SPPP 40-F
Sprott Physical Platinum & Palladium Trust (SPPP)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For
the fiscal year ended |
Commission
file number |
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English (if applicable))
| Province
of (Province or other jurisdiction of incorporation or organization) |
1040 (Primary Standard Industrial Classification Code Number (if applicable)) |
Not
Applicable (I.R.S. Employer Identification Number (if applicable)) |
(Address and telephone number of Registrant’s principal executive offices)
(
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
Indicate the number of outstanding shares of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
| No ☐ |
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
| No ☐ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging
growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.☐
Indicate
by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
ANNUAL INFORMATION FORM
The Annual Information Form of the Registrant for the fiscal year ended December 31, 2023 is filed as Exhibit 99.5 to this annual report on Form 40-F, and is incorporated herein by reference.
AUDITED FINANCIAL STATEMENTS
The Audited Financial Statements of the Registrant for the fiscal year ended December 31, 2023 are filed as Exhibit 99.6 to this annual report on Form 40-F, and are incorporated herein by reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis for the fiscal year ended December 31, 2023 is filed as Exhibit 99.6 to this annual report on Form 40-F, and is incorporated herein by reference.
CERTIFICATIONS
See Exhibits 99.1, 99.2, 99.3 and 99.4 to this annual report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Registrant’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Registrant in reports that it files with or submits to the U.S. Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods required.
No changes were made in the Registrant’s internal control over financial reporting or in other factors during the period covered by this annual report on Form 40-F that have materially affected or are reasonably likely to materially affect the Registrant’s internal control over financial reporting.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management’s report on internal control over financial reporting is filed as part of Exhibit 99.6 to this annual report on Form 40-F, and is incorporated herein by reference.
ATTESTATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The attestation report of KPMG LLP on the Registrant’s internal control over financial reporting as of December 31, 2023 accompanies the Audited Financial Statements of the Registrant for the year ended December 31, 2023 and is filed as part of Exhibit 99.6 to this annual report on Form 40-F, and is incorporated herein by reference.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
None.
NOTICE PURSUANT TO REGULATION BTR
None.
AUDIT COMMITTEE FINANCIAL EXPERT
Pursuant to the provisions of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and Rule 5.3 of NYSE Arca, the Registrant is not required to have, and does not have, an audit committee.
CODE OF ETHICS
Under the applicable provisions of Rule 5.3 of NYSE Arca, the Registrant is not required to adopt, and the Registrant has not adopted, a code of ethics.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
KPMG LLP, Toronto, ON, Canada, Auditor Firm ID: 85, have been the auditors of the Registrant since January 1, 2016. The following table presents fees for professional services rendered by KPMG LLP to the Registrant for the audit of the Registrant’s financial statements for years ended December 31, 2023 and 2022, and fees billed for other services rendered by KPMG LLP during periods from January 1, 2023 to December 31, 2023, and from January 1, 2022 to December 31, 2022. The dollar values disclosed in the following table exclude applicable taxes and administration fees.
| Year Ended | Year Ended | |||||||
| December 31, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Audit Fees(1) | $ | 95,280 | $ | 127,181 | ||||
| Audit-related Fees | — | — | ||||||
| Tax Fees(2) | 9,527 | 9,585 | ||||||
| All Other Fees | — | — | ||||||
| Total(3) | $ | 104,807 | $ | 136,766 | ||||
NOTES:
| (1) | Consist of fees related to statutory audits, related audit work in connection with registration statements, prospectus filings and other filings with various regulatory authorities, quarterly reviews of interim financial statements, and French translation. |
| (2) | Consist of fees for tax consultation and compliance services, including indirect taxes. |
| (3) | Fees paid in Canadian dollars have been converted to U.S. dollars based on the average foreign exchange rate for the year. |
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant has no off-balance sheet arrangements as defined by Form 40-F under the Securities Exchange Act of 1934, as amended.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The Registrant has no long-term contractual obligations to be disclosed pursuant to General Instruction B.12 of Form 40-F.
IDENTIFICATION OF THE AUDIT COMMITTEE
Pursuant to the provisions of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and Rule 5.3 of NYSE Arca, the Registrant is not required to have, and does not have, an audit committee.
FORWARD-LOOKING STATEMENTS
A number of statements in the documents incorporated by reference in this Form 40-F constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Registrant’s or its management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predicts”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained therein are based on the current expectations and beliefs of the Registrant and its management concerning future developments and their potential effects on the Registrant. There can be no assurance that future developments affecting the Registrant will be those that it or its management has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Registrant’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the Registrant’s or its management’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Each of the Registrant and its management undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
INTERACTIVE DATA FILE
The Interactive Data File for the fiscal year ended December 31, 2023 is filed as Exhibit 101 to this annual report on Form 40-F, and is incorporated herein by reference.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this annual report arises.
Any changes to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the Registrant.
EXHIBIT INDEX
| 97 | Sprott Physical Platinum and Palladium Trust Clawback Policy.
| |
| 99.1 | Certificate of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 99.2 | Certificate of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 99.3 | Certificate of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.4 | Certificate of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.5 | Annual Information Form of the Registrant dated March 25, 2024. | |
| 99.6 | Audited financial statements of the Registrant and notes thereto for the year ended December 31, 2023 and Reports of Independent Registered Public Accounting Firm thereon dated March 25, 2024, Management’s Report on Internal Control Over Financial Reporting and Management Report of Fund Performance of the Registrant for the year ended December 31, 2023. | |
| 99.7 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SPROTT PHYSICAL PLATINUM AND PALLADIUM TRUST | ||
| By: | Sprott Asset Management LP, by its general partner | |
| Sprott Asset Management GP Inc., as manager of | ||
| Sprott Physical Platinum and Palladium Trust | ||
| Date: March 25, 2024 | By: | /s/ John Ciampaglia |
| John Ciampaglia | ||
| Chief Executive Officer | ||