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Blue Gold Limited (Nasdaq: BGL) clears 32.2M-share resale and reverse split authority

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
424B3

Rhea-AI Filing 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.

Positive

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Filing Explained

The final split ratio and implementation remain for Board determination, while the filing reports 2,245,713 additional SPA shares already issued.

On July 24, 2026, shareholders approved a reverse-stock-split authorization, while the company also reports that $2,245,713 of additional shares had already been issued under the Tumim Stone Capital purchase agreement.

The approval is an authorization rather than a completed split: the Board may choose a consolidation ratio from 1:2 through 1:200 and implement it at its discretion before the first anniversary of the meeting.

If implemented, a reverse split would consolidate the share count and proportionately raise the per-share price without changing company value through the split itself. The reported SPA issuances, by contrast, are completed share issuances and increase the total share count, reducing existing holders’ percentage ownership absent offsetting changes.

The material follow-up is whether the Board implements the authorized split within the stated period and whether further shares are issued under the SPA’s remaining conditional capacity.

Shares registered for resale 32,157,957 Class A ordinary shares VWAP Purchase Shares issuable under the Ordinary Share SPA
Aggregate resale purchase price $73.0 million Maximum aggregate purchase price for VWAP Purchase Shares by the selling shareholder
Equity line capacity $75 million Aggregate principal amount of Class A ordinary shares the company may issue under the Ordinary Share SPA
Commitment Shares issued 69,419 Class A ordinary shares Issued to Tumim on September 3, 2025 as consideration for entering the Ordinary Share SPA
Additional shares issued under SPA 2,245,713 Class A ordinary shares Issued pursuant to the Ordinary Share SPA up to the date of the prospectus supplement
Recent share and warrant prices $0.21 per share; $0.05 per warrant Closing prices of Class A ordinary shares and warrants on July 29, 2026
Share price volatility range $0.20 to $133.00 Closing price range of Class A ordinary shares from June 26, 2025 to July 29, 2026
Reverse stock split range 1:2 to 1:200 Authorized consolidation ratio range approved by shareholders for all authorized shares
Ordinary Share Purchase Agreement financial
"entered into an Ordinary Share Purchase Agreement with Tumim Stone Capital LLC"
VWAP Purchase Valuation Period financial
"during a one (1)- day VWAP Purchase Valuation Period (as defined in the Ordinary Share SPA)"
Reverse Stock Split financial
"approve and adopt a reverse stock split by consolidating all of the Company’s authorized shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
emerging growth company regulatory
"We are an “emerging growth company” as defined under federal securities laws"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
foreign private issuer regulatory
"We are a “foreign private issuer” as defined under the U.S. federal securities laws"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
Registration Statement regulatory
"contained in our Registration Statement on Form F-1, effective as of May 29, 2026"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Offering Type secondary
Use of Proceeds The company will not receive any proceeds from the sale of Class A ordinary shares by the selling shareholder.

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FAQ

What size secondary share offering is Blue Gold Limited (BGL) registering?
Blue Gold Limited is registering the resale of up to 32,157,957 Class A ordinary shares issuable under its Ordinary Share Purchase Agreement, for up to an aggregate purchase price of $73.0 million by the selling shareholder.

Will Blue Gold Limited (BGL) receive cash from the Tumim Stone Capital share resales?
Blue Gold will not receive any proceeds from the selling shareholder’s resale of Class A ordinary shares. It may receive proceeds only from issuing shares to Tumim under the Ordinary Share Purchase Agreement, which has an aggregate capacity of $75 million.

What are the key terms of Blue Gold Limited’s (BGL) Ordinary Share Purchase Agreement?
The agreement allows Blue Gold, at its option, to issue and sell up to $75 million in Class A ordinary shares to Tumim, priced off VWAP. Individual VWAP purchases are capped by $2,000,000 or $3,000,000 dollar limits and 20% or 40% volume thresholds.

