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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023

 

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: 001-34441 

 

---

 

abrdn Gold ETF Trust

(Exact name of registrant as specified in its charter)

 

New York		26-4587209
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

c/o abrdn ETFs Sponsor LLC
1900 Market Street, Suite 200 Philadelphia, PA (Address of principal executive offices)		19103 (Zip Code)

 

(844) 383-7289

(Registrant’s telephone number, including area code)

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
abrdn Physical Gold Shares ETF		SGOL		NYSE Arca

 

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 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. ☐

 

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

 

As of August 7, 2023, abrdn Gold ETF Trust had 145,000,000 abrdn Physical Gold Shares ETF outstanding.

 

 

 

abrdn Gold ETF Trust

 

FORM 10-Q

 

FOR THE QUARTER ENDED JUNE 30, 2023

 

INDEX

 

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
SIGNATURES		18

 

abrdn Gold ETF Trust

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Statements of Assets and Liabilities

At June 30, 2023 (Unaudited) and December 31, 2022

 

		June 30, 2023				December 31, 2022
(Amounts in 000's of US$, except for Share and per Share data)
ASSETS
Investment in gold (cost: June 30, 2023: $2,305,709; December 31, 2022: $2,116,745)		$	2,718,240			$	2,427,492
Gold receivable			—				15,637
Total assets			2,718,240				2,443,129
LIABILITIES
Fees payable to Sponsor			382				346
Total liabilities			382				346
NET ASSETS(1)		$	2,717,858			$	2,442,783

  

(1)	Authorized share capital is unlimited with no par value per Share. Shares issued and outstanding at June 30, 2023 were 148,500,000 and at December 31, 2022 were 140,600,000. Net asset values per Share at June 30, 2023 and December 31, 2022 were $18.30 and $17.37, respectively.

 

See Notes to the Financial Statements

 

abrdn Gold ETF Trust

 

Schedules of Investments

At June 30, 2023 (Unaudited) and December 31, 2022

 

 

		June 30, 2023
Description		oz				Cost				Fair Value				% of Net Assets
Investment in gold (in 000's of US$, except for oz and percentage data)
Gold			1,421,487.7			$	2,305,709			$	2,718,240				100.01	%
Total investment in gold			1,421,487.7			$	2,305,709			$	2,718,240				100.01	%
Less liabilities											(382	)			(0.01	)%
Net Assets										$	2,717,858				100.00	%

 

		December 31, 2022
Description		oz				Cost				Fair Value				% of Net Assets
Investment in gold (in 000's of US$, except for oz and percentage data)
Gold			1,338,383.1			$	2,116,745			$	2,427,492				99.37	%
Total investment in gold			1,338,383.1			$	2,116,745			$	2,427,492				99.37	%
Other assets less liabilities											15,291				0.63	%
Net Assets										$	2,442,783				100.00	%

 

See Notes to the Financial Statements

 

 

abrdn Gold ETF Trust

 

Statements of Operations (Unaudited)

For the three and six months ended June 30, 2023 and 2022

 

		Three Months Ended June 30, 2023				Three Months Ended June 30, 2022				Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
(Amounts in 000's of US$, except for Share and per Share data)
EXPENSES
Sponsor's Fee		$	1,160			$	1,146			$	2,224			$	2,219
Total expenses			1,160				1,146				2,224				2,219
Net investment loss			(1,160	)			(1,146	)			(2,224	)			(2,219	)
REALIZED AND UNREALIZED GAINS / (LOSSES)
Realized gain on gold transferred to pay expenses			209				210				357				369
Realized gain on gold distributed for the redemption of Shares			2,983				10,754				21,605				14,518
Change in unrealized (loss) / gain on investment in gold			(100,629	)			(193,623	)			101,783				(11,298	)
Total (loss)/gain on investment in gold			(97,437	)			(182,659	)			123,745				3,589
Change in net assets from operations		$	(98,597	)		$	(183,805	)		$	121,521			$	1,370
Net increase / (decrease) in net assets per Share		$	(0.67	)		$	(1.22	)		$	0.85			$	0.01
Weighted average number of Shares			147,010,989				150,567,033				142,861,326				146,562,431

  

See Notes to the Financial Statements 

 

 

abrdn Gold ETF Trust

  

Statements of Changes in Net Assets (Unaudited)

