conditions, the Fund will invest approximately 80% of its assets in bitcoin and the ~~Shares~~remaining 20% of ~~the Underlying~~its ~~Funds~~assets ~~and,~~in toCarbon aCredit ~~lesser~~Futures ~~extent,~~that ~~cash~~comprise ~~equivalents~~the Index. The ~~Sponsor~~ ~~believes~~Index’s ~~that~~Carbon byCredit ~~investing~~Futures inreplicate three sub-indexes and provide exposure to the ~~Underlying~~value ~~Funds,~~of emissions allowances issued under the ~~Fund’s~~ ~~net~~following ~~asset~~cap-and-trade ~~value~~regimes: the European Union Carbon Emissions Allowance (“~~NAV~~EU ETS”), ~~will~~the ~~closely~~California ~~track the~~Cap ~~combined~~and ~~performance~~Trade of(“CCA”), ~~the~~and ~~Underlying~~Regional ~~Fund~~Greenhouse Gas Initiative (“RGGI”). The ~~Sponsor~~Fund’s ~~also believes~~Carbon ~~that~~Credit ~~because~~Futures ofwill ~~market~~not ~~arbitrage~~result ~~opportunities,~~in any direct participation by the ~~market price~~Fund atin ~~which~~any ~~investors~~particular ~~will~~carbon ~~purchase~~emissions ~~and~~offsetting ~~sell~~project, ~~Shares~~including ~~through their~~any ~~broker-dealer~~carbon ~~will~~emissions ~~closely~~associated ~~track~~with the mining of bitcoin or the Fund’s ~~NAV~~bitcoin holdings. ~~The Sponsor~~However, ~~believes~~if ~~that~~necessary, in order to comply with regulatory requirements or in view of conditions in the ~~net~~carbon ~~effect~~credit futures markets (including a potential lack of ~~these~~liquidity ~~relationships~~in isthe ~~that~~ futures market for the Carbon Credit Futures), the Fund’s ~~market~~will ~~price~~invest onin carbon credit futures contracts other than the ~~NYSE~~Carbon ~~Arca~~Credit atFutures ~~which~~or ~~investors purchase~~in swap agreements, forward contracts and ~~sell~~options. ~~Shares~~These ~~will~~investments ~~closely~~may ~~track~~impact the ~~commodities~~Fund’s ~~markets for~~performance ~~future~~and ~~delivery~~its inability ~~which~~to track the ~~Underlying Funds invest~~Index.

Consistent with applicable provisions of the Trust Agreement and Delaware law, the Fund has broad authority to make changes to the Fund’s operations. Consistent with this authority, the Fund, in its sole discretion and without shareholder approval or advance notice, may change its investment objective, Benchmark or investment strategies. The Fund has no current intention to make any such change, and any change is subject to applicable regulatory requirements, including, but not limited to, any requirement to amend applicable listing rules of the NYSE.-66-

The ~~reasons~~ ~~for~~Sponsor ~~and~~also ~~circumstances~~believes that ~~may~~because ~~trigger~~of ~~any~~market ~~such~~arbitrage ~~changes may vary widely and cannot be predicted. However~~opportunities, bythe ~~way~~market ofprice ~~example, the~~at ~~Fund~~which ~~may~~investors ~~change~~will ~~the~~purchase ~~weighting~~and orsell ~~underlying~~Shares ~~components~~through oftheir ~~the Benchmark~~broker‑dealer inwill ~~furtherance~~closely oftrack the Fund’s ~~investment objective of tracking the combined daily performance of the Underlying Funds~~NAV. ~~This~~ ~~could~~The beSponsor ~~done~~believes ~~for~~that ~~a variety of market conditions, including a potential or actual imposition of position limits by~~ the ~~CFTC~~net ~~or futures~~effect ~~exchange rules, or the imposition~~ of ~~risk~~these ~~mitigation measures~~relationships byis athat ~~futures commission merchant restricts~~ the ~~ability of an Underlying~~ Fund’s tomarket ~~invest~~price inon ~~its~~the ~~current~~NYSE ~~Benchmark~~Arca ~~Component Futures~~at ~~Contracts.~~which ~~The~~investors ~~Fund~~purchase and ~~the~~sell ~~applicable~~Shares ~~Underlying~~will ~~Fund would~~closely ~~file~~track a ~~current~~basket ~~report~~of on80% ~~Form~~bitcoin ~~8-K~~ and a20% ~~prospectus~~Carbon ~~supplement to~~Credit ~~describe~~Futures, ~~any~~as ~~such~~measured ~~change~~by ~~and~~ the ~~effective date of the change~~Index. ~~Shareholders may modify their holdings of the Fund’s shares in response to any change by purchasing or selling Fund shares through their broker-dealer.~~

~~The Fund~~Consistent iswith ~~organized~~applicable asprovisions ~~a series~~ of the ~~Teucrium Commodity~~ Trust, ~~a statutory~~Agreement ~~trust~~and ~~organized under the laws of the State of~~ Delaware on ~~September 11~~law, ~~2009. Currently,~~ the ~~Trust~~Fund has ~~five~~broad ~~series~~authority ~~that are~~to ~~separate~~make ~~operating~~changes ~~commodity~~to ~~pools:~~ the ~~Teucrium~~Fund’s ~~Corn~~operations. ~~Fund,~~Consistent ~~the Teucrium~~with ~~Wheat~~this ~~Fund~~authority, the ~~Teucrium Soybean~~ Fund, ~~the~~in ~~Teucrium~~its ~~Sugar Fund,~~sole discretion and ~~the~~without ~~Teucrium~~shareholder ~~Agricultural~~approval ~~Fund.~~or ~~Additional~~advance ~~series~~notice, ~~of the Trust~~ may bechange ~~created~~its ininvestment ~~the~~objective, ~~future~~Index ator ~~the~~investment ~~Sponsor’s discretion~~strategies. The Fund ~~maintains~~has ~~its~~no ~~main~~current ~~business~~intention ~~office~~to atmake ~~Three Main~~any ~~Street,~~such ~~Suite 215~~change, ~~Burlington~~and ~~Vermont~~any ~~05401.~~change ~~The Fund~~ is ~~a commodity~~subject ~~pool. It operates pursuant~~ to ~~the~~applicable ~~terms~~regulatory ofrequirements, ~~the Trust Agreement~~including, ~~which~~but isnot ~~dated~~limited asto, ofany ~~April~~requirement ~~26,~~to ~~2019~~amend ~~and~~applicable ~~grants~~listing ~~full management~~rules ~~control~~of to the ~~Sponsor~~Exchange.

~~See “Prior~~The ~~Performance~~reasons offor ~~the~~and circumstances that may trigger any such changes may vary widely and cannot be predicted. The Fund” would file a current report on ~~page~~Form 8‑K 27and ~~for~~a ~~more information~~prospectus ~~about~~supplement ~~prior~~to ~~performance~~describe any such change and the effective date of the change. Shareholders may modify their holdings of the Fund’s shares in response to any change by purchasing or selling Fund shares through their broker‑dealer.

The Fund is organized as a series of the Teucrium Commodity Trust, a statutory trust organized under the laws of the State of Delaware on September 11, 2009. Currently, the Trust has six series that are separate operating commodity pools: the Teucrium Corn Fund, the Teucrium Wheat Fund, the Teucrium Soybean Fund, the Teucrium Sugar Fund, the Teucrium Agricultural Fund, and the 7RCC Spot Bitcoin and Carbon Credit Futures ETF. Additional series of the Trust may be created in the future at the Sponsor’s discretion. The Fund maintains its main business office at Three Main Street, Suite 215, Burlington Vermont 05401. The Fund is a commodity pool. It operates pursuant to the terms of the Trust Agreement, which is dated as of April 29, 2019 and grants full management control to the Sponsor.

See “Performance of the Other Commodity Pools Operated by the CPO” beginning on page 70 for more information about prior performance of the commodity pools managed by the Sponsor.

The Sponsor

The Sponsor of the Trust is Teucrium Trading, LLC, a Delaware limited liability company. The principal office of the Sponsor and the Trust are located at Three Main Street, Suite 215, Burlington, Vermont 05401. The Sponsor registered as a CPO ~~and a CTA~~ with the CFTC and became a member of the NFA on November 10, 2009. The Sponsor registered as a Commodity Trading Advisor (“CTA”) with the CFTC effective September 8, 2017. Teucrium Investment Advisors, LLC, a wholly owned subsidiary of Teucrium Trading, LLC, is a Delaware limited liability company, which was formed on January 4, 2022. Teucrium Investment Advisors, LLC is a U.S. SEC registered investment advisor. Teucrium Investment Advisors, LLC was registered with the CFTC as a CPO on May 2, 2022, a CTA on May 2, 2022, and a Swap Firm on May 9, 2022. Teucrium Investment Advisors, LLC became a member of the NFA on May 9, 2022.

Aside from establishing the series of the Trust, operating those series that have commenced offering their shares, and obtaining capital from a small number of outside investors in order to engage in these activities, the Sponsor has not engaged in any other business activity prior to the date of this prospectus. Under the Trust Agreement, the Sponsor is solely responsible for management and conducts or directs the conduct of the business of the Trust, the Fund, and any series of the Trust that may from time to time be established and designated by the Sponsor. The Sponsor is required to oversee the purchase and sale of Shares by Authorized Purchasers and to manage the Fund’s investments, including to evaluate the credit risk of FCMs and swap counterparties and to review daily positions and margin/collateral requirements. The Sponsor has the power to enter into agreements as may be necessary or appropriate for the offer and sale of the Fund’s Shares and the conduct of the Trust’s activities. Accordingly, the Sponsor is responsible for selecting service providers such as the Trustee, Administrator, ~~Distributor~~Marketing Agent, the independent registered public accounting firm of the Trust, and any legal counsel employed by the Trust. The Sponsor is also responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and will provide any required certification for such reports. No person other than the Sponsor and its principals was involved in the organization of the Trust or the Fund.

-67-

The Sponsor may determine to engage marketing agents who will assist the Sponsor in marketing the Shares. See “Plan of Distribution” for more information.

The Sponsor maintains a public website on behalf of the Fund ~~and the Underlying Funds~~, www.teucrium.com, which contains information about the Trust, the Fund, and the Shares, and oversees certain services for the benefit of Shareholders.

The Sponsor has discretion to appoint one or more of its affiliates as additional Sponsors.

24The Sponsor receives a fee as compensation for services performed under the Trust Agreement. The Sponsor’s fee accrues daily and is paid monthly at an annual rate of 0.68% of the average daily net assets of the Fund. The Fund is also responsible for other ongoing fees, costs and expenses of its operations, including brokerage fees, and legal, printing, accounting, custodial, administration and transfer agency costs, although the Sponsor bore the costs and expenses related to the registration of the Shares. None of the costs and expenses related to the initial registration, offer and sale of Shares, which totaled approximately $[____], were or are chargeable to the Fund, and the Sponsor did not and may not recover any of these costs and expenses from the Fund.

