Blue Gold Ltd F-1, filed Jul 18, 2025

Blue Gold Ltd (BGL)

F-1 2025-07-18

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Added on October 17, 2026

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PROSPECTUS SUMMARY	1
THE OFFERING	7
SUMMARY CONSOLIDATED FINANCIAL DATA	8
RISK FACTORS	9
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	35
MARKET, INDUSTRY AND OTHER DATA	36
CAPITALIZATION AND INDEBTEDNESS	37
USE OF PROCEEDS	38
DIVIDEND POLICY	39
SELECTED CONSOLIDATED FINANCIAL DATA	40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	41
MANAGEMENT	61
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	68
SELLING SHAREHOLDERS	71
DESCRIPTION OF SECURITIES	73
SHARES ELIGIBLE FOR FUTURE SALE	82
TAXATION	83
PLAN OF DISTRIBUTION	88
EXPENSES OF THIS OFFERING	91
LEGAL MATTERS	92
AUDITORS	92
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	92
STATEMENTS BY EXPERTS	93
ENFORCEABILITY OF CIVIL LIABILITIES	94
WHERE YOU CAN FIND ADDITIONAL INFORMATION	95
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Ordinary shares offered by the selling shareholders		Up to 14,824,514 ordinary shares

Ordinary shares to be outstanding before and after this offering		30,571,764 ordinary shares and 30,571,764 ordinary shares

Use of proceeds		All proceeds from the sale of the ordinary shares offered hereby will be for the account of the selling shareholders. We will not receive any proceeds from the sale of the ordinary shares offered pursuant to this prospectus. See “Use of Proceeds.”

Risk factors		See “Risk Factors” and other information included in this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our ordinary shares.

Nasdaq Market Symbols		Our ordinary shares are listed on The Nasdaq Global Market, or Nasdaq, under the symbol “BGL.” Our warrants are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “BGLWW.”

	Year ended December 31,			November 9, 2023 through December 31,
	2024			2023
Consolidated Statements of Operations Data:	(in thousands)
Revenues	$	—		$	—
Cost of Revenues		—			—
Gross Profit		—			—
Operating expenses
Research and development		—			—
Sales and Marketing		—			—
General and administrative		2,112			334
Merger and acquisition expenses		1,682			—
Plant maintenance costs		6,252			—
Accretion of asset retirement obligation		1,037			—
Depreciation		42			—
Start-up costs		—			1
Total operating expenses		11,125			335
Other income (expenses)
Interest expense		(443	)		—
Related party interest expense, net		(70	)		—
Income before taxes		(11,638	)		(335	)
Income tax		—			—
Net income		(11,638	)		(335	)
Net loss (income) attributable to non-controlling interests		—			—
Net income attributable to controlling interest		(11,638	)		(335	)
Net income per ordinary share
Basic		(0.11	)		(0.00	)
Diluted		(0.11	)		(0.00	)
Weighted Average number of ordinary shares
Basic		102,134,394			100,000,000
Diluted		102,134,394			100,000,000

	As of December 31, 2024			As of December 31, 2023
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents, short term bank deposits and marketable securities		171			—
Working Capital		(7,573	)		(335	)
Total Assets		33,446			84
Total liabilities		41,743			419
Redeemable non-controlling interest		—			—
Retained earnings		(11,972	)		(335	)
Non-controlling interests		—			—
Total shareholder’s equity		(8,297	)		(335	)

	Pro Forma
(in thousands)
Cash and cash equivalents	$	2,061

Equity:
Ordinary shares		3
Additional paid-in capital		7,624
Foreign currency translation		(42	)
Accumulated deficit		(15,672	)
		(8,087	)
Non-controlling interest		17,580
Total equity:		9,493
Debt:
Advances payable		648
Convertible notes		1,903
Warrant liability		230
Royalty payable		2,700
Contingent consideration liabilities		17,100
Total Debt:		22,581
Total capitalization	$	32,074

	Year ended December 31,
	2024			2023
	(in thousands)

Consolidated Statements of Income Data:
Revenues	$	—		$	—
Cost of revenues		—			—
Gross profit		—			—
Operating expenses:
Research and development		—			—
Sales and marketing		—			—
General and administrative		2,112			334
Merger and acquisition expenses		1,682			—
Plant maintenance costs		6,252			—
Accretion of asset retirement obligation		1,037			—
Depreciation		42			—
Start-up costs		—			1
Total operating expenses		11,125			335
Other income (expenses)	$			$
Interest expense		(443	)		—
Related party interest expense, net		(70	)		—
Income before taxes	$	(11,638	)	$	(335	)
Income tax		—			—
Net income	$	(11,638	)	$	(335	)
Net income attributable to controlling interest	$	(11,638	)	$	(335	)
Net income per ordinary share:
Basic	$	(0.11	)	$	—
Diluted	$	(0.11	)	$	—
Weighted average number of ordinary shares:
Basic		102,134,394			100,000,000
Diluted		102,134,394			100,000,000

