Blue Gold (NASDAQ: BGLWW) details auditor change, going concern note

Rhea-AI Filing Summary

Blue Gold Limited reports a change in its independent auditor following the acquisition of its prior firm, PKF Texas, by Withum Smith+Brown. PKF Texas informed Blue Gold on August 2, 2025 that it could no longer serve as auditor, and on August 3, 2025 Blue Gold engaged LAO Professionals as its interim independent registered public accounting firm to prepare standalone audited financial statements for the year ended December 31, 2024.

PKF Texas’ prior reports on the financial statements of BGHL and Blue Gold for 2023 and 2024 contained no adverse opinions or disclaimers and were not qualified as to uncertainty, scope, or accounting principles, although they included an explanatory paragraph about substantial doubt regarding both entities’ ability to continue as a going concern. Blue Gold states there were no disagreements with PKF Texas on accounting, disclosure, or audit matters and no reportable events under Item 16F of Form 20-F. The company also files PKF Texas’ consent as an exhibit.

Insights

Accounting & Reporting Analyst

Auditor change driven by firm acquisition, with existing going concern note reaffirmed.

Blue Gold Limited discloses that PKF Texas ceased as its auditor after PKF Texas was acquired by Withum Smith+Brown. In response, Blue Gold appointed LAO Professionals as an interim independent auditor specifically to prepare standalone audited financial statements for the year ended December 31, 2024. This frames the change as a consequence of the auditor’s business combination rather than a dispute over the company’s reporting.

The prior PKF Texas audit reports for BGHL and Blue Gold did not include adverse opinions or scope/accounting qualifications, but they did contain an explanatory paragraph about substantial doubt regarding each entity’s ability to continue as a going concern. Blue Gold states there were no disagreements or reportable events through August 26, 2025, and it provides PKF Texas’ consent as an exhibit. Overall, this appears to be an administrative transition that maintains transparency around previously disclosed going concern risks.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-42717 

Blue Gold Limited

(Registrant’s Name)

Mourant Governance Services (Cayman) Limited,

94 Solaris Avenue, Camana Bay

Grand Cayman, KY1-1108, Cayman Islands.

(Address of principal executive offices)

Andrew Cavaghan

Tel. No: +44 (0) 7487 799481

Email: info@bluegoldmine.com

94 Solaris Avenue, Camana Bay

Grand Cayman, KY1-1108, Cayman Islands

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐ 

Change in Registrant’s Certifying Accountant 

As previously disclosed in Amendment No. 2 to the Form F-1/A filed on August 26, 2025 by Blue Gold Limited (“Blue Gold”), due to changes in the auditor’s combined business following the acquisition of Pannell Kerr Forster of Texas P.C. (“PKF Texas”) by Withum Smith+Brown, PC (“Withum”), PKF Texas notified Blue Gold on August 2, 2025 that it would no longer be able to serve as auditor of Blue Gold Limited. On August 3, 2025, Blue Gold Limited engaged LAO Professionals as its interim independent registered public accounting firm on a limited basis to prepare standalone audited financial statements of Blue Gold as of and for the year ended December 31, 2024.

The reports of PKF Texas for the financial statements of BGHL as of and for the year ended December 31, 2024 and as of December 31, 2023 and for the period from November 9, 2023 (inception) to December 31, 2023 and of Blue Gold as of December 31, 2023 and for the period from December 4, 2023 (inception) to December 31, 2023 did not contain any adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. PKF Texas’ audit reports contained an explanatory paragraph related to the substantial doubt of BGHL’s and Blue Gold’s ability to continue as a going concern.

As of August 26, 2025, there were no disagreements with PKF Texas on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure, which such disagreements, if not resolved to the satisfaction of PKF Texas, would have caused PKF Texas to make reference thereto in its reports on the financial statements of BGHL or Blue Gold for such periods. As of and for the year ended December 31, 2024 and as of and for the year ended December 31, 2023 and for the period from November 9, 2023 (inception) to December 31, 2023, regarding the financial statements of BGHL, and for the period from December 4, 2023 (inception) to December 31, 2023, regarding the financial statements of Blue Gold, there were no “reportable events” as that term is described in paragraphs (A) through (D) of Item 16F(a)(1)(v) of Form 20-F.

Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Consent of PKF Texas, dated August 25, 2025.

1 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Blue Gold Limited
Date: August 26, 2025	By:	/s/ Andrew Cavaghan
	Name:	Andrew Cavaghan
	Title:	Chief Executive Officer

2

FAQ

Why did Blue Gold Limited (BGLWW) change its independent auditor?

Blue Gold Limited changed auditors because Pannell Kerr Forster of Texas P.C. (PKF Texas) notified the company on August 2, 2025 that, due to changes in its combined business following its acquisition by Withum Smith+Brown, PC, it could no longer serve as Blue Gold’s auditor.

Who is Blue Gold Limiteds new auditor and what is their role?

On August 3, 2025, Blue Gold Limited engaged LAO Professionals as its interim independent registered public accounting firm on a limited basis to prepare standalone audited financial statements of Blue Gold as of and for the year ended December 31, 2024.

Did PKF Texas issue any adverse opinions on Blue Gold Limiteds financial statements?

PKF Texas reports on the financial statements of BGHL and Blue Gold for the relevant 2023 and 2024 periods did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

What going concern disclosures did PKF Texas include for Blue Gold Limited and BGHL?

PKF Texas audit reports included an explanatory paragraph describing substantial doubt about the ability of BGHL and Blue Gold to continue as a going concern, highlighting concerns about their capacity to meet obligations over time.

Were there any disagreements between Blue Gold Limited and PKF Texas?

As of August 26, 2025, Blue Gold Limited reports no disagreements with PKF Texas on accounting principles, financial statement disclosure, or audit scope or procedures that would have required PKF Texas to reference them in its reports.

Did Blue Gold Limited report any reportable events related to the auditor change?

For the financial statement periods covered, Blue Gold Limited states there were no reportable events as described in Item 16F(a)(1)(v)(A)(D) of Form 20-F in connection with PKF Texas engagement.

What exhibit did Blue Gold Limited file in connection with the auditor change?

Blue Gold Limited filed a consent from PKF Texas, identified as Exhibit 99.1 and dated August 25, 2025, in connection with the change in its certifying accountant.