Welcome to our dedicated page for Blue Gold SEC filings (Ticker: BGL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Blue Gold Limited (Nasdaq: BGL) files reports with the U.S. Securities and Exchange Commission as a foreign private issuer, primarily on Form 20-F and Form 6-K. This SEC filings page allows users to review the company’s regulatory disclosures, which describe its activities as a next-generation gold development and technology company focused on gold-related financial and technology operations and the acquisition and aggregation of high-potential mining assets.
In its Form 6-K filings, Blue Gold has reported a range of material agreements and corporate events. These include a loan agreement that provides for a loan facility intended to fund the restart of the Bogoso and Prestea mine in Ghana, subject to conditions such as resolution of a dispute with the Government of Ghana, and an amendment to that loan agreement. The company has also disclosed a securities purchase agreement involving senior convertible notes and warrants, detailing terms such as maturity, interest rate, conversion price, warrant exercise price, and related covenants and events of default.
Other filings cover the definitive Agreement for the Purchase of the Mampon Gold and Copper Mining Lease in Ghana’s Ashanti Gold Belt, including the structure of consideration in ordinary shares and potential additional share issuance based on volume-weighted average price conditions. Blue Gold has also furnished unaudited condensed consolidated interim financial statements and related management’s discussion and analysis, as well as information about changes in its independent registered public accounting firms.
Through this page, users can access Blue Gold’s SEC submissions, including exhibits such as loan agreements, purchase agreements, notes, warrants, financial statements, and auditor correspondence. Stock Titan’s platform associates these filings with AI-powered tools that summarize key terms, highlight material covenants, and help users quickly understand items such as loan facilities, convertible instruments, mining asset purchase agreements, and auditor changes disclosed by Blue Gold in its official filings.
Blue Gold Limited filed an amended F‑1 for the resale of up to 1,215,299 ordinary shares by the Selling Shareholder. The registration covers 1,000,000 Pre‑Delivery Shares (inclusive of 301,419 Initial Conversion Shares and 129,179 Additional Conversion Shares) and 215,299 shares underlying warrants (150,709 Initial Exercise Shares and 64,590 Additional Exercise Shares).
The company will not receive proceeds from sales by the Selling Shareholder. It may receive approximately
Blue Gold Limited filed a post‑effective amendment to a Form F‑1, registering the issuance of up to 11,500,000 ordinary shares upon exercise of warrants and the resale of up to 15,411,618 ordinary shares by selling shareholders.
The warrants are exercisable at $11.50 per share; the company would receive approximately $132.3 million only if all warrants are exercised for cash. The company will not receive proceeds from sales by the selling shareholders. The filing notes there is no assurance of exercise, and any cashless exercises would reduce cash proceeds.
Ordinary shares outstanding were 31,124,600 as of October 16, 2025, and would be 42,624,600 after full warrant exercise. The ordinary shares trade on Nasdaq as BGL and the warrants as BGLWW; on October 16, 2025, the shares closed at $10.01 and the warrants at $0.550.
Blue Gold Limited filed a Form 6-K to furnish its unaudited condensed consolidated interim financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2025 and 2024. These documents are provided as Exhibits 99.1 and 99.2 and are incorporated by reference. The filing also includes related Inline XBRL data files and a signed statement by Chief Executive Officer Andrew Cavaghan authorizing the submission.
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.
Blue Gold Ltd filed a Form D to notify a private securities offering under Rule 506(b). The offering size is $5,434,783, of which $3,804,348 has been sold and $1,630,435 remains available. The issuer, incorporated in the Cayman Islands in 2023, reports no revenues and indicates a minimum outside-investor subscription of $0. The filing lists one investor to date and states the offering is not connected to any business combination. Offered securities include equity, debt and options/warrants. No sales commissions, finders' fees, or payments to named officers/directors are reported.
