VanEck Merk Gold ETF 10-K

Item 9A. Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports 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 principal executive officer and principal financial officer of the Sponsor, who performs functions similar to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of the principal executive officer and principal financial officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of January 31, 2024. Based on this evaluation, the principal executive officer and principal financial officer of the Sponsor concluded that the Trust’s disclosure controls and procedures were effective as of January 31, 2024. Management’s Report on Internal Control over Financial Reporting The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets; 47 (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Principal Executive Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial reporting as of January 31, 2024. In making this assessment, he used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). His assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on his assessment and those criteria, the Principal Executive Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of January 31, 2024. Cohen & Company, Ltd., the independent registered public accounting firm that audited and reported on the financial statements as of and for the year ended January 31, 2024 included in this Form 10-K, as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s internal control over financial reporting as of January 31, 2024. March 29, 2024 Item 9B. Other Information Not applicable . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 48 PART III Item 10. Directors, Executive Officers and Corporate Governance The Trust has no directors or executive officers. The biography of the President and Chief Investment Officer of the Sponsor is set out below: Axel Merk, President and Chief Investment Officer Mr. Merk is the founder of the Sponsor and has served as President, Chief Investment Officer and Manager of the Sponsor since its inception in December 2000. Mr. Merk oversees and directs the Sponsor’s business and operations, including its fulfillment of its obligations to the Trust. Mr. Merk founded Merk Investments AG in 1994, and served as Chief Investment Officer from 1994 to 2001, during which time he provided investment advisory services. In October 2001, Merk Investments AG transferred its advisory functions to the Sponsor, where Mr. Merk continues to provide advisory services and, since 2005, manages a family of currency mutual funds. Mr. Merk earned a B.A. in Economics (magna cum laude) and a M. Sc. in Computer Science from Brown University in 1991 and 1992, respectively. Mr. Merk is 54 years old. Item 11. Executive Compensation The Trust does not have directors or executive officers. The only ordinary expense paid by the Trust is the Sponsor’s Fee. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners Change of Control Arrangements The Marketing Agreement grants VanEck the right to elect to replace Merk as the sponsor of the Trust under specific qualifying circumstances, subject to the execution and consummation of definitive agreements addressing all regulatory requirements applicable to such transaction and satisfaction of such requirements, and announcement and related reporting at such time. Specifically, VanEck has a right of first refusal for the purchase of the sponsorship of the Trust, and all rights attributable thereto, upon the earlier of a commitment for a change of control of Merk or 15 years from the date of the Marketing Agreement. Additionally, VanEck may elect to replace Merk as the sponsor of the Trust upon the earlier of the Third Party Assets equaling $500 million, or VanEck’s compensation under the fee provisions of the Marketing Agreement reaching in aggregate 10% of the gross proceeds from sale of the Shares. See “Marketing Agent Agreement and Name Change” under Item 7. Securities Authorized for Issuance under Equity Incentive Plans Not applicable. Item 13. Certain Relationships and Related Transactions, and Director Independence. Not applicable. Item 14. Principal Accounting Fees and Services. Fees for services performed by Cohen & Company, Ltd., as paid by the Sponsor from the Sponsor’s Fee, for the years ending January 31, 2024 and January 31, 2023: 2024 2023 Audit fees $ 61,500 $ 61,500 Audit-related fees — — Total $ 61,500 $ 61,500 49 PART IV Item 15. Exhibits, Financial