What changed in this filing

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Item 1A. Risk Factors

2022-08-12 compared with 2021-08-13 · 106 added, 108 removed, 338 unchanged (39% of the section changed)

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Shareholders should also refer to the other

information included in this report, including the Trust’s financial statements and the related notes.

value of the Shares relates directly to the value of the platinum held by the Trust and fluctuations in the price of platinum could materially

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Shares are designed to mirror as closely as possible the performance of the price of platinum bullion, and the value of the Shares relates

directly to the value of the platinum held by the Trust, less the Trust’s liabilities (including estimated accrued but unpaid expenses).

The price of platinum has fluctuated widely over the past several years.

Several factors may affect the price of platinum, including:

Global platinum supply,

which is influenced by such factors as production and cost levels in major platinum producing countries such as South Africa.

autocatalyst demand, industrial demand, jewelry demand and investment demand are also important drivers of platinum supply and demand;

Investors’

with respect to the rate of inflation;

exchange rates;

Interest rates;

Investment and trading

activities of hedge funds and commodity funds;

Global or regional political,

economic or financial events and situations.

platinum supply, which is influenced by such factors as production and cost levels in major platinum producing countries such as

South Africa.

Recycling, autocatalyst demand, industrial demand, jewelry demand and investment demand are also important drivers

of platinum supply and demand;

expectations with respect to the rate of inflation;

and trading activities of hedge funds and commodity funds;

or regional political, economic or financial events and situations.

addition, investors should be aware that there is no assurance that platinum will maintain its long-term value in terms of purchasing

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amount of platinum represented by each Share will decrease over the life of the Trust due to the sales of platinum necessary to pay the

Sponsor’s Fee and Trust expenses.

Without increases in the price of platinum sufficient to compensate for that decrease, the price

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been assumed by the Sponsor.

For example, any taxes and other governmental charges that may be imposed on the Trust’s property

will not be paid by the Sponsor.

As part of its agreement to assume some of the Trust’s ordinary administrative expenses, the Sponsor

has agreed to pay legal fees and expenses of the Trust not in excess of $100,000 per annum.

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Even if there are no expenses other than those assumed by the

Sponsor, and there are no other liabilities of the Trust, the Trustee will still need to sell platinum to pay the Sponsor’s Fee.

The result of these sales is a decrease in the amount of platinum represented by each Share.

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decrease in the amount of platinum represented by each Share results in a decrease in its price even if the price of platinum has not

To retain the Share’s original price, the price of platinum has to increase.

Without that increase, the lesser amount

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Share and a corresponding decrease in its value.

The sale of the Trust’s platinum to pay expenses not assumed by the Sponsor or

unexpected liabilities affecting the Trust, at a time of low platinum prices could adversely affect the value of the Shares.

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of platinum largely due to forced sales and deleveraging from institutional investors such as hedge funds and pension funds.

the future may impair platinum’s price performance which would, in turn, adversely affect an investment in the Shares.

factors may have the effect of causing a decline in the prices of platinum and a corresponding decline in the price of Shares.

Autocatalysts, automobile

components that use platinum accounted for approximately 40% of the global demand in platinum in 2018.

Should global automobile sales

decline, the demand for platinum may fall and impact the price of platinum and affect the price of the Shares.

A significant change in

the attitude of speculators, investors and central banks towards platinum.

Should the speculative community take a negative view

towards platinum or central banking authorities determine to sell national platinum reserves, either event could cause a decline

in world platinum prices, negatively impacting the price of the Shares.

To the extent existing

exchange traded vehicles (“ETVs”) tracking platinum markets represent a significant proportion of demand for physical

platinum bullion, large redemptions of the securities of these ETVs could negatively affect physical platinum bullion prices and

the price and NAV of the Shares.

A widening of interest

rate differentials between the cost of money and the cost of platinum could negatively affect the price of platinum which, in turn,

could negatively affect the price of the Shares.

A combination of rising

money interest rates and a continuation of the current low cost of borrowing platinum could improve the economics of selling platinum

This could result in an increase in hedging by platinum mining companies and short selling by speculative interests, which

would negatively affect the price of platinum.

Under such circumstances, the price of the Shares would be similarly affected.

Autocatalysts,

automobile components that use platinum accounted for approximately 40% of the global demand in platinum in 2018.

Should global automobile

sales decline, the demand for platinum may fall and impact the price of platinum and affect the price of the Shares.

significant change in the attitude of speculators, investors and central banks towards platinum.

