Blue Gold Ltd (BGL) SEC Filings

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.

Blue Gold Limited has filed a prospectus supplement for the resale by 3i, LP of up to 9,700,352 Class A ordinary shares. These shares are issuable under senior convertible notes and a January note, and any sales will be made by the selling shareholder; the company will not receive proceeds, though it will cover registration expenses.

The company also discloses that Nasdaq has notified it of noncompliance with the $1.00 minimum bid price and the $50 million Market Value of Listed Securities requirements. Blue Gold has until December 28, 2026 to regain compliance, potentially through measures such as a reverse stock split. Its shares have traded between $0.20 and $133.00 since listing, with significant volume volatility, and currently trade at $0.21 per share.

Blue Gold Limited filed a prospectus supplement for a resale registration covering up to 9,700,352 Class A ordinary shares held by 3i, LP. This includes 51,862 shares remaining from an earlier registration and 9,648,490 shares issuable under senior convertible notes, including a January Note. The company will not receive proceeds from any sales by the selling shareholder and will cover registration expenses, while 3i bears selling costs.

The company notes extreme trading volatility: since June 26, 2025, the Class A share closing price has ranged from $0.20 to $133.00, with daily volume between 30,900 and 29,059,500 shares, without material changes in financial condition or results of operations to explain this. On July 29, 2026, the stock closed at $0.21 and warrants at $0.05.

Shareholders approved authorizing a reverse stock split at a ratio between 1:2 and 1:200 and related amendments to the Memorandum and Articles of Association, both with over 99% of votes cast in favor. They also re-elected Candice Beaumont as a Class I director. Blue Gold is an emerging growth company and foreign private issuer focused on gold mining and tokenised gold sales.

Blue Gold Limited has registered for resale up to 9,700,352 Class A ordinary shares held by selling shareholder 3i, LP under a prospectus supplement; the company will not receive proceeds from these sales. The shares are issuable from senior convertible notes and a January note.

Separately, Blue Gold announced balance sheet optimization transactions expected to improve shareholders’ equity by approximately $30 million to support compliance with Nasdaq listing requirements. A Deed of Settlement and Conversion converts US$3,617,176 of payables and a US$3,500,000 CalBank deposit into 7,117 Series A Perpetual Convertible Preferred shares, each initially convertible into 1,000 Class A shares, subject to a 19.99% Conversion Cap unless stockholder approval is obtained.

The company has called an extraordinary general meeting on July 24, 2026 to authorize a reverse share split and aims to transfer its listing to the Nasdaq Capital Market after regaining full compliance. Its Class A shares last closed at $0.21, with a history of extreme price and volume volatility.

Blue Gold Limited filed a prospectus supplement and Form 6-K describing a resale registration and balance sheet initiatives. The supplement covers a secondary offering of up to 32,157,957 Class A ordinary shares issuable under an Ordinary Share Purchase Agreement with Tumim Stone Capital LLC for up to $73.0 million. These shares may be resold from time to time by Tumim as the selling shareholder; Blue Gold will not receive proceeds from such resales but bears the registration costs.

Under the equity purchase agreement, the company may issue Class A shares at discounts to VWAP within amended volume and dollar caps, and has already issued 69,419 commitment shares plus 2,245,713 additional shares. Separately, Blue Gold entered into a Deed of Settlement and Conversion expected to improve shareholders’ equity by about $30 million, including converting $3,617,176 of payables and a $3,500,000 deposit into 7,117 shares of Series A Perpetual Convertible Preferred Stock, each convertible into 1,000 common shares, subject to a 19.99% conversion cap and possible shareholder approval to exceed it.

The company highlights extreme volatility in its shares, which traded between $0.20 and $133.00 from June 26, 2025 to July 29, 2026, and has called a July 24, 2026 extraordinary general meeting to authorize a reverse share split as part of efforts to regain Nasdaq continued listing compliance and potentially transfer its listing to the Nasdaq Capital Market.

Blue Gold Limited files a prospectus supplement for a mixed securities registration and reports a Nasdaq listing deficiency. The primary component covers up to 11,500,000 Class A ordinary shares issuable upon exercise of outstanding warrants at $11.50 per share, which could yield about $132.3 million if fully exercised in cash. A secondary component registers up to 7,896,565 Class A ordinary shares for resale by selling shareholders; Blue Gold will not receive proceeds from those resales. All 11,500,000 warrants remain outstanding, but the company notes its shares last closed at $0.21 and the warrants at $0.05, and states the warrants may expire worthless and that it does not expect to rely on warrant exercises to fund operations.

Separately, Nasdaq has notified Blue Gold that it no longer meets the $15,000,000 minimum Market Value of Publicly Held Shares requirement for The Nasdaq Global Market, based on the 30 trading days through July 23, 2026. The company has 180 days, until January 20, 2027, to regain compliance, potentially by raising MVPHS for at least ten consecutive business days or transferring its listing to The Nasdaq Capital Market.

Blue Gold Limited is updating its prospectus to cover a mixed transaction: a primary offering of up to 11,500,000 Class A ordinary shares issuable upon exercise of outstanding warrants, and a secondary resale of up to 7,896,565 Class A ordinary shares by selling shareholders. The warrants carry an exercise price of $11.50 and, if all are exercised for cash, would generate approximately $132.3 million, though the company notes it does not expect to rely on warrant exercises to fund operations and that cashless exercises would reduce proceeds. The company will not receive proceeds from selling shareholders’ resales.

Shareholders at a July 24, 2026 extraordinary meeting approved authorizing a reverse stock split at a ratio between 1-for-2 and 1-for-200, and related amendments to the memorandum and articles, leaving final implementation to the board’s discretion. The company highlights extreme volatility in its securities, with Class A shares trading between $0.20 and $133.00 since listing and closing at $0.21 on July 29, 2026, while warrants closed at $0.05.