SEC v. Nathan Gauvin, Blackridge, LLC, Gray Digital Capital Management USA, LLC, et al. — U.S. Securities and Exchange Commission Litigation Release No. 26439, dated December 12, 2025.
The SEC charged a Canadian citizen and three entities he controls for running two fraudulent securities offerings that raised over $18 million. The defendant allegedly misappropriated investor funds, used fake credentials, and lied about investment performance to lure investors.
In Plain English
Imagine someone promising to be a super-smart investor who could make your money grow really fast. They showed fake success stories and made up impressive-sounding companies. They convinced people to give them millions of dollars, but instead of investing it, they spent it on fancy things and kept most of it for themselves. When people asked for their money back or proof of investment, the person disappeared.
Disclaimer: all facts are drawn from the SEC's own filings; the claims described are allegations unless and until a court rules or the parties settle, and some cases end in dismissal.
How the Alleged Scheme Worked
- Building a Fake Reputation Nathan Gauvin, a Canadian citizen, allegedly created a false persona as a successful investment manager. He claimed his firm, Blackridge, managed over a billion dollars, despite it being a shell entity. He used this fabricated background to gain followers on Discord.
- Launching the 'Gray Fund' Starting in September 2022, Gauvin and his entities, Blackridge and Gray Digital Capital Management USA, LLC, launched an unregistered offering for the 'Gray Fund.' They promised investors a diversified investment vehicle advised by Gray Digital and Gauvin.
- Fabricating Performance From February 2023 to January 2025, Gauvin and Gray Digital falsely advertised that the Gray Fund generated monthly returns between 1.14% and 21.14%, with many months showing double-digit gains. In reality, the fund's actual monthly compounded return was only about 1.4%.
- Misappropriating Investor Funds During the Gray Fund offering, Gauvin allegedly misappropriated approximately $6.3 million of investor money. He used these funds to finance a lavish lifestyle, including purchases of custom jewelry, luxury services, real estate, and art.
- Disseminating False Documents To further the scheme, Gauvin and Gray Digital provided investors with fabricated account statements. They also falsely claimed that the Gray Fund had secured a line of credit, adding to the illusion of legitimacy and financial stability.
- Second Scheme: Seed Stock Fraud In May 2024, Gauvin initiated a second fraudulent offering, selling 'seed stock' in Gray Digital Technologies at $30,000 per share.
- Lying About Company Valuation Gauvin falsely claimed that Gray Digital Technologies had a $60 million valuation and over $12 million in annual revenue. In reality, the company had no operations, assets, or revenue.
- Raising Funds and Disappearing Gauvin raised at least $60,000 from two retail investors for the seed stock offering. Shortly after receiving the funds, he ceased all communication with these investors and never provided the promised NFT documenting their ownership.
The Enforcement Action
On December 10, 2025, the SEC filed charges against Nathan Gauvin and three entities he controls—Blackridge, LLC, Gray Digital Capital Management USA, LLC, and Gray Digital Technologies, LLC—in the U.S. District Court for the Eastern District of New York. The SEC alleges violations of the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940. The SEC seeks permanent injunctive relief, disgorgement of ill-gotten gains plus prejudgment interest, and civil penalties.
Named in this action: Nathan Gauvin, Blackridge, LLC, Gray Digital Capital Management USA, LLC, Gray Digital Technologies, LLC.