For the three and six months ended June 30, 2023 and 2022 

 

		Three Months Ended June 30, 2023								Three Months Ended June 30, 2022
(Amounts in 000's of US$, except for Share data)		Shares				Amount				Shares				Amount
Opening balance			140,700,000			$	2,667,063				149,300,000			$	2,781,131
Net investment loss							(1,160	)							(1,146	)
Realized gain on investment in gold							3,192								10,964
Change in unrealized (loss) on investment in gold							(100,629	)							(193,623	)
Creations			8,800,000				167,899				3,900,000				72,400
Redemptions			(1,000,000	)			(18,507	)			(4,200,000	)			(74,138	)
Closing balance			148,500,000			$	2,717,858				149,000,000			$	2,595,588

 

		Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
(Amounts in 000's of US$, except for Share data)		Shares				Amount				Shares				Amount
Opening balance			140,600,000			$	2,442,783				138,000,000			$	2,391,232
Net investment loss							(2,224	)							(2,219	)
Realized gain on investment in gold							21,962								14,887
Change in unrealized gain/(loss) on investment in gold							101,783								(11,298	)
Creations			15,300,000				287,986				16,200,000				295,784
Redemptions			(7,400,000	)			(134,432	)			(5,200,000	)			(92,798	)
Closing balance			148,500,000			$	2,717,858				149,000,000			$	2,595,588

 

See Notes to the Financial Statements

 

 

abrdn Gold ETF Trust

 

 

Financial Highlights (Unaudited)

For the three and six months ended June 30, 2023 and 2022

 

		Three Months Ended June 30, 2023				Three Months Ended June 30, 2022				Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
Per Share Performance (for a Share outstanding throughout the entire period)
Net asset value per Share at beginning of period		$	18.96			$	18.63			$	17.37			$	17.33
Income from investment operations:
Net investment loss			(0.01	)			(0.01	)			(0.02	)			(0.02	)
Total realized and unrealized gains or losses on investment in gold			(0.65	)			(1.20	)			0.95				0.11
Change in net assets from operations			(0.66	)			(1.21	)			0.93				0.09
Net asset value per Share at end of period		$	18.30			$	17.42			$	18.30			$	17.42
Weighted average number of Shares			147,010,989				150,567,033				142,861,326				146,562,431
Expense ratio(1)			0.17	%			0.17	%			0.17	%			0.17	%
Net investment loss ratio(1)			(0.17	)%			(0.17	)%			(0.17	)%			(0.17	)%
Total return, net asset value(2)			(3.48	)%			(6.49	)%			5.35	%			0.52	%

 

(1)	Annualized for periods less than one year.
(2)	Total return is not annualized.

 

See Notes to the Financial Statements 

 

abrdn Gold ETF Trust

 

Notes to the Financial Statements (Unaudited)

 

1.    Organization

 

The abrdn Gold ETF Trust (the “Trust”) is a common law trust formed on September 1, 2009 under New York law pursuant to a depositary trust agreement (the “Trust Agreement”) executed by abrdn ETFs Sponsor LLC (the “Sponsor”) and The Bank of New York Mellon as Trustee (the “Trustee”). The Trust holds gold  and issues abrdn Physical Gold Shares ETF (“Shares”) in minimum blocks of 100,000 Shares (also referred to as “Baskets”) in exchange for deposits of gold and distributes gold in connection with the redemption of Baskets. Shares represent units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust. The Sponsor is a Delaware limited liability company and a wholly-owned subsidiary of abrdn Inc. is a wholly-owned indirect subsidiary of abrdn plc. The Trust is governed by the Trust Agreement.

 

Effective February 28, 2023, Andrea Melia resigned as Treasurer and Chief Financial Officer of the Sponsor. Ms. Melia had served as Principal Financial Officer of the Registrant. Effective February 28, 2023, Brian Kordeck was appointed Treasurer and Chief Financial Officer of the Sponsor. Mr. Kordeck serves as Principal Financial Officer of the Registrant. 

 

The investment objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trust’s expenses and liabilities. The Trust is designed to provide an individual owner of beneficial interests in the Shares (a “Shareholder”) an opportunity to participate in the gold market through an investment in securities. The fiscal year end for the Trust is December 31.

