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Item 1A. Risk Factors

2025-08-11 compared with 2024-08-15 · 109 added, 82 removed, 350 unchanged (35% of the section changed)

making an investment decision, you should consider carefully the risks described below, as well as the other information included in

this prospectus.

Shareholders should also refer to the other information included in this report, including the Trust’s financial

statements and the related notes.

the Shares are created to reflect the price of the gold held by the Trust, the market price of the Shares will be as unpredictable as

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in world gold prices, the price of the Shares will be adversely affected.

significant increase in gold hedging activity by gold producers.

Should there be an increase in the level of hedge activity of gold

producing companies, it could cause a decline in world gold prices, adversely affecting the price of the Shares.

significant increase in gold hedging activity by gold producers either by selling gold forward or entering short positions on gold

Should there be an increase in the level of hedge activity of gold producing companies, it could cause a decline in

world gold prices, adversely affecting the price of the Shares.

significant change in the attitude of speculators and investors towards gold.

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Because the Trust principally only holds physical gold, an investment

in the Trust may be more volatile than an investment in a more broadly diversified portfolio.

Accordingly, the NAV may be more volatile

than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially over time.

An investment in

the Trust may be deemed speculative and is not intended as a complete investment program;

therefore investors should review closely the

objective and strategy, the investment and operating restrictions and the redemption provisions of the Trust as outlined herein and familiarize

themselves with the risks associated with an investment in the Trust.

in the Trust will in all likelihood be more volatile than an investment in a more broadly diversified portfolio.

Accordingly, the NAV

will likely be more volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially

An investment in the Trust other than for specific purposes such as hedging should be viewed as speculative and is not intended

as a complete investment program;

therefore investors should review closely the objective and strategy, the investment and operating

restrictions and the redemption provisions of the Trust as outlined herein and familiarize themselves with the risks associated with

an investment in the Trust.

liquidation of the Trust may occur at a time when the disposition of the Trust’s gold will result in losses to investors in Shares.

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liquidity of the Shares may also be affected by the withdrawal from participation of Authorized Participants.

the event that one or more Authorized Participants that have substantial interests in Shares withdraw from participation, the liquidity

of the Shares will likely decrease which could adversely affect the market price of the Shares and result in your incurring a loss on

your investment.

the event that one or more Authorized Participants, particularly those that have substantial interests in Shares, withdraw from participation,

the liquidity of the Shares will likely decrease which could adversely affect the market price of the Shares and result in your incurring

a loss on your investment.

Participants with large holdings may choose to terminate the Trust.

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an owner of Shares, you will not have the protections normally associated with ownership of shares in an investment company registered

under the Investment Company Act of 1940, as amended, or the protections afforded by the Commodity Exchange Act of 1936, as amended.

under the Investment Company Act, or the protections afforded by the Commodity Exchange Act.

Trust is not registered as an investment company for purposes of United States federal securities laws, and is not subject to regulation

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Trust does not hold or trade in commodity futures contracts, “commodity interests”, or any other instruments regulated by

the CEA, as administered by the CFTC and the National Futures Association (the “NFA”).

Furthermore, the Trust is not a commodity

pool for purposes of the CEA and the Shares are not “commodity interests”.

Consequently, the Trustee and Sponsor are not

subject to registration as commodity pool operators or commodity trading advisors with respect to the Trust or the Shares.

of Shares do not receive the CEA disclosure document and certified annual report required to be delivered by a registered commodity pool

operator or a commodity trading advisor with respect to the Trust, and the owners of Shares do not have the regulatory protections provided

to investors in commodity pools operated by registered commodity pool operators or advised by commodity trading advisors.

the Commodity Exchange Act, as administered by the CFTC and the National Futures Association (the “NFA”).

Furthermore, the

Trust is not a commodity pool for purposes of the Commodity Exchange Act and the Shares are not “commodity interests”.

Consequently,

the Trustee and Sponsor are not subject to registration as commodity pool operators or commodity trading advisors with respect to the

Trust or the Shares.

The owners of Shares do not receive the Commodity Exchange Act disclosure document and certified annual report required

to be delivered by a registered commodity pool operator or a commodity trading advisor with respect to the Trust, and the owners of Shares

do not have the regulatory protections provided to investors in commodity pools operated by registered commodity pool operators or advised

by commodity trading advisors.

value of the Shares will be adversely affected if gold owned by the Trust is lost or damaged in circumstances in which the Trust is not

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United States, New York or other court situated in the United States may have difficulty interpreting English law (which, insofar as

it relates to custody arrangements, is largely derived from court rulings rather than statute), London Bullion Market Association (LBMA)

rules or the customs and practices in the London custody market.

It may be difficult or impossible for the Trust to sue the Custodian

in a United States, New York or other court situated in the United States.

In addition, it may be difficult, time consuming and/or expensive

for the Trust to enforce in a foreign court a judgment rendered by a United States, New York or other court situated in the United States.

it relates to custody arrangements, is largely derived from court rulings rather than statute), LBMA rules or the customs and practices

in the London custody market.

It may be difficult or impossible for the Trust to sue the Custodian in a United States, New York or other

court situated in the United States.

In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a

foreign court a judgment rendered by a United States, New York or other court situated in the United States.

and Authorized Participants lack the right under the Custody Agreements to assert claims directly against the Custodian, which significantly

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of the Trust even though there is not a corresponding distribution from the Trust.

Trust may be negatively impacted by the effects of the spread of illnesses or other public health emergencies on the global economy and

the markets and service providers relevant to the performance of the Trust.

outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019

and has now been spread globally.

This outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings

at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations,

supply chain disruptions, and lower consumer demand, layoffs, defaults and other significant economic impacts, as well as general concern

and uncertainty.

