UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION WASHINGTON, DC 20549~~STATES

SECURITIES AND EXCHANGE COMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant to~~PURSUANT ~~Section~~TO SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~report~~ACT ~~(Date~~OF ~~of earliest event reported): March 30, 2025~~1934

August 6, 2025

Date of Report

(Date of earliest event reported)

ASA Gold and Precious Metals Limited

(Exact ~~Name~~ name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Bermuda	811-21650	98-6000252
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

	Three Canal Plaza, Suite 600	Portland	Maine	04101
Three Canal Plaza		Portland		Maine	04101
(Street Address)	~~(Street Address)~~	(City)	~~(State)~~	(~~Zip Code~~State)	(Zip Code)

Registrant’s telephone number, including area code: (207) 347-2000

Not Applicable

(Former ~~Name~~ name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last Report~~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 communications 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-4(c))

☐ 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-4(c))

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

Title of each class:		Trading symbol(s)		Name of exchange on which registered
Common Shares, par value $1.00 per share		ASA		New York Stock Exchange

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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

~~On March 30, 2025, the~~ Rights Plan Committee (the “Committee”) of the Board of Directors (the “Board”) of ASA Gold and Precious Metals Limited, a Bermuda exempted limited liability company (the “Company”), authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding common share, par value $1.00 per share, of the Company (the “Common Shares”). The dividend is payable to holders of record as of the close of business on April 9, 2025 (the “Record Date”).

~~Each~~The ~~Right entitles~~shareholder ~~the~~rights ~~registered~~plan ~~holder~~adopted ~~thereof~~by tothe ~~purchase~~Rights Plan ~~from~~Committee (the ~~Company,~~“Rights ~~when~~Plan ~~exercisable~~Committee”) ~~and~~of ~~subject~~the toBoard ~~adjustment,~~of ~~one~~Directors ~~Common~~(“Board”) ~~Share, at a purchase price~~ of ~~$1.00~~ASA ~~per~~Gold ~~share,~~and Precious ~~subject~~Metals toLimited ~~adjustment~~ (the “~~Purchase Price~~Company”). ~~The~~on ~~description~~March ~~and~~31, ~~complete terms~~2025 ofexpired ~~the~~in ~~Rights~~accordance ~~are~~with ~~set~~its ~~forth~~own interms aon ~~Rights~~July ~~Agreement~~29, ~~(the~~2025. The “Rights ~~Agreement”)~~Plan Committee has not adopted, ~~dated~~or asrecommended ofthe ~~March~~adoption 31of, ~~2025, between~~another ~~the~~shareholder ~~Company~~rights plan and ~~Computershare~~there ~~Trust~~are ~~Company,~~no ~~N.A.,~~current as rights ~~agent~~ outstanding.

~~The~~Resignation ~~following is a summary of the material terms of the Rights Agreement,~~ and isaddition ~~qualified in its entirety by reference to the full text~~ of ~~the~~ ~~Rights Agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.~~Directors

~~Rights~~Ms. Mary Joan Hoene and Mr. William Donovan, each ~~Certificates;~~an ~~Exercise~~independent ~~Period;~~director ~~Term~~of the Company (together, the “Legacy Directors”), resigned from the Board, effective as of August 6, 2025.

