ShareholdingMay 7, 2026, 06:11 AM
Blue Gold Secondary Offering of 10.16M Shares by 3i, LP
AI Summary
Blue Gold Ltd. filed an F-1 registration statement for a secondary offering of up to 10,164,302 Class A ordinary shares by selling shareholder 3i, LP, from which the company will not receive proceeds. This follows recent debt-to-equity conversions with Kaela Ritchie totaling $2.82 million for 2.82 million Class A shares, and a new $4 million loan facility. The company also issued a dilutive notice to 3i, reducing the conversion price of their senior convertible notes, and noted extreme volatility in its share price and concerns about its ability to continue as a going concern.
Key Highlights
- Secondary offering of up to 10,164,302 Class A ordinary shares by selling shareholder 3i, LP.
- Includes 51,862 shares remaining unsold from prior registration statement No. 333-290528.
- Includes 6,588,969 additional Class A shares from Omnibus Amendment to Initial Senior Convertible Notes.
- Includes 3,458,881 Class A shares from January Note and 64,590 shares from January Warrant.
- Converted $2,042,132 debt to 2,042,132 Class A shares with Kaela Ritchie on May 5, 2026.
- Converted $778,617 debt to 778,617 Class A shares with Kaela Ritchie on May 5, 2026.
- Entered new $4,000,000 drawdown loan facility with Kaela Ritchie at 10% interest, maturing May 5, 2027.
- Reduced 3i's convertible note conversion price to lower of 93% VWAP (min $0.50) and $1.00 due to anti-dilution.