| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Blue Gold Ltd [ BGL ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A ordinary shares | 754,620 | D | |
| Class A ordinary shares | 42,070 | I | By Blue 4D Ltd., the Reporting Person's corporation.(1) |
| Class A ordinary shares | 83,198 | I | By Blue Perception Capital LLP.(2) |
| Class A ordinary shares | 33,104 | I | By Spouse. |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option | (3) | 12/26/2026 | Class A ordinary shares | 19,642 | $1.2 | D | |
| Explanation of Responses: |
| 1. Reporting Person is the sole owner of Blue 4D Ltd. and as such has sole voting and dispositive power with respect to such shares. |
| 2. Reporting Person has beneficial ownership of 83,198 Class A Ordinary Shares held by Blue Perception Capital LLP ("BPCLLP"). Such Class A Ordinary Shares are Restricted Shares (as defined in the Issuer's Amended and Restated Memorandum and Articles of Association, dated June 24, 2025 (the "MAA")), and such Class A Ordinary Shares may not be transferred to the Reporting Person until such shares are Unrestricted Shares (as defined in the MAA). |
| 3. Reporting Person has beneficial ownership of 19,642 Class A ordinary shares underlying an option (the "BPC Option") to acquire Class A ordinary shares currently held by BPCLLP, a holder of the Issuer's securities, which has reserved them for distribution to the Reporting Person upon exercise of the BPC Option. Such Class A Ordinary Shares issuable to the Reporting Person upon exercise of the BPC Option will be Restricted Shares, and such Class A Ordinary Shares may not be transferred to the Reporting Person until such shares are Unrestricted Shares. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Carla Parsons, Attorney-in-Fact | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||