Welcome to our dedicated page for Blue Gold SEC filings (Ticker: BGL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Blue Gold Limited (Nasdaq: BGL) files reports with the U.S. Securities and Exchange Commission as a foreign private issuer, primarily on Form 20-F and Form 6-K. This SEC filings page allows users to review the company’s regulatory disclosures, which describe its activities as a next-generation gold development and technology company focused on gold-related financial and technology operations and the acquisition and aggregation of high-potential mining assets.
In its Form 6-K filings, Blue Gold has reported a range of material agreements and corporate events. These include a loan agreement that provides for a loan facility intended to fund the restart of the Bogoso and Prestea mine in Ghana, subject to conditions such as resolution of a dispute with the Government of Ghana, and an amendment to that loan agreement. The company has also disclosed a securities purchase agreement involving senior convertible notes and warrants, detailing terms such as maturity, interest rate, conversion price, warrant exercise price, and related covenants and events of default.
Other filings cover the definitive Agreement for the Purchase of the Mampon Gold and Copper Mining Lease in Ghana’s Ashanti Gold Belt, including the structure of consideration in ordinary shares and potential additional share issuance based on volume-weighted average price conditions. Blue Gold has also furnished unaudited condensed consolidated interim financial statements and related management’s discussion and analysis, as well as information about changes in its independent registered public accounting firms.
Through this page, users can access Blue Gold’s SEC submissions, including exhibits such as loan agreements, purchase agreements, notes, warrants, financial statements, and auditor correspondence. Stock Titan’s platform associates these filings with AI-powered tools that summarize key terms, highlight material covenants, and help users quickly understand items such as loan facilities, convertible instruments, mining asset purchase agreements, and auditor changes disclosed by Blue Gold in its official filings.
Blue Gold Limited registers the resale of up to 10,164,302 Class A ordinary shares for a selling shareholder (3i), combining 51,862 shares remaining from a prior registration with 10,112,440 additional shares tied to amended convertible notes and related instruments. The filing is a Form F-1 prospectus for a secondary resale offering and updates prior registration No. 333-290528.
The prospectus also discloses recent financing and capital actions: exchange agreements that converted $2,820,749 of indebtedness into ordinary shares, a new $4,000,000 drawdown facility maturing May 5, 2027 with a $1.00 per-share mandatory conversion feature, and a dilutive issuance notice to 3i that may reduce convertible-note conversion prices per anti-dilution mechanics. The company states it will receive no proceeds from the selling shareholder resale and reports a 2025 net loss of $21,909,914 and cash of $679,442 as of December 31, 2025.
Blue Gold Limited converted existing debt into equity and arranged new financing. On May 5, 2026, it exchanged $2,042,132 of indebtedness for 2,042,132 Class A ordinary shares and $778,617 for 778,617 shares, using a Section 3(a)(9) exemption with no commissions.
The company also agreed to file resale registration statements for these shares within 60 days. Concurrently, it entered a new drawdown facility of up to $4,000,000 at 10% annual interest, maturing May 5, 2027, with a lender option to convert amounts into Class A shares at $1.00 per share.
Blue Gold issued a dilutive issuance notice to 3i, LP, triggering anti-dilution adjustments on existing senior convertible notes so their conversion price becomes the lower of 93% of the three‑day VWAP (but not below $0.50) or $1.00, as adjusted for corporate actions.
Blue Gold Ltd executive Gomes Gustavo, the company’s COO & EVP Mining, has filed an initial Form 3 as an officer of the company. This filing reports his status as an insider but does not list any specific shareholdings or recent transactions in Blue Gold Ltd securities.
Blue Gold Ltd filed an initial ownership report for its Chief Legal Officer. The Form 3 identifies Daniel Driscoll as an officer of Blue Gold Ltd in the role of Chief Legal Officer. The filing does not report any stock or option transactions and serves only to establish his status as an insider for future ownership and trading disclosures.
Blue Gold Limited filed its annual Form 20-F, outlining a June 2025 business combination that left it listed on Nasdaq under “BGL” and “BGLWW.” As of December 31, 2025, it had 34,677,492 Class A shares, 11,500,000 public warrants and 215,299 private warrants outstanding.
The report highlights a going concern warning: a 2025 operating loss of about $16.4 million, negative operating cash flow of about $10.6 million, cash of about $0.7 million and a net working capital deficit of about $12.3 million. Management states current plans do not alleviate substantial doubt about continuing as a going concern.
Key risks include halted operations at the Bogoso Prestea Mine in Ghana due to a lease termination dispute and interim management committee, ongoing shareholder litigation, dependence on a $25 million advance payment facility for mine development, exposure to volatile gold prices, and execution risk around launching a gold-backed digital token, the Standard Gold Coin, and its digital interface.
Blue Gold Limited has overhauled CEO Andrew Cavaghan’s pay, replacing cash with equity. The board approved an amended employment agreement and granted a total of 2,447,500 Class A ordinary shares under the 2025 Equity Incentive Plan, in lieu of previously approved cash and stock-based compensation.
The package includes 2,290,000 restricted shares with time-based and performance-based vesting and 157,500 unrestricted shares for past service. Cavaghan’s cash compensation is reduced to $1 per year, effective retroactively from January 1, 2026. A related press release highlights that he is forgoing about $2.25 million in annual cash and incentive pay for a long-term equity package with a current value of less than $3 million, largely tied to multi-year vesting and share price appreciation targets through December 31, 2029.
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.
Cavaghan Andrew reported acquisition or exercise transactions in this Form 4 filing.
Blue Gold Ltd CEO and director Cavaghan Andrew reported equity compensation awards in Class A ordinary shares. On April 2, 2026, he received three grants: 157,500 fully vested shares, 890,000 time-based restricted shares, and 1,400,000 performance-based restricted shares, all at $0.00 per share.
The time-based restricted shares vest daily across financial years 2026–2029, while the performance-based awards vest in tranches tied to volume-weighted average price hurdles of $15 and $35. The filing also lists additional direct and indirect holdings through entities such as Pegasus Capital Limited, Pegasus Capital Holdings Limited, Blue Gold Holdings Limited, and his spouse.
Blue Gold Limited reported results of a virtual extraordinary general meeting and a new financing arrangement. Shareholders approved the 2025 Equity Incentive Plan, with 21,028,399 votes for and 4,186,261 against, representing strong support. They also approved an amendment to the company’s amended and restated articles of association, passing as a special resolution.
The company entered into a Facility Agreement with Kaela Ritchie, providing a drawdown loan facility of up to $2,000,000. The facility is available for six months with a maximum weekly drawdown of $500,000, carries 10% annual interest on drawn amounts, and matures on March 26, 2027. The company may repay early without premium or penalty.
Blue Gold Ltd major shareholder Andrew Cavaghan updates his ownership disclosure on Schedule 13D/A, reporting beneficial ownership of 3,984,229 Class A ordinary shares, or about 11.3% of the company’s outstanding shares based on 35,147,712 shares as of February 4, 2026.
The filing details holdings and voting power spread across entities he controls or is associated with, including Pegasus Capital Limited, Pegasus Capital Holdings Limited, Blue Gold Holdings Ltd, BCMP Services Limited, and his spouse, Elizabeth Cavaghan. It also records recent share sales by Pegasus Capital Limited in early March 2026 under a Rule 10b5-1 trading plan and notes that Cavaghan resigned from BCMP Services in October 2025, after which later BCMP share sales did not affect his beneficial ownership.