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Blue Gold Limited (Nasdaq: BGL) warned on minimum market value rule

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Rhea-AI Filing Summary

Blue Gold Limited reports that Nasdaq’s Listing Qualifications staff notified the company that it no longer meets the minimum Market Value of Publicly Held Shares (MVPHS) requirement for continued listing. Nasdaq requires an MVPHS of $15,000,000, and Blue Gold’s MVPHS was below this level for 30 consecutive business days from June 10 to July 23, 2026.

Blue Gold has a 180‑day compliance period, until January 20, 2027, to regain compliance by having its MVPHS at or above $15,000,000 for at least 10 consecutive business days; Nasdaq may extend this to 20 days at its discretion. The notice does not immediately affect the listing or trading of the company’s Class A ordinary shares, which continue to trade under “BGL”. The company plans to monitor its MVPHS and consider options such as actions to increase market value or applying to transfer its listing to the Nasdaq Capital Market, and states that its business operations are not affected by the notification.

Positive

  • None.

Negative

  • Nasdaq listing deficiency and delisting risk: Blue Gold’s Market Value of Publicly Held Shares fell below the $15,000,000 minimum for 30 consecutive business days, triggering a 180‑day cure period and potential Nasdaq delisting if compliance is not regained by January 20, 2027.
Minimum MVPHS requirement $15,000,000 Required market value of publicly held shares for continued Nasdaq listing
Compliance period length 180 calendar days Initial period granted to regain compliance with MVPHS rules
Compliance deadline January 20, 2027 End of the initial Nasdaq MVPHS compliance period
Deficiency review period 30 consecutive business days June 10–July 23, 2026 period when MVPHS was below the threshold
Required compliant trading days 10 consecutive business days Minimum days MVPHS must be at or above $15,000,000 to regain compliance
Potential extended compliant days 20 consecutive business days Maximum days Nasdaq may require MVPHS at or above threshold
Market Value of Publicly Held Shares financial
"based on the Company’s 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.
Nasdaq Global Market regulatory
"minimum MVPHS requirement for continued listing on The Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Nasdaq Capital Market regulatory
"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.
forward-looking statements regulatory
"This press release includes “forward-looking statements” within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
tokenized form technical
"sell the gold directly to end customers in tokenized form"

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

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FAQ

What Nasdaq notice did Blue Gold Limited (BGL) receive?
Blue Gold Limited received a Nasdaq notice that it no longer meets the minimum Market Value of Publicly Held Shares requirement. The deficiency arose after its MVPHS stayed below the required threshold for 30 consecutive business days between June 10 and July 23, 2026.

What market value threshold must Blue Gold Limited (BGL) meet to regain compliance?
To regain compliance, Blue Gold’s Market Value of Publicly Held Shares must be at least $15,000,000 for a minimum of 10 consecutive business days. Nasdaq staff may, at its discretion, require up to 20 consecutive business days at or above the same $15,000,000 level.

How long does Blue Gold Limited (BGL) have to fix its Nasdaq MVPHS deficiency?
Blue Gold has a 180‑day compliance period ending on January 20, 2027 to regain compliance with Nasdaq’s MVPHS rule. If it fails to do so, Nasdaq may move to delist its securities, though the company would have the right to appeal that determination.

Does the Nasdaq deficiency notice immediately affect trading in Blue Gold Limited (BGL) shares?
The notice has no immediate effect on trading of Blue Gold’s Class A ordinary shares. The company states its securities will continue to trade on Nasdaq under the symbol “BGL” while it works within the compliance period to address the MVPHS shortfall.

What options is Blue Gold Limited (BGL) considering to regain Nasdaq compliance?
Blue Gold plans to monitor its MVPHS and evaluate actions to increase the market value of publicly held shares. It is also considering applying to transfer its listing to the Nasdaq Capital Market, subject to meeting that market’s continued listing standards and related requirements.

Does the Nasdaq notice affect Blue Gold Limited’s (BGL) business operations?
The company states that its business operations are not affected by the Nasdaq notification. The issue relates specifically to the market value of publicly held shares and listing standards, rather than to operational performance or day‑to‑day mining and sales activities.

 

 

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

 

 

Source: View Original Filing on SEC EDGAR

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