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 reports as a foreign private issuer, and its Form 6-K filings document material events, financing agreements and changes to its capital structure. The filings cover drawdown loan facilities, amendments to loan and securities purchase agreements, convertible notes, warrants, exchanges of indebtedness for Class A ordinary shares, and commitments to register issued shares for resale.
Governance filings include extraordinary general meeting materials and voting results for the 2025 Equity Incentive Plan and amendments to the company's amended and restated articles of association. Other reports document executive-compensation arrangements, equity grants under the incentive plan, and exhibits to material agreements furnished under Exchange Act reporting rules.
Blue Gold Limited files a prospectus supplement covering the resale of up to 34,473,089 ordinary shares by Tumim Stone Capital under an existing $75 million Ordinary Share Purchase Agreement. The company will not receive proceeds from these shareholder resales, though it may still issue shares to Tumim under the agreement.
The supplement also describes an Omnibus Amendment with investor 3i that fixes the conversion price of existing senior convertible notes at $3.00 through February 15, 2026, then moves to a VWAP-based formula with a $0.50 floor and $10.00 cap. Warrant exercise prices held by 3i are reset to $0.01, and Blue Gold issues 3i a new $1,630,435 senior convertible note and a new warrant for 64,590 Class A ordinary shares, both subject to a 4.99% (or 9.99% at 3i’s option) beneficial ownership cap.
Blue Gold Limited has filed a prospectus supplement for a secondary offering of up to 1,215,299 ordinary shares to be sold from time to time by 3i, LP as the selling shareholder. These shares include up to 1,000,000 Pre-Delivery Shares, which are inclusive of shares issuable upon conversion of senior convertible notes, and additional shares issuable upon exercise of warrants whose exercise price has been amended to $0.01 per share. The company will not receive any proceeds from resales by 3i, though it previously received $1,500,000 from the sale of an additional senior convertible note with a principal amount of $1,630,435 and 64,590 additional warrants.
An Omnibus Amendment with 3i fixes the note conversion price at $3.00 through February 15, 2026, and thereafter sets it at the lower of 93% of the lowest three-day VWAP (with a $0.50 floor) or $10.00. It also limits 3i’s daily share disposals and reduces warrant exercise prices to $0.01. A new January Note of $1,630,435 and a January Warrant for 64,590 shares were issued, both subject to a beneficial ownership cap of 4.99% or, at 3i’s option, 9.99% of outstanding Class A ordinary shares.
Blue Gold Limited has renegotiated its existing financing with a key investor and issued a new convertible note and warrant. An omnibus amendment updates the 2025 securities purchase agreement, two senior convertible notes with original principal of $3,804,348 and $1,630,435, and related warrants for 150,709 and 64,590 Class A ordinary shares.
The investor’s daily share sales are now limited to the greater of 10% of trading volume or $10,000 per day through February 15, 2026, and $40,000 per day after that. The notes’ conversion price is fixed at $3.00 until February 15, 2026, then becomes the lower of 93% of the lowest three-day VWAP (with a $0.50 floor) and $10.00. Installment payments after January 1, 2026 are largely eliminated, the event-of-default and redemption terms are clarified, and the existing warrant exercise prices are cut to $0.01.
At the same time, the company issued a new senior convertible note with $1,630,435 principal, maturing January 23, 2027, and a new warrant for 64,590 shares at a $0.01 exercise price. Conversions and exercises are capped so the investor cannot exceed 4.99% ownership, or 9.99% at its option. These securities were placed privately under a Regulation D exemption.
Blue Gold Limited has entered into a new loan facility to provide additional funding flexibility. On January 10, 2026, the company signed a Facility Agreement with Kaela Ritchie that offers a drawdown loan facility of up to $2,000,000. The company can draw funds for six months, with a maximum aggregate drawdown of $500,000 per week, allowing it to access cash in stages as needed.
Interest accrues at 10% per year only on amounts actually drawn, calculated on a 365-day year basis. The facility matures on January 9, 2027, when any outstanding balance and interest must be repaid. Blue Gold Limited may repay the loan early at any time before maturity without any premium or penalty, giving it flexibility to reduce debt if cash becomes available.
Blue Gold Limited reported that it entered into an amendment to its existing loan agreement with City First Capital Pty Ltd. The amendment, which is effective November 17, 2025, modifies a loan agreement originally dated November 4, 2025. The earlier agreement had already been made available through a prior report, and the company is now furnishing the full text of the new amendment as an exhibit so investors can review the updated loan terms in detail.
Blue Gold Limited entered a second closing under a prior securities purchase agreement. The company issued a Senior Convertible Note with a principal amount of $1,630,435 and warrants for up to 64,590 Class A ordinary shares, for aggregate proceeds of $1,500,000.
The note bears 7% annual interest, rising to 12% upon an event of default, and matures on November 12, 2026. It is initially convertible at $13.51 per share. The warrants are exercisable at $16.88 per share from November 12, 2025 through November 12, 2030. Conversions and exercises are subject to a beneficial ownership cap of 4.99% (or, at the holder’s option, 9.99%) of outstanding shares immediately after the transaction.
The note includes customary negative covenants and standard events of default. The securities were issued in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D.
Blue Gold Limited entered a Loan Agreement with City First Capital Pty Ltd for an aggregate principal amount of AUD$100 million, available in full after certain conditions precedent are satisfied, including evidence of resolution of the dispute over the Bogoso and Prestea mining lease with the Government of Ghana. The company states the Loan will be used exclusively to restart the Bogoso and Prestea mine, including associated working capital costs.
The Loan matures on November 3, 2029 and carries a 24% per annum interest rate or AUD$6,000,000, with interest payable quarterly. Blue Gold may prepay in whole or in part, subject to a termination fee equal to six months’ interest, payable on a quarterly interest date.
The company agreed to pay a USD$1 million establishment fee to the lender, to be settled in Class A ordinary shares based on the VWAP of the trading day prior to drawdown or cancellation. The agreement includes customary affirmative and restrictive covenants and provides that, upon an event of default, the lender may accelerate all obligations.
Blue Gold Limited filed an amended F-1 for the resale of up to 34,473,089 ordinary shares by Tumim Stone Capital under an Ordinary Share Purchase Agreement. The facility allows Blue Gold, at its option, to sell newly issued shares for up to $75 million at a price equal to 0.97 times the lowest daily VWAP during the applicable period. The registered shares include 69,419 Commitment Shares and up to 34,403,670 VWAP Purchase Shares for resale.
Blue Gold will not receive proceeds from sales by the selling shareholder; it may receive proceeds when it issues VWAP Purchase Shares under the agreement. Ordinary shares outstanding were 31,124,600 as of October 16, 2025; the table shows 65,528,270 after full issuance. The company notes recent price volatility (ordinary shares $10.01 close on October 16, 2025). Blue Gold is an emerging growth company and foreign private issuer, and as of June 30, 2025 had not generated revenue. The prospectus highlights risks including liquidity needs and the ongoing Ghana mining lease dispute and arbitration.
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 $3.6 million if all warrants are exercised for cash and up to $1,500,000 from the sale and issuance of an additional senior convertible note and additional warrants, as described. The senior convertible notes are convertible at $13.51 per share, and the warrants are exercisable at $16.88 per share. Ordinary shares outstanding were 31,124,600 as of October 16, 2025. The shares trade on Nasdaq as BGL, and the warrants trade as BGLWW.
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.