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Amplify Commodity Trust

For the period ended Jun 30, 2024. Filed Sep 27, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Sep 27, 2024

BDRY$13.24+1.7%Stored close · as of Nov 6, 2026
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**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒** Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

for the fiscal year ended June 30,2024.

Or

☐** Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

for the transition period from to .

Commission file number:001-36851

**Amplify Commodity Trust

(Exact name of registrant as specified in its charter)

Delaware36-4793446
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

**3333 Warrenville Road

Suite 350, Lisle, IL 60532

(Address of principal executive offices) (Zip code)

**(855) 267-3837

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name Of Each Exchange On Which Registered
Shares of Breakwave Dry Bulk Shipping ETFBDRYNYSE Arca, Inc.
Shares of Breakwave Tanker Shipping ETFBWETNYSE Arca, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐ Yes☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐ Yes☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 to not use the extended transition period for complying with any new or revised financial reporting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yes☒ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Not Applicable.

The registrant had 2,400,040 outstanding shares as of September 1, 2024 . (BDRY)

The registrant had 200,100 outstanding shares as of September 1, 2024 . (BWET)

Auditor Name:Auditor Location:Auditor Firm ID:
WithumSmith+Brown, PCNew York, NY100

AMPLIFY COMMODITY TRUST

Table of Contents

Part I1
Item 1.Business1
Item 1A.Risk Factors22
Item 1B.Unresolved Staff Comments.22
Item 1C.Cybersecurity22
Item 2.Properties.22
Item 3.Legal Proceedings22
Item 4.Mine Safety Disclosures.22
Part II23
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.23
Item 6.Reserved.24
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.24
Item 7A.Quantitative and Qualitative Disclosures About Market Risk.45
Item 8.Financial Statements and Supplemental Data.46
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.75
Item 9A.Controls and Procedures.75
Item 9B.Other Information.75
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.75
Part III76
Item 10.Directors, Executive Officers and Corporate Governance.76
Item 11.Executive Compensation.77
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.78
Item 13.Certain Relationships and Related Transactions, and Director Independence.79
Item 14.Principal Accountant Fees and Services.79
Part IV80
Item 15.Exhibits and Financial Statement Schedules.80
Exhibit Index80
Signatures82

-i-

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