SPPP Sprott Physical Platinum and Palladium Trust

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 40-F

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OR

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SPROTT PHYSICAL PLATINUM AND

PALLADIUM TRUST

(Exact name of Registrant as specified in its charter)

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Not Applicable

(Translation of Registrant’s Name into English (if applicable))

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Suite 2600, South Tower

Royal Bank Plaza

200 Bay Street

Toronto, Ontario

Canada, M5J 2J1

(Address and telephone number of Registrant’s principal executive offices)

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Anthony Tu-Sekine

Seward & Kissel LLP

901 K Street NW, Suite 800

Washington, DC 20001

(202) 737-8833

(Name, address (including zip code) and telephone number (including area code) of agent for service in the
United States)

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Securities registered pursuant to Section 12(b) of the Act:

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Securities registered pursuant to Section 12(g) of the Act: None

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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For annual reports, indicate by check mark the information filed with this Form:

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þ Annual Information Form        þ Audited annual financial statements

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Indicate the number of outstanding shares of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

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7,021,453

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Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.

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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.

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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).

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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.◻

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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. ⌧

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† 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.

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ANNUAL INFORMATION FORM

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The Annual Information Form of the Registrant for the fiscal year ended December 31, 2020 is filed as Exhibit 99.5 to this annual report on Form 40-F, and is incorporated herein by reference.

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AUDITED FINANCIAL STATEMENTS

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The Audited Financial Statements of the Registrant for the fiscal year ended December 31, 2020 are filed as Exhibit 99.6 to this annual report on Form 40-F, and are incorporated herein by reference.

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