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 ☐
EXPLANATORY NOTE
On July 8, 2026, Blue Gold Limited (the “Company”
or “BGL”) announced strategic initiatives to regain compliance with the Nasdaq Stock Market LLC (“Nasdaq”) continued
listing requirements and strengthen its financial position.
The Company issued a press release, attached hereto
as Exhibit 99.1, announcing a series of balance sheet optimization transactions that are expected to improve the Company’s shareholders’
equity by approximately $30 million, thereby enabling compliance with the shareholders’ equity requirement for continued listing
on the Nasdaq Global Market.
In connection with these strategic initiatives,
the Company entered into a Deed of Settlement and Conversion dated July 8, 2026 (the “Deed”), attached hereto as Exhibit 99.2,
among Future Global Resources Limited (“FGRL”), FGR Bogoso Prestea Ltd (“FGR”), the Company, and Blue Gold Bogoso
Prestea Ltd (“BGBPL”), relating to certain liabilities and obligations in connection with the Bogoso-Prestea asset purchase
completed pursuant to the Purchase and Assumption Agreement dated January 27, 2024.
Key Terms of the Deed of Settlement and Conversion
The material terms of the Deed include the following:
(a) Confirmation and Release of GSR Liabilities.
FGRL has confirmed that the GSR Liabilities (including Contingent Consideration Liabilities and NSR Royalty Payments, each as
defined in the Deed) remain liabilities of FGRL and do not pass to BGBPL. BGBPL is released from any obligations with respect to such
liabilities.
(b) Conversion of Accounts Payable. US$3,617,176
of accounts payable owed by BGBPL to FGR shall be satisfied by the issuance by BGL of 3,617 shares of Series A Perpetual Convertible Preferred
Stock (“Series A Preferred Stock”) to FGRL.
(c) CalBank Deposit Assignment. A
US$3,500,000 deposit held at CalBank (constituting an Environmental Protection Agency bond for an asset retirement obligation) shall be
assigned to BGBPL. As consideration and acknowledgement of such assignment, BGL shall issue 3,500 shares of Series A Preferred Stock to
FGRL.
(d) Series A Preferred Stock Terms. The
Series A Preferred Stock has the following key terms: (i) each share is convertible into 1,000 shares of common stock (Class A ordinary
shares); (ii) the shares are non-voting; (iii) there is no mandatory redemption; (iv) BGL may redeem the shares at its option after 12
months at face value; (v) holders may convert the shares after 12 months, subject to the Conversion Cap (as defined below); and (vi) upon
a change of control, holders shall receive the same consideration as common stockholders on an as-converted basis.
(e) Conversion Cap. The conversion
of Series A Preferred Stock into common stock is subject to a cap of 19.99% of the common stock outstanding immediately prior to the issuance
of the Series A Preferred Stock (the “Conversion Cap”), in compliance with Nasdaq Listing Rules.
(f) Stockholder Approval. Stockholder
Approval (as defined in the Deed) is required to exceed the Conversion Cap. The Company intends to seek such approval at a future meeting
of shareholders.
(g) Financial Viability Exception. The
Deed provides that, if any delay in obtaining Stockholder Approval would seriously jeopardize the financial viability of the Company,
the Company may rely on the financial viability exception under Nasdaq Listing Rule 5635(f), subject to applicable approvals, shareholder-notice
and public-announcement requirements.
Extraordinary General Meeting and Reverse Share
Split
The Company has announced that an extraordinary
general meeting (“EGM”) will be held on July 24, 2026 (record date: July 7, 2026) to seek shareholder authorization for the
Board of Directors to determine the timing and ratio of a reverse share split of the Company’s Class A ordinary shares.
Transfer to Nasdaq Capital Market
If the Company regains compliance with Nasdaq
continued listing requirements, it intends to transfer the listing of its Class A ordinary shares (ticker: BGL) and warrants (ticker:
BGLWW) from the Nasdaq Global Market to the Nasdaq Capital Market.
