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Blue Gold Limited (Nasdaq: BGL) registers 32.2M shares, gets Nasdaq MVPHS notice

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

Rhea-AI Filing 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.

Positive

  • None.

Negative

  • Nasdaq listing deficiency: Market Value of Publicly Held Shares has been below $15,000,000 for 30 consecutive business days, giving Blue Gold only until January 20, 2027 to regain compliance or risk delisting or forced transfer to a lower Nasdaq tier.
Shares registered for resale 32,157,957 Class A ordinary shares VWAP Purchase Shares issuable under the Ordinary Share SPA
Equity line capacity $75 million Aggregate principal amount of Class A ordinary shares under the Ordinary Share SPA
Registered purchase price cap $73.0 million Aggregate purchase price for VWAP Purchase Shares registered for resale
Commitment shares issued 69,419 Class A ordinary shares Issued September 3, 2025 as consideration for entering the SPA
Additional SPA shares issued 2,245,713 Class A ordinary shares Issued under the Ordinary Share SPA prior to this supplement
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 closing price $0.21 per share Closing price of Class A ordinary shares on July 29, 2026
VWAP Purchase Valuation Period financial
"the VWAP on the applicable Trading Day during a one (1)- day VWAP Purchase Valuation Period"
Market Value of Publicly Held Shares market
"the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the last 30 consecutive business days"
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.
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 Type secondary
Use of Proceeds Blue Gold will not receive any proceeds from sales of the registered shares by the selling shareholder.

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

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FAQ

What is Blue Gold Limited (BGL) registering in this prospectus supplement?
Blue Gold is registering for resale up to 32,157,957 Class A ordinary shares issuable under its Ordinary Share Purchase Agreement with Tumim Stone Capital LLC, corresponding to an equity line of up to $73.0 million in VWAP-based share purchases.

Does Blue Gold Limited (BGL) receive cash from the resale of the 32,157,957 shares?
Blue Gold will not receive any proceeds from Tumim Stone’s resale of the registered shares. Cash to the company arises when it issues VWAP Purchase Shares under the Ordinary Share SPA; resale proceeds go to the selling shareholder.

What are the key pricing terms of Blue Gold’s (BGL) Ordinary Share Purchase Agreement?
VWAP Purchase Shares may be sold at either 0.95 times the lower of closing price or VWAP over one day, or 0.97 times the lowest VWAP over a three-day period, subject to trading-volume-based and dollar caps of $2,000,000 or $3,000,000 per VWAP Purchase.

How many shares has Blue Gold Limited (BGL) already issued under the Tumim Stone equity line?
Blue Gold issued 69,419 Class A ordinary shares as commitment shares and a further 2,245,713 shares under the Ordinary Share SPA before this supplement, in addition to the shares now being registered for potential resale.

What Nasdaq compliance issue is Blue Gold Limited (BGL) facing?
Nasdaq notified Blue Gold that its Market Value of Publicly Held Shares fell below $15,000,000 for 30 business days. The company has 180 days, until January 20, 2027, to regain this threshold or face potential delisting or appeal.

How volatile has Blue Gold Limited’s (BGL) stock been since listing?
From June 26, 2025 to July 29, 2026, Blue Gold’s Class A shares traded between $0.20 and $133.00 with daily volume from 30,900 to 29,059,500 shares, while warrants ranged from $0.04 to $0.75, reflecting extreme volatility.

What is the current Nasdaq trading price of Blue Gold Limited (BGL) shares and warrants?
On July 29, 2026, Blue Gold’s Class A ordinary shares closed at $0.21 per share, and its warrants closed at $0.05, both listed on Nasdaq under the symbols BGL and BGLWW respectively.

 

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 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.

 

2

 

 

EXHIBIT INDEX

 

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

 

3

 

 

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  

 

4

 

 

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

 

 

 

 

 

 

 

 

 

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