~~Initially,~~ Following the ~~Rights will be attached to all Common Share certificates then outstanding (or for book entry Common Shares~~resignations, the ~~Rights~~Board ~~will be~~of ~~represented by notations in the respective book entry accounts), and no separate rights certificates (“Rights Certificates”)~~Directors ~~will~~consists beof ~~distributed~~Ms. ~~Subject~~Maryann ~~to certain exceptions specified in the Rights Agreement~~Bruce, ~~the~~Ketu ~~Rights~~Desai ~~will separate from the Common Shares~~ and aPaul ~~distribution~~Kazarian. ~~date~~Ms. ~~for~~Bruce ~~the~~was ~~Rights~~elected ~~(the~~at ~~“Distribution~~a ~~Date”)~~special ~~will~~general ~~occur~~meeting ~~upon the earlier~~ of ~~the (i)~~shareholders ~~tenth~~ (~~10th) business day following a public announcement (or, if~~ the tenth (10th) business day after such public announcement occurs before the Record Date, the close of business on the Record Date) that a person or group of affiliated or associated persons (such person or group being an “~~Acquiring Person~~SGM”)~~, other than certain~~ ~~exempt~~convened ~~persons,~~on ~~has~~June acquired beneficial ownership of fifteen percent (15%) or more of the outstanding Common Shares (including ownership of derivative securities which have an exercise or conversion privilege or a settlement payment or mechanism at a price related to the Common Shares or a value determined in whole or part with reference to13, or derived in whole or in part from, the market price or value of the Common Shares), other than as a result of (a) pre-existing beneficial ownership in excess of the applicable threshold (in which case such person shall become an Acquiring Person if they become the beneficial owner of additional Common Shares representing more than 02025.~~25%~~ ofThe ~~the~~Board ~~outstanding~~plans ~~Common~~to ~~Shares),~~terminate ~~(b) repurchases of Common Shares or securities convertible or exchangeable into Common Shares by~~ the ~~Company, (c) certain inadvertent acquisitions or (d) certain other situations (as specified in the~~ Rights ~~Agreement)~~Plan ~~and (ii) tenth (10th) business day (or such later date as the~~ Committee ~~may determine) following the commencement of a tender or exchange offer by any person that would result in a person or group becoming an Acquiring Person~~. ~~For purposes of the Rights Agreement, beneficial ownership is defined to include derivative securities.~~

~~Until~~Litigation ~~the Distribution~~Update Date, (i) the Rights will be evidenced by the Common Share certificates (or, for book entry Common Shares, by the notations in the respective book entry accounts) and will be transferred with, and only with, such Common Shares, (ii) new Common Share certificates issued after the Record Date will contain a notation incorporating the Rights Agreement by reference (for book entry Common Shares, this legend will be contained in the notations in book entry accounts) and (iii) the surrender for transfer of any Common Shares outstanding will also constitute the transfer of the Rights associated with such Common Shares.

Rights Plan Litigation. As previously reported, on January 31, 2024, Saba Capital Master Fund, Ltd. and Saba Capital Management, L.P. (together “Saba”) filed a lawsuit in the U.S. District Court for the Southern District of New York (the “SDNY”), 24-cv-00690, against the Company, the Legacy Directors, and certain prior directors of the Company concerning the initial shareholder rights plans approved by the Company’s Board, as then constituted, and the subsequent shareholder rights plans approved later by the directors comprising the Rights Plan Committee, claiming that the rights plans violate the Investment Company Act of 1940, as amended (the “1940 Act”). On March 28, 2025, the court ruled that while the Company’s rights plans did not violate the 1940 Act requirement that rights be issued “ratably,” then-extant rights plan did violate the 1940 Act requirement that rights plans not exceed a 120-day period and ordered that that rights plan was rescinded. On March 31, 2025, the Rights Plan Committee adopted a new rights plan (the “New Plan”). Saba filed a motion on March 31, 2025, styled as a motion to enforce judgment, asking the court to rescind the New Plan. The court denied the motion on April 15, 2025. On April 2, 2025, the named defendants filed a notice of appeal in the Second Circuit Court of Appeals.

~~The Rights~~On ~~are~~April ~~not~~18, ~~exercisable~~2025, ~~until~~Saba ~~the~~filed ~~Distribution~~a ~~Date~~new ~~and~~lawsuit ~~will~~in ~~expire~~the SDNY, at1:25-cv-3265, against the ~~close~~Company ofand ~~business~~the onLegacy ~~July 29~~Directors, ~~2025~~claiming orthat ~~upon~~ the ~~certification of~~New ~~the~~Plan ~~election~~violates ofthe a1940 ~~new~~Act ~~Board~~and seeking rescission of ~~Directors at~~ the ~~Company’s~~New ~~next~~Plan ~~shareholder~~and ~~meeting,~~an ~~whichever~~injunction ~~occurs~~enjoining ~~first, unless~~defendants ~~the~~from ~~Rights~~adopting ~~are~~or ~~earlier~~extending ~~redeemed,~~rights ~~exchanged or terminated~~plans.