Should the speculative community

take a negative view towards platinum or central banking authorities determine to sell national platinum reserves, either event could

cause a decline in world platinum prices, negatively impacting the price of the Shares.

the extent existing exchange traded vehicles (“ETVs”) tracking platinum markets represent a significant proportion of

demand for physical platinum bullion, large redemptions of the securities of these ETVs could negatively affect physical platinum

bullion prices and the price and NAV of the Shares.

widening of interest rate differentials between the cost of money and the cost of platinum could negatively affect the price of platinum

which, in turn, could negatively affect the price of the Shares.

combination of rising money interest rates and a continuation of the current low cost of borrowing platinum could improve the economics

of selling platinum forward.

This could result in an increase in hedging by platinum mining companies and short selling by speculative

interests, which would negatively affect the price of platinum.

Under such circumstances, the price of the Shares would be similarly

Trust is a passive investment vehicle.

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price received upon the sale of Shares may be less than the value of the platinum represented by them.

result obtained by subtracting the Trust’s expenses and liabilities on any day from the price of the platinum owned by the Trust

on that day is the net asset value of the Trust which, when divided by the number of Shares outstanding on that day, results in the NAV

may trade at, above or below their NAV.

The NAV will fluctuate with changes in the market value of the Trust’s assets.

prices of Shares will fluctuate in accordance with changes in their NAVs as well as market supply and demand.

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Trust may be forced to sell platinum earlier than anticipated if expenses are higher than expected.

Trust may be forced to sell physical platinum earlier than anticipated if the Trust’s expenses are higher than estimated.

accelerated sales may result in a reduction of the NAV and the value of the Shares.

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herein and familiarize themselves with the risks associated with an investment in the Trust.

liquidation of the Trust may occur at a time when the disposition of the Trust’s platinum will result in losses to investors in

Trust may have a limited duration.

If certain events occur, at any time, the Trustee will have to terminate the Trust.

See “Description

of the Shares and the Trust Agreement—Amendment and Termination”

for more information about the termination of the Trust,

including when events outside the control of the Sponsor, the Trustee or the Shareholders may prompt the Trust’s termination.

See “Description

of the Shares and the Trust Agreement—Amendment and Termination” for more information about the termination of the Trust,

including when events outside the control of the Sponsor, the Trustee or the Shareholders may prompt the Trust’s termination.

termination of the Trust, the Trustee will sell platinum in the amount necessary to cover all expenses of liquidation, and to pay any

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your investment.

Trust is an “emerging growth company”

and it cannot be certain if the reduced disclosure requirements applicable to emerging

Trust is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging

growth companies will make the Shares less attractive to investors.

Trust is an “emerging growth company”

as defined in the JOBS Act.

Trust is an “emerging growth company” as defined in the JOBS Act.

For as long as the Trust continues to be an emerging growth

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but not to emerging public companies, which include, among other things:

Exemption from the auditor

attestation requirements under Section 404 of the Sarbanes-Oxley Act;

Reduced disclosure obligations

regarding executive compensation in the Trust’s periodic reports;

Exemption from the requirements

of holding non-binding shareholder votes on executive compensation arrangements;

Exemption from any rules

requiring mandatory audit firm rotation and auditor discussion and analysis and, unless otherwise determined by the SEC, any new

audit rules adopted by the Public Company Accounting Oversight Board.

from the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act;

disclosure obligations regarding executive compensation in the Trust’s periodic reports;

from the requirements of holding non-binding shareholder votes on executive compensation arrangements;

from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless otherwise determined by the

SEC, any new audit rules adopted by the Public Company Accounting Oversight Board.

Trust could be an emerging growth company until the last day of the fiscal year following the fifth anniversary after its initial public

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and (B) been public for at least 12 months.

The value of the Trust’s outstanding equity will be measured each year on the last

day of its second fiscal quarter.

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with the ownership of shares of a corporation.

You will only have the limited rights described under “Description of the Shares

and the Trust Agreement.”

You will only have the limited rights described under “Description of the Shares

and the Trust Agreement.”

an owner of Shares, you will not have the protections normally associated with ownership of shares in an investment company registered

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to the Trust.

Trust does not hold or trade in commodity futures contracts, “commodity interests”, or any other instruments regulated by

the CEA, as administered by the CFTC and the National Futures Association (the “NFA”).

Trust does not hold or trade in commodity futures contracts, “commodity interests”, or any other instruments regulated by

the CEA, as administered by the CFTC and the National Futures Association (the “NFA”).

Furthermore, the Trust is not a commodity

pool for purposes of the CEA and the Shares are not “commodity interests”.

Consequently, the Trustee and Sponsor are not

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is not in a position to recover the corresponding loss.

Custodian is responsible to the Trust for loss or damage to the Trust’s platinum only under limited circumstances.

The agreements

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default of its obligations under those agreements.

