Blue Gold Ltd-A美股招股说明书(2025-09-19版)

Primary offering of up to 11,500,000 ordinary shares issuable upon the exercise of warrants Secondary offering of up to 15,411,618 ordinary shares offered by the Selling Shareholders This Prospectus relates to the issuance by us of up to an aggregate of 11,500,000 Class A ordinary shares, par value $0.0001 per share,herein referred to as “ordinary shares,” of Blue Gold Limited, a Cayman Islands exempted company limited by shares (“Blue GoldLimited”), issuable upon the exercise of 11,500,000 warrants, herein referred to as “warrants.” The warrants are exercisable forordinary shares at an exercise price of $11.50. The warrants were issued on the closing date of the Business Combination (definedbelow) in exchange for the warrants of Perception Capital Corp. IV, a Cayman Islands exempted company limited by shares, formerlyknown as RCF Acquisition Corp. (“Perception”), that were underlying the units of Perception, each of which was comprised of oneClass A ordinary share of Perception and one-half of one redeemable warrant of Perception, sold in Perception’s initial public offering,in addition to warrants offered by Perception in a private placement. Perception initially issued 11,500,000 warrants, which wereexchanged on a one-for-one basis for warrants to purchase ordinary shares of Blue Gold Limited. As of the date of this Prospectus,11,500,000 warrants remain outstanding. We will receive approximately $132.3 million in aggregate proceeds from the exercise of thewarrants, assuming the exercise in full of all of the warrants. There is no assurance that the holders of the warrants will elect to exercise any or all of such warrants. The exercise price of thewarrants is $11.50 per share. The likelihood that warrant holders will exercise the warrants, and therefore the amount of cash proceedsthat we would receive, is dependent upon the trading price of our ordinary shares. If the trading price for our ordinary shares is lessthan $11.50 per share, we believe holders of the warrants will be unlikely to exercise their warrants. There is no guarantee that thewarrants will be in the money prior to their expiration, and as such, the warrants may expire worthless and we may receive noproceeds from the exercise of the warrants. To the extent that any of the warrants are exercised on a “cashless basis,” the amount ofcash we would receive from the exercise of the warrants will decrease. We do not expect to rely on the cash exercise of warrants tofund our operations. Instead, we intend to rely on our primary sources of cash discussed elsewhere in this Prospectus to continue tosupport our operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidityand Capital Resources” for additional information. In addition, this Prospectus relates to the resale from time to time of our ordinary shares. The Selling Shareholders identified in thisProspectus are offering 15,411,618 ordinary shares. The Selling Shareholders may, from time to time, sell the ordinary shares offeredby them described in this Prospectus. We will not receive any proceeds from the sale of ordinary shares by the Selling Shareholders.We will bear all costs, expenses and fees in connection with the registration of the Selling Shareholder’s ordinary shares underlying thewarrants. The Selling Shareholders will pay any underwriting discounts and commissions and expenses incurred by the SellingShareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholders in disposingof their ordinary shares. On June 25, 2025 (the “Closing Date”), Blue Gold Limited consummated the previously announced business combination (the“Business Combination”) pursuant to the Second Amended and Restated Business Combination Agreement, dated as of June 12, 2024(as amended and restated, the “BCA”), and further amended on November 7, 2024, January 8, 2025, March 28, 2025, April 30, 2025,May 8, 2025, and June 10, 2025 by and among Blue Gold Limited, Perception and Blue Gold Holdings Limited (“BGHL”). Thefollowing transactions occurred pursuant to the terms of the BCA to effectuate the Business Combination: ●Blue Gold Limited formed Blue Merger Sub, an exempted company incorporated under the laws of the Cayman Islands(“Blue Merger Sub”), for the purposes of effectuating the Business Combination;●Perception merged with and into its wholly-owned subsidiary, Blue Gold Limited, with Blue Gold Limited being thesurviving entity (the “Perception Reorganization”);●Blue Cayman 1, an exempted company incorporated under the laws of the Cayman Islands (“BC1”), acquired the entirety ofthe BGHL Shares;●BC1 transferred the entire undertaking of BC1, including the entire share capital of BGHL to Blue Cayman 2, an exemptedcompany incorporated under the laws of the Cayman Islands (“BC2”). The name of Blue Cayman 2 was changed to BlueGold (Cayman) Limited;●BC1 transferred the entire undertaking of BC1, includin