The information contained in this Form 6-K (including
the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such a filing.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated July 9, 2026 |
| 99.2 |
|
Deed of Settlement and Conversion, dated July 8, 2026 |
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 9, 2026
| BLUE GOLD LIMITED |
|
| |
|
|
| By: |
/s/ Andrew Cavaghan |
|
| |
Andrew Cavaghan |
|
| |
Chief Executive Officer |
|
3
Exhibit 99.1
Blue Gold Ltd Announces Initiatives to regain
Nasdaq Compliance and Strengthen its Financial Position
NEW YORK, NY, July 9, 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 it has undertaken several initiatives to regain compliance
with Nasdaq continued listing requirements and strengthen the Company’s financial position.
Strengthening the Business
Blue Gold is undertaking a series of initiatives
designed to regain compliance with Nasdaq continued listing requirements, strengthen its financial position, and optimize its capital
structure and operating costs.
| ● | The
Company has entered into agreements which optimize its balance sheet while increasing its shareholders’ equity. Collectively, these
transactions, along with the revaluation of warrant liabilities, are expected to improve shareholders’ equity by approximately $30 million.
This improvement is expected to enable the Company to satisfy the shareholders’ equity requirement for continued listing on the Nasdaq
Global Market. |
| ● | Blue
Gold has announced an Extraordinary General Meeting (“EGM”) to be held on July 24, 2026, at which shareholders of record
as of July 7, 2026 may vote, to seek authorization for the board of directors of the Company to determine the timing and size of any
reverse share split, and any conditions that may be required. If approved, the Board will determine whether to implement the share split
based on the Company’s share price performance and any applicable Nasdaq compliance deadlines. |
| ● | If
the Company regains compliance with the continued listing requirements, it intends to apply to transfer the listing of its Class A ordinary
shares and warrants from the Nasdaq Global Market to the Nasdaq Capital Market, which provides more leeway to maintain continued compliance
in the future. |
About Blue Gold Limited
Blue Gold Limited (Nasdaq: BGL) (Nasdaq: BGLWW)
is a 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: the Company’s ability to satisfy Nasdaq’s continued
listing requirements within applicable deadlines; the outcome and timing of proceedings; the Company’s ability to reduce operating
costs as anticipated; 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
Exhibit 99.2
Private & Confidential
Dated 8th
July 2026
FUTURE
GLOBAL RESOURCES LIMITED
FGR BOGOSO PRESTEA LTD
BLUE GOLD LIMITED
and
BLUE GOLD
BOGOSO PRESTEA LTD
DEED OF
SETTLEMENT AND CONVERSION
relating to certain liabilities
in connection with the
Bogoso-Prestea asset purchase
THIS
DEED is made on 08 July 2026
BETWEEN:
| (A) | FUTURE GLOBAL RESOURCES
LIMITED, a company incorporated in [England and Wales] with registered number 12380930 whose registered office is at 124 City
Road, London, England, EC1V 2NX (“FGRL”); |
| (B) | FGR BOGOSO PRESTEA LTD,
a private limited liability company incorporated in Ghana with registered number CS249932018 whose registered office is at One Airport
Square, Accra, Ghana (“FGR”); |
| (C) | BLUE GOLD LIMITED,
a company incorporated in the Cayman Islands whose registered office is at 94 Solaris Avenue, Camana Bay, Grand Cayman, KY1-1108, Cayman
Islands (“BGL”); and |
| (D) | BLUE GOLD BOGOSO PRESTEA
LTD, a private limited liability company incorporated in Ghana with registered number CS012590124 whose registered office is
at 4 Momotse Avenue, Adabraka, Accra, Ghana (“BGBPL”), |
each a “Party”
and together the “Parties”.
