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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
July 15, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of July 15, 2023, Samuel R. Masucci, III resigned as the
Chief Executive Officer of ETF Managers Capital LLC (the “Sponsor”), Sponsor of the Breakwave Dry Bulk Shipping ETF and the
Breakwave Tanker Shipping ETF (collectively, the “Funds”), each a series of the ETF Managers Group Commodity Trust I (the
“Registrant”). Mr. Masucci will remain a principal of the Sponsor due to his ownership stake in the Sponsor, but he is no
longer a principal due to his position.
Effective July 17, 2023, Matthew J. Bromberg has been appointed Interim
Chief Executive Officer of the Sponsor. As Chief Executive Officer, Mr. Bromberg has general and active management and control of the
business and affairs of the Sponsor, is responsible for directing, administering and coordinating the business operations of the Sponsor,
has general supervision over its officers and agents and performs such additional executive, supervisory and management functions and
duties as required from time to time.
As of the date of this Current Report on Form 8-K, no new compensatory
arrangements have been entered into with respect to Mr. Bromberg’s appointment as Interim Chief Executive Officer. None of the officers
of the Sponsor receive compensation from the Funds.
There are no transactions in which Mr. Bromberg has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
Biographical information for Mr. Bromberg is as follows:
Matthew J. Bromberg. Mr. Bromberg has been
General Counsel of Exchange Traded Managers Group LLC (“ETFMG”), the parent of the Sponsor, since April 1, 2020, Chief
Operating Officer of ETFMG since September 1, 2022, Chief Compliance Officer of the Sponsor since October 26, 2022, and Interim
Chief Executive Officer of the Sponsor since July 17, 2023. He was listed as a principal, as that term is defined in CFTC Rule 3.1,
of the Sponsor on October 21, 2020. In these roles, Mr. Bromberg has general and active management and control of the business and
affairs of the Sponsor, and he has responsibilities for all legal affairs of ETFMG’s and the Sponsor’s business, as well
as implementation of the Sponsor’s compliance program. Mr. Bromberg has been General Counsel of ETF Managers Group LLC, an
investment adviser affiliate of ETFMG and the Sponsor, since April 1, 2020, and Chief Compliance Officer of ETF Managers Group LLC
since October 26, 2022. He was listed as a principal of ETF Managers Group LLC from March 10, 2022 to December 14, 2022. He was a
Partner at the law firm Dorsey & Whitney LLP from September 2019 through March 2020, where he counseled clients on investment
management and financial services matters. He was also General Counsel of Millington Securities, Inc. and WBI Investments, Inc.,
registered investment advisers, from February 2016 to September 2019 and a Partner at the law firm Reed Smith LLP from August 2015
through January 2016.
Item 8.01. Other Events.
Sponsor Replacement
ETF Managers Capital LLC (“ETFMC”)
intends to withdraw as sponsor of ETF Managers Group Commodity Trust I (the “Trust”), and each of its series, the Breakwave
Dry Bulk Shipping ETF and Breakwave Tanker Shipping ETF (together, the “Funds”). ETFMC will appoint Amplify Investments LLC,
or an affiliate (“Amplify”), to serve as sponsor of the Trust, commencing upon the resignation of ETFMC (the “Sponsor
Replacement”). Amplify will thereafter 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.
It is expected that the Sponsor Replacement will
occur during the fourth quarter of 2023. There is no guarantee that the Sponsor Replacement will be completed within the expected time
frame, or at all.
Legal Proceedings
Mr. Masucci, a principal of the Sponsor, received
a Wells Notice from the staff of the U.S. Securities and Exchange Commission (“SEC”). The notice indicated the staff’s
preliminary determination to recommend that the SEC commence a civil action against Mr. Masucci and ETF Managers Group LLC (the “Adviser”
and, together with Mr. Masucci, the “Recipients”), an investment adviser affiliate of the Sponsor and ETFMG, stemming from
findings made during its non-public investigation. The Recipients cooperated with the investigation and during the Wells process each
Recipient demonstrated to the SEC staff why it believes its conduct was appropriate, in keeping with industry standards, and that no action
should be taken.
The Recipients have been engaged in settlement
discussions with the SEC staff to conclude the investigations. The Recipients, on a neither admit nor deny basis, have consented to the
entry of findings under Sections 206(1) and 206(2) of the Investment Adviser’s Act, Section 17(d) of the Investment Company Act
of 1940 (the “1940 Act”), and Rule 17d-1 thereunder. The settlement will have a financial component for each Recipient along
with certain undertakings, including Mr. Masucci’s resignation as Chief Executive Officer of the Sponsor. The expected findings
principally pertain to alleged non-disclosure of conflicts of interest arising in connection with the participation by a 1940 Act registered
investment company managed by the Adviser in the securities lending program administered by its prior custodian.
The Recipients expect to submit Offers of Settlement
incorporating these charges and applicable penalties for consideration by the SEC.
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 |
|
|
|
|
By: |
/s/ Matthew Bromberg |
|
Name: |
Mathew Bromberg |
|
Title: |
ETF Managers Capital LLC, sponsor of |
|
|
ETF Managers Commodity Trust I |
|
|
Interim Chief Executive Officer |
Dated: July 18, 2023
3
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