 

The accompanying financial statements were prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q. In the opinion of the Trust’s management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position and results of operations as of June 30, 2023, and for the three and six month periods then ended have been made.

 

These financial statements should be read in conjunction with the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the operating results for the full year.

  

2.    Significant Accounting Policies

 

The preparation of financial statements in accordance with U.S. GAAP requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Trust. 

 

2.1.    Basis of Accounting 

 

The Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies, and has concluded that for reporting purposes, the Trust is classified as an Investment Company. 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.

 

2.2.    Valuation of Gold

 

The Trust follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 

 

 

abrdn Gold ETF Trust

 

Notes to the Financial Statements (Unaudited)

 

The Trust's gold is held by JPMorgan Chase Bank, N.A. (the “Custodian”), on behalf of the Trust, at its London, England and Zurich, Switzerland vaulting premises and may also be held at the Zurich, Switzerland vaulting premises of UBS AG, or any other firm selected by the Custodian, to hold the Trust's gold in the Trust's allocated account in the firm's vault premises on a segregated basis. Effective as of the close of business June 20, 2019, the Sponsor approved the addition of London, England as a location where the Custodian may custody allocated gold bullion deposited with and held by the Trust. At June 30, 2023, none of the Trust's gold was held by a sub-custodian.

 

The Trust's gold is recorded at fair value. The cost of gold is determined according to the average cost method and the fair value is based on the London Bullion Market Association ("LBMA") PM Gold Price. Realized gains and losses on transfers of gold, or gold distributed for the redemption of Shares, are calculated on a trade date basis as the difference between the fair value and average cost of gold transferred.  

 

The LBMA PM Gold Price is set using the afternoon session of the ICE Benchmark Administration (“IBA”) equilibrium auction, an electronic, tradable and auditable over-the-counter auction market with the ability to participate in US Dollars, Euros or British Pounds for LBMA-authorized participating gold bullion banks or market makers that establishes a reference gold price for that day’s trading.

 

Once the value of  gold has been determined, the net asset value (the “NAV”) is computed by the Trustee by deducting all accrued fees, expenses and other liabilities of the Trust, including the remuneration due to the Sponsor (the “Sponsor’s Fee”), from the fair value of the gold and all other assets held by the Trust.

 

The Trust recognizes changes in fair value of the investment in gold as changes in unrealized gains or losses on investment in gold through the Statement of Operations.

 

The per Share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee using the LBMA PM Gold Price to calculate the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per Share amount of gold held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities and any losses that may have occurred.

 

Fair Value Hierarchy

 

ASC 820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:

 

– Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.

 

– Level 2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments and similar data.

 

– Level 3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based on the best information available.

 

 

abrdn Gold ETF Trust

 

Notes to the Financial Statements (Unaudited)

 

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

 

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

 

The Trust’s investment in gold is classified as a level 1 asset, as its value is calculated using unadjusted quoted prices from primary market sources.

 

The categorization of the Trust’s assets is as shown below:

 

(Amounts in 000’s of US$)		June 30, 2023				December 31, 2022
Level 1
Investment in gold		$	2,718,240			$	2,427,492

 

There were no transfers between levels during the six months ended June 30, 2023 or the year ended December 31, 2022.

 

2.3.    Gold Receivable and Payable

 

Gold receivable or payable represents the quantity of gold covered by contractually binding orders for the creation or redemption of Shares respectively, where the gold has not yet been transferred to or from the Trust’s account. Generally, ownership of gold is transferred within two business days of the trade date. At June 30, 2023, the Trust had no gold receivable or payable for the creation or redemption of Shares. At December 31, 2022, the Trust had $15,636,667 of gold receivable for the creation of Shares and no gold payable for the redemption of Shares.

 

2.4.    Creations and Redemptions of Shares

 

The Trust expects to create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 100,000 Shares). The Trust issues Shares in Baskets to Authorized Participants on an ongoing basis. Individual investors cannot purchase or redeem Shares in direct transactions with the Trust. An Authorized Participant is a person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions; (2) is a participant in The Depository Trust Company; (3) has entered into an Authorized Participant Agreement with the Trustee and the Sponsor; and (4) has established an Authorized Participant Unallocated Account with the Trust’s Custodian or other gold bullion clearing bank. An Authorized Participant Agreement is an agreement entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions. An Authorized Participant Unallocated Account is an unallocated gold account, either loco London or loco Zurich, established with the Custodian or a gold bullion clearing bank by an Authorized Participant.

