Registration statement under Securities Act of 1933



STYLE="font: 10pt Times New Roman, Times, Serif">











As
filed with the Securities and Exchange Commission on October 14, 2022









Registration
No. 333-[______]


















UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






WASHINGTON,
D.C. 20549










FORM
S-3






REGISTRATION
STATEMENT UNDER






THE
SECURITIES ACT OF 1933










ABRDN
PRECIOUS METALS BASKET ETF TRUST





(Exact
name of Registrant as specified in its charter)

























New
York








27-2780046




(State or other jurisdiction
of






(I.R.S. Employer



incorporation or
organization)






Identification No.)









c/o
abrdn ETFs Sponsor LLC






1900
Market Street, Suite 200






Philadelphia,
PA 19103






844-383-7289





(Address,
including zip code, and telephone number, including area code,




of
Registrant’s principal executive offices)









c/o
abrdn ETFs Sponsor LLC






1900
Market Street, Suite 200






Philadelphia,
PA 19103






(844)
383-7289





(Name,
address, including zip code, and telephone number, including area code,




of
agent for service)








Copies
to:





Thomas
C. Bogle, Esq.






Stephanie
A. Capistron, Esq.






Dechert
LLP






1900
K Street, NW






Washington,
DC 20006










Approximate
date of commencement of proposed sale to the public:

From time to time after the effective date of this registration statement.








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, other than securities offered only in connection with dividend or interest reinvestment plans, 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.



























Large accelerated
filer







Accelerated
filer







Non-accelerated
filer










Smaller
reporting company














Emerging growth company

















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 Securities Act.

















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 this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


































The
information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell, we are not
soliciting offers to buy, these securities in any state where the offer or sale of these securities is not permitted.










SUBJECT
TO COMPLETION, DATED OCTOBER 14, 2022



















Shares
of abrdn Physical Precious Metals Basket Shares ETF










abrdn
Precious Metals Basket ETF Trust









The
abrdn Precious Metals Basket ETF Trust (Trust) issues abrdn Physical Precious Metals Basket Shares ETF (Shares) which represent
units of fractional undivided beneficial interest in and ownership of the Trust. abrdn ETFs Sponsor LLC is the sponsor of the
Trust (Sponsor), The Bank of New York Mellon is the trustee of the Trust (Trustee), and JPMorgan Chase Bank, N.A. is the custodian
of the Trust (Custodian). The Trust intends to issue additional Shares on a continuous basis.








The
Shares may be purchased from the Trust only in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a Basket).
The Trust issues Shares in Baskets to certain authorized participants (Authorized Participants) on an ongoing basis as described
in “Plan of Distribution.” Baskets will be offered continuously at the net asset value (NAV) for 50,000 Shares on
the day that an order to create a Basket is accepted by the Trustee. The Trust will not issue fractions of a Basket.








The
Shares trade on the NYSE Arca under the symbol “GLTR.”









Investing
in the Shares involves significant risks. See “Risk Factors” starting on page 6.










Neither
the Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of the securities
offered in this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.









The
Shares are neither interests in nor obligations of the Sponsor or the Trustee.








The
Trust issues Shares from time to time in Baskets, as described in “Creation and Redemption of Shares.” It is expected
that the Shares will be sold to the public at varying prices to be determined by reference to, among other considerations, the
prices of the gold, silver, platinum and palladium metal (“Bullion”) represented by each Share and the trading price
of the Shares on the NYSE Arca at the time of each sale.








The
date of this prospectus is October [__], 2022.





















TABLE
OF CONTENTS

























































































































Pages




Statement
Regarding Forward-Looking Statements




ii




Glossary
of Defined Terms




iii




Prospectus
Summary




1




The
Offering




3




Risk
Factors




6




Use
of Proceeds




14




Overview
of The Bullion Industries




14




Operation
of The Bullion Markets




26




Business
of the Trust




34




Description
of the Trust




38




The
Sponsor




39




The
Trustee




41




The
Custodian




41




Description
of the Shares




42




Custody
of the Trust’s Bullion




43




Description
of the Custody Agreements




43




Creation
and Redemption of Shares




47




Description
of the Trust Agreement




53




United
States Federal Income Tax Consequences




61




ERISA
and Related Considerations




63




Plan
of Distribution




64




Legal
Matters




65




Experts




66




Valuation
of Bullion




66




Incorporation
by Reference of Certain Documents




66




Where You Can Find More Information




67








This
prospectus, including the materials incorporated by reference herein, contains information you should consider when making an
investment decision about the Shares. You may rely on the information contained in this prospectus. The Trust and the Sponsor
have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent
information, you should not rely on it. This prospectus is not an offer to sell the Shares in any jurisdiction where the offer
or sale of the Shares is not permitted.








