Blue Gold Ltd-A美股招股说明书(2026-08-05版)

This Prospectus Supplement updates, amends and supplements the prospectus dated May 28, 2026 (the “Original Prospectus”),contained in our Post-Effective Amendment No. 2 to our Registration Statement on Form F-1, effective as of May 28, 2026(Registration No. 333-295618) (the “Registration Statement”), relating to the resale, from time to time, by 3i, LP (“3i” or the “SellingShareholder”), as a selling shareholder, of up to an aggregate of 9,700,352 shares of Class A ordinary shares, par value $0.0001 pershare, of Blue Gold Limited, a Cayman Islands exempted company limited by shares (the “Company”), referred to herein as “Class Aordinary shares,” comprised of (i) 51,862 Class A ordinary shares underlying the Initial Senior Convertible Notes remaining unsoldfrom the Initial Registration Statement (as defined below), (ii) 6,588,969 additional Class A ordinary shares underlying the InitialSenior Convertible Notes as a result of the Omnibus Amendment (as defined below), and (iii) 3,059,521 Class A ordinary sharesunderlying the January Note. The Registration Statement of which this combined Prospectus Supplement forms a part, together with this Prospectus Supplementand the Original Prospectus, as such may be amended or supplemented from time to time (collectively, the “Registration Statement”),relate to the offer and resale from time to time of up to 9,648,490 Class A ordinary shares, consisting of 6,588,969 additional Class Aordinary shares underlying the Initial Senior Convertible Notes (as defined below) as a result of the Omnibus Amendment, and3,059,521 Class A ordinary shares underlying the January Note. In addition, pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), this combined ProspectusSupplement and Original Prospectus constitute supplements to, and form a part of, Registration Statement No. 333-290528 (the“Initial Registration Statement”). The Initial Registration Statement registered the resale of up to 1,215,299 Class A ordinary shares, ofwhich 51,862 remain unsold as of the date of this combined Prospectus Supplement. The Selling Shareholder may, from time to time, sell the Class A ordinary shares offered by them described in the Original Prospectus.We will not receive any proceeds from the sale of Class A ordinary shares by the Selling Shareholder. See “Use of Proceeds” foradditional information. We will bear all costs, expenses and fees in connection with the registration of the Selling Shareholder’s ClassA ordinary shares. The Selling Shareholder will pay any underwriting discounts and commissions and expenses incurred by the SellingShareholder for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Shareholder in disposing oftheir Class A ordinary shares. Our Class A ordinary shares are listed on The Nasdaq Global Market under the symbol “BGL” and our warrants are listed on TheNasdaq Capital Market under the symbol “BGLWW.” On July 29, 2026 the closing price of our Class A ordinary shares was $0.21 pershare and the closing price of our warrants was $0.05. Our securities have recently experienced extreme volatility in price and tradingvolume. From June 26, 2025, the first day of trading, to July 29, 2026, the closing price of our Class A ordinary shares ranged from aslow as $0.20 to as high as $133.00 and daily trading volume ranged from 30,900 to 29,059,500 Class A ordinary shares. Likewise,during the same period, the closing price of our warrants ranged from as low as $0.04 to as high as $0.75 and daily trading volumeranged from 0 to 1,803,071 warrants. During this time, we have not experienced any material changes in our financial condition orresults of operations that would explain such price volatility or trading volume. See “Risk Factors — Risks Related to the Ownershipof Our Securities — The price of the Blue Gold Limited Class A ordinary shares may fluctuate significantly, which could negativelyaffect Blue Gold Limited and holders of its Class A ordinary shares.” This Prospectus Supplement should be read in conjunction with the Original Prospectus and the Registration Statement, and isqualified by reference to the Original Prospectus and the Registration Statement, except to the extent that the information presentedherein supersedes the information contained in the Original Prospectus or the Registration Statement. This Prospectus Supplement isnot complete without, and may only be delivered or used in connection with, the Original Prospectus, including any amendments orsupplements thereto. We may amend or supplement this Prospectus Supplement from time to time by filing amendments orsupplements as required. You should read this entire Prospectus Supplement and Original Prospectus and any amendments orsupplements carefully before you make your investment decision. We are an “emerging growth company” as defined under federal securities laws and, as such, have elected to comply with certainreduced public com