What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-09-08 compared with 2025-06-06 · 120 added, 90 removed, 217 unchanged (49% 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, 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

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.

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

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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Physical gold that the Trust will hold includes London Bars and, for the limited purposes described herein, other gold

bars and coins, without numismatic value, having a minimum fineness (or purity) of 995 parts per 1,000 (99.5%) or, for American Gold Eagle

gold coins, with a minimum fineness of 91.67%.

bars and coins, without numismatic value, having a minimum fineness (or purity) of 995 parts per 1,000 (99.5%) or, for American Gold

Eagle gold coins, with a minimum fineness of 91.67%.

Shares are issued by the Trust only in blocks

of 50,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market participants

(“Authorized Participants”).

See “Creation and Redemption of Shares— Authorized Participants ” in the

notes to our financial statements for requirements to qualify as an Authorized Participant.

Baskets may be redeemed by the Trust in exchange

for the amount of gold corresponding to their redemption value.

The Trust issues and redeems Baskets on an ongoing basis at net asset

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

of 50,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market

participants (“Authorized Participants”).

See “Creation and Redemption of Shares— Authorized Participants ”

in the notes to our financial statements for requirements to qualify as an Authorized Participant.

Baskets may be redeemed by the Trust

in exchange for the amount of gold corresponding to their redemption value.

The Trust issues and redeems Baskets on an ongoing basis

at net asset 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

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The NAV of the Trust is the aggregate value of

gold and other assets, if any, of the Trust (other than any amounts credited to the Trust’s reserve account, if any) and cash, if

any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities.

gold and other assets, if any, of the Trust (other than any amounts credited to the Trust’s reserve account, if any) and cash,

if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities.

All gold is valued based on its Fine Ounce content,

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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.

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

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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.

For any calculation day t , the Solactive

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

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.

For any calculation day t, the Solactive Index

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

The Solactive Index is calculated and published

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offered by the Trust are now known as the “VanEck Merk Gold Shares”.

Except for the name change effected pursuant to the Second

Trust Amendment, the Trust Agreement remains in full force and effect on its existing terms.

Except for the name change effected pursuant to the

Second Trust Amendment, the Trust Agreement remains in full force and effect on its existing terms.

Effective July 24, 2020, the Sponsor exercised

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basis computed on the prior business day’s NAV and paid monthly in arrears.

As of the Index Change Date, the Sponsor has changed

the pricing index it uses in relation to the Shares issued by the Trust to reference the Solactive Index in lieu of the LBMA Gold Price.

As of the Index Change Date, the Sponsor has

changed the pricing index it uses in relation to the Shares issued by the Trust to reference the Solactive Index in lieu of the LBMA

In determining the Trust’s NAV, the Trustee now values the gold held by the Trust based on the Solactive Index.

On August 20, 2024, the Sponsor and the Trustee

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

entered into a Third Amendment to Depository Trust Agreement (the “Third Trust Amendment”), 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

“VanEck Merk Gold ETF.” As a result of the name change, all references to “VanEck Merk Gold Trust” in the Trust

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 changed effected pursuant to the Third Trust Amendment, the Trust Agreement remains in full force

and effect on its existing terms.

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 and effect on its existing terms.

Change in Settlement Cycle and Amendment to

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and redemption procedures are addressed in the Authorized Participant Agreements by among the Authorized Participants, the Trustee and

the Sponsor, the Trustee and the Sponsor exercised their rights to amend each such agreement to address the new T+2 settlement cycle and

executed First Amendments to each of the Authorized Participant Agreements, effective as of September 5, 2017, and provided timely notice

of such amendment to the Authorized Participants.

Except for the foregoing amendments, the Authorized Participant Agreements remain in

full force and effect on their existing terms.

the Sponsor, the Trustee and the Sponsor exercised their rights to amend each such agreement to address the new T+2 settlement cycle

and executed First Amendments to each of the Authorized Participant Agreements, effective as of September 5, 2017, and provided timely

notice of such amendment to the Authorized Participants.

Except for the foregoing amendments, the Authorized Participant Agreements remain

in full force and effect on their existing terms.

Results from Operations

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the Trust’s 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.

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 Trustee and the Trust’s

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of the Trust.

The Three Months Ended April 30, 2025 Compared

to the Three Months Ended April 30, 2024

The Three Months Ended July 31, 2025 Compared

to the Three Months Ended July 31, 2024

The Trust’s NAV increased from $1,662,219,685

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

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

the number of Shares outstanding increases slightly.

The Trust’s NAV per Share increased 17.59%

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.

at April 30, 2025 to $1,763,218,226 at July 31, 2025, a 6.08% increase, compared to a 12.60% increase from $904,160,052 at April 30,

2024 to $1,018,106,177 at July 31, 2024.

The increase in the Trust’s NAV in the quarter ended July 31, 2025 resulted from an increase

in gold bullion held by the Trust.

The number of outstanding Shares increased from 52,339,392 Shares at April 30, 2025 to 55,607,168

Shares at July 31, 2025 due to the creation of Shares by Authorized Participants and the creation of 33,986 Shares in the quarter for

Sponsor’s fees, as compared to 26,497 Shares for such purpose in the quarter ended July 31, 2024.

