Current Report Filing (8-k)
March 10 2023 - 11:22AM
Edgar (US Regulatory)
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2023-03-06
2023-03-06
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 10, 2023 (March 6, 2023)
VANECK MERK GOLD TRUST
(Exact name of registrant as specified in its charter)
New
York |
|
001-36459 |
|
46-6582016 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
of incorporation) |
|
|
|
Identification No.) |
c/o Merk Investments LLC
1150 Chestnut St
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including
area code: (650) 323-4341
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
VanEck Merk Gold Shares |
|
OUNZ |
|
NYSE Arca |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01. Changes in Registrant’s Certifying Accountant.
On March 8, 2023, Merk Investments LLC (“Merk”),
as Sponsor of the VanEck Merk Gold Trust (the “Registrant”), was notified that BBD, LLP (“BBD”), the independent
registered public accounting firm for the Registrant, completed a business combination with Cohen & Company (“Cohen”)
on March 6, 2023. As a result of this transaction, BBD has resigned its engagement with the Registrant immediately. The Registrant’s
current BBD audit team is now part of Cohen, and Merk, as Sponsor of the Registrant, has approved the engagement of Cohen to serve as
the Registrant’s independent registered public accounting firm for the Registrant’s year ended January 31, 2023.
BBD’s reports on
the Registrant’s financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended
January 31, 2023 and 2022, and during the subsequent interim period through March 8, 2023, there were (i) no disagreements (as described
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Registrant and BBD on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to BBD’s satisfaction, would
have caused BBD to make reference thereto in its reports on the financial statements for such years; and (ii) no “reportable events”
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Registrant provided
BBD with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that BBD furnish a letter addressed to
the Securities and Exchange Commission stating whether BBD agrees with the statements made herein. A copy of BBD’s letter dated
March 10, 2023 is filed as Exhibit 16.1.
During the years ended
January 31, 2023 and 2022, and the subsequent interim period through March 8, 2023, neither the Registrant nor anyone on its behalf has
consulted with Cohen regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or
the type of audit opinion that might be rendered on the Registrant’s financial statements or the effectiveness of internal control
over financial reporting, and neither a written report or oral advice was provided to the Registrant that Cohen concluded was an important
factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter
that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K; or (iii) any reportable event within
the meaning of Item 304(a)(1)(v) of Regulation S-K. The Registrant provided Cohen with a copy of the disclosures it is making in this
Current Report on Form 8-K, and Cohen has confirmed that no new information or clarification of the Registrant’s expression of its
view or other disagreements regarding Item 304(a) of Regulation S-K are applicable.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
|
|
|
16.1 |
|
BBD letter |
104 |
|
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|
MERK INVESTMENTS LLC
Sponsor of the VanEck Merk Gold Trust |
|
|
|
By: |
/s/ Axel Merk |
|
Name: |
Axel Merk |
|
Title: |
President and Chief Executive Officer
(Principal Executive Officer and Principal Financial Officer) |
March 10, 2023
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