Blue Gold Ltd-A美股招股说明书(2026-01-29版)

Secondary offering of up to 34,473,089 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. 333-290527) (the“Registration Statement”), relating to the offering of up to 34,473,089 ordinary shares, including 69,419 Commitment Shares issuedpursuant to the Ordinary Share SPA and 34,403,670 shares issuable pursuant to the Ordinary Share SPA for up to an aggregatepurchase price of up to $75 million by the Selling Shareholder (each as defined below). On August 29, 2025, Blue Gold Limited (the “Company”) entered into an Ordinary Share Purchase Agreement with Tumim StoneCapital LLC (the “Ordinary Share SPA”), pursuant to which the Company may, at its option, issue and sell up to an aggregate principalamount of $75 million in ordinary shares, subject to certain conditions. In consideration for entering into the Ordinary Share SPA, onSeptember 3, 2025, the Company issued 69,419 ordinary shares (the “Commitment Shares”). Since such date and up to the date of thisprospectus supplement, the Company has issued an additional 44,919 ordinary shares pursuant to the Ordinary Share SPA. Theordinary shares may be sold and issued by the Company at a price per share equal to 0.97 multiplied by the lowest daily volume-weighted average price (VWAP) of the ordinary shares during the applicable VWAP Purchase Valuation Period (as defined in theOrdinary Share SPA), provided that the parties to the Ordinary Share SPA may mutually agree to a different price if a Form F-3 isbeing used to register the VWAP Purchase Shares (as defined below). Tumim Stone Capital LLC is referred to herein as the “SellingShareholder.” This prospectus supplement and the related prospectus, as such may be amended or supplemented from time to time (the“Prospectus”), relates to the offer and resale from time to time of up to 34,473,089 ordinary shares, including 69,419 CommitmentShares and the additional 44,919 ordinary shares issued pursuant to the Ordinary Share SPA and 34,358,751 shares issuable pursuantto the Ordinary Share SPA (the “VWAP Purchase Shares”) for up to an aggregate purchase price of up to $75 million by the SellingShareholder. 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 bear all costs, expenses and fees inconnection with the registration of the Selling Shareholder’s ordinary shares. The Selling Shareholder will pay any underwritingdiscounts and commissions and expenses incurred by the Selling Shareholder for brokerage, accounting, tax or legal services or anyother expenses incurred by the Selling Shareholder in disposing of their ordinary shares. On November 24, 2025, the parties amended the Ordinary Share SPA, to provide that at the Company’s option, the Company may sellthe VWAP Purchase Shares either (i) at a price per share equal to (x) 0.95, multiplied by (y) the lower of (A) the Closing Sale Price onthe applicable Trading Day and (B) the VWAP on the applicable Trading Day during a one- (1-) day VWAP Purchase Valuation Period(as defined in the Ordinary Share SPA) or (ii) at a price per share equal to (x) 0.97, multiplied by (y) the lowest VWAP of the ordinaryshares during a three- (3-) day VWAP Purchase Valuation Period. Additionally, the VWAP Purchase Maximum Amount (as defined in the Ordinary Shares SPA) was amended to provide that theCompany’s right to direct Tumim Stone Capital LLC to purchase ordinary shares under the Ordinary Share SPA shall be limited to theamount of shares equal to the lower of: (i) the product (rounded up or down to the nearest whole number) obtained by multiplying (A)the daily trading volume in the ordinary shares on the Trading Market (or Eligible Market, as applicable) on the applicable VWAPPurchase Exercise Date for such VWAP Purchase by (B) 0.20; and (ii) the quotient obtained by dividing (A) $2,000,000, by (B) theVWAP on the VWAP Purchase Exercise Date, and (b) respect to a VWAP Purchase made pursuant to Section 3.1 where the VWAPPurchase Valuation Period consists of three (3) Trading Days, such number of Ordinary Shares equal to the lower of (i) the product(rounded up or down to the nearest whole number) obtained by multiplying (A) the daily trading volume in the Ordinary Shares on theTrading Market (or Eligible Market, as applicable) on the applicable VWAP Purchase Exercise Date for such VWAP Purchase by (B)0.40; and (ii) the quotient obtained by dividing (A) $3,000,000, by (B) the VWAP on the VWAP Purchase Exercise Date (in each caseto be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similartransaction during the applicable