	As of December 31,
	2024			2023
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	171		$	—
Working capital		(7,573	)		(335	)
Total assets		33,446			84
Total liabilities		41,743			419
Redeemable non-controlling interests		—			—
Retained earnings		(11,972	)		(335	)
Non-controlling interests		—			—
Total shareholders’ equity		(8,297	)		(335	)

Assets acquired
Property, plant and equipment⁽²⁾	$	2,600,000
Intangible assets: mineral rights⁽³⁾		30,100,000
Total assets acquired	$	32,700,000

Liabilities assumed
GSR royalty liability⁽⁴⁾	$	2,700,000
GSR contingent consideration liabilities⁽⁵⁾		17,100,000
Asset retirement obligations⁽⁶⁾		12,900,000
Total Liabilities assumed	$	32,700,000

	May 15, 2024
	As Reported		Restatement Adjustment			As Restated
Assets Acquired
Property, plant and equipment	$	44,600,000	$	(42,000,000	)	$	2,600,000
Intangible assets: Mineral rights		323,600,000		(293,500,000	)		30,100,000
Total assets acquired	$	368,200,000	$	(335,500,000	)	$	32,700,000

Liabilities assumed
Bond SPV royalty liabilities	$	335,500,000	$	(335,500,000	)	$	—
GSR royalty liability		2,700,000		—			2,700,000
GSR contingent consideration liabilities		17,100,000		—			17,100,000
Asset retirement obligation		12,900,000		—			12,900,000
Total Liabilities assumed	$	368,200,000	$	(335,500,000	)	$	32,700,000

Property, plant and equipment consisted of the following:	December 31, 2024
Vehicles	$	354,267
Building and leasehold land		1,792,352
Plant and machinery		807,648
Computer and accessories		1,010
Total Property, plant and equipment		2,955,277
Less: accumulated depreciation		(41,768	)
Property, plant and equipment, net	$	2,913,509

	For the year ended December 31, 2024			For the period from November 9, 2023 (inception) to December 31, 2023
Operating expenses
General and administrative expenses	$	2,111,753		$	333,781
Merger and acquisition expenses		1,682,391			—
Plant costs		6,252,438			—
Accretion of asset retirement obligation		1,037,000			—
Depreciation		41,768			—
Start-up Costs		—			897
Total operating expenses		11,125,350			334,678

Other income (expense)
Interest expense		(442,869	)		—
Related party interest expense, net		(69,418	)		—
Total Other expense		(512,287	)		—
Net loss	$	(11,637,637	)	$	(334,678	)

	For the year ended December 31, 2024			For the period from November 9, 2023 (inception) to December 31, 2023
Net cash used in operating activities	$	(6,234,318	)	$	—
Net cash used in investing activities	$	(355,277	)	$	—
Net cash provided by financing activities	$	6,749,039		$	—

Vehicles			5 years
Other Equipment			2 years
Computer and accessories			2 years

Name	Age		Position
Andrew Cavaghan		48	Chief Executive Officer and Director
Lorenz Werndle		50	Chief Financial Officer
Daniel Owiredu		67	Executive Chairman
David Edward		60	Director
Philip Newall		63	Director
Tao Tan		39	Director
Candice Beaumont		51	Director

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Andrew Cavaghan*		2024	$	0		—		—		—		—		—		—	$	0
		2023	$	0		—		—		—		—		—		—		0
Daniel Owiredu*		2024	$	0		—		—		—		—		—		—	$	0
		2023		0		—		—		—		—		—		—		0
Mark Green*		2024	$	0		—		—		—		—		—		—	$	0
		2023		0		—		—		—		—		—		—		0

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Total ($)
Andrew Cavaghan	$	0		—	$	0
Daniel Owiredu	$	0		—	$	0
Mark Green	$	0		—	$	0

Beneficial Ownership
Name of Beneficial Owner	Number of Class A Ordinary Shares		%
5% Holders
Perception Capital Partners IV LLC⁽¹⁾		2,183,062		7.1	%
RCF VII Sponsor LLC⁽²⁾		1,892,156		6.2	%
Andrew Cavaghan⁽³⁾		7,084,229		23.2	%
Mark Green⁽⁴⁾		5,442,893		17.8	%
Blue Gold Holdings Limited⁽⁵⁾		2,200,000		7.2	%
Blue Perception Capital LLP		2,000,000		6.5	%
Loeb & Loeb LLP⁽⁶⁾		2,000,000		6.5	%
Pegasus Capital Limited⁽⁷⁾		2,656,965		8.7	%

