Blue Gold (BGL) COO resigns as company opts out of Nasdaq 20% Rule
Rhea-AI Filing Summary
Blue Gold Limited reports that Chief Operating Officer Gus Gomes resigned effective July 26, 2026, after notifying the company on June 26, 2026. He will remain involved by joining the company’s advisory board, and his departure is stated not to stem from any disagreement with management, the board, or company practices.
The company also explains that, as a Cayman Islands foreign private issuer listed on Nasdaq, it has elected to follow its home country corporate governance practice instead of Nasdaq Listing Rule 5635(d), the “20% Rule” on shareholder approval for certain dilutive issuances. Cayman Islands counsel confirmed that Cayman law and the company’s charter do not require such shareholder approvals, and a supporting legal opinion was provided to Nasdaq.
Positive
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Negative
- None.
Key Figures
Key Terms
foreign private issuer regulatory
home country practice regulatory
20% Rule regulatory
Nasdaq Listing Rule 5635(d) regulatory
amended and restated memorandum and 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 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 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
Resignation of Chief Operating Officer
On June 26, 2026, Gus Gomes notified Blue Gold Limited (the “Company”) of his resignation from his position as Chief Operating Officer of the Company, effective July 26, 2026. Mr. Gomes will be joining the Company’s advisory board.
Mr. Gomes’s resignation was not the result of any disagreement with the Company, its management, its Board of Directors, or on any matter relating to the Company’s operations, policies, or practices.
Nasdaq Corporate Governance – Home Country Practice
As a company incorporated under the laws of the Cayman Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth in Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series.
The Company has elected to follow Cayman Islands home country practice in lieu of complying with Nasdaq Listing Rule 5635(d) (the “20% Rule”), which generally requires shareholder approval prior to the issuance of securities in connection with certain transactions, including certain private placements, at a price less than the greater of book or market value which equals 20% or more of the ordinary shares of the Company or voting power outstanding before the issuance. Under Cayman Islands law, no equivalent shareholder approval requirement applies, and the Company’s amended and restated memorandum and articles of association do not impose such a requirement.
Mourant Ozannes (Cayman) LLP, our Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, we are not required to comply with the 20% Rule. A copy of this letter is attached hereto as Exhibit 99.1.
Except for the foregoing, there are no material differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.
1
Forward-Looking Statements
This Form 6-K contains forward-looking statements that involve risks and uncertainties, including all the risk factors detailed from time to time 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 Form 6-K. The Company does not intend to revise or update any forward-looking statement in this Form 6-K as a result of new information, future events or otherwise, except as required by law.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Legal Opinion of Mourant Ozannes (Cayman) LLP |
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: July 2, 2026
| BLUE GOLD LIMITED | ||
| By: | /s/ Andrew Cavaghan | |
| Andrew Cavaghan | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
 | Mourant Ozannes (Cayman) LLP 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands
T +1 345 949 4123 |
Listing Qualifications
The Nasdaq Stock Market LLC
805 King Farm Blvd.
Rockville, Maryland 20850
United States of America
Date | 17 June 2026
Blue Gold Limited
We act as Cayman Islands counsel to Blue Gold Limited, an exempted company incorporated in the Cayman Islands (the Company).
The Company has advised us that it intends to follow its Cayman Islands practices in lieu of the requirements of Rule 5635(d) of the Rule 5600 Series of The Nasdaq Stock Market LLC Listing Rules (as in force on the date of this letter, the Nasdaq Listing Rules), which we understand sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price less than the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the Requirements).
The Company's practices with regard to these Requirements are not prohibited by the Companies Act (as amended) of the Cayman Islands.
Based upon our review of the amended and restated memorandum and articles of association of the Company adopted by special resolutions passed on 10 June 2025 and effective on 24 June 2025, as amended by an amendment to the articles of association adopted by special resolution passed on 16 March 2026 (the Articles), the Articles do not prohibit the Company from following its Cayman Islands practices in lieu of the Requirements.
We have made no investigation of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically, we have made no independent investigation of the laws of the State of New York or the Nasdaq Listing Rules, and we express no opinion as to the meaning, validity or effect of the Nasdaq Listing Rules. This letter is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This letter is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.
The Company has advised us that, as required by Rule 5615(a)(3), the Company intends to disclose in its annual report on Form 20-F each requirement of the Nasdaq Listing Rules that it does not follow and describe the home country practice followed in lieu of such requirements.
Yours faithfully
/s/ Mourant Ozannes (Cayman) LLP
Mourant Ozannes (Cayman) LLP
Mourant Ozannes (Cayman) LLP is registered as a limited liability partnership in the Cayman Islands with registration number 601078
| mourant.com |