Blue Gold Ltd-A美股招股说明书(2026-01-27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 andresale from time to time of up to 150,709 ordinary shares underlying the warrants (the “Initial Exercise Shares”) and 64,590 ordinaryshares issuable upon the exercise of the warrants (the “Additional Exercise Shares” and, together with the Initial Exercise Shares, the“Exercise Shares”). 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,referred to herein as “ordinary shares.” The warrants are exercisable for ordinary shares at an exercise price of $16.88. The seniorconvertible notes are convertible for ordinary shares at a conversion price of $13.51 per share, subject to adjustment as describedtherein. 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 convertiblenote in the principal amount of $1,630,435 at an 8% discount and (ii) 64,590 additional warrants, all for an aggregate purchase price of$1,500,000. 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)holds any Pre-Delivery Shares as of the date that all senior convertible notes issued pursuant to the August Note SPA are no longeroutstanding (whether following the conversion or redemption, as applicable, of such senior convertible notes), 3i is obligated topromptly return any such Pre-Delivery Shares to the Company for cancellation. 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 thelowest volume-weighted average price (“VWAP”) for the five (5) Trading-Day period prior to the date of the Holder’s applicableconversion notice. On January 23, 2026, the Company entered into the Omnibus Amendment (as defined below) to amend the August Note SPA and thenotes and warrants issued pursuant to the August Note SPA. See the section titled “Omnibus Amendment to the Securities PurchaseAgreement, Senior Convertible Notes and Warrants.” 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 thesenior convertible note with 3i) pursuant to the terms of the senior convertible note. 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, consist