Statement Schedules. (a)(1) Financial Statements See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein. (a)(2) Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included. (a)(3) Exhibits Exhibit No. Exhibit Description 4.1(a) Form of Depositary Trust Agreement between Merk Investments LLC, as sponsor, and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 filed with Registration Statement No. 333-180868 on April 15, 2014) 4.1(b) First Amendment To Depositary Trust Agreement, dated as of October 22, 2015, by and between Merk Investments LLC, as sponsor of the Trust, and The Bank of New York Mellon, as trustee of the Trust (incorporated by reference to Exhibit 4.1 filed with Current Report on Form 8-K on October 26, 2015) 4.1(c) Second Amendment to the Depositary Trust Agreement, dated as of April 28, 2016, by and between Merk Investments LLC, as sponsor of the Trust, and The Bank of New York Mellon, as trustee of the Trust (incorporated by reference to Exhibit 4.1(c) filed with Annual Report on Form 10-K/A on April 29, 2016) 4.2 Form of Authorized Participant Agreement (incorporated by reference to Exhibit 4.2 filed with Registration Statement No. 333-180868 on March 20, 2014) 4.3 Form of Certificate of Shares of the Trust (included as Exhibit A to the Depositary Trust Agreement) 4.4 Form of First Amendment to Authorized Participant Agreement, dated as of August 8, 2017, adopted by Merk Investments LLC, as sponsor of the Trust, and The Bank of New York Mellon, as trustee of the Trust (incorporated by reference to Exhibit 4.2 filed with Quarterly Report on Form 10-Q for the quarter ended July 31, 2017 on September 6, 2017) 4.5 Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934 10.1 Allocated Account Agreement between JPMorgan Chase Bank, N.A., as custodian, and The Bank of New York Mellon, solely in its capacity as trustee of the Merk Gold Trust, dated May 6, 2014 (incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-180868 on May 7, 2014) 10.2 Unallocated Account Agreement between JPMorgan Chase Bank, N.A., as custodian, and The Bank of New York Mellon, solely in its capacity as trustee of the Merk Gold Trust, dated May 6, 2014 (incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-180868 on May 7, 2014) 10.3 Transaction and Shipping Agreement by and between Merk Investments LLC, as sponsor of the Merk Gold Trust, and Coins ‘N Things Inc., dated May 2, 2014 (incorporated by reference to Exhibit 10.4 filed with Registration Statement No. 333-180868 on May 7, 2014) 10.4 Marketing Agent Agreement between Merk Investments LLC, as sponsor of the Trust, and Van Eck Securities Corporation, dated October 22, 2015 (incorporated by reference to Exhibit 10.1 filed with Current Report on Form 8-K on October 26, 2015) 10.4.1 Amendment to Marketing Agent Agreement, dated as of July 24, 2020, by and between Merk Investments LLC and Van Eck Securities Corporation (incorporated by reference to Exhibit 10.4.1 filed with Quarterly Report on Form 10-Q for the quarter ending July 31, 2020 on September 4, 2020) 23.1 Consent of Cohen & Company, Ltd., Independent Registered Public Accounting Firm. 23.2 Consent of BBD, LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification by Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Incentive-Based Compensation Recovery Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). Item 16. Form 10-K Summary. None. 50 VANECK MERK GOLD TRUST FINANCIAL STATEMENTS AS OF JANUARY 31, 2024 INDEX Page Report of Cohen & Company, Ltd., an Independent Registered Public Accounting Firm located in Philadelphia, PA (PCAOB # 925 ) F-2 Report of BBD, LLP, an Independent Registered Public Accounting Firm located in Philadelphia, PA (PCAOB #552) F-3 Audited Statements of Assets and Liabilities at January 31, 2024 and 2023 F-4 Audited Statements of Operations for the Years Ended January 31, 2024, 2023, and 2022 F-5 Audited Statements of Changes in Net Assets for the Years Ended January 31, 2024, 2023, and 2022 F-6 Audited Schedules of Investment at January 31, 2024 and 2023 F-7 Notes to Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sponsor, Trustee and the Shareholders of VanEck Merk Gold Trust Opinions on the Financial Statements and Internal Control Over Financial Reporting We have audited the accompanying statements of assets and liabilities, including the schedules of investment, of VanEck Merk Gold Trust (the “Trust”) as of January 31, 2024 and 2023, and the