Blue Gold Limited executed a sale agreement for the Mampon Gold Mine in Ghana and set share-issuance and commodity-payment mechanics tied to that transaction. The First Tranche Consideration Shares are 750,000 Ordinary Shares unless the 30-day VWAP is below $20 but not below $10, in which case Blue Gold will issue additional Ordinary Shares so that the aggregate value of those shares equals $15 million (calculated by reference to the VWAP). If the VWAP is below $10, the maximum First Tranche issuance is capped at 1,500,000 Ordinary Shares. The filing also records contingent commodity payments: up to $55 per ounce of gold (capped at 6 million ounces) and up to $50 per ton of copper (capped at 4 million tons). The Agreement for the Sale and Purchase of the Mampon Gold Mine is dated September 17, 2025, with an accompanying press release and an officer signature dated September 18, 2025.
Schedule 13G filing for Blue Gold Limited (CUSIP G1331C104) discloses that a group of Resource Capital Funds (RCF) entities, led by RCF VII Sponsor LLC, has acquired and beneficially owns 1,903,125 Class A Ordinary Shares of the issuer, equal to 6.2 % of the outstanding shares as of 25 June 2025 (based on 30,571,764 shares outstanding).
The reporting group consists of four related entities—RCF VII Sponsor LLC (Delaware), Resource Capital Fund VII L.P., Resource Capital Associates VII L.P. and RCFM GP L.L.C. (Delaware). Voting and dispositive power over the full position is held solely by the group; no shared power is reported. Each entity has certified there have been no criminal convictions or civil securities-law judgments in the past five years.
Key structural details
- All shares are held directly by RCF VII Sponsor LLC; upstream control runs through RCF VII, Associates VII and ultimately RCFM GP L.L.C.
- The filing is made pursuant to Rule 13d-1(c) (passive investor >5 % but <20 %).
- No additional persons are reported to have the right to receive or direct the disposition of the shares (Item 6 — not applicable).
- Certification under Item 10 affirms the accuracy of the information; signatures dated 09 July 2025 by Mason Hills (General Counsel) on behalf of each entity.
Investor takeaways
- An institutional resource-sector specialist has taken a meaningful minority stake, signalling confidence in Blue Gold Limited’s prospects.
- The 6.2 % position does not confer control but could still influence governance matters given the company’s relatively small free float.
- No indication of intent to seek control or to engage in activist activity; the filing remains passive (Schedule 13G versus 13D).
Blue Gold Ltd. (BGL) – Schedule 13D filing dated 8 July 2025
The filing consolidates the equity positions of CEO Andrew Cavaghan, his spouse, and three affiliated entities—BCMP Services Ltd., Pegasus Capital Ltd. and Pegasus Capital Holdings Ltd.—revealing aggregate beneficial ownership of 3,971,493 ordinary shares, or 13 % of BGL’s 30,571,764 shares outstanding.
Ownership breakdown
- Cavaghan (direct): 3,352,498 shares (11.0 %); shared power over 617,670 shares.
- BCMP Services Ltd.: 612,500 shares (2.0 %) with shared voting/dispositive power.
- Pegasus Capital Ltd.: 2,593,430 shares (8.5 %) under sole control of Cavaghan.
- Pegasus Capital Holdings Ltd.: 5,170 shares (0.2 %) jointly owned by Andrew & Elizabeth Cavaghan.
- Elizabeth Cavaghan (direct): 1,325 shares with additional shared power over 5,170 shares.
How the shares were obtained: The interests stem from the 25 June 2025 business combination between Blue Gold, Perception Capital Corp IV and Blue Gold Holdings Ltd. Shares previously held indirectly through a trust linked to Future Global Resources were exchanged for BGL ordinary shares at closing. BCMP’s position originated from preference shares in Perception that converted at a $0.06 exercise price.
Purpose of transaction: Purely investment. The reporting persons state no agreements to act in concert regarding voting or disposition, and no additional contracts or arrangements exist.
Implications for investors: The disclosure confirms that BGL’s CEO retains a significant personal and affiliated stake, aligning management with shareholders but also concentrating 13 % of voting power in one insider group. No intention to acquire additional shares or effect strategic changes was communicated, suggesting a neutral immediate impact on capital structure or control.