What reverse stock split authority did Blue Gold Limited (BGL) shareholders approve?
Shareholders approved authorizing the board to implement a reverse stock split of all authorized shares at a ratio of not less than 1:2 and not more than 1:200, with related amendments to the Memorandum and Articles of Association, to be used at the board’s discretion.

How volatile has Blue Gold Limited’s (BGL) share price been since listing?
From June 26, 2025 to July 29, 2026, Blue Gold’s Class A ordinary shares traded between $0.20 and $133.00 with daily volumes from 30,900 to 29,059,500 shares. The company reports no material operational changes explaining this volatility.

What were the shareholder voting results on Blue Gold Limited’s (BGL) reverse split proposal?
At the extraordinary general meeting, Proposal 1 on the reverse stock split received votes for and 163,119 against, or 99.351% for and 0.649% against of votes cast, and was approved as an ordinary resolution.

Who was re-elected as director at Blue Gold Limited’s (BGL) 2026 annual meeting?
Shareholders re-elected Candice Beaumont as a Class I director to serve until the 2029 annual general meeting, or until a successor is elected or earlier departure, with 15,531,751 votes for and 2,531,537 against out of 18,063,288 votes cast.

 

PROSPECTUS SUPPLEMENT NO. 1

(to Prospectus dated May 29, 2026)

 Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290527

 

 

Secondary offering of up to 32,157,957 Class A ordinary shares offered by the Selling Shareholder

 

This Prospectus Supplement updates, amends and supplements the prospectus dated May 29, 2026 (the “Original Prospectus”), contained in our Registration Statement on Form F-1, effective as of May 29, 2026 (Registration No. 333-290527) (the “Registration Statement”), relating to the offering of up to 32,157,957 Class A ordinary shares issuable pursuant to the Ordinary Share SPA for up to an aggregate purchase price of up to $73.0 million by the Selling Shareholder (each as defined below).

 

The Selling Shareholder may, from time to time, sell the Class A ordinary shares offered by them described in the Original Prospectus. We will not receive any proceeds from the sale of Class A ordinary shares by the Selling Shareholder. We will bear all costs, expenses and fees in connection with the registration of the Selling Shareholder’s Class A ordinary shares. The Selling Shareholder will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholder in disposing of their Class A ordinary shares.

 

On November 24, 2025, the parties amended the Ordinary Share SPA, to provide that at the Company’s option, the Company may sell the VWAP Purchase Shares either (i) at a price per share equal to (x) 0.95, multiplied by (y) the lower of (A) the Closing Sale Price on the applicable Trading Day and (B) the VWAP on the applicable Trading Day during a one (1)- day VWAP Purchase Valuation Period (as defined in the Ordinary Share SPA) or (ii) at a price per share equal to (x) 0.97, multiplied by (y) the lowest VWAP of the Class A ordinary shares during a three (3)- day VWAP Purchase Valuation Period.

 

Additionally, the VWAP Purchase Maximum Amount (as defined in the Ordinary Shares SPA) was amended to provide that the Company’s right to direct the Selling Shareholder to purchase Class A ordinary shares under the Ordinary Share SPA shall be limited to the amount of shares equal to the lower of: (i) the product (rounded up or down to the nearest whole number) obtained by multiplying (A) the daily trading volume in the Class A ordinary shares on the Trading Market (or Eligible Market, as applicable) on the applicable VWAP Purchase Exercise Date for such VWAP Purchase by (B) 0.20; and (ii) the quotient obtained by dividing (A) $2,000,000, by (B) the VWAP on the VWAP Purchase Exercise Date, and (b) respect to a VWAP Purchase made pursuant to Section 3.1 where the VWAP Purchase Valuation Period consists of three (3) Trading Days, such number of Class A ordinary shares equal to the lower of (i) the product (rounded up or down to the nearest whole number) obtained by multiplying (A) the daily trading volume in the Class A ordinary shares on the Trading Market (or Eligible Market, as applicable) on the applicable VWAP Purchase Exercise Date for such VWAP Purchase by (B) 0.40; and (ii) the quotient obtained by dividing (A) $3,000,000, by (B) the VWAP on the VWAP Purchase Exercise Date (in each case to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction during the applicable period); provided however, that the Selling Shareholder may waive this limit if Form F-3 is being used to register the Registrable Securities (as defined in the Registration Rights Agreement). All capitalized terms not defined in this paragraph shall have the meanings ascribed to them in the Ordinary Share SPA, as amended.

