Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Rise Gold Corp. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
76760R100 (CUSIP Number) |
10/24/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Abdiel Capital Advisors, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,378,262.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN, IA |
Comment for Type of Reporting Person: Row 6, 8 and 9. Comprised of (i) 14,791,440 shares of Common Stock (consisting of 4,656,007 held by Abdiel Investments LP and 10,135,433 held by Investment Group of Abdiel LP) and (ii) 11,586,822 shares of Common Stock issuable upon exercise of warrants (consisting of 3,647,267 held by Abdiel Investments LP and 7,939,555 held by Investment Group of Abdiel LP) with an exercise price of US$0.45 per share. The warrants (consisting of 4,656,007 held by Abdiel Investments LP and 10,135,433 held by Investment Group of Abdiel LP) are for the purchase of a total of up to 14,791,440 shares of Common Stock. The Reporting Person is prohibited from exercising the warrants if, as a result of such exercise, the Reporting Person (collectively with certain other parties, the "Attribution Parties") would beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Blocker"). As such, the warrants can currently only be exercised for 11,586,822 shares of Common Stock (consisting of 3,647,267 exercisable by Abdiel Investments LP and 7,939,555 exercisable by Investment Group of Abdiel LP). Row 10. Excludes 3,204,618 shares of Common Stock underlying warrants (consisting of 1,008,740 held by Abdiel Investments LP and 2,195,878 held by Investment Group of Abdiel LP) that are not currently exercisable because their exercise would result in exceeding the Beneficial Ownership Blocker described above.
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Abdiel Investments LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,303,274.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.29 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 6, 8 and 9. Comprised of (i) 4,656,007 shares of Common Stock and (ii) 3,647,267 shares of Common Stock issuable upon exercise of a warrant with an exercise price of US$0.45 per share. The warrant is for the purchase of a total of up to 4,656,007 shares of Common Stock. The Reporting Person is prohibited from exercising the warrant if, as a result of such exercise, the Reporting Person (collectively with certain other parties, the "Attribution Parties") would beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Blocker"). As such, the warrant can currently only be exercised for 3,647,267 shares of Common Stock. Row 10. Excludes 1,008,740 shares of Common Stock underlying warrants that are not currently exercisable because their exercise would result in exceeding the Beneficial Ownership Blocker described above.
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Abdiel Investments GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,303,274.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.29 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 6, 8 and 9. Comprised of (i) 4,656,007 shares of Common Stock and (ii) 3,647,267 shares of Common Stock issuable upon exercise of a warrant with an exercise price of US$0.45 per share. The warrant is for the purchase of a total of up to 4,656,007 shares of Common Stock. The Reporting Person is prohibited from exercising the warrant if, as a result of such exercise, the Reporting Person (collectively with certain other parties, the "Attribution Parties") would beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Blocker"). As such, the warrant can currently only be exercised for 3,647,267 shares of Common Stock. Row 10. Excludes 1,008,740 shares of Common Stock underlying warrants that are not currently exercisable because their exercise would result in exceeding the Beneficial Ownership Blocker described above.
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Investment Group of Abdiel LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,074,988.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Row 6, 8 and 9. Comprised of (i) 10,135,433 shares of Common Stock and (ii) 7,939,555 shares of Common Stock issuable upon exercise of a warrant with an exercise price of US$0.45 per share. The warrant is for the purchase of a total of up to 10,135,433 shares of Common Stock. The Reporting Person is prohibited from exercising the warrant if, as a result of such exercise, the Reporting Person (collectively with certain other parties, the "Attribution Parties") would beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Blocker"). As such, the warrant can currently only be exercised for 7,939,555 shares of Common Stock. Row 10. Excludes 2,195,878 shares of Common Stock underlying warrants that are not currently exercisable because their exercise would result in exceeding the Beneficial Ownership Blocker described above.
