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Item 1A. Risk Factors

2025-08-11 compared with 2024-08-15 · 181 added, 81 removed, 374 unchanged (41% of the section changed)

should consider carefully the risks described below before making an investment decision.

Shareholders should also refer to the other

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

making an investment decision, you should consider carefully the risks described below, as well as the other information included in

this prospectus.

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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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’ expectations

with respect to the rate of inflation;

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;

exchange rates;

Interest rates;

Investment and trading

activities of hedge funds and commodity funds;

Global or regional political,

economic or financial events and situations.

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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decline proportionately.

Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative to

the NAV per Share may widen as a result of non-concurrent trading hours between the NYSE Arca, London and COMEX.

Shares may trade at, above or below the NAV per Share.

The NAV per Share fluctuates with changes in the market value of the Trust’s

The trading price of the Shares fluctuates in accordance with changes in the NAV per Share as well as market supply and demand.

The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading

hours between the NYSE Arca and the major platinum markets.

While the Shares trade on the NYSE Arca until 4:00 p.m.

New York time, liquidity

in the market for platinum is reduced after the close of the major world platinum markets, including London and the COMEX.

during this time, trading spreads, and the resulting premium or discount on the Shares, may widen.

possible “short squeeze” due to a sudden increase in demand of Shares that largely exceeds supply may lead to price volatility

in the Shares.

may purchase Shares to hedge existing platinum exposure or to speculate on the price of platinum.

Speculation on the price of platinum

may involve long and short exposures.

To the extent aggregate short exposure exceeds the number of Shares available for purchase (for

example, in the event that large redemption requests by Authorized Participants dramatically affect Share liquidity), investors with

short exposure may have to pay a premium to repurchase Shares for delivery to Share lenders.

Those repurchases may in turn, dramatically

increase the price of the Shares until additional Shares are created through the creation process.

This is often referred to as a “short

squeeze.” A short squeeze could lead to volatile price movements in Shares that are not directly correlated to the price of platinum.

activity in the platinum market associated with the purchase of Baskets from the Trust may cause a temporary increase in the price of

This increase may adversely affect an investment in the Shares.

activity associated with acquiring the platinum required for deposit into the Trust in connection with the creation of Baskets may temporarily

increase the market price of platinum, which will result in higher prices for the Shares.

Temporary increases in the market price of

platinum may also occur as a result of the purchasing activity of other market participants.

Other platinum market participants may attempt

to benefit from an increase in the market price of platinum that may result from increased purchasing activity of platinum connected

with the issuance of Baskets.

Consequently, the market price of platinum may decline immediately after Baskets are created.

of platinum declines, the trading price of the Shares may also decline.

Shares and their value could decrease if unanticipated operational or trading problems arise.

may be unanticipated problems or issues with respect to the mechanics of the Trust’s operations and the trading of the Shares that

could have a material adverse effect on an investment in the Shares.

In addition, although the Trust is not actively “managed”

by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s past experience

and qualifications may not be suitable for solving these problems or issues.

Discrepancies,

disruptions or unreliability of the LBMA Platinum Price could impact the value of the Trust’s platinum and the market price of

Trustee values the Trust’s platinum pursuant to the LBMA Platinum Price.

In the event that the LBMA Platinum Price proves to be

an inaccurate benchmark, or the LBMA Platinum Price varies materially from the prices determined by other mechanisms for valuing platinum,

the value of the Trust’s platinum and the market price of the Shares could be adversely impacted.

Any future developments in the

LBMA Platinum Price, to the extent it has a material impact on the LBMA Platinum Price, could adversely impact the value of the Trust’s

platinum and the market price of the Shares.

It is possible that electronic failures or other unanticipated events may occur that could

result in delays in the announcement of, or the inability of the benchmark to produce, the LBMA Platinum Price on any given date.

any actual or perceived disruptions that result in the perception that the LBMA Platinum Price is vulnerable to actual or attempted manipulation

could adversely affect the behavior of market participants, which may have an effect on the price of platinum.

