8-K 1 d9714700_8-k.htm
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): July 26, 2022


wShares Enhanced Gold ETF
 (Exact Name of Registrant as Specified in Its Charter)


Delaware
333-235913
84-6953191
(State or Other Jurisdiction
of Incorporation or
Organization)
(Commission File Number)
(I.R.S. Employer  Identification Number)
 


2 Park Avenue, 20th Floor
New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (917) 671-9097

N/A
(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 communication 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-4c))
 
Securities registered pursuant to Section 12(b) of the Act:

 
 
TITLE OF EACH CLASS
 
 
TRADING SYMBOL(S)
NAME OF EACH EXCHANGE ON
WHICH REGISTERED
Units of Beneficial Interest
WGLD
NYSE Arca, Inc.

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On July 26, 2022, Wilshire Phoenix Funds LLC (the “Sponsor”) notified NYSE Arca, Inc. (the “Exchange”) of its decision to voluntarily close, de-list and liquidate wShares Enhanced Gold ETF (the “Trust”) and to withdraw the shares thereof from registration under the Securities Exchange Act of 1934, as amended. As of the close of regular trading on August 22, 2022 (the “Closing Date”), the Trust will no longer accept creation orders and the shares of the Trust will not be traded on the Exchange. Therefore, beginning on the Closing Date, there can be no assurance that there will be a market for the Trust’s shares.

Between the Closing Date and August 29, 2022 (the “Liquidation Date”), the Trust will begin the process of liquidating its portfolio. As a result, the Trust’s cash holdings will increase, which will result in the Trust deviating from the investment objective and strategy referenced in the Trust’s prospectus, and the Trust’s tracking error relative to its benchmark index will therefore be materially impacted. Proceeds of the liquidation, after deducting any fees, expenses, taxes or other charges payable by the Trust in accordance with the terms of the Amended and Restated Trust Agreement governing the Trust, are currently scheduled to be distributed to shareholders on or about the Liquidation Date.

Any shareholders remaining in the Trust on the Liquidation Date will automatically have their shares redeemed for cash at the net asset value as of the Liquidation Date. As calculated on the Liquidation Date, the Trust’s net asset value will reflect the costs of closing the Trust. The cash distribution will be deposited into the cash portion of shareholders’ brokerage accounts. These cash distributions are taxable events, and shareholders should consult their tax advisors about potential tax consequences.

The Sponsor announced the foregoing closure, de-listing and liquidation via a press release dated July 26, 2022. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference.

The Sponsor intends to file a post-effective amendment on behalf of the Trust to terminate the offering of the registered and unsold shares of the Trust. The Exchange will file a Form 25 with the Securities and Exchange Commission (“SEC”) to effectuate the withdrawal of the listing of the Trust from the Exchange. Delisting from the Exchange will become effective 10 days after the filing date of the Form 25. Provided that the Trust continues to meet the applicable legal requirements, the Sponsor intends to file a Form 15 on behalf of the Trust with the SEC in August 2022. The Sponsor expects the termination of registration will become effective 90 days after the date of the filing of the Form 15 with the SEC.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1



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 in the capacities* thereunto duly authorized.
 
 
 
Wilshire Phoenix Funds LLC
 
 
Sponsor of wShares Enhanced Gold ETF
 
 
(Registrant)
 
 
 
Date:
July 26, 2022
/s/ William Cai
  
 
 
William Cai*
 
 
Partner
 
 
 
 
*The Registrant is a trust and the person is signing in his capacity as an officer of Wilshire Phoenix Funds, LLC, the Sponsor of the Registrant.