Cayman court keeps injunction in Blue Gold (Nasdaq: BGL) share rights case
Rhea-AI Filing Summary
Blue Gold Limited reported a Cayman Islands court ruling on preliminary issues in ongoing shareholder litigation linked to its 2025 business combination with Perception Capital Corp. IV. The Court held that the plaintiffs’ Class A ordinary shares are Unrestricted Shares under the Articles and that the plaintiffs and their affiliates form a majority of the shareholder class whose consent is required to amend certain rights.
The Court concluded that the proposed amendments to the Articles cannot be implemented at this stage and that the Company cannot proceed to a vote at the extraordinary general meeting on the relevant resolution until valid consent from a majority of this class is obtained. The existing interim injunction blocking any such EGM remains in place until trial or further order, while the plaintiffs must provide fortification of their undertakings as to damages. Substantive issues, including damages claims and the Company’s counterclaim for rectification of its share register, will be decided at trial, and Blue Gold is considering options including appeal or a stay.
Positive
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Insights
Cayman ruling keeps injunction in place and delays charter changes.
The Court’s conclusions on Unrestricted Shares and class composition mean the plaintiffs and affiliates control the key shareholder class for the contested amendments. As a result, Blue Gold cannot currently implement changes to its Articles affecting that class without their consent.
The continued interim injunction prevents the Company from holding an extraordinary general meeting to alter these rights, prolonging uncertainty around its capital structure mechanics. Several substantive matters, including damages claims and the Company’s counterclaim for rectification of its share register, will be resolved only at trial.
Management states it is considering all legal options, including any appeal or stay. Future court determinations in this case will shape how and when Blue Gold can modify the contested shareholder rights under its Articles of Association.
Key Figures
Key Terms
interim injunction regulatory
extraordinary general meeting financial
originating summons regulatory
Articles of Association financial
forward-looking statements regulatory
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 May 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
Judgment on Preliminary Issues in Shareholder Action
On May 14, 2026, Blue Gold Limited (“Blue Gold” or the “Company”) announced that the Financial Services Division of the Grand Court of the Cayman Islands (the “Court”) issued its judgment on three preliminary issues (the “Judgment”) relating to the hearing held on November 20 and 21, 2025 by the Court in connection with the originating summons filed on July 28, 2025 by RCF VII Sponsors LLC, the former sponsor of Perception Capital Corp. IV, and S&R Capital Ltd. (together, “Plaintiffs”). The Court (i) determined that, on a proper construction of the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), the Plaintiffs’ Class A ordinary shares are Unrestricted Shares (as defined by the Articles), (ii) clarified the composition of the class of shareholders whose consent is required under Article 30 of the Articles in order to effect the proposed amendment to the Articles (the “Class”), such that the Plaintiffs and their affiliates constitute a majority of the Class, and (iii) held that the Company cannot validly proceed to a vote on the extraordinary general meeting (the “EGM”) resolution relating to the clarification of the definitions of Unrestricted Shares and Restricted Shares (as defined in the Articles) until consent is validly obtained from a majority of the Class.
The Court ordered that the existing interim injunction, which prevents the Company from proceeding with any EGM to alter the relevant rights of the Class under the Articles, must continue until trial or further order. In return for the continuation of the injunction, the Court directed the Plaintiffs to provide fortification of their undertakings as to damages, with the amount of such fortification to be determined.
The Judgment addresses preliminary issues only, and several substantive matters remain to be determined at trial, including claims for damages, the Company’s counterclaim for rectification of its share register, and certain other questions reserved from the preliminary issues. The Company is considering all available legal options, including any appeal or stay of the Judgment.
The foregoing description of the Judgment is not intended to be complete and is qualified in its entirety by reference to the Judgment, a copy of which is available on the Cayman Islands public record.
Other Events
On May 15, 2026, the Company issued a press release announcing the Judgment. A copy of the press release is attached hereto as Exhibit 99.1.
1
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated May 15, 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: May 20, 2026
| BLUE GOLD LIMITED | ||
| By: | /s/ Andrew Cavaghan | |
| Andrew Cavaghan | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
Blue Gold Provides Update on Cayman Islands Court Ruling in Shareholder Litigation
NEW YORK, NY, May 15, 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 a ruling from the Financial Services Division of the Grand Court of the Cayman Islands (the “Court”) addressing certain preliminary issues in ongoing litigation relating to the Company’s 2025 business combination with Perception Capital Corp. IV, a special purpose acquisition company.
The Court’s ruling provides clarification on the interpretation of the Company’s Articles of Association in the context of the business combination and confirms that any modification to the rights of the relevant shareholder class must be effected in accordance with the procedures set out in those Articles. The Court concluded that the proposed amendments cannot be implemented at this stage. As the decision addresses preliminary issues only, with a number of substantive matters reserved for determination at trial, the Court ordered that the existing interim injunction, which prevents the Company from proceeding with the EGM to alter its Articles of Association, remain in place pending final resolution of the outstanding matters at trial.
Andrew Cavaghan, Chief Executive Officer of Blue Gold, commented, “We acknowledge the Court’s ruling and respect the legal process. While we are pleased to have clarity on certain interpretive matters relating to our Articles, this decision addresses only preliminary issues and does not resolve the broader dispute. Blue Gold remains committed to protecting the interests of all shareholders and maintaining orderly market conditions. We will continue to evaluate all available legal and strategic options as the case proceeds, including any appeal and/or stay of the Court’s ruling on these preliminary issues.”
Next Steps
Several substantive matters remain to be determined at trial and Blue Gold will continue to engage constructively in the ongoing proceedings while remaining focused on executing its core business strategy and delivering long-term value for 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