~~The Sponsor~~Shareholders ~~does~~have ~~not~~no ~~receive~~right ~~any~~to ~~management~~elect ~~fee~~the orSponsor ~~other~~on ~~fee~~an annual or ~~compensation~~ ~~from~~any ~~the~~other ~~Fund.~~continuing ~~For~~basis ~~services~~or ~~performed~~to ~~under~~remove the ~~Trust Agreement,~~Sponsor. If the Sponsor ~~receives~~voluntarily ~~a fee~~withdraws, ~~accrued daily and paid monthly, at an annual rate of 1.00% of~~ the ~~average~~holders ~~daily net assets~~ of ~~each~~a ~~Underlying~~majority ~~Fund. Each~~ of the ~~Fund~~Trust’s ~~and~~outstanding ~~the~~Shares ~~Underlying~~(excluding ~~Funds are responsible~~ for ~~other~~purposes ~~ongoing fees, costs and expenses~~ of ~~their respective~~such ~~operations,~~determination ~~including~~Shares ~~brokerage~~owned ~~fees,~~by ~~SEC and FINRA registration fees and legal, printing, accounting, custodial, administration and transfer agency costs, although~~ the withdrawing Sponsor ~~bears~~ ~~the costs~~ and ~~expenses~~its ~~related~~affiliates) tomay ~~the~~elect ~~initial~~its ~~offer and sale of Shares of the Fund and the shares each Underlying Fund~~successor. ~~None~~Prior ~~of the costs and expenses related~~ to ~~the initial registration~~withdrawing, ~~offer and~~the ~~sale~~Sponsor ofmust ~~Shares,~~give ~~which~~ninety ~~total~~days’ ~~approximately~~written ~~$293,650,~~notice ~~are chargeable~~ to the ~~Fund,~~Shareholders and the ~~Sponsor may not recover any of these costs and expenses from the Fund~~Trustee.

~~Shareholders~~Ownership ~~have no~~or ~~right~~“membership” tointerests ~~elect~~in the Sponsor onare anowned ~~annual~~by orpersons ~~any~~referred ~~other continuing basis or~~ to ~~remove~~as ~~the~~“members.” The Sponsor. Ifcurrently ~~the~~has ~~Sponsor~~three ~~voluntarily withdraws,~~voting ~~the~~or ~~holders~~“Class A” ofmembers a– ~~majority~~Mr. ofSal ~~the~~Gilbertie, ~~outstanding~~Mr. ~~shares~~Carl ~~of the~~N. ~~Fund~~Miller III, and ~~each~~Van ~~other~~Eck ~~fund~~Associates ~~that~~Corporation is– and a ~~series~~small number of ~~the Trust~~ non‑voting ~~together~~ asor a“Class B” ~~single~~members ~~class~~who ~~(excluding~~have ~~for~~provided ~~purposes~~working ofcapital ~~such determination~~to ~~Shares~~the ~~owned~~Sponsor. byMr. ~~the~~Gilbertie ~~withdrawing~~owns ~~Sponsor~~45.74%, ~~and~~Van ~~its affiliates)~~Eck ~~may~~Associates ~~elect~~Corporation ~~its~~owns ~~successor~~48.81% ~~Prior~~of ~~to withdrawing,~~ the Sponsor’s ~~must~~Class A ~~give~~membership ~~ninety~~interests, ~~days’~~while ~~written~~Mr. ~~notice~~Miller toholds the ~~holders of~~remainder, ~~the~~which ~~Trust’s~~is ~~outstanding Shares and the Trustee~~5.45%.

~~Ownership~~The ~~or “membership”~~Sponsor ~~interests~~has an information security program and policy in ~~the~~place. ~~Sponsor~~The ~~are~~program ~~owned~~takes ~~by persons~~reasonable ~~referred~~care to aslook ~~“members.”~~beyond ~~The~~the ~~Sponsor~~security ~~currently has~~and ~~three~~controls ~~voting~~developed orand ~~“Class~~implemented A”for ~~members~~the –Trust ~~Mr.~~and ~~Sal Gilbertie,~~the ~~Mr.~~Funds ~~Dale~~directly ~~Riker~~to the platforms and ~~Mr.~~controls ~~Carl~~in N.place ~~Miller~~for ~~III~~the –key ~~and~~service ~~a small~~providers. ~~number~~Such review of ~~non-voting~~cybersecurity orand ~~“Class~~information B”technology ~~members~~plans ~~who have~~of ~~provided~~key ~~working~~service ~~capital~~providers toare part of the Sponsor.’s ~~Messrs.~~disaster ~~Gilbertie~~recovery and ~~Riker~~ ~~each~~business ~~currently~~continuity ~~own 45~~planning.7% The Sponsor provides regular training to all employees of the Sponsor’s ~~Class~~regarding ~~A membership~~cybersecurity ~~interests~~topics, ~~while~~in Mraddition to real‑time dissemination of information regarding cybersecurity matters as needed. ~~Miller~~The ~~holds~~information ~~the~~security ~~remainder,~~plan ~~which~~ is 8reviewed and updated as needed, but at a minimum on an annual basis.~~52%.~~

The Sponsor has an information security program and policy in place. The program takes reasonable care to look beyond the security and controls developed and implemented for the Trust and the Funds directly to the platforms and controls in place for the key service providers. Such review of cybersecurity and information technology plans of key service providers are part of the Sponsor’s disaster recovery and business continuity planning. The Sponsor provides regular training to all employees of the Sponsor regarding cybersecurity topics, in addition to real-time dissemination of information regarding cybersecurity matters as needed. The information security plan is reviewed and updated as needed, but at a minimum on an annual basis.

Management of the Sponsor

In general, under the Sponsor’s Amended and Restated Limited Liability Company Operating Agreement, as amended from time to time, the Sponsor (and as a result the Trust and each Fund) is managed by the officers of the Sponsor. The Chief Executive Officer of the Sponsor is responsible for the overall strategic direction of the Sponsor and has general control of its business. The Chief Investment Officer and President of the Sponsor is primarily responsible for new investment product development with respect to the Funds. The Chief Operating Officer has primary responsibility for trade operations, trade execution, and portfolio activities with respect to the Fund. The Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer ~~acts~~act as the Sponsor’s principal financial and accounting ~~officer~~officers. Furthermore, certain fundamental actions regarding the Sponsor, such as the removal of officers, the addition or substitution of members, or the incurrence of liabilities other than those incurred in the ordinary course of business and de minimis liabilities, may not be taken without the affirmative vote of a majority of the Class A members (which is generally defined as the affirmative vote of each Mr. Gilbertie and ~~one~~Van ofEck ~~the~~Associates ~~other two Class A members~~Corporation). The Sponsor has no board of directors, and the Trust has no board of directors or officers. The three Class A ~~Members~~members of the Sponsor are Sal Gilbertie, ~~Dale Riker and~~ Carl N. Miller III, and Van Eck Associates Corporation.

-68-

The Officers of the Sponsor, one of whom is a Class A Member of the Sponsor, are the following:

Sal Gilbertie has been the President of the Sponsor since its inception, its Chief Investment Officer since September 2011, and its Chief Executive Officer and Secretary since September 17, 2018, and was approved by the NFA as a principal of the Sponsor on ~~September~~ September 23, 2009 and registered as an associated person of the Sponsor on November 10, 2009. He maintains his main business office at 65 Adams Road, Easton, Connecticut 06612. Effective ~~July~~ July 16, 2012, Mr. Gilbertie was registered with the NFA as the Branch Manager for this location. ~~Since~~ ~~October~~Mr. 18Gilbertie is an officer of Teucrium Investment Advisors, ~~2010~~LLC, a wholly owned subsidiary of Teucrium Trading, LLC effective January 21, 2022. Mr. Gilbertie ~~has~~was ~~been~~approved anby ~~associated~~the ~~person~~NFA as a Principal of ~~the~~Teucrium ~~Distributor~~Investment ~~under the~~Advisors, ~~terms~~LLC ofon ~~the~~April 28, ~~Securities~~2022. ~~Activities~~Mr. ~~and~~Gilbertie ~~Services~~was ~~Agreement (“SASA”)~~registered ~~between~~as ~~the~~an ~~Sponsor~~associated ~~and~~person ~~the~~of ~~Distributor.~~Teucrium Investment Advisors LLC on May ~~Additional~~2, ~~information~~2022. ~~regarding~~Mr. Gilbertie will generally assume the ~~SASA~~same ~~can~~roles beand ~~found~~duties held in the ~~section~~ ofparent ~~this~~company ~~disclosure~~within ~~document~~the ~~entitled “Plan of Distribution~~subsidiary.” From October 2005 until December 2009, Mr. Gilbertie was employed by Newedge USA, LLC, an FCM and broker-‑dealer registered with the CFTC and the SEC, where he headed the Renewable Fuels/Energy Derivatives OTC Execution Desk and was an active futures contract and ~~over~~OTC ~~the counter~~ derivatives trader and market maker in multiple classes of commodities. (Between ~~January~~ January 2008 and October 2008, he also held a comparable position with Newedge Financial, Inc., an FCM and an affiliate of Newedge USA, LLC.) From October 1998 until October 2005, Mr. Gilbertie was principal and co-‑founder of Cambial Asset Management, LLC, an adviser to two private funds that focused on equity options, and Cambial Financing Dynamics, a private boutique investment bank. While at Cambial Asset Management, LLC and Cambial Financing Dynamics, Mr. Gilbertie served as principal and managed the day to day activities of the business and the portfolio of both companies. Mr. Gilbertie is 61 64 years old.

Cory Mullen-‑Rusin has been the Chief Financial Officer, Chief Accounting Officer and Chief Compliance Officer of the Sponsor since September 17, 2018 and Ms. Mullen-‑Rusin has primary responsibility for the financial management, compliance and reporting of the Sponsor and is in charge of its books of account and accounting records, and its accounting procedures. She maintains her main business office at Three Main Street, Suite 215, Burlington, Vermont 05401. Ms. Mullen-‑Rusin was approved by the NFA as a Principal of the Sponsor on October 8, 2018. Ms. Mullen-‑Rusin began working for the Sponsor in September 2011 and worked directly with the former CFO at ~~Teucrium~~the Sponsor for seven years. Her responsibilities included aspects of financial planning, financial operations, and financial reporting for the Trust and the Sponsor. Additionally, Ms. Mullen-‑Rusin assisted in developing, instituting, and monitoring the effectiveness of processes and procedures to comply with all regulatory agency requirements. Ms. Mullen-‑Rusin is an officer of Teucrium Investment Advisors, LLC, a wholly owned subsidiary of Teucrium Trading, LLC effective January 21, 2022. Ms. Mullen‑Rusin was approved by the NFA as a Principal of Teucrium Investment Advisors, LLC on April 28, 2022. Ms. Mullen‑Rusin will generally assume the same roles and duties held in the parent company within the subsidiary. Ms. Mullen‑Rusin graduated from Boston College with a Bachelor of Arts and Science in Communications in 2009, where she was a four-‑year scholarship player on the NCAA Division I Women’s Basketball team. In 2017, she earned a Master of Business Administration from Nichols College. Ms. Mullen-‑Rusin is 34 37 years old.

