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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 Aggregate |
market value of the registrant’s shares outstanding held by non-affiliates of the registrant based upon the closing price |
of a share on June 30, 2022 as reported by the NYSE Arca, Inc. on that date: $ 2,582,170,000 . As |
of February 23, 2023, abrdn Gold ETF Trust had 138,100,000 abrdn Physical Gold Shares ETF outstanding. DOCUMENTS |
INCORPORATED BY REFERENCE: None FORWARD |
LOOKING STATEMENTS This |
Annual Report on Form 10-K contains various “forward-looking statements” within the meaning of Section 27A of the |
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the Private |
Securities Litigation Reform Act of 1995, as amended. Forward-looking statements usually include the words, “anticipates,” |
“believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” |
“understands” and other words suggesting uncertainty. We remind readers that forward-looking statements are merely |
predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could |
cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different |
from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking statements. |
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. |
The Trust undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or |
circumstances after the date hereof or to reflect the occurrence of unanticipated events. Additional |
significant uncertainties and other factors affecting forward-looking statements are presented in the Risk Factors section herein. TABLE |
OF CONTENTS PART I 2 Item 1. Business 2 Trust Objective 2 Overview of the Gold Industry 3 Operation of the Gold Bullion Market 5 Secondary Market Trading 9 Valuation of Gold and Computation of Net Asset Value 9 Trust Expenses 10 Creation and Redemption of Shares 11 Creation and Redemption Transaction Fee 16 The Sponsor 16 The Trustee 17 The Custodian 18 Inspection of Gold 18 Description of the Shares 19 Custody of the Trust’s Gold 20 United States Federal Income Tax Consequences 20 ERISA and Related Considerations 24 Item 1A. Risk Factors 24 Item 1B. Unresolved Staff Comments 34 Item 2. Properties 34 Item 3. Legal Proceedings 35 Item 4. Mine Safety Disclosure 35 PART II 35 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 41 Item 8. Financial Statements and Supplementary Data 41 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42 Item 9A. Controls and Procedures 42 Item 9B. Other Information 45 PART III 46 Item 10. Directors, Executive Officers and Corporate Governance 46 Item 11. Executive Compensation 46 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 46 Item 13. Certain Relationships and Related Transactions, and Director Independence 47 Item 14. Principal Accounting Fees and Services 48 PART IV 49 Item 15. Exhibits, Financial Statement Schedule 49 Item 16. Form 10K Summary 50 1 PART |
I Item |
1. Business The |
purpose of the abrdn Gold ETF Trust (known as Aberdeen Standard Gold ETF Trust prior to March 31, 2022) (the “Trust”) |
is to own gold transferred to the Trust in exchange for shares issued by the Trust (“Shares”). Each Share represents |
a fractional undivided beneficial interest in and ownership of the Trust. The assets of the Trust consist solely of gold |
bullion. The Trust was formed on September 1, 2009 when an initial deposit of gold was made in exchange for the issuance |
of two Baskets (a “Basket” consists of 100,000 Shares). The |
sponsor of the Trust is abrdn ETFs Sponsor LLC (known as Aberdeen Standard ETFs Sponsor LLC prior to March 1, 2022) (the “Sponsor”). |
The trustee of the Trust is The Bank of New York Mellon (the “Trustee”) and the custodian is JPMorgan Chase Bank N.A., |
London Branch (the “Custodian”). The |
Trust’s Shares at redeemable value increased from $2,391,232,291 at December 31, 2021 to $2,427,492,279 at December 31, |
2022, the Trust’s fiscal year end. Outstanding Shares in the Trust increased from 138,000,000 Shares at December 31, 2021 |
to 140,600,000 Shares at December 31, 2022. The |
Trust is not managed like a corporation or an active investment vehicle. The Trust has no directors, officers or employees. It |
does not engage in any activities designed to obtain a profit from or to improve the losses caused by changes in the price of gold. |
The gold held by the Trust will only be delivered to pay the remuneration due to the Sponsor (the “Sponsor’s |
Fee”), distributed to Authorized Participants (defined below) in connection with the redemption of Baskets or sold (1) on |
an as-needed basis to pay Trust expenses not assumed by the Sponsor, (2) in the event the Trust terminates and liquidates its |
assets, or (3) as otherwise required by law or regulation. The |
Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under |
such act. The Trust does not and will not hold or trade in commodities futures contracts, “commodity interests” or |
any other instruments regulated by the Commodity Exchange Act (the “CEA”), as administered by the Commodity Futures |
Trading Commission (the “CFTC”) and the National Futures Association (“NFA”). The Trust is not a commodity |
pool for purposes of the CEA and the Shares are not “commodity interests,” and neither the Sponsor nor the Trustee |
is subject to regulation as a commodity pool operator or a commodity trading advisor in connection with the Shares. The Trust |
has no fixed termination date. The |
Sponsor of the registrant maintains an Internet website at www.abrdn.com/us/etf through which the registrant’s annual reports |
on Form 10-K, quarterly reports on Form 10-Q, and amendments to those reports filed or furnished pursuant to Section 13(a) or |
