Blue Gold Ltd (BGL) CEO takes $1 pay, secures major stock grant and 16.9% stake

Rhea-AI Filing Summary

Blue Gold Ltd’s CEO Andrew Cavaghan and related entities report beneficial ownership of 6,431,729 Class A ordinary shares, or about 16.9% of the 38,017,024 shares outstanding. This amendment updates their holdings and explains new equity compensation.

On April 2, 2026, Cavaghan’s cash salary was cut to $1 per year, retroactive to January 1, 2026, in exchange for a large stock grant. He received 157,500 unrestricted, fully vested Class A shares plus 2,290,000 restricted shares. Portions vest daily from 2026–2029, while 600,000 shares vest only if the share price averages at least $15 and 800,000 shares vest only if it averages at least $35 over specified 60‑day trading periods. The reporting persons expressly disclaim beneficial ownership of shares they do not directly control.

Insights

Equity compensation and ownership structure analyst

CEO shifts to equity-heavy pay, boosting insider stake to 16.9%.

The filing shows Andrew Cavaghan and affiliated entities holding 6,431,729 Class A shares, or 16.9% of Blue Gold Ltd. This consolidates significant insider influence through both direct holdings and investment vehicles like Pegasus Capital Limited and Blue Gold Holdings Ltd.

Cavaghan’s cash salary drops to $1 per year from January 1, 2026, offset by 157,500 unrestricted shares and 2,290,000 restricted shares under the 2025 Equity Incentive Plan. Vesting ties a substantial portion to future share price hurdles at $15 and $35, aligning compensation with market performance.

The grant structure mixes time-based vesting through 2029 and performance-based vesting that depends on sustained volume-weighted average prices over defined 60‑day periods. Future company filings will show whether these price conditions are met and how insider ownership evolves as tranches vest.

Key Figures

Shares outstanding: 38,017,024 Class A shares Beneficial ownership: 6,431,729 Class A shares Ownership percentage: 16.9% of Class A shares +5 more

8 metrics

Shares outstanding 38,017,024 Class A shares Basis for ownership percentages in Item 5(a)

Beneficial ownership 6,431,729 Class A shares Aggregate for reporting persons; 16.9% of class

Ownership percentage 16.9% of Class A shares Reported combined stake of all reporting persons

CEO base salary $1 per annum Cash compensation from January 1, 2026

Unrestricted share grant 157,500 Class A shares April 2026 Share Grant, fully vested on grant

Restricted share grant 2,290,000 Class A shares April 2026 Share Grant, time- and performance-based vesting

Performance vesting hurdle 1 $15 share VWAP 600,000 shares vest on 60-day VWAP condition within 90 days

Performance vesting hurdle 2 $35 share VWAP 800,000 shares vest on 60-day VWAP condition within 90 days

Key Terms

Schedule 13D, beneficial ownership, volume-weighted average price, restricted Class A ordinary shares, +2 more

6 terms

Schedule 13D regulatory

"The filing of this shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d)..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership financial

"The Reporting Persons may be deemed to have, in the aggregate, beneficial ownership of 6,431,729.00 Class A ordinary shares..."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

volume-weighted average price financial

"will vest when the volume-weighted average price of the Issuer's Class A ordinary shares over any sixty (60) trading day period..."

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

restricted Class A ordinary shares financial

"and (ii) 2,290,000.00 restricted Class A ordinary shares (collectively, the "April 2026 Share Grant")."

Equity Incentive Plan financial

"made pursuant to the Issuer's 2025 Equity Incentive Plan (the "Plan") and remains subject to all terms and conditions of the Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

dispositive power financial

"sole dispositive power over 6,424,949.00 Class A ordinary shares; and shared dispositive power over 6,780.00 Class A ordinary shares."

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Blue Gold Ltd

(Name of Issuer)

Class A ordinary shares

(Title of Class of Securities)

G1331C104

(CUSIP Number)

Carla Parsons
94 Solaris Avenue, Camana Bay, PO Box 1348
Grand Cayman, E9, KY1-1108
44 7904 383701

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/02/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G1331C104

1

Name of reporting person

Cavaghan Andrew

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,424,949.00
8	Shared Voting Power 6,780.00
9	Sole Dispositive Power 6,424,949.00
10	Shared Dispositive Power 6,780.00

11

Aggregate amount beneficially owned by each reporting person

6,431,729.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Does not include 1,738 shares held by Ms. Elizabeth Cavaghan, Mr. Cavaghan's spouse, over which Mr. Cavaghan does not have voting or investment control. Mr. Cavaghan disclaims beneficial ownership over such shares.

