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): ~~July~~September 2612, 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 34.0102. ~~Notice~~Non-Reliance ofon ~~Delisting~~Previously orIssued ~~Failure~~Financial toStatements ~~Satisfy~~or a ~~Continued~~Related ~~Listing~~Audit ~~Rule~~Report or ~~Standard;~~Completed ~~Transfer~~Interim ~~of Listing~~Review.

(b) On ~~July~~August 2631, 2022, Wilshire Phoenix Funds LLC, the sponsor (the “Sponsor”) ~~notified~~of ~~NYSE~~wShares ~~Arca,~~Enhanced ~~Inc.~~Gold ETF (the “~~Exchange~~Trust”), ofreceived ~~its~~a ~~decision~~letter tofrom ~~voluntarily~~the ~~close, de-list and~~Trust’s ~~liquidate~~independent ~~wShares~~registered ~~Enhanced~~accounting ~~Gold~~firm, ~~ETF~~Citrin ~~(the~~Cooperman & Company, LLP (“~~Trust~~Citrin”), ~~and~~informing tothe ~~withdraw~~Sponsor that Citrin had not completed its review of the ~~shares~~Trust’s ~~thereof~~quarterly ~~from~~financial ~~registration~~information ~~under~~included in the ~~Securities~~ ~~Exchange~~Form ~~Act~~10-Q offor ~~1934~~the period ended June 30, as2022 ~~amended.~~prior Asto ofits filing with the ~~close~~Securities ofand ~~regular~~Exchange ~~trading~~Commission (“SEC”) on August 2212, 2022 (the “~~Closing Date~~Filing”), ~~the~~which ~~Trust~~is ~~will~~attached to this Form 8-K as Exhibit 99.1. The letter was preceded by an email from Citrin dated August 15, 2022 with nothe ~~longer~~same ~~accept~~substance, ~~creation~~and ~~orders~~resulted ~~and~~in ~~the~~further ~~shares~~discussions ofbetween the Sponsor, the Trust ~~will~~and ~~not~~Citrin. beAs ~~traded~~of ~~on the~~September ~~Exchange.~~1, ~~Therefore~~2022, ~~beginning~~Citrin onhas ~~the~~completed ~~Closing~~its ~~Date,~~review ~~there~~and ~~can~~has beinformed nothe ~~assurance~~Sponsor that ~~there~~Citrin ~~will~~is benot aaware ~~market~~of ~~for~~any material modifications that should be made to the Trust’s ~~shares~~interim financial information included in the Filing for it to be in conformity with accounting principles generally accepted in the United States.

~~Between the Closing Date and August 29, 2022~~ (~~the “Liquidation Date”~~c), ~~the~~The ~~Trust~~Sponsor ~~will~~provided ~~begin~~Citrin ~~the~~with ~~process~~a copy of ~~liquidating~~this ~~its~~Form ~~portfolio.~~8-K Asand arequested ~~result,~~that ~~the~~Citrin ~~Trust’s cash~~furnish ~~holdings~~a ~~will~~letter ~~increase,~~as ~~which~~promptly ~~will~~as ~~result~~possible inaddressed ~~the~~to ~~Trust deviating from~~ the ~~investment~~SEC ~~objective~~stating whether ~~and~~Citrin ~~strategy~~agrees ~~referenced~~with in the ~~Trust’s~~statements ~~prospectus,~~made ~~and~~by the ~~Trust’s~~Sponsor ~~tracking~~in ~~error~~response ~~relative~~ to ~~its~~this ~~benchmark~~Item ~~index will therefore be materially impacted~~4.02 ~~Proceeds of the liquidation~~and, ~~after~~if ~~deducting any fees~~not, ~~expenses,~~stating ~~taxes or other charges payable by~~ the ~~Trust~~respects in ~~accordance~~which ~~with~~it ~~the~~does ~~terms~~not ofagree. ~~the~~The ~~Amended~~letter ~~and~~is ~~Restated~~attached ~~Trust~~hereto ~~Agreement~~as ~~governing~~Exhibit ~~the~~99.2 ~~Trust, are currently scheduled~~ to ~~be distributed~~this toForm ~~shareholders on or about the Liquidation Date~~8-K.

Any shareholders remaining in the Trust on the Liquidation Date will automatically have their shares redeemed for cash at the net asset value as of the Liquidation Date. As calculated on the Liquidation Date, the Trust’s net asset value will reflect the costs of closing the Trust. The cash distribution will be deposited into the cash portion of shareholders’ brokerage accounts. These cash distributions are taxable events, and shareholders should consult their tax advisors about potential tax consequences.

The Sponsor announced the foregoing closure, de-listing and liquidation via a press release dated July 26, 2022. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated 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~~Letter ~~Release~~from Citrin Cooperman & Company, LLP dated ~~July~~August 2631, 2022

Exhibit 99.2

Letter from Citrin Cooperman & Company, LLP dated September 12, 2022

SIGNATURES

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~~September 2612, 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.

Filing Compare · wShares Enhanced Gold ETF