~~Steve~~Springer ~~Kahler~~Harris, Chief Operating Officer, began working for ~~the Sponsor~~Teucrium Trading in ~~November~~ April 2011 as ~~Managing~~ Director inof Operations, working directly under the ~~trading division~~former COO for 13 years. Mr. Harris has served in numerous regulatory and supervisory roles throughout his tenure. He ~~became~~was ~~the~~registered ~~Chief~~as ~~Operating~~an ~~Officer~~Associated onPerson and NFA Associate Member of Teucrium Trading LLC beginning May 31, 242011, and was approved as Branch Manager on October 1, 2012. ~~and served~~He also became a Swap Associated Person in ~~that~~October 2012. ~~capacity~~He ~~through~~served ~~September~~as 6,the ~~2018,~~Vermont atBranch ~~which~~Manager ~~time~~until ~~he resigned~~his withdrawal from that role on November 18, 2019. In 2024, Mr. ~~Kahler~~Harris was ~~unemployed~~approved ~~from~~as ~~September~~a 7,Principal ~~2018~~of ~~until October~~Teucrium ~~10,~~Trading ~~2018~~LLC on June 17, ~~when~~2024. On the same date, he was ~~reappointed~~also approved as ~~Chief~~a ~~Operating Officer~~Principal, NFA Associate Member, Associated Person, and Swap Associated Person of Teucrium Investment Advisors LLC, a wholly owned subsidiary of Teucrium Trading. In late 2023, Mr. ~~Kahler~~Harris iswas ~~primarily~~briefly ~~responsible~~employed ~~for~~by ~~making~~Kelly ~~trading~~Strategic ~~and investment~~Management ~~decisions~~LLC. ~~for~~Kelly Strategic Management LLC was approved as a Member of the ~~Funds,~~NFA and ~~for~~registered ~~directing~~as ~~each Fund’s~~a ~~trades~~CPO ~~for~~on ~~execution~~September 29, 2023. HeSubsequently, ~~maintains~~the ~~his~~firm ~~main~~voluntarily ~~business office~~withdrew atits ~~13520~~NFA ~~Excelsior~~membership ~~Blvd.,~~and ~~Minnetonka~~CPO registration, MNwith ~~55345~~the withdrawal becoming effective on November 9, 2023. Mr. ~~Kahler~~ Harris was approved as a Principal and registered as an Associated Person ofand ~~the~~NFA ~~Sponsor~~Associate Member between September 28 and 29, 2023. These roles were subsequently withdrawn on November 8 9, ~~2011~~2023. toHis ~~September~~association 7,with ~~2018~~the firm was in anticipation of the launch of a fund for which Teucrium and ~~re-registered~~Mr. asHarris anwere ~~Associated Person~~expected onto ~~October~~provide 5,trading ~~2018~~and portfolio management services. Mr. ~~Kahler~~Harris ~~was~~has ~~registered~~also served as a ~~Branch Manager~~FINRA ofSupervising ~~the~~Principal ~~Sponsor~~from on2014 ~~March~~to 162021. He heads ETF Solutions by Teucrium, ~~2012~~Teucrium’s tomulti‑asset ~~September~~white‑label 7ETF platform, ~~2018~~which ~~and was~~assists ~~registered~~a ~~again~~diverse ~~from~~range ~~October~~of 5,clients—from ~~2018~~individuals to ~~September~~large ~~29,~~asset ~~2021. Prior~~managers—in tolaunching ~~his~~their ~~employment~~ETFs ~~with~~efficiently. ~~the~~On ~~Sponsor~~June 14, 2024, Mr. ~~Kahler~~Harris ~~worked~~was ~~for Cargill~~appointed ~~Inc.,~~COO anof ~~international~~Teucrium ~~producer~~Trading ~~and~~by ~~marketer~~majority vote of ~~food, agricultural,~~the ~~financial~~Class A Members and ~~industrial~~assumed ~~products~~primary ~~and~~responsibility ~~services,~~for ~~from April~~the ~~2006~~Trade ~~until~~Operations ~~November~~for ~~2011~~the inFunds. He is primarily responsible for making trading and investment decisions for the ~~Energy~~Funds ~~Division~~and asfor ~~Senior Petroleum~~directing ~~Trader~~the Funds’ trades for execution. InHe ~~October~~also ~~2006~~holds ~~and~~the ~~while~~role ~~employed~~of officer at ~~Cargill Inc.~~Teucrium Investment Advisors, ~~Mr.~~LLC, ~~Kahler~~generally ~~was~~assuming ~~approved~~the assame anduties ~~Associated~~and ~~Person~~responsibilities ofas ~~Cargill Commodity~~within ~~Services~~the ~~Inc~~parent company., aHe ~~commodity~~graduated ~~trading~~Cum ~~affiliate~~Laude ofwith ~~Cargill Inc~~a B.A. in Business Management from ~~September~~Washington 13College, ~~2006~~where tohe ~~November~~was 9,a ~~2011~~four‑year member and two‑year captain of the Men’s Rowing Team. Mr. ~~Kahler graduated~~Harris ~~from~~maintains ~~the~~his ~~University~~main ofbusiness ~~Minnesota~~office ~~with~~at aThree ~~Bachelors~~Main ~~of Agricultural~~Street, ~~Business~~Suite ~~Administration~~215, ~~and~~Burlington, isVermont 5405401. He is 36 years old.

25-69-

Messrs. Gilbertie, ~~Riker~~and Harris, ~~Kahler~~Van Eck Associates Corporation, and Ms. Mullen-‑Rusin are ~~individual~~ “principals,” as that term is defined in CFTC Rule 3.1, of the Sponsor and Teucrium Investment Advisors, LLC. These ~~individuals~~persons are principals due to their positions and/or due to their ownership interests in the Sponsor. ~~Beneficial~~ ~~ownership~~GFI ~~interests~~Group ofLLC ~~the~~is ~~principals,~~a ifprincipal ~~any, are shown~~ under ~~the~~CFTC ~~section~~Rules ~~entitled~~due ~~“Security~~to ~~Ownership~~its ownership of ~~Principal Shareholders~~certain ~~and~~non‑voting ~~Management”~~securities ~~below and any~~ of the ~~principals may~~Sponsor ~~acquire~~and ~~beneficial~~Teucrium ~~interests~~Investment inAdvisors, ~~the Fund in the future~~LLC. ~~GFI Group~~NMSIC Classic LLC is a principal ~~for the Sponsor~~ under CFTC Rules due to its ~~ownership~~greater ofthan ~~certain~~10% ~~non-voting~~capital ~~securities~~contribution ofto the Sponsor. ~~NMSIC~~ ~~Classic~~The ~~LLC~~Sponsor is a listed principal of ~~the~~Teucrium ~~Sponsor~~Investment ~~under~~Advisors, ~~CFTC~~LLC ~~Rules~~ due to its ~~greater than 10~~100% ~~capital~~ownership ~~contribution~~of to the ~~Sponsor~~ entity.

~~Market~~Performance ~~Price~~ of ~~Shares~~the Other Commodity Pools Operated by the CPO

The ~~Fund’s~~ ~~Shares~~following ~~have~~performance ~~traded~~information onis presented in accordance with CFTC regulations. The performance of the ~~NYSE~~Fund ~~Arca~~will ~~under~~differ materially from the ~~symbol TAGS~~performance ~~since~~of ~~March~~the ~~28,~~Related ~~2012~~Pools which is included herein. The ~~following~~performance ~~table~~of ~~sets~~the ~~forth~~Related Pools which is summarized herein is expected to be materially different from the ~~range~~ Fund and the past performance summaries of ~~reported~~the ~~high~~Related Pools below are generally not representative of how the Fund might perform in the future. No performance information is presented with respect to the Fund, which has not commenced investment operations prior to the date of this Prospectus and ~~low~~which ~~sales~~will ~~prices~~not begin trading until after the initial Creation Baskets of the ~~Shares~~Fund are purchased by the initial Authorized Purchaser (all as ~~reported~~described ~~on NYSE~~in ~~Arca~~the ~~for~~“Plan of Distribution” section). The performance of the ~~periods~~Fund ~~indicated~~will differ materially from the Related Pools listed below.

Fiscal Year Ended December 31, 2021:	High	Low
Quarter Ended
March 31, 2021	$23.50	$21.38
June 30, 2021	$27.12	$22.27
September 30, 2021	$27.21	$24.42
December 31, 2021	$27.96	$25.83

In accordance with applicable requirements of the CFTC and the NFA, certain performance information for each Related Pool is set forth below.

Fiscal Year Ended December 31, 2020:	High	Low
Quarter Ended
March 31, 2020	$19.90	$16.14
June 30, 2020	$17.31	$15.81
September 30, 2020	$18.63	$16.89
December 31, 2020	$21.21	$18.44

[to be provided]

AsThe ~~of December~~Fund ~~31,~~is ~~2021,~~newly ~~the~~formed ~~Fund~~and ~~had~~has ~~approximately~~no ~~2,035 Shareholders~~operating history.

Prior Performance of the Fund

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

The Teucrium Agricultural Fund commenced trading and investment operations on March 28, 2012. The Teucrium Agricultural Fund is listed on NYSE Arca and is neither: (i) a privately offered pool pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended; (ii) a multi-advisor pool as defined in CFTC Regulation 4.10(d)(2); or (iii) a principal-protected pool as defined in CFTC Regulation 4.10(d)(3).

Units of beneficial interest issued (from inception until February 28, 2022)	975,000
Aggregate gross sale price for units issued	$34,874,435
Pool NAV as of February 28, 2022	$14,605,313
NAV per Share as of February 28, 2022	$29.96
Largest monthly percentage drawdown*	-8.65% / Jun 2018
Worst peak to valley drawdown**	-70.07% / Jul 2012 - Apr 2020

* A drawdown is a loss experienced by the fund over a specified period. Drawdowns are measured on the basis of monthly returns only and do not reflect intra-month figures. The worst monthly percentage drawdown reflects the largest single month loss sustained over the most recent five calendar years and the current year to date.

