Form 8-K - Current report

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

Exhibit No.		Description
99.1		Copy of Press Release dated December 28, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	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

Exhibit 99.1

ETF Managers Announces Appointment of New Sponsor of ETF Managers Group Commodity Trust I

On December 28, 2023, ETF Managers Capital LLC, as the sponsor (the “Sponsor”) of ETF Managers Group Commodity Trust I (the “Trust”), entered into an agreement to resign as Sponsor to the Trust and transfer its role as the Sponsor to Amplify Investments LLC (“Amplify”), effective on a date 30 to 60 days from the date of this Notice (the “Effective Date”). As of the Effective Date, Amplify will serve as the new sponsor of the Trust. There is no guarantee that the sponsor replacement will be completed within the expected time frame, or at all.

The Trust consists of two series, Breakwave Dry Bulk Shipping ETF (BDRY) and the Breakwave Tanker Shipping ETF (BWET). Amplify has almost a decade of experience managing exchange-traded funds.

About Amplify ETFs

Amplify ETFs, sponsored by Amplify Investments, has over $4.2 billion in assets across its suite of ETFs (as of 5/31/2023). Amplify believes the ETF structure empowers investors through efficiency, transparency, and flexibility. Amplify ETFs deliver expanded investment opportunities for investors seeking growth, income, and risk-managed strategies. To learn more about Amplify ETFs, please visit amplifyetfs.com.

About ETFMG

Exchange Traded Managers Group LLC, and its affiliates, including the Sponsor, is a provider of ETFs, founded in 2012 with a vision of developing innovative thematic ETFs that provide investors unique exposure to new markets. To learn more about ETFMG and our portfolio of exchange-traded funds, please visit www.etfmg.com.

Cover	Dec. 28, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2023
Entity File Number	001-36851
Entity Registrant Name	ETF Managers Group Commodity Trust I
Entity Central Index Key	0001610940
Entity Tax Identification Number	36-4793446
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	30 Maple Street - Suite 2
Entity Address, City or Town	Summit
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07901
City Area Code	844
Local Phone Number	383-6477
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Shares of Breakwave Dry Bulk Shipping ETF
Title of 12(b) Security	Shares of Breakwave Dry Bulk Shipping ETF
Trading Symbol	BDRY
Security Exchange Name	NYSEArca
Shares of Breakwave Tanker Shipping ETF
Title of 12(b) Security	Shares of Breakwave Tanker Shipping ETF
Trading Symbol	BWET
Security Exchange Name	NYSEArca