Blue Gold Limited (BGL) lines up $10M private placement to repay debt

Rhea-AI Filing Summary

Blue Gold Limited has entered into a Securities Purchase Agreement for a private placement of 2,500,000 Class A ordinary shares at $4.00 per share, raising gross proceeds of $10,000,000. The company plans to use this cash for working capital, general corporate purposes and to repay certain debt obligations.

The shares are being sold in a transaction exempt from registration under the Securities Act, relying on Section 4(a)(2) and Rule 506(b) of Regulation D. The private placement is expected to close on or before March 9, 2026, subject to the terms of the purchase agreement.

Insights

Capital markets analyst

Blue Gold raises $10M in a private share sale to fund operations and repay debt.

Blue Gold Limited agreed to sell 2,500,000 Class A ordinary shares at $4.00 each in a private placement, generating gross proceeds of $10,000,000. The transaction relies on exemptions under Section 4(a)(2) and Rule 506(b), so the shares are not registered under the Securities Act.

The company intends to direct the cash toward working capital, general corporate uses and repayment of certain debt obligations. This combination can support day-to-day liquidity while modestly improving the balance sheet by reducing borrowings, though it also increases the share count through new equity issuance.

The private placement is expected to close on or before March 9, 2026, assuming conditions in the purchase agreement are satisfied. Subsequent disclosures may provide more detail on the specific debt repaid and any longer-term capital plans.

Form 6-K: How Foreign Companies Report to the SEC →

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 February 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

Entry into Securities Purchase Agreement

On February 23, 2026, Blue Gold Limited (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Purchaser named therein pursuant to which the Company agreed to issue and sell in a private placement offering (the “Private Placement”) an aggregate of 2,500,000 class A ordinary shares of the Company, par value $0.0001 per share (the “Shares”), at a price per share of $4.00, for gross proceeds of $10,000,000. The proceeds will be used for working capital, general corporate purposes and to repay certain debt obligations. The Private Placement is expected to close on or before March 9, 2026.

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and were not offered pursuant to the Registration Statement. The Shares were offered pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and which is incorporated herein by reference

1

EXHIBIT INDEX

Exhibit No.		Description
10.1		Securities Purchase Agreement by and between the Company and Purchaser, dated February 23, 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: February 26, 2026

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

3

FAQ

What capital is Blue Gold Limited (BGL) raising in this private placement?

Blue Gold Limited is raising $10,000,000 in gross proceeds by selling 2,500,000 Class A ordinary shares at $4.00 per share. This funding comes from a private placement under a Securities Purchase Agreement with a named purchaser.

How will Blue Gold Limited (BGL) use the $10 million in proceeds?

Blue Gold Limited plans to use the $10,000,000 for working capital, general corporate purposes and to repay certain debt obligations. This mix supports ongoing operations while also improving the balance sheet by reducing specific borrowings.

When is Blue Gold Limited’s (BGL) private placement expected to close?

The private placement is expected to close on or before March 9, 2026. Completion will depend on satisfying the conditions set out in the Securities Purchase Agreement signed on February 23, 2026.

Are the new Blue Gold Limited (BGL) shares registered under the Securities Act?

No, the 2,500,000 Class A ordinary shares have not been registered under the Securities Act. They are being offered under exemptions provided by Section 4(a)(2) and Rule 506(b) of Regulation D in a private placement transaction.

What type of securities is Blue Gold Limited (BGL) issuing in this transaction?

Blue Gold Limited is issuing Class A ordinary shares with a par value of $0.0001 per share. A total of 2,500,000 shares will be sold at $4.00 per share in a privately negotiated offering.

What agreement governs Blue Gold Limited’s (BGL) $10 million private placement?

The transaction is governed by a Securities Purchase Agreement dated February 23, 2026, between Blue Gold Limited and the purchaser. This agreement sets out the terms for selling 2,500,000 Class A ordinary shares in the private placement.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND PURCHASER, DATED FE 162.6 KB