What changed in this filing

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Item 1. Financial Statements

2022-05-06 compared with 2021-11-03 · 107 added, 122 removed, 270 unchanged (46% of the section changed)

3 unchanged sentences

Statements of Assets and Liabilities (Unaudited)

At September 30, 2021 and June 15, 2021 (Date of Inception)

September 30,

At March 31, 2022 and December 31, 2021

Investment in gold bullion, at fair value (a)

5 unchanged sentences

76,328  

49,995  

Total Liabilities

76,328  

49,995  

Commitments and contingent liabilities (Note 6)

13 unchanged sentences

Gold Trust Micro

Statements of Operations (Unaudited)

For the three months ended September 30, 2021 and the period from June 15, 2021 (Date of Inception) to September 30, 2021

September 30,

June 15, 2021

(Date of Inception)

to September 30,

Statement of Operations (Unaudited)

For the three months ended March 31, 2022 

Three Months Ended

Sponsor’s fees

Sponsor’s fees waived

$ 437,075  

Sponsor’s fees waiver

Total expenses

204,017  

Net investment loss

Net Realized and Unrealized Gain (Loss)

Net realized gain (loss) from:

Net realized gain from:

Gold bullion sold to pay expenses

Gold bullion distributed for the redemption of Shares

3,613,498  

Net realized gain

3,618,314  

Net change in unrealized appreciation/depreciation

Net realized and unrealized loss

Net decrease in net assets resulting from operations

Net decrease in net assets per Share

77,556,610  

Net realized and unrealized gain

81,174,924  

Net increase in net assets resulting from operations

$ 80,970,907  

Net increase in net assets per Share (a)

$ 1.27  

Net increase in net assets per Share based on average shares outstanding during the period.

See notes to financial statements.

1 unchanged sentence

Gold Trust Micro

Statements of Changes in Net Assets (Unaudited)

For the three months ended September 30, 2021 and the period from June 15, 2021 (Date of Inception) to September 30, 2021

June 15, 2021

(Date of Inception)

to September 30, 2021

Net Assets at June 15, 2021

Net investment loss

Net change in unrealized appreciation/depreciation

Net decrease in net assets resulting from operations

Decrease in net assets

Net Assets at June 30, 2021

Statement of Changes in Net Assets (Unaudited)

For the three months ended March 31, 2022

Three Months Ended

March 31, 2022

Net Assets at December 31, 2021

$ 872,384,122  

Net investment loss

Net realized gain

3,618,314  

Net change in unrealized appreciation/depreciation

Net decrease in net assets resulting from operations

77,556,610  

Net increase in net assets resulting from operations

80,970,907  

Capital Share Transactions:

Contributions for Shares issued

421,813,732  

Distributions for Shares redeemed

( 49,444,381 )

Net increase in net assets from capital share transactions

372,369,351  

Increase in net assets

Net Assets at September 30, 2021

453,340,258  

Net Assets at March 31, 2022

$ 1,325,724,380  

Shares issued and redeemed

Shares issued

22,900,000  

Shares redeemed

( 2,550,000 )

Net increase in Shares issued and outstanding

20,350,000  

See notes to financial statements.

2 unchanged sentences

Statement of Cash Flows (Unaudited)

For the period from June 15, 2021 (Date of Inception) to September 30, 2021

June 15, 2021

(Date of Inception)

to September 30, 2021

For the three months ended March 31, 2022

Three Months Ended

Cash Flows from Operating Activities

8 unchanged sentences

Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities

Net decrease in net assets resulting from operations

$ ( 19,206,416 )

Net increase in net assets resulting from operations

$ 80,970,907  

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

2 unchanged sentences

Net realized (gain) loss

( 3,618,314 )

Net change in unrealized appreciation/depreciation

19,112,803  

( 77,556,610 )

Change in operating assets and liabilities:

5 unchanged sentences

$ 421,813,732  

Gold bullion distributed for Shares redeemed

$ ( 49,444,381 )

See notes to financial statements.

2 unchanged sentences

Schedules of Investments (Unaudited)

At September 30, 2021 and June 15, 2021 ( Date of Inception)

September 30, 2021

At March 31, 2022 and December 31, 2021

March 31, 2022

682,647  

6 unchanged sentences

$ 1,325,724,380  

June 15, 2021 ( Date of Inception)

December 31, 2021

479,334  

$ 858,638,067  

$ 872,434,117  

Total Investments –

7 unchanged sentences

Notes to Financial Statements (Unaudited)

September 30, 2021

March 31, 2022

The iShares Gold Trust Micro (the “Trust”) was organized on June 15, 2021 as a New York trust.