 

 

abrdn Gold ETF Trust

 

Notes to the Financial Statements (Unaudited)

 

The creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.

 

Authorized Participants may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. The typical settlement period for Shares is two business days. In the event of a trade date at period end, where a settlement is pending, a respective account receivable and/or payable will be recorded. When gold is exchanged in settlement of a redemption, it is considered a sale of gold for financial statement purposes.

 

The amount of gold represented by the Baskets created or redeemed can only be settled to the nearest 1/1000th of an ounce. As a result, the value attributed to the creation or redemption of Shares may differ from the value of gold to be delivered or distributed by the Trust. In order to ensure that the correct amount of gold is available at all times to back the Shares, the Sponsor accepts an adjustment to its Sponsor Fee in the event of any shortfall or excess on each transaction. For each transaction, this amount is not more than 1/1000th of an ounce of gold.

 

As the Shares of the Trust are subject to redemption at the option of Authorized Participants, the Trust has classified the outstanding Shares as Net Assets. Changes in the number of Shares outstanding are presented in the Statement of Changes in Net Assets.

 

2.5.    Income Taxes

 

The Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue Service on that basis.

 

The Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of June 30, 2023 or December 31, 2022.

 

2.6.    Investment in Gold

 

Changes in ounces of gold and their respective values for the three and six months ended June 30, 2023 and 2022 are set out below:

 

		Three Months Ended June 30, 2023				Three Months Ended June 30, 2022
(Amounts in 000’s of US$, except for ounces data)
Ounces of gold
Opening balance			1,347,398.2				1,432,189.0
Creations			84,250.1				37,403.1
Redemptions			(9,571.3	)			(40,274.1	)
Transfers of gold to pay expenses			(589.3	)			(616.0	)
Closing balance			1,421,487.7				1,428,702.0

 

 

 

abrdn Gold ETF Trust

 

Notes to the Financial Statements (Unaudited)

 

		Three Months Ended June 30, 2023				Three Months Ended June 30, 2022
Investment in gold
Opening balance		$	2,667,444			$	2,781,526
Creations			167,899				72,400
Redemptions			(18,507	)			(74,138	)
Realized gain on gold distributed for the redemption of Shares			2,983				10,754
Transfers of gold to pay expenses			(1,159	)			(1,178	)
Realized gain on gold transferred to pay expenses			209				210
Change in unrealized (loss) on investment in gold			(100,629	)			(193,623	)
Closing balance		$	2,718,240			$	2,595,951

 

		Six Months Ended June 30, 2023				Six Months Ended June 30, 2022
(Amounts in 000’s of US$, except for ounces data)
Ounces of gold
Opening balance			1,338,383.1				1,324,350.2
Creations			155,120.2				155,395.3
Redemptions			(70,870.5	)			(49,866.6	)
Transfers of gold to pay expenses			(1,145.1	)			(1,176.9	)
Closing balance			1,421,487.7				1,428,702.0
Investment in gold
Opening balance		$	2,427,492			$	2,391,578
Creations			303,624				295,784
Redemptions			(134,432	)			(92,798	)
Realized gain on gold distributed for the redemption of Shares			21,605				14,518
Transfers of gold to pay expenses			(2,189	)			(2,202	)
Realized gain on gold transferred to pay expenses			357				369
Change in unrealized gain / (loss) on investment in gold			101,783				(11,298	)
Closing balance		$	2,718,240			$	2,595,951

 

 

2.7.    Expenses / Realized Gains / Losses

 

The primary expense of the Trust is the Sponsor’s Fee, which is paid by the Trust through in-kind transfers of gold to the Sponsor.

 

The Trust will transfer gold to the Sponsor to pay the Sponsor’s Fee that accrues daily at an annualized rate equal to 0.17% of the adjusted daily net asset value ("ANAV") of the Trust, paid monthly in arrears. 

 

The Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses.

 

 

abrdn Gold ETF Trust

 

Notes to the Financial Statements (Unaudited)

  

For the three months ended June 30, 2023 and 2022, the Sponsor’s Fee was $1,159,813 and $1,146,100, respectively. For the six months ended June 30, 2023 and 2022, the Sponsor’s Fee was $2,224,238 and $2,219,182, respectively.  