If the LBMA Platinum Price

is unreliable for any reason, the price of platinum and the market price for the Shares may decline or be subject to greater volatility.

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

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of platinum represented by the Share will have a correspondingly lower price.

If these increases do not occur or are not sufficient to

counter the lesser amount of platinum represented by each Share, you will sustain losses on your investment in Shares.

If these increases do not occur, or are not sufficient

to counter the lesser amount of platinum represented by each Share, you will sustain losses on your investment in Shares.

increase in the Trust expenses not assumed by the Sponsor, or the existence of unexpected liabilities affecting the Trust, will force

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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 39% of the global demand in platinum for 2021.

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 increase in platinum hedging activity by platinum producers.

Should there be an increase in the level of hedge activity

of platinum producing companies, it could cause a decline in world platinum prices, adversely affecting 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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your investment.

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.

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

company it may choose to take advantage of certain exemptions from various reporting requirements applicable to other public companies

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.

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

offering, or until the earliest of (1) the last day of the fiscal year in which it has annual gross revenue of $1 billion or more, (2)

the date on which it has, during the previous three year period, issued more than $1 billion in non-convertible debt or (3) the date

on which it is deemed to be a large accelerated filer under the federal securities laws.

The Trust will qualify as a large accelerated

filer as of the first day of the first fiscal year after it has (A) more than $700 million in outstanding equity held by nonaffiliates

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.

the JOBS Act, emerging growth companies are also permitted to elect to delay adoption of new or revised accounting standards until companies

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

under the Investment Company Act of 1940, as amended, or the protections afforded by the Commodity Exchange Act of 1936.

under the Investment Company Act, or the protections afforded by the Commodity Exchange Act.

Trust is not registered as an investment company for purposes of United States federal securities laws, and is not subject to regulation

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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

subject to registration as commodity pool operators or commodity trading advisors with respect to the Trust or the Shares.

of Shares do not receive the CEA disclosure document and certified annual report required to be delivered by a registered commodity pool

operator or a commodity trading advisor with respect to the Trust, and the owners of Shares do not have the regulatory protections provided

to investors in commodity pools operated by registered commodity pool operators or advised by commodity trading advisors.

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

Furthermore, the

Trust is not a commodity pool for purposes of the Commodity Exchange Act and the Shares are not “commodity interests”.

Consequently,

the Trustee and Sponsor are not subject to registration as commodity pool operators or commodity trading advisors with respect to the

Trust or the Shares.

The owners of Shares do not receive the Commodity Exchange Act disclosure document and certified annual report required

to be delivered by a registered commodity pool operator or a commodity trading advisor with respect to the Trust, and the owners of Shares

do not have the regulatory protections provided to investors in commodity pools operated by registered commodity pool operators or advised

by commodity trading advisors.

investment in the Shares may be adversely affected by competition from other methods of investing in platinum.

Trust competes with other financial vehicles, including traditional debt and equity securities issued by companies in the platinum industry

and other securities backed by or linked to platinum, direct investments in platinum and investment vehicles similar to the Trust.

and financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive to invest in other financial

vehicles or to invest in platinum directly, which could limit the market for the Shares and reduce the liquidity of the Shares.

price of platinum may be affected by the sale of ETVs tracking the platinum market.

the extent existing ETVs tracking the platinum market represent a significant proportion of demand for physical platinum, large redemptions

of the securities of these ETVs could negatively affect physical platinum prices and the price and NAV of the Shares.

value of the Shares will be adversely affected if platinum owned by the Trust is lost or damaged in circumstances in which the Trust

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such subcustodian.

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.

addition, the ability of the Trustee to monitor the performance of the Custodian may be limited because 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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social and economic risks in certain countries or globally.

COVID-19 outbreak will have serious negative effects on social, economic and financial systems, including significant uncertainty and

volatility in the financial markets.

For instance, the suspension of operations of mines, refineries and vaults that extract, produce

or store platinum, restrictions on travel that delay or prevent the transportation of platinum, and an increase in demand for platinum

may disrupt supply chains for platinum, which could cause secondary market spreads to widen and compromise our ability to make settlements

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.