Directors, Executive Officers and Subsidiaries

Andrew Cavaghan⁽³⁾		7,084,229		22.2	%
Daniel Owiredu⁽⁸⁾		313,109		1	%
David Edward⁽⁹⁾		829,794		2.7	%
Phil Newall		—		—
Tao Tan⁽¹⁰⁾		434,689		1.4	%
Candice Beaumont⁽¹¹⁾		160,000		*
Lorenz Werndle⁽¹²⁾		150,000		*
Blue Gold Holdings Limited⁽⁵⁾		2,200,000		7.2	%
All Directors and Executive Officers as a Group (7 Persons)		11,171,821		36.5	%

(7)	Pegasus Capital Limited is a company incorporated in the Cayman Islands. Mr. Cavaghan is the controlling shareholder and is deemed to have beneficial ownership of the ordinary shares held by Pegasus Capital Limited. The registered address of Pegasus Capital Limited is 94 Solaris Avenue, Camana Bay, Grand Cayman KY1-1108, Cayman Islands.

(8)	Mr. Owiredu has beneficial ownership over 313,109 ordinary shares and is the Chairman of Blue Gold Limited. Mr. Owiredu disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

(9)	David Edward has beneficial ownership of an aggregate 829,794 ordinary shares. Mr. Edward is the sole owner of Blue 4D Limited and as such is deemed to have beneficial ownership of the 42,070 ordinary shares held by Blue 4D Limited.

(10)	Includes 434,689 ordinary shares held by Cibreo Partners LLC. Mr. Tan is the majority shareholder of Cibreo Partners LLC. Mr. Tan disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

(11)	Candice Beaumont is a director and sole shareholder of Bonaventura Industries Inc. and is deemed to have beneficial ownership of the 160,000 ordinary shares held by Bonaventura Industries Inc. Ms. Beaumont disclaims beneficial ownership of these securities, except to the extent, if any, of her pecuniary interest therein.

(12)	Includes beneficial ownership of 150,000 ordinary shares underlying an option to acquire ordinary shares owned by BGHL. Mr. Werndle is the CFO of Blue Gold Limited and BGHL. Mr. Werndle disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

Selling Shareholders	Number of Ordinary Shares Before the Offering		Percent of Ordinary Shares Before the Offering			Number of Ordinary Shares to be Sold		Number of Ordinary Shares After the Offering		Percent of Ordinary Shares After the Offering
Andrew Cavaghan⁽¹⁾		995,484		3.3	%		759,068		—		*
BCMP Services Limited⁽²⁾		1,225,000		4.0	%		1,225,000		—		*
Blue 4D Limited⁽³⁾		42,070		*			42,070		—		*
Bonaventura Industries Inc.⁽⁴⁾		160,000		*			160,000		—		*
Cheryl Edward⁽⁵⁾		33,104		*			33,104		—		*
Cibreo Partners LLC⁽⁶⁾		434,689		1.4	%		434,689		—		*
Daniel Owiredu⁽⁷⁾		113,109		*			113,109		—		*
David Edward⁽⁸⁾		754,620		2.5	%		754,620		—		*
Elizabeth Cavaghan⁽⁹⁾		1,738		*			1,738		—		*
Loeb & Loeb LLP⁽¹⁰⁾		2,000,000		6.5	%		2,000,000		—		*
Mark Green⁽¹¹⁾		4,217,893		13.8	%		4,217,893		—		*
Pegasus Capital Holdings Limited⁽¹²⁾		6,780		*			6,780		—		*
Pegasus Capital Limited⁽¹³⁾		2,656,965		8.7	%		2,656,965		—		*
Perception Capital Partners IV LLC⁽¹⁴⁾		2,183,062		7.1	%		2,183,062		—		*
All selling shareholders as a group		14,824,514		48.5	%		14,824,514		0		*

	●	distinguishes each share by its number (so long as the share has a number);

	●	confirms the amount paid, or agreed to be considered as paid, on the shares of each member;

	●	confirms the number and category or class (each, if applicable) of shares held by each member; and

	●	confirms whether each relevant category or class (each, if applicable) of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;

	●	the date on which the name of any person was entered on the register as a shareholder; and

	●	the date on which any person ceased to be a shareholder.

