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Blue Gold (BGL) names James Samuelson CFO with $250k salary and equity grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Blue Gold Limited has appointed James F. Samuelson as Chief Financial Officer, effective June 1, 2026, replacing current CFO Lorenz Werndle. Samuelson brings decades of experience in corporate finance, renewable energy, investment banking and public company leadership, including advising multiple companies on equity and debt financings, acquisitions, Nasdaq uplisting and SEC compliance.

Under his offer letter, Samuelson will receive a base salary of $250,000, an annual performance-based bonus (payable in cash or stock at the Company’s discretion), and benefits eligibility. He is slated to receive an Initial Grant of 250,000 Class A ordinary shares under the 2025 Equity Incentive Plan, granted in quarterly installments over three years, and will be eligible for annual long-term incentive option grants equal to 50% of base salary. If terminated without cause or if he resigns following an uncured material breach of the offer letter, he is entitled to three months’ base salary. Werndle will stay through June 24, 2026 to support the transition, and his departure is stated as unrelated to financial results or any disagreement over accounting or disclosure.

Positive

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Negative

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CFO base salary $250,000 per year Annual base salary for James F. Samuelson
Initial equity grant 250,000 Class A ordinary shares Initial Grant under 2025 Equity Incentive Plan
Quarterly share installment 20,833 shares per quarter Portion of Initial Grant, from three months after Effective Date
Severance period Three months’ base salary Payable if terminated without cause or upon certain Company breach
Annual LTIP option size 50% of base salary Long-term incentive option grant after fiscal year end, vesting over 3 years
Effective Date June 1, 2026 Date James F. Samuelson becomes CFO
Transition end date June 24, 2026 Date through which outgoing CFO remains to assist transition
CFO age 56 years Age of James F. Samuelson at appointment
at-will employment financial
"The Offer Letter provides for Mr. Samuelson’s at-will employment as the Chief Financial Officer of the Company."
performance-based bonus financial
"Mr. Samuelson will also be eligible to receive an annual performance-based bonus subject to achievement of agreed operational and strategic targets."
2025 Equity Incentive Plan financial
"will be granted pursuant to the terms of the Company’s 2025 Equity Incentive Plan (the “Plan”)."
indemnity agreement financial
"The Company and Mr. Samuelson also entered into the Company’s standard form indemnity agreement, previously adopted and disclosed."
Confidential Information and Inventions Assignment Agreement financial
"and Confidential Information and Inventions Assignment Agreement."
for cause financial
"if the Company materially breaches the Offer Letter and fails to cure such breach within 30 days ... terminate the Offer Letter for cause and receive three months’ base salary."
"For cause" is a contractual standard used when an employer, board, or other party removes someone because they violated rules, broke the contract, committed misconduct, or failed to do their required job. It matters to investors because a "for cause" finding often limits payouts, affects whether stock awards or buyout protections kick in, and signals higher leadership or governance risk—think of it as being fired for a specific reason rather than let go for business reasons.
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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 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

 

Appointment of Chief Financial Officer

 

On May 20, 2026, the Board of Directors (the “Board”) of Blue Gold Limited (“Blue Gold” or the “Company”) appointed James F. Samuelson as Chief Financial Officer (principal accounting and principal financial officer) of the Company, effective as of June 1, 2026 (the “Effective Date”). Mr. Samuelson will succeed Lorenz Werndle, who is stepping down from his current position as Chief Financial Officer of the Company.

 

James Samuelson, age 56, was appointed Chief Financial Officer of Blue Gold on June 1, 2026.  Since June 2016, Mr. Samuelson operated as an independent consultant to multiple public and private companies providing expert guidance relating to equity and debt financings and acquisition transactions, among other things.  Notably, in this role, Mr. Samuelson supervised the uplisting of a company to the Nasdaq Capital Market, completed multiple acquisitions, and provided significant support to the management team regarding SEC filings and compliance, audits and financings.  From January 2006 to June 2016, Mr. Samuelson served as CEO and President of Mid-America Renewable Fuels, Inc., a privately held company engaged in the development and acquisition of renewable energy facilities. Prior to 2006, Mr. Samuelson served as the Chief Financial Officer and member of the board of directors of a publicly traded technology company headquartered in Berlin, Germany and worked as an investment banker in Paris, France and Vienna, Austria. Mr. Samuelson received a B.S.B.A. and a MBA, both from Creighton University.

