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Blue Gold Limited filed a post-effective amendment registering up to 33,887,255 Class A ordinary shares for resale by a selling shareholder.
The prospectus covers resale of the "VWAP Purchase Shares" issuable under an Ordinary Share SPA for an aggregate purchase price of up to $73.5 million. The company states it will not receive proceeds from resale by the Selling Shareholder and will bear registration costs. The filing shows 40,837,773 Class A ordinary shares outstanding as of May 19, 2026 and a post-offering outstanding figure of 74,725,028 shares including the VWAP Purchase Shares. The Class A ordinary shares trade on Nasdaq under the symbol BGL; the filing cites a closing price of $0.93 per share on May 19, 2026.
Blue Gold Limited reported a Cayman Islands court ruling on preliminary issues in ongoing shareholder litigation linked to its 2025 business combination with Perception Capital Corp. IV. The Court held that the plaintiffs’ Class A ordinary shares are Unrestricted Shares under the Articles and that the plaintiffs and their affiliates form a majority of the shareholder class whose consent is required to amend certain rights.
The Court concluded that the proposed amendments to the Articles cannot be implemented at this stage and that the Company cannot proceed to a vote at the extraordinary general meeting on the relevant resolution until valid consent from a majority of this class is obtained. The existing interim injunction blocking any such EGM remains in place until trial or further order, while the plaintiffs must provide fortification of their undertakings as to damages. Substantive issues, including damages claims and the Company’s counterclaim for rectification of its share register, will be decided at trial, and Blue Gold is considering options including appeal or a stay.
Blue Gold Limited registers the resale of up to 10,164,302 Class A ordinary shares for a selling shareholder (3i), combining 51,862 shares remaining from a prior registration with 10,112,440 additional shares tied to amended convertible notes and related instruments. The filing is a Form F-1 prospectus for a secondary resale offering and updates prior registration No. 333-290528.
The prospectus also discloses recent financing and capital actions: exchange agreements that converted $2,820,749 of indebtedness into ordinary shares, a new $4,000,000 drawdown facility maturing May 5, 2027 with a $1.00 per-share mandatory conversion feature, and a dilutive issuance notice to 3i that may reduce convertible-note conversion prices per anti-dilution mechanics. The company states it will receive no proceeds from the selling shareholder resale and reports a 2025 net loss of $21,909,914 and cash of $679,442 as of December 31, 2025.
Blue Gold Limited converted existing debt into equity and arranged new financing. On May 5, 2026, it exchanged $2,042,132 of indebtedness for 2,042,132 Class A ordinary shares and $778,617 for 778,617 shares, using a Section 3(a)(9) exemption with no commissions.
The company also agreed to file resale registration statements for these shares within 60 days. Concurrently, it entered a new drawdown facility of up to $4,000,000 at 10% annual interest, maturing May 5, 2027, with a lender option to convert amounts into Class A shares at $1.00 per share.
Blue Gold issued a dilutive issuance notice to 3i, LP, triggering anti-dilution adjustments on existing senior convertible notes so their conversion price becomes the lower of 93% of the three‑day VWAP (but not below $0.50) or $1.00, as adjusted for corporate actions.
Blue Gold Ltd executive Gomes Gustavo, the company’s COO & EVP Mining, has filed an initial Form 3 as an officer of the company. This filing reports his status as an insider but does not list any specific shareholdings or recent transactions in Blue Gold Ltd securities.
Blue Gold Ltd filed an initial ownership report for its Chief Legal Officer. The Form 3 identifies Daniel Driscoll as an officer of Blue Gold Ltd in the role of Chief Legal Officer. The filing does not report any stock or option transactions and serves only to establish his status as an insider for future ownership and trading disclosures.
Blue Gold Limited filed its annual Form 20-F, outlining a June 2025 business combination that left it listed on Nasdaq under “BGL” and “BGLWW.” As of December 31, 2025, it had 34,677,492 Class A shares, 11,500,000 public warrants and 215,299 private warrants outstanding.
The report highlights a going concern warning: a 2025 operating loss of about $16.4 million, negative operating cash flow of about $10.6 million, cash of about $0.7 million and a net working capital deficit of about $12.3 million. Management states current plans do not alleviate substantial doubt about continuing as a going concern.
Key risks include halted operations at the Bogoso Prestea Mine in Ghana due to a lease termination dispute and interim management committee, ongoing shareholder litigation, dependence on a $25 million advance payment facility for mine development, exposure to volatile gold prices, and execution risk around launching a gold-backed digital token, the Standard Gold Coin, and its digital interface.
Blue Gold Limited has overhauled CEO Andrew Cavaghan’s pay, replacing cash with equity. The board approved an amended employment agreement and granted a total of 2,447,500 Class A ordinary shares under the 2025 Equity Incentive Plan, in lieu of previously approved cash and stock-based compensation.
The package includes 2,290,000 restricted shares with time-based and performance-based vesting and 157,500 unrestricted shares for past service. Cavaghan’s cash compensation is reduced to $1 per year, effective retroactively from January 1, 2026. A related press release highlights that he is forgoing about $2.25 million in annual cash and incentive pay for a long-term equity package with a current value of less than $3 million, largely tied to multi-year vesting and share price appreciation targets through December 31, 2029.
Blue Gold Ltd’s CEO Andrew Cavaghan and related entities report beneficial ownership of 6,431,729 Class A ordinary shares, or about 16.9% of the 38,017,024 shares outstanding. This amendment updates their holdings and explains new equity compensation.
On April 2, 2026, Cavaghan’s cash salary was cut to $1 per year, retroactive to January 1, 2026, in exchange for a large stock grant. He received 157,500 unrestricted, fully vested Class A shares plus 2,290,000 restricted shares. Portions vest daily from 2026–2029, while 600,000 shares vest only if the share price averages at least $15 and 800,000 shares vest only if it averages at least $35 over specified 60‑day trading periods. The reporting persons expressly disclaim beneficial ownership of shares they do not directly control.
Cavaghan Andrew reported acquisition or exercise transactions in this Form 4 filing.
Blue Gold Ltd CEO and director Cavaghan Andrew reported equity compensation awards in Class A ordinary shares. On April 2, 2026, he received three grants: 157,500 fully vested shares, 890,000 time-based restricted shares, and 1,400,000 performance-based restricted shares, all at $0.00 per share.
The time-based restricted shares vest daily across financial years 2026–2029, while the performance-based awards vest in tranches tied to volume-weighted average price hurdles of $15 and $35. The filing also lists additional direct and indirect holdings through entities such as Pegasus Capital Limited, Pegasus Capital Holdings Limited, Blue Gold Holdings Limited, and his spouse.