SEC v. Nathan Gauvin; Blackridge, LLC; Gray Digital Capital Management USA, LLC; and Gray Digital Technologies, LLC, Eastern District of New York (Dec. 12, 2025) — Complaint

[OCR_UNRECOVERABLE method=recover reason=missing_pdf ts=2026-08-11T14:53:34.706Z]                                                           

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

 
  
SECURITIES AND EXCHANGE 
COMMISSION, 

 

  
Plaintiff,  

 Case No. 1:25-cv-6811 
v.  

      
 

NATHAN GAUVIN; BLACKRIDGE, LLC; 
GRAY DIGITAL CAPITAL MANAGEMENT 
USA, LLC; and GRAY DIGITAL 
TECHNOLOGIES, LLC,  

 

  
Defendants.  

  
 

COMPLAINT 

 
Plaintiff Securities and Exchange Commission (the “Commission” or “SEC”) alleges: 

SUMMARY OF THE ACTION 

1. Between March 2022 and March 2025, Nathan Gauvin (“Gauvin”) orchestrated 

two separate but related offering frauds through three entities that he controls—Blackridge, LLC 

(“Blackridge”), Gray Digital Capital Management USA, LLC (“Gray Digital”), and Gray Digital 

Technologies, LLC (“Gray Digital Technologies”) (collectively, with Gauvin, “Defendants”).   

2. In the first scheme, Gauvin, directly and through Blackridge and Gray Digital, 

raised approximately $18.1 million from more than 40 investors across multiple states and 

foreign countries between September 2022 and November 2024, through an unregistered and 

fraudulent offering in what he called the Gray Fund.   

3. Gauvin purported to be the successful manager of Blackridge, which he claimed 

was a New York-based financial firm with over a billion dollars in assets under management 

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(“AUM”).  Using this fictional backdrop, Gauvin launched Gray Digital and the Gray Fund in 

March 2022, claiming that he wanted to use his purported financial acumen to benefit retail 

investors by allowing them to invest in the Gray Fund—a diversified investment fund advised by 

Gray Digital and Gauvin that would purportedly hold and trade debt and equity securities, 

derivatives, and crypto assets.   

4. From February 2023 to January 2025, Gauvin and Gray Digital falsely claimed 

through the Gray Digital website and investor communications that the Gray Fund generated 

monthly returns in the range of 1.14%-21.14%, and in 17 of the 24 months generated double-

digit monthly returns.  In reality, Gauvin had no professional financial experience (his resume 

was a fraud and Blackridge was a mere shell entity), the trading in all accounts effected on behalf 

of the Gray Fund generated monthly compounded returns of approximately 1.4% during the 

pertinent timeframe, and Gauvin, via Gray Digital and Blackridge accounts, misappropriated 

approximately $6.3 million in investor money and Gray Fund assets.  In furtherance of the 

scheme, Gauvin and Gray Digital also disseminated false account statements to investors and 

other third parties and falsely claimed the Gray Fund had obtained a line of credit. 

5. In May 2024, Gauvin launched a second scheme in which he misled investors by 

offering purported shares of “seed stock” at $30,000 per share in Gray Digital.1  Gauvin lied 

about the prospects of the investment, including by falsely claiming that Gray Digital had a $60 

million valuation.  Shortly after raising at least $60,000 from two retail investors, Gauvin ceased 

communicating with the investors about this unregistered offering and never provided them a 

promised NFT2 documenting their ownership interest. 

 
1 As described in paragraph 68 below, although Gauvin created the impression that investors were investing in Gray 
Digital, the issuer as listed in the offering documents was actually “Gray Digital Technologies.” 
2 NFT stands for “non-fungible token,” which is a unique digital identifier that is recorded on a blockchain and can 
be used to certify ownership or authenticity.  

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6. Through their actions, Defendants violated, and unless enjoined will continue to 

violate, the antifraud or securities-registration provisions of the federal securities laws as 

specified below.  To protect the public from further harm and fraudulent activity, the SEC brings 

this action against Defendants and seeks: (i) permanent injunctive relief; (ii) disgorgement of ill-

gotten gains, plus prejudgment interest; and (iii) civil penalties. 

DEFENDANTS 

7. Nathan Gauvin, a Canadian citizen age 26, claims to live in Sudbury, Ontario, 

Canada, but is believed to reside in London.  Gauvin is the founder, managing member, and chief 

executive officer of Blackridge.  He also created and controls Gray Digital, Gray Digital 

Technologies, and multiple other entities operating under variations of the “Blackridge” and 

“Gray” names.  Gauvin is the sole signatory of all identified accounts held by various 

“Blackridge” and “Gray” entities.  Gauvin has never been registered with the Commission in any 

capacity.    

8. Blackridge, LLC is a Delaware limited liability company controlled by Gauvin 

that purports to be New York-based and falsely claims to have $1.7 billion in AUM.  Gauvin 

serves as CEO, President, control person, and Managing Member of Blackridge.  Blackridge 

functions as an umbrella entity for various other “Blackridge” entities.  Blackridge has never 

been registered with the Commission in any capacity.  Gauvin formed several companies with 

the “Blackridge” moniker, but he typically did not reference a specific “Blackridge” entity in his 

communications with investors and did not observe corporate formalities between the various 

entities.  Although Gauvin held Blackridge out to be a separate venture from Gray Digital and its 

management of the Gray Fund, Blackridge’s brokerage and bank accounts held the bulk of the 

Gray Fund’s assets, and Gauvin was the sole signatory on the accounts. 