AsBermuda ~~soon~~Litigation. ~~as practicable~~On ~~after~~April ~~the~~30, ~~Distribution Date~~2025, ~~Rights~~Mr. Kazarian ~~Certificates~~(the ~~will~~“Petitioner”), bein ~~mailed~~his tocapacity ~~holders~~as ofan ~~record~~ASA ofDirector, ~~Common~~filed ~~Shares~~a petition (orthe ~~notices will~~“Petition”) bein ~~provided~~the toSupreme Court ~~holders~~ of ~~book~~Bermuda ~~entry~~(the ~~Common~~“Bermuda ~~Shares~~Court”) asseeking relief relating to actions and authority of the ~~close~~Legacy Directors in connection the SGM convened by Saba and any other shareholder meetings and nominations of ~~business~~directors by or on behalf of the ~~Distribution~~Company. ~~Date~~On May 8, 2025 and June 2, ~~thereafter~~2025, ~~the~~ ~~separate~~without ~~Rights~~making ~~Certificates~~any ~~alone~~findings ~~will~~of ~~represent~~fact, the ~~Rights.~~Bermuda ~~Except~~Court asgranted ~~otherwise~~interim ~~determined~~injunctive byrelief ~~the~~to ~~Committee,~~restrain ~~only~~the ~~Common~~Legacy Directors ~~Shares~~from ~~issued~~engaging ~~prior~~with toshareholders in connection with the ~~Distribution~~SGM ~~Date~~and ~~will~~other beshareholder ~~issued~~meetings ~~with~~prior to the ~~Rights~~Court’s final decision on the merits.

~~Change~~The SDNY litigation and Second Circuit litigation have been dismissed pursuant to the terms of ~~Exercise~~a confidential settlement agreement. The settlement does not involve any admission of ~~Rights~~liability or ~~Following~~wrongdoing ~~Certain~~by ~~Events~~the Company or any other party. The parties have sought an order for discontinuance of the Petition in the Bermuda Court.

The ~~following~~information contained in this Item 7.01 is being ~~described~~“furnished” ~~events~~and ~~are~~shall ~~referred~~not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section or Sections 11 and 12(a)(2) of the Securities Act. The information contained in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as ~~“Triggering~~otherwise ~~Events~~expressly stated in any such filing.”

(a) Flip-In Event. In the event that a person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right will thereafter have the right to receive, upon exercise and payment of the Purchase Price, one Common Share per Right. Notwithstanding any of the foregoing, following the occurrence of a person becoming an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or by certain related parties) will be null and void and any holder of such Rights (including any purported transferee or subsequent holder) will be unable to exercise or transfer any such Rights. However, Rights are not exercisable following the occurrence of a person becoming an Acquiring Person until the Distribution Date.1

~~(b) Flip-Over Events~~Item 9.01 InFinancial ~~the~~Statements event that, at any time after a person has become an Acquiring Person, (i) the Company engages in a merger or other business combination transaction in which the Company is not the continuing or surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the continuing or surviving corporation and the Common Shares of the Company are changed or exchanged, or (iii) fifty percent (50%) or more of the Company’s assets, cash flow, or earning power is sold or transferred, each holder of a Right (except Rights that have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise and payment of the Purchase Price, one common share of the acquiring company per RightExhibits.

~~Redemption~~(d) Exhibits

At any time until the earlier of (i) ten (10) business days following public announcement that an Acquiring Person has become such (the “Stock Acquisition Date”) (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, ten (10) business days following the Record Date) or (ii) the expiration of the Rights Agreement, the Committee may direct the Company to redeem all but not less than all of the then outstanding Rights, at a price of $0.001 per Right (payable in cash or other consideration deemed appropriate by the Committee), subject to adjustment as provided in the Rights Agreement (the “Redemption Price”). Immediately upon the action of the Committee directing the Company to redeem the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The Rights may only be exercised once the Company’s right to redeem the Rights has expired.