WHEREAS
| (A) | The Parties are party to, or connected with, the asset purchase surrounding the
Bogoso and Prestea mine (the “Asset Purchase”) effected
under the Purchase and Assumption Agreement. |
| (B) | Certain liabilities owing to FGR were treated as passing to BGBPL in connection
with the Asset Purchase. The Parties have agreed to confirm that those liabilities do not pass to BGBPL and to release BGBPL from them
on the terms of this Deed. |
| (C) | The Parties have further agreed that certain accounts payable owing by BGBPL to
FGR shall be satisfied by the issue by BGL of Series A Perpetual Convertible Preferred Stock to FGRL, on the terms of this Deed. |
IT
IS AGREED as follows:
| 1 | DEFINITIONS AND INTERPRETATION |
| 1.1 | In this Deed, unless the context otherwise requires, the following words and expressions
have the following meanings: |
| Asset Purchase |
has the meaning given in Recital (A); |
| |
|
| Contingent Consideration Liabilities |
the liability of FGRL to make the NSR Royalty Payments and the Sulphides Contingent Payment owing to or in respect of Golden Star Resources Limited; |
| |
|
| Conversion Cap |
has the meaning given in clause 3.3; |
| |
|
| Converted Payables |
US$3,617,176 of accounts payable due to FGR by BGBPL; |
| |
|
| Deposit |
has the meaning given in clause 4.1; |
| |
|
| GSR Liabilities |
the Contingent Consideration Liabilities, to
include the GSR NSR Royalty Payments, being liabilities of FGRL falling within the Excluded Liabilities under the Purchase and
Assumption Agreement; |
| Purchase and Assumption Agreement |
the asset purchase and assumption agreement dated 27 January 2024 between FGR, BGBPL and Bogoso Gold Streaming Plc; |
| |
|
| Series A |
the Series A Perpetual Convertible Preferred Stock of BGL having the terms set out in clause 3.2; |
| |
|
| Stockholder Approval |
the approval of the holders of BGL’s common stock required under the applicable rules of the Nasdaq Stock Market to permit conversion of the Series A in excess of the Conversion Cap; |
| 1.2 | Capitalised terms used but not defined in this Deed have the meaning given to
them in the Purchase and Assumption Agreement and, where applicable, the Royalty Agreement. |
| 1.3 | Clause headings do not affect interpretation. References to a clause are to a clause
of this Deed. The Recitals form part of this Deed. |
| 2 | LIABILITIES NOT PASSING TO BGBPL |
| 2.1 | GSR Liabilities. FGRL
confirms that the GSR Liabilities are, and shall remain, liabilities of FGRL, do not pass over to or become liabilities of BGBPL in connection
with the Asset Purchase, and (for the avoidance of doubt) fall within the Excluded Liabilities under the Purchase and Assumption Agreement.
FGRL confirms that BGBPL has no future payment obligation in respect of the Contingent Consideration Liabilities, and FGRL irrevocably
and unconditionally releases and discharges BGBPL from any such liability or obligation. |
| 2.2 | Binding effect. The
confirmations and releases in this clause 2 are immediately binding on the Parties on the date of this Deed and are not conditional on
the matters described in clause 5. |
| 3 | CONVERSION OF ACCOUNTS PAYABLE INTO SERIES A PREFERRED STOCK |
| 3.1 | Agreement to convert.
FGR, BGBPL and BGL agree that the Converted Payables shall be satisfied by the issue by BGL to FGRL of 3,617 shares of Series
A. Upon issue of such Series A in accordance with clause 3.4, the Converted Payables shall be treated as fully and finally settled and
discharged. |
| 3.2 | Terms of the Series A.
