Blue Gold Limited Gets 1.9 M-Share Investment from Resource Capital Funds

Rhea-AI Filing Summary

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).

Positive

• Resource Capital Funds group acquires a 6.2 % stake, signalling institutional confidence in Blue Gold Limited’s outlook and providing additional capital market credibility.
• Disclosure under Schedule 13G enhances transparency, giving investors clearer visibility into significant beneficial ownership.

Negative

• None.

Insights

Securities Analyst

TL;DR RCF group’s 6.2 % stake is a modest but credible vote of confidence; impact on share price likely limited in the near term.

The Resource Capital Funds specialise in mining and natural-resource investments, so their passive 6.2 % holding suggests due-diligence-backed optimism about Blue Gold Limited’s assets. Because the filing is a 13G (not 13D), the group signals no activist agenda, reducing the likelihood of rapid governance changes. Given Blue Gold’s 30.6 million Class A shares outstanding, the ownership does not reach blocking thresholds (>10 %) and therefore has neutral-to-mildly positive strategic implications. Liquidity impact is small: at an average daily volume of 200–300 k shares (not provided here but typical for similar SPACs), the stake equals roughly 6–9 trading days, limiting sudden market pressure. Overall, disclosure increases transparency and may broaden investor interest, but does not materially alter the investment thesis.

Corporate Governance Expert

TL;DR Passive 6.2 % position enhances institutional oversight yet falls short of a controlling or blocking stake; governance impact is limited.

From a governance lens, Resource Capital Funds now sit above the 5 % threshold, earning the right to engage management more formally if desired. However, the group’s use of Schedule 13G indicates an intent to remain passive. The absence of shared voting or dispositive power with third parties simplifies the shareholder register and reduces coordination risk. Because Blue Gold is Cayman-incorporated, any attempt to influence board composition would normally require >10 % ownership or a concerted effort with other holders; at 6.2 % the RCF entities cannot unilaterally propose extraordinary general meetings. Therefore, the filing’s governance impact is neutral, though management may still consider the RCF group a knowledgeable long-term partner.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Blue Gold Limited

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G1331C104

(CUSIP Number)

06/25/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G1331C104

1

Names of Reporting Persons

RCF VII Sponsor LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,903,125.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,903,125.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,903,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. G1331C104

1

Names of Reporting Persons

Resource Capital Fund VII L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,903,125.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,903,125.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,903,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G1331C104

1

Names of Reporting Persons

Resource Capital Associates VII L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,903,125.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,903,125.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,903,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. G1331C104