 

At June 30, 2023 and at December 31, 2022, the fees payable to the Sponsor were $381,874 and $346,303, respectively.

 

With respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s gold as necessary to pay these expenses. When selling gold to pay expenses, the Trustee will endeavor to sell the smallest amounts of gold needed to pay these expenses in order to minimize the Trust’s holdings of assets other than gold. Other than the Sponsor’s Fee, the Trust had no expenses during the three and six months ended June 30, 2023 and 2022.

 

Unless otherwise directed by the Sponsor, when selling gold the Trustee will endeavor to sell at the price established by the LBMA PM Gold Price. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at the next LBMA PM Gold Price or such other publicly available price that the Sponsor deems fair, in each case as set following the sale order. A gain or loss is recognized based on the difference between the selling price and the average cost of the gold sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale.

 

Realized gains and losses result from the transfer of gold for Share redemptions and / or to pay expenses and are recognized on a trade date basis as the difference between the fair value and average cost of gold transferred.

 

2.8.    Subsequent Events

 

In accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events, the Trust’s management has evaluated the possibility of subsequent events impacting the Trust’s financial statements through the filing date. During this period, no material subsequent events requiring adjustment to or disclosure in the financial statements were identified. 

  

 

3.    Related Parties

 

The Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee and the Custodian and their affiliates may from time to time act as Authorized Participants and purchase or sell Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion. In addition, the Trustee and the Custodian and their affiliates may from time to time purchase or sell gold directly, for their own account, as agent for their customers and for accounts over which they exercise investment discretion. The Trustee’s and Custodian’s fees are paid by the Sponsor and are not separate expenses of the Trust. 

 

4.    Concentration of Risk

 

The Trust’s sole business activity is the investment in gold, and substantially all the Trust’s assets are holdings of gold, which creates a concentration of risk associated with fluctuations in the price of gold. Several factors could affect the price of gold, including: (i) global gold supply and demand, which is influenced by factors such as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major global gold-producing countries; (ii) investors’ expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) global or regional political, economic or financial events and situations. In addition, there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a material effect on the Trust’s financial position and results of operations. 

 

 

abrdn Gold ETF Trust

 

Notes to the Financial Statements (Unaudited)

 

5.    Indemnification

 

Under the Trust’s organizational documents, the Trustee (and its directors, employees and agents) and the Sponsor (and its members, managers, directors, officers, employees and affiliates) are indemnified by the Trust against any liability, cost or expense it incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part and without reckless disregard on its part of its obligations and duties under the Trust’s organizational documents. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. 

 

abrdn Gold ETF Trust

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This information should be read in conjunction with the financial statements and notes to the financial statements included in Item 1 of Part 1 of this Form 10-Q. The discussion and analysis that follows may contain 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. These forward-looking statements may relate to the Trust’s financial condition, operations, future performance and business. These statements can be identified by the use of the words “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or similar words and phrases. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments. Neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements, to conform such statements to actual results or to reflect a change in management’s expectations or predictions.

 

Introduction

 

The Trust is a common law trust, formed under the laws of the state of New York on September 1, 2009. The Trust is not managed like a corporation or an active investment vehicle. It does not have any officers, directors, or employees and is administered by the Trustee pursuant to the Trust Agreement. 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. It does not hold or trade in commodity futures contracts, nor is it a commodity pool, or subject to regulation as a commodity pool operator or a commodity trading adviser in connection with issuing Shares.

 

The Trust holds gold and is expected to issue Baskets in exchange for deposits of gold and to distribute gold in connection with redemptions of Baskets. Shares issued by the Trust represent units of undivided beneficial interest in and ownership of the Trust. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold, less the Trust’s expenses. The Sponsor believes that, for many investors, the Shares will represent a cost effective investment relative to traditional means of investing in gold.

 

The Trust issues and redeems Shares only with Authorized Participants in exchange for gold and only in aggregations of 100,000 Shares or integral multiples thereof. A list of current Authorized Participants is available from the Sponsor or the Trustee.

 

Shares of the Trust trade on the New York Stock Exchange (the “NYSE”) Arca under the symbol “SGOL”.

