SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cavaghan Andrew

(Last)

(First)

(Middle)

C/O BLUE GOLD LIMITED

94 SOLARIS AVENUE

(Street)

CAMANA BAY

KYI-1108

(City)

(State)

(Zip)

CAYMAN ISLANDS

(Country)

2. Issuer Name and Ticker or Trading Symbol
Blue Gold Ltd [ BGL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Director

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A ordinary shares								2,631,965	I	By Pegasus Capital Limited, the Reporting Person's corporation.⁽¹⁾
Class A ordinary shares								6,780	I	By Pegasus Capital Holdings Limited, the Reporting Person's corporation.⁽²⁾
Class A ordinary shares								350,000	I	By Blue Gold Holdings Limited, the Reporting Person's corporation.⁽³⁾
Class A ordinary shares								1,738	I	By Spouse.
Class A ordinary shares								995,484	D
Class A ordinary shares	04/02/2026		A		157,500⁽⁴⁾	A	$0	157,500	D
Class A ordinary shares	04/02/2026		A		890,000⁽⁵⁾	A	$0	890,000	D
Class A ordinary shares	04/02/2026		A		1,400,000⁽⁶⁾	A	$0	1,400,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reporting Person is the sole owner of Pegasus Capital Limited and as such has sole voting and dispositive power with respect to such shares.

2. 6,780 shares of the Company's Class A Ordinary Shares are owned by Pegasus Capital Holdings Limited, or PCHL. The Reporting Person is a 50% shareholder of PCHL, and, as such, has voting and dispositive power over such shares.

3. Reporting Person is the sole director of Blue Gold Holdings Limited, or BGHL, and as such is deemed to have beneficial ownership of the 350,000 Class A ordinary shares held by BGHL.

4. Represents fully vested Class A Ordinary Shares granted to the Reporting Person pursuant to the Issuer's 2025 Equity Incentive Plan (the "Plan").

5. Represents restricted Class A Ordinary Shares (the "Restricted Shares") granted to the Reporting Person pursuant to the Plan. The Restricted Shares will vest on a daily basis over the following schedule: (i) 390,000 in financial year 2026, (ii) 240,000 in financial year 2027, (iii) 175,000 in financial year 2028 and (iv) 85,000 in financial year 2029.

6. Represents Restricted Shares granted to the Reporting Person pursuant to the Plan. 600,000 of the Restricted Shares will vest when the volume-weighted average price of the Issuer's Class A Ordinary Shares over any sixty (60) trading day period within the precedent ninety (90) consecutive trading days period is greater than or equal to $15 per Class A Ordinary Share. 800,000 of the Restricted Shares will vest when the volume-weighted average price of the Issuer's Class A Ordinary Shares over any sixty (60) trading day period within the precedent ninety (90) consecutive trading days period is greater than or equal to $35 per Class A Ordinary Share.

	/s/ Carla Parsons, Attorney-in-Fact	04/06/2026
	** 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 4 (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 4: SEC 1474 (03-26)

SEC Form 4 filed by Cavaghan Andrew