related statements of operations and changes in net assets for each of the years in the two-year period ended January 31, 2024, and the related notes (collectively referred to as the “financial statements”). We have also audited the Trust’s internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of January 31, 2024 and 2023, and the results of its operations and changes in its net assets for each of the periods referred to above, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO. The Trust’s financial statements and internal control over financial reporting for the year ended January 31, 2022, were audited by other auditors whose report dated April 12, 2022, expressed an unqualified opinion on those financial statements and internal control over financial reporting. Basis for Opinions The Trust’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s financial statements and an opinion on the Trust’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. We have served as the VanEck Merk Gold Trust’s auditor since 2023. /s/ COHEN & COMPANY, LTD. COHEN & COMPANY, LTD. Philadelphia, Pennsylvania March 29, 2024 F- 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sponsor, Trustee and the Shareholders of VanEck Merk Gold Trust Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying statements of assets and liabilities of VanEck Merk Gold Trust (the “Trust”), including the schedules of investment, as of January 31, 2022 and 2021, and the related statements of operations and changes in net assets for each of the years in the three-year period ended January 31, 2022, the financial highlights for each of the years in the five-year period ended January 31, 2022, and the related notes (collectively referred to as the “financial statements”). We also have audited the Trust’s internal control over financial reporting as of January 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of January 31, 2022 and 2021, and the results of its operations, changes in its net assets and financial highlights for each of the periods referred to above, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of January 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by COSO. Basis for Opinion The Trust’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Trust's financial statements and an opinion on the Trust's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. BBD, LLP We have served as the auditor of the VanEck Merk Gold Trust since 2014. Philadelphia, Pennsylvania April 12, 2022 F- 3 VanEck Merk Gold Trust Statements of Assets and Liabilities January 31, 2024 January 31, 2023 Assets Investments in gold bullion (cost $ 659,416,378 and $ 572,123,322 , respectively) $ 780,184,353 $ 656,592,807 Capital shares receivable 5,906,605 3,730,709 Other receivable 4 - Total Assets 786,090,962 660,323,516 Liabilities Gold Bullion purchased payable 5,906,609 3,730,707 Sponsor’s fee payable 6 9 Other payables - 2 Total Liabilities 5,906,615 3,730,718 Net Assets $ 780,184,347 $ 656,592,798 Net Assets Consists of: Paid-in-capital $ 657,109,274 $ 571,416,810 Accumulated earnings 123,075,073 85,175,988 $ 780,184,347 $ 656,592,798 Shares issued and outstanding (no par value) 39,626,030 35,203,259 Net asset value per share $ 19.69 $ 18.65 See notes to financial statements. F- 4 VanEck Merk Gold Trust Statements of Operations For the Year ended January 31, 2024 For the Year ended January 31, 2023 For the Year ended January 31, 2022 Expenses Sponsor’s fees $ 1,798,880 $ 1,557,794 $ 1,271,275 Total expenses 1,798,880 1,557,794 1,271,275 Net investment loss ( 1,798,880 ) ( 1,557,794 ) ( 1,271,275 ) Net Realized and Unrealized Gain (Loss) Net realized gain from gold bullion distributed for redemptions 3,399,475 1,178,406 1,756,856 Net change in unrealized appreciation (depreciation) on investment in gold bullion 36,298,490 31,993,651 ( 18,669,013 ) Net realized and unrealized gain (loss) from operations 39,697,965 33,172,057 ( 16,912,157 ) Net Increase (Decrease) in Net Assets resulting from operations $ 37,899,085 $ 31,614,263 $ ( 18,183,432 ) See notes to financial statements. F- 5 VanEck Merk Gold Trust Statements of Changes in Net Assets For the Year ended January 31, 2024 For the Year ended January 31, 2023 For the Year ended January 31, 2022 Net Assets—beginning of year $ 656,592,798 $ 586,245,772 $ 442,483,105 Creations 114,227,672 137,482,147 179,243,246 Redemptions ( 28,535,208 ) ( 98,749,384 ) ( 17,297,147 ) Net investment loss ( 