What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-06-06 compared with 2024-12-06 · 66 added, 98 removed, 241 unchanged (40% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

This information should be read in conjunction

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The VanEck Merk Gold ETF (the “Trust”),

formerly 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, and then

as VanEck Merk Gold Trust prior to August 30, 2024, is an exchange-traded fund formed on May 6, 2014 under New York law pursuant to a

depositary trust agreement (as amended, the “Trust Agreement”).

The Trust is not managed like a corporation or an active investment

formerly known as the Merk Gold Trust prior to October 26, 2015, as the Van Eck Merk Gold Trust prior to April 28, 2016, and then as VanEck

merk Gold Trust prior to August 30, 2024 is an exchange-traded fund formed on May 6, 2014 under New York law pursuant to a depositary

trust agreement (as amended, the “Trust Agreement”).

The Trust is not managed like a corporation or an active investment vehicle.

It does not have any officers, directors, or employees and is administered by The Bank of New York Mellon (the “Trustee”)

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value to Authorized Participants who have entered into a contract with the Sponsor and the Trustee.

Shares of the Trust trade on the New York Stock Exchange (the “NYSE”)

Arca under the symbol “OUNZ”.

Valuation of Gold and Computation of Net Asset Value

Shares of the Trust trade on the New York Stock

Exchange (the “NYSE”) Arca under the symbol “OUNZ”.

Valuation of Gold and Computation of Net Asset

On each business day that the NYSE Arca is open

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Prior to August 7, 2023 (the “Index Change

Date”), 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”).

Date”), the Trustee would value 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 would

value 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”).

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.

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.

On the Index Change Date, the pricing index the

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Solactive Index price.

For any calculation day t, the Solactive Index

(Indext), is determined in accordance with the following formula:

For any calculation day t , the Solactive

Index ( Index t ), is determined in accordance with the following formula:

The Solactive Index is calculated and published

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change on its website.

The Sponsor’s fee is payable at an annualized rate of 0.25% of the Trust’s NAV, accrued on a daily

Prior to July 24, 2020, the Sponsor’s fee accrued at an annualized rate of 0.40% of the Trust’s NAV.

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.

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On August 20, 2024, the Sponsor and the Trustee

entered into a Third Amendment to Depository Trust Agreement (the “Third Trust Amendment”), effective as of August 30, 2024,

entered into a Third Amendment to Depository Trust Agreement (the “Third Trust Agreement”), effective as of August 30, 2024,

amending the Second Trust Agreement to effectuate a third change in the name of the Trust from “VanEck Merk Gold Trust” to

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Agreement were amended to read “VanEck Merk Gold ETF.” The Shares offered by the Trust remain known as the “VanEck Merk

Gold Shares.” Except for the name change effected pursuant to the Third Trust Amendment, the Trust Agreement remains in full force

Gold Shares.” Except for the name changed effected pursuant to the Third Trust Amendment, the Trust Agreement remains in full force

and effect on its existing terms.

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of the Trust.

The Three Months Ended October 31, 2024 Compared to the Three Months

Ended October 31, 2023

The Three Months Ended April 30, 2025 Compared

to the Three Months Ended April 30, 2024

The Trust’s NAV increased from $1,314,597,389

at July 31, 2024 to $1,241,717,488 at October 31, 2024, a 21.96% increase, compared to a 0.05% increase from $742,241,503 at July 31,

2023 to $742,611,876 at October 31, 2023.

The increase in the Trust’s NAV in the quarter ended October 31, 2024 resulted from an

on January 31, 2025 to $1,662,219,685 on April 30, 2025, a 26.44% increase, compared to a 15.89% increase from $780,184,347 on January

31, 2024 to $904,160,052 on April 30, 2024.

The increase in the Trust’s NAV in the quarter ended April 30, 2025 resulted from an

increase in the value of investments in gold bullion as compared to the prior period.

The number of outstanding Shares increased from

43,037,292 Shares at July 31, 2024 to 46,838,224 Shares at October 31, 2024 due to the creation of Shares by Authorized Participants and

the creation of 27,459 Shares in the quarter for Sponsor’s fees, as compared to 24,258 Shares for such purpose in the quarter ended

October 31, 2023.

