$BGL

Blue Gold Ltd

CIK:0002019435|SEC Filings

Consolidated Statements of Operations and Other Comprehensive Loss - USD ($)	2 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2025	Dec. 31, 2024
Operating expenses:
General and administrative expenses	$ 333,781	$ 11,928,581	$ 2,111,753
Merger and acquisition expenses		2,045,056	1,682,391
Plant costs		484,641	6,252,438
Accretion of asset retirement obligation		1,910,000	1,037,000
Start-up costs	897
Depreciation		54,799	41,768
Total operating expenses	334,678	16,423,077	11,125,350
Other income (expense)
Interest income (expense), net		255,842	(442,869)
Day one loss on accounting of convertible notes		(1,604,305)
Change in fair value of liabilities		(4,470,596)
Related party interest income (expense), net		332,222	(69,418)
Total other expense, net		(5,486,837)	(512,287)
Net loss	(334,678)	(21,909,914)	(11,637,637)
Other comprehensive loss
Foreign currency translations adjustment (income) loss, net of tax		163,519	(42,551)
Total comprehensive loss	$ (334,678)	$ (21,746,395)	$ (11,680,188)
Weighted average Class A ordinary shares outstanding - basic (in Shares)	8,990,123	14,071,660	9,224,923
Weighted average Class A ordinary shares outstanding - diluted (in Shares)	8,990,123	14,071,660	9,224,923
Net loss per ordinary share - basic (in Dollars per share)	$ (0.04)	$ (1.56)	$ (1.27)
Net loss per ordinary share - diluted (in Dollars per share)	$ (0.04)	$ (1.56)	$ (1.27)

Consolidated Statements of Cash Flows - USD ($)	2 Months Ended	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2025	Dec. 31, 2024
Cash Flows from Operating Activities:
Net loss	$ (334,678)	$ (21,909,914)	$ (11,637,637)
Adjustment to reconcile net loss to cash used in operating activities:
Accretion of asset retirement obligation		1,910,000	1,037,000
Depreciation		54,799	41,768
Non-cash interest expense
Day one loss on issuance of convertible notes		1,604,305
Change in fair value of liabilities		4,470,596
Operating and prepaid expenses paid by related party	418,669		1,682,444
Stock based compensation expense		1,162,531
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(83,991)	(905,110)	(174,210)
Other receivables		(5,229)	(2,303)
Accounts payable		6,267,754	1,870,285
Accounts payable – related party		(1,905,807)
Accrued expenses and other current liabilities		(1,308,886)	948,335
Net cash used in operating activities		(10,564,959)	(6,234,318)
Cash Flows from Investing Activities:
Purchase of property, plant and equipment		(2,846)	(355,277)
Investment in intangible assets		(93,889)
Net cash used in investing activities		(96,735)	(355,277)
Cash Flows from Financing Activities:
Proceeds from convertible notes		7,592,396	2,850,000
Repayment of convertible note		(1,627,020)	(377,152)
Proceeds from loan			648,000
Proceeds from Business Combination		13,264
Proceeds from Issuance of Class A ordinary shares		5,227,641	3,628,191
Net cash provided by financing activities		11,206,281	6,749,039
Effect of exchange rate changes on cash		(35,702)	11,113
Net increase in cash		508,885	170,557
Cash , beginning of year		170,557
Cash, end of year		679,442	170,557
Supplemental cash flow information:
Interest paid		36,406
Noncash investing and financing activities:
Acquisition of mineral rights in exchange for certain obligations			30,100,000
Acquisition of property, plant and equipment, net in exchange for certain obligations			2,600,000
Assumption of royalty payable in exchange for mineral rights and property, plant and equipment, net			2,700,000
Assumption of contingent consideration liability in exchange for mineral rights and property, plant and equipment, net			17,100,000
Assumption of asset retirement obligation in connection with obtaining mineral rights and property, plant and equipment			12,900,000
Conversion of June and July Notes to Class A ordinary shares		4,137,288
Conversion of Senior Convertible Notes including accrued interest		917,016
Non cash issuance of shares		1,037,500
Accounts payable, accrued liabilities and other current liabilities assumed in Business Combination		3,013,837
Convertible notes payable assumed in Business Combination		770,000
Warrant liabilities combined assumed in Business Combination		$ 230,000

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current assets
Cash	$ 679,442	$ 170,557
Prepaid expenses and other current assets	1,703,447	259,854
Other receivables	7,766	2,262
Advance to related parties	529,948
Total current assets	2,920,603	432,673
Ordinary share purchase receivable	0
Property, plant and equipment, net	2,861,586	2,913,509
Mineral rights	32,086,000	30,100,000
Intangible assets	93,889
Total assets	37,962,078	33,446,182
Current liabilities
Accounts payable	8,163,927	1,847,858
Accrued expenses and other current liabilities	2,384,778	936,289
Advances payable	648,000	648,000
Convertible notes payable	3,468,563	2,472,848
Total current liabilities	15,220,416	8,006,108
Equity-linked share issuance liability	426,000
Warrants liabilities	4,843,800
Royalty obligation	2,700,000	2,700,000
Contingent consideration liability	17,100,000	17,100,000
Asset retirement obligation	17,833,000	13,937,000
Total liabilities	58,123,216	41,743,108
Commitments and contingencies (Note 19)
Stockholders’ deficit
Preferred Shares, $0.0001 par value; 100,000,000 authorized and 0 issued and outstanding at December 31, 2025, and 2024
Additional paid-in capital	16,034,831	3,716,962
Subscription receivable	(2,480,727)
Accumulated deficit	(33,882,229)	(11,972,315)
Accumulated other comprehensive income (loss)	163,519	(42,551)
Total stockholders’ deficit	(20,161,138)	(8,296,926)
Total liabilities and stockholders’ deficit	37,962,078	33,446,182
Class A Ordinary Shares
Stockholders’ deficit
Class A Ordinary Shares, $0.0001 par value; 400,000,000 authorized and 34,677,492 and 9,776,421 issued and outstanding at December 31, 2025, and 2024, respectively	3,468	978
Related Party
Current liabilities
Accounts payable- related party, net	$ 555,147	$ 2,101,113