 

In connection with his appointment as Chief Financial Officer, Blue Gold One, LLC, a subsidiary of the Company entered into an offer letter with Mr. Samuelson on May 15, 2026 (the “Offer Letter”). The Offer Letter provides for Mr. Samuelson’s at-will employment as the Chief Financial Officer of the Company. Pursuant to the Offer Letter, Mr. Samuelson will receive an annual base salary of $250,000 per year. Mr. Samuelson will also be eligible to receive an annual performance-based bonus subject to achievement of agreed operational and strategic targets, provided that Mr. Samuelson is actively employed on the applicable payment date (unless otherwise determined by the Company), and to participate in the Company’s employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs. Such annual performance-based bonus will either be in the form of a stock bonus award vesting on the one-year anniversary of the performance year to which it relates, or in cash, at the Company’s sole discretion. In the event of the Company terminating Mr. Samuelson’s employment other than for cause, Mr. Samuelson will be entitled to three months’ base salary, payable in accordance with the Company’s regular payroll practices. In addition, if the Company materially breaches the Offer Letter and fails to cure such breach within 30 days of receiving notice from Mr. Samuelson, Mr. Samuelson will be entitled to terminate the Offer Letter for cause and receive three months’ base salary.

 

The Offer Letter also provides for the grant of 250,000 Class A ordinary shares (the “Initial Grant”), which Initial Grant is subject to the approval by the Board and will be granted pursuant to the terms of the Company’s 2025 Equity Incentive Plan (the “Plan”), and will be granted at a quarterly rate of 20,833 per quarter, subject to the Company’s withholding from each quarterly grant sufficient Class A ordinary shares to cover applicable taxes, starting on the date that is three months after the Effective Date and continuing until the third anniversary of the Effective Date. Mr. Samuelson will also be eligible for an annual long-term incentive plan option grant in the amount of 50% of his annual base salary, which option shall will be made following the Company’s fiscal year end and vest annually over 3 years in equal annual installments.

 

The Company and Mr. Samuelson also entered into the Company’s standard form indemnity agreement, previously adopted and disclosed by the Company and filed as Exhibit 4.24 to the Company’s Shell Company Report on Form 20-F, filed with the SEC on July 1, 2025, and Confidential Information and Inventions Assignment Agreement. The indemnification agreement, among other things, requires the Company to indemnify Mr. Samuelson for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in certain actions or proceedings arising out of his services as an officer of the Company.

 

Other than the foregoing, Mr. Samuelson is not party to any arrangement or understanding with any other pursuant to which he was appointed as an officer, nor is he party to any transactions required to be disclosed pursuant to Item 7.B of Form 20-F involving the Company. There are no family relationships between Mr. Samuelson and any of the Company’s directors or executive officers.

 

The foregoing description of the Offer Letter is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s next Annual Report on Form 20-F for the fiscal year ending December 31, 2026.

 

Chief Financial Officer Transition

 

Lorenz Werndle, the Company’s current Chief Financial Officer, will remain with the Company in his current role until the Effective Date, following which he will remain with the Company through June 24, 2026 to assist with the transition. Mr. Werndle’s transition is unrelated to the Company’s financial results or any disagreement with the Company over its accounting principles, practices or financial disclosures.

 

1

 

 

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: June 1, 2026

 

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

 

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

Who is the new Chief Financial Officer of Blue Gold Limited (BGL)?

Blue Gold Limited appointed James F. Samuelson as Chief Financial Officer, effective June 1, 2026. He has extensive experience in equity and debt financings, acquisitions, Nasdaq uplisting, SEC compliance, renewable energy operations and investment banking roles in Europe.

What is James Samuelson’s compensation package as Blue Gold (BGL) CFO?

James Samuelson will receive a $250,000 annual base salary, an annual performance-based bonus in cash or stock at the Company’s discretion, standard benefits, and eligibility for long-term incentive option grants equal to 50% of base salary, vesting over three years.

What equity awards will Blue Gold (BGL) grant to its new CFO?

The offer letter provides for an Initial Grant of 250,000 Class A ordinary shares under the 2025 Equity Incentive Plan, to be granted in quarterly installments of 20,833 shares over three years, subject to tax withholding and Board approval.

Does the outgoing Blue Gold (BGL) CFO’s transition relate to financial issues?

The company states that Lorenz Werndle’s transition is unrelated to financial results or any disagreement regarding accounting principles, practices, or financial disclosures. He will remain through June 24, 2026 to assist with an orderly transition.

What severance terms apply to Blue Gold (BGL) CFO James Samuelson?

If Blue Gold terminates James Samuelson’s employment other than for cause, he is entitled to three months’ base salary. He may also resign for cause after an uncured material breach by the Company and receive the same three months’ base salary benefit.