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. |
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 |
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