SCHEDULE: Blue Gold Ltd. Insiders Disclose 13% Stake Following Business Combination

Andrew Cavaghan, CEO, and affiliated entities have reported a collective beneficial ownership of approximately 13% of Blue Gold Ltd.'s Ordinary Shares after the company became publicly-reporting through a recent business combination.

Summary

• Andrew Cavaghan, the Chief Executive Officer and a board member of Blue Gold Ltd., along with his spouse Elizabeth Cavaghan, BCMP Services Ltd., Pegasus Capital Limited, and Pegasus Capital Holdings Limited, collectively hold beneficial ownership of 3,971,493 Ordinary Shares in Blue Gold Ltd.
• This aggregate ownership represents approximately 13% of the Issuer's 30,571,764 Ordinary Shares outstanding as of June 25, 2025.
• The shares were acquired on June 25, 2025, in connection with a business combination pursuant to the Second Amended and Restated Business Combination Agreement, which had been amended multiple times.
• The business combination involved Perception Capital Corp. IV merging with and into Blue Gold Ltd., resulting in Blue Gold Ltd. becoming a publicly-reporting company.
• Shares were primarily obtained through the exchange of shares held in a trust established for the benefit of former shareholders of Future Global Resources (FGR) and shareholders of Blue Gold Holdings Limited (BGHL) for Ordinary Shares of the Issuer.
• FGR is identified as the former leaseholder of certain mining assets, including the Bogoso Prestea gold mine in Ghana, which is currently leased to BGHL, a subsidiary of Blue Gold Ltd.
• BCMP Services acquired Preference shares in Perception Capital Corp. IV using funds from providing services to FGR, which were subsequently converted into options to purchase Ordinary Shares in Blue Gold Ltd. at an exercise price of $0.06 per share.
• The Reporting Persons state that their purpose for acquiring the Ordinary Shares is for investment purposes and confirm no agreement to act together for the purpose of acquiring, holding, voting, or disposing of the shares.

Sentiment

Score: 7

Explanation: The filing indicates a significant stake by key insiders and affiliated entities, which can be seen as a positive sign of confidence. The completion of the business combination and becoming a publicly-reporting company are also positive structural developments. However, as a 13D, it does not contain operational or financial performance data, so the sentiment is based purely on the ownership structure and corporate actions disclosed.

Positives

• Key management and affiliated entities demonstrate significant investment in the company, holding a combined 13% stake, which can signal confidence in the company's future.
• The completion of the business combination has made Blue Gold Ltd. a publicly-reporting company, potentially increasing transparency, liquidity, and access to capital markets.
• The company, through its subsidiary BGHL, has secured the lease for the Bogoso Prestea gold mine in Ghana, indicating a clear asset base in a significant gold-producing region.

Future Outlook

The filing indicates that the Reporting Persons acquired the Ordinary Shares for investment purposes, suggesting a long-term interest in the Issuer's performance. The completion of the business combination positions Blue Gold Ltd. as a publicly-reporting company, which may facilitate future growth and capital market activities.

Management Comments

• "The Reporting Persons purchased the Ordinary Shares for investment purposes."
• "The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the Ordinary Shares reported herein."
• "Mr. Cavaghan disclaims beneficial ownership over 1,325 shares held by Ms. Elizabeth Cavaghan, his spouse, over which he does not have voting or investment control."

Industry Context

This filing relates to Blue Gold Ltd., a company involved in the energy and mining sector, specifically with an interest in gold mining assets in Ghana. The business combination and subsequent public reporting status align with a broader industry trend of private entities seeking public market access for capital and liquidity, particularly in resource-intensive industries like mining. The focus on the Ashanti gold belt suggests a strategic interest in a historically significant gold-producing region.

Legal Proceedings

• No Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• No Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction in the last five years that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• Andrew Cavaghan is a 50% shareholder and director of BCMP Services Ltd., the sole shareholder of Pegasus Capital Limited, and a 50% shareholder of Pegasus Capital Holdings Limited.
• Elizabeth Cavaghan is Andrew Cavaghan's spouse and a 50% shareholder of Pegasus Capital Holdings Limited.
• BCMP Services provides management services to Blue International Holdings group, which was co-founded by Mr. Cavaghan.
• Pegasus Capital Limited acquired shares by converting a loan to a member of the Blue International Holdings group.
• Shares were received by Andrew Cavaghan, Elizabeth Cavaghan, and Pegasus Capital through a trust established for the benefit of former shareholders of Future Global Resources (FGR) and shareholders of Blue Gold Holdings Limited (BGHL), entities related to the Issuer's mining assets.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding significant insider ownership, which can influence investor confidence. The company becoming publicly-reporting may increase liquidity and access for shareholders.
• Creditors: Pegasus Capital Limited's acquisition of shares through the conversion of a loan to a related entity suggests a restructuring of debt into equity, which could impact creditors of that specific loan.

Key Dates

Keywords

Blue Gold Ltd., Schedule 13D, Beneficial Ownership, Andrew Cavaghan, Business Combination, SEC Filing, Ordinary Shares, Mining, Ghana, Bogoso Prestea gold mine, Perception Capital Corp. IV, Future Global Resources, Blue Gold Holdings Limited, Investment