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 JANUARY 31, 2023

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

FOR THE TRANSITION PERIOD FROM to

COMMISSION FILE NUMBER: 1-4488

MESABI TRUST

(Exact Name of Registrant as Specified in Its Charter)


New York		13-6022277
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)


c/o Deutsche Bank Trust Company Americas
Trust & Agency Services
1 Columbus Circle, 17th Floor
Mail Stop: NYC01-1710
New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (904) 271-2520

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 in Mesabi Trust	MSB	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ◻ No ⌧

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No ⌧

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ⌧		Smaller reporting company ☒
		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. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ⌧

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of July 31, 2022, the aggregate market value of the Units of Beneficial Interest in the registrant held by non-affiliates of the registrant was $357,507,409 based on the closing sale price as reported on the New York Stock Exchange. As of April 21, 2023, there were 13,120,010 Units of Beneficial Interest in Mesabi Trust outstanding.

DOCUMENTS INCORPORATED BY REFERENCE


Document		Parts Into Which Incorporated
Annual Report of the Trustees for the Fiscal Year Ended January 31, 2023 (Annual Report)		Parts I, II, and IV


PART I
ITEM 1.	Business	3
ITEM 1A.	Risk Factors	3
ITEM 1B.	Unresolved Staff Comments	3
ITEM 2.	Properties	3
ITEM 3	Legal Proceedings	4
ITEM 4.	Mine Safety Disclosures	4
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	4
ITEM 6.	Selected Financial Data	4
ITEM 7.	Trustees’ Discussion and Analysis of Financial Condition and Results of Operations	4
ITEM 7A	Quantitative and Qualitative Disclosures about Market Risk	4
ITEM 8.	Financial Statements and Supplementary Data	4
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5
ITEM 9A.	Controls and Procedures	5
ITEM 9B.	Other Information	6
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	6
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	7
ITEM 11.	Executive Compensation	9
ITEM 12.	Security Ownership of Certain Beneficial Owners and Trustees and Related Unitholder Matters	10
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	12
ITEM 14.	Principal Accountant Fees and Services	13
PART IV
ITEM 15.	Exhibit and Financial Statement Schedules	14
ITEM 16.	Form 10-K Summary	17
Signatures		18


	MESABI TRUST

	Deutsche Bank Trust Company Americas
	Robert C. Berglund
	James A. Ehrenberg
	Michael P. Mlinar
	Robin M. Radke


							Nonqualified
						Non-Equity	Deferred
		Trustee		Stock	Option	Incentive Plan	Compensation	All Other
	Fiscal	Fees Earned		Awards	Awards	Compensation	Earnings	Compensation		Total
Name and principal position	Year	($)		($)	($)	($)	($)	($)		($)

Deutsche Bank Trust Company Americas,	2023	$	181,563	N/A	N/A	N/A	N/A	5,901	(1)	$	187,464
Corporate Trustee	2022	$	156,307	N/A	N/A	N/A	N/A	5,561	(1)	$	161,868

	2023	$	53,322	N/A	N/A	N/A	N/A	N/A		$	53,322
Robert C. Berglund, Trustee	2022	$	49,345	N/A	N/A	N/A	N/A	N/A		$	49,345

	2023	$	53,322	N/A	N/A	N/A	N/A	N/A		$	53,322
James A. Ehrenberg, Trustee	2022	$	49,345	N/A	N/A	N/A	N/A	N/A		$	49,345

	2023	$	53,322	N/A	N/A	N/A	N/A	N/A		$	53,322
Michael P. Mlinar, Trustee	2022	$	49,345	N/A	N/A	N/A	N/A	N/A		$	49,345

	2023	$	53,322	N/A	N/A	N/A	N/A	N/A		$	53,322
Robin Radke, Trustee	2022	$	49,345	N/A	N/A	N/A	N/A	N/A		$	49,345


		Amount and
		Nature of Beneficial		Percent of
Title of Class	Name and Address of Beneficial Owner (1)	Ownership		Class

Units	Horizon Kinetics Asset Management LLC 470 Park Avenue South 4th Floor South New York, NY 10016	2,684,726	(2)	20.5%

Units	ValueWorks LLC One World Trade Center Suite 84-G New York, NY 10007	806,437	(3)	6.1%

Units	Deutsche Bank Trust Company Americas	0		**

Units	Robert C. Berglund	2,000		**

Units	James A. Ehrenberg	3,000	(4)	**

Units	Michael P. Mlinar	4,499	(5)	**

Units	Robin M. Radke	595		**

Units	All Trustees as a group	10,094		**


Trustees’ Report on Internal Control over Financial Reporting		Page F-2

Report of Independent Registered Public Accounting Firm		Page F-3

Balance Sheets as of January 31, 2023 and 2022		Page F-4

Statements of Income for the years ended January 31, 2023, 2022, and 2021		Page F-5

Statements of Unallocated Reserve and Trust Corpus for the years ended January 31, 2023, 2022, and 2021		Page F-6

Statements of Cash Flows for the years ended January 31, 2023, 2022, and 2021		Page F-7

Notes to Financial Statements		Pages F-8 - F-14


Item No.	Item	Filing Method

3 and 4(b)	Agreement of Trust dated as of July 18, 1961	Incorporated by reference from Exhibit 3 to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987. (filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T)

3(a) and 4(c)	Amendment to the Agreement of Trust dated as of October 25, 1982	Incorporated by reference from Exhibit 3(a) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1988. (filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T)

4(a)	Instruments defining the rights of Trust Certificate Holders	Incorporated by reference from Exhibit 4 to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987. (filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T)

4(d)	Description of Mesabi Trust’s Securities.	Filed herewith.

10(a)	Peters Lease	Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987. (filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T)

10(b)	Amendment of Assignment of Peters Lease	Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987. (filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T)

10(c)	Cloquet Lease	Incorporated by reference from Exhibits 10(a) - 10(d) to Mesabi Trust’s Annual Report on Form 10-K for the fiscal year ended January 31, 1987. (filed on paper – hyperlink is not required pursuant to Rule 105 of Regulation S-T)


MESABI TRUST


By:	DEUTSCHE BANK TRUST COMPANY
	AMERICAS
	Corporate Trustee


	Principal Administrative Officer and duly authorized signatory:*


	By:	/s/ Chris Niesz
		Chris Niesz*
		Vice President


/s/ Robert C. Berglund		April 24, 2023
Robert C. Berglund
Individual Trustee

/s/ James A. Ehrenberg		April 24, 2023
James A. Ehrenberg
Individual Trustee

/s/ Chris Niesz		April 24, 2023
Chris Niesz
Vice President
Deutsche Bank Trust Company Americas,
As Corporate Trustee of Mesabi Trust


/s/ Michael P. Mlinar		April 24, 2023
Michael P. Mlinar
Individual Trustee

/s/ Robin M. Radke		April 24, 2023
Robin M. Radke
Individual Trustee


Item No.	Item	Filing Method

32	Certification of Corporate Trustee of Mesabi Trust pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith.

101.INS	Inline XBRL Instance Document	Filed herewith.

101.SCH	Inline XBRL Taxonomy Extension Schema	Filed herewith.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase	Filed herewith.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase	Filed herewith.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase	Filed herewith.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase	Filed herewith.

104	Cover Page Interactive Data File	Embedded within the Inline XBRL document and contained in Exhibit 101

SEC Form 10-K filed by Mesabi Trust