** The worst peak to valley drawdown is the largest percentage decline in the NAV per unit over the most recent five calendar years and the current year to date. This need not be a continuous decline but can be a series of positive and negative returns. Worst peak to valley drawdown represents the greatest percentage decline from any month-end NAV per unit that occurs without such month-end NAV per unit being equaled or exceeded as of a subsequent month-end. For example, if the NAV per unit declined by $1 in each of January and February, increased by $1 in March and declined again by $2 in April, a “peak to valley drawdown” analysis conducted as of the end of April would consider that “drawdown” to be continuing and to be $3 in amount, whereas if the NAV per unit had increased by $2 in March, the drawdown would have ended as of the end of February at the $2 level.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

	Rates of Return*
Month	2017		2018		2019		2020		2021		2022
January	3.34	%	0.57	%	2.61	%	(2.19)	%	4.18	%	2.22	%
February	(0.29)	%	2.67	%	(3.98)	%	(2.75)	%	3.46	%	8.52	%
March	(5.97)	%	(2.98)	%	(2.60)	%	(7.41)	%	(1.53)	%		%
April	(2.16)	%	0.09	%	(3.59)	%	(4.63)	%	13.71	%		%
May	(2.32)	%	1.32	%	6.17	%	0.03	%	(1.02)	%		%
June	2.91	%	(8.65)	%	0.85	%	1.21	%	3.26	%		%
July	1.00	%	1.47	%	(3.94)	%	1.99	%	(1.21)	%		%
August	(6.47)	%	(4.48)	%	(5.42)	%	4.23	%	2.70	%		%
September	(0.72)	%	(2.20)	%	3.86	%	3.50	%	(0.60)	%		%
October	(1.27)	%	3.65	%	0.59	%	1.39	%	2.16	%		%
November	(0.47)	%	0.34	%	(0.87)	%	4.29	%	(1.70)	%		%
December	(1.60)	%	(2.31)	%	4.05	%	8.28	%	2.34	%		%
Annual Rate of Return	(13.60)	%	(10.64)	%	(3.02)	%	7.14	%	27.85	%	10.93	%**

* The monthly rate of return is calculated by dividing the ending NAV for a given month by the ending NAV for the previous month, subtracting 1 and multiplying this number by 100 to arrive at a percentage increase or decrease.

** Not annualized.

The Trustee

The sole Trustee of the Trust is Wilmington Trust Company, a Delaware banking corporation. The Trustee’s principal offices are located at 1100 North Market Street, Wilmington, Delaware 19890-‑0001. The Trustee is unaffiliated with the Sponsor. The Trustee’s duties and liabilities with respect to the offering of Shares and the management of the Trust and the Fund are limited to its express obligations under the Trust Agreement.

The Trustee will accept service of legal process on the Trust in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. The Trustee does not owe any other duties to the Trust, the Sponsor or the Shareholders. The Trustee is permitted to resign upon at least sixty (60) days’ notice to the Sponsor. If no successor trustee has been appointed by the Sponsor within such sixty-‑day period, the Trustee may, at the expense of the Trust, petition a court to appoint a successor. The Trust Agreement provides that the Trustee is entitled to reasonable compensation for its services from the Sponsor or an affiliate of the Sponsor (including the Trust), and is indemnified by the Sponsor against any expenses it incurs relating to or arising out of the formation, operation or termination of the Trust, or any action or inaction of the Trustee under the Trust Agreement, except to the extent that such expenses result from the gross negligence or willful misconduct of the Trustee. The Sponsor has the discretion to replace the Trustee.

The Trustee has not signed the registration statement of which this prospectus is a part and is not subject to issuer liability under the federal securities laws for the information contained in this prospectus and under federal securities laws with respect to the issuance and sale of the Shares. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Shares.

-70-

Under the Trust Agreement, the Trustee has delegated to the Sponsor the exclusive management and control of all aspects of the business of the Trust and the Fund. The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor.

Because the Trustee has delegated substantially all of its authority over the operation of the Trust to the Sponsor, the Trustee itself is not registered in any capacity with the CFTC.

Operation of the Fund

The ~~Fund~~ ~~seeks~~Sponsor toemploys ~~provide~~a ~~daily~~“neutral” investment ~~results~~strategy ~~that~~intended ~~reflect~~to track changes in the ~~combined~~ ~~daily~~Index ~~performance~~regardless of whether the ~~Underlying~~Index ~~Funds~~goes up or goes down. ~~Under~~The ~~normal market~~Fund’s ~~conditions,~~“neutral” investment strategy is designed to permit investors generally to purchase and sell the Fund’s ~~seeks~~Shares tofor ~~achieve~~the ~~its~~purpose of investing indirectly in a portfolio comprised of 80% bitcoin and 20% Carbon Credit Futures in a cost-effective manner. Accordingly, depending on the investment objective of an individual investor, the risks generally byassociated with investing ~~equally~~ in ~~shares~~the ofassets ~~each Underlying~~that comprise the Fund and/or the risks involved in hedging may exist. In addition, the Fund does not expect there to abe ~~lesser~~any ~~extent,~~meaningful ~~cash~~correlation ~~equivalents.~~between ~~The~~ the performance of the Fund’s investments in ~~shares~~cash and cash equivalents and the changes in the price of ~~Underlying~~bitcoin ~~Funds~~and/or ~~is rebalanced,~~Carbon ~~generally~~Credit Futures. While the level of interest earned on, aor ~~daily~~the ~~basis~~market price of, these investments may in ~~order~~some respects correlate to ~~maintain approximately~~changes ain ~~25%~~the ~~allocation~~price changes in these assets, this correlation is not anticipated as part of the Fund’s ~~assets~~efforts to ~~each Underlying~~meet its objective. This and certain risk factors discussed in this prospectus may cause a lack of correlation between changes in the Fund’s NAV and changes in the level of the Index.

28The Shares issued by the Fund may only be purchased by Authorized Purchasers and only in blocks of 10,000 Shares called Creation Baskets. The amount of the purchase payment for a Creation Basket is equal to the aggregate NAV of Shares in the Creation Basket. Similarly, only Authorized Purchasers may redeem Shares and only in blocks of 10,000 Shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket is equal to the aggregate NAV of Shares in the Redemption Basket. The purchase price for Creation Baskets and the redemption price for Redemption Baskets are the actual NAV calculated at the end of the business day when a request for a purchase or redemption is received by the Fund. The NYSE Arca publishes an approximate NAV intra‑day based on the prior day’s NAV and the current price of the bitcoin and Carbon Credit Futures, but the price of Creation Baskets and Redemption Baskets is determined based on the actual NAV calculated at the end of each trading day.

The investment objective of each Underlying Fund is to have the daily changes in percentage terms of its Shares’ NAV reflect the daily changes in percentage terms of the Underlying Fund’s Benchmark. Specifically, the Teucrium Corn Fund’s Benchmark is: (1) the second to expire Futures Contract for corn traded on the CBOT, weighted 35%, (2) the third to expire CBOT corn Futures Contract, weighted 30%, and (3) the CBOT Corn Futures Contract expiring in the December following the expiration month of the third to expire contract, weighted 35%. The Teucrium Wheat Fund’s Benchmark is: (1) the second to expire CBOT Wheat Futures Contract, weighted 35%, (2) the third to expire CBOT wheat Futures Contract, weighted 30%, and (3) the CBOT Wheat Futures Contract expiring in the December following the expiration month of the third to expire contract, weighted 35%. The Teucrium Soybean Fund’s Benchmark is: (1) the second to expire CBOT Soybean Futures Contract, weighted 35%, (2) the third to expire CBOT Soybean Futures Contract, weighted 30%, and (3) the CBOT Soybean Futures Contract expiring in the November following the expiration month of the third to expire contract, weighted 35%, except that CBOT Soybean Futures Contracts expiring in August and September will not be part of the Teucrium Soybean Fund’s Benchmark because of the less liquid market for these Futures Contracts. The Teucrium Sugar Fund’s Benchmark is: (1) the second to expire Sugar No. 11 Futures Contract traded on ICE Futures, weighted 35%, (2) the third to expire ICE Futures Sugar No. 11 Futures Contract, weighted 30%, and (3) the ICE Futures Sugar No. 11 Futures Contract expiring in the March following the expiration month of the third to expire contract, weighted 35%.

Each Underlying Fund seeks to achieve its investment objective by investing under normal market conditions in Benchmark Component Futures Contracts or, in certain circumstances, in other Futures Contracts for its Specified Commodity. In addition, and to a limited extent, an Underlying Fund also may invest in exchange-traded options on Futures Contracts and in Cleared Swaps for its Specified Commodity in furtherance of the Underlying Fund's investment objective. Once position limits or accountability levels on Futures Contracts on an Underlying Fund’s Specified Commodity are applicable, each Underlying Fund's intention is to invest in other commodity interests on its Specified Commodity. See “The Offering – Futures Contracts” below. By utilizing certain or all of these investments, the Sponsor endeavors to cause each Underlying Fund's performance to closely track that of its Benchmark.

The Underlying Funds invest in commodity interests to the fullest extent possible without being leveraged or unable to satisfy their current or potential margin or collateral obligations with respect to its investments in commodity interests. After fulfilling such margin and collateral requirements, the Underlying Funds invest the remainder of its proceeds from the sale of baskets in short-term Treasury Securities, cash and/or cash equivalents, including money market funds and investment grade commercial paper. Therefore, the focus of the Sponsor in managing the Underlying Funds is investing in Commodity interests and in cash and/or cash equivalents. The Sponsor expects to manage the Fund’s and Underlying Funds’ investments directly, although itthe Trust has been authorized by the Trustit to retain, establish the terms of retention for, and terminate third-party commodity trading advisors to provide such management. The Sponsor has substantial discretion in managing the Fund’s and Underlying Funds’ investments consistent with meeting their investment objectives, including the discretion: (1) to choose whether to invest an Underlying Fund’s assets in the Benchmark Component Futures Contracts or other Futures Contracts or other commodity interests with similar investment characteristics; (2) to choose when to “roll” the Underlying Fund’s positions in commodity interests as described below, and (3) to manage the Fund’s and Underlying Funds’ investments in short-term Treasury Securities and cash and cash equivalents.

Each Underlying Fund seeks to achieve its investment objectives primarily by investing in Benchmark Component Futures Contracts changes in its NAV will be closely track the changes in its Benchmark. Each Underlying Fund’s positions in Benchmark Component Futures Contracts are changed or “rolled” on a regular basis in order to track the changing nature of its Benchmark. For example, several times a year (on the dates on which Futures Contracts on the Underlying Fund’s Specified Commodity specific commodity expire), a particular Futures Contract will no longer be a Benchmark Component Futures Contract, and the Underlying Fund’s investments will have to be changed accordingly. In order that the Underlying Funds’ trading does not cause unwanted market movements and to make it more difficult for third parties to profit by trading based on such expected market movements, the Underlying Funds’ investments may not be rolled entirely on that day, but rather may be rolled over a period of days.

The total portfolio composition of the Fund and Underlying Funds is disclosed each business day that the NYSE Arca is open for trading on the Fund’s website at www.teucrium.com. The website disclosure of portfolio holdings is made daily and includes, as applicable, the name and value of each Underlying Fund and each cash equivalent, and the amount of cash, held in the Fund’s portfolio, and the name and value of each Futures Contract and Cleared Swap, the specific types of other commodity interests and characteristics of such other commodity interests, the name and value of each short-term Treasury Security and cash equivalent, and the amount of cash held in each Underlying Fund’s portfolio. The Fund’s website is publicly accessible at no charge.

