Form 40FR12B/A Sprott Physical Copper
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
(Amendment No. 1)
| x | 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 |
SPROTT PHYSICAL COPPER TRUST
(Exact name of Registrant as specified in its charter)
| Ontario | 1090 | Not Applicable | ||
|
(Province or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Royal Bank Plaza,
South Tower
200 Bay Street, Suite 2600
Toronto, Ontario
Canada M5J 2J1
(416) 943-8099
(Address and telephone number of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Copies to:
|
Ryan J. Dzierniejko Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 (212) 735-3000 |
J. R. Laffin Stikeman Elliott LLP 5300 Commerce Court West 199 Bay Street Toronto, Ontario M5L 1B9 Canada (416) 869-5500 |
Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”):
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Units | SCOP | NYSE Arca |
Securities registered or to be registered pursuant
to Section 12(g) of the Exchange Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None
For annual reports, indicate by check mark the information filed with this Form:
| ¨ Annual information form | ¨ Audited annual financial statements |
Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by this annual report:
N/A
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 (or 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.
Yes ¨ No x
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Yes ¨ 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. x
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. ¨
† 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.
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 Exchange 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). ¨
EXPLANATORY NOTE
Sprott Physical Copper Trust (the “Registrant”) is a Canadian issuer whose trust units are listed on the Toronto Stock Exchange (the “TSX”) and is eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the Canada/U.S. Multijurisdictional Disclosure System. The Registrant filed a Registration Statement on Form 40-F on February 20, 2026 (File No. 001-43161) (as amended, the “Registration Statement”).
The Registrant is filing this Amendment No. 1 to the Registration Statement to (i) include additional exhibits, each of which is incorporated by reference in the Registration Statement, (ii) amend the exhibit references under the headings “Cautionary Note Regarding Forward-Looking Statements,” “Documents Filed as Part of the Registration Statement” and “Description of Securities” and (iii) amend the disclosure that appears under the heading “Differences in United States and Canadian Reporting Practices.” No other amendment to the Registration Statement is being effected hereby.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in the Registration Statement and the exhibits attached hereto are forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are subject to risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied. Investors are cautioned not to put undue reliance on forward-looking statements. Applicable risks and uncertainties include, but are not limited to, those identified under the heading “Risks” in the Registrant’s Management Report of Fund Performance for year ended December 31, 2025, and under the heading “Risk Factors” in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2025, each attached hereto as Exhibits 99.6 and 99.2, respectively, and in each case incorporated herein by reference, and in other filings that the Registrant has made and may make with applicable securities authorities in the future. Except as required by applicable law, the Registrant does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The documents filed as Exhibits 99.1 through 99.19 contain all information material to an investment decision that the Registrant, since January 1, 2024: (i) made or was required to make public pursuant to the laws of any Canadian jurisdiction; (ii) filed or was required to file with the TSX and which was made public by the TSX; or (iii) distributed or was required to distribute to its security holders. The Registrant has filed the consent of KPMG LLP as Exhibit 99.20.
DESCRIPTION OF SECURITIES
The required disclosure containing a description of the securities to be registered is included under the headings “Description of Units,” “Calculation of Net Asset Value,” “Redemption of Units” and “Distribution Policy” in the Registrant’s Annual Information Form for the fiscal year ended December 31, 2025, dated March 13, 2026, attached hereto as Exhibit 99.2.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare reports it files in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which have been filed as exhibits to the Registration Statement, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
CURRENCY
Unless otherwise indicated, all dollar amounts in the Registration Statement are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on December 31, 2025, based upon the daily average closing rate as quoted by the Bank of Canada, was U.S.$1.00 = C$1.3706. The exchange rate of Canadian dollars into United States dollars, on April 28, 2026, based upon the daily average closing rate as quoted by the Bank of Canada, was US$1.00 = C$1.3678.
2
TAX MATTERS
Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in the Registration Statement.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any “off-balance sheet arrangements” (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking
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 registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
B. Consent to Service of Process
Concurrently with the initial filing of the Registration Statement on Form 40-F, the Registrant and its trustee have filed with the Commission a written irrevocable consent and power of attorney on Form F-X. Any change to the name or address of the Registrant’s or its trustee’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
3
EXHIBIT INDEX
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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: April 29, 2026 | SPROTT PHYSICAL COPPER TRUST By: Sprott Asset Management LP, by its general partner Sprott Asset Management GP Inc., as manager of Sprott Physical Copper Trust | ||
| By: | /s/ John Ciampaglia | ||
| Name: | John Ciampaglia | ||
| Title: | Chief Executive Officer | ||
ATTACHMENTS / EXHIBITS
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