Blue Gold Limited reports as a foreign private issuer, and its Form 6-K filings document material events, financing agreements and changes to its capital structure. The filings cover drawdown loan facilities, amendments to loan and securities purchase agreements, convertible notes, warrants, exchanges of indebtedness for Class A ordinary shares, and commitments to register issued shares for resale.
Governance filings include extraordinary general meeting materials and voting results for the 2025 Equity Incentive Plan and amendments to the company's amended and restated articles of association. Other reports document executive-compensation arrangements, equity grants under the incentive plan, and exhibits to material agreements furnished under Exchange Act reporting rules.
Blue Gold Ltd. (BGL) registered for resale by 3i, LP up to 7,332,644 Class A ordinary shares; Blue Gold will receive no proceeds from 3i’s sales. 3i may sell from time to time once the registration statement is effective. The shares are issuable upon conversion of the Initial Senior Convertible Notes and January Note, offset by 2,000,000 pre-delivery shares.
After February 15, 2026, the notes’ conversion price is the lower of $10.00 and 93% of the lowest VWAP during the preceding three trading days, subject to a $0.50 floor.
For the six months ended June 30, 2026, Blue Gold reported a net loss of $8,775,295, cash of $591,641 and a working-capital deficit of $17,853,070; management said current plans do not alleviate substantial doubt about its ability to continue as a going concern. Nasdaq notices cited deficiencies against the $1.00 bid-price, $50 million market-value-of-listed-securities and $15 million market-value-of-publicly-held-shares requirements, with compliance deadlines of December 28, 2026 and January 20, 2027. The notices had no immediate effect on listing or trading.
Blue Gold Ltd (BGL) reports that Executive Chairman Kevin John Clark held 128,765 Class A Ordinary Shares directly as of September 17, 2026. The reported holdings also include 1,071,428 shares held by Fountainhead Holdings LLC, over which Clark holds voting power, and 2,870,565 shares held directly by his spouse, Kaela Ritchie.
Blue Gold Ltd (BGL) director Gary L. Herman reported a direct position of 0 Class A Ordinary Shares in an ownership entry dated September 18, 2026.
Blue Gold Ltd (BGL) Chief Financial Officer Shah Nawaz Alam reported a direct holding of 0 Class A Ordinary Shares as of September 18, 2026.
Blue Gold Limited (BGL) reported a net loss of $8,775,295 for the six months ended June 30, 2026, compared with $7,835,939 a year earlier. Management said its liquidity raises substantial doubt about its ability to continue as a going concern through twelve months from when the statements were available to be issued; current plans do not alleviate that doubt.
Cash was $591,641 and the net working capital deficit was approximately $17.9 million as of June 30, 2026; operating cash used was $5,622,246 for the six months. The Bogoso Prestea lease dispute remained in international arbitration as of June 30, 2026, and an unfavorable outcome could reduce the mineral rights value on the balance sheet to zero.
After June 30, 2026, Nasdaq notified BGL that it no longer satisfied the minimum bid price, market value of listed securities, and market value of publicly held shares requirements for continued listing. On September 11, 2026, the Board amended lender Kaela Ritchie’s facility so she may require, but is not obligated to require, conversion of all or any portion of the outstanding advance balance at $0.50 per Class A ordinary share before maturity; the Board also unconditionally released all 9,717,837 remaining restricted shares from lock-up.
Blue Gold Limited appointed Kevin Clark Executive Chairman and Gary Herman non-executive director and Audit Committee Chairman, effective September 17, 2026. Andrew Cavaghan resigned as Chairman, Chief Executive Officer and director; Tao Tan departed as director and Audit Committee Chairman. James Samuelson resigned as Chief Financial Officer; EMS Consulting Services, LLC was engaged for outsourced financial and accounting services, and its employee Shah Nawaz was designated Chief Financial Officer.
On August 28, 2026, Blue Gold issued an unsecured promissory note in a private placement, with original principal of up to $250,000, and detachable warrants. The note bears 10% annual interest, with principal and accrued interest payable in cash on November 30, 2026; the warrants carry a $0.50-per-share exercise price. The company released 3,683,749 remaining restricted shares from lock-up, effective September 11, 2026.
An amendment gives Kaela Ritchie the right, but not the obligation, before maturity, to require conversion of all or any portion of the outstanding advance into Class A ordinary shares at $0.50 per share. Blue Gold paid 3i, LP $200,000 to defer a payment due September 3, 2026, to October 5, 2026. A July 20, 2026 Cayman Islands court order determined the plaintiffs’ Class A ordinary shares were unrestricted and barred a vote to add Article 39 without written consent from the affected class; Blue Gold appealed and sought a stay on July 31, 2026.
Blue Gold Limited (BGL) filed Amendment No. 1 to its Form F-3 shelf registration statement as an exhibit-only update. The amendment adds the opinion of U.S. counsel Lucosky Brookman LLP as Exhibit 5.2 and the consent of Dr. John Arthur related to a Technical Report Summary as Exhibit 23.7, while leaving the previously filed prospectus unchanged. The filing also restates Cayman Islands–based indemnification provisions for directors and officers, notes supplemental indemnification agreements with senior executives, and confirms that the company currently has no litigation requiring indemnification. The amendment is signed on behalf of the company by Chief Executive Officer Andrew Cavaghan and includes a power of attorney for future amendments.
Blue Gold Limited (BGL) filed a Form F-3 shelf registration to offer and sell, from time to time, up to $20,000,000 of Class A ordinary shares, preferred shares, warrants and/or units. This is a primary offering; specific terms and pricing will be set in future prospectus supplements.
BGL is a Cayman Islands–incorporated gold exploration, development and mining company that also issues a gold-backed token, Standard Gold Coin, through a Digital Division providing “mine-to-wallet” services. On August 24, 2026, its Class A ordinary shares closed at $0.2074 and its warrants at $0.0391 on Nasdaq, with an estimated public float of about $6.57 million based on 31,660,445 non-affiliate shares.
As an emerging growth company and foreign private issuer, BGL uses reduced U.S. reporting and may follow Cayman governance practices instead of some Nasdaq rules. Recent capital actions include exchanging about $2.04 million and $0.78 million of debt into equity and entering a new $4.0 million facility convertible at $1.00 per share. The company discloses Cayman litigation over share restrictions and multiple Nasdaq notices for non-compliance with minimum bid price and market-value listing standards, creating delisting risk if compliance is not regained.
Blue Gold Limited has filed a prospectus supplement covering the potential resale of up to 9,700,352 Class A ordinary shares by selling shareholder 3i, LP. These shares consist of 51,862 shares underlying Initial Senior Convertible Notes remaining from an earlier registration, 6,588,969 additional shares underlying the Initial Senior Convertible Notes resulting from an Omnibus Amendment, and 3,059,521 shares underlying a January Note. Blue Gold will not receive proceeds from these resales but will bear registration expenses, while 3i, LP covers its own selling costs.
The company also reports a Nasdaq listing deficiency. For the 30 business days from June 10, 2026 through July 23, 2026, its Market Value of Publicly Held Shares was below the $15,000,000 minimum required for Nasdaq Global Market listing. Blue Gold has 180 days, until January 20, 2027, for its market value of publicly held shares to close at or above $15,000,000 for at least ten consecutive business days to regain compliance. Its Class A ordinary shares, which closed at $0.21 on July 29, 2026, remain listed under the symbol BGL while the company evaluates options including actions to increase market value or applying to transfer to the Nasdaq Capital Market.