Blue Gold Ltd F-1/A, filed Aug 5, 2025

Blue Gold Ltd (BGL)

F-1/A 2025-08-05

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Added on October 17, 2026

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	Page
PROSPECTUS SUMMARY	1
THE OFFERING	7
SUMMARY CONSOLIDATED FINANCIAL DATA	9
RISK FACTORS	10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	36
MARKET, INDUSTRY AND OTHER DATA	37
CAPITALIZATION AND INDEBTEDNESS	38
USE OF PROCEEDS	39
DETERMINATION OF OFFERING PRICE	40
DIVIDEND POLICY	41
SELECTED CONSOLIDATED FINANCIAL DATA	42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	43
MANAGEMENT	62
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	69
SELLING SECURITYHOLDERS	73
DESCRIPTION OF SECURITIES	80
SHARES ELIGIBLE FOR FUTURE SALE	89
TAXATION	91
PLAN OF DISTRIBUTION	96
LEGAL MATTERS	100
AUDITORS	100
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	100
STATEMENTS BY EXPERTS	101
ENFORCEABILITY OF CIVIL LIABILITIES	102
WHERE YOU CAN FIND ADDITIONAL INFORMATION	103
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Ordinary shares issuable by Blue Gold Limited		Up to 11,500,000 ordinary shares underlying the outstanding warrants

Ordinary shares outstanding prior to the exercise of warrants		30,818,077 ordinary shares

Ordinary shares outstanding after the exercise of warrants		42,318,077 ordinary shares, assuming the exercise of all warrants

Exercise price of Warrants		Each warrant is exercisable for one ordinary share at a price of $11.50 per share, subject to adjustment as described in the Warrant Agreement (as defined hereinafter).

Use of proceeds		We will receive an aggregate of approximately $132.3 million in proceeds from the exercise of the warrants, assuming the exercise in full of all of such warrants for cash. We expect to use the net proceeds from the exercise of the warrants for working capital and general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of the warrants. However, there is no assurance that the holders of our warrants will elect to exercise any or all of such warrants. The cash proceeds associated with the exercises of the warrants is dependent on the price of our ordinary shares inasmuch as the holders are unlikely to exercise their warrants if the exercise price thereof is less than the price of our ordinary shares at the time of exercise. In that circumstance, such holder may be less likely to exercise their warrants as such holder would be selling at a loss if they exercised their warrants and sold their ordinary shares. Accordingly, we have not included the net proceeds from any exercise of the warrants in our assessment of our liquidity and our ability to fund operations on a prospective basis. To the extent that any of the warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the warrants will decrease. See “Use of Proceeds.”

Resale of Ordinary Shares

Ordinary shares offered by the Selling Securityholders		Up to 15,411,618 ordinary shares

Ordinary shares to be outstanding before sale by Selling Securityholders		30,818,077 ordinary shares, excluding ordinary shares which may be issued upon exercise of the outstanding warrants

Ordinary shares to be outstanding after sale by Selling Securityholders		46,229,695 ordinary shares, excluding ordinary shares which may be issued upon exercise of the outstanding warrants

Use of proceeds		All proceeds from the sale of the ordinary shares offered by the Selling Securityholders will be for the accounts of the Selling Securityholders. 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

Lock-up Restrictions		The Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”) subject certain ordinary shares issued in connection with the Business Combination to lock-up restrictions (such ordinary shares, the “Restricted Shares”). As detailed in the Memorandum and Articles of Association, Restricted Shares are comprised of the ordinary shares issued in the Business Combination, excluding ordinary shares which were (i) issued to holders of shares of Perception that were not redeemed in the Business Combination; and (ii) previously Restricted Shares that have been released from the lock-up restrictions in accordance with the Memorandum and Articles of Association. Initially, 5% of the Restricted Shares were released from lock-up upon the registration of the ordinary shares issued in the Business Combination. Thereafter, in accordance with the Memorandum and Articles of Association, an additional 5% of the Restricted Shares shall be released from lock-up on each monthly anniversary of the registration of the ordinary shares issued in the Business Combination; provided that in such month the volume weighted-average trading price of the ordinary shares is greater than $10.00 per ordinary share for at least twenty out of the applicable number of trading days in that month. All Restricted Shares that have not previously been released from lock-up will be released from lock-up on the earlier of (i) the volume weighted-average trading price of the ordinary shares on the principal national securities exchange on which the ordinary shares are listed exceeding $20.00 per ordinary share for at least sixty out of any ninety day period; (ii) the second anniversary of the consummation of the Business Combination and (iii) the directors resolving to release such Restricted Shares from lock-up restrictions in their discretion. Each release of Restricted Shares pursuant to any of the foregoing provisions shall apply on a pro rata basis to all holders of Restricted Shares (determined by reference to the number of Restricted Shares held by each such holder relative to the total number of Restricted Shares held by all such holders). Additionally, the directors shall have the power, at any time and from time to time, to release from lock-up Restricted Shares held by one or more shareholders in their sole and absolute discretion.

		The ordinary shares held by directors, officers and affiliates of the Company are subject to the lock-up restrictions under the Memorandum and Articles of Association and cannot be sold or transferred until such ordinary shares are unlocked by the Company.

