Welcome to our dedicated page for Blue Gold SEC filings (Ticker: BGL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 executive Samuelson James F, the Chief Financial Officer, has filed an initial Form 3 reporting his beneficial ownership in the company. The filing does not list any common stock or derivative securities, indicating no reportable holdings at the time of this initial statement.
Blue Gold Limited has appointed James F. Samuelson as Chief Financial Officer, effective June 1, 2026, replacing current CFO Lorenz Werndle. Samuelson brings decades of experience in corporate finance, renewable energy, investment banking and public company leadership, including advising multiple companies on equity and debt financings, acquisitions, Nasdaq uplisting and SEC compliance.
Under his offer letter, Samuelson will receive a base salary of $250,000, an annual performance-based bonus (payable in cash or stock at the Company’s discretion), and benefits eligibility. He is slated to receive an Initial Grant of 250,000 Class A ordinary shares under the 2025 Equity Incentive Plan, granted in quarterly installments over three years, and will be eligible for annual long-term incentive option grants equal to 50% of base salary. If terminated without cause or if he resigns following an uncured material breach of the offer letter, he is entitled to three months’ base salary. Werndle will stay through June 24, 2026 to support the transition, and his departure is stated as unrelated to financial results or any disagreement over accounting or disclosure.
Blue Gold Limited files an amendment to register the resale of up to 10,164,302 Class A ordinary shares by selling shareholder 3i.
The resale registration covers shares issuable upon conversion of senior convertible notes and warrants; the Company will not receive proceeds from these resales. The Prospectus states 40,837,773 Class A ordinary shares outstanding before the resale and 51,002,075 outstanding after full resale. The filing discloses substantial recent price volatility (closing price $0.93 on May 19, 2026 and a historical range to $133.00) and highlights working capital deficits and a going concern determination in the 2025 financial statements.
Blue Gold Limited (BGL) filed a Post-Effective Amendment to register up to 11,500,000 Class A ordinary shares issuable upon exercise of outstanding warrants and to permit resale of up to 9,996,565 Class A ordinary shares by selling shareholders. The warrants are exercisable at $11.50 per share, and full cash exercise would generate approximately $132.3 million in aggregate proceeds.
The prospectus also discloses current capitalization and liquidity pressures: 40,837,773 Class A ordinary shares outstanding as of May 19, 2026, pro forma 52,337,773 if all warrants are exercised, and management’s disclosure that the company’s liquidity raises substantial doubt about its ability to continue as a going concern.
Blue Gold Limited filed a post-effective amendment registering up to 33,887,255 Class A ordinary shares for resale by a selling shareholder.
The prospectus covers resale of the "VWAP Purchase Shares" issuable under an Ordinary Share SPA for an aggregate purchase price of up to $73.5 million. The company states it will not receive proceeds from resale by the Selling Shareholder and will bear registration costs. The filing shows 40,837,773 Class A ordinary shares outstanding as of May 19, 2026 and a post-offering outstanding figure of 74,725,028 shares including the VWAP Purchase Shares. The Class A ordinary shares trade on Nasdaq under the symbol BGL; the filing cites a closing price of $0.93 per share on May 19, 2026.
Blue Gold Limited reported a Cayman Islands court ruling on preliminary issues in ongoing shareholder litigation linked to its 2025 business combination with Perception Capital Corp. IV. The Court held that the plaintiffs’ Class A ordinary shares are Unrestricted Shares under the Articles and that the plaintiffs and their affiliates form a majority of the shareholder class whose consent is required to amend certain rights.
The Court concluded that the proposed amendments to the Articles cannot be implemented at this stage and that the Company cannot proceed to a vote at the extraordinary general meeting on the relevant resolution until valid consent from a majority of this class is obtained. The existing interim injunction blocking any such EGM remains in place until trial or further order, while the plaintiffs must provide fortification of their undertakings as to damages. Substantive issues, including damages claims and the Company’s counterclaim for rectification of its share register, will be decided at trial, and Blue Gold is considering options including appeal or a stay.
Blue Gold Limited registers the resale of up to 10,164,302 Class A ordinary shares for a selling shareholder (3i), combining 51,862 shares remaining from a prior registration with 10,112,440 additional shares tied to amended convertible notes and related instruments. The filing is a Form F-1 prospectus for a secondary resale offering and updates prior registration No. 333-290528.
The prospectus also discloses recent financing and capital actions: exchange agreements that converted $2,820,749 of indebtedness into ordinary shares, a new $4,000,000 drawdown facility maturing May 5, 2027 with a $1.00 per-share mandatory conversion feature, and a dilutive issuance notice to 3i that may reduce convertible-note conversion prices per anti-dilution mechanics. The company states it will receive no proceeds from the selling shareholder resale and reports a 2025 net loss of $21,909,914 and cash of $679,442 as of December 31, 2025.