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Investment Group of Abdiel GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,074,988.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
13.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Row 6, 8 and 9. Comprised of (i) 10,135,433 shares of Common Stock and (ii) 7,939,555 shares of Common Stock issuable upon exercise of a warrant with an exercise price of US$0.45 per share. The warrant is for the purchase of a total of up to 10,135,433 shares of Common Stock. The Reporting Person is prohibited from exercising the warrant if, as a result of such exercise, the Reporting Person (collectively with certain other parties, the "Attribution Parties") would beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Blocker"). As such, the warrant can currently only be exercised for 7,939,555 shares of Common Stock. Row 10. Excludes 2,195,878 shares of Common Stock underlying warrants that are not currently exercisable because their exercise would result in exceeding the Beneficial Ownership Blocker described above.
SCHEDULE 13G
|
| CUSIP No. | 76760R100 |
| 1 | Names of Reporting Persons
Colin T. Moran | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,378,262.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Row 6, 8 and 9. Comprised of (i) 14,791,440 shares of Common Stock (consisting of 4,656,007 held by Abdiel Investments LP and 10,135,433 held by Investment Group of Abdiel LP) and (ii) 11,586,822 shares of Common Stock issuable upon exercise of warrants (consisting of 3,647,267 held by Abdiel Investments LP and 7,939,555 held by Investment Group of Abdiel LP) with an exercise price of US$0.45 per share. The warrants (consisting of 4,656,007 held by Abdiel Investments LP and 10,135,433 held by Investment Group of Abdiel LP) are for the purchase of a total of up to 14,791,440 shares of Common Stock. The Reporting Person is prohibited from exercising the warrants if, as a result of such exercise, the Reporting Person (collectively with certain other parties, the "Attribution Parties") would beneficially own more than 19.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Blocker"). As such, the warrants can currently only be exercised for 11,586,822 shares of Common Stock (consisting of 3,647,267 exercisable by Abdiel Investments LP and 7,939,555 exercisable by Investment Group of Abdiel LP). Row 10. Excludes 3,204,618 shares of Common Stock underlying warrants (consisting of 1,008,740 held by Abdiel Investments LP and 2,195,878 held by Investment Group of Abdiel LP) that are not currently exercisable because their exercise would result in exceeding the Beneficial Ownership Blocker described above.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Rise Gold Corp. | |
| (b) | Address of issuer's principal executive offices:
345 Crown Point Circle, Suite 600, Grass Valley, CA 95945 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by (i) Abdiel Capital Advisors, LP, (ii) Abdiel Investments LP, (iii) Abdiel Investments GP LLC, (iv) Investment Group of Abdiel LP, (v) Investment Group of Abdiel GP LLC, and (vi) Colin T. Moran (each, a "Reporting Person" and collectively, the "Reporting Persons"). The agreement among the Reporting Persons to file jointly (the "Joint Filing Agreement") is filed as Exhibit A hereto. The securities reported in this Schedule 13G are held by Abdiel Investments LP and Investment Group of Abdiel LP. 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, and Abdiel Capital Advisors, LP is the investment manager of Abdiel Investments LP and 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. | |
| (b) | Address or principal business office or, if none, residence:
90 Park Avenue, 29th Floor New York, NY 10016 | |
| (c) | Citizenship:
Abdiel Capital Advisors, LP, Abdiel Investments LP and Investment Group of Abdiel LP are Delaware limited partnerships. Abdiel Investments GP LLC and Investment Group of Abdiel GP LLC are Delaware limited liability companies. Colin T. Moran is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value | |
| (e) | CUSIP No.:
76760R100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G. | |
| (b) | Percent of class:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G. Percentage ownership is based on 120,370,467 shares of Common Stock outstanding as of October 27, 2025, as reported in the Issuer's Form 10-K for the fiscal year ended July 31, 2025 filed with the Securities and Exchange Commission on October 29, 2025, and for each Reporting Person gives effect to the exercise of warrants in accordance with the Beneficial Ownership Blocker defined in the cover pages to this Schedule 13G. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G. | ||
| (ii) Shared power to vote or to direct the vote:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Exhibit A - Joint Filing Agreement