Blue Gold (BGL) shifts to PKF Littlejohn as auditor amid going concern note

Rhea-AI Filing Summary

Blue Gold Limited reported a change in its external auditors. After PKF Texas indicated it could no longer serve as auditor following its acquisition by Withum Smith+Brown, Blue Gold engaged LAO Professionals on an interim basis to audit its standalone financial statements for the year ended December 31, 2024. On October 8, 2025, the company’s Audit Committee approved the appointment of PKF Littlejohn LLP as the new independent registered public accounting firm.

LAO Professionals’ audit reports for 2024 contained no adverse or disclaimed opinions and were not qualified for uncertainty, scope, or accounting principles, but did include an explanatory paragraph raising substantial doubt about Blue Gold’s ability to continue as a going concern. The company states there were no disagreements with LAO Professionals and no reportable events for 2024, and has filed LAO Professionals’ confirmation letter to the SEC as an exhibit.

Positive

• None.

Negative

• Auditor going concern paragraph: LAO Professionals’ audit reports for the year ended December 31, 2024 include an explanatory paragraph expressing substantial doubt about Blue Gold Limited’s ability to continue as a going concern.

Insights

Accounting & Disclosure Analyst

Blue Gold changes auditors while disclosing going concern uncertainty.

The company moved from PKF Texas, which could no longer serve after an acquisition, to LAO Professionals on an interim basis and then to PKF Littlejohn LLP as its independent registered public accounting firm effective October 8, 2025. The filing emphasizes that LAO’s 2024 audit opinions were clean in terms of scope and accounting principles.

However, LAO’s reports included an explanatory paragraph about substantial doubt regarding Blue Gold’s ability to continue as a going concern for the year ended December 31, 2024. This type of language typically reflects pressure on liquidity, profitability, or both, as assessed by the auditor. The company also states there were no disagreements or reportable events with LAO, which reduces concerns about disputes over accounting or disclosure practices.

The appointment of PKF Littlejohn LLP signals a transition to a longer-term audit relationship, but the going concern emphasis remains a key risk factor until financial conditions improve. Future audited financial statements and related audit opinions will be important to understand whether this substantial doubt persists or is resolved.

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 October 2025

Commission File Number: 001-42717

Blue Gold Limited

(Registrant’s Name)

Mourant Governance Services (Cayman) Limited,

94 Solaris Avenue, Camana Bay

Grand Cayman, KY1-1108, Cayman Islands.

(Address of principal executive offices)

Andrew Cavaghan

Tel. No: +44 (0) 7487 799481

Email: info@bluegoldmine.com

94 Solaris Avenue, Camana Bay

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 ☐

Change in Registrant’s Certifying Accountant

As previously disclosed in Amendment No. 2 to the Form F-1/A and the Form 6-K Periodic Report filed on August 26, 2025 by Blue Gold Limited (“Blue Gold”), due to changes in the auditor’s combined business following the acquisition of Pannell Kerr Forster of Texas P.C. (“PKF Texas”) by Withum Smith+Brown, PC (“Withum”), PKF Texas notified Blue Gold on August 2, 2025 that it would no longer be able to serve as auditor of Blue Gold.

On August 3, 2025, Blue Gold engaged LAO Professionals as its interim independent registered public accounting firm on a limited basis to prepare standalone audited financial statements of Blue Gold as of and for the year ended December 31, 2024. Subsequently, on October 8, 2025, the Audit Committee of Blue Gold approved the engagement and appointment of PKF Littlejohn LLP as independent registered public accounting firm, effective as of such date.

The reports of LAO Professionals for the financial statements of Blue Gold as of and for the year ended December 31, 2024 did not contain any adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. LAO Professional’s audit reports contained an explanatory paragraph related to the substantial doubt of Blue Gold’s ability to continue as a going concern.

As of October 10, 2025, there were no disagreements with LAO Professionals on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure, which such disagreements, if not resolved to the satisfaction of LAO Professionals, would have caused LAO Professionals to make reference thereto in its reports on the financial statements of Blue Gold for such period. As of and for the year ended December 31, 2024, there were no “reportable events” as that term is described in paragraphs (A) through (D) of Item 16F(a)(1)(v) of Form 20-F.

In accordance with Item 16F(a)(3) of Form 20-F, Blue Gold furnished LAO Professionals with a copy of this Form 6-K, providing LAO Professionals with the opportunity to furnish Blue Gold with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether it agrees with the statements made by Blue Gold herein in response to Item 16F(a) of Form 20-F, and if not, stating the respects in which it does not agree. Attached as Exhibit 16.1 is a copy of LAO Professionals’ letter addressed to the SEC relating to the statements made by Blue Gold in this report.

Financial Statements and Exhibits.

Exhibit No.		Description
16.1		Letter of LAO Professionals, dated October 10, 2025.

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.

	Blue Gold Limited
Date: October 10, 2025	By:	/s/ Andrew Cavaghan
	Name:	Andrew Cavaghan
	Title:	Chief Executive Officer

2

FAQ

What did Blue Gold Limited disclose in this Form 6-K filing (BGL)?

Blue Gold Limited disclosed changes in its external auditors, including the appointment of PKF Littlejohn LLP as its independent registered public accounting firm, and noted that its prior auditor LAO Professionals included a going concern explanatory paragraph in the audit reports for the year ended December 31, 2024.

Why did Blue Gold Limited change its auditor from PKF Texas?

PKF Texas informed Blue Gold Limited on August 2, 2025 that it could no longer serve as the company’s auditor due to changes in the auditor’s combined business following the acquisition of Pannell Kerr Forster of Texas P.C. by Withum Smith+Brown, PC.

Who is Blue Gold Limited’s new independent registered public accounting firm?

On October 8, 2025, the Audit Committee of Blue Gold Limited approved the engagement and appointment of PKF Littlejohn LLP as the company’s independent registered public accounting firm, effective as of that date.

What role did LAO Professionals play in Blue Gold Limited’s 2024 financial statements?

Blue Gold Limited engaged LAO Professionals on August 3, 2025 as an interim independent registered public accounting firm on a limited basis to prepare standalone audited financial statements as of and for the year ended December 31, 2024, and LAO issued audit reports on those financial statements.

Did LAO Professionals issue a qualified or adverse opinion on Blue Gold Limited’s 2024 financials?

No. LAO Professionals’ reports for Blue Gold Limited’s 2024 financial statements did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, but they did include an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern.

Were there any disagreements or reportable events between Blue Gold Limited and LAO Professionals?

As of October 10, 2025, Blue Gold Limited reports no disagreements with LAO Professionals about accounting principles, practices, financial statement disclosures, or auditing scope or procedures, and no reportable events as described in Item 16F(a)(1)(v) of Form 20-F for the year ended December 31, 2024.

What is the significance of the LAO Professionals letter attached as an exhibit?

In line with Item 16F(a)(3) of Form 20-F, Blue Gold Limited provided LAO Professionals with a copy of this report and the firm supplied a letter, filed as Exhibit 16.1, to the SEC stating its position on the company’s statements about the auditor change and related matters.