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9. Gray Digital Capital Management USA, LLC (“Gray Digital” f/k/a Gray 

Market) is a Delaware limited liability company that Gauvin founded and controls as its CEO.  

Gray Market is a d/b/a that Gauvin used, but, upon information and belief, that he never formed 

or registered as an entity in any jurisdiction.  Gauvin provided investment advisory services to 

the Gray Fund beginning at least as early as March 2022.  Gray Market purportedly managed the 

Gray Fund until April 2024, when Gauvin rebranded Gray Market as “Gray Digital” and 

registered Gray Digital in Delaware.  Gray Digital’s website lists Gray Digital as an adviser to 

the Gray Fund.  Gray Digital’s website also falsely claimed Gray Digital was a New York-based 

investment adviser, but Gray Digital never had office space in New York.  Gauvin appears to 

operate the business from wherever he is located at any given time.  Gauvin formed several 

companies with the “Gray Digital” moniker, but he typically did not reference a specific “Gray 

Digital” entity in his communications with investors and did not observe corporate formalities 

between the various entities.  Gray Digital has never been registered with the Commission in any 

capacity.  

10. Gray Digital Technologies, LLC is a Delaware limited liability company 

controlled by Gauvin that purports to operate as the holding company for the supposed 

proprietary technology of the Gray Digital platform.  In May 2024, Gray Digital Technologies 

offered shares of its preferred seed stock for $30,000 per share.  Gray Digital Technologies has 

never been registered with the Commission in any capacity.    

JURISDICTION AND VENUE 

11. The Commission brings this action pursuant to authority conferred upon it by 

Sections 20(b) and 20(d) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b) 

and 77t(d)], Sections 21(d) and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) 

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[15 U.S.C. §§ 78u(d) and 78u(e)] and Section 209 of the Investment Advisers Act of 1940 

(“Advisers Act”) [15 U.S.C. § 80b-9]. 

12. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act [15 US.C. § 77v(a)], Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. 

§§ 78u(d), (e), and 78aa] and Sections 209(d), 209(e), and 214 of the Advisers Act [15 U.S.C. §§ 

80b-9(d), 80b-9(e), and 80b-14]. 

13. Defendants offered and sold investments that are “securities” as defined in 

Section 2(a)(1) of the Securities Act [15 US.C. § 77b(a)(1)], Section 3(a)(10) of the Exchange 

Act [15 US.C. § 78c(a)(10)], and Section 202(a)(18) of the Advisers Act [15 US.C. § 80b-

2(a)(18)].  Section 2(a)(1) of the Securities Act and Section 202(a)(18) of the Advisers Act 

define “security” to include, among other things, any “stock” or “investment contract.”  The 

offerings of interest in the Gray Fund, as described below, were investment contracts.  The 

offerings of shares in Gray Digital Technologies, as described below, were stocks under the 

federal securities laws.  

14. In connection with the conduct described in this Complaint, Defendants, directly 

or indirectly, made use of the mails or the means or instruments of transportation or 

communication in interstate commerce, including but not limited to email, wiring of funds, and 

use of brokerage accounts.  Gauvin used U.S. banks and repeatedly used doctored screenshots 

from a Connecticut-based broker as a central part of Defendants’ fraud. 

15. Venue is proper in this District because Gauvin represented to investors that 

Blackridge was a New York-based financial firm.  Further, in connection with the conduct 

described in this Complaint, Gauvin posted statements to a social media server from Manhattan 

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and sent one or more wire transfers from Manhattan.  Additionally, multiple investors reside in 

this District. 

FACTUAL ALLEGATIONS 

I. The Gray Fund Offering 

16. Gauvin, through Blackridge and Gray Digital, conducted an unregistered 

fraudulent securities offering in which Gauvin used misleading statements and omissions to raise 

millions of dollars from investors.  Then, instead of using investor funds as promised, Gauvin 

misappropriated millions of dollars and prevented investors from withdrawing funds.  

a. Gauvin Falsely Presented Himself as an Established Professional in the 
Financial Industry 

 
17. In September 2021, at age 22, Gauvin formed Blackridge.  Two months later, 

Gauvin opened a U.S. bank account and a brokerage account for Blackridge.  When opening 

Blackridge’s brokerage account at a Connecticut-based brokerage firm (“Broker A”), Gauvin 

listed his occupation as “truck driver and heavy equipment operator.”  Until February 2023, the 

Blackridge account with Broker A held balances between $50 and $1,000, and that account also 

held shares in a single company.   

18. In late 2021, Gauvin began participating in a Discord community called 

“Cryptonaiz.”  Introducing himself only as “Gray,” Gauvin strategically positioned himself 

within this community by sharing investment insights and recommendations related to 

investments in crypto assets.  From late 2021 through early 2022, “Gray” gradually built a 

reputation and following within the Cryptonaiz community for providing seemingly objective 

investment advice. 

19. In early 2022, Gauvin created the Gray Digital community on Discord.  Gauvin 

first represented Gray Digital as an educational service charging $200/month for membership.  

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Eventually, a sizeable number of Cryptonaiz members followed Gray to the Gray Digital Discord 

community.   

20. Despite having no formal finance experience, Gauvin misrepresented to the Gray 

Digital Discord community participants that: (a) he managed over a billion dollars in assets 

through his financial firm, Blackridge, and (b) he had extensive experience at specific prestigious 

investment firms. 

b. Gauvin Used Social Media and Gray Digital’s Website to Solicit Victim 
Investors  

 
21. In March 2022, Gauvin launched the Gray Fund.  When soliciting investors for 

the Gray Fund, Gauvin again made misrepresentations about Blackridge as part of his scheme to 

appear more successful and established than he actually was.  For instance, Gauvin created a 

LinkedIn profile that included fake work experience in the financial industry and falsely stated 

that his company, Blackridge, managed $1.7 billion in assets.   

22. Gauvin initially took no steps to verify whether Gray Fund investors were 

accredited.  For the first two years, Gauvin and Gray Digital accepted investors to the Gray Fund 

without conducting any due diligence on its investors.  In July 2024, Gray Digital began 

requiring investors to complete Know Your Customer (“KYC”) verifications.  Neither Gauvin 

nor Gray Digital ever registered any offering of securities with the SEC. 

23. Gauvin and Gray Digital did not provide investors with an offering memorandum 

or prospectus that provided details about Gray Fund, nor did Gray Fund investors sign 

subscription or similar agreements.  Instead, Gauvin directed participants in the Gray Digital 

Discord community interested in investing in the Gray Fund to Gray Digital’s website.   

24. According to the website, the Gray Fund was professionally managed by Gray 

Digital and Gauvin and offered diversified exposure across traditional finance, crypto assets, and 

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derivatives markets.  The website also stated that the Gray Fund’s portfolio allocation was 

continually reviewed and adjusted by the portfolio managers, ensuring that it remained aligned 

with evolving market conditions and the fund’s overall goals.   

25. Gauvin and Gray Digital restricted investment in the Gray Fund to “participating 

members” who paid Gray Digital a $200 monthly subscription fee.  Investors could pay this fee 

to Gray Digital directly or have it deducted from their purported investment profits.   

26. Gray Digital’s website published what Gauvin claimed to be monthly 

performance metrics for the Gray Fund, including the fund balance, monthly returns, 12-month 

average returns, lifetime deposits, withdrawals, and platform fees.  For example, in an update 

posted on Gray Digital’s website dated February 2025, Gauvin and Gray Digital falsely claimed 

the Gray Fund held over $78 million in assets and had realized a cumulative return of 4,775.88% 

since the fund began in March 2022.   

27. Gauvin and Gray Digital also solicited Gray Fund investors through X accounts 

and Telegram channels. 

28. Investors sent money to invest in the Gray Fund through Gray Digital’s website, 

which accepted stablecoins,3 fiat currency via wire transfers, and credit card payments.  But 

Gauvin did not deposit these funds into a segregated Gray Fund account.  Rather, he directed 

most investor money into Blackridge’s account with Broker A and Blackridge’s bank accounts.   

29. Gray Digital’s website stated that Gray Digital would take a 15% fee when 

investors withdrew their purported profits but that investors could withdraw their principal 

investment during specific times without incurring a fee.   

 
3 A stablecoin is a type of crypto asset designed to maintain a stable value relative to a reference asset, such as USD 
or another fiat currency, or a commodity like gold, or a pool or basket of assets. Stablecoins generally are designed 
to track the value of the reference asset on a one-for-one basis. 

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30. As Gray Digital’s early investors began to successfully withdraw their purported 

profits, they spread the word to others.  Consequently, investors from at least approximately 18 

U.S. states and elsewhere around the world entrusted Gauvin with their money. 

c. Gauvin and Gray Digital Acted as Investment Advisers 

31. Gauvin and Gray Digital each meet the definition of an investment adviser under 

Section 202(a)(11) of the Advisers Act.   

32. Gauvin and Gray Digital consistently described themselves as acting as advisers 

to the Gray Fund.  Gauvin, through Gray Digital in statements on the Gray Digital website, 

described the Gray Fund as “a professionally managed fund that is owned and operated by the 

Gray Digital Financial Technology Company.”  Gauvin and Gray Digital further stated that Gray 

Digital “provides institutional quality investment services and products to everyone.” 

33. Gauvin and Gray Digital represented to investors that they would receive 

compensation for their services advising the Gray Fund, stating that Gray Digital would charge a 

fee of 15% of investors’ profits at withdrawal except during designated periods.  Gauvin and 

Gray Digital also received additional compensation when they misappropriated Gray Fund 

assets. 

d. Gauvin’s Scheme Unraveled 
 
34. In mid-2024, Gauvin and Gray Digital stopped honoring Gray Fund investors’ 

withdrawal requests.  In July 2024, Gray Digital announced that it would only allow investors to 

withdraw money from the Gray Fund on a quarterly basis while Gray Digital continued to accept 

monthly deposits from investors seeking to invest in the Gray Fund.   

35. Gauvin employed a shifting series of excuses to explain why he and Gray Digital 

had halted withdrawals.  When investors asked pointed questions via Discord, Gauvin initially 

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blamed unspecified “banking issues” that needed to be cleared.   On July 21, 2024, Gray Digital 

published an article through Medium.com, a website that hosts articles, blogs, and stories written 

by its users, claiming that “malicious persons” had contacted Gray Digital’s banks, resulting in 

account restrictions at one bank.  According to the article, these “malicious” actors had allegedly 

exploited the monthly withdrawal structure, resulting in “significant outflows and unnecessary 

losses” that supposedly required “forced liquidations.”  Gray Digital claimed it would expel the 

malicious actors from the Gray Fund.  None of these excuses were true. 

36. Two weeks later, in an August 5, 2024 Medium article, Gray Digital again 

addressed withdrawal delays, vaguely promising to clear the June and July backlogs during the 

August withdrawal window while hedging that “we can’t confirm exact timing or amounts until 

the banking issue is resolved.”  When investors pressed on Discord for updates, Gauvin claimed 

that honoring the withdrawal requests was “subject to external factors” beyond his control.  In a 

September 2, 2024 Medium article, Gray Digital admitted that no progress had been made on 

honoring withdrawal requests.   

37. On October 26, 2024, Gauvin posted to investors on Discord that Gray Digital 

was “temporarily pausing further communications,” claiming that despite “transparent 

communication,” actions by certain actors were “increasingly misaligned with the best interest of 

Gray Digital.”  Gauvin and Gray Digital never fulfilled the pending investor withdrawal 

requests.   

38. Gauvin misappropriated approximately $6.3 million of investor funds and Gray 

Fund’s assets, leaving investors – some of whom used credit cards to finance their investment 

with Gauvin – with substantial losses.    

 

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II. False and Misleading Statements to Gray Fund Investors 

39. Gauvin lied to Gray Fund investors through statements he made directly through 

his Discord communications and his LinkedIn account and through Gray Digital’s website, the 

Gray Digital Discord community, X account, and articles Gray Digital published through 

Medium.com. 

a. Gauvin fabricated a successful career at reputable professional firms. 
 

40. Despite having no formal financial education or experience, Gauvin presented 

himself in statements in his LinkedIn profile and on Gray Digital’s website as an accomplished 

investment professional with extensive experience at prominent financial firms.  Gauvin falsely 

claimed to be a founder of Company A, a tax software company, and an investment partner at 

two well-known investment management firms, “Firm A” and “Firm B.”   

41. In reality, Gauvin was never a founder or even an employee of Company A.  

Similarly, he was never a partner or even employed by either Firm A or Firm B.   

42. Gauvin’s supposed credentials were key factors in multiple investors’ decisions to 

invest.  Those investors would not have invested in the Gray Fund if they had known the truth 

about Gauvin’s limited financial industry experience.  

b. Gauvin and Gray Digital lied about Blackridge’s AUM and Gray Fund’s 
Asset Values. 

 
43. Gauvin misrepresented the value of assets that his entities purportedly managed 

through a two-pronged deception involving Blackridge and Gray Digital. 

i. Blackridge AUM 
 

44. Gauvin falsely claimed, including on LinkedIn, Discord, and Medium.com, that 

Blackridge or related “Blackridge” branded companies managed $1.7 billion in assets.  For 

example, Gauvin’s LinkedIn profile falsely represented that Gauvin served as “founder, CEO, 

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and Chief Investment Officer” since 2019 of a Blackridge entity described as a “private 

investment firm with over $1.7 billion in assets under management.”   

45. In reality, Blackridge never managed an amount approaching $1.7 billion and had 

only minimal assets in its brokerage and bank accounts prior to the receipt of investor money 

intended for the Gray Fund.   

46. Once Blackridge started receiving funds from Gray Fund investors, the highest 

asset value ever achieved in the brokerage accounts associated with Blackridge was $9.2 million 

in December 2023.   

47. Gauvin’s misrepresentations about Blackridge were material to investors’ 

decisions to invest in the Gray Fund. 

ii. Gray Fund Asset Values 
 

48. Gauvin repeatedly fabricated asset values purportedly held by the Gray Fund.  To 

substantiate Gauvin’s claims, Gray Digital posted supposed statements from Broker A to the 

document section of the Gray Digital Discord channel.   

49. These supposed brokerage statements were fake for two reasons.  First, neither the 

Gray Fund nor Gray Digital ever had brokerage accounts at Broker A – the account was in 

Blackridge’s name.  Second, Gauvin doctored the statements to inflate the value of the securities 

in the account.   

50. Gauvin repeatedly provided additional false information in connection with the 

Gray Fund to investors and prospective investors.  For example: 

a. On April 3, 2023, Gauvin falsely told the Gray Digital Discord community 

that the Gray Fund had an ending balance of approximately $5 million as of March 31, 2023.  In 

contrast, the Blackridge brokerage accounts holding the Gray Fund’s assets showed an asset 

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value of only approximately $186,442 as of March 31, 2023. 

b. Gray Digital posted a falsified January-May 2023 Broker A statement to 

the Gray Digital Discord community, purporting to show that the Gray Fund had an account with 

assets valued at $6.8 million, when the actual Blackridge Broker A account contained only 

approximately $114,953.  The Broker A statement was altered to display “Gray Market” as the 

accountholder, instead of Blackridge. 

c. In August 2023, Gray Digital posted a fabricated Broker A statement to 

investors via its private Discord channel, purporting to show $14 million in assets, when the 

actual Blackridge Broker A account held just $3.1 million in assets.  The Broker A statement was 

altered to display “Gray Market” as the accountholder, instead of Blackridge. 

d. Gray Digital engaged the South African affiliate of an international 

accounting and consulting firm (“Firm C”) to attest to the Gray Fund’s assets.  In January 2024, 

Firm C issued an Agreed-Upon Procedures Report claiming that Gray Digital had $37 million in 

assets at Broker A.  However, this report was based on a falsified Blackridge brokerage 

statement that Gauvin provided to Firm C.  In fact, Blackridge’s Broker A account held just $7.5 

million as of January 31, 2024.  Nonetheless, Gray Digital posted the Firm C report to the Gray 

Digital Discord community. 

e. In the Gray Digital Discord community, investors asked Gauvin about 

Firm C’s process for verifying the Broker A statements.  In response, Gauvin falsely claimed that 

Firm C had contacted banks and brokerage firms to independently verify Gray Digital’s account 

statements.  Contrary to Gauvin’s claims, Firm C’s own reports explicitly stated that it did not 

independently verify the account statements Gray Digital provided for the reports.   

 

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f. In March 2024, Gray Digital posted a falsified Broker A verification 

statement to investors to its private Discord channel that claimed over $52 million in assets, 

while the primary brokerage account showed a balance of less than $19,000 at month’s end.  The 

Broker A statement was altered to display “Gray Digital Capital Management Inc.” as the 

accountholder, instead of Blackridge. 

c. Gauvin and Gray Digital inflated the Gray Fund’s monthly rate of return. 
 

51. From February 2023 to December 2024, Gauvin and Gray Digital presented 

investors with inflated monthly rates of return in most months ranging from 1.14% to 21.14%.   

52. Each month, the Gray Fund announced its performance metrics, including 

monthly returns and AUM, on its website and via Discord messages.  But Blackridge’s 

brokerage accounts (which held Gray Fund’s assets) revealed a dramatically different reality.  

The actual monthly returns during this time period ranged from approximately -23.70% to 

43.02%, with a monthly compounded return of approximately 1.4%.  In all but a few of the 

months between February 2023 and December 2024, the relevant brokerage accounts showed 

lower monthly compounded returns than Gauvin and Gray Digital reported to investors through 

Discord and on Gray Digital’s website.4   

53. Gray Fund’s reported monthly rates of returns motivated investors to invest in the 

first instance, to remain invested, and to make subsequent investments when they saw the rates 

of return reflected in the purported profits visible online and posted by Gauvin on Discord.  The 

difference between the actual and reported returns would have been material to investors’ 

decisions to invest in the Gray Fund. 

 

 
4 Gauvin conducted the vast majority of Gray Digital and Gray Fund transactions through Broker A.  By December 
2024, in addition to Broker A, Gauvin had also held accounts at three other brokerage firms. 

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d. Gauvin and Gray Digital misrepresented the size and composition of Gray 
Fund’s portfolio. 
   

54. Through the Gray Digital website, Gauvin misrepresented the size and 

composition of Gray Fund’s portfolio to investors.  For example, in November 2024, Gray 

Digital’s website claimed that Gray Digital had AUM of $75.1 million, allocated as follows: 

60% in credit and debt (25% corporate bonds, 5% government bonds, 30% high-yield bonds), 

15% in leveraged puts/calls (10% tech sector, 3% healthcare, and 2% other sectors), and 25% in 

derivatives (15% options, 7% futures, and 3% swaps).   

55. The claimed size and allocation of Gray Digital’s AUM were a fiction.  On 

information and belief, the value of all brokerage holdings related to Gray Digital was under 

$900,000 in November 2024, held completely in bonds.  Gray Digital’s AUM was a tiny fraction 

of the claimed $75.1 million AUM, comprised of 100%, not 60%, bond holdings.     

e. Gauvin and Gray Digital fabricated a $5 million bank line of credit.  
 

56. In February 2023, Gauvin announced to his Discord community that the Gray 

Fund had obtained a $5 million line of credit from Saudi National Bank.  Gauvin claimed that the 

line of credit would “provide deeper liquidity and enhance overall performance” and increase 

growth benchmarks from 10% to “30 to 50% monthly.”  In October 2023, Gauvin told his 

Discord community that the line of credit had been recently “revised with more liquidity.”   

57. Gray Digital also “pinned” the purported contract evidencing the line of credit to 

the Discord community.5  However, this “pinned” contract appears to be a slight modification of 

a document filed with the SEC by another company that was publicly accessible via Edgar and 

appears to be a line of credit for “Physical Goods/Inventory,” not for the Gray Fund’s financial 

 
5 “Pinning” a Discord message saves it to the Discord’s “pinned messages” list, making it easily accessible for all 
members of that channel, even as new conversations push older messages out of view.  

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assets as Gauvin was claiming.  Both the “pinned” contract and the apparent source document 

had identical provisions related to whether the collateral had been used to generate, manufacture, 

store, or release a hazardous substance — a contractual provision that makes sense in the context 

of physical goods and inventory but not financial assets. 

58. Accordingly, on information and belief, Gauvin copied an unrelated contract, 

filed with the SEC by a different company and publicly available on Edgar, to mislead investors 

into believing that the Gray Fund had obtained a line of credit.  The information that Gauvin had 

in fact fabricated this line of credit would have been material to investors’ decisions to invest in 

the Gray Fund. 

59. After promoting the line of credit for 18 months, Gauvin and Gray Digital stated 

in an August 2024 Medium article that “the line of credit is no longer available and hasn’t been 

since last year.”  Even this statement appears to be false or misleading because it suggested that 

the line of credit once existed when evidence tends to show that it never did. 

III. Use of Funds and Misappropriation of Gray Fund’s and Gray Fund Investors’ 
Assets  
 

a. Flow of Funds 
 

60. Gray Digital accepted investments for the Gray Fund through its website in the 

form of bank wire transfers, credit card transactions, and stablecoins.  Gauvin was the sole 

signatory for all relevant accounts, including the bank, brokerage, and accounts at a crypto asset 

trading platform and payment processor.  Then, Gauvin transferred the funds to bank or 

brokerage accounts he controlled for Blackridge.  In March 2024, Gauvin established and 

controlled separate bank and brokerage accounts in the name of Gray Digital entities in addition 

to the Blackridge accounts.  From that point, some of the investor transactions flowed into the 

Gray Digital accounts in addition to the Blackridge accounts.  For incoming and outgoing 

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transactions in crypto assets, Gray Digital used an account at a crypto trading platform 

(“Platform A”) and another account at a payment processor (“Processor A”). 

b. Use of Funds 
 

61. From September 2022 to November 2024, Gray Digital and Blackridge received 

at least $18.1 million for investment in the Gray Fund through three primary channels: (1) 

approximately $5.4 million in deposits directly from investors; (2) approximately $6.6 million 

from companies associated with Platform A; and (3) approximately $6.1 million from Processor 

A.  On information and belief, $12.3 million of these investor funds were transferred to crypto 

asset wallets controlled by Gauvin and Gray Digital.   

62. On information and belief, substantially all investor funds were either withdrawn 

by investors or misappropriated by Gauvin.  As of July 14, 2025, Gauvin and his entities have 

nearly exhausted the value of identified crypto asset wallets, which contained only about $129.74 

as of September 23, 2025.   

c. Misappropriation 
 

63. Operating through Blackridge and Gray Digital, Gauvin misappropriated investor 

funds for personal enrichment.  As the sole signatory on all bank and brokerage accounts, 

Gauvin maintained exclusive control over investor funds.  Financial analysis of bank and crypto 

asset transactions from February 1, 2023 to March 31, 2025 reveals that Gauvin misappropriated 

approximately $6.3 million of investor capital from Blackridge and Gray Digital accounts that 

held Gray Fund assets.   

64. As detailed in Section I(b) above, Gray Digital’s website represented that Gray 

Digital would take a 15% fee when investors withdrew their purported profits from the Gray 

Fund.  Gauvin misappropriated amounts far in excess of 15% of investors’ so-called profits.  

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Assuming that investor withdrawals actually represented investor profits, Gray Digital would 

have been entitled to receive, at most, approximately $1.7 million in fees (and even then, only at 

the time of investor withdrawal).  Yet, Gauvin took approximately $8 million for himself, 

thereby misappropriating approximately $6.3 million of investor funds. 

65. As detailed in Section II(c) above, Gauvin and Gray Digital created fictitious 

returns and used these fabricated profits to support their withdrawal fee calculations.   

66. Instead of using investor funds as promised, Gauvin used misappropriated 

investor funds to finance an extravagant lifestyle.  Operating through Blackridge and Gray 

Digital accounts, Gauvin transferred over $2.8 million of investor proceeds directly to personal 

accounts and other accounts he controlled and also used investor funds to pay off his personal 

credit cards.  Gauvin also spent misappropriated investor funds on custom jewelry 

(approximately $250,000), luxury concierge services (more than $100,000), real-estate expenses 

(approximately $180,000), and art purchases (more than $250,000). 

IV. Gauvin and Gray Digital Technologies’ Seed Raise Scheme 

67. In May 2024, a month before he froze investor withdrawals in the Gray Fund 

Scheme, Gauvin offered Gray Digital’s Discord community the opportunity to own a piece of 

Gray Digital by participating in a $6 million seed investment raise.  As part of Gray Digital’s 

website announcement for the offering, the company claimed that the purpose of the seed raise 

was to give Gray Fund investors a chance to be a part of the company’s next chapter before the 

kickoff of a fundraising round with “top venture groups.” 

68. While Gauvin at times created the impression that investors were investing in 

Gray Digital, the issuer as listed in the offering documents was actually “Gray Digital 

Technologies,” another entity Gauvin controlled with no assets, revenue, or operations.   

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69. Gray Digital posted a “Seed Raise Term Sheet” on its website describing the 

offering.  According to the term sheet, Gray Digital offered seed preferred stock at $30,000 per 

share with the share price representing a “post-money valuation of $60 million.” 

70. On May 7, 2024, Gauvin held a “Ask Me Anything” virtual promotional event 

(“AMA Event”) for the seed raise that he advertised through Gray Digital’s X account.  During 

that event, Gauvin told participants that Gray Digital would use the offering proceeds for product 

development, market expansion, regulatory and broker-dealer acquisitions, talent acquisition, 

and infrastructure development.  Gauvin also claimed that Gray Digital had a post-money 

valuation of $60 million and had “exceeded $12 million in annual revenue.”   

71. In reality, on information and belief, there were no assets or revenue attributable 

to Gray Digital Technologies and the brokerage accounts containing the Gray Fund’s assets had 

a combined value of less than $4.5 million as of April 30, 2024. 

72. Neither Gauvin, Gray Digital, nor Gray Digital Technologies ever registered any 

offering of securities with the SEC.   

73. At the AMA Event, Gauvin claimed that seed investors would receive “a digital 

certificate secured on the blockchain” via NFT as proof of ownership, along with additional 

benefits, in exchange for a $30,000 investment.”  Gray Digital made similar statements from its 

X account about providing seed raise investors an NFT to represent their ownership rights.  The 

two known seed investors invested, but Gray Digital Technologies never delivered the NFTs, 

leaving seed investors without the expected digital representation of their investments.   

74. Although at least two investors invested a total of $60,000, it is unclear how much 

Gauvin raised through the seed-investment offering.  Gauvin stopped communicating with the 

two known seed investors shortly after accepting their money in May 2024. 

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CLAIMS FOR RELIEF 

FIRST CLAIM FOR RELIEF 
 

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule  
10b-5 thereunder [17 C.F.R. §§ 240.10b-5]  

 
Against Defendants Gauvin, Gray Digital, and Gray Digital Technologies 

75. Plaintiff re-alleges and incorporates paragraphs 1 through 74 of this Complaint by 

reference as if set forth verbatim in this Claim. 

76. By engaging in the acts and conduct alleged herein, Defendants Gauvin, Gray 

Digital, and Gray Digital Technologies have, directly or indirectly, in connection with the 

purchase or sale of a security, by the use of any means or instrumentality of interstate commerce, 

or of the mails or of any facility of any national securities exchange, knowingly or with 

recklessness:  

a. employed a device, scheme, or artifice to defraud;  

b. made an untrue statement of a material fact, or omitted to state a material fact 

necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and/or 

c. engaged in an act, practice, or course of business which operated or would 

operate as a fraud or deceit upon any person. 

77. By reason of the foregoing, Defendants Gauvin and Gray Digital violated, and 

unless enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 

and Rules 10b-5 thereunder [17 C.F.R. §§ 240.10b-5]. 

 

 

 

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SECOND CLAIM FOR RELIEF 
 

Violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules  
10b-5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)]  

 
Against Defendant Blackridge 

78. Plaintiff re-alleges and incorporates paragraphs 1 through 74 of this Complaint by 

reference as if set forth verbatim in this Claim. 

79. By engaging in the acts and conduct alleged herein, Defendant Blackridge has, 

directly or indirectly, in connection with the purchase or sale of a security, by the use of any 

means or instrumentality of interstate commerce, or of the mails or of any facility of any national 

securities exchange, knowingly or with recklessness:  

a. employed a device, scheme, or artifice to defraud; and/or 

b. engaged in an act, practice, or course of business which operated or would 

operate as a fraud or deceit upon any person. 

80. By reason of the foregoing, Defendant Blackridge violated, and unless enjoined 

will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-

5(a) and (c) thereunder [17 C.F.R. §§ 240.10b-5(a) and (c)]. 

THIRD CLAIM FOR RELIEF 
 

Violations of Section 17(a) of the Securities Act  
[15 U.S.C. §§ 77q(a)] 

 
Against Defendants Gauvin, Gray Digital, and Gray Digital Technologies 

81. Plaintiff re-alleges and incorporates paragraphs 1 through 74 of this Complaint by 

reference as if set forth verbatim in this Claim. 

82. By engaging in the acts and conduct alleged herein, Defendants Gauvin, Gray 

Digital, and Gray Digital Technologies, in the offer or sale of a security, by the use of any means 

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or instruments of transportation or communication in interstate commerce or by use of the mails, 

directly or indirectly, have: 

a. knowingly or with recklessness employed a device, scheme, or artifice to 

defraud;  

b. knowingly, recklessly, or negligently obtained money or property by means of 

an untrue statement of a material fact or an omission to state a material fact 

necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading; and/or 

c. knowingly, recklessly, or negligently engaged in a transaction, practice, or 

course of business which operated or would operate as a fraud or deceit upon 

the purchaser. 

83. By reason of the foregoing, Defendants Gauvin and Gray Digital have violated, 

and unless enjoined will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. §§ 

77q(a)]. 

FOURTH CLAIM FOR RELIEF 
 

Violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act  
[15 U.S.C. §§ 77q(a)(1) and (3)] 

 
Against Defendant Blackridge 

 
84. Plaintiff re-alleges and incorporates paragraphs 1 through 74 of this Complaint by 

reference as if set forth verbatim in this Claim. 

85. By engaging in the acts and conduct alleged herein, Defendant Blackridge, in the 

offer or sale of a security, by the use of any means or instruments of transportation or 

communication in interstate commerce or by use of the mails, directly or indirectly, have: 

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a. knowingly or with recklessness employed a device, scheme, or artifice to 

defraud; and/or 

b. knowingly, recklessly, or negligently engaged in a transaction, practice, or 

course of business which operated or would operate as a fraud or deceit upon the purchaser. 

86. By reason of the foregoing, Defendant Blackridge has violated, and unless 

enjoined will continue to violate, Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. §§ 

77q(a)(1) and (3)]. 

FIFTH CLAIM FOR RELIEF 
 

Violations of Sections 206(1) and (2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) and 80b-
6(2)] 

 
Against Defendants Gauvin and Gray Digital 

87. Plaintiff re-alleges and incorporates paragraphs 1 through 74 of this Complaint by 

reference as if set forth verbatim in this Claim. 

88. At all relevant times, Defendants Gauvin and Gray Digital were investment 

advisers under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)]. 

89. Defendants Gauvin and Gray Digital, while acting as investment advisers, by use 

of the mails or any means or instrumentality of interstate commerce, directly or indirectly have: 

(i) knowingly or recklessly employed one or more devices, schemes, or artifices to defraud any 

client or prospective client, and/or (ii) knowingly, recklessly, or negligently engaged in one or 

more transactions, practices, and courses of business which operated as a fraud or deceit upon 

any client or prospective client. 

90. By reason of the foregoing, Defendants Gauvin and Gray Digital directly or 

indirectly, singly or in concert, have violated and, unless enjoined, will again violate Sections 

206(1) and (2) of the Advisers Act [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

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SIXTH CLAIM FOR RELIEF 
 

Violations of Sections 206(4) of the Advisers Act and Rule 206(4)-8 Thereunder  
[15 U.S.C. § 80b-6(4) and 17 C.F.R. § 275.206(4)-8] 

 
Against Defendants Gauvin and Gray Digital 

91. Plaintiff re-alleges and incorporates paragraphs 1 through 74 of this Complaint by 

reference as if set forth verbatim in this Claim. 

92. At all relevant times, Defendants Gauvin and Gray Digital were investment 

advisers under Advisers Act Section 202(11) [15 U.S.C. § 80b-2(11)]. 

93. The Gray Fund is a “pooled investment vehicle” as defined in Rule 206(4)-8(b) 

[17 C.F.R. § 275.206(4)-8(b)]. 

94. Defendants Gauvin and Gray Digital, while acting as investment advisers, by use 

of the mails or any means or instrumentality of interstate commerce, directly or indirectly 

engaged in acts practices, or courses of business which were fraudulent, deceptive, or 

manipulative.  Gauvin and Gray Digital directly or indirectly, knowingly, recklessly, or 

negligently: (a) made untrue statements of material fact or omitted to state material facts 

necessary to make the statements made, in the light of the circumstances under which they were 

made, not misleading, to investors or prospective investors in a pooled investment vehicle; or (b) 

otherwise engaged in acts, practices, or courses of business that were fraudulent, deceptive, or 

manipulative with respect to investors or prospective investors in a pooled investment vehicle. 

95. By reason of the foregoing, Defendants Gauvin and Gray Digital directly or 

indirectly, singly or in concert, have violated and, unless enjoined, will again violate Sections 

206(4) of the Advisers Act and Rule 206(4)-8 thereunder.  [15 U.S.C. § 80b-6(4) and 17 C.F.R. § 

275.206(4)-8]]. 

 

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SEVENTH CLAIM FOR RELIEF 
 

Violations of Sections 5(a) and (c) of the Securities Act [15 U.S.C. §§ 77e(a) and (c)] 
 

Against Defendants Gauvin, Gray Digital, and Gray Digital Technologies 

96. Plaintiff re-alleges and incorporates paragraphs 1 through 74 of this Complaint by 

reference as if set forth verbatim in this Claim. 

97. By engaging in the acts and conduct alleged herein, Defendants Gauvin, Gray 

Digital, and Gray Digital Technologies directly or indirectly: 

a. made use of the means or instruments of transportation or communication in 

interstate commerce or of the mails to sell, through the use or medium of any 

prospectus or otherwise, securities as to which no registration statement was 

in effect; and/or 

b. for the purpose of sale or delivery after sale, carried or caused to be carried 

through the mails or in interstate commerce, by means or instruments of 

transportation, securities as to which no registration statement was in effect; 

and/or 

c. made use of means or instruments of transportation or communication in 

interstate commerce or of the mails to offer to sell, through the use or medium 

of any prospectus or otherwise, securities as to which no registration statement 

had been filed. 

98. There were no applicable exemptions from registration. 

99. By engaging in the conduct described above, Defendants Gauvin, Gray Digital, 

and Gray Digital Technologies have violated, and unless enjoined will continue to violate, 

Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and (c)]. 

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PRAYER FOR RELIEF  
 

WHEREFORE, the Commission respectfully requests that the Court enter a judgment:  

1. Permanently enjoining all Defendants from violating Section 17(a) of the 

Securities Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

2. Permanently enjoining Defendants Gauvin and Gray Digital from violating 

Sections 206(1), 206(2), and 206(4) of the Advisers Act and Rule 206(4)-8 thereunder [15 

U.S.C. §§ 80b-6(1), 80b-6(2), 80b-6(4) and 17 C.F.R. § 275.206(4)-8]. 

3. Permanently enjoining Defendants Gauvin, Gray Digital, and Gray Digital 

Technologies from violating Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) 

and (c)]; 

4. Permanently barring all Defendants from participating, directly or indirectly, 

including, but not limited to, through any entity owned or controlled by them, in the issuance, 

purchase, offer, or sale of any security, provided, however, that such injunction shall not prevent 

Gauvin from purchasing or selling securities for his own personal account;  

5. Permanently barring Gauvin from, directly or indirectly, acting as or being 

associated with any investment adviser.  For purposes of this paragraph, a person is associated 

with an investment adviser if such person is a partner, officer, or director of such investment 

adviser (or performs similar functions), or directly or indirectly controls or is controlled by such 

investment adviser, including any employee of such investment adviser; 

6. Ordering Gauvin, Gray Digital, and Blackridge to disgorge, on a joint-and-several 

basis, all ill-gotten gains received as a result of the violations alleged herein in connection with 

the Gray Fund scheme, plus prejudgment interest on those amounts, pursuant to the Court’s 

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equitable powers and Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act [15 U.S.C. 

§§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

7. Ordering Gauvin, Gray Digital, and Gray Digital Technologies to disgorge, on a 

joint-and-several basis, all ill-gotten gains received as a result of the violations alleged herein in 

connection with the Seed Raise Scheme, plus prejudgment interest on those amounts, pursuant to 

the Court’s equitable powers and Sections 21(d)(3), 21(d)(5), and 21(d)(7) of the Exchange Act 

[15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; 

8. Ordering all Defendants to pay civil penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78u(d)(3)];  

9. Ordering Gauvin and Gray Digital to pay civil penalties pursuant to Section 

209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]; and 

10. Imposing such other and further relief as the Court may deem just and proper. 

 
Dated: December 10, 2025   Respectfully submitted, 

        
/s/ Matthew J. Gulde  
Matthew J. Gulde* 
 
*Application for admission pro hac vice pending 
 
Illinois Bar No. 6272325 
United States Securities and  
Exchange Commission 
Burnett Plaza, Suite 1900 
801 Cherry Street, Unit 18 
Fort Worth, TX  76102 
Telephone: (817) 978-3821 
Facsimile: (817) 978-4927 
[email protected] 
 

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ATTORNEY FOR PLAINTIFF SECURITIES 
AND EXCHANGE COMMISSION 

  

 
 

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