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 November 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 ☐
Entry into a Material Definitive Agreement.
As previously disclosed, on August 29, 2025, Blue
Gold Limited (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the
buyer signatory thereto (the “Buyer”), pursuant to which the Company sold, and the Buyer purchased, for an aggregate purchase
price of $5,000,000: (i) an aggregate principal amount of up to $5,434,783 in Senior Convertible Notes, convertible into Class A ordinary
shares of the Company, par value $0.0001 per share (“Ordinary Shares”), and (ii) warrants to purchase up to 215,299 Ordinary
Shares.
On November 12, 2025 (the “Second Closing”),
the Company issued and sold to the Buyer, for an aggregate purchase price of $1,500,000: (i) a Senior Convertible Note (the “Note”)
in the principal amount of $1,630,435 (the “Principal Amount”), and (ii) warrants to purchase up to 64,590 Ordinary Shares
(the “Warrants”).
Description of the Secured Convertible Note
The Note issued in the principal amount of $1,630,435
matures on November 12, 2026. The Notes are convertible into Ordinary Shares (such shares, the “Note Shares”) at an initial
conversion price per share of $13.51, subject to adjustment as provided therein. The Notes shall bear interest at the rate of 7% per annum,
except upon the occurrence of an event of default, in which case the Notes shall bear interest at a rate of 12% per annum of the then-outstanding
principal amount.
The Note also contains certain negative covenants,
including prohibitions on the incurrence of indebtedness, liens, restrictions on redemption and cash dividends, restrictions on the transfer
of assets and changes in the nature of business. The Note contains standard and customary events of default including, but not limited
to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the Note, existence of an invalidity
or unenforceability under any of the Transaction Documents (as defined in the Note), the bankruptcy or insolvency of the Company or any
of its subsidiaries and unsatisfied judgments against the Company.
Description of the Warrants
The Warrants are exercisable for up to an aggregate
of 64,590 Ordinary Shares (the “Warrant Shares”) at a price of $16.88 per share (the “Warrant Exercise Price”).
The Warrants may be exercised during the period commencing November 12, 2025 and ending November 12, 2030. The Warrant Exercise Price
is subject to customary adjustments for stock dividends, stock splits, issuances of additional Ordinary Shares and the like.
Pursuant to the terms of the Note and the Warrants,
the Company shall not effect a conversion of any portion of the Note or an exercise of the Warrants, to the extent that after giving effect
to such conversion or exercise, as applicable, the Buyer would beneficially own in excess of 4.99% (or, at the option of the Buyer, 9.99%)
of the Ordinary Shares outstanding immediately after giving effect to such conversion.
The Note, the Note Shares, the Warrants and the
Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and the Note and
Warrants were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and
Rule 506(b) of Regulation D promulgated thereunder. The Note, the Note Shares, the Warrants and the Warrant Shares may not be offered
or sold in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.
The foregoing summary of the Note and the Warrants
does not purport to be complete and is qualified in its entirety by reference to the Note and the Warrants, the forms of which are filed
with this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) as Exhibit 4.1 and 4.2, respectively, and are incorporated
herein by reference.
Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Senior Convertible Note |
| 4.2 |
|
Form of Warrant |
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: November 13, 2025 |
By: |
/s/ Andrew Cavaghan |
| |
Name: |
Andrew Cavaghan |
| |
Title: |
Chief Executive Officer |
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