1 unchanged sentence

The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

The Trust is governed by the provisions of the Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of June 15, 2021.

The Trust is governed by the provisions of the First Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of January 31, 2022.

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

BlackRock Financial Management, Inc. (the “Seed Capital Investor”), contributed 5,000 ounces of Gold in exchange for 500,000 shares (the “Seed Creation Baskets”) on June 15, 2021 for the benefit of BlackRock Financial Management, Inc.

BlackRock Financial Management, Inc., (the “Seed Capital Investor”), contributed 5,000 ounces of Gold in exchange for 500,000 shares (the “Seed Creation Baskets”) on June 15, 2021 for the benefit of BlackRock Financial Management, Inc.

At contribution, the value of the gold deposited with the Trust was based on the price of an ounce of gold of $ 1,865.10 .

9 unchanged sentences

Interim period results are not necessarily indicative of results for a full-year period.

These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in the registration statement on Form S- 1 as filed with the SEC on June 23, 2021.

These financial statements and the notes thereto should be read in conjunction with the Trust’s financial statements included in its Annual Report on Form 10 -K for the year ended December 31, 2021, as filed with the SEC on March 1, 2022.

The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.

14 unchanged sentences

Gain or loss on sales of gold bullion is calculated on a trade date basis using the average cost method.

The following tables summarize activity in gold bullion for the three months ended September 30, 2021 and the period from 

June 15, 2021 ( Date of Inception) to September 30, 2021:

Three Months Ended September 30, 2021

The following table summarizes activity in gold bullion for the three months ended March 31, 2022:

Three Months Ended March 31, 2022

Beginning balance

1 unchanged sentence

$ 858,638,067  

$ 872,434,117  

Gold bullion contributed

3 unchanged sentences

Gold bullion distributed

Gold bullion sold to pay expenses

( 25,486 )  

1 unchanged sentence

( 49,444,381 )  

Net realized gain

Net change in unrealized appreciation/depreciation

3,613,498  

Ending balance

348,439  

$ 626,373,040  

$ 607,260,237  

Period from June 15, 2021 (Date of Inception) to September 30, 2021

Beginning balance

$ 9,325,500  

$  —

Gold bullion contributed

343,472  

617,106,346  

Gold bullion distributed

Gold bullion sold to pay expenses

3 unchanged sentences

Net realized gain

3,618,314  

Net change in unrealized appreciation/depreciation

4 unchanged sentences

$ 1,325,800,708  

$ 3,618,314  

Calculation of Net Asset Value

14 unchanged sentences

Any interest, expenses, gains and losses are passed through to the holders of Shares of the Trust.

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of September 30, 2021 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of March 31, 2022 and does not believe that there are any uncertain tax positions that require recognition of a tax liability.

Trust Expenses

The Trust pays to the Sponsor a Sponsor’s fee that accrues daily at an annualized rate equal to 0.15 % of the net asset value of the Trust, paid monthly in arrears.

Effective June 29, 2021, the Sponsor has voluntarily agreed to waive a portion of the Sponsor’s Fee so that the Sponsor’s Fee after the fee waiver will not exceed 0.07 % through June 30, 2024.

The Sponsor has voluntarily agreed to waive a portion of the Sponsor’s Fee so that the Sponsor’s Fee after the fee waiver will not exceed 0.07 % through June 30, 2024.

Although the Sponsor has no current intention of doing so, because the fee waiver is voluntary, the Sponsor may revert to the 0.15 % fee prior to June 30, 2024.

2 unchanged sentences

The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust:

the Trustee’s fee and reimbursement for its reasonable out-of-pocket expenses, the Custodian’s fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and up to $ 100,000 per annum in legal fees and expenses.

the Trustee’s fee and reimbursement for its reasonable out-of-pocket expenses, the Custodian’s fee, NYSE Arca listing fees, SEC registration fees, printing and mailing costs, audit fees and expenses, and, effective January 31, 2022, up to $ 500,000 per annum in legal fees and expenses.

Prior to January 31, 2022 the Sponsor had agreed to assume up to $ 100,000 per annum in legal fees and expenses.

The Sponsor may determine in its sole discretion to assume legal fees and expenses of the Trust in excess of the amount required under the Trust Agreement.