1,798,880 ) ( 1,557,794 ) ( 1,271,275 ) Net realized gain from gold bullion distributed for redemptions 3,399,475 1,178,406 1,756,856 Net change in unrealized appreciation (depreciation) on investment in gold bullion 36,298,490 31,993,651 ( 18,669,013 ) Net Assets—end of year $ 780,184,347 $ 656,592,798 $ 586,245,772 See notes to financial statements. F- 6 VanEck Merk Gold Trust Schedules of Investment January 31, 2024 Fine Ounces Cost Value % of Net Assets Gold Bullion 383,204 $ 659,416,378 $ 780,184,353 100.00 % Total Investments 383,204 $ 659,416,378 $ 780,184,353 100.00 % Liabilities in excess of other assets ( 6 ) ( 0.00 )%(a) Net Assets $ 780,184,347 100.00 % January 31, 2023 Fine Ounces Cost Value % of Net Assets Gold Bullion 341,282 $ 572,123,322 $ 656,592,807 100.00 % Total Investments 341,282 $ 572,123,322 $ 656,592,807 100.00 % Liabilities in excess of other assets ( 9 ) ( 0.00 )%(a) Net Assets $ 656,592,798 100.00 % (a) Amount is less than 0.005%. See notes to financial statements. F- 7 VanEck Merk Gold Trust Notes to Financial Statements 1. ORGANIZATION The VanEck Merk Gold Trust (the “Trust”; known as the Merk Gold Trust prior to October 26, 2015 and then as the Van Eck Merk Gold Trust prior to April 28, 2016) is an investment trust formed on May 6, 2014 under New York law pursuant to a depositary trust agreement. After consideration of Financial Accounting Standards Topic 946, Merk Investments LLC (the “Sponsor”) has concluded the Trust meets the fundamental characteristics of an investment company. In addition, while the Trust does not currently possess all of the typical characteristics of an investment company, it believes its activities are consistent with those of an investment company and will therefore apply the guidance in Financial Accounting Standards Topic 946, including disclosure of the financial support contractually required to be provided by an investment company to any of its investees. The Sponsor is responsible for, among other things, overseeing the performance of The Bank of New York Mellon (the “Trustee”) and the Trust’s principal service providers, including the preparation of financial statements. The Trustee is responsible for the day-to-day administration of the Trust. Virtu Financial, also known as the Lead Market Maker, was the Initial Purchaser and contributed 1,000 Ounces of Gold in exchange for 100,000 shares on May 6, 2014. At contribution, the value of the gold deposited with the Trust was based on the price of an Ounce of Gold of $ 1,306.25 . The Initial Purchaser is not affiliated with the Sponsor or the Trustee. The Trust’s primary objective is to provide investors with an opportunity to invest in gold through the shares and be able to take delivery of physical gold bullion and gold coins (physical gold) in exchange for their shares (the “Shares”). The Trust’s secondary objective is for the shares to reflect the performance of the price of gold less the expenses of the Trust’s operations. The Trust is not actively managed. The fiscal year end of the Trust is January 31st. 2. SIGNIFICANT ACCOUNTING POLICIES In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”), management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. The accompanying audited financial statements were prepared in accordance with GAAP and with the instructions for the Form 10-K and the rules and regulations of the United States Securities and Exchange Commission. In the opinion of the Trust’s management, all adjustments (which consists of normal recurring adjustments) necessary to present fairly the financial position and the results of operations, as presented, have been made. The following is a summary of significant accounting policies followed by the Trust. 2.1. Valuation of Gold Financial Accounting Standards Board Accounting Standards Codification 820, “Fair Value Measurements and Disclosures” (“ASC 820”), provides a single definition of fair value, a hierarchy for measuring fair value and expanded disclosures about fair value adjustments. Various inputs are used in determining the fair value of the Trust’s assets or liabilities. These inputs are categorized into three broad levels. Level 1 includes unadjusted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market based inputs (including prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include management’s own assumptions in determining the fair value of investments. The Trust does not hold any derivative instruments, and