FGDL / Franklin Templeton Holdings Trust - Responsibly Sourced Gold ETF - Documents déposés auprès de la SEC, rapport annuel, procuration

FGDL FWP 09.04.25

Filed pursuant to Rule 433 Free Writing Prospectus September 4, 2025 Registration No. 333-2644468

Franklin Templeton Holdings Trust — Shares of Franklin Responsibly Sourced Gold ETF Franklin Responsibly Sourced Gold ETF, A Series Of Franklin Templeton Holdings Trust

Filed pursuant to Rule 424(b)(3) Registration No. 333-264468 PROSPECTUS Franklin Templeton Holdings Trust — Shares of Franklin Responsibly Sourced Gold ETF Franklin Responsibly Sourced Gold ETF, A Series Of Franklin Templeton Holdings Trust The Franklin Templeton Holdings Trust (the “Trust”) is organized as a Delaware statutory trust. The Franklin Responsibly Sourced Gold ETF series of the Trust (

Security Type

Calculation of Filing Fee Tables S-1 Franklin Templeton Holdings Trust Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Exchange-Traded Vehicle Securities Franklin Responsibly Sourced Gold ETF Shares Other 0.

As filed with the Securities and Exchange Commission on August 26, 2025

As filed with the Securities and Exchange Commission on August 26, 2025 Registration No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Franklin Templeton Holdings Trust of our reports dated June 27, 2025 relating to the financial statements of the Trust and of the Fund, which appear in Franklin Templeton Holdings Trust’s Annual Report on Form 10-K for the year ende

Item 1. Unaudited Financial Statements of the Trust and the Fund

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOLD ETF A SERIES OF FRANK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOLD ETF A SERIES OF FRANKLIN TEM

PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(i) FOR FISCAL YEAR ENDED MARCH 31, 2025 (to Prospectus dated June 27, 2022) FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF Calculation of Registration Fees Pursuant to Rule 457(u)

Filed Pursuant to Rule 424(i) Registration No. 333-264468 PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(i) FOR FISCAL YEAR ENDED MARCH 31, 2025 (to Prospectus dated June 27, 2022) FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF Calculation of Registration Fees Pursuant to Rule 457(u) This prospectus supplement filed pursuant to Rule 424(i) of the Securities Act of 1933, as ame

CALCULATION OF REGISTRATION FEES PURSUANT TO RULE 457(U)

Franklin Responsibly Sourced Gold ETF CALCULATION OF REGISTRATION FEES PURSUANT TO RULE 457(U) 5.

Filed pursuant to Rule 433

fgdlweb031125.htm - Generated by SEC Publisher for SEC Filing Filed pursuant to Rule 433 Free Writing Prospectus March 11, 2025 Registration No. 333-264468

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN TEMPLETON HOLDINGS TRUST SPONSORED BY FRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN TEMPLETON HOLDINGS TRUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN TEMPLETON HOLDINGS TRUST SPO

FRANKLIN TEMPLETON HOLDINGS TRUST FRANKLIN RESPONSIBLY SOURCED GOLD ETF SUPPLEMENT NO. 4 DATED JULY 12, 2024 TO THE PROSPECTUS DATED JUNE 27, 2022, AS AMENDED

Filed pursuant to Rule 424(b)(3) Registration No. 333-264468 FRANKLIN TEMPLETON HOLDINGS TRUST FRANKLIN RESPONSIBLY SOURCED GOLD ETF SUPPLEMENT NO. 4 DATED JULY 12, 2024 TO THE PROSPECTUS DATED JUNE 27, 2022, AS AMENDED This prospectus supplement (this “Supplement”) is part of and should be read in conjunction with the prospectus of Franklin Templeton Holdings Trust (the “Trust”) with respect to i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOLD ETF A SERI

Compensation Recovery Policy

EX-97.1 Exhibit 97.1 Compensation Recovery Policy Erroneously Awarded Compensation Recovery Policy Background This policy applies to the exchange-traded products (ETPs) sponsored by Franklin Holdings, LLC (Sponsor) that: (1) list and trade their shares on NYSE Arca, Inc. (NYSE Arca); and (2) are subject to NYSE Arca Rule 5.3(E)(p) (such ETPs collectively referred to herein as the “Applicable Funds

CALCULATION OF REGISTRATION FEES PURSUANT TO RULE 457(U)

Franklin Responsibly Sourced Gold ETF CALCULATION OF REGISTRATION FEES PURSUANT TO RULE 457(U) 5.

PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(i) FOR FISCAL YEAR ENDED MARCH 31, 2024 (to Prospectus dated June 27, 2022) FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF Calculation of Registration Fees Pursuant to Rule 457(u)

Filed Pursuant to Rule 424(i) Registration No. 333-264468 PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(i) FOR FISCAL YEAR ENDED MARCH 31, 2024 (to Prospectus dated June 27, 2022) FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF Calculation of Registration Fees Pursuant to Rule 457(u) This prospectus supplement filed pursuant to Rule 424(i) of the Securities Act of 1933, as ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30 , 2023 or ☐ TRAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30 , 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESP

June 7, 2024

June 7, 2024 VIA EDGAR Bonnie Baynes Mark Brunhofer U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-8626 Re: Franklin Templeton Holdings Trust (the “Trust”) Form 10-K for the Fiscal Year Ended March 31, 2023; Forms 10-Q for the Quarterly Periods Ended June 30, 2023, September 30, 2023 and December 31, 2023 File No. 001-41435 Dear Ms. Ba

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPON

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOLD ETF

Filed pursuant to Rule 433

Filed pursuant to Rule 433 Free Writing Prospectus July 14, 2023 Registration No. 333-264468

CALCULATION OF REGISTRATION FEES PURSUANT TO RULE 457(U)

Franklin Responsibly Sourced Gold ETF CALCULATION OF REGISTRATION FEES PURSUANT TO RULE 457(U) 5.

PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(i) FOR FISCAL YEAR ENDED MARCH 31, 2023 (to Prospectus dated June 27, 2022) FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF Calculation of Registration Fees Pursuant to Rule 457(u)

Filed Pursuant to Rule 424(i) Registration No. 333-264468 PROSPECTUS SUPPLEMENT PURSUANT TO RULE 424(i) FOR FISCAL YEAR ENDED MARCH 31, 2023 (to Prospectus dated June 27, 2022) FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF Calculation of Registration Fees Pursuant to Rule 457(u) This prospectus supplement filed pursuant to Rule 424(i) of the Securities Act of 1933, as ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOLD ETF A SERI

Franklin Templeton Announces Ticker Change for Franklin Responsibly Sourced Gold ETF The exchange-traded fund (ETF) will trade on NYSE Arca as FGDL beginning on May 19

Filed pursuant to Rule 433 Free Writing Prospectus May 25, 2023 Registration No. 333-264468 One Franklin Parkway San Mateo, CA 94403-1906 tel (650) 312-2000 franklintempleton.com From: Franklin Templeton Corporate Communications: Vanessa Garcia (917) 562-5151, [email protected] Franklin Templeton Announces Ticker Change for Franklin Responsibly Sourced Gold ETF The exchange-trad

Record Date: April 13 2023

EX-99.2 Record Date: April 13 2023 Speakers/Titles: VIDEO CONTENT: 00:00:00:00 - 00:00:18:08 Speaker 1 My name is Andrés Rincon and I am Head ETF Sales and Strategy at TD Securities. We are one of the largest market makers in Canada here at TD and we make markets in a variety of ETFs all the wa.y from crypto fixed income equity to obviously commodities where we're fairly strong in that space. VIDE

EX-99

EX-99.1

Regulation FD Disclosure, Financial Statements and Exhibits

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 23, 2023 FRANKLIN RESPONSIBLY SOURCED GOLD ETF A SERIES OF FRANKLIN TEMPLETON HOLDINGS TRUST SPONSORED BY FRANKLIN HOLDINGS, LLC (Exact Name of registrant as specified in its char

Filed pursuant to Rule 433

Filed pursuant to Rule 433 Free Writing Prospectus May 19, 2023 Registration No. 333-264468 Important Information The Franklin Responsibly Sourced Gold ETF (the “Fund”) has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registr

Filed pursuant to Rule 433

Filed pursuant to Rule 433 Free Writing Prospectus May 9, 2023 Registration No. 333-264468 In connection with the resolution of a trademark dispute with World Gold Trust Services over the use of a ticker symbol, Franklin Templeton has provided the following statement in response to inquiries: As of May 19, 2023, the Franklin Responsibly Sourced Gold ETF will trade on NYSE Arca under a new ticker:

Franklin Templeton Announces Ticker Change for Franklin Responsibly Sourced Gold ETF The exchange-traded fund (ETF) will trade on NYSE Arca as FGDL beginning on May 19