The Series A shall have the following terms: |
| 3.2.1 | each share of Series A is convertible into 1,000 shares of common stock of BGL, subject to the Conversion
Cap; |
| 3.2.2 | the Series A shall be a non-voting series of preferred stock; |
| 3.2.3 | the Series A shall carry no mandatory redemption rights and BGL shall not be obligated to redeem the
Series A; |
| 3.2.4 | the Series A shall be redeemable, at face value, solely at the option of BGL, at any time beginning
twelve (12) months from the date of issue; |
| 3.2.5 | holders of the Series A may convert into common stock at any time, or from time
to time, beginning twelve (12) months from the date of issue, subject always to the Conversion Cap; and |
| 3.2.6 | in the event of a change of control or other liquidity event, holders of the Series
A shall receive the exact same consideration as the holders of common stock (stock-for-stock, or cash-for-cash). |
| 3.3 | Nasdaq Conversion
Cap. Notwithstanding any other provision of this Deed or the terms of the Series A, the Series A shall not be convertible into,
and BGL shall not issue upon conversion, any shares of common stock to the extent that such issue, when aggregated with all other shares
of common stock then issued or issuable upon conversion of the Series A (and with any other issue required by applicable Nasdaq listing
rules to be aggregated therewith), would result in the issue of common stock equal to or exceeding 19.99% of the number of shares of common
stock of BGL outstanding immediately prior to the issue of the Series A (the "Conversion
Cap"). The Conversion Cap shall apply subject to clause 5.4. The certificate of designations (or equivalent constitutional
instrument) governing the Series A shall give effect to the Conversion Cap. |
| 3.4 | Issue as a follow-on
action. BGL shall take all steps necessary to issue and allot the Series A to FGRL as soon as reasonably practicable following
satisfaction of the conditions in clause 5.1. The issue of the Series A shall be effected as an action taken pursuant to this Deed and
not by this Deed itself. |
| 3.5 | FGR group intercompany.
The Parties acknowledge that the satisfaction of the Converted Payables by issue of Series A to FGRL is effected at the direction
of the FGR group, and that the allocation and settlement of intercompany balances between FGR, FGRL and other members of the FGR group
arising as a result is a matter for the FGR group alone and is not an obligation owed to, or enforceable by, BGL or BGBPL under this Deed. |
| 4 | CALBANK DEPOSIT AND ASSET RETIREMENT OBLIGATION |
| 4.1 | The Deposit. A
deposit in the amount of US$3,500,000 (the “Deposit”)
is presently held on account with CalBank in Ghana as part of an Environmental Protection Agency bond in respect of the asset retirement
obligation (the “ARO”) for the Bogoso and Prestea mine
(the “Mine”). |
| 4.2 | Assignment
of the Deposit. |
| 4.2.1 | FGR hereby assigns, transfers and sets over to BGBPL, absolutely, and BGBPL hereby
accepts, all of FGR’s right, title, benefit and interest of whatever nature (whether legal, equitable, beneficial, contractual or
otherwise) in and to the Deposit, together with all rights to receive the same on its release (if any). |
| 4.2.2 | To the extent that any part of the Deposit cannot, for any reason, be assigned
or transferred with effect as set out above, FGR shall hold that part on trust for BGBPL absolutely and shall account to BGBPL for it
accordingly. |
| 4.3 | Mandate
and further assurance. |
| 4.3.1 | FGR shall, and shall procure that its affiliates shall, as soon as reasonably practicable,
execute and deliver all such documents and do all such things as BGBPL may reasonably require to transfer, novate or re-issue the mandate
or account arrangements held with CalBank (and, if required, to obtain the consent of the Environmental Protection Agency or any other
relevant person) so as to give full effect to the assignment in clause 4.2 and to vest control of the Deposit in BGBPL. |
| 4.3.2 | Each Party shall, at its own cost, execute such further documents and take such
further action as may reasonably be required to give effect to this clause 4. |
| 4.4 | Acknowledgement shares. |
| 4.4.1 | In consideration of the assignment in clause 4.2, and subject to clause 5, BGL
shall issue 3,500 shares of Series A to FGRL free from any restriction on conversion, forfeiture or return. |
| 4.4.2 | BGL shall retain the right to redeem such Series A, at face value, at its sole discretion. |
| 5 | CONDITIONS, NASDAQ COMPLIANCE AND STOCKHOLDER APPROVAL |
| 5.1 | Conditions to issue.
The issue of the Series A under clauses 3 and 4 is conditional upon, and shall not take effect until, the following conditions
have been satisfied: |
| 5.1.1 | the board of directors of BGL having approved the creation and issue of the Series
A and the adoption of a certificate of designations (or equivalent constitutional instrument) setting out the terms of the Series A (including
the Conversion Cap); and |
| 5.1.2 | such issue being permitted under the constitutional documents of BGL and the laws
of the Cayman Islands. |
| 5.2 | Nasdaq compliance.