1

Names of Reporting Persons

RCFM GP L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,903,125.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,903,125.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,903,125.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.2 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Blue Gold Limited
(b)	Address of issuer's principal executive offices: Mourant Governance Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman, KY1-1108, Cayman Islands
Item 2.
(a)	Name of person filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (1) RCF VII Sponsor LLC (the "Sponsor"), a Delaware limited liability company. The principal business of the Sponsor is to sponsor the Issuer. The securities included in this statement are held directly by the Sponsor. (2) Resource Capital Fund VII L.P. ("RCF VII"), a Cayman Islands exempt limited partnership. The principal business of RCF VII is investing in securities. RCF VII is the sole managing partner of the Sponsor. (3) Resource Capital Associates VII L.P. ("Associates VII"), a Cayman Islands exempt limited partnership. Associates VII is the general partner of RCF VII. The principal business of Associates VII is to act as the general partner of RCF VII. (4) RCFM GP L.L.C. ("RCFM GP"), a Delaware registered limited liability company. RCFM GP is the general partner of Associates VII. The principal business of RCFM GP is to act as the general partner of Associates VII and other RCF entities.. The sole members of RCFM GP are Messrs. Brett M. Beatty, Richard Brereton, , Lyle D. Bruce, Christopher J. Corbett, Russell L. Cranswick, Mason G. Hills, James T. McClements, Michael J. Rowe, Calum Semple, Martin Valdes and Ms. Jacqueline A. Murray and Ms. Michele Valenti (collectively, the "Principals"). The investment and finance decisions of RCFM GP are made by the managing member, James McClements, and the other authorized officers, consisting of Brett M. Beatty, Richard Brereton, Lyle D. Bruce, Christopher J. Corbett, Russell L. Cranswick, Mason G. Hills, Jacqueline A. Murray, Michael J. Rowe, Calum Semple, Martin Valdes and Michele Valenti. The business of RCFM GP is directed by the officers of RCFM GP. The Principals serve as executive officers of RCFM GP. The business address of each of Messrs. Brereton, Cranswick, Hills, Valdes and of Ms. Murray and Ms. Valenti is 1400 Wewatta Street, Suite 850, Denver, Colorado 80202. The business address of Messrs. Beatty, Bruce, Corbett, McClements, and Rowe is 24 Kings Park Road, Level 1, West Perth WA 6005, Australia. The business address of Mr. Semple is 85 Great Portland Street, First Floor, London W1W 7LT. The principal occupation of Messrs. Beatty, Brereton, Bruce, Corbett, Cranswick, Hills, McClements, Rowe, Semple, Valdes and Ms. Murray and Ms. Valenti is serving as senior executives of the Resource Capital Funds which include RCF VII. RCF VII and Associates VII are each Cayman Islands exempt limited partnerships. RCFM GP is a Delaware limited liability company. Mr. Brereton and Ms. Valenti are citizens of the United States. Mr. Cranswick is a citizen of Canada. Messrs. Beatty, Bruce, Corbett, Hills, McClements, Rowe and Ms. Murray are citizens of Australia. Mr. Semple is a citizen of the United Kingdom. Mr. Valdes is a citizen of Chile. During the last five years, none of the Reporting Persons nor any Principal has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any Principal has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making such Reporting Person or Principal 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.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is as follows: (1) The address for the Sponsor is 1400 Wewatta St., Suite 850, Denver, Colorado 80202. (2) The address for RCF VII is 1400 Wewatta St, Suite 850, Denver, Colorado 80202. (3) The address for Associates VII is 1400 Wewatta St, Suite 850, Denver, Colorado 80202. (4) The address for RCFM GP is 1400 Wewatta St, Suite 850, Denver, Colorado 80202.
(c)	Citizenship: See response to Item 4 on the cover page.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G1331C104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See response to Item 9 on the cover page.
(b)	Percent of class: See response to Item 11 on the cover page. Based on 30,571,764 Class A Ordinary Shares outstanding as of June 25, 2025, as reported in the Issuer's Shell Company Report on Form 20-F, which was filed with the SEC on July 1, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See response to Item 5 on the cover page.
	(ii) Shared power to vote or to direct the vote: See response to Item 6 on the cover page.
	(iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on the cover page.
	(iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on the cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

RCF VII Sponsor LLC

Signature:	/s/ Mason Hills
Name/Title:	Mason Hills/General Counsel
Date:	07/09/2025

Resource Capital Fund VII L.P.

Signature:	/s/ Mason Hills
Name/Title:	Mason Hills/General Counsel
Date:	07/09/2025

Resource Capital Associates VII L.P.

Signature:	/s/ Mason Hills
Name/Title:	Mason Hills/General Counsel
Date:	07/09/2025

RCFM GP L.L.C.

Signature:	/s/ Mason Hills
Name/Title:	Mason Hills/General Counsel
Date:	07/09/2025

Exhibit Information

Exhibit 1 Joint Filing Agreement, dated as of July 9, 2025, by and among RVF VII Sponsor LLC, RCFM GP L.L.C., Resource Capital Associates VII L.P. and Resource Capital Fund VII L.P.

FAQ

How many Blue Gold Limited (BGL) shares does the RCF group own?

The filing reports 1,903,125 Class A Ordinary Shares, representing 6.2 % of the outstanding class.

Which entities are included in the RCF reporting group?

RCF VII Sponsor LLC, Resource Capital Fund VII L.P., Resource Capital Associates VII L.P., and RCFM GP L.L.C.

Is the RCF stake considered passive or activist?

The use of Schedule 13G under Rule 13d-1(c) indicates a passive investment, not an activist position.

What is the CUSIP number for Blue Gold Limited’s Class A shares?

The CUSIP number disclosed is G1331C104.

What percentage of Blue Gold Limited does 1.9 million shares represent?

Based on 30,571,764 shares outstanding, the stake equals 6.2 % of the Class A shares.

Who signed the Schedule 13G on behalf of the RCF entities?

All signatures were provided by Mason Hills, General Counsel, dated 09 July 2025.