Filed pursuant to Rule 433 Free Writing Prospectus May 5, 2023 Registration No. 333-264468 One Franklin Parkway San Mateo, CA 94403-1906 tel (650) 312-2000 franklintempleton.com From: Franklin Templeton Corporate Communications: Vanessa Garcia (917) 562-5151, [email protected] Franklin Templeton Announces Ticker Change for Franklin Responsibly Sourced Gold ETF The exchange-trade

FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF (the “Fund”) Supplement No. 3 dated May 5, 2023 to Prospectus dated June 27, 2022

Filed pursuant to Rule 424(b)(3) Registration No. 333-264468 FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF (the “Fund”) Supplement No. 3 dated May 5, 2023 to Prospectus dated June 27, 2022 Effective as of May 19, 2023, the Fund’s ticker symbol will change to “FGDL.” All references to the Fund’s ticker symbol in the Prospectus are revised accordingly as of that date. This

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 or ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPO

FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF (the “Fund”) Supplement No. 2 dated November 15, 2022 to Prospectus dated June 27, 2022

424B3 1 ftgold424b3112022.htm Filed pursuant to Rule 424(b)(3) Registration No. 333-264468 FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF (the “Fund”) Supplement No. 2 dated November 15, 2022 to Prospectus dated June 27, 2022 Supplement No. 1 dated October 27, 2022 to the Fund’s Prospectus announced that the Fund’s ticker symbol would change to “FGDL” effective as of Novem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOL

FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF (the “Fund”) Supplement No. 1 dated October 27, 2022 to Prospectus dated June 27, 2022

Filed pursuant to Rule 424(b)(3) Registration No. 333-264468 FRANKLIN TEMPLETON HOLDINGS TRUST Franklin Responsibly Sourced Gold ETF (the “Fund”) Supplement No. 1 dated October 27, 2022 to Prospectus dated June 27, 2022 Effective as of November 18, 2022, the Fund’s ticker symbol will change to “FGDL.” All references to the Fund’s ticker symbol in the Prospectus are revised accordingly as of that d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41435 FRANKLIN RESPONSIBLY SOURCED GOLD ETF

SOCIAL MEDIA – US AUDIENCE – TWITTER

Filed pursuant to Rule 433 Free Writing Prospectus July 5, 2022 Registration No. 333-264468 SOCIAL MEDIA – US AUDIENCE – TWITTER https://twitter.com/NYSE/status/1542598596905865216 We are so proud to have launched $FGLD, Franklin Responsibly Sourced Gold ETF. Learn more: https://www.franklintempleton.com/investments/options/exchange-traded-funds/products/31714/SINGLCLASS/franklin-responsibly-sourc

FWP

Franklin Templeton Launches Responsibly Sourced Gold ETF (FGLD) FGLD is one of the most cost-effective gold ETFs in the market

Filed pursuant to Rule 433 Free Writing Prospectus June 30, 2022 Registration No. 333-264468 One Franklin Parkway San Mateo, CA 94403-1906 tel (650) 312-2000 franklintempleton.com From: Franklin Templeton Corporate Communications: Pholida Barclay, (212) 632-3204, [email protected] Franklin Templeton Launches Responsibly Sourced Gold ETF (FGLD) FGLD is one of the most cost-effec

Franklin Templeton Launches Responsibly Sourced Gold ETF (FGLD) FGLD is one of the most cost-effective gold ETFs in the market

FWP 1 goldfwp.htm Filed pursuant to Rule 433 Free Writing Prospectus June 30, 2022 Registration No. 333-264468 One Franklin Parkway San Mateo, CA 94403-1906 tel (650) 312-2000 franklintempleton.com From: Franklin Templeton Corporate Communications: Pholida Barclay, (212) 632-3204, [email protected] Franklin Templeton Launches Responsibly Sourced Gold ETF (FGLD) FGLD is one of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FRANKLIN TEMPLETON HOLDINGS TRUST (Exact name

8-A12B 1 form8a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FRANKLIN TEMPLETON HOLDINGS TRUST (Exact name of registrant as specified in its charter) Delaware See Below (State of incorporation or organization) (I.R.S. Employer Identifica

Franklin Templeton Holdings Trust ? Shares of Franklin Responsibly Sourced Gold ETF Franklin Responsibly Sourced Gold ETF, A Series Of Franklin Templeton Holdings Trust