Exhibit No.		Description

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~~Exchange of Rights~~SIGNATURE

~~At any~~Pursuant time after a person or group of affiliated or associated persons becomes an Acquiring Person but before any person acquires beneficial ownership of fifty percent (50%) or more of the outstanding Common Shares, the Committee may direct the Company to ~~exchange~~ the ~~Rights~~requirements ~~(other than Rights owned by such person or certain related parties, which will have become null and void and non-transferable as described above), in whole or in part, at an exchange ratio~~ of ~~one~~the ~~Common~~Securities ~~Share~~Exchange ~~per~~Act ~~Right (subject to adjustment). If there are insufficient authorized Common Shares to effect an exchange~~ of ~~the Rights~~1934, the ~~Company may substitute cash, other~~ ~~securities~~registrant ~~having~~has ~~equivalent~~duly ~~rights,~~caused ~~preferences,~~this ~~and~~report ~~privileges~~ to the Common Shares, debt securities, other assets or any combination of the foregoing having a value equal to one Common Share in lieu of Common Shares. Immediately upon the action of the Committee directing the Company to exchange the Rights, the Rights will terminate and the only right of the holders of Rights will be tosigned ~~receive~~on ~~the~~its ~~number~~behalf ofby ~~Common Shares (or cash, other equivalent securities, debt securities or other assets) equal to~~ the ~~number~~undersigned ofthereunto ~~Rights~~duly ~~held by such holder multiplied by the exchange ratio~~authorized.

Certain Adjustments

	ASA GOLD AND PRECIOUS METALS, LTD.

Date: August 6, 2025		/s/ Zachary Tackett
	Name:	Zachary Tackett
	Title:	Corporate Secretary

In order to preserve the actual or potential economic value of the Rights, the number of Common Shares or other securities issuable upon exercise of the Rights and the number of Rights associated with each outstanding Common Share are all subject to adjustment by the Committee pursuant to certain customary anti-dilution provisions.3

No Shareholder Rights Prior to Exercise

Until a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to receive dividends.

Amendment of Rights Agreement

Subject to certain exceptions specified in the Rights Agreement, for so long as the Rights are then redeemable, the terms of the Rights and the Rights Agreement may be amended without the approval of any holders of Rights. Subject to certain exceptions specified in the Rights Agreement, after the Rights are no longer redeemable, the provisions of the Rights Agreement may be amended by the Company, without the approval of any holder of Rights, including to shorten or lengthen any time period under the Rights Agreement, so long as no such amendment (a) adversely affects the interests of the holders of the Rights as such, (b) causes the Rights Agreement to become amendable other than as already provided in the Rights Agreement or (c) causes the Rights to again become redeemable.

Certain Anti-Takeover Effects; Miscellaneous

The Rights are not intended to prevent a takeover of the Company and should not interfere with any merger or other business combination approved by the Board. However, the Rights may cause substantial dilution to a person or group of affiliated or associated persons that acquires beneficial ownership of fifteen percent (15%) or more of the outstanding Common Shares (existing holders owning fifteen percent (15%) or more of the outstanding Common Shares will only trigger the rights plan if they become the beneficial owner of additional Common Shares following the date of adoption that represent more than 0.25% of the outstanding Common Shares). As a result, the overall effect of the Rights may be to render more difficult or discourage a change of the Company’s investment advisor or a merger, tender offer, or other business combination involving the Company that is not supported by the Board.

A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, a copy of which has been filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. See also the Company’s press release, dated March 31, 2025, which is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 3.03 Material Modification to Rights of Security Holders.

See the description set out under “Item 1.01 - Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Rights Agreement dated as of March 31, 2025, by and between ASA Gold and Precious Metals Limited and Computershare Trust Company, N.A., as rights agent, which includes as Exhibit A the Form of Rights Certificate.
99.1	Press Release dated March 31, 2025.
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2025

ASA GOLD AND PRECIOUS METALS LIMITED By: /s/ Axel Merk Name: Axel Merk Title: Chief Operating Officer

Filing Compare · ASA Gold & Precious Metals Ltd