Blue Gold Limited (Nasdaq: BGL) details warrant share offering and receives Nasdaq MVPHS deficiency notice

Rhea-AI Filing 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.

Positive

• None.

Negative

• Nasdaq MVPHS deficiency and delisting risk: The company failed to meet the $15,000,000 Market Value of Publicly Held Shares requirement for 30 consecutive business days and has until January 20, 2027 to regain compliance or potentially face delisting, appeal, or a market transfer.

Key Figures

Primary shares registered: 11,500,000 Class A ordinary shares Secondary shares registered: 7,896,565 Class A ordinary shares Warrant exercise price: $11.50 per share +5 more

8 metrics

Primary shares registered 11,500,000 Class A ordinary shares Issuable upon exercise of 11,500,000 warrants under the prospectus supplement

Secondary shares registered 7,896,565 Class A ordinary shares Offered for resale by selling shareholders

Warrant exercise price $11.50 per share Exercise price for warrants exchanged in the Business Combination

Potential warrant proceeds $132.3 million Aggregate proceeds if all 11,500,000 warrants are exercised for cash

Nasdaq MVPHS requirement $15,000,000 Minimum Market Value of Publicly Held Shares for continued Nasdaq Global Market listing

Compliance deadline January 20, 2027 End of 180-day period to regain MVPHS compliance under Nasdaq rules

Recent share and warrant prices $0.21 shares; $0.05 warrants Closing prices on July 29, 2026 for Class A ordinary shares and warrants

Share price range since listing $0.20 to $133.00 Range of daily closing prices from June 26, 2025 to July 29, 2026

Key Terms

Market Value of Publicly Held Shares, emerging growth company, foreign private issuer, Business Combination Agreement, +1 more

5 terms

Market Value of Publicly Held Shares market

"no longer satisfies the minimum Market Value of Publicly Held Shares (“MVPHS”)"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

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.

Business Combination Agreement financial

"pursuant to the Second Amended and Restated Business Combination Agreement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Nasdaq Capital Market market

"may alternatively apply to transfer its listing to The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds Blue Gold would receive cash only from any cash exercises of warrants, potentially about $132.3 million if all are exercised; it will not receive proceeds from sales by selling shareholders and states it does not expect to rely on warrant exercises to fund operations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/05/2026 - 04:48 PM Accepted by SEC EDGAR 08/05/2026 - 04:45 PM Learn about SEC filing dates

FAQ

What securities is Blue Gold Limited (BGL) registering in this prospectus supplement?

Blue Gold is registering up to 11,500,000 Class A ordinary shares issuable upon exercise of outstanding warrants and up to 7,896,565 Class A ordinary shares for resale by selling shareholders, under a prospectus supplement to its Form F-1 registration statement.

How much cash could Blue Gold Limited (BGL) receive from warrant exercises?

If all 11,500,000 warrants are exercised for cash at $11.50 per share, Blue Gold would receive approximately $132.3 million. The company notes there is no assurance any warrants will be exercised and that it does not expect to rely on such cash to fund operations.

Does Blue Gold Limited (BGL) receive proceeds from the secondary offering by selling shareholders?

No. The 7,896,565 Class A ordinary shares in the secondary component are offered by selling shareholders, and Blue Gold will not receive any proceeds from their sales. The company will bear registration costs, while selling shareholders cover their own selling-related expenses.

What Nasdaq listing deficiency did Blue Gold Limited (BGL) receive and what is the deadline?

Nasdaq 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. The company has 180 days, until January 20, 2027, to regain compliance by restoring MVPHS above that threshold for at least ten consecutive business days.

How have Blue Gold Limited (BGL) shares and warrants traded since listing?

From June 26, 2025 to July 29, 2026, BGL’s Class A shares traded between $0.20 and $133.00 with volumes from 30,900 to 29,059,500 shares. Over the same period, warrants traded between $0.04 and $0.75, with volumes up to 1,803,071 warrants, reflecting high volatility.

Why might Blue Gold Limited (BGL) warrants remain unexercised despite the registration?

The warrants have an exercise price of $11.50 per share, while BGL’s Class A shares most recently closed at $0.21. The company states that if the trading price remains below the exercise price, holders are unlikely to exercise, the warrants may expire worthless, and Blue Gold may receive no warrant exercise proceeds.

PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 29, 2026) Filed Pursuant to Rule 424(b)(3)
Registration No. 333-288744

Primary offering of up to 11,500,000 Class A ordinary shares issuable upon the exercise of warrants
Secondary offering of up to 7,896,565 Class A ordinary shares offered by the Selling Shareholders

This Prospectus Supplement updates, amends and supplements the prospectus dated May 29, 2026 (the “Original Prospectus”), contained in our Post-Effective Amendment No. 2 to our Registration Statement on Form F-1, effective as of May 29, 2026 (Registration No. 333- 288744) (the “Registration Statement”), relating to the issuance by us of up to an aggregate of 11,500,000 Class A ordinary shares, par value $0.0001 per share, herein referred to as “Class A ordinary shares,” of Blue Gold Limited, a Cayman Islands exempted company limited by shares (“Blue Gold Limited”), issuable upon the exercise of 11,500,000 warrants, herein referred to as “warrants.” The warrants are exercisable for Class A ordinary shares at an exercise price of $11.50. The warrants were issued on the closing date of the Business Combination (defined below) in exchange for the warrants of Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares, formerly known as RCF Acquisition Corp. (“Perception”), that were underlying the units of Perception, each of which was comprised of one Class A ordinary share of Perception and one-half of one redeemable warrant of Perception, sold in Perception’s initial public offering, in addition to warrants offered by Perception in a private placement. Perception initially issued 11,500,000 warrants, which were exchanged on a one-for-one basis for warrants to purchase Class A ordinary shares of Blue Gold Limited. As of the date of this Prospectus Supplement, 11,500,000 warrants remain outstanding. We will receive approximately $132.3 million in aggregate proceeds from the exercise of the warrants, assuming the exercise in full of all of the warrants.

There is no assurance that the holders of the warrants will elect to exercise any or all of such warrants. The exercise price of the warrants is $11.50 per share. The likelihood that warrant holders will exercise the warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Class A ordinary shares. If the trading price for our Class A ordinary shares is less than $11.50 per share, we believe holders of the warrants will be unlikely to exercise their warrants. There is no guarantee that the warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless and we may receive no proceeds from the exercise of the warrants. To the extent that any of the warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the warrants will decrease. We do not expect to rely on the cash exercise of warrants to fund our operations. Instead, we intend to rely on our primary sources of cash discussed elsewhere in the Original Prospectus to continue to support our operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for additional information.

In addition, this Prospectus Supplement relates to the resale from time to time of our Class A ordinary shares. The Selling Shareholders identified in the Original Prospectus are offering 7,896,565 Class A ordinary shares. The Selling Shareholders 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 Shareholders. We will bear all costs, expenses and fees in connection with the registration of the Selling Shareholder’s Class A ordinary shares underlying the warrants. The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholders in disposing of their Class A ordinary shares.

On June 25, 2025 (the “Closing Date”), Blue Gold Limited consummated the previously announced business combination (the “Business Combination”) pursuant to the Second Amended and Restated Business Combination Agreement, dated as of June 12, 2024 (as amended and restated, the “BCA”), and further amended on November 7, 2024, January 8, 2025, March 28, 2025, April 30, 2025, May 8, 2025, and June 10, 2025 by and among Blue Gold Limited, Perception and Blue Gold Holdings Limited (“BGHL”). The following transactions occurred pursuant to the terms of the BCA to effectuate the Business Combination:

● Blue Gold Limited formed Blue Merger Sub, an exempted company incorporated under the laws of the Cayman Islands (“Blue Merger Sub”), for the purposes of effectuating the Business Combination;

● Perception merged with and into its wholly owned subsidiary, Blue Gold Limited, with Blue Gold Limited being the surviving entity (the “Perception Reorganization”);

● Blue Cayman 1, an exempted company incorporated under the laws of the Cayman Islands (“BC1”), acquired the entirety of the BGHL Shares;

● BC1 transferred the entire undertaking of BC1, including the entire share capital of BGHL to Blue Cayman 2, an exempted company incorporated under the laws of the Cayman Islands (“BC2”). The name of Blue Cayman 2 was changed to Blue Gold (Cayman) Limited;

● BC1 transferred the entire undertaking of BC1, including the entire share capital of BGHL to Blue Cayman 2, an exempted company;

● Blue Merger Sub merged with and into BC2, with BC2 being the surviving entity and becoming a wholly owned subsidiary of BGL. Prior to Perception merging with and into its wholly owned subsidiary, Blue Gold Limited, Blue Gold Limited conducted no business operations and held no material assets. The total assets held by Blue Gold Limited, as of December 31, 2024, represent less than 0.05% of the total assets held by Perception as of December 31, 2024. For more information, see the section titled “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations - Recent Developments.”