To the extent that the Sponsor does not voluntarily assume such fees and expenses, they will be the responsibility of the Trust.

The amount waived is included in Sponsor’s fees waived in the Statement of Operations.

For the quarter ended September 30, 2021, the amount waived was $ 107,095 .

For the period ended March 31, 2022, the amount waived was $ 233,058 .

Related Parties

1 unchanged sentence

The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

As of September 30, 2021 BlackRock Financial Management, Inc., an affiliate of the Sponsor, owned 500,000 Shares of the Trust.

Indemnification

The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, officers, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic or other report filed with the SEC relating to the Shares that is not materially altered by the Sponsor.

The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic or other report filed with the SEC relating to the Shares that is not materially altered by the Sponsor.

The Trust Agreement provides that the Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred without their ( 1 ) negligence, bad faith, willful misconduct or willful malfeasance arising out of or in connection with the performance of their obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement or ( 2 ) reckless disregard of their obligations and duties under the Trust Agreement.

18 unchanged sentences

Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the three months ended September 30, 2021 and the period from June 15, 2021 ( Date of Inception) to September 30, 2021.

The following financial highlights relate to investment performance and operations for a Share outstanding for the three months ended March 31, 2022.

Three Months Ended

September 30, 2021

June 15, 2021

(Date of Inception)

to September 30, 2021

Net asset value per Share, beginning of period

$ 18.19  

$ 18.65  

Net investment loss (a)

( 0.00 ) (b)  

Net investment income (a)

Net realized and unrealized gain (loss) (c)

( 0.21 )  

Net decrease in net assets from operations

( 0.21 )  

Net increase in net assets from operations

Net asset value per Share, end of period

$ 19.41  

$ 17.42  

Total return, at net asset value (d)(e)

( 1.19 )%  

6.71 % 

Ratio to average net assets:

Net investment loss (f)

( 0.07 )%  

Total expenses (f)

0.15 %  

Total expenses after fees waived (f)  

0.07 %  

0.15 % 

Total expenses after fees waived (f)

0.07 % 

Based on average Shares outstanding during the period.

(b) Amount is greater than $( 0.005 ) per share

Amount is greater than $( 0.005 ).

The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Trust Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment.

10 unchanged sentences

The three levels of the fair value hierarchy are as follows:

Level 1  

Level 1 − 

Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2  

Level 2 − 

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means;

Level 3  

Level 3 − 

Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.

At September 30, 2021, the value of the gold bullion held by the Trust is categorized as Level 1.

At March 31, 2022 and December 31, 2021, the value of the gold bullion held by the Trust is categorized as Level 1.

Management ’

2 unchanged sentences

The discussion and analysis that follows may contain statements that relate to future events or future performance.

In some cases, such forward-looking statements can be identified by terminology such as “

may, ”

should, ”

could, ”

expect, ”

plan, ”

anticipate, ”

believe, ”

estimate, ”

predict, ”

potential ”

In some cases, such forward‑looking statements can be identified by terminology such as “may,”

“should,”

“could,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“predict,”

“potential”

or the negative of these terms or other comparable terminology.

2 unchanged sentences

These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances.

Whether or not actual results and developments will conform to the Sponsor ’

s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed below, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments.

Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed below, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments.

Although the Sponsor does not make forward-looking statements unless it believes it has a reasonable basis for doing so, the Sponsor cannot guarantee their accuracy.

Except as required by applicable disclosure laws, 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 a change in the Sponsor ’

s expectations or predictions.

The iShares Gold Trust Micro (the “Trust”) is a grantor trust formed under the laws of the State of New York.

12 unchanged sentences

On each business day, as soon as practicable after 4:00 p.m.

(New York time), the Trustee evaluates the gold held by the Trust and determines the net asset value of the Trust and the net asset value per Share (“NAV”).

(New York time), the Trustee evaluates the gold held by the Trust and determines the net asset value of the Trust and the NAV.

The Trustee values the gold held by the Trust using the price per fine troy ounce of gold determined in an electronic auction hosted by ICE Benchmark Administration (“IBA”) that begins at 3:00 p.m.

17 unchanged sentences

Below is a description of the valuation of gold bullion, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section entitled “Valuation of Gold Bullion;

Computation of Net Asset Value”

Computation of Net Asset Value” above.

In addition, please refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies.

Results of Operations

The Quarter Ended September 30, 2021

The Trust’s net asset value increased from $8,815,237 at June 30, 2021 to $607,225,430 at September 30, 2021, a 6,788.36% increase.