The
Shares are not registered for public sale in any jurisdiction other than the United States.










i















STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS









This
prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the Private Securities Litigation Reform
Act of 1995, as amended. These forward-looking statements may relate to the Trust’s financial conditions, results of operations,
plans, objectives, future performance and business. Statements preceded by, followed by or that include words such as “may,”
“should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential” or similar expressions are intended to identify some of the forward-looking statements.
All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments
that will or may occur in the future, including such matters as changes in commodity prices and market conditions (for gold, silver,
platinum, palladium and the Shares), the Trust’s operations, the Sponsor’s plans and references to the Trust’s
future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events
or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor made based on its
perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in
the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions,
however, is subject to a number of risks and uncertainties, including the special considerations discussed in this prospectus,
general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental
authorities or regulatory bodies, and other world economic and political developments. See “Risk Factors.” Consequently,
all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance
that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they
will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the
Shares. Neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements
to actual results or to reflect a change in the Sponsor’s expectations or predictions.










ii















GLOSSARY
OF DEFINED TERMS









In
this prospectus, each of the following quoted terms have the meanings set forth after such term:








“Allocated
Account Agreement”—The agreement between the Trustee and the Custodian which establishes the Trust Allocated Account.
The Allocated Account Agreement and the Unallocated Account Agreement are sometimes referred to together as the “Custody
Agreements.”








“ANAV”—Adjusted
NAV. See “Description of the Trust Agreement—Valuation of Bullion, Definition of Net Asset Value and Adjusted Net
Asset Value” for a description of how the ANAV of the Trust is calculated. The ANAV of the Trust is used to calculate the
fees of the Sponsor.








“Authorized
Participant”—A person who (1) is a registered broker-dealer or other securities market participant such as a bank
or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2)
is a participant in DTC, (3) has entered into an Authorized Participant Agreement with the Trustee and the Sponsor and (4) has
established an Authorized Participant Unallocated Account. Only Authorized Participants may place orders to create or redeem one
or more Baskets.








“Authorized
Participant Agreement”—An agreement entered into by each Authorized Participant, the Sponsor and the Trustee which
provides the procedures for the creation and redemption of Baskets and for the delivery of the Bullion and any cash required for
such creations and redemptions.








“Authorized
Participant Unallocated Account”—An unallocated Bullion account, either loco London or loco Zurich, established with
the Custodian or a Bullion clearing bank by an Authorized Participant. Each Authorized Participant’s Authorized Participant
Unallocated Account is used to facilitate the transfer of Bullion deposits and Bullion redemption distributions between the Authorized
Participant and the Trust in connection with the creation and redemption of Baskets.








“Authorized
Participant Unallocated Bullion Account Agreement”—The agreement between an Authorized Participant and the Custodian
or a Bullion clearing bank which establishes the Authorized Participant Unallocated Account.








“Basket”—A
block of 50,000 Shares is called a “Basket.”








“Book
Entry System”—The Federal Reserve Treasury Book Entry System for United States and federal agency securities.








“Bullion”—Gold,
silver, platinum and palladium metals, as applicable and in their capacity as bullion metals represented by each Share.








“CEA”—Commodity
Exchange Act of 1936, as amended.








“CFTC”—Commodity
Futures Trading Commission, an independent agency with the mandate to regulate commodity futures, options, swaps and derivatives
markets in the United States.








“Clearing
Agency”—Any clearing agency or similar system other than the Book Entry System or DTC.








“Code”—The
United States Internal Revenue Code of 1986, as amended.








“Creation
Basket Deposit”—The total deposit required to create a Basket. The deposit will be an amount of Bullion and cash,
if any, that is in the same proportion to the total assets of the Trust (net of estimated accrued but unpaid fees, expenses and
other liabilities) on the date an order to purchase one or more Baskets is properly received as the number of Shares comprising
the number of Baskets to be created in respect of the deposit bears to the total number of Shares outstanding on the date such
order is properly received. The Bullion comprising a deposit is in a proportion equal to 0.03 ounces of gold, 1.1 ounces of silver,
0.004 ounces of platinum and 0.006 ounces of palladium.








“Custodian”
or “JPMorgan”—JPMorgan Chase Bank, N.A., a national banking association and a market maker, clearer and approved
weigher under the rules of the LBMA and LPPM. JPMorgan is the custodian of the Trust’s Bullion.








“Custody
Agreements”—The Allocated Account Agreement together with the Unallocated Account Agreement.














iii




















“Custody
Rules”—The rules, regulations, practices and customs of the LBMA, the LPPM, the Bank of England or any applicable
regulatory



The above information was disclosed in a filing to the SEC. To see the filing, click here.

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