The number of outstanding Shares on October 31, 2023 was 38,662,778.

The Sponsor’s fees

are 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.

Due to the daily accrual but monthly payment, the number of Sponsor’s fee Shares issued can vary and possibly decrease, even

as the number of Shares outstanding increases slightly.

The Trust’s NAV per Share increased 12.05%

during the quarter ended October 31, 2024, starting at $23.66 per Share and ending at $26.51 per Share, compared to an increase of 0.68%,

from $19.08 to $19.21 during the quarter ended October 31, 2023.

The Trust’s NAV per share increased slightly less than the price

per ounce of gold on a percentage basis due to the Sponsor’s fees, which were 27,459 Shares in total for the quarter ended October

31, 2024, compared with 24,258 Shares paid as Sponsor’s fees in the quarter ended October 31, 2023.

The NAV per share of $26.90

on October 30, 2024 was the highest during the quarter, compared with a low of $23.04 on August 7, 2024.

The change in net assets from operations for the

quarter ended October 31, 2024 was $127,858,849, resulting from the Sponsor’s fees of $(695,993), a net realized gain from gold

bullion distributed for redemptions of $216,650 and a net change in unrealized appreciation on investment in gold bullion of $128,338,192.

In comparison, the change in net assets from operations for the quarter ended October 31, 2023 was $4,388,052, resulting from the Sponsor’s

fees of $(451,271), a net realized gain from gold bullion distributed for redemptions of $935,883, and a net change in unrealized appreciation

on investment in gold bullion of $3,903,440.

Other than the Sponsor’s fee, the Trust

had no expenses during the quarter ended October 31, 2024 or the quarter ended October 31, 2023.

The Nine Months Ended October 31, 2024 Compared to the Nine Months

Ended October 31, 2023

The Trust’s NAV increased from $780,184,347

at January 31, 2024 to $1,241,717,488 at October 31, 2024, a 59.16% increase, compared to a 13.1% increase from $656,592,798 at January

31, 2023 to $742,611,876 at October 31, 2023.

The increase in the Trust’s NAV in the nine months ended October 31, 2024 resulted

from an increase in the value of investments in gold bullion as compared to the prior period.

The number of outstanding Shares increased

from 39,626,030 Shares at January 31, 2024 to 46,838,224 Shares at October 31, 2024 due to the creation of Shares by Authorized Participants,

and the creation of 78,363 Shares for Sponsor’s fees, as compared to 70,474 Shares for such purpose in the nine months ended October

The number of outstanding Shares at October 31, 2023 was 38,662,778.

The Sponsor’s fees are 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.

48,664,686 Shares on January 31, 2025 to 52,339,392 Shares on April 30, 2025 due to the creation of Shares by Authorized Participants

and the creation of 29,998 Shares in the quarter for Sponsor’s fees, as compared to 24,407 Shares for such purpose in the quarter

ended April 30, 2024.

The number of outstanding Shares on April 30, 2024 was 40,835,640.

The Sponsor’s fees are 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.

Due to the daily accrual but monthly payment, the number of Sponsor’s fee Shares issued can vary and possibly decrease, even as

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The Trust’s NAV per Share increased 17.59%

during the nine months ended October 31, 2024, starting at $19.69 per Share and ending at $26.51 per Share, compared to an increase of

3%, from $18.65 to $19.21 during the nine months ended October 31, 2023.

The Trust’s NAV per share increased slightly less than

the price per ounce of gold on a percentage basis due to the Sponsor’s fees, which were 78,363 Shares in total for the nine months

ended October 31, 2024, compared with 70,474 Shares paid as Sponsor’s fees in the nine months ended October 31, 2023.

share of $26.90 on October 30, 2024 was the highest during the nine months ended October 31, 2024, compared with a low of $19.25 on February

during the quarter ended April 30, 2025, starting at $27.01 per Share and ending at $31.76 per Share, compared to an increase of 12.44%,

from $19.69 to $22.14 during the quarter ended April 30, 2024.

The Trust’s NAV per share increased slightly less than the price

per ounce of gold on a percentage basis due to the Sponsor’s fees, which were 29,998 Shares in total for the quarter ended April

30, 2025, compared with 24,407 Shares paid as Sponsor’s fees in the quarter ended April 30, 2024.