Prior to Perception merging with and into its wholly owned subsidiary, Blue Gold Limited, Blue Gold Limited conducted no business operations and held no material assets.

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 office)

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

Notification of Nasdaq Listing Deficiencies

On July 24, 2026, Blue Gold Limited (the “Company”) received a written notification (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that, based on Nasdaq’s review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the last 30 consecutive business days (June 10, 2026 through July 23, 2026), the Company no longer satisfies the minimum MVPHS requirement of $15,000,000 for continued listing on The Nasdaq Global Market, as required under Nasdaq Listing Rules 5450(b)(2) and 5450(b)(3)(C).

The Notification Letter does not result in the immediate delisting of the Company’s Class A Ordinary Shares (Nasdaq: BGL) from The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days, or until January 20, 2027, to regain compliance with the MVPHS requirement. To regain compliance, the Company’s MVPHS must close at $15,000,000 or more for a minimum of ten consecutive business days during the compliance period. Nasdaq’s staff may, in its discretion, require that the Company maintain a MVPHS of at least $15,000,000 for up to 20 consecutive business days pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

Pursuant to Nasdaq Listing Rule 5810(b), the Company is required to make a public announcement disclosing receipt of the Notification Letter no later than four business days from the date of the letter. In satisfaction of this requirement, the Company is furnishing a press release, dated July 27, 2026, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In addition, under Nasdaq Listing Rule 5505, the Company may alternatively apply to transfer its listing to The Nasdaq Capital Market, provided it meets that market’s continued listing requirements and pays the applicable application fee under Nasdaq Listing Rule 5920(a)(11). If the Company does not regain compliance before the expiration of the compliance period on January 20, 2027, the Company will receive written notification that its securities are subject to delisting, at which time the Company may appeal the delisting determination to a Nasdaq Hearings Panel.

The Company intends to actively monitor its MVPHS during the compliance period and evaluate available options to regain compliance, which may include pursuing actions to increase the market value of publicly held shares or, alternatively, applying to transfer its listing to The Nasdaq Capital Market. The Notification Letter has no immediate effect on the listing or trading of the Company’s Class A Ordinary Shares on Nasdaq, and the Company’s securities will continue to trade under the symbol “BGL.”

Forward-Looking Statements

This Report of Foreign Private Issuer on Form 6-K contains forward-looking statements that involve risks and uncertainties, including those detailed in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Report of Foreign Private Issuer on Form 6-K. The Company does not intend to revise or update any forward-looking statement contained in this Report of Foreign Private Issuer on Form 6-K as a result of new information, future events or otherwise, except as required by law.

1

EXHIBIT INDEX

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

2

SIGNATURE

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 28, 2026

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

3

Exhibit 99.1

Blue Gold Announces Receipt of Nasdaq Notification Regarding Minimum Market Value of Publicly Held Shares Deficiency

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 the Company received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is currently not in compliance with the minimum Market Value of Publicly Held Shares ("MVPHS") requirement set forth under Nasdaq Listing Rule 5550(b)(2).

Nasdaq Listing Rule 5450(b)(3)(C) requires companies listed on the Nasdaq Global tier to maintain a minimum MVPHS of US$15 million and Nasdaq Listing Rule 5810(c)(3)(D) provides that a deficiency exists if a company fails to meet the minimum MVPHS requirement for a period of 30 consecutive business days. Based on the market value of the Company from June 10, 2026, to July 23, 2026, the Company no longer meets the minimum market value requirement.

The Notification Letter does not impact the Company’s listing on The Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided 180 calendar days, or until January 20, 2027, to regain compliance with Nasdaq Listing Rule 5540(b)(3)(C). To regain compliance, the Company’s MLPHS must closed at $15,000,000 or more for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by January 20, 2027, the Company may be eligible for additional time to regain compliance or may face delisting. In the event of such a notification, the Nasdaq rules permit the Company an opportunity to appeal Nasdaq’s determination.

The Company’s business operations are not affected by the receipt of the Notification Letter. The Company intends to actively monitor its MVPHS and evaluate available options to regain compliance within the applicable compliance period. As part of this process, the Company currently intends to apply to transfer its listing to The Nasdaq Capital Market, subject to meeting the applicable continued listing requirements.

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 tokenized 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 our website at 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

Primary offering of up to 11,500,000 Class A ordinary shares issuable upon the exercise of warrants
Secondary offering of up to 7,896,565 Class A ordinary shares offered by the Selling Shareholder

Prospectus Supplement

August 5, 2026