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Blue Gold Limited is updating its prospectus for a secondary offering covering up to 32,157,957 Class A ordinary shares that may be resold from time to time by Tumim Stone Capital LLC under an Ordinary Share Purchase Agreement. These shares, called VWAP Purchase Shares, correspond to up to $73.0 million of potential share purchases by Tumim; Blue Gold will not receive proceeds from Tumim’s resale of the shares, though it may receive cash when it sells shares to Tumim under the agreement.
The Ordinary Share SPA allows Blue Gold, at its option, to issue shares based on a discount to the Class A share VWAP, subject to volume and dollar caps that can reach up to $2,000,000 for one-day and $3,000,000 for three-day VWAP periods. The company has already issued 69,419 commitment shares and a further 2,245,713 shares under the SPA. Blue Gold’s Class A shares trade on Nasdaq as “BGL” and closed at $0.21 on July 29, 2026; the price has ranged between $0.20 and $133.00 since listing.
Nasdaq has notified Blue Gold that its shares no longer meet the $1.00 minimum bid price and $50 million Market Value of Listed Securities requirements. The company has until December 28, 2026 to regain compliance, potentially using measures including a reverse stock split, while its securities continue to trade on Nasdaq during the grace period.
Blue Gold Limited files a prospectus supplement for a mixed shelf registration tied to its prior Form F-1. The primary component covers up to 11,500,000 Class A ordinary shares issuable upon exercise of an equal number of warrants at $11.50 per share, which could generate about $132.3 million in cash if fully exercised for cash. A secondary component registers up to 7,896,565 Class A ordinary shares for resale by selling shareholders, from which the company will receive no proceeds. All 11,500,000 warrants remain outstanding. The company notes that warrant exercises are unlikely when its share price is below the strike; on July 29, 2026, the stock closed at $0.21 and the warrants at $0.05, after an extremely volatile trading history.
Separately, Blue Gold reports Nasdaq deficiency notices because its share price has been below $1.00 and its Market Value of Listed Securities below $50 million for 30 consecutive business days. The company has until December 28, 2026 to regain compliance, potentially including a reverse stock split, while its shares and warrants continue trading on Nasdaq.
Blue Gold Limited is updating a mixed securities offering and outlining balance sheet moves tied to Nasdaq compliance. The supplement covers a primary offering of up to 11,500,000 Class A ordinary shares issuable upon exercise of outstanding warrants at $11.50 per share, and a secondary offering of up to 7,896,565 Class A ordinary shares for resale by selling shareholders. Blue Gold would receive up to $132.3 million only if all warrants are exercised for cash, but notes its share price was $0.21 on July 29, 2026 and that it does not expect to rely on warrant exercises to fund operations.
Separately, a Deed of Settlement and Conversion converts $3,617,176 of payables and assigns a $3.5 million environmental deposit in exchange for 7,117 shares of Series A Perpetual Convertible Preferred Stock, each convertible into 1,000 common shares, subject to a 19.99% Conversion Cap unless shareholders approve more. These transactions, along with other balance sheet optimization steps, are expected to increase shareholders’ equity by about $30 million and support regaining Nasdaq continued listing compliance, alongside a planned reverse share split and an intended transfer from the Nasdaq Global Market to the Nasdaq Capital Market.
Blue Gold Limited is registering for resale up to 32,157,957 Class A ordinary shares issuable under an Ordinary Share Purchase Agreement with Tumim Stone Capital LLC, tied to an equity line for up to $73.0 million. These shares, including previously issued VWAP Purchase Shares, may be sold from time to time by Tumim Stone as the selling shareholder, and Blue Gold will not receive proceeds from these resales, though it has received and may continue to receive cash from primary issuances under the agreement.
Pricing of VWAP Purchase Shares is based on discounts to market VWAP over one- or three-day valuation periods, with daily purchase caps linked to trading volume and dollar limits of $2,000,000 or $3,000,000. The company has already issued 69,419 commitment shares and 2,245,713 additional shares under the SPA. Its Class A shares trade on Nasdaq at $0.21 with a history of extreme volatility.
Blue Gold has received a Nasdaq notice that its Market Value of Publicly Held Shares has fallen below the $15,000,000 minimum, triggering a 180-day compliance period until January 20, 2027 to regain compliance or potentially face delisting, though shares continue trading under the BGL symbol and the company may seek transfer to the Nasdaq Capital Market.
