Blue Gold Ltd SEC Filings

Blue Gold Ltd executive Dionne Nathan, the Chief Technology Officer, has filed an initial Form 3 insider ownership report for ticker BGL. This filing establishes her status as a reporting officer under SEC rules and, in this excerpt, shows no reported insider share transactions or option exercises.

Blue Gold Ltd CEO and director Cavaghan Andrew filed an initial Form 3 showing his beneficial ownership of the company’s Class A ordinary shares. The filing lists direct ownership and several indirect holdings through Pegasus Capital Limited, Pegasus Capital Holdings Limited, Blue Gold Holdings Limited, and his spouse, without reporting any recent share purchases or sales.

Blue Gold Ltd director Beaumont Candice S. has reported beneficial ownership of 160,000 Class A ordinary shares as of 2026-03-18. The shares are held indirectly through Bonaventura Industries Inc., a corporation of which she is the director and sole shareholder.

Blue Gold Limited has called a virtual extraordinary general meeting on March 16, 2026 for holders of its Class A ordinary shares. Shareholders will vote on adopting the 2025 Equity Incentive Plan, which authorizes up to 6,000,000 ordinary shares for equity awards to employees, directors and consultants. As of the February 23, 2026 record date, 35,218,003 ordinary shares were issued and outstanding. The meeting will also consider amendments to the articles of association to shorten annual meeting notice to 30 days and reduce shareholder proposal notice periods to generally 20–30 days before the annual meeting. The board unanimously recommends voting in favor of both proposals.

Blue Gold Limited has entered into a Securities Purchase Agreement for a private placement of 2,500,000 Class A ordinary shares at $4.00 per share, raising gross proceeds of $10,000,000. The company plans to use this cash for working capital, general corporate purposes and to repay certain debt obligations.

The shares are being sold in a transaction exempt from registration under the Securities Act, relying on Section 4(a)(2) and Rule 506(b) of Regulation D. The private placement is expected to close on or before March 9, 2026, subject to the terms of the purchase agreement.

Blue Gold Limited executed a sale agreement for the Mampon Gold Mine in Ghana and set share-issuance and commodity-payment mechanics tied to that transaction. The First Tranche Consideration Shares are 750,000 Ordinary Shares unless the 30-day VWAP is below $20 but not below $10, in which case Blue Gold will issue additional Ordinary Shares so that the aggregate value of those shares equals $15 million (calculated by reference to the VWAP). If the VWAP is below $10, the maximum First Tranche issuance is capped at 1,500,000 Ordinary Shares. The filing also records contingent commodity payments: up to $55 per ounce of gold (capped at 6 million ounces) and up to $50 per ton of copper (capped at 4 million tons). The Agreement for the Sale and Purchase of the Mampon Gold Mine is dated September 17, 2025, with an accompanying press release and an officer signature dated September 18, 2025.

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.

Blue Gold Limited has submitted a Form 6-K to furnish materials for an extraordinary general meeting of shareholders. The meeting is scheduled for September 8, 2025 and will ask shareholders to consider proposed amendments to the company’s memorandum and articles of association, which are its core governing documents.

The filing points shareholders to three key documents: a notice and proxy statement for the extraordinary general meeting, a form of proxy card to allow shareholders to vote, and the proposed second amended and restated memorandum and articles of association of Blue Gold Limited.

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.