The Custodian’s liability will not exceed the market value of the platinum credited

to the Trust Unallocated Account and the Trust Allocated Account at the time such negligence, fraud or willful default is either discovered

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the Custodian is not liable for any delay in performance, or for the non-performance, of any of its obligations under the Custody Agreements

by reason of any cause beyond the Custodian’s reasonable control, including any act of God or war or terrorism, any breakdown,

malfunction or failure of, or connected with, any communication, computer, transmission, clearing or settlement facilities, industrial

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or in respect of the platinum held by them on behalf of the Trust.

Consequently, a loss may be suffered with respect to the Trust’s

platinum which is not covered by insurance and for which no person is liable in damages.

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that such loss will also result in a decrease in the value at which the Shares are traded on the Exchange.

the relationship between the Custodian and the Trustee concerning the Trust’s allocated platinum is expressly governed by English

law, a court hearing any legal dispute concerning that arrangement may disregard that choice of law and apply U.S.

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Claims under the Custody Agreements may only be asserted by the Trustee on behalf of the Trust.

held in the Trust Unallocated Account and any Authorized Participant’s unallocated platinum account will not be segregated from

the Custodian’s assets.

held in the Trust Unallocated Account and any Authorized Participant’s unallocated platinum account will not be segregated from

the Custodian’s assets.

If the Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Trust or any

Authorized Participant.

In addition, in the event of the Custodian’s insolvency, there may be a delay and costs incurred in identifying

the platinum bars held in the Trust Allocated Account.

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held by the Custodian and will each be an unsecured creditor of the Custodian with respect to the amount of platinum held in such unallocated

In addition, if the Custodian fails to allocate the Trust’s platinum in a timely manner, in the proper amounts or otherwise

in accordance with the terms of the Trust Unallocated Account Agreement, or if a subcustodian fails to so segregate platinum held by

it on behalf of the Trust, unallocated platinum will not be segregated from the Custodian’s assets, and the Trust will be an unsecured

creditor of the Custodian with respect to the amount so held in the event of the insolvency of the Custodian.

In the event the Custodian

becomes insolvent, the Custodian’s assets might not be adequate to satisfy a claim by the Trust or the Authorized Participant for

the amount of platinum held in their respective unallocated platinum accounts.

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liquidator for unpaid fees could delay creations and redemptions of Baskets.

time to time subcustodians may be employed by the Custodian to provide temporary custody and safekeeping of the Trust’s platinum.

The obligations of any subcustodian of the Trust’s platinum are not determined by contractual arrangements but by LPPM rules and

London bullion market customs and practices, which may prevent the Trust’s recovery of damages for losses on its platinum custodied

time to time subcustodians may be employed by the Custodian to provide temporary custody and safekeeping of the Trust’s platinum.

The obligations of any subcustodian of the Trust’s platinum are not determined by contractual arrangements but by LPPM rules and

London bullion market customs and practices, which may prevent the Trust’s recovery of damages for losses on its platinum custodied

with subcustodians.

platinum may be held by one or more subcustodians appointed by the Custodian, or employed by the subcustodians appointed by the Custodian,

until it is transported to the Custodian’s London vault premises.

Under the Trust Allocated Account Agreement, subject to certain

exclusions including the Custodian’s obligation to use commercially reasonable efforts to obtain delivery of the Trust’s

platinum bars from any subcustodians appointed by the Custodian, the Custodian is not liable for the acts or omissions of its subcustodians

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There are expected to be no written contractual arrangements

between subcustodians that hold the Trust’s platinum bars and the Trustee or the Custodian, because traditionally such arrangements

are based on the LPPM’s rules and on the customs and practices of the London bullion market.

between subcustodians that hold the Trust’s platinum bars and the Trustee or the Custodian, because traditionally such arrangements

are based on the LPPM’s rules and on the customs and practices of the London bullion market.

In the event of a legal dispute with

respect to or arising from such arrangements, it may be difficult to define such customs and practices.

The LPPM’s rules may be

subject to change outside the control of the Trust.

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breach of contract claim against a subcustodian for losses relating to the safekeeping of platinum.

If the Trust’s platinum bars

are lost or damaged while in the custody of a subcustodian, the Trust may not be able to recover damages from the Custodian or the subcustodian.

neither the Trustee nor the Custodian oversees or monitors the activities of subcustodians who may temporarily hold the Trust’s

platinum bars until transported to the Custodian’s London vault, failure by the subcustodians to exercise due care in the safekeeping

of the Trust’s platinum bars could result in a loss to the Trust.

the Trust Allocated Account Agreement, the Custodian agreed that it will hold all of the Trust’s platinum bars in its own vault

premises except when the platinum bars have been allocated in a vault other than the Custodian’s vault premises, and in such cases

the Custodian agreed that it will use commercially reasonable efforts promptly to transport the platinum bars to the Custodian’s

vault, at the Custodian’s cost and risk.

