Business Context and Reporting Period
This Form 6-K filing by Blue Gold Limited covers the month of May 2026, with the report dated May 6, 2026. The filing details significant capital structure transactions involving the exchange of existing debt for equity and the establishment of a new credit facility.
Key Financial Metrics and Transactions
- Debt-to-Equity Exchange: The Company exchanged approximately $2.82 million in total outstanding indebtedness for Class A Ordinary Shares.
- Exchange Agreement A: $2,042,132 of debt converted into 2,042,132 shares.
- Exchange Agreement B: $778,617 of debt converted into 778,617 shares.
- New Debt Facility: Entered into a new Facility Agreement providing a loan facility of up to $4,000,000.
- Interest Rate: 10% per annum on drawn amounts.
- Drawdown Limits: Maximum aggregate drawdown of $500,000 per week.
- Maturity: May 5, 2027 (6-month availability period).
- Conversion Feature: Lender may mandate conversion of outstanding balance into shares at $1.00 per share.
- Liquidity and Cash Flow: The filing does not provide specific cash flow statements, balance sheet totals, or current liquidity positions beyond the terms of the new facility.
Material Changes and Dilutive Events
The Company delivered a dilutive issuance notice to 3i, LP regarding outstanding senior convertible notes issued in August 2025. Due to the new Facility Agreement, the conversion price for these notes is being reduced pursuant to anti-dilution provisions. The new conversion price will be the lower of (A) 93% of the lowest VWAP over the three trading days preceding the conversion notice (with a floor of $0.50) or (B) $1.00.
Outlook, Risks, and Management Commentary
- Registration Obligations: The Company must file a registration statement (Form F-1) within 60 days of May 5, 2026, to register the shares issued in the debt exchanges. A similar filing is required within 60 days of any mandatory conversion notice under the new facility.
- Exemptions: The debt-for-equity exchanges relied on Section 3(a)(9) of the Securities Act of 1933, with no commission paid.
- Risks: The new facility introduces a mandatory conversion right for the lender at a fixed price of $1.00, which could result in significant dilution if triggered. The reduction in conversion price for existing senior notes also increases potential dilution for existing noteholders.
Investor Verification Checklist
- Verify the total number of outstanding Class A Ordinary Shares post-exchange to assess immediate dilution impact.
- Confirm the current status of the $4,000,000 facility drawdowns and whether any funds have been utilized as of the filing date.
- Review the specific terms of the senior convertible notes held by 3i, LP to quantify the potential dilution from the adjusted conversion price.
- Monitor the filing of the required Form F-1 registration statement within the 60-day window to ensure compliance and future liquidity of the issued shares.