 

 

 

 

On August 29, 2025, Blue Gold Limited (the “Company”) entered into an Ordinary Share Purchase Agreement with Tumim Stone Capital LLC (the “Ordinary Share SPA”), pursuant to which the Company may, at its option, issue and sell up to an aggregate principal amount of $75 million in Class A ordinary shares, subject to certain conditions. In consideration for entering into the Ordinary Share SPA, on September 3, 2025, the Company issued 69,419 Class A ordinary shares (the “Commitment Shares”). Since such date and up to the date of this Prospectus Supplement, the Company has issued an additional 2,245,713 Class A ordinary shares pursuant to the Ordinary Share SPA. The Class A ordinary shares may be sold and issued by the Company at a price per share equal to 0.97 multiplied by the lowest daily volume-weighted average price (VWAP) of the Class A ordinary shares during the applicable VWAP Purchase Valuation Period (as defined in the Ordinary Share SPA), provided that the parties to the Ordinary Share SPA may mutually agree to a different price if a Form F-3 is being used to register the VWAP Purchase Shares (as defined below). Tumim Stone Capital LLC is referred to herein as the “Selling Shareholder.”

 

This Registration Statement and the related Original Prospectus and this Prospectus Supplement relates to the offer and resale from time to time of up to 32,157,957 Class A ordinary shares issuable pursuant to the Ordinary Share SPA (the “VWAP Purchase Shares”) for up to an aggregate purchase price of up to $73.0 million by the Selling Shareholder.

  

Our Class A ordinary shares are listed on The Nasdaq Global Market under the symbol “BGL” and our warrants are listed on The Nasdaq Capital Market under the symbol “BGLWW.” On July 29, 2026 the closing price of our Class A ordinary shares was $0.21 per share and the closing price of our warrants was $0.05. Our securities have recently experienced extreme volatility in price and trading volume. From June 26, 2025, the first day of trading, to July 29, 2026, the closing price of our Class A ordinary shares ranged from as low as $0.20 to as high as $133.00 and daily trading volume ranged from 30,900 to 29,059,500 Class A ordinary shares. Likewise, during the same period, the closing price of our warrants ranged from as low as $0.04 to as high as $0.75 and daily trading volume ranged from 0 to 1,803,071 warrants. During this time, we have not experienced any material changes in our financial condition or results of operations that would explain such price volatility or trading volume. See “Risk Factors —  Risks Related to the Ownership of Our Securities  — The price of the Blue Gold Limited Class A ordinary shares may fluctuate significantly, which could negatively affect Blue Gold Limited and holders of its Class A ordinary shares.”

 

This Prospectus Supplement should be read in conjunction with the Original Prospectus and the Registration Statement, and is qualified by reference to the Original Prospectus and the Registration Statement, except to the extent that the information presented herein supersedes the information contained in the Original Prospectus or the Registration Statement. This Prospectus Supplement is not complete without, and may only be delivered or used in connection with, the Original Prospectus, including any amendments or supplements thereto. We may amend or supplement this Prospectus Supplement from time to time by filing amendments or supplements as required. You should read this entire Prospectus Supplement and Original Prospectus and any amendments or supplements carefully before you make your investment decision.

 

We are an “emerging growth company” as defined under federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary - Emerging Growth Company.”

 

We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company disclosure and reporting requirements. See “Prospectus Summary - Foreign Private Issuer.”