The Shares issued by the Fund may only be purchased by Authorized Purchasers and only in blocks of 12,500 Shares called Creation Baskets. The amount of the purchase payment for a Creation Basket is equal to the aggregate NAV of Shares in the Creation Basket. Similarly, only Authorized Purchasers may redeem Shares and only in blocks of 12,500 Shares called Redemption Baskets. The amount of the redemption proceeds for a Redemption Basket is equal to the aggregate NAV of Shares in the Redemption Basket. The purchase price for Creation Baskets and the redemption price for Redemption Baskets are the actual NAV calculated at the end of the business day when a request for a purchase or redemption is received by the Fund. The NYSE Arca publishes an approximate NAV intra-day based on the prior day’s NAV and the current price of the Benchmark Component Futures Contracts, but the price of Creation Baskets and Redemption Baskets is determined based on the actual NAV calculated at the end of each trading day.

While the Fund issues Shares only in Creation Baskets, Shares may also be purchased and sold in much smaller increments on the NYSE Arca. These transactions, however, are effected at the bid and ask prices established by the specialist firm(s). Like any listed security, Shares can be purchased and sold at any time a secondary market is open.

~~The~~ Investment ~~Strategies of the Fund and the Underlying Funds~~Objective

~~In managing~~The ~~the~~ Fund’s ~~and~~investment ~~Underlying~~objective ~~Funds’~~is ~~assets,~~to reflect the ~~Sponsor~~ ~~does~~price ~~not~~of ~~use~~bitcoin ~~a technical trading system that automatically issues buy~~ and ~~sell~~the ~~orders.~~value ~~Instead, each time one or more baskets~~ of ~~Fund~~Carbon ~~Shares~~Credit ~~are purchased or redeemed~~Futures, ~~the~~as ~~Sponsor~~represented ~~will~~by ~~purchase or sell shares of~~ the ~~Underlying~~7RCC ~~Funds~~Kaiko inBitcoin ~~the~~Carbon ~~secondary~~Credit ~~market. While the Fund will not cause Authorized Purchasers to purchase or redeem baskets on its behalf~~Index, ~~the~~less ~~demand~~expenses ~~for~~from ~~Underlying Fund shares caused by~~ the Fund’s ~~trades~~operations. ~~may~~There ~~cause~~can anbe ~~Authorized~~no ~~Purchaser to~~assurance ~~create~~that ~~independently one or more baskets of one or more of~~ the ~~Underlying~~ ~~Funds. When one or more baskets of shares of an Underlying~~ Fund ~~are~~will ~~purchased~~achieve orits ~~redeemed,~~investment ~~commodity~~objective ~~interests are purchased~~ or ~~sold with an aggregate market value~~ that ~~approximates~~ the ~~amount~~Fund’s ofinvestment ~~cash~~strategy ~~received~~will orbe ~~paid upon the purchase or redemption of the basket(s)~~successful.

AsInvestment an example, assume that a Creation Basket is sold by the Fund, that the closing NAV per Share is $25.00, and that the basket size for the Fund is 12,500 shares. In that case, the Fund would receive $312,500 in proceeds from the sale of the Creation Basket ($25.00 NAV per Share multiplied by 12,500 Shares and ignoring any Creation Basket fee). If one were to assume further that the Sponsor wants to invest the entire proceeds from the Creation Basket in Shares of the Underlying Funds and that the NAV of each share is $18, the Fund would be unable to buy an exact number of Shares with an aggregate market value equal to $312,500. Instead, the Fund would be able to purchase 17,361 Shares with an aggregate market value of $312,498. The remainder of the proceeds from the sale of the Creation Basket, $2.00, would remain invested in cash and/or cash equivalents, as determined by the Sponsor from time to time based on factors such as anticipated redemptions.Strategies

29The Fund pursues its investment objective by investing 80% of its assets in bitcoin and the remaining 20% of its assets in the Carbon Credit Futures that comprise the Index. The Fund seeks these investments to reflect the price of bitcoin and Carbon Credit Futures, as represented in the Index. The Index seeks to provide exposure to bitcoin with an environmentally responsible approach with exposure to carbon credits, and is designed to track the performance of investing in a portfolio comprised of 80% of bitcoin and 20% Carbon Credit Futures. The Index’s Carbon Credit Futures replicate three sub-indexes and provide exposure to the value of emissions allowances issued under the following cap-and-trade regimes: (i) EU ETS; (ii) CCA; and (iii) RGGI. To obtain exposure to the EU ETS, the Index uses Intercontinental Exchange (“ICE”) EUA (Carbon Emission Allowances) futures (“EU CEA Carbon Credit Futures”). To obtain exposure to the CCA, the Index uses ICE California Carbon Allowance Vintage Future contracts (“CCA Carbon Credit Futures”). To obtain exposure to the RGGI, the Index uses ICE RGGI (CO2 allowances) futures contracts (“RGGI Carbon Credit Futures”). The Fund’s Carbon Credit Futures will not result in any direct participation by the Fund in any particular carbon emissions offsetting project, including any carbon emissions associated with the mining of bitcoin or the Fund’s bitcoin holdings.

The Sponsor does not anticipate letting the Underlying Funds’ Futures Contracts expire and taking delivery of a Specified Commodity. Instead, the Sponsor closes out existing positions, e.g., in response to ongoing changes in an Underlying Fund’s Benchmark or if it otherwise determines it would be appropriate to do so and reinvest the proceeds in new commodity interests. Positions may also be closed out to meet orders for Redemption Baskets, in which case the proceeds from closing the positions will not be reinvested.-71-

~~Futures~~The ~~Contracts~~Index

~~Futures Contracts~~The ~~are~~Index ~~agreements~~provides ~~between~~exposure ~~two~~to ~~parties~~the ~~that~~daily ~~are~~price ~~executed~~performance onof ~~a designated~~bitcoin ~~contract~~and ~~market~~Carbon ~~(“DCM”),~~Credit ~~i.e.,~~Futures aby ~~commodity futures~~aiming ~~exchange,~~to ~~and~~track ~~that~~the ~~are~~financial ~~cleared~~performance ~~and~~of ~~margined~~investing ~~through~~in a ~~derivatives~~ ~~clearing~~portfolio ~~organization~~of ~~(“DCO”),~~80% ~~i.e.,~~bitcoin ~~a clearing~~and ~~house.~~20% ~~One~~Carbon ~~party~~Credit ~~agrees~~Futures. toIn ~~buy~~providing athis ~~commodity~~exposure, ~~from~~ the ~~other party~~Index atseeks ato ~~later~~provide ~~date~~exposure atto abitcoin ~~price~~with ~~and~~an ~~quantity;~~environmentally ~~agreed~~responsible ~~upon~~approach ~~when~~through ~~the contract~~exposure isto ~~made~~carbon credits. InThe ~~market~~Index ~~terminology,~~does anot ~~party~~provide ~~who~~exposure ~~purchases~~to ~~a Futures~~futures ~~Contract~~contracts isthat ~~long~~are inspecifically ~~the~~linked ~~market~~to ~~and~~bitcoin amining ~~party~~or ~~who~~other ~~sells~~related ~~a Futures~~processes. ~~Contract~~Kaiko is ~~short~~the inindex provider, benchmark administrator and calculates the ~~market~~Bitcoin Price. ~~The~~Kaiko ~~contractual obligations~~is also the central recipient of ainput ~~buyer~~data orand ~~seller~~evaluates ~~may~~the ~~generally~~integrity beand ~~satisfied~~accuracy ~~by taking~~of orthe ~~making~~input ~~physical~~data. ~~delivery~~Solactive is the calculation agent of the ~~underlying~~Index ~~commodity~~and ~~or by~~is ~~making~~also anthe ~~offsetting~~index ~~sale~~provider orof ~~purchase~~each of anthe ~~identical~~Sub-indexes ~~Futures Contract~~detailed onbelow. ~~the~~Bitcoin ~~same~~is orvalued ~~linked~~in ~~exchange~~accordance ~~before~~with the ~~designated~~procedures ~~date of~~outlined ~~delivery.~~below ~~The~~in ~~difference~~“Operation ~~between~~of the ~~price~~Fund at— ~~which~~Bitcoin ~~the~~Valuation”. ~~Futures Contract~~The Index is ~~purchased~~calculated oron ~~sold~~any ~~and~~day the ~~price~~Exchange ~~paid~~is open for ~~the~~trading. ~~offsetting sale~~The orIndex ~~purchase,~~value ~~after~~will ~~allowance~~be ~~for~~calculated ~~brokerage~~as ~~commissions~~of 4:00 p.m. ET, ~~constitutes~~ ~~the~~and ~~profit~~published orafter ~~loss~~4:10 toET ~~the~~on ~~trader~~such days.

IfBitcoin ~~the price~~represents 80% of the ~~commodity~~value ~~increases~~of ~~after~~the Index with the ~~original~~remaining 20% represented by various interests in Carbon Credit Futures ~~Contract~~. isThe ~~entered~~Carbon ~~into,~~Credit ~~the~~Futures ~~buyer~~portion of the ~~Futures~~Index ~~Contract~~is ~~will generally~~built beusing ~~able~~a tocombination ~~sell~~of athree ~~Futures~~carbon ~~Contract~~credit toindices, ~~close~~each ~~out~~of ~~its original~~which ~~long~~is ~~position~~calculated atand aadministered ~~price~~by ~~higher~~Solactive: ~~than~~Solactive ~~that~~Future atSeries ~~which~~European ~~the original~~Carbon ~~contract~~Credit ~~was~~Rolling ~~purchased~~Futures Index (the “European Sub-index”), ~~generally~~Solactive ~~resulting~~Future inSeries aCalifornia ~~profit~~Carbon to Rolling Futures Index (the ~~buyer.~~“California ~~Conversely~~Sub-index”), and the ~~seller~~Solactive ofFuture aSeries Regional Greenhouse Gas Rolling Futures ~~Contract~~Index ~~will generally~~(the ~~profit~~“RGGI ifSub-index” and, collectively with the ~~price~~European Sub-index and the California Sub-index, the “Sub-indexes”). The combination of exposure to the three underlying ~~commodity decreases,~~indices asprovides itthe ~~will~~Index ~~generally~~with bereturns ~~able~~tied to ~~buy~~futures acontracts ~~Futures~~on ~~Contract~~ carbon credits connected to ~~close~~EU ~~out~~ETS, ~~its~~CCA ~~original~~and ~~short~~RGGI ~~position~~(specifically, atEU aCEA ~~price~~Carbon ~~lower~~Credit ~~than~~Futures, ~~that at~~CCA ~~which~~Carbon ~~the~~Credit ~~original~~Futures ~~contract~~and ~~was~~RGGI ~~sold~~Carbon Credit Futures). ~~Because~~Solactive calculates the ~~Underlying Funds~~value ~~seek~~of tothe ~~track~~Carbon ~~their~~Credit ~~Benchmarks~~Futures ~~directly~~for ~~and~~the ~~profit~~Index ~~when~~in accordance with the ~~price~~ valuation of the ~~Specified~~Carbon ~~Commodity~~Credit ~~and~~Futures Sub-indexes, asdetailed abelow. ~~likely~~The ~~result~~Carbon ofCredit ~~an increase~~Futures inrepresented by the ~~price~~European ofSub-index ~~the~~are ~~Specified~~denominated ~~Commodity~~in euros, however the ~~price~~Index ~~of Futures~~is ~~Contracts~~published onin U.S. dollars. The European Sub-index employs the ~~Specified~~4:00 ~~Commodity~~p.m. ~~specific~~London ~~commodity increases,~~WM/Reuters ~~each~~Fixing ~~Underlying~~to ~~Fund~~convert ~~will~~the ~~generally~~value beof ~~long~~the European Sub-index in ~~the market~~euros ~~for~~to ~~its~~a ~~Specified~~value ~~Commodity~~in ~~and~~U.S. ~~will~~dollars. ~~generally~~For ~~sell~~additional ~~Futures Contracts~~information ~~only~~regarding toeach ~~close~~of ~~out~~the ~~existing~~European ~~long~~Sub-index, ~~positions~~California Sub-index and RGGI Sub-index, please see “Carbon Credit Futures Sub-indexes” below).