The number of outstanding Shares

on July 31, 2024 was 43,037,292.

Effective July 24, 2020, 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 decreased 0.16%

during the quarter ended July 31, 2025, starting at $31.76 per Share and ending at $31.71 per Share, compared to an increase of 6.87%,

from $22.14 to $23.66 during the quarter ended July 31, 2024.

The Trust’s NAV per share decreased slightly more than the price

per ounce of gold on a percentage basis due to the Sponsor’s fees, which were 33,986 Shares in total for the quarter ended July

31, 2025, compared with 26,497 Shares paid as Sponsor’s fees in the quarter ended July 31, 2024.

The NAV per share of $33.08 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

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

June 13, 2025 was the highest during the quarter, compared with a low of $30.66 on May 14, 2025.

The change in net assets from operations for

the quarter ended July 31, 2025 was $(4,813,216), resulting from the Sponsor’s fees of $(1,079,987), a net realized gain of $816,815

from gold bullion distributed for redemptions, and a net change in unrealized depreciation on investment in gold bullion of $(4,550,044).

In comparison, the change in net assets from operations for the quarter ended July 31, 2024 was $63,741,436, resulting from the Sponsor’s

fees of $(606,009), a net realized gain of $133,437 from gold bullion distributed for redemptions, and a net change in unrealized appreciation

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Other than the Sponsor’s fee, the Trust

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.

had no expenses during the quarter ended July 31, 2025 or the quarter ended July 31, 2024.

The Six Months Ended July 31, 2025 Compared to the Six Months Ended

July 31, 2024

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

at January 31, 2025 to $1,763,218,226 at July 31, 2025, a 34.13% increase, compared to a 30.50% increase from $780,184,347 at January

31, 2024 to $1,018,106,177 at July 31, 2024.

The increase in the Trust’s NAV in the six months ended July 31, 2025 resulted from

an increase in the value of investments in gold bullion and also due to the creation of Shares as compared to the prior period.

of outstanding Shares increased from 48,664,686 Shares at January 31, 2025 to 55,607,168 Shares at July 31, 2025 due to the redemption

of 371,502 Shares offset by the creation of 7,313,984 Shares which include 63,984 Shares created for Sponsor’s fees in the six

months ended July 31, 2025, as compared to 39,642 Shares redeemed, offset by 3,450,904 shares created which include 50,904 Shares created

for Sponsor’s fees in the six months ended July 31, 2024.

The number of outstanding Shares on July 31, 2024 was 43,037,292.

July 24, 2020, 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 approximately

17.40% during the six months ended July 31, 2025, starting at $27.01 per Share and ending at $31.71 per Share, compared to an increase

of 20.16%, from $19.69 to $23.66 during the six months ended July 31, 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 63,984 Shares in total for the six months

ended July 31, 2025, compared with 50,904 Shares paid as Sponsor’s fees in the six months ended July 31, 2024.

The NAV per share

of $33.08 on June 13, 2025 was the highest during the six months ended July 31, 2025, compared with a low of $27.17 on February 3, 2025.

The change in net assets from operations for

the six months ended July 31, 2025 was $233,147,494, resulting from the Sponsor’s fees of $(1,973,954), a net realized gain of

$4,040,610 from gold bullion distributed for redemptions and a net change in unrealized appreciation on investment in gold bullion of

$231,080,838.

In comparison, the change in net assets from operations for the six months ended July 31, 2024 was $161,238,405, resulting

from the Sponsor’s fees of $(1,122,402), a net realized gain of $196,116 from gold bullion distributed for redemptions and a net

change in unrealized appreciation on investment in gold bullion of $162,164,691.

Other than the Sponsor’s fee, the Trust

had no expenses during the six months ended July 31, 2025 or the six months ended July 31, 2024.

For the calendar quarter ended July 31 2025, the Marketing Agent earned a fee of $222,448 which was paid by the Sponsor on August 21,

since the initiation of the Marketing Agent’s efforts on behalf of the Trust on October 22, 2015, a total of $2,079,897 in

Fees has been paid, representing 1.59% 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 Sponsor’s fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust.

As a result, the only ordinary expense

of the Trust during the period covered by this report was the Sponsor’s fee.

As a result, the only ordinary

expense of the Trust during the period covered by this report was the Sponsor’s fee.

The Trustee will, at the direction of the Sponsor

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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.

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

31, 2025 and July 31, 2024, the Trust did not have any cash balances.

Off-Balance Sheet Arrangements

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unaudited financial statements for further discussion of accounting policies.

Effective May 6, 2014, the Trust has adopted the

provisions of Financial Accounting Standards Topic 946, Investment Companies, and follows specialized accounting.

Effective May 6, 2014, the Trust has adopted

the provisions of Financial Accounting Standards Topic 946, Investment Companies, and follows specialized accounting.

Investment by Certain Retirement Plans

Section 408(m) of the Internal Revenue Code, as

amended (the “Code”), provides that the purchase of a “collectible” as an investment for an individual retirement

Section 408(m) of the Internal Revenue Code,

as amended (the “Code”), provides that the purchase of a “collectible” as an investment for an individual retirement

account (an “IRA”), or for a participant-directed account maintained under any plan that is tax-qualified under Code section

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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