Registration statement under Securities Act of 1933



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










As filed with the Securities
and Exchange Commission on February 1, 2021






Registration No. 333-252506




















































UNITED STATES





SECURITIES AND EXCHANGE COMMISSION




WASHINGTON, D.C. 20549






PRE-EFFECTIVE AMENDMENT NO. 1 TO




FORM S-3





REGISTRATION STATEMENT UNDER





THE SECURITIES ACT OF 1933








ABERDEEN STANDARD SILVER ETF TRUST




(Exact name of Registrant as specified in its charter)

































































New York








26-4586763




(State or other jurisdiction of






(I.R.S. Employer



incorporation or organization)






Identification No.)







c/o Aberdeen Standard Investments
ETFs Sponsor LLC




712 Fifth Avenue, 49

th

Floor





New York, NY 10019





844-383-7289




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



of Registrant’s principal executive offices)







c/o Aberdeen Standard Investments ETFs Sponsor LLC





712 Fifth Avenue, 49th Floor





New York, NY 10019





(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.






























CALCULATION OF REGISTRATION FEE





























































Title of each class of






securities to be






registered










Amount to be






registered

(1)(2)
















Proposed maximum






offering price per






unit

(3)
















Proposed maximum






aggregate offering






price

(3)
















Amount of






registration






fee

(1)(2)(4)










Aberdeen Standard Physical Silver Shares ETF









45,000,000









$



24.58









$



1,106,100,000









$



120,675.51

































(1)



In accordance with Rule 415(a)(6) under
the Securities Act of 1933, as amended (the “Securities Act”), the Aberdeen Standard Physical Silver Shares ETF
(“Shares”) registered pursuant to this registration statement  include 1,650,000 unsold Shares (the
“Unsold Shares”) previously registered pursuant to the registration statement on Form S-3 (File No. 333-239458)
effective on July 9, 2020 (the “2020 Registration Statement”). This Pre-Effective Amendment No. 1 to the registration
statement updates the amount of Unsold Shares from the 2020 Registration Statement that were included in the initial filing
of the registration statement on Form S-3 on January 28, 2021.























(2)



Pursuant to Rule 416 under the Securities Act, the Shares being registered hereunder include such indeterminate number of Shares as may be issuable with respect to the Shares being registered hereunder to prevent dilution by reason of any stock dividend, stock split, recapitalization or other similar transaction.




(3)



Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices for the Shares reported on the consolidated reporting system for NYSE Arca on January 25, 2021 which is within five business days prior to the initial filing date of this registration statement.






(4)



The registration fee reflects the amounts
attributable to the Unsold Shares and to an additional 43,350,000 Shares registered pursuant to this registration statement.
In connection with filing the 2020 Registration Statement, the Registrant paid a registration fee of $3,719.63 with respect
to the Unsold Shares. Pursuant to Rule 415(a)(6), such registration fee previously paid with respect to the Unsold Shares
will continue to be applied to the Unsold Shares and accordingly, no additional registration fee is due with respect to the
Unsold Shares.




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 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 these securities and it is not soliciting an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.






SUBJECT TO COMPLETION,
DATED FEBRUARY 1, 2021






















45,000,000 Shares of Aberdeen
Standard Physical Silver Shares ETF






Aberdeen Standard Silver ETF Trust






The Aberdeen Standard Silver ETF Trust
(Trust) issues Aberdeen Standard Physical Silver Shares ETF (Shares) which represent units of fractional undivided beneficial interest
in and ownership of the Trust. Aberdeen Standard Investments 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 “SIVR”.






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 price of silver and the trading price
of the Shares on the NYSE Arca at the time of each sale.





The date of this prospectus is [      ], 2021.


















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







13







Overview of the Silver Industry







13







Operation of the Silver Bullion Market







16







Business of the Trust







19







Description of the Trust







22







The Sponsor







23







The Trustee







24







The Custodian







24







Description of the Shares







25







Custody of the Trust’s Silver







26







Description of the Custody Agreements







26







Creation and Redemption of Shares







29







Description of the Trust Agreement







34







United States Federal Income Tax Consequences







42







ERISA and Related Considerations







44







Plan of Distribution







45







Legal Matters







46







Experts







46







Valuation of Silver





46







Incorporation by Reference of Certain Documents







46







Where You Can Find More Information







47





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 silver 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 Silver, 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 silver and any cash required for such creations and redemptions.





“Authorized Participant Unallocated
Account”—An unallocated silver account loco London established with the Custodian or a bank clearing loco London Silver
by an Authorized Participant. Each Authorized Participant’s Authorized Participant Unallocated Account is used to facilitate
the transfer of silver deposits and silver 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 bank clearing loco
London Silver 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.





“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 silver 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.





“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.
JPMorgan is the custodian of the Trust’s silver.





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





“Custody Rules”—The rules,
regulations, practices and customs of the LBMA, 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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Other recent filings from the company include the following:

Annual report [Section 13 and 15(d), not S-K Item 405] - Sept. 29, 2022

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