	●	increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution will prescribe;

	●	consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares;

	●	sub-divide its existing shares or any of them into shares of a smaller amount; provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in case of the share from which the reduced share is derived; or

	●	cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Redemption Date	Fair Market Value of Ordinary Shares
(period to expiration of warrants)		≤$10.00	$	11.00	$	12.00	$	13.00	$	14.00	$	15.00	$	16.00	$	17.00	≥$18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358	0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358	0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357	0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357	0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356	0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356	0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355	0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354	0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353	0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352	0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351	0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350	0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348	0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347	0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345	0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342	0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339	0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336	0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331	0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326	0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323	0.361

	●	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

	●	transactions to or through broker-dealer or agents, including purchases by a broker-dealer as principal and resale by the broker-dealer for their account or transactions in which broker-dealers may agree with the Selling Securityholders to sell a specified number of such shares at a stipulated price per share;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	through one or more underwritten offerings on a firm commitment or best efforts basis;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;

	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

SEC registration fee	$	100,000
Legal fees and expenses		100,000
Accounting fees and expenses		30,000
Printing expenses		15,000
Total		245,000

Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2024		F-5
Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2024		F-6
Unaudited Pro Forma Condensed Combined Statements of Operations for the Year Ended December 31, 2024		F-7
Notes to Unaudited Pro Forma Condensed Combined Financial Information		F-8

Blue Gold Holdings Limited (Consolidated Financial Statements)
Report of Independent Registered Public Accounting Firm		F-13
Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023		F-15
Consolidated Statements of Operations for the year ended December 31, 2024 and the period from November 9, 2023 (Inception) through December 31, 2023		F-16
Consolidated Statements of Changes in Stockholders’ Deficit for the year ended December 31, 2024 and the period from November 9, 2023 (Inception) through December 31, 2023		F-17
Consolidated Statements of Cash Flows for the year ended December 31, 2024 and period from November 9, 2023 (Inception) through December 31, 2023		F-18
Notes to Consolidated Financial Statements		F-19

Perception Capital Corp IV. (Consolidated Financial Statements)
Report of Independent Registered Public Accounting Firm		F-38
Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023		F-39
Consolidated Statements of Operations for the years ended December 31, 2024 and December 31, 2023		F-40
Consolidated Statements of Changes in Redeemable Class A Ordinary Shares and Shareholders’ Deficit for the years ended December 31, 2024 and December 31, 2023		F-41
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023		F-42
Notes to Consolidated Financial Statements		F-43

Equity Capitalization Summary	Shares		%
BGHL shareholders		11,450,000		37.5	%
Perception Public Shareholders		25,186		0.1	%
Perception Managing Sponsor, Former Sponsor and related parties		4,478,687		14.6	%
Blue Capital		2,000,000		6.5	%
BCMP Services Limited		1,225,000		4.0	%
Blue International Holdings Limited.		2,800,000		9.2	%
Blue Gold Holdings Limited		2,200,000		7.2	%
Pegasus Capital Limited		2,400,000		7.9	%
Mark Green		2,900,000		9.5	%
Kaela Ritchie		500,000		1.6	%
Bonaventura Investment Inc.		160,000		0.5	%
Cibreo Partners LLC		432,891		1.4	%
Total Blue Gold Limited Ordinary Shares		30,571,764		100.0	%

	BGHL (Historical)		Perception (Historical)		Transaction Accounting Adjustments				Pro Forma Combined

ASSETS
Current assets
Cash	$	171	$	43	$	295		(C)	$	2,061
						(459	)	(D)
						108		(E)
						1,903		(S)
Prepaid expenses and other assets		260		29		—				289
Other receivables		2		—		—				2
Total current assets		433		72		1,847				2,352
Investments held in Trust Account		—		3,954		(3,655	)	(A)		—
						(4	)	(B)
						(295	)	(C)
Property, plant and equipment, net		2,914		—		1,389		(P)		4,303
Mineral rights		30,100		—		16,191		(P)		46,291
Total Assets	$	33,447	$	4,026	$	15,473			$	52,946

LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	2,784	$	1,084	$	966		(D)	$	4,834
Accounts payable - related party		2,101		—		—				2,101
Convertible senior secured promissory note		—		1,329		108		(E)		—
						(1,437	)	(F)
Convertible notes payable		2,473		—		(2,473	)	(H)		—
New convertible note		—		—		1,903		(S)		1,903
Advances payable		648		—		—				648
Total current liabilities		8,006		2,413		(933	)			9,486

Non-current liabilities
Warrant liability		—		283		(53	)	(M)		230
Royalty obligation		2,700		—		—				2,700
Contingent consideration liability		17,100		—		—				17,100
Asset retirement obligation		13,937		—		—				13,937
Total non-current liabilities		33,737		283		(53	)			33,967
Total Liabilities		41,743		2,696		(986	)			43,453

REDEEMABLE CLASS A ORDINARY SHARES
Perception redeemable Class A ordinary shares, $0.0001 par value, 332,928 shares at redemption value		—		3,854		(3,655	)	(A)		—
						(4	)	(B)
						(195	)	(L)

(in thousands, except share and per share data)
Net loss attributable to the shareholders of the Company	$	(35,288	)
Weighted average shares outstanding, basic and diluted⁽¹⁾		30,571,764
Net loss per share attributable to shareholders of the Company, basic and diluted	$	(1.15	)