15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are made available free of charge as soon as reasonably |
practicable after they have been filed or furnished to the Securities and Exchange Commission (the “SEC”). Additional |
information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov. Trust |
Objective The |
investment objective of the Trust is for the Shares to reflect the performance of the price of physical gold bullion, less |
the Trust's expenses. The Shares are intended to constitute a simple and cost-effective means of making an investment similar |
to an investment in physical gold. An investment in physical gold requires expensive and sometimes complicated arrangements |
in connection with the assay, transportation, warehousing and insurance of the metal. Traditionally, such expense and complications |
have resulted in investments in physical gold being efficient only in amounts beyond the reach of many investors. 2 The |
Shares are intended to provide institutional and retail investors with a simple and cost-efficient means, with minimal credit |
risk, of gaining investment benefits similar to those of holding gold bullion. The Shares offer an investment tha • Easily |
Accessible and Relatively Cost Effective . Investors can access the gold bullion market through a traditional brokerage |
account. The Sponsor believes that investors will be able to more effectively implement strategic and tactical asset allocation |
strategies that use gold bullion by using the Shares instead of using the traditional means of purchasing, trading and holding gold |
bullion and for many investors, transaction costs related to the Shares will be lower than those associated with the purchase, |
storage and insurance of physical gold bullion. • Exchange |
Traded and Transparent. The Shares trade on the NYSE Arca, providing investors with an efficient means to implement various |
investment strategies. The Shares are eligible for margin accounts and are backed by the assets of the Trust and the Trust does |
not hold or employ any derivative securities. Furthermore, the value of the Trust’s holdings are reported on the Trust’s |
website daily. • Minimal Credit Risk . The Shares represent an interest in physical gold owned by the Trust (other than an amount held |
in unallocated form which is not sufficient to make up a whole bar of which is held temporarily to effect a creation or redemption |
of Shares). Physical gold of the Trust in the Custodian’s possession is not subject to borrowing arrangements with |
third parties. Other than the gold temporarily being held in an unallocated gold account with the Custodian, the physical gold |
of the Trust is not subject to counterparty or credit risks. See “Risk Factors—Gold held in the Trust’s unallocated gold |
account and any Authorized Participant’s unallocated gold account is not segregated from the Custodian’s assets...” This contrasts with most other financial products that gain exposure to gold through the use of derivatives that are |
subject to counterparty and credit risks. Investing |
in the Shares does not insulate the investor from certain risks, including price volatility. See “Risk Factors.” Overview |
of the Gold Industry In |
this annual report, the term “ounces” refers to fine troy ounces. Market |
Participants The |
participants in the world gold market may be classified in the following secto the mining and producer sector, the banking |
sector, the official sector, the investment sector, and the manufacturing sector. A brief description of each follows. Mining |
and Producer Sector This |
group includes mining companies that specialize in gold and silver production, mining companies that produce gold as a by-product |
of other production (such as a copper or silver producer), scrap merchants and recyclers. Banking |
Sector Gold |
bullion banks provide a variety of services to the gold market and its participants, thereby facilitating interactions between |
other parties. Services provided by the gold bullion banking community include traditional banking products as well as mine financing, |
physical gold purchases and sales, hedging and risk management, inventory management for industrial users and consumers, and gold |
deposit and loan instruments. 3 The |
Official Sector The official sector encompasses the activities of the various central banking operations of gold-holding countries. From 2009 to 2019, the European Central Bank and other central banks of Europe operated under a series of four Central Bank Gold Agreements ("CBGA"). The CBGA limited the amount of gold that these banks were allowed to sell for the duration of each agreement, helping to stabilize the gold market. The CBGA had the desired effect, and the gold market has become more balanced, eliminating the need for a formal agreement going forward. According to statistics provided by the World Gold Council, as of Q4 2022, central banks are estimated to hold approximately 35,715 tonnes ("tonne" refers to one metric tonne, which is equivalent to 1,000 kilograms or 32,151 troy ounces) of gold reserves, or approximately 17% of existing above-ground stocks. The |
Investment Sector This |
sector includes the investment and trading activities of both professional and private investors and speculators. These participants |
range from large hedge and mutual funds to day-traders on futures exchanges, and retail-level coin collectors. The |
Manufacturing Sector The |
fabrication and manufacturing sector represents all the commercial and industrial users of gold for whom gold is a daily part |
of their business. The jewelry industry is a large user of gold. Other industrial users of gold include the electronics and dental |
industries. World |
Subsets and Splits