Litigation Releases (Nathan Gauvin; Blackridge, LLC; Gray Digital Capital Management USA, LLC; Gray Digital Technologies, LLC)

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 26439 / December 12, 2025

Securities and Exchange Commission v. Nathan Gauvin, et al., No. 25-cv-06811 (E.D.N.Y. filed Dec. 10, 2025)

SEC Charges Canadian Citizen and Three Entities with Fraudulent Securities Offerings Targeting Retail Investors

On December 10, 2025, the Securities and Exchange Commission filed charges against Canadian citizen Nathan Gauvin and three entities he controls-Blackridge, LLC, Gray Digital Capital Management USA, LLC, and Gray Digital Technologies, LLC-for orchestrating two fraudulent securities offerings that raised over $18 million from investors across the United States and abroad. Gauvin allegedly misappropriated approximately $6.3 million of investor funds and used fabricated credentials, false performance metrics, and fictitious account statements to lure investors into his schemes.

According to the SEC's complaint, filed in the U.S. District Court for the Eastern District of New York, Gauvin gained a following on Discord by falsely presenting himself as a successful investment professional managing over a billion dollars in assets through Blackridge, which in reality was a mere shell entity. From September 2022 to November 2024, Gauvin and his entities allegedly raised approximately $18.1 million from investors through an unregistered offering of interests in the "Gray Fund," a purported diversified investment fund advised by Gray Digital and Gauvin. The complaint alleges that Gauvin and Gray Digital falsely claimed that the Gray Fund generated double-digit monthly returns and held over $78 million in assets, when, in fact, the fund actually had a monthly compounded return of approximately 1.4% and its assets were far lower than claimed. The complaint further alleges that Gauvin misappropriated investor funds to finance a lavish lifestyle, including using hundreds of thousands of dollars for purchases of custom jewelry, luxury concierge services, real estate, and art.

In a second scheme which began in May 2024, Gauvin allegedly offered "seed stock" in Gray Digital Technologies at $30,000 per share, falsely claiming the company had a $60 million valuation and more than $12 million in annual revenue. In reality, the complaint alleges that Gray Digital Technologies had no operations, assets, or revenue. According to the complaint, Gauvin raised at least $60,000 from two retail investors and then ceased communicating with them about this offering.

The SEC's complaint, filed in the U.S. District Court for the Eastern District of New York, charges Gauvin, Gray Digital Capital Management USA, LLC, and Gray Digital Technologies, LLC with violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933; Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; and Gauvin and Gray Digital Capital Management USA, LLC with violating Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder. Blackridge, LLC is charged with violating Sections 17(a)(1) and 17(a)(3) of the Securities Act, Section 10(b) of the Exchange Act and Rules 10b-5(a) and (c) thereunder.

The SEC's investigation was conducted by Clemon Ashley, Ayesha Ahmed, and Matilda Singleton and supervised by Samantha Martin and Jaime Marinaro, and the litigation will be led by Matt Gulde and supervised by Keefe Bernstein, all of the Fort Worth Regional Office.

The SEC appreciates the assistance of the Commodity Futures Trading Commission and the U.S. Attorney's Office for the Eastern District of New York.