蓝色黄金有限公司-美国股市招股说明书（2025-12-04版）

Secondary offering of up to 1,215,299 ordinary shares offered by the Selling Shareholder This prospectus supplement updates, amends and supplements the prospectus dated November 10, 2025 (the “Original Prospectus”),contained in our Registration Statement on Form F-1, effective as of November 10, 2025 (Registration No. 333-290528) (the“Registration Statement”), relating to the offering of up to 1,000,000 ordinary shares, consisting of the Pre-Delivery Shares, whichamount is inclusive of the 301,419 ordinary shares underlying the senior convertible note (the “Initial Conversion Shares”) and129,179 ordinary shares issuable upon the conversion of the remaining senior convertible note (the “Additional Conversion Shares”and, together with the Initial Conversion Shares, the “Conversion Shares”). In addition, the Original Prospectus related to the offer and On August 29, 2025, Blue Gold Limited, a Cayman Islands exempted company limited by shares (the “Company”), entered into aSecurities Purchase Agreement (the “August Note SPA”) with 3i, LP (“3i”) authorizing a new series of senior convertible notes, in theaggregate principal amount of up to $5,434,783, referred to herein as the “senior convertible notes,” and warrants, referred to herein asthe “warrants,” to purchase up to an aggregate of 215,299 Class A ordinary shares, par value $0.0001 per share, of the Company, On September 3, 2025, the Company issued the following to 3i pursuant to the August Note SPA: (i) a senior convertible note in theprincipal amount of $3,804,348 (at an original issue discount of 8%) and (ii) a warrant to purchase up to 150,709 ordinary shares allfor an aggregate purchase price of $3,500,000). On November 12, 2025, the Company issued to 3i (i) an additional senior convertible In addition, pursuant to the August Note SPA, 3i may receive up to an aggregate of 1,000,000 Pre-Delivery Shares (as defined in theAugust Note SPA) at any time upon notice to the Company. If the Company is required to deliver ordinary shares to 3i, whether uponconversion of the senior convertible notes or otherwise, any Pre-Delivery Shares held by 3i (or its designee) at such time shall apply,on a share for share basis, as available, against each ordinary share required to then be delivered. In the event that 3i (or its designees) On December 1, 2025, the Company entered into a Letter Agreement with 3i pursuant to which the Company and 3i agreed that, inlieu of the payment in cash of the first installment amount of $1,017,663.09 (the “First Installment”) due on December 3, 2025, 3i willhave the right to convert the entire First Installment, or any portion thereof, at its option, at a conversion price equal to 93% of the The Class A ordinary shares issuable by the Company at 3i’s option shall be issued from the Pre-Delivery Shares registered under theOriginal Prospectus, as supplemented by this prospectus supplement (together, the “Prospectus”), and the registration statement onForm F-1 (File No. 333-290528) (the “Registration Statement”) to which it relates and shall become Delivery Shares (as defined in the See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments” for additionalinformation. 3i is also referred to herein as the “Selling Shareholder.” This Prospectus, relates to the offer and resale from time to time of up to 1,000,000 ordinary shares, consisting of the Pre-DeliveryShares, which amount is inclusive of the Conversion Shares. In addition, this Prospectus relates to the offer and resale from time to There is no assurance that the holder of the warrants will elect to exercise any or all of such warrants. The exercise price of thewarrants is $16.88 per share. The likelihood that the warrant holder will exercise the warrants, and therefore the amount of cashproceeds that we would receive, is dependent upon the trading price of our ordinary shares. If the trading price for our ordinary sharesis less than $16.88 per share, we believe the holder of the warrants will be unlikely to exercise their warrants. There is no guaranteethat the warrants will be in the money prior to their expiration, and as such, the warrants may expire worthless and we may receive no The Selling Shareholder may, from time to time, sell the ordinary shares offered by them described in this Prospectus. We will notreceive any proceeds from the sale of ordinary shares by the Selling Shareholder. We will receive an aggregate of approximately $3.6million in proceeds from the exercise of the warrants, assuming the exercise in full of all of such warrants for cash. We received$1,500,000 for the sale and issuance of the additional senior convertible note in the principal amount of $1,630,435 at an 8% discountand for the 64,590 additional warrants. We expect to use the net proceeds from the sale and issuance of the additional seniorconvertible note and warrants and the exercise of warrants for general corporate purposes. See “Us