The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding shares, which rose from 500,000 Shares at June 30, 2021 to 34,850,000 Shares at September 30, 2021, a consequence of 34,350,000 Shares (687 Baskets) being created during the quarter.

The increase in the Trust’s net asset value was partially offset by a decrease in the LMBA Gold Price, which fell 1.15% from $1,763.15 at June 30, 2021 to $1,742.80 at September 30, 2021.

The 1.19% decrease in the NAV from $17.63 at June 30, 2021 to $17.42 at September 30, 2021 is directly related to the 1.15% decrease in the price of gold.

The NAV decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $93,522 for the quarter, or 0.02% of the Trust’s average weighted assets of $537,613,742 during the quarter.

The NAV of $18.29 on July 29, 2021 was the highest during the quarter, compared with a low during the quarter of $17.23 on August 10, 2021.

Net decrease in net assets resulting from operations for the quarter ended September 30, 2021 was $18,696,153, resulting from an unrealized loss on investment in gold bullion of $18,603,053, a net realized gain of $422 from gold bullion sold to pay expenses during the quarter, and a net investment loss of $93,522.

The Quarter Ended March 31, 2022

The Trust’s net asset value increased from $872,384,122 at December 31, 2021 to $1,325,724,380 at March 31, 2022, a 51.97% increase.

The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding shares, which rose from 47,950,000 Shares at December 31, 2021 to 68,300,000 Shares at March 31, 2022, a consequence of 22,900,000 Shares (458 Baskets) being created and 2,550,000 Shares (51 Baskets) being redeemed during the period.

The increase in the Trust’s net asset value also benefited from an increase in the LMBA Gold Price, which grew 6.71% from $1,820.10 at December 31, 2021 to $1,942.15 at March 31, 2022.

The 6.71% increase in the NAV from $18.19 at December 31, 2021 to $19.41 at March 31, 2022 is directly related to the 6.71% increase in the price of gold.

The NAV increased slightly less than the price of gold on a percentage basis due to the Sponsor’s fees, which were $204,017 for the quarter, or 0.02% of the Trust’s average weighted assets of $1,186,510,208 during the quarter.

The NAV of $20.38 on March 8, 2022 was the highest during the quarter, compared with a low during the quarter of $17.87 on January 28, 2022.

Net increase in net assets resulting from operations for the quarter ended March 31, 2022 was $80,970,907 resulting from an unrealized gain on investment in gold bullion of $77,556,610, a net realized gain of $3,613,498 on gold distributed for the redemption of Shares, and a net realized gain of $4,816 from gold bullion sold to pay expenses during the quarter, partially offset by a net investment loss of $204,017.

Other than the Sponsor’s fees of $204,017, the Trust had no expenses during the quarter.

The Period from June 15, 2021 (Date of Inception) to September 30, 2021

The Trust’s net asset value increased from $9,325,500 at June 15, 2021 (Date of Inception) to $607,225,430 at September 30, 2021, a 6,411.45% increase.

The increase in the Trust’s net asset value resulted primarily from an increase in the number of outstanding shares, which rose from 500,000 Shares at June 15, 2021 (Date of Inception) to 34,850,000 Shares at September 30, 2021, a consequence of 34,350,000 Shares (687 Baskets) being created during the period.

The increase in the Trust’s net asset value was partially offset by a decrease in the LMBA Gold Price, which fell 6.56% from $1,865.10 at June 15, 2021 (Date of Inception) to $1,742.80 at September 30, 2021.

The 6.60% decrease in the NAV from $18.65 at June 15, 2021 (Date of Inception) to $17.42 at September 30, 2021 is directly related to the 6.56% decrease in the price of gold.

The NAV decreased slightly more than the price of gold on a percentage basis due to the Sponsor’s fees, which were $94,035 for the period, or 0.02% of the Trust’s average weighted assets of $459,291,726 during the period.

The NAV of $18.65 on June 15, 2021 was the highest during the period, compared with a low during the period of $17.23 on August 10, 2021.

Net decrease in net assets resulting from operations for the period ended September 30, 2021 was $19,206,416, resulting from an unrealized loss on investment in gold bullion of $19,112,803, a net realized gain of $422 from gold bullion sold to pay expenses during the quarter, and a net investment loss of $94,035.

Other than the Sponsor’s fees of $94,035, the Trust had no expenses during the period.

Quantitative and Qualitative Disclosures About Market Risk.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements