[Form 4] GBank Financial Holdings Inc. Insider Trading Activity

Rhea-AI Filing Summary

RLH Capital LLC and managing member Louis Camhi filed Amendment No. 1 to Schedule 13G disclosing a passive holding of 295,400 Class A ordinary shares of Eureka Acquisition Corp (EURKU) as of 30 June 2025.

The reporting persons possess shared voting and dispositive power over 100 % of the reported shares and no sole authority. The position equals 9.3 % of the outstanding Class A float, crossing the 5 % disclosure threshold yet remaining below the 10 % level that would typically trigger a Schedule 13D for control-oriented investors.

RLH Capital, classified as an investment adviser (IA) under Rule 13d-1(b)(1)(ii)(E), certifies the stake was accumulated in the ordinary course of business and not to influence management or corporate control. No group arrangements, subsidiaries, or additional beneficiaries are identified, and there are no related transactions or derivative positions described.

For shareholders, the filing highlights the presence of a mid-sized institutional investor holding nearly a tenth of the SPAC’s equity. This may improve float stability and market awareness but does not signal imminent strategic or activist activity.

Positive

• Institutional investor RLH Capital holds a 9.3% stake, signalling confidence and potentially enhancing market visibility for EURKU.

Negative

• The stake is purely passive; lack of activist intent limits prospects for near-term strategic catalysts.

Insights

Securities Analyst

RLH Capital declares 9.3% passive stake; signals interest but lacks control intent, making market impact limited.

The disclosed 295,400-share position lifts RLH Capital into the company’s top holders but stays just under the 10 % threshold. Because the filing is on Form 13G, not 13D, the adviser affirms passive intent, implying no forthcoming governance campaign or merger initiative. While institutional visibility can aid liquidity for a small-cap SPAC, the absence of an activist angle curbs near-term price catalysts. Overall effect: neutral, modestly positive for investor confidence, but not transformative.

Corporate Governance Expert

Ownership below 10% keeps RLH outside activist rules; governance implications minimal.

By stopping at 9.3 % and filing a 13G, RLH avoids heightened disclosure and short-swing profit restrictions associated with control positions. The certification that shares were purchased in the ordinary course further reduces governance risk. Board composition, voting outcomes, and potential de-SPAC decisions should remain unaffected unless RLH converts to a 13D filer. Consequently, investors should view this as standard institutional accumulation rather than a precursor to governance change.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SIMS JAMES K

(Last) (First) (Middle)

9115 WEST RUSSELL ROAD

SUITE 110

(Street)

LAS VEGAS NV 89148

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GBank Financial Holdings Inc. [ GBFH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/02/2025		A		214(1)	A	$0	5,222	D
Common Stock								83,001	D(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Shares granted under director compensation plan.

2. Shares are owned by Reporting Person and his wife, Catherine M. Sims, as joint tenants.

Remarks:

Exhibit List - Power of Attorney and Authorization Letter

	/s/ Jeffery Whicker, Attorney-In-Fact	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Eureka Acquisition Corp shares does RLH Capital report owning?

The Schedule 13G/A lists 295,400 Class A ordinary shares under shared beneficial ownership.

What percentage of EURKU’s outstanding shares does 295,400 represent?

The filing states the position equals 9.3% of the Class A ordinary shares outstanding.

Why did RLH Capital file a Schedule 13G instead of a Schedule 13D?

A 13G indicates passive investment intent; RLH Capital certifies it does not seek to influence control of Eureka Acquisition Corp.

Who is the individual associated with RLH Capital in this filing?

The managing member is Louis Camhi, who shares voting and dispositive power over the reported shares.

What is the CUSIP number referenced in the filing?

The Class A ordinary shares carry CUSIP G32168109.