The impact of this outbreak has adversely affected the economies of many nations and the entire global economy and may

impact individual issuers and capital markets in ways that cannot necessarily be foreseen.

Other infectious illness outbreaks that may

arise in the future could have similar impacts.

Public health crises caused by the outbreak may exacerbate other pre-existing political,

social and economic risks in certain countries or globally.

COVID-19 outbreak will have serious negative effects on social, economic and financial systems, including significant uncertainty and

volatility in the financial markets.

For instance, the suspension of operations of mines, refineries and vaults that extract, produce

or store gold, restrictions on travel that delay or prevent the transportation of gold, and an increase in demand for gold may disrupt

supply chains for gold, which could cause secondary market spreads to widen and compromise our ability to make settlements on time.

inability of the Trust to issue or redeem Shares or the Custodian or any sub-custodian to receive or deliver gold as a result of the

outbreak will negatively affect the Trust’s operations.

duration of the outbreak and its effects cannot be determined with certainty.

A prolonged outbreak could result in an increase of the

costs of the Trust, affect liquidity in the market for gold as well as the correlation between the price of the Shares and the net asset

value of the Trust, any of which could adversely affect the value of your Shares.

In addition, the outbreak could also impair the information

technology and other operational systems upon which the Trust’s service providers, including the Sponsor, the Trustee and the Custodian,

rely, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential tasks on behalf

of the Trust.

Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major

economic disruptions with a variety of fiscal and monetary policy changes, including, but not limited to, direct capital infusions into

companies, new monetary programs and lower interest rates.

An unexpected or quick reversal of these policies, or the ineffectiveness

of these policies, is likely to increase volatility in the market for gold, which could adversely affect the price of the Shares.

the outbreak could interfere with or prevent the determination of the applicable benchmark price, which the Trustee uses to value the

gold held by the Trust and calculate the net asset value of the Trust.

The outbreak could also cause the closure of futures exchanges,

which could eliminate the ability of Authorized Participants to hedge purchases of Baskets, increasing trading costs of Shares and resulting

in a sustained premium or discount in the Shares.

Each of these outcomes would negatively impact the Trust.

Trust as well as the Sponsor and its service providers are vulnerable to the effects of geopolitical events and the continuation of the

war in Ukraine or other hostilities

Trust as well as the Sponsor and its service providers are vulnerable to the effects of geopolitical events, including the conflict in

the Middle East, the continuation of the war in Ukraine and other hostilities.

events, including the conflict in the Middle East, the continuation of the war in Ukraine and other hostilities could disrupt and potentially

impact the business activities of the Sponsor and its service providers and have an adverse effect on the Trust.

October 7, 2023, militants from Gaza attacked Israeli towns, killed Israeli civilians and soldiers and took hostages.

In response to

the attack, Israel declared war against Hamas, attacking Hamas and Islamic targets in Gaza.

The conflict has escalated in the past year

and Israel is fighting adversaries across the Middle East, including Hezbollah in Lebanon and the Houthis in Yemen and Iran.

The responses

of countries and political bodies to these events, the larger overarching tensions, Israel’s military response and the potential

for wider conflict may increase financial market volatility generally, have adverse effects on regional and global economic markets,

and cause volatility in the price of gold and the price of the Shares.

In addition, the conflict, along with any global political fallout

and implications including sanctions, shipping disruptions, collateral war damage, and a potential expansion of the conflict, could disturb

the gold market.

late February 2022, Russia launched an invasion of Ukraine, significantly amplifying already existing geopolitical tensions among Russia

and other countries in the region and in the west.

The responses of countries and political bodies to Russia’s actions, the larger

overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility

generally, have adverse effects on regional and global economic markets, and cause volatility in the price of gold and the price of the

The conflict in Ukraine, along with global political fallout and implications including sanctions, shipping disruptions, collateral

war damage, and a potential expansion of the conflict beyond Ukraine’s borders, could disturb the gold market.

On March 6, 2023,

the LBMA suspended its accreditation of six Russian precious metals refiners, hence suspending their access to the world’s largest

On March 7, 2022, the LBMA suspended its accreditation of six Russian precious metals

The LBMA stated that existing bars produced by the refiners before their suspension will still be accepted as good delivery.

Following an announcement at the G7 Summit to collectively ban the import of Russian gold, the UK passed regulations which prohibit the

direct or indirect (i) import of gold that originated in Russia, (ii) acquisition of gold that originated in Russia or is located in

Russia and (iii) supply or delivery of gold that originated in Russia, all after July 21, 2022.

Similarly, US regulations prohibit the

import of gold of Russian origin into the United States on or after June 28, 2022 and EU regulations prohibit the direct or indirect

import, purchase or transfer of gold if it originates in Russia and has been exported from Russia after July 22, 2022.

responses of countries and political bodies to Russia’s actions, the larger overarching tensions, and Ukraine’s military

response and the potential for wider conflict may increase financial market volatility generally, have adverse effects on regional and

global economic markets, and cause volatility in the price of gold and the price of the Shares.

In addition, the conflict in Ukraine,

along with global political fallout and implications including sanctions, shipping disruptions, collateral war damage, and a potential

expansion of the conflict beyond Ukraine’s borders, could disturb the gold market.

Trust as well as the Sponsor and its service providers are vulnerable to the effects of public health crises such as the coronavirus

pandemic (the “ COVID-19 pandemic ” ).

and other public health crises may cause a curtailment of business activities which may potentially impact the ability of the Sponsor

and its service providers to operate.

The COVID-19 pandemic or a similar public health threat could adversely impact the Trust by causing

operating delays and disruptions, market disruption and shutdowns (including as a result of government regulation and prevention measures).

The COVID-19 pandemic, for example, had substantive effects on social, economic and financial systems, including significant uncertainty

and volatility in the financial markets.