	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

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

	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

	For the year ended December 31, 2024			For the period from November 9, 2023 (inception) to December 31, 2023
Operating Expenses	$	2,111,753		$	333,781
General and Administrative Expenses		1,682,391			--
Merger and Acquisition Expenses		6,252,438			--
Plant Costs		1,037,000			--
Accretion of asset retirement obligation		41,768			--
Depreciation		--			897
Start-up costs
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		6.1	%
Andrew Cavaghan⁽³⁾		7,084,229		23.0	%
Mark Green⁽⁴⁾		5,442,893		17.7	%
Blue Gold Holdings Limited⁽⁵⁾		2,200,000		7.1	%
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		8.6	%
Directors, Executive Officers and Subsidiaries
Andrew Cavaghan⁽³⁾		7,084,229		23.0	%
Daniel Owiredu⁽⁸⁾		313,109		1.0	%
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		7.1	%
All Directors and Executive Officers as a Group (7 Persons)		11,171,821		36.3	%

Selling Securityholders	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		3.2	%		995,484		—		*
BCMP Services Limited⁽²⁾		1,225,000		4.0	%		1,225,000		—		*
Blue Gold Holdings Limited⁽³⁾		2,200,000		7.1	%		350,000		1,850,000		4.0	%
Blue 4D Limited⁽⁴⁾		42,070		*			42,070		—		*
Bonaventura Industries Inc^.(5)		160,000		*			160,000		—		*
Cheryl Edward⁽⁶⁾		33,104		*			33,104		—		*
Cibreo Partners LLC⁽⁷⁾		434,689		1.4	%		434,689		—		*
Daniel Owiredu		113,109		*			113,109		—		*
David Edward		754,620		2.4	%		754,620		—		*
Elizabeth Cavaghan⁽⁸⁾		1,738		*			1,738		—		*
Loeb & Loeb LLP⁽⁹⁾		2,000,000		6.5	%		2,000,000		—		*
Mark Green⁽¹⁰⁾		4,217,893		13.7	%		4,217,893		—		*
Pegasus Capital Holdings Limited⁽¹¹⁾		6,780		*			6,780		—		*
Pegasus Capital Limited⁽¹²⁾		2,656,965		8.6	%		2,656,965		—		*
Perception Capital Partners IV LLC⁽¹³⁾		2,183,062		7.1	%		2,183,062		—		*
John Glen⁽¹⁴⁾		6,124		*			6,124		—		*
Andrew Hayes⁽¹⁵⁾		1,275		*			1,275		—		*
Stephen Hawkins⁽¹⁶⁾		6,373		*			6,373		—		*
Michael Burt⁽¹⁷⁾		6,362		*			6,362		—		*
Flip Flop Investments Limited⁽¹⁸⁾		63,809		*			63,809		—		*
Catharine Moira Archer⁽¹⁹⁾		1,920		*			1,920		—		*
Samuel Mackney⁽²⁰⁾		766		*			766		—		*
Adrian Townson⁽²¹⁾		766		*			766		—		*
Joseph Hayes⁽²²⁾		640		*			640		—		*
Laura Hayes⁽²³⁾		768		*			768		—		*
Nicola Baldock⁽²⁴⁾		2,337		*			2,337		—		*
Mark Baldock⁽²⁵⁾		2,337		*			2,337		—		*
William Godley⁽²⁶⁾		1,280		*			1,280		—		*
David Jones⁽²⁷⁾		1,914		*			1,914		—		*
James Gilchrist⁽²⁸⁾		6,365		*			6,365		—		*
Elliot Lyes⁽²⁹⁾		1,277		*			1,277		—		*
Michael Archer⁽³⁰⁾		2,808		*			2,808		—		*
Sarah Archer-Edward⁽³¹⁾		2,555		*			2,555		—		*
Dominic Elgood⁽³²⁾		2,554		*			2,554		—		*
Alexander Spencer-Todd⁽³³⁾		1,787		*			1,787		—		*
Vijayen Mudalli⁽³⁴⁾		2,032		*			2,032		—		*
Helen Townson⁽³⁵⁾		768		*			768		—		*
Stephen Pell⁽³⁶⁾		1,533		*			1,533		—		*
James Heslop⁽³⁷⁾		638		*			638		—		*
Natalie King⁽³⁸⁾		639		*			639		—		*
Bramble Estates Limited⁽³⁹⁾		2,558		*			2,558		—		*
Richard Timothy Moulding⁽⁴⁰⁾		4,345		*			4,345		—		*

	●	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 Memorandum and Articles of Association, 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	$	66,229.45
Legal fees and expenses		100,000
Accounting fees and expenses		30,000
Printing expenses		10,000
Total		206,229.45

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		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 (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	)

	December 31, 2024			December 31, 2023

Assets
Current assets
Cash	$	170,557		$	—
Prepaid expenses and other current assets		259,854			83,991
Other receivables		2,262			—
Total current assets		432,673			83,991
Property, plant and equipment, net		2,913,509			—
Mineral rights		30,100,000			—
Total assets		33,446,182			83,991

Liabilities
Current liabilities
Accounts payable	$	1,847,858		$	—
Accounts payable- related party, net		2,101,113			—
Accrued expenses and other current liabilities		936,289			—
Advances payable		648,000			—
Related party loan		—			418,669
Convertible notes payable		2,472,848			—
Total current liabilities		8,006,108			418,669
Royalty obligation		2,700,000			—
Contingent consideration liability		17,100,000			—
Asset retirement obligation		13,937,000			—
Total liabilities		41,743,108			418,669
Commitments and contingencies (Note 15)

Stockholders’ deficit
Stockholders’ equity deficit
Common stock, $0.00000000001 par value; 200,000,000 authorized and 108,746,245 issued and outstanding		—			—
Additional paid in capital		3,717,941			—
Accumulated deficit		(11,972,315	)		(334,678	)
Accumulated other comprehensive loss		(42,552	)		—
Total stockholders’ deficit		(8,296,926	)		(334,678	)
Total liabilities and stockholders’ deficit	$	33,446,182		$	83,991