Filed pursuant to Rule 424(b)(3) Registration No. 333-264468 PROSPECTUS Franklin Templeton Holdings Trust ? Shares of Franklin Responsibly Sourced Gold ETF Franklin Responsibly Sourced Gold ETF, A Series Of Franklin Templeton Holdings Trust The Franklin Templeton Holdings Trust (the ?Trust?) is organized as a Delaware statutory trust. The Franklin Responsibly Sourced Gold ETF series of the Trust (

June 23, 2022

June 23, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Request for Acceleration of Effectiveness Franklin Templeton Holdings Trust (the “Registrant”) Registration Statement on Form S-1 File No. 333-264468 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby

June 21, 2022

June 21, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Franklin Templeton Holdings Trust Withdrawal of Request for Acceleration of Effectiveness Registration Statement on Form S-1 File No. 333-264468 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence via EDGAR on June 17, 2022, in which

As filed with the Securities and Exchange Commission on June 17 , 2022

As filed with the Securities and Exchange Commission on June 17 , 2022 Registration No.

EX-FILING FEES

EX-FILING FEES 2 exfilingfees.htm FILING FEES TABLE Calculation of Filing Fee Tables Form S-1 (Form Type) Franklin Templeton Holdings Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate

June 17, 2022

June 17, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Transmittal Letter and Request for Acceleration of Effectiveness Franklin Templeton Holdings Trust (the “Registrant”) Pre-Effective Amendment No. 2 to Registration Statement on Form S-1 File No. 333-264468 Ladies and Gentlemen: Submitted herewith for filing vi

EXHIBIT A

CORRESP 1 filename1.htm June 17, 2022 Filed via EDGAR David Irving, Sharon Blume, Tonya Aldave and John Dana Brown U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Subject: Franklin Responsibly Sourced Gold ETF (the “Fund”) Franklin Templeton Holdings Trust (the “Registrant” or the “Trust”) Registration Statement on

Opinion of Stradley, Ronon, Stevens & Young as to tax matters is incorporated by reference to Exhibit 8.1 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

Exhibit 8.1 June 10, 2022 Franklin Templeton Holdings Trust Franklin Holdings, LLC One Franklin Parkway, San Mateo, CA 94403-1906 Re: Discussion of Federal Income Tax Consequences Ladies and Gentlemen: We have acted as counsel for Franklin Templeton Holdings Trust, a Delaware statutory trust (the ?Trust?), and Franklin Holdings, LLC (the ?Sponsor?), in its capacity as the sponsor of the Franklin R

June 10, 2022

June 10, 2022 Filed via EDGAR David Irving, Sharon Blume, Tonya Aldave and John Dana Brown U.

Consent of Independent Registered Public Accounting Firm*

EX-16.23.1 10 ex16231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form S-1 of Franklin Responsibly Sourced Gold ETF of our report dated June 9, 2022 relating to the financial statements of Franklin Responsibly Sourced Gold ETF, which appears in this

Amendment to Certificate of Trust is incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

Exhibit 3.3

Sponsor Agreement is incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

Exhibit 10.8

Trust Unallocated Gold Account Agreement is incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

Exhibit 10.2

Certificate of Trust is incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

Exhibit 3.2

EX-FILING FEES

EX-FILING FEES 11 exfilingfees.htm FILING FEES TABLE Calculation of Filing Fee Tables Form S-1 (Form Type) Franklin Templeton Holdings Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate

Opinion of Stradley, Ronon, Stevens & Young as to legality is incorporated by reference to Exhibit 5.1 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

Exhibit 5.1 Stradley Ronon Stevens & Young, LLP Suite 2600 2005 Market Street Philadelphia, PA 19103-7018 215.564.8000 www.stradley.com June 10, 2022 Franklin Templeton Holdings Trust Franklin Holdings, LLC One Franklin Parkway, San Mateo, CA 94403-1906 Re: Franklin Responsibly Sourced Gold ETF, a series of Franklin Templeton Holdings Trust Registration Statement on Form S-1 (Registration No. 333-

Declaration of Trust is incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

Exhibit 3.1

As filed with the Securities and Exchange Commission on June 10 , 2022

As filed with the Securities and Exchange Commission on June 10 , 2022 Registration No.