 

Investing in our Class A ordinary shares involves risks that are described in the “Risk Factors” section beginning on page 9 of the Original Prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities being offered by this Prospectus Supplement, or determined if this Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement is August 5, 2026

 

 

 

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2026

 

Commission File Number 001-42717

 

 

 

Blue Gold Limited
(Translation of registrant’s name into English)

 

 

 

94 Solaris Avenue
Camana Bay
PO Box 1348
Grand Cayman KY1-1108
Cayman Islands
(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ☒        Form 40-F ☐

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS REPORT

 

Extraordinary General Meeting Results

 

Blue Gold Limited (the “Company”) held an extraordinary general meeting of the Company at 10:00 a.m. EDT on July 24, 2026 (the “Extraordinary Meeting”). A total of 25,123,131 votes, representing approximately 58.019% of the votes exercisable as of July 7, 2026, the record date for the Extraordinary Meeting, were present in person or by proxy. The matters submitted to a vote at the Extraordinary Meeting and the voting results of such matters are as follows:

 

Proposal 1

 

The Reverse Stock Split

 

Shareholders voted to approve and adopt a reverse stock split by consolidating all of the Company’s authorized shares (including all authorized Class A ordinary shares of par value US$0.0001 each and all authorized preferred shares of par value US$0.0001 each) at a consolidation ratio of not less than one-for-two (1:2) and not more than one-for-two hundred (1:200), with the Company’s Board of Directors (the “Board”) authorized to determine the final ratio and to implement such reverse stock split in their sole discretion at any time prior to the first anniversary of the Extraordinary Meeting (the “Reverse Stock Split”). The resolution was passed as an ordinary resolution. The voting results were as follows:

 

   Votes   % of
Votes Cast		 
For   24,958,643    99.351%
Against   163,119    0.649%
Abstain(1)   1,369    N/A 
Total Votes Cast   25,121,762    100.000%

 

(1)Abstentions are counted for purposes of establishing quorum but are not counted in determining the outcome of a proposal.

 

Proposal 2

 

The Company’s Memorandum and Articles of Association be amended and restated to reflect the Reverse Stock Split

 

Shareholders voted to approve an amendment to the Company’s Memorandum and Articles of Association to reflect the Reverse Stock Split, including to reflect the corresponding increase in the par value of each authorized share and the proportionate reduction in the number of authorized shares of the Company resulting from the Reverse Stock Split, substantially in the form set forth in Appendix A to the proxy statement, with the Board authorized to make such changes as may be necessary or appropriate to reflect the final consolidation ratio determined by the Board. The resolution was passed as a special resolution. The voting results were as follows:

 

   Votes   % of
Votes Cast		 
For   24,964,312    99.379%
Against   155,933    0.621%
Abstain(1)   2,886    N/A 
Total Votes Cast   25,120,245    100.000%

 

(1)Abstentions are counted for purposes of establishing quorum but are not counted in determining the outcome of a proposal.

 

Both proposals received the requisite number of votes for approval in accordance with the Company’s articles of association and were duly approved.

 

The Company issued a press release, attached hereto as Exhibit 99.1, announcing the results of the Extraordinary Meeting.

 

1

 

 

Annual General Meeting Results

 

The Company held an annual general meeting of the Company at 11:00 a.m. EDT on July 24, 2026 (the “Annual Meeting”). A total of 21,977,873 votes, representing approximately 53.818% of the votes exercisable as of May 27, 2026, the record date for the Annual Meeting, were present in person or by proxy. The matter submitted to a vote at the Annual Meeting and the voting results of such matter are as follows:

 

Proposal 1

 

The Re-election of a Director

 

Shareholders voted to approve and adopt the re-election of Candice Beaumont as a Class I director to serve until the Company’s 2029 annual general meeting or until her successor is duly elected and qualified or until her earlier death, resignation or removal in accordance with the Company’s articles of association The resolution was passed as an ordinary resolution. The voting results were as follows:

 

   Votes   % of
Votes Cast		 
For   15,531,751    85.985%
Against   2,531,537    14.015%
Abstain(1)   3,914,585    N/A 
Total Votes Cast   18,063,288    100.000%

 

(1)Abstentions are counted for purposes of establishing quorum but are not counted in determining the outcome of a proposal.