COVID-19 outbreak has had and may continue to have serious negative effects on social, economic and financial systems, including significant

uncertainty and volatility in the financial markets.

For instance, the suspension of operations of mines, refineries and vaults that

extract, produce or store platinum, restrictions on travel that delay or prevent the transportation of platinum, and an increase in demand

for platinum may disrupt supply chains for platinum, which could cause secondary market spreads to widen and compromise our ability to

make settlements on time.

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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Each of these outcomes would negatively impact the Trust.

and other geopolitical events, including but not limited to the war between Russia and Ukraine or the war between Israel and Hamas, outbreaks

or public health emergencies (as declared by the World Health Organization), the continuation or expansion of war or other hostilities,

or a prolonged government shutdown may cause volatility in the price of platinum due to the importance of a country or region to the

platinum market, market access restrictions imposed on some local platinum producers and refiners, potential impacts to global transportation

and shipping and other supply chain disruptions.

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

operations of the Trust, the exchanges, brokers and counterparties with which the Trust does business, and the markets in which the Trust

does business could be severely disrupted in the event of a major terrorist attack, cyber-attack, data breach, outbreak or public health

emergency as declared by the World Health Organization (such as the spread of the novel coronavirus known as COVID-19), or the continuation

or expansion of war or other hostilities.

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

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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.

On March 6, 2022, the LBMA suspended its accreditation of six Russian precious metals refiners, hence suspending their

access the world’s largest gold market.

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.

terrorist attacks, anti-terrorism initiatives, and political unrest, as well as the adverse impact the COVID-19 pandemic has had on the

global and U.S.

markets and economy, continue to fuel concerns.

For example, the COVID-19 pandemic may continue to adversely impact the

level of services currently provided by the U.S.

government, could weaken the U.S.

economy, and interfere with the commodities markets

that rely upon data published by U.S.

federal government agencies.

The types of events discussed above, including the COVID-19 pandemic,

are highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant

market losses.

generally, a climate of uncertainty and panic, including the contagion of the COVID-19 virus and other infectious viruses or diseases,

may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases

the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections.

Under these circumstances, the Trust may have difficulty achieving its investment objective which may adversely impact performance.

such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including,

but not limited to, the Sponsor and third party service providers), sectors, industries, markets, securities and commodity exchanges,

currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the Trust’s

These factors could cause substantial market volatility, exchange trading suspensions and closures that could impact the ability

of the Trust to complete redemptions and otherwise affect Trust performance and Trust trading in the secondary market.

A widespread crisis

may also affect the global economy in ways that cannot necessarily be foreseen at the current time.

How long such events will last and

whether they will continue or recur cannot be predicted.

Impacts from these events could have significant impact on the Trust’s

performance, resulting in losses to your investment.

The current and future global economic impact may cause the underlying assumptions

and expectations of the Trust to become outdated quickly or inaccurate, resulting in significant losses.

Relating to Prior Securities Issuances

of the Trust’s securities are subject to federal and state securities laws, and certain holders of shares of beneficial interest

issued by the Trust may be entitled to rescission.

of securities are subject to federal and state securities laws.

Between November 1, 2020 and December 14, 2020, the Trust issued an aggregate

of 400,000 shares representing units of fractional undivided beneficial interests in the net assets of the Trust.

During such period,

the Trust’s Registration Statement on Form S-1 (File No.

333-221325) to register the November Shares was not “current”

because the registration statement had not been amended to include the Trust’s most recent audited financial statements.

the sales of the November Shares were not registered under federal and state securities laws.

Consequently, purchasers of the November

Shares may seek to rescind the sales, in which case the Trust could be liable for rescission payments to them in the amount of their

aggregate original purchase price plus applicable interest.

If one or more holders were to successfully seek such rescission or prevail

in any such suit, the Trust’s financial condition and results of operations may be adversely affected.

As of the date hereof, the

Trust has not received any claims for rescission or damages or claims relating to any other liability stemming from the Trust’s

issuance of the November Shares.

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