The Parties shall structure and implement the issue and any conversion of the Series A so as to comply with the applicable
rules of the Nasdaq Stock Market. |
| 5.3 | Stockholder Approval.
The Parties intend that, by reason of the Conversion Cap, the issue of the Series A shall not require Stockholder Approval as a condition
to issue. The Conversion Cap shall cease to apply only upon, and to the extent of, Stockholder Approval having been obtained or Nasdaq
confirming that such approval is not required. If BGL wishes to permit conversion of the Series A in excess of the Conversion Cap, it
shall use reasonable endeavours to seek Stockholder Approval at the next annual or special meeting of its stockholders, and pending receipt
of Stockholder Approval (or such confirmation from Nasdaq) the Conversion Cap shall continue to apply in full. For the avoidance of doubt,
the failure to obtain Stockholder Approval shall not affect the validity of the issue of the Series A or the settlement of the Converted
Payables under clause 3.1. |
| 5.4 | Financial viability
exception. Where any delay in securing Stockholder Approval would seriously jeopardise the financial viability of BGL, BGL
may, in lieu of seeking Stockholder Approval, apply to rely on the financial viability exception under Nasdaq Listing Rule 5635(f), subject
to the prior approval of its audit committee (or a committee comprised of independent, disinterested directors) and compliance with the
related shareholder-notice and public-announcement requirements. |
| 5.5 | Endeavours and binding
clause 2. The Parties shall use their respective reasonable endeavours to procure the satisfaction of the conditions in clause
5.1 as soon as reasonably practicable. For the avoidance of doubt, the confirmations and releases in clause 2 are not subject to this
clause 5 and take effect immediately on the date of this Deed. |
| 6.1 | No amendment of existing
agreements. Nothing in this Deed is intended to, or shall be construed so as to, amend the Purchase and Assumption Agreement
or the Royalty Agreement save to the extent expressly set out in this Deed. Save as expressly varied or confirmed by this Deed, the Purchase
and Assumption Agreement and the Royalty Agreement remain in full force and effect. |
| 6.2 | Counterparts. This
Deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all the
counterparts together shall constitute one and the same instrument. |
| 6.3 | Third party rights.
A person who is not a party to this Deed shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce
any of its terms. |
| 6.4 | Governing law and
jurisdiction. This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and
construed in accordance with, the laws of England, and the Parties irrevocably submit to the exclusive jurisdiction of the courts of England. |
IN
WITNESS WHEREOF this Deed has been executed and delivered as a deed on the date first stated above.
EXECUTED
as a DEED by FUTURE GLOBAL RESOURCES LIMITED (in respect of the GSR release and as recipient of the Series A)
| /s/ Kevin Clark |
|
/s/ Rachel Wells |
| Signature of Director |
|
Signature of witness |
| Name: |
Kevin Clark |
|
Name: |
Rachel Wells |
| |
|
Address: |
10 Springbourne Close, Gowerton, Swansea.
SA4 3BB. UK |
| |
|
|
|
| EXECUTED
as a DEED by FGR BOGOSO PRESTEA LTD (in respect of the Royalty release) |
| |
|
|
| /s/ Kevin Clark |
|
/s/ Rachel Wells |
| Signature of Director |
|
Signature of witness |
| Name: |
Kevin Clark |
|
Name: |
Rachel Wells |
| |
|
Address: |
10 Springbourne Close,
Gowerton, Swansea. SA4 3BB. UK |
| |
|
|
| EXECUTED
as a DEED by BLUE GOLD LIMITED (as issuer of the Series A) |
| |
| /s/ Andrew Cavaghan |
|
/s/ Holly Nesbitt-Larking |
| Signature of Director |
|
Signature of witness |
| Name: |
Andrew Cavaghan |
|
Name: |
Holly Nesbitt-Larking |
| |
|
Address: |
18 Fanshawe Street, Hertford, SG14
3AT, UK. |
| |
|
|
| EXECUTED as a DEED
by BLUE GOLD BOGOSO PRESTEA LTD (as released party) |
| |
| |
|
|
| Signature of Director |
|
Signature of witness |
| Name: |
|
|
Name: |
| |
|
Address: |