Trust Allocated Gold Account Agreement is incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

Exhibit 10.1

Form of Trust Allocated Gold Account Agreement

EX-16.10.1 4 ex16101.htm ALLOCATED ACCOUNT AGREEMENT 10.1 DATED APRIL , 2022 JPMORGAN CHASE BANK, N.A. AND FRANKLIN TEMPLETON HOLDINGS TRUST, ON BEHALF OF ITS SERIES, FRANKLIN RESPONSIBLY SOURCED GOLD ETF AND FRANKLIN HOLDINGS LLC ALLOCATED GOLD ACCOUNTS AGREEMENT This agreement is based upon the ALLOCATED BULLION ACCOUNTS AGREEMENT as published by the London Precious Metals Clearing Limited with

Form of Declaration of Trust

3.1 AGREEMENT AND DECLARATION OF TRUST OF FRANKLIN TEMPLETON HOLDINGS TRUST FRANKLIN HOLDINGS, LLC, as sponsor and DELAWARE TRUST COMPANY, as Delaware Trustee Dated as of , 2022 TABLE OF CONTENTS ARTICLE I NAME, PURPOSE AND DEFINITIONS 1 Section 1.01 Name. 1 Section 1.02 Purpose. 1 Section 1.03 Definitions. 2 Section 1.04 Grantor Trust. 5 ARTICLE II SERIES AND SHARES 5 Section 2.01 Division of Ben

Sponsor Agreement is incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on June 10, 2022

10.8 SPONSOR AGREEMENT THIS SPONSOR AGREEMENT (the “Agreement”), dated as of , 2022, is made by and between Franklin Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Franklin Templeton Holdings Trust, a statutory trust organized under the laws of Delaware (the “Trust”), both for itself and on behalf of its currently operating series, Franklin Responsibly Sourced Gold ETF (t

License Agreement with The Bank of New York Mellon is incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on April 25, 2022

10.4 PATENT LICENSE AGREEMENT THIS PATENT LICENSE AGREEMENT (this “Agreement”) is entered into effective as of the 14 day of April, 2022 (the "Effective Date"), by and between The Bank of New York Mellon, a New York banking corporation ("Licensor"), and Franklin Holdings, LLC, the Sponsor to the Franklin Templeton Holdings Trust ("Licensee"). WHEREAS, Licensor and Licensee have entered into a fee

Powers of Attorney

S-1 1 franklinrsg.htm As filed with the Securities and Exchange Commission on April 25, 2022 Registration No. 377-04722 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FRANKLIN RESPONSIBLY SOURCED GOLD ETF A SERIES OF FRANKLIN TEMPLETON HOLDINGS TRUST SPONSORED BY FRANKLIN HOLDINGS, LLC (Exact name of Registra

Custody Agreement (Cash) with The Bank of New York Mellon is incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on April 25, 2022

10.3 EXECUTION VERSION CUSTODY AGREEMENT By and Between THE BANK OF NEW YORK MELLON And FRANKLIN TEMPLETON HOLDINGS TRUST BNY MELLON AND CUSTOMER CONFIDENTIAL TABLE OF CONTENTS 1. DEFINITIONS 1 2. APPOINTMENT OF CUSTODIAN; ACCOUNTS 3 2.1 Appointment of Custodian 3 2.2 Establishment of Accounts 4 3. AUTHORIZED PERSONS AND INSTRUCTIONS; ELECTRONIC ACCESS 4 3.1 Authorized Persons 4 3.2 Instructions 4

Form of Authorized Participant Agreement is incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on April 25, 2022

10.7 AUTHORIZED PARTICIPANT AGREEMENT FOR FRANKLIN TEMPLETON HOLDINGS TRUST This Authorized Participant Agreement (this ?Agreement?) is entered into by and between Franklin Holdings, LLC, as sponsor (the ?Sponsor?) of Franklin Templeton Holdings Trust (the ?Trust?) and each series of the Trust listed on Annex I to this Agreement (each, a ?Fund? and, collectively, the ?Funds?), (the ?Authorized Par

Fund Administration and Accounting Agreement with The Bank of New York Mellon is incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on April 25, 2022

10.6 EXECUTION VERSION FUND ADMINISTRATION AND ACCOUNTING AGREEMENT THIS AGREEMENT is made as of April 14, 2022 by and among FRANKLIN TEMPLETON HOLDINGS TRUST, a Delaware statutory trust having its principal office and place of business at One Franklin Parkway, San Mateo, California 94403-1906 (the ?Trust?), on behalf of each series of the Trust listed on Exhibit A hereto (as such Appendix may be

