As
filed with the Securities and Exchange Commission on December 14, 2020.
Registration
No. 333-221325
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-
Effective Amendment No. 4
to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GraniteShares
Platinum Trust
(Exact
name of registrant as specified in its charter)
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New
York
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82-6644954
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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
GraniteShares LLC
205
Hudson Street – 7th Floor
New
York, NY 10013
(646)
876-5096
(Address,
including zip code, and telephone number, including
area
code, of registrant’s principal executive offices)
Copies
to:
W.
Thomas Conner, Esq.
Vedder
Price P.C.
1401
I Street NW
Suite
1100
Washington,
DC 20005
(202)
312-3331
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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: [X]
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 post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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Emerging
growth company [X]
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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.
[X]
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
GraniteShares
Platinum Trust (the “Trust”) previously filed with the U.S. Securities and Exchange Commission (the “SEC”)
a Registration Statement on Form S-1 (File No. 333-221325), which was originally declared effective by the SEC on January 17,
2018 (the “Registration Statement”). The Registration Statement was previously amended pursuant to Post-Effective
Amendment No. 1, Post-Effective Amendment No. 2 and Post-Effective Amendment No. 3. This Post-Effective Amendment No. 4 to the
Registration Statement is being filed for the purpose of including in the Registration Statement, as amended, the additions and
modifications described in the supplement included herein. This Post-Effective Amendment does not amend any other part of the
Registration Statement except as specifically noted herein.
As
described in the Trust’s Current Report on Form 8-K, which was filed on December 14, 2020, the Trust has temporarily suspended
the creation of Baskets until such time as this Post-Effective Amendment has been declared effective by the SEC.
All
filing fees payable in connection with the registration of the shares registered by the Registration Statement on Form S-1 were
paid by the Trust at the time of the initial filing of such Registration Statement. No additional securities are registered hereby.
GRANITESHARES
PLATINUM TRUST
Supplement
dated December 14, 2020
to
Prospectus
dated October 29, 2019
This
Supplement dated December 14, 2020 amends and supplements the prospectus dated October 29, 2019 (the “Prospectus”),
and should be read in conjunction with, and must be delivered with, the Prospectus. Capitalized terms and certain other terms
used in this Supplement, unless otherwise defined in this Supplement, have the meanings assigned to them in the Prospectus.
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1.
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The
following risk factor has been added to the section of the Trust’s prospectus titled “RISK FACTORS”:
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Risks
Relating to Prior Securities Issuances
Issuances
of the Trust’s securities are subject to federal and state securities laws, and certain holders of common stock issued by
the Trust may be entitled to rescission.
Issuances
of securities are subject to federal and state securities laws. Between November 1, 2020 and December 14, 2020, the Trust issued
an aggregate of 400,000 shares of common stock (the “November Shares”). During such period, the Trust’s Registration
Statement on Form S-1 (File No. 333-221325) to register the November Shares was not “current” because the registration
statement had not been amended to include the Trust’s most recent audited financial statements. As a result, the sales of
the November Shares were not registered under federal and state securities laws. Consequently, purchasers of the November Shares
may seek to rescind the sales, in which case the Trust could be liable for rescission payments to them in the amount of their
aggregate original purchase price plus applicable interest. If one or more holders were to successfully seek such rescission or
prevail in any such suit, the Trust’s financial condition and results of operations may be adversely affected. As of the
date hereof, the Trust has not received any claims for rescission or damages or claims relating to any other liability stemming
from the Trust’s issuance of the November Shares.
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2.
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The
section of the Trust’s prospectus titled “EXPERTS” is hereby superseded and replaced in its entirety by
the following:
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EXPERTS
The
financial statements of the Trust as of and for the period ending June 30, 2020 have been incorporated by reference herein in
reliance upon the report of [____], an independent registered public accounting firm, and upon the authority of said firm
as experts in accounting and auditing.
The
financial statements of the Trust as of and for the periods ending June 30, 2018 and June 30, 2019 have been incorporated by reference
herein in reliance upon the report of [____], the Trust’s prior independent registered public accounting firm, and upon
the authority of said firm as experts in accounting and auditing.
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3.