 

Valuation of Gold and Computation of Net Asset Value

 

On each day that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 p.m. New York time on such day (the “Evaluation Time”), the Trustee evaluates the gold held by the Trust and determines the NAV of the Trust.

 

At the Evaluation Time, the Trustee values the Trust’s gold on the basis of that day’s LBMA PM Gold Price (the afternoon session of the ICE Benchmark Administration (“IBA”) equilibrium auction). If no LBMA PM Gold Price is made on such day or has not been announced by the Evaluation Time, the next most recent LBMA PM Gold Price determined prior to the Evaluation Time will be used, unless the Sponsor determines that such price is inappropriate as a basis for evaluation. In the event the Sponsor determines that the LBMA PM Gold Price or such other publicly available price as the Sponsor may deem fairly represents the commercial value of the Trust’s gold is not an appropriate basis for evaluation of the Trust’s gold, it shall identify an alternative basis for such evaluation to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination that the LBMA PM Gold Price or such other publicly available price is not appropriate as a basis for evaluation of the Trust’s gold or for any determination as to the alternative basis for such evaluation provided that such determination is made in good faith.

 

 

Once the value of the gold has been determined, the Trustee subtracts all estimated accrued but unpaid fees (other than the fees accruing for such day on which the valuation takes place that are computed by reference to the value of the Trust or its assets), expenses and other liabilities of the Trust from the total value of the gold and all other assets of the Trust (other than any amounts credited to the Trust’s reserve account, if established). The resulting figure is the adjusted net asset value (the “ANAV”) of the Trust. The ANAV of the Trust is used to compute the Sponsor’s Fee.

 

All fees accruing for the day on which the valuation takes place that are computed by reference to the value of the Trust or its assets are calculated using the ANAV calculated for such day. The Trustee subtracts from the ANAV the amount of accrued fees so computed for such day and the resulting figure is the NAV of the Trust. The Trustee also determines the NAV per Share by dividing the NAV of the Trust by the number of the Shares outstanding as of the close of trading on the NYSE Arca (which includes the net number of any Shares created or redeemed on such evaluation day).

 

The Trustee’s estimation of accrued but unpaid fees, expenses and liabilities is conclusive upon all persons interested in the Trust and no revision or correction in any computation made under the Trust Agreement will be required by reason of any difference in amounts estimated from those actually paid.

 

The NAV of the Trust is obtained by subtracting the Trust’s liabilities on any day from the value of the gold owned and receivable by the Trust on that day; the NAV per Share is obtained by dividing the NAV of the Trust on a given day by the number of Shares outstanding on that day.

 

The Quarter Ended June 30, 2023

 

The Trust’s NAV increased from $2,667,063,508 at March 31, 2023 to $2,717,858,070 at June 30, 2023, a 1.90% increase for the quarter. The change in the Trust’s NAV resulted from a decrease in the price per ounce of gold, which fell 3.41% from $1,979.70 at March 31, 2023 to $1,912.25 at June 30, 2023, and an increase in outstanding Shares, which rose from 140,700,000 at March 31, 2023 to 148,500,000 at June 30, 2023 as a result of 8,800,000 Shares (88 Baskets) being created and 1,000,000 Shares (10 Baskets) being redeemed during the quarter.

 

The NAV per Share decreased 3.48% from $18.96 at March 31, 2023 to $18.30 at June 30, 2023. The Trust’s NAV per Share decreased slightly more than the price per ounce of gold on a percentage basis due to the Sponsor’s Fee, which was $1,159,813 for the quarter, or 0.17% of the Trust’s ANAV on an annualized basis.

 

The NAV per Share of $19.61 at April 13, 2023 was the highest during the quarter, compared with a low of $18.18 at June 29, 2023.

 

The decrease in net assets from operations for the quarter ended June 30, 2023 was $98,597,047 resulting from a realized gain of $209,346 on the transfer of gold to pay expenses and a realized gain of $2,982,629 on gold distributed for the redemption of Shares, offset by a change in unrealized loss on investment in gold of $100,629,209 and the Sponsor’s Fee of $1,159,813. Other than the Sponsor’s Fee, the Trust had no expenses during the quarter ended June 30, 2023.

