UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~July 1026, 2022

wShares Enhanced Gold ETF

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-235913	84-6953191
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2 Park Avenue, 20th Floor

New York, New York 10016

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (917) 671-9097

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

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

TITLE OF EACH CLASS	TRADING SYMBOL(S)	NAME OF EACH EXCHANGE ON WHICH REGISTERED
Units of Beneficial Interest	WGLD	NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On ~~March~~July 226, 2022, ~~the~~Wilshire ~~wShares~~Phoenix ~~Enhanced~~Funds ~~Gold~~LLC ~~ETF~~ (the “~~Trust~~Sponsor”) ~~received~~notified aNYSE ~~notice~~Arca, ~~from~~Inc. (the ~~staff~~“Exchange”) of ~~NYSE~~its ~~Regulation~~decision ~~(the~~to ~~“Staff”)~~voluntarily close, onde-list ~~behalf~~and liquidate ofwShares ~~NYSE~~Enhanced ~~Arca,~~Gold ~~Inc.~~ETF (the “~~NYSE~~Trust”), ~~notifying~~and ~~the~~to ~~Trust~~withdraw ~~that~~the itshares ~~was~~thereof ~~not~~from ~~in compliance~~registration ~~with~~under the Securities ~~requirements~~Exchange ~~under~~Act ~~Rule~~of 81934, as amended.~~201-E(e)(2)~~ ~~that~~As of the ~~Trust~~close ~~meet~~of ~~the~~regular ~~NYSE’s~~trading ~~continued~~on ~~listing~~August ~~standards~~22, to2022 ~~maintain~~(the a“Closing ~~market~~Date”), ~~value~~the ofTrust ~~not~~will no ~~less~~longer ~~than~~accept ~~$1,000,000~~creation orders and tothe ~~maintain~~shares noof ~~fewer~~the ~~than~~Trust ~~50,000~~will ~~Trust~~not ~~Shares~~be ~~issued~~traded ~~and~~on the ~~outstanding following~~Exchange. Therefore, beginning on the ~~initial~~Closing ~~12-month~~Date, ~~period~~there ~~following~~can ~~commencement~~be ofno ~~trading~~assurance onthat there will be a market for the ~~Exchange~~Trust’s shares.

~~The~~Between ~~letter~~the ~~also~~Closing ~~stated~~Date ~~that~~and August 29, 2022 (the “Liquidation Date”), the Trust ~~was~~will ~~eligible~~begin tothe ~~receive~~process anof ~~initial~~liquidating ~~six-month~~its ~~period~~portfolio. (As a result, the ~~“Cure~~Trust’s cash ~~Period”)~~holdings towill ~~regain~~increase, ~~compliance~~which ~~with~~will ~~Rule~~result ~~8.201-E(e)(2)~~in ifthe Trust deviating from the investment objective and strategy referenced in the Trust’s ~~provided~~prospectus, aand ~~written~~the ~~response~~Trust’s tracking error relative to ~~the~~its ~~NYSE~~benchmark index will therefore be materially ~~describing~~impacted. ~~its~~Proceeds ~~plan~~of tothe ~~cure~~liquidation, after deducting any fees, expenses, taxes or other charges payable by the ~~deficiency~~Trust ~~during~~in accordance with the ~~Cure~~terms ~~Period~~of the Amended and Restated Trust Agreement governing the ~~NYSE~~Trust, ~~accepted~~are currently scheduled to be distributed to shareholders on or about the ~~plan~~Liquidation Date.

~~The~~Any ~~Trust~~shareholders ~~submitted~~remaining ain ~~written response to~~ the ~~NYSE~~Trust ~~with~~on ~~a plan (~~the ~~“Plan”)~~Liquidation ~~for~~Date ~~the~~will ~~Trust~~automatically tohave ~~regain~~their ~~compliance~~shares ~~with~~redeemed ~~Rule~~for ~~8.201-E(e)(2)~~cash ~~during~~at the ~~Cure~~net ~~Period.~~asset ~~Upon~~value ~~review~~as ~~and consideration~~ of ~~the Plan, the Staff~~ ~~granted~~the Liquidation Date. anAs ~~extension~~calculated ~~allowing~~on the ~~continued~~Liquidation ~~listing~~Date, of the Trust’s ~~through~~net anasset ~~initial~~value ~~six-month~~will ~~cure~~reflect ~~period~~the ~~until~~costs ~~September~~of ~~15,~~closing ~~2022~~the Trust. ToThe ~~regain~~cash ~~compliance~~distribution ~~during~~will ~~the~~be ~~Cure~~deposited ~~Period,~~into the ~~Trust~~cash ~~will~~portion beof ~~required~~shareholders’ tobrokerage ~~demonstrate~~accounts. ~~that~~These ~~it has at least~~cash ~~$1,000,000~~distributions inare ~~market~~taxable ~~value~~events, and atshareholders ~~least~~should ~~50,000~~consult ~~Shares~~their ~~outstanding~~tax ~~for~~advisors ~~thirty~~about orpotential ~~more~~tax ~~consecutive trading days~~consequences.

~~There~~The ~~can~~Sponsor beannounced ~~no assurance that~~ the ~~Trust~~foregoing ~~will~~closure, bede-listing ~~able~~and toliquidation ~~regain~~via ~~compliance~~a ~~with~~press ~~the~~release ~~continued~~dated ~~listing~~July ~~standards~~26, ~~set~~2022. ~~forth~~A ~~above~~copy orof ~~otherwise maintain compliance with~~ the ~~other~~press ~~NYSE~~release ~~listing~~is ~~requirements.~~attached ~~The~~to ~~NYSE~~this ~~notification~~Current ~~does~~Report ~~not~~on ~~affect~~Form ~~the~~8-K ~~Trust’s~~as ~~business~~Exhibit ~~operations~~99.1 ~~or its Securities~~ and ~~Exchange~~is ~~Commission~~hereby ~~reporting~~incorporated ~~obligations~~by reference.

The Sponsor intends to file a post-effective amendment on behalf of the Trust to terminate the offering of the registered and unsold shares of the Trust. The Exchange will file a Form 25 with the Securities and Exchange Commission (“SEC”) to effectuate the withdrawal of the listing of the Trust from the Exchange. Delisting from the Exchange will become effective 10 days after the filing date of the Form 25. Provided that the Trust continues to meet the applicable legal requirements, the Sponsor intends to file a Form 15 on behalf of the Trust with the SEC in August 2022. The Sponsor expects the termination of registration will become effective 90 days after the date of the filing of the Form 15 with the SEC.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1

Press Release dated July 26, 2022

SIGNATURES

		Wilshire Phoenix Funds LLC
		Sponsor of wShares Enhanced Gold ETF
		(Registrant)
Date:	May 10, 2022	/s/ William Cai
		William Cai*
		Partner

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* thereunto duly authorized.

		Wilshire Phoenix Funds LLC
		Sponsor of wShares Enhanced Gold ETF
		(Registrant)

Date:	July 26, 2022	/s/ William Cai
		William Cai*
		Partner

*The Registrant is a trust and the person is signing in his capacity as an officer of Wilshire Phoenix Funds, LLC, the Sponsor of the Registrant.

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