Form of Amended and Restated Certificate of Trust

3.2 AMENDED AND RESTATED CERTIFICATE OF TRUST OF FRANKLIN TEMPLETON HOLDINGS TRUST a Delaware Statutory Trust THIS AMENDED AND RESTATED CERTIFICATE OF TRUST of FRANKLIN TEMPLETON HOLDINGS TRUST (the ?Trust?) is being duly executed and filed by the undersigned sole Trustee in order to amend and restate the Certificate of Trust of the Trust pursuant to the Delaware Statutory Trust Act (12 Del. C., S

Transfer Agency Agreement with The Bank of New York Mellon is incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 (File No. 333-264468) filed by the Trust on April 25, 2022

10.5 EXECUTION VERSION TRANSFER AGENCY AND SERVICE AGREEMENT THIS AGREEMENT is made as of the 14 day of April, 2022, by and among FRANKLIN TEMPLETON HOLDINGS TRUST, a Delaware statutory trust having its principal office and place of business at One Franklin Parkway, San Mateo, California 94403-1906 (the ?Trust?), on behalf of each series of the Trust listed on Appendix A hereto (as such Appendix m

Form of Trust Unallocated Gold Account Agreement

EX-16.10.2 5 ex16102.htm UALLOCATED ACCOUNT AGREEMENT 10.2 DATED APRIL , 2022 JPMORGAN CHASE BANK, N.A. AND FRANKLIN TEMPLETON HOLDINGS TRUST, ON BEHALF OF ITS SERIES, FRANKLIN RESPONSIBLY SOURCED GOLD ETF AND FRANKLIN HOLDINGS LLC UNALLOCATED GOLD ACCOUNTS AGREEMENT This agreement is based upon the UNALLOCATED BULLION ACCOUNTS AGREEMENT as published by the London Precious Metals Clearing Limited

EX-FILING FEES

EX-FILING FEES 12 exfilingfeetable.htm FILING FEES TABLE Calculation of Filing Fee Tables Form S-1 (Form Type) Franklin Templeton Holdings Trust (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggre

Confidential draft (Amendment No. 4 ) submitted to the Securities and Exchange Commission on February 22, 2022 . This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information her

DRS/A 1 filename1.htm Confidential draft (Amendment No. 4 ) submitted to the Securities and Exchange Commission on February 22, 2022 . This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. As filed with the Securities and Exchange Commission on Registration No. 377-04722 UNITED STA

February 22, 2022

DRSLTR 1 filename1.htm February 22, 2022 Filed via EDGAR David Irving, Sharon Blume, Tonya Aldave and John Dana Brown U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Subject: Franklin Responsibly Sourced Gold ETF (the “Fund”) Franklin Templeton Holdings Trust (the “Registrant” or the “Trust”) Amended Draft Registra

Confidential draft (Amendment No. 3 ) submitted to the Securities and Exchange Commission on January 14, 2022 . This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information here

Confidential draft (Amendment No. 3 ) submitted to the Securities and Exchange Commission on January 14, 2022 . This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. As filed with the Securities and Exchange Commission on Registration No. 377-04722 UNITED STATES SECURITIES AND EXCH

January 14, 2022

January 14, 2022 Filed via EDGAR David Irving, Sharon Blume, Tonya Aldave and John Dana Brown U.

October 25, 2021

October 25, 2021 Filed via EDGAR David Irving, Sharon Blume, Tonya Aldave and John Dana Brown U.

Confidential draft (Amendment No. 2 ) submitted to the Securities and Exchange Commission on October 25, 2021. This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herei

Confidential draft (Amendment No. 2 ) submitted to the Securities and Exchange Commission on October 25, 2021. This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. As filed with the Securities and Exchange Commission on Registration No. 377-04722 UNITED STATES SECURITIES AND EXCHA

Confidential draft (Amendment No.1) submitted to the Securities and Exchange Commission on September 7, 2021. This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein

DRS/A 1 filename1.htm Confidential draft (Amendment No.1) submitted to the Securities and Exchange Commission on September 7, 2021. This amended draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. As filed with the Securities and Exchange Commission on Registration No. 377-04722 UNITED STATES

September 7, 2021

September 7, 2021 Filed via EDGAR David Irving, Sharon Blume, Tonya Aldave and John Dana Brown U.

As confidentially submitted to the Securities and Exchange Commission on April 23, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidentia

As confidentially submitted to the Securities and Exchange Commission on April 23, 2021.