UNITED
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| Item 7.01 | Regulation FD Disclosure. |
On January 31, 2024, Saba Capital Master Fund, Ltd., et al., (collectively, “Plaintiff”) filed a complaint against ASA Gold and Precious Metals Limited, a Bermuda limited liability company (the “Fund”), as well as individuals who had previously served on the Board of Directors of the Fund (the “Board”) and two current Board members (collectively, “Defendants”), in the United States District Court for the Southern District of New York, seeking recission of the Company’s limited-duration shareholder rights plans. The litigation is captioned Saba Capital Master Fund, Ltd. v. ASA Gold and Precious Metals Ltd., No. 24-CV-690 (SDNY).
In a March 28, 2025 summary judgment ruling, the court held that the Company’s shareholder rights plan adopted on December 20, 2024 (the “December 2024 Rights Plan”) must be rescinded as it violated a requirement under the Investment Company Act of 1940 that rights plans must expire within 120 days of issuance. Accordingly, the December 2024 Rights Plan is no longer in effect. Previously adopted ASA shareholder rights plans had already expired pursuant to their terms.
The information contained in this Item 7.01 is being “furnished” and shall 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 otherwise expressly stated in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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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 | ||
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