~~Futures Contracts~~The ~~are~~Sub-indexes ~~typically~~include ~~traded~~only onCarbon ~~futures~~Credit ~~exchanges~~Futures ~~(i.e.,~~that ~~DCMs) such~~mature asin the ~~CBOT~~upcoming ~~and~~December. ~~ICE Futures~~Specifically, ~~which~~each ~~provide~~Sub-index ~~centralized~~includes ~~market facilities~~front-month infutures ~~which~~contracts ~~multiple~~that ~~persons~~are ~~may~~rolled ~~trade~~over ~~contracts. Members of~~ a ~~particular~~five ~~futures~~day ~~exchange~~period ~~and~~prior to the ~~trades~~expiration ~~executed~~of on such ~~exchange~~ ~~are~~contracts ~~subject~~in December to ~~the~~new ~~rules~~contracts that expire in December of ~~that~~the ~~exchange~~subsequent year. For example, if the specific Sub-index holds front-month Carbon Credit Futures ~~exchanges~~ ~~and~~that ~~their~~expire ~~related~~in ~~clearing~~December ~~organizations~~2025, ~~(i.e.~~when such contracts approach their expiration date, ~~DCOs)~~the ~~are given~~Sub-index ~~reasonable~~will ~~latitude~~roll insuch ~~promulgating~~contracts ~~rules~~into ~~and~~Carbon ~~regulations~~Credit ~~to control~~Futures ~~and~~that ~~regulate~~expire ~~their~~in ~~members~~December 2026.

~~Trades on~~The aIndex ~~futures~~does ~~exchange~~not ~~are~~equally ~~generally~~weight ~~cleared~~its byexposure to the ~~DCO,~~Carbon ~~which provides~~Credit ~~services~~Futures ~~designed~~that tocomprise ~~mutualize~~the orSub-indexes. ~~transfer~~Rather it seeks exposure to the ~~credit~~reference ~~risk arising~~carbon ~~from~~credits proportional to the trading volume of ~~contracts~~the onback-month anCarbon ~~exchange.~~Credit ~~The~~Futures ~~clearing organization~~over ~~effectively~~the ~~becomes~~last ~~the~~22 ~~other~~trading ~~party~~days prior to the ~~trade~~December rebalancing. As of the date of this prospectus, ~~and each~~11% ~~clearing~~of ~~member~~the ~~party~~Index tois comprised of EU CEA Carbon Credit Futures, 8% of the ~~trade~~Index ~~looks~~is ~~only~~comprised toof CCA Carbon Credit Futures that reference CCA and 1% of the ~~clearing organization~~Index ~~for~~is ~~performance~~comprised of RGGI Carbon Credit Futures. The below table provides the volume and allocation for the specific Carbon Credit Futures on ICE as of August 4, 2025:

Futures Contracts on corn, wheat and soybeans are traded on the CBOT (which is part of the CME Group) in units of 5,000 bushels, and Sugar No. 11 Futures Contracts are traded on ICE Futures and the New York Mercantile Exchange in units of 112,000 pounds. Generally, Futures Contracts traded on an exchange are priced by floor brokers and other exchange members through an electronic, screen-based system that determines the price by electronically matching offers to purchase and sell. Futures Contracts may also be based on commodity indices, in that they call for a cash payment based on the change in the value of the specified index during a specified period. No Futures Contracts based on an index of prices of a Specified Commodity are currently available, although an Underlying Fund could enter into such contracts should they become available in the future.

Carbon Credit Futures	Volume	Allocation
EU CEA Carbon Credit Futures	22,021	16.03%
CCA Carbon Credit Futures	1,925	2.05%
RGGI Carbon Credit Futures	54	0.74%

~~Certain typical~~The Index rebalances quarterly in March, June, September and ~~significant~~December. ~~characteristics~~The December rebalance of ~~Futures~~the ~~Contracts~~Index ~~are discussed~~is ~~below.~~the ~~Additional~~business ~~risks~~day immediately following the roll of ~~investing~~Carbon inCredit Futures ~~Contracts are~~for ~~included~~each inof ~~“What~~the Sub-indexes. Index data and the description of the Index are based on information made publicly available by the ~~Risk~~Benchmark ~~Factors~~Administrator. ~~Involved~~None ~~with~~of ~~an Investment~~the ininformation on the ~~Fund?”~~Benchmark Administrator’s website is incorporated by reference into this prospectus.

~~Impact of Position Limits, Accountability Levels, and Price Fluctuation Limits~~-72-

~~Position~~Kaiko ~~Limits, Accountability~~is ~~Levels~~the index provider, benchmark administrator and calculates the Bitcoin Price. ~~Fluctuation~~Kaiko ~~Limits~~is ~~may~~also ~~potentially cause~~the acentral ~~tracking~~recipient ~~error~~of ~~between~~input data and evaluates the ~~price~~integrity and accuracy of anthe ~~Underlying Fund’s~~input ~~shares~~data. Kaiko, founded 2014, is a global crypto data and ~~its~~data ~~Benchmark~~solutions company, offering businesses institutional-grade, regulatory-compliant solutions. ~~This~~Kaiko, ~~may~~through inKaiko ~~turn~~Indices, ~~prevent~~a ~~you from~~wholly ~~being~~owned ~~able~~subsidiary, tois ~~effectively~~an ~~use~~index ~~the~~provider ~~Fund~~for ascrypto assets. Kaiko Indices is a ~~way~~registered toBenchmark ~~hedge against~~Administrator ~~commodity~~under ~~related~~the ~~losses~~EU orBenchmark asRegulations aand ~~way~~is toregulated ~~indirectly~~by ~~invest in~~the ~~agricultural~~European ~~commodities~~Securities and Markets Authority (ESMA). Kaiko crypto asset benchmarks and indices are used by exchanges, asset managers and funds, and other market participants across the world.

~~It cannot~~Solactive beis ~~predicted~~the ~~whether~~calculation agent of the ~~Fund~~Index and is also the ~~Underlying~~index ~~Funds shares~~provider ~~will~~of ~~trade~~each of the Sub-indexes detailed below. ~~at,~~Solactive oralso ~~above~~calculates ~~their~~the ~~NAV.~~value ~~However,~~of ~~when futures~~the ~~contracts~~Carbon inCredit Futures portion of the ~~Underlying~~Index ~~Fund’s~~and ~~benchmark~~the ~~are halted~~value orof ~~locked~~the ~~limit~~Index upoverall. orSince ~~down~~its creation in 2007, itSolactive isAG ~~likely~~has ~~that~~become one of the ~~Fund~~key ~~and Underlying~~players ~~Fund’s~~in ~~shares~~the ~~will~~indexing ~~trade~~space. atSolactive AG is a ~~premium~~German ormulti-asset ~~discount to~~class ~~the~~index ~~Fund~~provider ~~and~~focusing ~~Underlying~~on ~~Fund’s~~tailor-made ~~published~~indices, ~~NAV~~developing, calculating and distributing them worldwide. ~~Such~~Offering ~~premium or~~a ~~discount~~fast ~~may~~time beto ~~elevated~~market service with great flexibility and ~~may~~at ora ~~may~~reasonable ~~not~~cost ~~reflect~~has ~~current market~~allowed ~~conditions~~Solactive AG to become one of the ~~price~~fastest ofgrowing ~~futures~~index ~~compared~~providers toover ~~normal~~the ~~market conditions~~past few years. ~~These~~Solactive ~~conditions~~AG ~~could~~now ~~cause~~calculates ~~the~~indices ~~Fund~~for more than 500 clients in Europe, America and ~~Underlying Funds~~Asia. As of October 2024, approximately $300 billion are invested in products linked to ~~experience~~more ~~prolonged~~than ~~tracking~~35,000 ~~error~~indices ~~from~~calculated ~~its Benchmark~~by Solactive AG globally, primarily in the form of 650 ETFs.

The Fund ~~and the Underlying Funds do not intend to limit the size of their offerings and~~ will ~~attempt~~notify toShareholders ~~expose substantially all~~ of ~~their~~ ~~proceeds~~any tomaterial ~~the~~change ~~agricultural commodities market either directly through commodity interests or,~~ in the ~~case~~methodology of the ~~Fund, indirectly~~Index ~~through~~or the ~~Underlying~~respective ~~Funds.~~Sub-indexes Ifin ana ~~Underlying~~prospectus ~~Fund encounters~~supplement ~~position limits or price fluctuation limits for Futures Contracts on U.S. exchanges, it may then, if permitted under applicable regulatory requirements, purchase other commodity interests~~ and/or ~~Futures~~a ~~Contracts~~current ~~listed~~report on ~~foreign~~Form ~~exchanges. However,~~8-K the Futures Contracts available on such foreign exchanges may have different underlying sizes, deliveries, and prices than the Underlying Funds’ Benchmark Component Futures Contracts. In addition, the Futures Contracts available on these exchanges may be subject to their own position limits or ~~similar restrictions. In any case, notwithstanding the potential availability of these instruments~~ in ~~certain~~its ~~circumstances,~~annual ~~position~~or ~~limits~~quarterly ~~could force the Fund and the Underlying Funds to limit the number of Creation Baskets that they sell~~reports.

~~Price~~Carbon ~~Volatility~~Credit Futures Sub-indexes. The Sub-indexes are excess return indexes that roll exposure to the underlying futures contracts over five days. The European Sub-index seeks to track the performance of the Intercontinental Exchange EUA (Carbon Emission Allowances) futures. The California Sub-index seeks to track the performance of the ICE California Carbon Allowance Vintage Future contracts. The RGGI Sub-index seeks to track the performance of the ICE RGGI (CO2 allowances) futures contracts. Each Sub-index has been calculated back to a start date of January 16, 2024 (the “Start Date”) and the initial level of each Sub-index on the Start Date was 100. The Sub-indexes are owned, calculated, administrated, and published by Solactive AG assuming the role as index owner and index administrator under the Regulation (EU) 2016/1011.