 

This proposal received the requisite number of votes for approval in accordance with the Company’s articles of association and was duly approved.

 

Forward-Looking Statements

 

This report contains forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. These statements reflect only current expectations and are not guarantees of future events. These statements are subject to risks and uncertainties, detailed in the Company’s United States Securities and Exchange Commission filings, that could cause actual results and events to differ materially from those contained in the forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release, dated July 27, 2026

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: July 27, 2026

 

  BLUE GOLD LIMITED
   
  By:  /s/ Andrew Cavaghan
    Andrew Cavaghan
    Chief Executive Officer

 

3

 

 

Exhibit 99.1

 

 

Blue Gold Shareholders Approve Extraordinary General Meeting Resolutions

 

NEW YORK, NY, July 27, 2026 /PRNewswire/ — Blue Gold Limited (Nasdaq: BGL) (Nasdaq: BGLWW) (“Blue Gold” or the “Company”), a gold mining company with the infrastructure to deliver gold from mine-to-wallet, today announced that shareholders approved all resolutions presented at the Extraordinary General Meeting held on July 24, 2026.

 

“We appreciate the support of our shareholders in approving these resolutions,” commented Andrew Cavaghan, CEO of Blue Gold. “The authorization provides the Board with an important governance tool that preserves flexibility as we continue executing our strategy to build a diversified, cash-flow-generating gold mining business while maintaining our Nasdaq listing.”

 

The resolutions authorize the Board of Directors, in its discretion, to implement a share consolidation and make the corresponding amendments to the Company’s Memorandum and Articles of Association, should the Board determine such actions are appropriate. The authorization provides the Board with flexibility to act within the approved timeframe based on market conditions and the best interests of the Company and its shareholders.

 

About Blue Gold Limited

 

Blue Gold Limited (Nasdaq: BGL) (Nasdaq: BGLWW) is gold mining company with the infrastructure to deliver gold from mine-to-wallet. The Company’s mission is to explore, develop and operate high quality mining projects while leveraging modern technologies to sell the gold directly to end customers in tokenised form. Blue Gold prioritizes growth, sustainable development, and transparency in all its business practices. We believe that our commitment to responsible mining will enable us to create value for our shareholders while minimizing our environmental footprint.



 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the safe harbor for forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date of this press release. Each of these forward-looking statements involves risks and uncertainties. Important factors that could cause actual results to differ materially from those discussed or implied in the forward-looking statements include, but are not limited to: general economic or political conditions; negative economic conditions that could impact Blue Gold Limited and the gold industry in general; reduction in demand for Blue Gold Limited’s products; changes in the markets that Blue Gold Limited targets; and any change in laws applicable to Blue Gold Limited or any regulatory or judicial interpretation. As a result, we cannot assure you that the forward-looking statements included in this press release will prove to be accurate or correct. These and other important factors and risks are discussed in Blue Gold Limited’s annual report on Form 20-F, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 29, 2026, and other filings with the SEC. In light of these risks, uncertainties, and assumptions, the future performance or events described in the forward-looking statements in this press release might not occur. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to, and will not, update any forward-looking statements, whether as a result of new information, future events, or otherwise. For more information regarding Blue Gold Limited, please visit https://bluegoldltd.com.

 

No Offer or Solicitation

 

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities.

 

For Further Information Contact:

 

Dave Gentry

RedChip Companies, Inc.

1-800-REDCHIP (733-2447)

1-407-644-4256

BGL@redchip.com

 

 

 

 

 

 

 

 


Secondary offering of up to 32,157,957 Class A ordinary shares offered by the Selling Shareholder

 

 

 

Prospectus Supplement

 

 

August 5, 2026

 

 

 

Source: View Original Filing on SEC EDGAR