UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 28, 2023
ETF Managers Group Commodity Trust I
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-36851 | | 36-4793446 |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
30 Maple Street - Suite 2 Summit, New Jersey | | 07901 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(844) 383-6477
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Shares of Breakwave Dry Bulk Shipping ETF | | BDRY | | NYSE Arca, Inc. |
| Shares of Breakwave Tanker Shipping ETF | | BWET | | NYSE Arca, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously disclosed, ETF Managers Capital LLC (“ETFMC”) will withdraw as Sponsor of the Trust, and each of its series, the Breakwave Dry Bulk Shipping ETF and Breakwave Tanker Shipping ETF (together, the “Funds”), and has appointed Amplify Investments LLC (“Amplify”) to serve as sponsor of the Trust (“Sponsor Replacement”). It is expected that the Sponsor Replacement will take effect during the first quarter of 2024. After the Sponsor Replacement, Amplify will serve as sole sponsor of the Trust and intends to carry on the business of the Trust and the Funds.
Other than the changes outlined above, it is not expected that the Sponsor Replacement will affect the Trust, its shareholders or an investment in the Funds’ shares in any way.
There is no guarantee that the Sponsor Replacement will be completed within the expected time frame, or at all.
A copy of the press release issued by ETFMC is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ETF Managers Group Commodity Trust I |
| | |
| | /s/ John A. Flanagan |
| Date: December 28, 2023 | John A. Flanagan ETF Managers Capital LLC, Sponsor of
ETF Managers Commodity Trust I |
| | Chief Financial Officer |
2