~~Despite daily~~The ~~price~~levels ~~limits,~~of each Sub-index is calculated on each day on which the ~~price~~ICE ~~volatility~~Futures ofU.S. is open for general business (the “Calculation Day”) based on the trading prices on the ICE Futures U.S. on which the futures contracts ~~generally~~ ~~has~~currently ~~been~~reflected ~~historically~~in ~~greater~~the ~~than~~respective ~~that~~Sub-index ~~for~~(the ~~traditional securities~~“Sub-index ~~such~~Components”) asare ~~stocks~~listed. The levels for the RGGI Sub-index and ~~bonds~~California Sub-index are calculated on each Calculation Day from 3:00 to 16:00 ET. ~~Price~~A ~~volatility~~closing ~~often~~level ~~is greater~~for ~~day~~each of the RGGI Sub-toIndex and California Sub-~~day~~index asis ~~opposed~~calculated tobased ~~intra~~on the last trading price of the respective Sub-~~day~~index Component prior to 16:00 ET. ~~Economic~~If ~~factors~~the ~~that may~~trading ~~cause~~price ~~volatility~~to indetermine ~~Futures~~the ~~Contracts~~closing ~~include~~level ~~changes~~of ~~in interest~~the ~~rates;~~respective ~~governmental,~~Sub-index ~~agricultural,~~for ~~trade,~~any ~~fiscal~~of the Sub-index Components is unavailable, ~~monetary and~~the “Settlement Level” (detailed below) of the Sub-index Component published by the respective exchange ~~control~~on ~~programs~~which ~~and~~the ~~policies;~~Sub-index ~~weather~~Component ~~and~~is ~~climate conditions;~~listed ~~changing~~will ~~supply~~be ~~and~~used. ~~demand~~The ~~relationships;~~level ~~changes~~for ~~in balances~~the European Sub-index is calculated on each Calculation Day from 8:00 to 19:00 CET (2:00 to 13:00 ET). A closing level for the European Sub-index for each Calculation Day is calculated based on the Settlement Level of ~~payments~~the Sub-index Component. The “Settlement Level” is an underlying security’s final regular-hours price at which a futures contract will reference at the end of each Calculation Day and ~~trade;~~upon its expiration published by the ICE Futures U.S. and ~~international~~determined ~~rates~~in ~~of inflation;~~accordance ~~currency~~with ~~devaluations~~the ~~and~~ICE ~~revaluations;~~Futures U.S. ~~and international~~regulations. ~~political~~In ~~and~~the ~~economic~~event ~~events;~~that ~~global~~a ~~trade disruption~~Sub-index ~~due~~Component tohas ~~outbreaks~~no closing level or ~~public~~settlement ~~health~~level, ~~emergency~~such asa ~~declared by~~day ~~the~~will ~~World~~be ~~Health~~treated ~~Organization;~~as ~~and~~a ~~changes~~market indisruption ~~philosophies~~day, and ~~emotions~~ the level of ~~market~~the ~~participants.~~respective ~~Because~~Sub-index ~~the~~will ~~Underlying~~not ~~Funds invest~~be apublished. ~~significant~~In ~~portion~~such ofevent, ~~their~~the ~~assets~~Solactive in(as ~~Futures~~calculation ~~Contracts,~~ agent for the ~~assets~~Index), ofwill use the ~~Underlying~~last ~~Funds,~~observed ~~and~~trading ~~therefore~~price to calculate the ~~price~~level of ~~shares~~ of the ~~Underlying~~specific ~~Funds~~sub-index ~~and~~until ~~the~~there ~~Fund’s~~is ~~Shares,~~a ~~may~~closing ~~be subject~~level toor ~~greater~~settlement ~~volatility~~level ~~than~~for ~~traditional securities~~the given sub-index.

30Sub-index Components are selected according to the Roll Period (defined below) and in accordance with each Sub-index’s pre-determined roll schedule (the “Roll Schedule”). The replacement of the current active contract as set forth in the Roll Schedule (the “Active Contract”) by the next active contract as set forth in the Roll Schedule (the “Next Active Contract”) will be implemented over a five-day roll period (the “Roll Period”). The Roll Period starts on the Trading Day (defined as a day on which the respective Sub-index is open for trading (or a day that would have been such a day if a market disruption had not occurred) (the “Roll Start Date”), excluding days on which trading may be ceased prior to the normal Sub-index closing time) preceding the expiry day of the Active Contract by fifteen Trading Days. The Contract Roll Weight of the Active Contract is then decreased by 1/5 after the close of each Trading Day of the Roll Period starting at 100% while the Contract Roll Weight of the Next Active Contract is increased by 1/5 after the close of each Trading Day of the Roll Period starting at 0%. After the end of the Roll Period (inclusive of the Trading Day which is five days after the Roll Start Date (the “Roll End Date”)) the Next Active Contract becomes the Active Contract.

~~Term Structure of Futures Contracts and the Impact on Total Return~~-73-

~~Over time,~~Once the ~~price~~expiry ofdate a(the ~~commodity~~“Roll ~~will fluctuate based on a number of market factors~~Anchor”), ~~including~~anchort ~~demand~~as ~~for the commodity relative to its supply. The value~~ of ~~Futures~~Calculation ~~Contracts~~Day ~~will~~t ~~likewise~~is ~~fluctuate~~determined, in ~~reaction~~ torelation ~~a number of market factors. Because the Underlying Funds seek~~ to ~~maintain~~Calculation ~~their~~Day ~~holdings~~t, ~~in Futures Contracts with a roughly constant expiration profile and not take delivery of~~ the ~~Specified~~ ~~Commodity~~Roll ~~agricultural commodities~~Start, ~~the Underlying Funds must periodically “roll” futures contract positions~~RollStartt, ~~closing~~ ~~out~~is ~~soon~~set to ~~expire~~negative ~~contracts~~15 ~~that are no longer part of~~ (the ~~Benchmark~~ ~~and~~“Roll ~~entering~~Offset”) ~~into~~plus ~~subsequent~~one toCalculation ~~expire~~Day ~~contracts.~~before ~~One factor determining the total return from investing in futures contracts is the price relationship between soon to expire contracts and later to expire contracts~~anchort.

IfRoll ~~the futures~~End, ~~market is in a state of backwardation (i.e.~~RollEndt, ~~when~~as ~~the price~~ of ~~the~~Calculation ~~Specified~~Day ~~Commodity~~t ~~in the future~~ is ~~expected~~set to be ~~less than~~exactly the ~~current~~number price), an Underlying Fund will buy later to expire contracts for a lower price than the sooner to expire contracts that it sells. Hypothetically, and assuming no changes to either prevailing commodity prices or the price relationship between immediate delivery, soon to expire contracts and later to expire contracts, the value of a“Roll ~~contract~~Days” ~~will~~many ~~rise~~Calculation asDays ~~it approaches~~after ~~expiration.~~Roll ~~Over time~~Start, ~~if backwardation remained constant, the differences would continue to increase~~RollStartt. If the futures market is in contango, an Underlying Fund will buy later to expire contracts for a higher price than the sooner to expire contracts that it sells. Hypothetically, and assuming no other changes to either prevailing commodity prices or the price relationship between the immediate delivery, soon to expire contracts and later to expire contracts, the value of a contract will fall as it approaches expiration. Over time, if contango remained constant, the difference would continue to increase. Historically, the commodity futures markets have experienced periods of both contango and backwardation. Frequently, whether contango or backwardation exists is a function, among other factors, of the seasonality of the agricultural commodity markets. All other things being equal, a situation involving prolonged periods of contango may adversely impact the returns of an Underlying Fund (and therefore, the Fund); conversely a situation involving prolonged periods of backwardation may positively impact the returns of an Underlying Fund.

~~Margin~~In ~~Requirements~~relation ~~and~~to ~~Marking~~Calculation toDay ~~Market~~t, ~~Futures Positions~~the Contract Roll Weight of the Active Contract is calculated as follows:

~~“Initial margin”~~ RollDays is an amount of funds that must be deposited by a commodity interest trader with the trader’s broker to initiate an open position in Futures Contracts. A margin deposit is like a cash performance bond. It helps assure the trader’s performance of the Futures Contracts that he or she purchases or sells. Futures Contracts are customarily bought and sold on initial margin that represents a small percentage of the aggregate purchase or sales price of the contract. The amount of margin required in connection with a particular Futures Contract is set by the exchange on which the contract is traded. Brokerage firms, such as the Underlying Funds’ FCM, carrying accounts for traders in commodity interest contracts may require higher amounts of margin as a matter of policy to further protect themselves.5

~~Futures Contracts~~is ~~are marked to market at~~ the ~~end~~number of ~~each~~Calculation ~~trading~~Days ~~day~~between ~~and the~~Calculation ~~margin~~Day ~~required~~t (inclusive) ~~with~~and ~~respect~~RollEndt to such contracts is adjusted accordingly. This process of marking to market is designed to prevent losses from accumulating in any futures account. Therefore, if an Underlying Fund’s futures positions have declined in value, the Underlying Fund may be required to post “variation margin” to cover this decline. Alternatively, if the Underlying Fund’s futures positions have increased in value, this increase will be credited to the Underlying Fund’s account.(exclusive)

~~Over~~In relation to Calculation Day t _the Contract Roll Weight of the ~~counter~~Next ~~Derivatives~~Active Contract is calculated as follows:

~~Under normal~~Roll ~~market~~Anchor ~~conditions,~~would ~~the Fund expects that 100% of the Underlying Funds’ assets will~~ be ~~used~~set to ~~trade futures contracts and invest in cash equivalents; however,~~ the ~~Underlying Funds~~Active ~~may~~Contract’s ~~trade~~expiration ~~over the counter contracts and swaps~~date. ATherefore, ~~description of~~Roll ~~such~~Start ~~over~~would ~~the~~be ~~counter derivatives is included~~ the ~~statement~~fifteenth ~~of additional~~last ~~information~~day ~~that~~before ~~is part of this prospectus under the heading “Over the counter Derivatives~~expiration.”