Blue Gold Limited filed a prospectus supplement covering the secondary resale of up to 32,157,957 Class A ordinary shares issuable under its Ordinary Share Purchase Agreement with Tumim Stone Capital LLC for up to $73.0 million. These shares are being offered by the selling shareholder, and Blue Gold will not receive proceeds from their resale, though it may raise capital when issuing shares to Tumim under the agreement, which permits issuance of up to $75 million of Class A ordinary shares using VWAP-based pricing with dollar and volume caps per purchase.
The company reports extreme share-price volatility since listing, with Class A ordinary shares trading between $0.20 and $133.00 and volumes between 30,900 and 29,059,500 shares. Shareholders approved authorizations for a reverse stock split at a ratio between 1:2 and 1:200 and related charter amendments, and re-elected a Class I director.
Blue Gold Limited reports that Nasdaq’s Listing Qualifications staff notified the company that it no longer meets the minimum Market Value of Publicly Held Shares (MVPHS) requirement for continued listing. Nasdaq requires an MVPHS of $15,000,000, and Blue Gold’s MVPHS was below this level for 30 consecutive business days from June 10 to July 23, 2026.
Blue Gold has a 180‑day compliance period, until January 20, 2027, to regain compliance by having its MVPHS at or above $15,000,000 for at least 10 consecutive business days; Nasdaq may extend this to 20 days at its discretion. The notice does not immediately affect the listing or trading of the company’s Class A ordinary shares, which continue to trade under “BGL”. The company plans to monitor its MVPHS and consider options such as actions to increase market value or applying to transfer its listing to the Nasdaq Capital Market, and states that its business operations are not affected by the notification.
Blue Gold Limited shareholders approved key governance measures at extraordinary and annual meetings held on July 24, 2026. At the Extraordinary General Meeting, 25,123,131 votes, representing approximately 58.019% of votes exercisable as of July 7, 2026, were represented in person or by proxy.
Shareholders authorized a reverse stock split of all authorized shares at a ratio of not less than 1:2 and not more than 1:200, with the Board empowered to select the final ratio and implement it at any time before the first anniversary of the meeting. Related amendments to the Memorandum and Articles of Association were also approved. At the Annual General Meeting, with 21,977,873 votes present (53.818% of exercisable votes as of May 27, 2026), shareholders re-elected Candice Beaumont as a Class I director to serve until the 2029 annual general meeting or earlier in accordance with the articles. The company states that the authorization provides the Board with flexibility as it executes its strategy and seeks to maintain its Nasdaq listing.
Blue Gold Limited has called an extraordinary general meeting for July 24, 2026 to seek shareholder approval to authorize a reverse stock split of all authorized shares at a ratio between 1-for-2 and 1-for-200, with the board empowered to choose the exact ratio and timing within one year.
A second proposal would amend and restate the Memorandum and Articles of Association to align share capital, par value and authorized share counts with the chosen ratio. The company cites Nasdaq’s US$1.00 minimum bid-price requirement and a potential 180-day compliance period as the main reason for requesting this flexibility.
Blue Gold Limited reports that its 2026 annual general meeting of shareholders, originally scheduled for 10:00 a.m. Eastern Time on July 13, 2026, has been postponed because the directors determined that insufficient proxy votes were received to establish a quorum. The meeting has been rescheduled for 11:00 a.m. Eastern Time on July 24, 2026.
A notice of postponement has been posted on the company’s website in accordance with Cayman law. Any advance votes or abstentions submitted via the internet under the prior notice will be counted at the postponed meeting unless changed or withdrawn beforehand using the same procedures.
Blue Gold Limited outlines steps to regain compliance with Nasdaq listing rules and strengthen its balance sheet. The company expects a series of balance sheet optimization transactions to improve shareholders’ equity by approximately $30 million, supporting the equity requirement for continued listing.
Under a Deed of Settlement and Conversion, $3,617,176 of payables from Blue Gold Bogoso Prestea Ltd to FGR will be settled through 3,617 shares of Series A Perpetual Convertible Preferred Stock issued to Future Global Resources Limited. A $3,500,000 CalBank deposit will be assigned to Blue Gold Bogoso Prestea Ltd, with 3,500 additional Series A shares issued as consideration.
Each Series A share is convertible into 1,000 non‑voting common shares, subject to a 19.99% Conversion Cap tied to pre‑issuance common shares, with higher conversion requiring Stockholder Approval. An extraordinary general meeting on July 24, 2026 will seek authority for a reverse share split, and, once compliant, the company plans to move its listings from the Nasdaq Global Market to the Nasdaq Capital Market.