its assets only consist of allocated gold bullion and gold receivable; representing gold covered by contractually binding orders for the creation of shares where the gold has not yet been transferred to the Trust’s account and, from time to time, cash, which is used to pay expenses. F- 8 The following table summarizes the inputs used as of January 31, 2024 in determining the Trust’s investments at fair value for purposes of ASC 820: Level 1 Level 2 Level 3 Investment in Gold $ 780,184,353 $ — $ — Total $ 780,184,353 $ — $ — The following table summarizes the inputs used as of January 31, 2023 in determining the Trust’s investments at fair value for purposes of ASC 820: Level 1 Level 2 Level 3 Investment in Gold $ 656,592,807 $ — $ — Total $ 656,592,807 $ — $ — London Gold Delivery Bars are held by JPMorgan Chase Bank, N.A. (the “Custodian”), on behalf of the Trust, at the London, United Kingdom vaulting premises. All gold is valued based on its Fine Ounce content, calculated by multiplying the weight of gold by its purity; the same methodology is applied independent of the type of gold held by the Trust; similarly, the value of up to 430 Fine Ounces of unallocated gold the Trust may hold is calculated by multiplying the number of Fine Ounces with the price of gold determined by the Trustee as follows. The Trustee determines the net asset value (the “NAV”) of the Trust on each day that NYSE Arca is open for regular trading, as promptly as practical after 4:00 PM New York time. The NAV of the Trust is the aggregate value of the Trust’s assets less its estimated accrued but unpaid liabilities (which include accrued expenses). The Trustee computes the NAV per Share by dividing the net assets of the Trust by the number of the shares outstanding on the date the computation is made. Prior to August 7, 2023 (the “Index Change Date”), in determining the Trust’s NAV, the Trustee valued the gold held by the Trust based on the afternoon session of the twice daily fix of the price of a Fine Ounce of gold which starts at 3:00 PM London, England time and is performed in London by the ICE Benchmark Administration as an independent third-party administrator (the “LBMA PM Gold Price”). The Trustee also determines the NAV per Share. Prior to the Index Change Date, if on a day when the Trust’s NAV was being calculated the LBMA PM Gold Price for that day was not available, the Trustee valued the gold held by the Trust based on that day’s morning session of the twice daily fix of the price of a Fine Ounce of gold, which starts at 10:30 AM London, England time and is performed in London by the ICE Benchmark Administration as an independent third-party administrator (the “LBMA AM Gold Price,” and together with the LBMA PM Gold Price, the “LBMA Gold Price”). If no fix was available for the day, the Trustee valued the Trust’s gold based on the most recently announced LBMA AM Gold Price or LBMA PM Gold Price. Prior to March 20, 2015, the Trustee utilized the daily fix of the price of a Fine Ounce of gold as performed by the five members of the London gold fix, which has now been replaced by the ICE Benchmark Administration as an independent third-party administrator. On the Index Change Date, the pricing index the Sponsor uses in relation to the Shares issued by the Trust changed to the Solactive Gold Spot Index (the “Solactive Index”) in lieu of the LBMA Gold Price. Since the Index Change Date, the Trustee values the gold held by the Trust based on the Solactive Index. Solactive AG (“Solactive”) owns, calculates, and disseminates the Solactive Index. The Solactive Index is a U.S. Dollar denominated index that aims to provide a price fixing for the gold spot price quoted as U.S. Dollars per Troy Ounce (“XAU”) and determined for the close of trading on the New York Stock Exchange (“NYSE”). The Solactive Index calculates gold bullion fixing prices by taking Time Weighted Average Prices (“TWAP”) of XAU trading prices provided via ICE Data Services (“IDS”) data feed. Specifically, the Solactive Index uses a TWAP calculation to determine an average price that is time-weighted, using price values of actual transactions (“Trade Ticks”) for two specified time periods around the scheduled close of trading on the NYSE (generally, 4:00 PM Eastern Time). The TWAP is derived for (1) the period ahead of the fixing (“Time Period 1”), which consists of the five minutes before the close of trading, and (2) the period directly after the fixing (“Time Period 2”), which consists of the six seconds after the close of trading. The TWAPs for Time Period 1 and Time Period 2 are then aggregated, with 90% weighting given to Time Period 1 and 10% weighting given to Time Period 2, to calculate the Solactive Index. The TWAPs for Time Period 1 and Time Period 2 are then added together to establish the Solactive Index price. F- 9 For any calculation day t, the Solactive Index (Indext), is determined in accordance with the following formula: The Solactive Index is calculated and published by Solactive no later than 30 minutes following the close of trading on the NYSE, disseminated to major financial data providers, and made publicly available via the Trust's website. The Solactive Index calculation is based on XAU market data from IDS, which is a major provider of financial market data. The data is available through IDS's data streaming service, which covers 2,700 spot rates and over 7,500 forwards and non-deliverable forwards, with an average of over 130 million updates per day for spot. IDS compiles data from over 100 sources, including market makers, execution venues, banks and brokers from across the globe, and every updating Trade Tick of spot streaming data is available via IDS's Integrated Data Viewer service in a file-based format. It is unlikely that, on any given trading day for the Shares, there would be no Trade Ticks recorded for XAU in either Time Period 1 or Time Period 2, such that the Solactive Index calculation could not be performed on such day. Trade Ticks representing XAU are the closing prices for specific gold bullion transactions posted in a 24-hour, global, over-the-counter gold bullion market, which is not subject to trading suspensions, trading halts, or market closures. However, in the unlikely event that IDS is unable to publish pricing information for XAU, for whatever reason, during either Time Period 1 or Time Period 2 on a given trading day, the last available Solactive Index calculation will be used in accordance with Solactive's published and publicly available disruption policy. If the Sponsor determines that such price becomes inappropriate to use, it shall identify an alternate basis for evaluation to be employed by the Trustee. The Sponsor may instruct the Trustee to use a different publicly available price which the Sponsor determines to fairly represent the commercial value of the Trust's gold. 2.2. Expenses The Trustee issues shares to pay the Sponsor’s fee; the Sponsor pays the Trust’s ordinary expenses. The NAV of the Trust is used to compute the Sponsor’s fee, and the Trustee subtracts from the NAV of the Trust the amount of accrued Sponsor’s fee. To the extent the Trust issues additional shares to pay the Sponsor’s fee or sells gold to cover expenses or liabilities, the amount of gold represented by each share will decrease. New deposits of gold, received in exchange for new shares issued by the Trust, would not reverse this trend. 2.3. Creations and Redemptions of Shares Shares are issued and redeemed by the Trust in blocks of 50,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market participants (“Authorized Participants”). Investors that are not Authorized Participants may also take delivery of physical gold in exchange for their shares (“Delivery Applicants”). Authorized Participants The Trust issues and redeems Baskets only to Authorized Participants. The creation and redemption of Baskets will only be 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 will be based on the combined Fine Ounces represented by 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. F- 10 Orders to create and redeem Baskets may be placed only by Authorized Participants. An Authorized Participant must: (1) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions, (2) be a participant in DTC, and (3) must have an agreement with the Custodian establishing an unallocated account in London or have an existing unallocated account meeting the standards described herein. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any investor or Authorized Participant. A transaction fee of $ 500 will be assessed on all creation and redemption transactions. Multiple Baskets may be created on the same day, provided each Basket meets the requirements described below and that the Custodian is able to allocate gold to the Trust Allocated Account such that the Trust Unallocated Account holds no more than 430 Fine Ounces of gold at the close of a business day. Authorized Participants who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of shares. Delivery Applicants In exchange for its shares and payment of a processing fee, a Delivery Applicant will be entitled to one or more bars or coins of physical gold having approximately the total Fine Ounces represented by the shares on the day on which the Delivery Applicant’s broker-dealer submits his or her shares to the Trust in exchange for physical gold. As it is unlikely that the total Fine Ounces of physical gold will exactly correspond to the Fine Ounces represented by a specific number of shares, a Delivery Applicant will likely receive some cash representing the net sale proceeds of any excess Fine Ounces (the “Cash Proceeds”). To minimize the Cash Proceeds of any exchange, the delivery application requires that the number of shares submitted closely correspond in Fine Ounces to the Fine Ounces of physical gold that is held or that is to be acquired by the Trust for which the delivery is sought. Share submissions are processed in the order approved. Changes in the shares for the year ending January 31, 2024 are as follows: Shares Amount Shares, beginning of year at February 1, 2023 35,203,259 $ 571,416,810 Shares issued 5,944,690 114,227,672 Shares redeemed ( 1,521,919 ) ( 28,535,208 ) Shares, end of year at January 31, 2024 39,626,030 $ 657,109,274 Changes in the shares for the year ending January 31, 2023 are as follows: Shares Amount Shares, beginning of year at February 1, 2022 33,599,843 $ 532,684,047 Shares issued 7,638,953 137,482,147 Shares redeemed ( 6,035,537 ) ( 98,749,384 ) Shares, end of year at January 31, 2023 35,203,259 $ 571,416,810 Changes in the shares for the year ending January 31, 2022 are as follows: Shares Amount Shares, beginning of year at February 1, 2021 24,366,372 $ 370,737,948 Shares issued 10,223,025 179,243,246 Shares redeemed ( 989,554 ) ( 17,297,147 ) Shares, end of year at January 31, 2022 33,599,843 $ 532,684,047 F- 11 2.4. Income Taxes The Trust is treated as a “grantor trust” for U.S. federal tax purposes. As a result, the Trust itself is not subject to U.S. federal income tax. Instead, the Trust’s income and expenses “flow through” to the shareholders and the Trustee reports the Trust’s income, gains, losses and deductions 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 January 31, 2024. 2.5. Revenue Recognition Policy A gain or loss is recognized based on the difference between the selling price and the average cost method of the gold sold on a trade date basis. 3. INVESTMENT IN GOLD The following represents the changes in Ounces of gold and the respective fair value at January 31, 2024: Ounces Fair Value Beginning balance as of February 1, 2023 341,282 $ 656,592,807 Gold bullion contributed 56,653 112,428,811 Gold bullion distributed ( 14,731 ) ( 28,535,230 ) Realized gain (loss) from gold distributed from in-kind — 3,399,475 Change in unrealized appreciation (depreciation) — 36,298,490 Ending balance as of January 31, 2024 383,204 $ 780,184,353 The following represents the changes in Ounces of gold and the respective fair value at January 31, 2023: Ounces Fair Value Beginning balance as of February 1, 2022 326,554 $ 586,245,778 Gold bullion contributed 73,293 135,924,342 Gold bullion distributed ( 58,565 ) ( 98,749,370 ) Realized gain (loss) from gold distributed from in-kind — 1,178,406 Change in unrealized appreciation (depreciation) — 31,993,651 Ending balance as of January 31, 2023 341,282 $ 656,592,807 The following represents the changes in ounces of gold and the respective fair value at January 31, 2022: Ounces Fair Value Beginning balance as of February 1, 2021 237,409 $ 442,483,116 Gold bullion contributed 98,772 177,971,942 Gold bullion distributed ( 9,627 ) ( 17,297,123 ) Realized gain (loss) from gold distributed from in-kind — 1,756,856 Change in unrealized appreciation (depreciation) — ( 18,669,013 ) Ending balance as of January 31, 2022 326,554 $ 586,245,778 F- 12 4. RELATED PARTIES—SPONSOR, TRUSTEE, CUSTODIAN AND MARKETING FEES Fees paid are to the Sponsor as compensation for services performed under the Trust Agreement. Effective July 24, 2020, the Sponsor’s fee is payable at an annualized rate of 0.25 % of the Trust’s NAV, accrued on a daily basis computed on the prior Business Day’s NAV and paid monthly in arrears. Prior to July 24, 2020, the Sponsor’s fee accrued at an annualized rate of 0.40 % of the Trust’s