SCHEDULE 13D

CUSIP Number(s): G1331C104

1

Name of reporting person

Pegasus Capital Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,631,965.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,631,965.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,631,965.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Mr. Cavaghan is the sole owner of Pegasus Capital Limited.

SCHEDULE 13D

CUSIP Number(s): G1331C104

1

Name of reporting person

Pegasus Capital Holdings Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,780.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,780.00

11

Aggregate amount beneficially owned by each reporting person

6,780.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.02 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Mr. Cavaghan is a 50% shareholder of Pegasus Capital Holdings Limited.

SCHEDULE 13D

CUSIP Number(s): G1331C104

1

Name of reporting person

Ms. Elizabeth Cavaghan

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,738.00
8	Shared Voting Power 6,780.00
9	Sole Dispositive Power 1,738.00
10	Shared Dispositive Power 6,780.00

11

Aggregate amount beneficially owned by each reporting person

8,518.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.02 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Ms. Elizabeth Cavaghan is Mr. Cavaghan's spouse and 50% shareholder in Pegasus Capital Holdings Limited.

SCHEDULE 13D

CUSIP Number(s): G1331C104

1

Name of reporting person

Blue Gold Holdings Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 350,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 350,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

350,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Mr. Cavaghan is the sole director of Blue Gold Holdings Ltd.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares
(b)	Name of Issuer: Blue Gold Ltd
(c)	Address of Issuer's Principal Executive Offices: 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, CAYMAN ISLANDS , KY1-1108.
Item 1 Comment: This Amendment No. 3 (the "Amendment") amends and supplements the Schedule 13D filed with the SEC on July 8, 2025, as previously amended by the Schedule 13D/A filed with the SEC on July 17, 2025 and the Schedule 13D/A filed with the SEC on March 23, 2026 (collectively, the "Schedule 13D"). Except as set forth in this Amendment, the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. The following items of Schedule 13D are hereby amended as follows:
Item 2.	Identity and Background
(c)	Mr. Cavaghan, a natural person, is (i) the Chief Executive Officer and member of the board of directors of the Issuer, (ii) the sole shareholder of Pegasus Capital, (iii) a 50% shareholder of Pegasus Capital Holdings and (iv) the sole director of BGHL. Ms. Cavaghan, a natural person, is Mr. Cavaghan's spouse. Pegasus Capital, a Cayman Islands exempted company limited by shares, is principally engaged in the business of investing in and holding the securities of the Issuer and other companies. Pegasus Capital Holdings, a private company limited by shares formed under the laws of England and Wales, is principally engaged in the business of investing in and holding the securities of the Issuer and other companies. Pegasus Capital Holdings is 50% owned by Mr. Cavaghan and 50% owned by Ms. Cavaghan. BGHL is a company incorporated in England and Wales, with the intent to acquire, develop, finance, license, and operate gold mines. BGHL's initial activities are focused on the Ashanti Gold Belt located in Ghana. BGHL is a wholly-owned subsidiary of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to this Item 5 and the information on the cover page are based on 38,017,024.00 Class A ordinary shares outstanding. The Reporting Persons may be deemed to have, in the aggregate, beneficial ownership of 6,431,729.00 Class A ordinary shares, which represents approximately 16.9% of the Issuer's outstanding Common Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
(b)	The Reporting Persons may be deemed to have, in the aggregate, beneficial ownership of 6,431,729.00 Class A ordinary shares, which represents approximately 16.9% of the Issuer's outstanding Common Shares. Andrew Cavaghan has sole voting power over 6,424,949.00 Class A ordinary shares; shared voting power over 6,780.00 Class A ordinary shares; sole dispositive power over 6,424,949.00 Class A ordinary shares; and shared dispositive power over 6,780.00 Class A ordinary shares. Pegasus Capital Limited has sole voting and dispositive powers over 2,631,965 Class A ordinary shares. Pegasus Capital Holdings Limited has shared voting and dispositive power over 6,780.00 Class A ordinary shares. Blue Gold Holdings Limited has sole voting and dispositive power over 350,000.00 Class A ordinary shares. Ms. Elizabeth Cavaghan has sole voting and sole dispositive power over 1,738.00 Class A ordinary shares and shared voting and dispositive power over 6,780.00 Class A ordinary shares. The information provided under Item 2 of this 13D is hereby incorporated by reference into this Item 5.
(c)	On April 2, 2026, the Reporting Person entered into an amendment to his employment agreement with the Company, pursuant to which his cash compensation was reduced to $1 USD per annum, retroactive to January 1, 2026. In connection with such amendment, and as approved by the Compensation Committee of the Company's board of directors, the Reporting Person received grants of (i) 157,500.00 unrestricted, fully-vested Class A ordinary shares and (ii) 2,290,000.00 restricted Class A ordinary shares (collectively, the "April 2026 Share Grant"). The restricted Class A ordinary shares will vest as follows: (A) an aggregate of 890,000.00 of the restricted Class A ordinary shares will vest on a daily basis over the following schedule: (a) 390,000.00 in financial year 2026, (b) 240,000.00 in financial year 2027, (c) 175,000.00 in financial year 2028 and (d) 85,000.00 in financial year 2029; (B) 600,000.00 of the restricted Class A ordinary shares will vest when the volume-weighted average price of the Issuer's Class A ordinary shares over any sixty (60) trading day period within the precedent ninety (90) consecutive trading days period is greater than or equal to $15 per Class A ordinary share; and (C) 800,000.00 of the restricted Class A ordinary shares will vest when the volume-weighted average price of the Issuer's Class A ordinary shares over any sixty (60) trading day period within the precedent ninety (90) consecutive trading days period is greater than or equal to $35 per Class A ordinary share. The Reporting Person has the sole power to vote and dispose of such Class A ordinary shares. The April 2026 Share Grant was made in consideration for the Reporting Persons service to the Company. The Reporting Person did not pay any cash consideration for April 2026 Share Grant, which was made pursuant to the Issuer's 2025 Equity Incentive Plan (the "Plan") and remains subject to all terms and conditions of the Plan
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement

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.

Cavaghan Andrew

Signature:	/s/ Andrew Cavaghan
Name/Title:	Andrew Cavaghan
Date:	04/06/2026

Pegasus Capital Limited

Signature:	/s/ Andrew Cavaghan
Name/Title:	Andrew Cavaghan/Director
Date:	04/06/2026

Pegasus Capital Holdings Limited

Signature:	/s/ Andrew Cavaghan
Name/Title:	Andrew Cavaghan/Director
Date:	04/06/2026

Ms. Elizabeth Cavaghan

Signature:	/s/ Elizabeth Cavaghan
Name/Title:	Elizabeth Cavaghan
Date:	04/06/2026

Blue Gold Holdings Ltd.

Signature:	/s/ Andrew Cavaghan
Name/Title:	Andrew Cavaghan/Director
Date:	04/06/2026

FAQ

How much of Blue Gold Ltd (BGL) do Andrew Cavaghan and related entities own?

They report beneficial ownership of 6,431,729 Class A ordinary shares, representing about 16.9% of Blue Gold Ltd’s 38,017,024 outstanding Class A shares. This includes shares held directly by Andrew Cavaghan and indirectly through Pegasus Capital entities and Blue Gold Holdings Ltd.

What compensation change did Blue Gold Ltd (BGL) make for CEO Andrew Cavaghan?

His cash salary was reduced to $1 per year, retroactive to January 1, 2026. In exchange, he received a large equity grant of unrestricted and restricted Class A ordinary shares, aligning more of his compensation with the company’s stock performance over multiple years.

What stock grants did Blue Gold Ltd (BGL) give Andrew Cavaghan in April 2026?

He received 157,500 unrestricted, fully vested Class A shares and 2,290,000 restricted Class A shares, called the April 2026 Share Grant. These awards were approved by the Compensation Committee and granted under Blue Gold Ltd’s 2025 Equity Incentive Plan.

How do the restricted shares for Blue Gold Ltd (BGL) CEO vest over time?

Of the 2,290,000 restricted shares, 390,000 vest during financial year 2026, 240,000 in 2027, 175,000 in 2028, and 85,000 in 2029 on a daily basis. These time-based tranches gradually increase his vested ownership if he remains in service.

What performance conditions apply to Andrew Cavaghan’s Blue Gold Ltd (BGL) share grants?

Two performance tranches require Blue Gold’s volume-weighted average share price over any 60 trading days within 90 trading days to reach at least $15 for 600,000 shares and $35 for 800,000 shares. These conditions directly link vesting to sustained stock price levels.

How many Blue Gold Ltd (BGL) shares are outstanding in this Schedule 13D/A?

The ownership calculations are based on 38,017,024 Class A ordinary shares outstanding. The 6,431,729 shares attributed to the reporting persons therefore represent approximately 16.9% of Blue Gold Ltd’s outstanding Class A share capital at the time referenced.