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Rise Gold: Abdiel 3/A notes 19.99% blocker on 14,791,440 warrants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3/A

Rhea-AI Filing Summary

Rise Gold Corp. (RYES): Abdiel-affiliated reporting persons filed an amended Form 3 to add additional reporting owners and restate holdings. They report indirect beneficial ownership of 14,791,440 shares of Common Stock by funds they manage. The funds also hold Warrants to purchase 14,791,440 shares at $0.45, exercisable from 10/24/2025 until 10/24/2028, subject to a 19.99% Beneficial Ownership Blocker. As of this filing, the Warrants are exercisable for 3,647,267 and 7,939,555 shares by the two funds.

Positive

  • None.

Negative

  • None.
Insider Abdiel Capital Advisors, LP, Abdiel Investments LP, ABDIEL INVESTMENTS GP LLC, Investment Group of Abdiel LP, Investment Group of Abdiel GP LLC, Moran Colin T.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
holding Warrants (right to buy) -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Warrants (right to buy) — 14,791,440 shares (Indirect, By Funds); Common Stock — 14,791,440 shares (Indirect, By Funds)
Footnotes (1)
  1. Represents 4,656,007 shares held by Abdiel Investments LP and 10,135,433 shares held by Investment Group of Abdiel LP. The securities reported herein are held by Abdiel Investments LP and Investment Group of Abdiel LP (together, the "Funds"). Abdiel Capital Advisors, LP is the investment manager of the Funds. Abdiel Investments GP LLC is the general partner of Abdiel Investments LP. Investment Group of Abdiel GP LLC is the general partner of Investment Group of Abdiel LP. Colin T. Moran is the managing member of Abdiel Investments GP LLC, Investment Group of Abdiel GP LLC and Abdiel Capital Management, LLC, which is the general partner of Abdiel Capital Advisors, LP. By virtue of the foregoing relationships, each of the Reporting Persons may be deemed to beneficially own the securities held by the Funds. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein. The warrants to purchase Comon Stock held by the Funds (the "Warrants") are subject to a beneficial ownership limitation such that the Warrants are exercisable by a holder only to the extent the holder (collectively with certain other parties, the "Attribution Parties") would not beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Blocker"). Represents 4,656,007 Warrants held by Abdiel Investments LP and 10,135,433 Warrants held by Investment Group of Abdiel LP. In accordance with the Beneficial Ownership Blocker, as of the date of this filing the Warrants held by Abdiel Investments LP can only be exercised for 3,647,267 shares of Common Stock and the Warrants held by Investment Group of Abdiel LP can only be exercised for 7,939,555 shares of Common Stock.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Abdiel Capital Advisors, LP
(Last) (First) (Middle)
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2025 		3. Issuer Name and Ticker or Trading Symbol
Rise Gold Corp. [ RYES ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
10/31/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 14,791,440(1) I By Funds(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) 10/24/2025(3) 10/24/2028 Common Stock 14,791,440(3)(4) $0.45 I By Funds(2)
1. Name and Address of Reporting Person*
Abdiel Capital Advisors, LP
(Last) (First) (Middle)
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Abdiel Investments LP
(Last) (First) (Middle)
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ABDIEL INVESTMENTS GP LLC
(Last) (First) (Middle)
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Investment Group of Abdiel LP
(Last) (First) (Middle)
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Investment Group of Abdiel GP LLC
(Last) (First) (Middle)
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Moran Colin T.
(Last) (First) (Middle)
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
(Street)
NEW YORK NY 10016
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents 4,656,007 shares held by Abdiel Investments LP and 10,135,433 shares held by Investment Group of Abdiel LP.
2. The securities reported herein are held by Abdiel Investments LP and Investment Group of Abdiel LP (together, the "Funds"). Abdiel Capital Advisors, LP is the investment manager of the Funds. Abdiel Investments GP LLC is the general partner of Abdiel Investments LP. Investment Group of Abdiel GP LLC is the general partner of Investment Group of Abdiel LP. Colin T. Moran is the managing member of Abdiel Investments GP LLC, Investment Group of Abdiel GP LLC and Abdiel Capital Management, LLC, which is the general partner of Abdiel Capital Advisors, LP. By virtue of the foregoing relationships, each of the Reporting Persons may be deemed to beneficially own the securities held by the Funds. Each Reporting Person disclaims beneficial ownership of such securities, except to the extent of its or his pecuniary interest therein.
3. The warrants to purchase Comon Stock held by the Funds (the "Warrants") are subject to a beneficial ownership limitation such that the Warrants are exercisable by a holder only to the extent the holder (collectively with certain other parties, the "Attribution Parties") would not beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Blocker").
4. Represents 4,656,007 Warrants held by Abdiel Investments LP and 10,135,433 Warrants held by Investment Group of Abdiel LP. In accordance with the Beneficial Ownership Blocker, as of the date of this filing the Warrants held by Abdiel Investments LP can only be exercised for 3,647,267 shares of Common Stock and the Warrants held by Investment Group of Abdiel LP can only be exercised for 7,939,555 shares of Common Stock.
Remarks:
This Amendment to the Form 3 filed on October 31, 2025 is being filed solely to add Abdiel Investments GP LLC, Investment Group of Abdiel LP and Investment Group of Abdiel GP LLC as Reporting Owners, but otherwise restates the original filing in its entirety.
/s/ Colin T. Moran as managing member of Abdiel Capital Partners, LLC, general partner of Abdiel Capital Advisors, LP 11/06/2025
/s/ Colin T. Moran as managing member of Abdiel Investments GP LLC, general partner of Abdiel Investments LP 11/06/2025
/s/ Colin T. Moran as managing member of Abdiel Investments GP LLC 11/06/2025
/s/ Colin T. Moran as managing member of Investment Group of Abdiel GP LLC, general partner of Investment Group of Abdiel LP 11/06/2025
/s/ Colin T. Moran as managing member of Investment Group of Abdiel GP LLC 11/06/2025
/s/ Colin T. Moran, individually 11/06/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Abdiel disclose in the amended Form 3 for RYES?

They added additional reporting owners and restated holdings, showing indirect ownership of 14,791,440 common shares and Warrants for 14,791,440 shares at $0.45.

How many Rise Gold (RYES) shares are beneficially owned?

Funds managed by Abdiel report indirect beneficial ownership of 14,791,440 common shares.

What are the terms of the reported RYES warrants?

Warrants to purchase 14,791,440 shares at an exercise price of $0.45, exercisable from 10/24/2025 to 10/24/2028.

Is there a beneficial ownership cap on exercising the warrants?

Yes. A 19.99% Beneficial Ownership Blocker limits exercises that would exceed that ownership level.

How many warrant shares are currently exercisable under the blocker?

As of this filing: 3,647,267 shares for Abdiel Investments LP and 7,939,555 shares for Investment Group of Abdiel LP.

What is the reporting persons’ relationship to Rise Gold (RYES)?

They are listed as Director and 10% Owner, with holdings reported as indirect by funds.

Which entities hold the securities?

Abdiel Investments LP holds 4,656,007 shares and related Warrants; Investment Group of Abdiel LP holds 10,135,433 shares and related Warrants.