[SCHEDULE 13D] Blue Gold Limited SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Management alignment: CEO and affiliates hold a substantial 13 % stake, signalling commitment to the company’s post-merger success.
• Low acquisition cost on BCMP options (US $0.06) implies potential value creation if business plan executes.

Negative

• Ownership concentration: One insider group controls 13 % of voting power, heightening governance and liquidity risk.
• Potential future share overhang: Large insider position could pressure the market if members decide to sell.

Insights

Securities Analyst

TL;DR – CEO group owns 13 % of BGL post-SPAC merger; neutral near-term impact.

The filing formalises insider ownership after the June business combination. Cavaghan’s control of almost one-seventh of outstanding shares signals strong alignment but falls well below a blocking minority. Because the shares were received through conversion rather than open-market buying, the disclosure is largely administrative, not an incremental bullish signal. Free float remains adequate, and no change-of-control clauses are triggered. Overall market impact should be modest, with potential sentiment support from management ‘skin in the game.’

Corporate Governance Specialist

TL;DR – Significant insider concentration raises governance watch-points.

While 13 % ownership fosters alignment, it also grants Cavaghan meaningful influence over shareholder votes, especially in a company with a dispersed register. Investors should monitor related-party transactions, board independence and any future sales that could pressure the share price. Absence of group arrangements mitigates takeover concerns, but governance risk marginally inches higher.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

BLUE GOLD LTD.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G1331C104

(CUSIP Number)

Carla Parsons
94 Solaris Avenue, Camana Bay,, PO Box 1348,
Grand Cayman, E9, KY1-1108
44 (0) 7487 799481

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G1331C104

1

Name of reporting person

Andrew Cavaghan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,352,498.00
8	Shared Voting Power 617,670.00
9	Sole Dispositive Power 3,352,498.00
10	Shared Dispositive Power 617,670.00

11

Aggregate amount beneficially owned by each reporting person

3,970,168.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.0 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Does not include 1,325 shares held by Ms. Elizabeth Cavaghan, Mr. Cavaghan's spouse, over which Mr. Cavaghan does not have voting or investment control. Mr. Cavaghan disclaims beneficial ownership over such shares.

SCHEDULE 13D

CUSIP No. G1331C104

1

Name of reporting person

BCMP Services Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 612,500.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 612,500.00

11

Aggregate amount beneficially owned by each reporting person

612,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Mr. Cavaghan is a 50% shareholder in BCMP Services Limited.

SCHEDULE 13D

CUSIP No. G1331C104

1

Name of reporting person

Pegasus Capital Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,593,430.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,593,430.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,593,430.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Mr. Cavaghan is the sole owner of Pegasus Capital Limited.

SCHEDULE 13D

CUSIP No. G1331C104

1

Name of reporting person

Pegasus Capital Holdings Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,170.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,170.00

11

Aggregate amount beneficially owned by each reporting person

5,170.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Mr. Cavaghan is a 50% shareholder of Pegasus Capital Holdings Limited.

SCHEDULE 13D

CUSIP No. G1331C104

1

Name of reporting person

Ms. Elizabeth Cavaghan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,325.00
8	Shared Voting Power 5,170.00
9	Sole Dispositive Power 1,325.00
10	Shared Dispositive Power 5,170.00

