As filed with the Securities and Exchange Commission on March 17, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SPDR® Gold MiniSharesSM Trust
a series of
WORLD GOLD TRUST
SPONSORED BY WGC USA ASSET MANAGEMENT COMPANY, LLC
(Exact name of Registrant as specified in its charter)
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Delaware
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61-6588857
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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c/o WGC USA Asset Management Company, LLC
685 Third Avenue, 27th Floor
New York, New York 10017
(212) 317-3800
(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices)
WGC USA Asset
Management Company, LLC
685 Third Avenue, 27th Floor
New York, New York 10017
(212) 317-3800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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Steven J. Glusband, Esq.
Ann B. Pace, Esq.
Carter
Ledyard & Milburn LLP
2 Wall Street
New York, New York 10005
(212) 732-3200
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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined
by market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF
REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
aggregate price
per
share(1)
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Proposed
maximum
aggregate
offering price(1)
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Amount of
registration fee
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SPDR®
Gold MiniSharesSM
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120,000,000
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$14.76
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$1,771,200,000
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$229,901.76
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933 on the basis of the average of the high and the low prices ($15.14 and $14.38, respectively) of the shares of SPDR® Gold MiniSharesSM (the Shares) as reported on March 16, 2020 by the NYSE Arca, Inc.
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Pursuant
to Rule 429(a) under the Securities Act, the prospectus (Prospectus) included in this Registration Statement on Form S-3 (this Registration Statement) is a combined prospectus and also
relates to an aggregate of 130,800,000 Shares registered and remaining unsold as of March 13, 2020 under the registrants registration statement on Form S-1 (No.
333-229381) (the Prior Registration Statement), which became effective on January 25, 2019. Pursuant to Rule 429(b), this Registration Statement, upon effectiveness, also constitutes a
post-effective amendment to the Prior Registration Statement, which post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the
Securities Act.
This Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of
1933.