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The
section of the Trust’s prospectus titled “INCORPORATION OF CERTAIN INFORMATION BY REFERENCE” is hereby superseded
and replaced in its entirety by the following:
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Incorporation
of Certain Information by Reference
The
Trust is a reporting company and file annual, quarterly and current reports and other information with the SEC. The rules of the
SEC allow the Trust to “incorporate by reference” information that the Trust files with them, which means that the
Trust can disclose important information to you by referring you to those documents. The information incorporated by reference
is an important part of this prospectus. This prospectus incorporates by reference the documents set forth below that have been
previously filed with the SEC and any future filings that the Trust makes with the SEC under Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act (in each case other than those documents or portions of those documents not deemed to have been filed in accordance
with the SEC rules) between the date of this prospectus and the termination of the offering of the securities to be issued under
the registration statement:
Any
statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document
that also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The
Trust will provide to each person to whom a prospectus is delivered, including any beneficial owner, a copy of any document incorporated
by reference in the prospectus (excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference
in that document) at no cost, upon written or oral request at the following address or telephone number:
GraniteShares
Platinum Trust
205
Hudson Street, 7th Floor
New
York, NY 10013
(844)
476-8747
The
Trust’s Internet website is www.graniteshares.com. The Trust makes its electronic filings with the SEC, including its annual
reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports available on
its website free of charge as soon as practicable after the Trust files or furnish them with the SEC. The information contained
on the Trust’s website is not incorporated by reference in this prospectus and should not be considered a part of this prospectus.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
Set
forth below is an estimate (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts)
payable by the registrant in connection with the issuance and distribution of the Shares pursuant to the prospectus contained
in this registration statement.
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SEC registration fee (actual)
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$
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0
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Auditor’s fees and expenses
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$
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2,000
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Legal fees and expenses
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$
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10,000
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Printing expenses
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$
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3,000
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Total
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$
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15,000
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Item
14. Indemnification of Directors and Officers.
The
Trust Agreement provides that the Sponsor, its members, managers, directors, officers, employees, affiliates and subsidiaries
(each, a “Sponsor Indemnified Party”) shall be indemnified from the Trust and held harmless against any loss, liability
or expense (including, but not limited to, the reasonable fees and expenses of counsel) arising out of or in connection with the
performance of its obligations under the Trust Agreement and each other agreement entered into by the Sponsor, in furtherance
of the administration of the Trust or any actions taken in accordance with the provisions of the Trust Agreement incurred without
(i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such Sponsor Indemnified Party in connection
with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance
with the provisions of the Trust Agreement or any such other agreement or (ii) reckless disregard on the part of such Sponsor
Indemnified Party of its obligations and duties under the Trust Agreement. Such indemnity shall include payment from the Trust
of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself against any claim or liability in its
capacity as Sponsor.
Item
15. Recent Sales of Unregistered Securities.
None.
Item
16. Exhibits and Financial Statement Schedules.
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(a)
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Exhibit.
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The
exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which is incorporated
herein by reference.
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(b)
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Financial
Statement Schedules. Not applicable.
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Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided,
however, that: (1)(i), (ii), and (iii) of this Section do not apply if the registration statement is on Form S-1, Form S-3, Form
SF-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or, as to a registration statement on Form
S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
If the registrant is relying on Rule 430B:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
(ii)
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
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(5)
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That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
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The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(6)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on December 14, 2020.
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GRANITESHARES
LLC
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Sponsor
of the GraniteShares Platinum Trust
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By:
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/s/
William Rhind
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Name:
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William
Rhind
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Title:
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Chief
Executive Officer and Chief Financial Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities* and on the dates indicated.
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Signature
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Title
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Date
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/s/
William Rhind
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Chief
Executive Officer and Chief Financial Officer
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December
14, 2020
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William
Rhind
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(principal
executive officer and principal financial officer)
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/s/
Benoit Autier
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Chief
Accounting Officer
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December
14, 2020
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Benoit
Autier
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(principal
accounting officer)
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*
The registrant is a trust and the persons are signing in their capacities as officers of GraniteShares LLC, the Sponsor of the
registrant.
*To
be filed by amendment
(1)
Previously filed as an exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (333-221325),
filed on January 12, 2018 and incorporated by reference herein.
(2)
Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (333-221325), filed on November
3, 2017 and incorporated by reference herein.
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