The NAV per share of $32.99 on

April 21, 2025 was the highest during the quarter, compared with a low of $27.17 on February 3, 2025.

The change in net assets from operations for the

nine months ended October 31, 2024 was $289,097,254, resulting from the Sponsor’s fees of $(1,818,395), a net realized gain from

gold bullion distributed for redemptions of $412,766 and a net change in unrealized appreciation on investment in gold bullion of $290,502,883.

In comparison, the change in net assets from operations for the nine months ended October 31, 2023 was $19,501,674, resulting from the

Sponsor’s fees of $(1,319,825), a net realized gain from gold bullion distributed for redemptions of $1,545,325 and a net change

in unrealized appreciation on investment in gold bullion of $19,276,174.

quarter ended April 30, 2025 was $237,960,710, resulting from the Sponsor’s fees of $(893,967), a net realized gain of $3,223,795

from gold bullion distributed for redemptions, and a net change in unrealized appreciation on investment in gold bullion of $235,630,882.

In comparison, change in net assets from operations for the quarter ended April 30, 2024 was $97,496,969, resulting from the Sponsor’s

fees of $(516,393), a net realized gain of $62,679 from gold bullion distributed for redemptions, and a net change in unrealized appreciation

on investment in gold bullion of $97,950,683.

Other than the Sponsor’s fee, the Trust

had no expenses during the nine months ended October 31, 2024 or the nine months ended October 31, 2023.

For the calendar quarter ended October 31, 2024,

the Marketing Agent earned a fee of $168,877.98 which was paid by the Sponsor on November 8, 2024;

since the initiation of the Marketing

Agent’s efforts on behalf of the Trust on October 22, 2015, a total of $1,438,482.38 in Fees has been paid, representing 1.4% of

the maximum fee potentially payable to the Marketing Agent pursuant to the Marketing Agent Agreement.

Effective July 24, 2020, the Sponsor

and the Marketing Agent amended the fee structure under the Marketing Agent Agreement, however the financial obligations created thereunder

remain the obligations of the Sponsor of the Trust, any fees payable thereunder remain payable from the Sponsor’s fee and the cap

on the fees payable to the Marketing Agent remains unchanged.

had no expenses during the quarter ended April 30, 2025 or the quarter ended April 30, 2024.

For the calendar quarter ended March 31, 2025,

the Marketing Agent earned a fee of $190,571.74;

since the initiation of the Marketing Agent’s efforts on behalf of the Trust on

October 22, 2015, a total of $1,857,449 in Fees has been paid, representing 1.58% of the Maximum Fee potentially payable to the Marketing

Agent pursuant to the Marketing Agent Agreement.

Effective July 24, 2020, the Sponsor and the Marketing Agent amended the fee structure

under the Marketing Agent Agreement, however the financial obligations created thereunder remain the obligations of the Sponsor of the

Trust, any fees payable thereunder remain payable from the Sponsor’s fee and the cap on the fees payable to the Marketing Agent

remains unchanged.

Liquidity and Capital Resources

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The Trustee will not sell gold to pay the Sponsor’s fee but will pay the Sponsor’s fee in Shares in lieu of cash.

31, 2024 and October 31, 2023, the Trust did not have any cash balances.

30, 2025 and April 30, 2024, the Trust did not have any cash balances.

Off-Balance Sheet Arrangements

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participant for whom the Tax-Qualified Account is maintained, of an amount equal to the cost to the account of acquiring the collectible.

The Trust, through the Sponsor, has received a private letter ruling from the Internal Revenue Service that provides that (1) the acquisition

of Shares by an IRA or a Tax-Qualified Account will not constitute the acquisition of a collectible and (2) an IRA or such an account’s

owning Shares will not be treated as having made a distribution to the IRA owner or plan participant under Code section 408(m) solely

by virtue of owning those Shares.

If a redemption of Shares results in the delivery of gold to an IRA or Tax-Qualified Account, however,

that exchange would constitute the acquisition of a collectible to the extent provided under that section.

What changed 10-Q

Item 2. Management’s Discussion and Analysis