Nevertheless, there may be periods of time when some portion of the Trust’s platinum

neither the Trustee nor the Custodian oversees or monitors the activities of subcustodians who may temporarily hold the Trust’s

platinum bars until transported to the Custodian’s London vault, failure by the subcustodians to exercise due care in the safekeeping

of the Trust’s platinum bars could result in a loss to the Trust.

the Trust Allocated Account Agreement, the Custodian agreed that it will hold all of the Trust’s platinum bars in its own vault

premises except when the platinum bars have been allocated in a vault other than the Custodian’s vault premises, and in such cases

the Custodian agreed that it will use commercially reasonable efforts promptly to transport the platinum bars to the Custodian’s

vault, at the Custodian’s cost and risk.

Nevertheless, there may be periods of time when some portion of the Trust’s platinum

bars will be held by one or more subcustodians appointed by the Custodian or by a subcustodian of such subcustodian.

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Furthermore, the Trustee may have no right to visit the premises of any subcustodian

for the purposes of examining the Trust’s platinum bars or any records maintained by the subcustodian, and no subcustodian will

be obligated to cooperate in any review the Trustee may wish to conduct of the facilities, procedures, records or creditworthiness of

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addition, under the Custody Agreements, the Trustee and the Sponsor have only limited rights to visit the premises of the Custodian for

the purpose of examining the Trust’s platinum bars and certain related records maintained by the Custodian.

value of the Shares will be adversely affected if any services provided to the Trust by the Sponsor, the Custodian or the Trustee are

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Investors cannot be assured that any of the aforementioned parties will maintain any insurance with respect

to the Trust’s assets held or the services that such parties provide to the Trust and, if they maintain insurance, that such insurance

is sufficient to satisfy any losses incurred by them in respect of their relationship with the Trust.

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Although officers

and professional staff of the Sponsor’s management intend to devote as much time to the Trust as is deemed appropriate to perform

their duties, the Sponsor’s management may allocate their time and services among the Trust and the other accounts, funds or trusts.

and professional staff of the Sponsor’s management intend to devote as much time to the Trust as is deemed appropriate to perform

their duties, the Sponsor’s management may allocate their time and services among the Trust and the other accounts, funds or trusts.

The Sponsor will provide any such services to the Trust on terms not less favorable to the Trust than would be available from a non-affiliated

Sponsor and the Trustee may agree to amend the Trust Agreement without the consent of the Shareholders.

Sponsor and the Trustee may agree to amend the Trust Agreement, including to increase the Sponsor’s Fee, without Shareholder consent.

If an amendment imposes new fees and charges or increases existing fees or charges, including the Sponsor’s Fee (except for taxes

Sponsor and the Trustee may agree to amend the Trust Agreement, including to increase the Sponsor’s Fee, without Shareholder consent.

If an amendment imposes new fees and charges or increases existing fees or charges, including the Sponsor’s Fee (except for taxes

and other governmental charges, registration fees or other such expenses, or prejudices a substantial right of Shareholders), it will

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to the amendment and to be bound by the Trust Agreement as amended without specific agreement to such increase (other than through the

“negative consent”

procedure described above).

“negative consent” procedure described above).

could incur a tax liability without an associated distribution of the Trust.

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Any inability of the Trust to issue or redeem Shares or the Custodian or any sub-custodian to receive or deliver platinum as

a result of the outbreak will negatively affect the Trust’s operations.

duration of the outbreak and its effects cannot be determined with certainty.

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In addition, the outbreak could also impair the

information technology and other operational systems upon which the Trust’s service providers, including the Sponsor, the Trustee

and the Custodian, rely, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential

information technology and other operational systems upon which the Trust’s service providers, including the Sponsor, the Trustee

and the Custodian, rely, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential

tasks on behalf of the Trust.

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Each of these outcomes would negatively impact the Trust.

late February 2022, Russia launched an invasion of Ukraine, significantly amplifying already existing geopolitical tensions among Russia

and other countries in the region and in the west.

The responses of countries and political bodies to Russia’s actions, the larger

overarching tensions, and Ukraine’s military response and the potential for wider conflict may increase financial market volatility

generally, have severe adverse effects on regional and global economic markets, and cause volatility in the price of platinum and the

share price of the Trust.

The conflict in Ukraine, along with global political fallout and implications including sanctions, shipping

disruptions, collateral war damage, and a potential expansion of the conflict beyond Ukraine’s borders, could disturb the platinum

Russia is one of the world’s largest platinum producer, mining around 19 tonnes of platinum, or around 10% of the total

mined worldwide.

War and other geopolitical events in eastern Europe, including but not limited to Russia and Ukraine, may cause volatility

in commodity prices including precious metals prices.

These events are unpredictable and may lead to extended periods of price volatility.

Unresolved Staff Comments

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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-K

Item 1A. Risk Factors