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Blue Gold Limited 424B Filings

BGL NASDAQ

Every 424B that Blue Gold Limited (BGL) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 424B covers the supplement that carries the terms of a priced offering, so if you follow BGL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BGL filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Blue Gold Limited is updating its prospectus for a secondary offering covering up to 32,157,957 Class A ordinary shares that may be resold from time to time by Tumim Stone Capital LLC under an Ordinary Share Purchase Agreement. These shares, called VWAP Purchase Shares, correspond to up to $73.0 million of potential share purchases by Tumim; Blue Gold will not receive proceeds from Tumim’s resale of the shares, though it may receive cash when it sells shares to Tumim under the agreement.

The Ordinary Share SPA allows Blue Gold, at its option, to issue shares based on a discount to the Class A share VWAP, subject to volume and dollar caps that can reach up to $2,000,000 for one-day and $3,000,000 for three-day VWAP periods. The company has already issued 69,419 commitment shares and a further 2,245,713 shares under the SPA. Blue Gold’s Class A shares trade on Nasdaq as “BGL” and closed at $0.21 on July 29, 2026; the price has ranged between $0.20 and $133.00 since listing.

Nasdaq has notified Blue Gold that its shares no longer meet the $1.00 minimum bid price and $50 million Market Value of Listed Securities requirements. The company has until December 28, 2026 to regain compliance, potentially using measures including a reverse stock split, while its securities continue to trade on Nasdaq during the grace period.

Rhea-AI Summary

Blue Gold Limited files a prospectus supplement for a mixed shelf registration tied to its prior Form F-1. The primary component covers up to 11,500,000 Class A ordinary shares issuable upon exercise of an equal number of warrants at $11.50 per share, which could generate about $132.3 million in cash if fully exercised for cash. A secondary component registers up to 7,896,565 Class A ordinary shares for resale by selling shareholders, from which the company will receive no proceeds. All 11,500,000 warrants remain outstanding. The company notes that warrant exercises are unlikely when its share price is below the strike; on July 29, 2026, the stock closed at $0.21 and the warrants at $0.05, after an extremely volatile trading history.

Separately, Blue Gold reports Nasdaq deficiency notices because its share price has been below $1.00 and its Market Value of Listed Securities below $50 million for 30 consecutive business days. The company has until December 28, 2026 to regain compliance, potentially including a reverse stock split, while its shares and warrants continue trading on Nasdaq.

Rhea-AI Summary

Blue Gold Limited is updating a mixed securities offering and outlining balance sheet moves tied to Nasdaq compliance. The supplement covers a primary offering of up to 11,500,000 Class A ordinary shares issuable upon exercise of outstanding warrants at $11.50 per share, and a secondary offering of up to 7,896,565 Class A ordinary shares for resale by selling shareholders. Blue Gold would receive up to $132.3 million only if all warrants are exercised for cash, but notes its share price was $0.21 on July 29, 2026 and that it does not expect to rely on warrant exercises to fund operations.

Separately, a Deed of Settlement and Conversion converts $3,617,176 of payables and assigns a $3.5 million environmental deposit in exchange for 7,117 shares of Series A Perpetual Convertible Preferred Stock, each convertible into 1,000 common shares, subject to a 19.99% Conversion Cap unless shareholders approve more. These transactions, along with other balance sheet optimization steps, are expected to increase shareholders’ equity by about $30 million and support regaining Nasdaq continued listing compliance, alongside a planned reverse share split and an intended transfer from the Nasdaq Global Market to the Nasdaq Capital Market.

Rhea-AI Summary

Blue Gold Limited is registering for resale up to 32,157,957 Class A ordinary shares issuable under an Ordinary Share Purchase Agreement with Tumim Stone Capital LLC, tied to an equity line for up to $73.0 million. These shares, including previously issued VWAP Purchase Shares, may be sold from time to time by Tumim Stone as the selling shareholder, and Blue Gold will not receive proceeds from these resales, though it has received and may continue to receive cash from primary issuances under the agreement.

Pricing of VWAP Purchase Shares is based on discounts to market VWAP over one- or three-day valuation periods, with daily purchase caps linked to trading volume and dollar limits of $2,000,000 or $3,000,000. The company has already issued 69,419 commitment shares and 2,245,713 additional shares under the SPA. Its Class A shares trade on Nasdaq at $0.21 with a history of extreme volatility.

Blue Gold has received a Nasdaq notice that its Market Value of Publicly Held Shares has fallen below the $15,000,000 minimum, triggering a 180-day compliance period until January 20, 2027 to regain compliance or potentially face delisting, though shares continue trading under the BGL symbol and the company may seek transfer to the Nasdaq Capital Market.

Rhea-AI Summary

Blue Gold Limited filed a prospectus supplement covering the secondary resale of up to 32,157,957 Class A ordinary shares issuable under its Ordinary Share Purchase Agreement with Tumim Stone Capital LLC for up to $73.0 million. These shares are being offered by the selling shareholder, and Blue Gold will not receive proceeds from their resale, though it may raise capital when issuing shares to Tumim under the agreement, which permits issuance of up to $75 million of Class A ordinary shares using VWAP-based pricing with dollar and volume caps per purchase.

The company reports extreme share-price volatility since listing, with Class A ordinary shares trading between $0.20 and $133.00 and volumes between 30,900 and 29,059,500 shares. Shareholders approved authorizations for a reverse stock split at a ratio between 1:2 and 1:200 and related charter amendments, and re-elected a Class I director.

Rhea-AI Summary

Blue Gold Limited files a prospectus supplement covering the resale of up to 34,473,089 ordinary shares by Tumim Stone Capital under an existing $75 million Ordinary Share Purchase Agreement. The company will not receive proceeds from these shareholder resales, though it may still issue shares to Tumim under the agreement.

The supplement also describes an Omnibus Amendment with investor 3i that fixes the conversion price of existing senior convertible notes at $3.00 through February 15, 2026, then moves to a VWAP-based formula with a $0.50 floor and $10.00 cap. Warrant exercise prices held by 3i are reset to $0.01, and Blue Gold issues 3i a new $1,630,435 senior convertible note and a new warrant for 64,590 Class A ordinary shares, both subject to a 4.99% (or 9.99% at 3i’s option) beneficial ownership cap.

Rhea-AI Summary

Blue Gold Limited has filed a prospectus supplement for a secondary offering of up to 1,215,299 ordinary shares to be sold from time to time by 3i, LP as the selling shareholder. These shares include up to 1,000,000 Pre-Delivery Shares, which are inclusive of shares issuable upon conversion of senior convertible notes, and additional shares issuable upon exercise of warrants whose exercise price has been amended to $0.01 per share. The company will not receive any proceeds from resales by 3i, though it previously received $1,500,000 from the sale of an additional senior convertible note with a principal amount of $1,630,435 and 64,590 additional warrants.

An Omnibus Amendment with 3i fixes the note conversion price at $3.00 through February 15, 2026, and thereafter sets it at the lower of 93% of the lowest three-day VWAP (with a $0.50 floor) or $10.00. It also limits 3i’s daily share disposals and reduces warrant exercise prices to $0.01. A new January Note of $1,630,435 and a January Warrant for 64,590 shares were issued, both subject to a beneficial ownership cap of 4.99% or, at 3i’s option, 9.99% of outstanding Class A ordinary shares.