11

Aggregate amount beneficially owned by each reporting person

6,495.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.004 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Ms. Elizabeth Cavaghan is Mr. Cavaghan's spouse and 50% shareholder in Pegasus Capital Holdings Limited.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: BLUE GOLD LTD.
(c)	Address of Issuer's Principal Executive Offices: 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, CAYMAN ISLANDS , KY1-1108.
Item 1 Comment: This Statement relates to the Class A ordinary shares, par value $0.0001 (the "Ordinary Shares") of Blue Gold Ltd., a Cayman Islands exempted company limited by shares (the "Issuer"). The principal executive offices of the Issuer are located at 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, KY1-1108, Cayman Islands.
Item 2.	Identity and Background
(a)	This Statement is being jointly filed by Andrew Cavaghan, Elizabeth Cavaghan, BCMP Services Ltd. ("BCMP Services"), Pegasus Capital Limited ("Pegasus Capital") and Pegasus Capital Holdings Limited ("Pegasus Capital Limited," and, collectively, the "Reporting Persons").
(b)	The business address of the Reporting Persons is 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, KY1-1108, Cayman Islands.
(c)	Mr. Cavaghan, a natural person, is (i) the Chief Executive Officer and member of the board of directors of the Issuer, (ii) a 50% shareholder and director of BCMP, (iii) the sole shareholder of Pegasus Capital and (iv) a 50% shareholder of Pegasus Capital Limited. Ms. Cavaghan, a natural person, is Mr. Cavaghan's spouse. BCMP Services, a private company limited by shares formed under the laws of England and Wales, provides management services to Blue International Holdings group. Blue International Holdings group was co-founded by Mr. Cavaghan to raise and invest in energy and mining projects in sub-Saharan Africa. BCMP Services is 50% owned by Mr. Cavaghan and 50% owned by Mark Green. Mr. Green also serves as a director of BCMP Services. Pegasus Capital, a Cayman Islands exempted company limited by shares, is principally engaged in the business of investing in and holding the securities of the Issuer and other companies. Pegasus Capital Limited, a private company limited by shares formed under the laws of England and Wales, is principally engaged in the business of investing in and holding the securities of the Issuer and other companies. Pegasus Capital Limited is 50% owned by Mr. Cavaghan and 50% owned by Ms. Cavaghan.
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Cavaghan and Ms. Cavaghan are citizens of the United Kingdom. BCMP Services, Pegasus Capital and Pegasus Capital Limited are organized in the jurisdictions set forth in Item 2(c) above.
Item 3.	Source and Amount of Funds or Other Consideration
	On June 25, 2025, the Issuer entered into a business combination (the "Business Combination") pursuant to the Second Amended and Restated Business Combination Agreement, dated as of June 12, 2024, and further amended on November 7, 2024, January 8, 2025, March 28, 2025, April 20, 2025, May 8, 2025 and June 10, 2025, by and among the Issuer, Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares, formerly known as RCF Acquisition Corp. ("Perception Capital"), and Blue Gold Holdings Limited a subsidiary of the Issuer ("BGHL") (the "BCA"). Pursuant to the transactions contemplated by the BCA, Perception merged with and into the Issuer, such that, following the completion of all such transactions, the Issuer became a publicly-reporting company. In connection with the transactions contemplated by the BCA, Blue Perception Capital LLP, a private limited partnership, and the registered owner of the majority of the shares in BGHL as trustee for a trust (the "Trust") established for the benefit of former shareholders of Future Global Resources ("FGR") and shareholders of BGHL, facilitated the exchange of the shares held in such trust for Ordinary Shares of the Issuer. FGR is the former leaseholder of certain mining assets, primarily mining leases, on an exploration stage property in the Ashanti gold belt of Ghana, the Bogoso Prestea gold mine, which is currently leased to BGHL. Each of Mr. Cavaghan, Ms. Cavaghan (a former employee of BCMP Services) and Pegasus Capital received shares in FGR, which were contributed to the Trust and later exchanged for Ordinary Shares in connection with the Business Combination. The share beneficially held by Pegasus Capital Limited were acquired through the acquisition of a loan to a member of the Blue International Holdings group for cash, and subsequent conversion of that loan into shares in FGR. This shareholding entitled Pegasus Capital Limited to a position in the Trust, such the Pegasus Capital Limited' existing shares were exchanged for Ordinary Shares of the Issuer in connection with the Business Combination. BCMP Services acquired Preference shares in Perception using funds generated from providing services to FGR. BCMP Services subsequently issued options to purchase 100% of such shares, which will be transferred to the unaffiliated purchasers of such options upon exercise. Such options were converted into options to purchase Ordinary Shares in connection with the Business Combination. All conditions precedent for exercise have been met, with an exercise price of $0.06 per Ordinary Share in the Issuer.
Item 4.	Purpose of Transaction
	The Reporting Persons purchased the Ordinary Shares for investment purposes. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Ordinary Shares reported herein.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to this Item 5 and the information on the cover page are based on 30,571,764 Ordinary Shares outstanding as of June 25, 2025 as reported in the Issuer's Shell Company Report on Form 20-F filed with the U.S. Securities and Exchange Commission on July 1, 2025. The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. The Reporting Persons may be deemed to have, in the aggregate, beneficial ownership of 3,971,493 Ordinary Shares, which represents approximately 13% of the Issuer's outstanding Common Shares.
(b)	The Reporting Persons may be deemed to have, in the aggregate, beneficial ownership of 3,971,493 Ordinary Shares, which represents approximately 13% of the Issuer's outstanding Common Shares. Andrew Cavaghan has sole voting power over 3,352,498.00 Ordinary Shares; shared voting power over 617,670.00 Ordinary Shares; sole dispositive power over 3,352,498.00 Ordinary Shares and sole dispositive power over 617,670.00 Ordinary Shares. BCMP Services Limited has shared voting and dispositive power over 612,500.00 Ordinary Shares. Pegasus Capital Limited has sole voting and dispositive powers over 2,593,430.00 Ordinary Shares. Pegasus Capital Holdings Limited has shared voting and dispositive power over 5,170.00 Ordinary Shares. Ms. Elizabeth Cavaghan has sole voting and sole dispositive power over 1,325.00 Ordinary Shares and shared voting and dispositive power over 5,170.00 Ordinary Shares. The information provided under Item 2 of this 13D is hereby incorporated by reference into this Item 5.
(c)	The Reporting Persons acquired all of the Ordinary Shares to which this Statement relates in connection with the closing of the Business Combination.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of the Ordinary Shares beneficially held by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Andrew Cavaghan

Signature:	/s/ Andrew Cavaghan
Name/Title:	Andrew Cavaghan
Date:	07/08/2025

BCMP Services Limited

Signature:	/s/ Andrew Cavaghan
Name/Title:	Andrew Cavaghan, Member
Date:	07/08/2025

Pegasus Capital Limited

Signature:	/s/ Andrew Cavaghan
Name/Title:	Andrew Cavaghan, Director
Date:	07/08/2025

Pegasus Capital Holdings Limited

Signature:	/s/ Andrew Cavaghan
Name/Title:	Andrew Cavaghan, Director
Date:	07/08/2025

Ms. Elizabeth Cavaghan

Signature:	/s/ Elizabeth Cavaghan
Name/Title:	Elizabeth Cavaghan
Date:	07/08/2025

FAQ

How many Blue Gold (BGL) shares does CEO Andrew Cavaghan control?

He has sole voting power over 3,352,498 shares and shared power over an additional 617,670 shares.

What percentage of BGL does the Cavaghan insider group own?

The group beneficially owns 13 % of the 30.57 million ordinary shares outstanding.

How were the insider shares in Blue Gold obtained?

They were issued in exchange for interests held through a trust during the 25 June 2025 business combination with Perception Capital.

Does the Schedule 13D indicate plans for further share purchases or sales?

No. The filing states the shares were acquired for investment purposes with no agreements to act in concert or dispose of shares.

Are there contracts or arrangements affecting Blue Gold shares?

The filing specifies no contracts, arrangements or understandings regarding the securities beyond the disclosed ownership.