 

The Six Months Ended June 30, 2023

 

The Trust’s NAV increased from $2,442,782,637 at December 31, 2022 to $2,717,858,070 at June 30, 2023, a 11.26% increase for the period. The change in the Trust’s NAV resulted from an increase in the price per ounce of gold, which rose 5.43% from $1,813.75 at December 31, 2022 to $1,912.25 at June 30, 2023, and an increase in outstanding Shares, which rose from 140,600,000 at December 31, 2022 to 148,500,000 at June 30, 2023 as a result of 15,300,000 Shares (153 Baskets) being created and 7,400,000 Shares (74 Baskets) being redeemed during the period.

 

The NAV per Share increased 5.35% from $17.37 at December 31, 2022 to $18.30 at June 30, 2023. The Trust’s NAV per Share increased slightly less than the price per ounce of gold on a percentage basis due to the Sponsor’s Fee, which was $2,224,238 for the quarter, or 0.17% of the Trust’s ANAV on an annualized basis.

 

 

The NAV per Share of $19.61 at April 13, 2023 was the highest during the period, compared with a low of $17.34 at February 24, 2023.

 

The increase in net assets from operations for the period ended June 30, 2023 was $121,521,222, resulting from a realized gain of $356,921 on the transfer of gold to pay expenses, a realized gain of $21,605,294 on gold distributed for the redemption of Shares and a change in unrealized gain on investment in gold of $101,783,245, offset by the Sponsor’s Fee of $2,224,238. Other than the Sponsor’s Fee, the Trust had no expenses during the period ended June 30, 2023.

 

Liquidity & Capital Resources

 

The Trust is not aware of any trends, demands, commitments, events or uncertainties that are reasonably likely to result in material changes to its liquidity needs. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the period covered by this report was the Sponsor’s Fee.

 

The Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s gold as necessary to pay the Trust’s expenses not otherwise assumed by the Sponsor. The Trustee will not sell gold to pay the Sponsor’s Fee but will pay the Sponsor’s Fee through in-kind transfers of gold to the Sponsor. At June 30, 2023, the Trust did not have any cash balances.

 

Off-Balance Sheet Arrangements

 

The Trust has no off-balance sheet arrangements.

 

Critical Accounting Policies

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. Refer to Note 2 to the Financial Statements for further information on accounting policies.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer of the Sponsor, and to the audit committee, as appropriate, to allow timely decisions regarding required disclosure.

 

Under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of June 30, 2023, the Trust’s disclosure controls and procedures were effective.

 

There have been no changes in the Trust’s or Sponsor’s internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Trust’s or Sponsor’s internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings 

None.

 

Item 1A. Risk Factors

 

There have been no material changes to the risk factors previously disclosed in the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 2(a). None.

Item 2(b). Not applicable.

Item 2(c). For the three months ended June 30, 2023:

88 Baskets were created.

10 Baskets were redeemed.

 

Period		Total Baskets Redeemed		Total Shares Redeemed		Average ounces of gold per Share
April 2023		—		—		—
May 2023		—		—		—
June 2023		10		1,000,000		0.0096
		10		1,000,000		0.0096

 

Item 3. Defaults Upon Senior Securities

None.

 

Item 4. Mine Safety Disclosures

Not applicable.

 

Item 5. Other Information

No officers or directors of the Trust have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement for the three months ended June 30, 2023.

 

 

Item 6. Exhibits 

31.1	Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial statements from the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL: (i) Statements of Assets and Liabilities, (ii) Statements of Operations, (iii) Statements of Changes in Net Assets, and (iv) Notes to the Financial Statements.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Document
101.DEF	Inline XBRL Taxonomy Extension Definitions Document
101.LAB	Inline XBRL Taxonomy Extension Labels Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Document
104	The cover page from the Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL (included as Exhibit 101).

 

 

abrdn Gold ETF Trust

 

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 in the capacities thereunto duly authorized.

		abrdn ETFs Sponsor LLC
Date: August 8, 2023		/s/ Steven Dunn *
		Steven Dunn **
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: August 8, 2023		/s/ Brian Kordeck *
		Brian Kordeck **
		Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)
*	The originally executed copy of this Certification will be maintained at the Sponsor's offices and will be made available for inspection upon request.
**	The Registrant is a trust and the persons are signing in their capacities as officers of abrdn ETFs Sponsor LLC, the Sponsor of the Registrant.