NAV. The Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s monthly fee and out-of-pocket expenses; the Custodian’s fee; the marketing support fees and expenses (including the fees and expenses of Foreside Fund Services, LLC); expenses reimbursable under the Custody Agreement; the precious metals dealer’s fees and expenses reimbursable under its agreement with the Sponsor; exchange listing fees; Securities and Exchange Commission (the “SEC”) registration fees; printing and mailing costs; maintenance expenses for the Trust’s website; audit fees; and up to $ 100,000 per annum in legal expenses. Affiliates of the Trustee, as well as affiliates of the Custodian may from time to time act as Authorized Participants to purchase or sell gold or shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion. On October 22, 2015, the Sponsor, for the benefit of the Trust, entered into a Marketing Agent Agreement (as amended to date, the “Marketing Agreement”) with Van Eck Securities Corporation (“VanEck” or “Marketing Agent”). Pursuant to the Marketing Agreement, VanEck provides assistance in the marketing of the shares. The obligations created by the Marketing Agreement are obligations of the Sponsor of the Trust and any fees payable under the Marketing Agreement to VanEck are payable from the Sponsor’s fee (as calculated and defined in the Trust Agreement). The Trust will not incur additional financial or other performance obligations pursuant to the Marketing Agreement. 5. FINANCIAL HIGHLIGHTS The following table presents per share performance data and other supplemental financial data for the years ended January 31, 2024, 2023, 2022, 2021 and 2020 for the shareholders. This information has been derived from information presented in the financial statements. VanEck Merk Gold Trust Financial Highlights Per Share Performance (for a share outstanding throughout each year) For the Year Ended January 31, 2024 For the Year Ended January 31, 2023 For the Year Ended January 31, 2022 For the Year Ended January 31, 2021 For the Year Ended January 31, 2020 Net asset value per share, beginning of year $ 18.65 $ 17.45 $ 18.16 $ 15.48 $ 12.99 Net investment loss (a) ( 0.05 ) ( 0.04 ) ( 0.04 ) ( 0.05 ) ( 0.06 ) Net realized and unrealized gain (loss) on investment in gold bullion 1.09 1.24 ( 0.67 ) 2.73 2.55 Net change in net assets from operations 1.04 1.20 ( 0.71 ) 2.68 2.49 Net asset value per share, end of year $ 19.69 $ 18.65 $ 17.45 $ 18.16 $ 15.48 Total return, at net asset value 5.58 % 6.88 % ( 3.91 )% 17.31 % 19.17 % Ratio to average net assets Net investment loss ( 0.25 )% ( 0.25 )% ( 0.25 )% ( 0.30 )% ( 0.40 )% Net expenses 0.25 % 0.25 % 0.25 % 0.30 % 0.40 % (a) Calculated using average shares outstanding. F- 13 6. CONCENTRATION OF RISK The Trust’s sole business activity is the investment in gold bullion. Several factors could affect the price of gold: (i) global gold supply and demand, which is influenced by such factors 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 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 adverse effect on the Trust’s financial position and results of operations. 7. INDEMNIFICATION Under the Trust’s organizational documents, each of the Trustee (and its directors, employees and agents) and the Sponsor (and its members, managers, directors, officers, employees, affiliates) is indemnified against any liability, cost or expense it incurs without gross negligence, bad faith or willful misconduct 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. However, based on industry experience, management believes the risk of loss is remote. 8. SUBSEQUENT EVENTS Management has evaluated the events and transactions that have occurred through the date the financial statements were issued and noted no items requiring adjustment of the financial statements. * * * This report is submitted for the general information of the shareholders. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Trust’s risks, objectives, fees and expenses and other information. F- 14 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in its capacities* thereunto duly authorized. MERK INVESTMENTS LLC Sponsor of the VanEck Merk Gold Trust Date: March 29, 2024 /s/ Axel Merk Axel Merk President and Chief Investment Officer (Principal Executive Officer and Principal Financial Officer) * The Registrant is a trust and the person is signing in his capacity as an officer of Merk Investments LLC, the Sponsor of the Registrant. 51