Item 1A. Risk Factors
ITEM 1A. Risk Factors
The other information set forth in this report should be read in conjunction with Item IA. "Risk Factors" in our 2023 Form 10-K, in addition to the risk factor below.
The cessation of SEC reporting could have an adverse impact on the trading price of the common units on the OTC Pink, and if we were to fail to maintain current public information about the Trust, SEC rules could prevent brokers from posting quotes in the common units, which could harm the liquidity of the common units.
The Trust is a voluntary reporting company with the SEC under the Exchange Act. The Trust's common units have been quoted for trading on the OTC Pink since March 2, 2020 under the symbol "CHKR.
After the filing of this Quarterly Report on Form 10-Q, the Trust will no longer voluntarily file periodic reports or other information with the SEC under the Exchange Act. Instead of filing such reports or other information with the SEC, we intend to make financial and certain other information regarding the Trust available on the investors section of our corporate website, http://chkgranitewashtrust.com/ , in accordance with the provisions of the Amended and Restated Trust Agreement of the Trust, and to cause such information to also be posted through the OTC Disclosure & News Services that is operated by the OTC Markets, in order to enable brokers to post quotes for the common units in compliance with amendments to Rule 15c2-11 (“Rule 15c2-11”) that became effective on September 28, 2021 and have an impact on the over-the-counter (“OTC”) market regulatory structure. The stated purpose of the amendments to Rule 15c2-11 was to enhance disclosure and investor protection in the OTC Market by ensuring that broker-dealers in the OTC Market do not publish quotations for an issuer’s security when current information regarding the issuer, as prescribed in Rule 15c2-11 (“current issuer information”), is not publicly available. Therefore, under amended Rule 15c2-11, a non-SEC reporting company must make publicly available current issuer information, including annual financial statements, in order to be publicly quoted on the OTC Markets. Otherwise, the company risks being downgraded to the grey markets, in which case brokers generally are not permitted to post quotes in the company’s securities.
The Trust has historically relied on its SEC filings to satisfy Rule15c2-11’s current issuer information requirement. However, after the filing of this Quarterly Report on Form 10-Q, the Trust will no longer be able to rely on such SEC filings to satisfy the current issuer information requirements of Rule 15c2-11, and instead anticipates submitting current issuer information to the OTC Markets via the OTC Disclosure & News Services, as noted above. The cessation of the Trust's filings with the SEC may have an adverse impact on the posting of quotations for Trust common units by brokers and on the market price of the common units. Additionally, if we cannot or do not make publicly available current issuer information about the Trust, Rule 15c2-11 could prevent brokers from quoting the common units, in which case holders of common units may face difficulties in selling their common units.
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