Sec Form 3/A Filing - Abdiel Capital Advisors, LP @ Rise Gold Corp. - 2025-10-24

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Abdiel Capital Advisors, LP
2. Issuer Name and Ticker or Trading Symbol
Rise Gold Corp. [ RYES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ABDIEL CAPITAL, 90 PARK AVENUE, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/24/2025
(Street)
NEW YORK, NY10016
4. If Amendment, Date Original Filed (MM/DD/YY)
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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 14,791,440 ( 1 ) I By Funds ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $ 0.45 10/24/2025( 3 ) 10/24/2028 Common Stock 14,791,440 ( 3 ) ( 4 ) I By Funds ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Abdiel Capital Advisors, LP
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY10016
X
Abdiel Investments LP
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY10016
X
ABDIEL INVESTMENTS GP LLC
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY10016
X
Investment Group of Abdiel LP
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY10016
X
Investment Group of Abdiel GP LLC
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY10016
X
Moran Colin T.
C/O ABDIEL CAPITAL
90 PARK AVENUE, 29TH FLOOR
NEW YORK, NY10016
X
Signatures
/s/ Colin T. Moran as managing member of Abdiel Capital Partners, LLC, general partner of Abdiel Capital Advisors, LP 11/06/2025
Signature of Reporting Person Date
/s/ Colin T. Moran as managing member of Abdiel Investments GP LLC, general partner of Abdiel Investments LP 11/06/2025
Signature of Reporting Person Date
/s/ Colin T. Moran as managing member of Abdiel Investments GP LLC 11/06/2025
Signature of Reporting Person Date
/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
Signature of Reporting Person Date
/s/ Colin T. Moran as managing member of Investment Group of Abdiel GP LLC 11/06/2025
Signature of Reporting Person Date
/s/ Colin T. Moran, individually 11/06/2025
Signature of Reporting Person Date
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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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