Other Trading Policies of the Fund

Weekday	Mon	Tue	Wed	Thu	Fri	Mon	Tue	Wed	Thu	Fri
Named Day			Roll Start					Roll End		Roll Anchor
Weight of the Active Contract	100%	100%	100%	80%	60%	40%	20%	0%	0%	0%
Weight of the Next Active Contract	0%	0%	0%	20%	40%	60%	80%	100%	100%	100%

~~Exchange~~Each ~~for~~Sub-index ~~Related~~is ~~Position~~calculated on any given Trading Day t and published in USD in accordance with the following formula:

An “exchange for related position” (“EFRP”) can be used by the Fund or an Underlying Fund as a technique to facilitate the exchanging of a futures hedge position against a creation or redemption order, and thus the Fund or an Underlying Fund may use an EFRP transaction in connection with the creation and redemption of shares. The market specialist/market maker that is the ~~ultimate~~Sub-index ~~purchaser~~level ~~or seller of shares in connection with the creation or redemption basket, respectively, agrees to sell or purchase a corresponding offsetting shares or futures position which is then settled~~ on the ~~same~~Trading ~~business~~Day ~~day~~immediately aspreceding aTrading ~~cleared~~Day ~~futures transaction~~t bywith ~~the~~IStart ~~FCMs.~~Date= The Fund or the Underlying Fund will become subject to the credit risk of the market specialist/market maker until the EFRP is settled within the business day, which is typically 7 hours or less. The Fund and the Underlying Funds reports all activity related to EFRP transactions under the procedures and guidelines of the CFTC and the exchanges on which the futures are traded.100

EFRPs are subject to specific rules of the CME and CFTC guidance. It is likely that EFRP mechanisms will significantly change in the future which may make it uneconomical or impossible from a regulatory perspective for the Fund to utilize these mechanisms.-74-

~~Options~~ is the Contract Roll Weight of the Active Contract, c, on ~~Futures~~Trading ~~Contracts~~Day t

~~An option~~ is onthe ~~a Futures~~ Contract ~~gives~~Roll ~~the~~Weight ~~buyer~~ of the ~~option~~Next ~~the right,~~Active ~~but not the obligation, to buy or sell a Futures~~ Contract ~~at a specified price on or before a specified date. The option buyer deposits the purchase price or “premium” for the option with his broker~~, ~~and the money goes to the option seller. Regardless of how much the market swings~~nc, the most an option buyer can lose is the option premium and the commissions and fees associated with the transaction. However, the buyer will typically lose the premium if the exercise price of the option is above (in the case of an option to buy or “call” option) or below (in the case of an option to sell or “put” option) the market value at the time of exercise. Option sellers, on ~~the~~Trading ~~other hand,~~Day face risks similar to participants in the futures markets. For example, since the seller of a call option is assigned a short futures position if the option is exercised, his risk is the same as someone who initially sold a futures contract. Because no one can predict exactly how the market will move, the option seller posts margin to demonstrate his ability to meet any potential contractual obligations.t

31 is the Settlement Level of the Active Contract, c, on Trading Day t

~~In addition~~ is ~~to Futures Contracts, there are also a number of options on Futures Contracts relating to~~ the ~~Specified~~Settlement ~~Commodities~~Level ~~listed on the CBOT and ICE Futures. These contracts offer investors and hedgers another set~~ of ~~financial vehicles to use in managing exposure to~~ the ~~commodities~~Next ~~market.~~Active An Underlying Fund may purchase and sell (write) options on Futures Contracts in pursuing its investment objective, except that it will not sell call options when it does not own the underlying Futures Contract~~. An Underlying Fund would make use of options on Futures Contracts if~~, ~~in the opinion of the Sponsor~~nc, ~~such~~on anTrading ~~approach~~Day would cause the Underlying Fund to track its Benchmark more closely or if it would lead to an overall lower cost of trading to achieve a given level of economic exposure to movements in the prices of the Underlying Fund’s Specified Commodity.t

~~Liquidity~~The methodology of each Sub-index is subject to regular review, at least annually. In case a need of a change of the methodology has been identified within such review (e.g., if the underlying market or economic reality has changed since the launch of the respective Sub-index, i.e., if the present methodology is based on obsolete assumptions and factors and no longer reflects the reality as accurately, reliably and appropriately as before), such change will be made in accordance with the Solactive Methodology Policy, which is available on Solactive’s website, and published on Solactive’s website.

~~The Underlying~~Bitcoin Funds invest only in Futures Contracts that, in the opinion of the Sponsor, are traded in sufficient volume to permit the ready taking and liquidation of positions in these financial interests and in over the counter commodity interests that, in the opinion of the Sponsor, may be readily liquidated with the original counterparty or through a third party assuming the Underlying Fund’s position.Valuation

~~Spot~~The ~~Commodities~~value of bitcoin is determined by the value that various market participants place on Bitcoin through their transactions. The most common means of determining the value of a bitcoin is by surveying one or more digital asset trading platforms where bitcoin is traded publicly and transparently. On such digital asset trading platforms, bitcoin is traded with publicly disclosed valuations for each executed trade, measured by one or more fiat currencies such as the U.S. dollar. OTC dealers or market makers do not typically disclose their data. There are numerous digital asset trading platforms operating worldwide, representing a substantial percentage of bitcoin buying and selling activity, and providing the most data with respect to prevailing valuation of bitcoin.

~~While most~~The ~~Futures~~Fund ~~Contracts~~utilizes ~~can~~the besame ~~physically~~methodology ~~settled,~~as that of the ~~Fund~~Index ~~and~~for determining the ~~Underlying~~ ~~Funds~~value doof ~~not~~bitcoin ~~intend~~for topurposes ~~take~~of orcalculating ~~make~~the ~~physical~~NAV ~~delivery. However,~~of the ~~Underlying~~Fund. ~~Funds~~The ~~may~~Index ~~from~~requires ~~time~~each todigital ~~time~~asset ~~trade~~trading inplatform ~~other commodity~~used ~~interests~~to ~~based~~calculate on the ~~spot~~ price of abitcoin ~~Specified Commodity.~~to meet each of the following criteria:

~~Leverage~~● has had operating history as a crypto asset exchange for a minimum of two years;

~~The~~● ~~Sponsor endeavors~~implemented ~~to have the value of each Underlying Fund’s cash and cash equivalents~~trading, ~~whether held by the Underlying Fund or posted as margin or collateral~~deposits, atand ~~all~~withdrawal ~~times~~fees ~~approximate~~for the aggregate market value of its obligations under its Benchmark Component Futures Contracts. Commodity pools’ trading positions in futures contracts are typically required to be secured by the deposit of margin funds that represent only a ~~small~~minimum ~~percentage~~ of ~~a futures~~one ~~contract’s~~month ~~(or~~without ~~other commodity interest’s) entire market value.~~interruption;

~~Borrowings~~● met a minimum monthly volume threshold of $30 million with respect to total trading volume;

~~The Fund~~● ~~and~~provided ~~the Underlying Funds do not intend to nor foresee the need to borrow money or establish credit lines. Each Underlying Fund maintains cash and cash equivalents~~reliable, ~~either held by the Underlying Fund or posted as margin or collateral~~continuous, ~~with~~and avalid ~~value that at all times approximates the aggregate~~ market ~~value~~data offor ~~its~~a ~~obligations under~~minimum ~~Benchmark Component Futures Contracts. The Fund meets its liquidity needs in the normal course~~ of ~~business~~one ~~from the proceeds of the sale of its investments in the Underlying Funds or from any cash and/or cash equivalents that it holds.intends to hold at all times.~~month;

~~Benchmark~~● ~~Performance~~offered the possibility to withdraw and deposit for a minimum of one month, settling in 2-7 business days;

~~The chart~~● ~~below~~chosen ~~shows~~a ~~the~~jurisdiction ~~percent change in the NAV per share for the Fund, the market price~~ of ~~the~~incorporation ~~Fund~~that ~~shares,~~offers ~~represented~~sufficient byinvestor ~~the closing price of the Fund on the NYSE Arca~~protection, ~~and~~such ~~the~~as ~~Benchmark~~Financial ~~for five~~Action ~~specific~~Task ~~periods.~~Force ~~The Benchmark does not reflect any impact of expenses~~(FATF), ~~which~~FAFT-style ~~would~~regional ~~generally~~bodies ~~reduce the Fund’s NAV~~(FSRBs), or ~~interest~~ ~~income,~~Moneyval ~~which~~member ~~would generally increase the NAV. The actual results for the NAV include the impacts of both expenses and interest income.~~states;

~~Teucrium Agricultural~~● ~~Fund~~complied ~~Performance~~with ~~as of~~relevant ~~12/31/2021~~AML and know-your-customer (“KYC”) regulations;

	Three Month	Year to Date	3 Year Annualized	5 Year Annualized	Inception Annualized
NAV	2.78%	27.85%	9.93%	0.51%	-6.11%
Price	2.34%	27.05%	9.48%	0.96%	-6.14%
Benchmark (TTAGS)	2.90%	29.10%	10.70%	1.12%	-5.55%

●

cooperated with requests from Kaiko and relevant regulatory bodies;

32● has not been domiciled in a jurisdiction subject to EU restrictive measures (sanctions);

~~The~~● ~~Service~~provided ~~Providers~~information ofconcerning ~~the~~ownership ~~Fund~~ and ~~Underlying~~corporate ~~Funds~~structure; and

~~Contractual~~● ~~Arrangements~~has ~~with~~not ~~the~~been ~~Sponsor~~declared ~~and~~unlawful ~~Third-Party~~by ~~Service Providers~~any governmental authority or agency with jurisdiction over the exchange.

-75-

Digital asset trading platforms meeting these criteria are used to calculate the price of the bitcoin portion of the Index (the “Index Pricing Sources”). The selection of Index Pricing Sources may evolve from time to time, and Kaiko may make changes to the eligibility requirements. Kaiko reviews the eligibility of digital asset trading platforms for inclusion in the Index two times per year, and such platforms must meet Kaiko’s criteria at the time of such review. As of the date of this prospectus, the following platforms are used to calculate the Index price of bitcoin:

●

Bitstamp. Bitstamp, founded in 2011, is a cryptocurrency trading platform headquartered in Luxembourg City, Luxembourg. It allows trading between fiat currencies and cryptocurrencies such as Bitcoin, Ethereum, and others. In April 2016, Bitstamp received a license from the Luxembourg government to operate as a fully regulated payment institution across all 28 EU member states.

●

Crypto.com. Crypto.com, founded in 2016, is a cryptocurrency trading platform headquartered in Singapore. It provides a platform for trading, investing, and using cryptocurrencies. In North America, Crypto.com is registered as a Money Services Business with FINTRAC in Canada and FinCEN in the United States. It also holds Money Transmitter Licenses across various U.S. states. In Europe, the company received approval from the UK's Financial Conduct Authority in August 2022 and operates under the Electronic Money Institution license in several European Economic Area countries.

●

Gemini. Gemini, established in 2014, is a cryptocurrency trading platform based in New York City, USA. It offers a platform for buying, selling, and storing digital assets. Gemini is regulated by the New York State Department of Financial Services and was the first U.S.-based licensed Ethereum trading platform. In May 2023, Gemini announced that Dublin, Ireland, would be the location for its European headquarters.

●

itBit. itBit, founded in 2013, is a cryptocurrency trading platform headquartered in New York City, USA. It offers trading services for various digital assets. itBit is regulated by the New York State Department of Financial Services and operates under a trust charter, allowing it to offer services across the United States.

Filing Compare · Teucrium Commodity Trust