Court injunction delays Blue Gold (BGLWW) EGM amid share dispute

Rhea-AI Filing Summary

Blue Gold Limited reports that on September 5, 2025, the Grand Court of the Cayman Islands granted an interim injunction to two shareholders, RCF VII Sponsor LLC and S&R Capital Ltd, temporarily preventing the company from holding its extraordinary general meeting of shareholders that had been scheduled for September 8, 2025. A court hearing is set for October 2, 2025, after which the injunction may be continued, discharged or varied.

The shareholders’ underlying lawsuit seeks a declaration that the shares they received when Blue Gold became public are “Unrestricted Shares” under the company’s memorandum and articles of association. Blue Gold states it believes this claim has no merit and plans to vigorously defend the case. The company discloses that the action presents a reasonable possibility of loss, though it cannot estimate the amount. In response to the injunction, the board has postponed the extraordinary general meeting indefinitely and has posted a notice of postponement on its corporate website.

Positive

• None.

Negative

• Interim injunction halts shareholder meeting, with the Grand Court of the Cayman Islands restraining Blue Gold from holding its September 8, 2025 extraordinary general meeting and creating governance uncertainty.
• Ongoing share classification litigation over whether certain holdings are “Unrestricted Shares” carries a disclosed reasonable possibility of loss, even though the company cannot yet estimate the financial impact.

Insights

Litigation and governance analyst

Cayman injunction halts Blue Gold EGM amid share-status dispute.

The interim injunction from the Grand Court of the Cayman Islands stops Blue Gold Limited from proceeding with its extraordinary general meeting that was scheduled for September 8, 2025. The plaintiffs, RCF VII Sponsor LLC and S&R Capital Ltd, argue both that meeting procedures and the class of voting shareholders were improper and that the meeting’s purpose would frustrate their previously filed legal action.

The pending lawsuit seeks a declaration that the plaintiffs’ shares are “Unrestricted Shares” under Blue Gold’s governing documents, which could affect how and when those shares may be traded or voted. Blue Gold states it believes the claim lacks merit and intends to vigorously defend it. The company also acknowledges a reasonable possibility of loss but does not quantify potential exposure in this disclosure.

From a governance and risk perspective, the indefinite postponement of the EGM and the court’s involvement introduce uncertainty around shareholder decision-making and the treatment of the plaintiffs’ holdings. Investors may pay particular attention to the October 2, 2025 hearing, where the court will decide whether to continue, discharge, or vary the injunction, as that outcome will shape the timing and conditions for any future shareholder meeting on the affected matters.

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 September 2025

Commission File Number 001-42717

Blue Gold Limited

(Translation of registrant’s name into English)

94 Solaris Avenue

Camana Bay

PO Box 1348

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 ☐

INFORMATION CONTAINED IN THIS REPORT

On September 5, 2025, the Grand Court of the Cayman Islands (the “Court”) issued an interim injunction in favor of two shareholders of the company, RCF VII Sponsor LLC and S&R Capital Ltd (together, the “Plaintiffs”) restraining the Company from proceeding for the time being with its extraordinary general meeting of shareholders (“EGM”) originally scheduled on September 8, 2025. A hearing has been scheduled for October 2, 2025, at which all parties will present their arguments. After hearing such arguments, the Court may determine to continue, discharge or vary the injunction.

The proceeding was brought before the Court ex parte by the Plaintiffs, claiming in part that (i) that the proper procedures for convening the EGM were not followed as the class of shareholders entitled to vote were not properly constituted and (ii) the purpose of the EGM was to frustrate the pending action commenced by the Plaintiffs on July 28, 2025 (the “Pending Action”).

The Pending Action seeks a declaration that shares of the Company that the Plaintiffs received in the transaction by which the Company became public are “Unrestricted Shares” as defined in the Company’s memorandum and articles of association. The Company believes the claim has no merit and intends to vigorously defend it. The Pending Action poses a reasonable possibility of loss to the Company, but the Company is unable to reasonably estimate an amount or range of reasonably possible loss at this time.

Accordingly, the directors of the Company determined to postpone the EGM indefinitely. Prior to the scheduled time for the EGM, the Company posted a notice informing shareholders of the postponement of the EGM on its corporate website, in compliance with the requirements of Cayman law and the text of such notice is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This report contains forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. These statements reflect only current expectations and are not guarantees of future events. These statements are subject to risks and uncertainties, detailed in the Company’s United States Securities and Exchange Commission filings, that could cause actual results and events to differ materially from those contained in the forward-looking statements. These forward-looking statements speak only as of the date on which the statements were made. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Notice of Postponement of Extraordinary General Meeting

2

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.

Date: September 10, 2025

	BLUE GOLD LIMITED
	By:	/s/ Andrew Cavaghan
		Andrew Cavaghan
		Chief Executive Officer

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FAQ

What did Blue Gold Limited disclose in its latest 6-K filing (BGLWW)?

Blue Gold Limited disclosed that the Grand Court of the Cayman Islands issued an interim injunction, obtained by two shareholders, that temporarily prevents the company from holding its extraordinary general meeting of shareholders and that a related share classification lawsuit presents a reasonable possibility of loss.

Why was Blue Gold Limiteds extraordinary general meeting postponed?

The extraordinary general meeting originally scheduled for September 8, 2025 was postponed because the Grand Court of the Cayman Islands granted an interim injunction in favor of two shareholders, restraining Blue Gold Limited from proceeding with the meeting for the time being.

What is the share dispute involving Blue Gold Limited and RCF VII Sponsor LLC and S&R Capital Ltd?

The pending action brought by RCF VII Sponsor LLC and S&R Capital Ltd seeks a declaration that the shares they received in the transaction by which Blue Gold Limited became public are “Unrestricted Shares” as defined in the company’s memorandum and articles of association.

How does Blue Gold Limited view the merits of the pending share classification claim?

Blue Gold Limited states that it believes the claim regarding the classification of the plaintiffs’ shares as “Unrestricted Shares” has no merit and that it intends to vigorously defend against the action.

What financial risk does the pending action pose to Blue Gold Limited?

Blue Gold Limited discloses that the pending action poses a reasonable possibility of loss to the company, but it is unable to reasonably estimate an amount or range of reasonably possible loss at this time.

When will the Cayman Islands court next consider the injunction affecting Blue Gold Limited?

A hearing is scheduled for October 2, 2025, at which all parties will present their arguments, after which the Grand Court of the Cayman Islands may decide to continue, discharge, or vary the interim injunction affecting Blue Gold Limited’s extraordinary general meeting.