SecProbe.io

August 2, 2024
Rick Gaenzle
Chief Executive Officer
Blue Gold Ltd
3109 W. 50th Street, #207
Minneapolis, MN 55410
Re:Blue Gold Ltd
Registration Statement on Form F-4
Filed June 14, 2024
Amendment No. 1 to Registration Statement on Form F-4
Filed July 5, 2024
File No. 333-280195
Dear Rick Gaenzle:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Questions and Answers for Shareholders of Perception, page ix
1.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.

Summary of the Proxy Statement/Prospectus, page 1
2.Please provide organizational diagrams reflecting your corporate structure prior to and
upon completion of the proposed transactions.
Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide 3.

August 2, 2024
Page 2
similar disclosure for the company’s officers and directors, if material. For example, we
note the Sponsor and Perception's officers and directors (or their affiliates) have made
loans to Perception to fund certain capital requirements.
4.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including
warrants retained by redeeming shareholders, at each of the redemption levels detailed in
your sensitivity analysis, including any needed assumptions. For example, we note your
Sponsor or an affiliate of your Sponsor or certain of your officers and directors may, but
are not obligated to, loan you funds as may be required, and if you complete your initial
business combination, you would repay such loaned amounts, and up to $1,500,000 of
such loans may be convertible into Private Placement Warrants of the post-business
combination entity.

Additionally, please revise the disclosure to discuss the key terms of any convertible
securities and to disclose the potential impact of those securities on non-redeeming
shareholders.
5.Please revise to make clear here and throughout the filing that the Bogoso Preastea
Mine has suspended operations and is an exploration stage property that will need to be
restarted, and that this will require significant start up costs. Additionally, state that as of
(the latest practicable date), the target company has generated no revenue. Please also
provide an estimated timetable for when you believe you will begin operations, describe
all material licenses and approvals required in order to restart operations, and state the
status of each.
Tax Laws Relating to Mining, page 14
6.Revise to clarify your references to the Obuasi TCA for AGA Ghana and to AGA
Iduapriem.  These entities do not appear to be listed elsewhere in the prospectus.
Risk Factors
Regional Risk Factors
The Government of Ghana has the right to increase its interest in certain subsidiaries., page 28
7.Revise this factor and related disclosure elsewhere to clarify whether the "golden share"
would provide Ghana with a pre-emptive right to purchase all gold and other minerals
produced.  Also clarify the material terms (including any pricing formula) pursuant to
which Ghana would be entitled to make such purchases.
Any downturn in Ghana's economy may impact BGHL's growth, profitability and ability to
continue BGHL's operations., page 29
8.We note the discussion of historically high inflation, including the statement that
"inflation dropped to 41% and the Cedi has been on an appreciating path against the USD
in the second quarter."  Please provide updated disclosure, and explain the reference to
being on "an appreciating path against the USD."  Also, identify actions planned or taken,
if any, to mitigate inflationary pressures.

August 2, 2024
Page 3
Company Risk Factors, page 47
9.We note your sponsor is a Cayman Islands limited liability company, and a non-U.S.
person. Please also tell us whether anyone or any entity associated with or otherwise
involved in the transaction, is, is controlled by, or has substantial ties with a non-U.S.
person. Please include risk factor disclosure that addresses how this fact could impact
your ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a U.S.
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
10.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
11.Revise the risk factor "If we are deemed to be an investment company"  to note that if you
are found to be operating as an unregistered investment company, you may be required to
change your  operations, wind down your operations, or register as an investment
company under the Investment Company Act. Also disclose the consequences to investors
if you are required to wind down your operations as a result of this status.
12.We note your disclosure on page 125 that to finance transaction costs in connection with
the initial business combination, your Sponsor or an affiliate of your Sponsor or certain of
your officers and directors may loan you funds, and if you complete your initial business
combination, you would repay such loaned amounts. Please provide a risk factor
detailing the material differences in the terms and price of securities issued at the time of
the IPO as compared to private placements contemplated at the time of the business
combination.
13.Please highlight the risk here and throughout the filing that the sponsor will benefit from
the completion of a business combination and may be incentivized to complete an
acquisition of a less favorable target company or on terms less favorable to shareholders
rather than liquidate.
Risks Relating to our Management Team
If our management following the Business Combination is unfamiliar with United States
securities laws, page 59
14.Rather than providing generic risk factors, ensure that your risk factors are tailored to
your particular facts and circumstances.  For example, please update this risk factor to
take into account the expected composition of your management team that you will
disclose under "Board of Directors and Management" at page 148.

August 2, 2024
Page 4
General Risk Factors
Because we are incorporated under the laws of the Cayman Islands, page 63
15.Confirm that the referenced legal counsel will supply its consent to the disclosure that
appears in this risk factor.  See Securities Act Rule 436(a).
Background of the Business Combination, page 82
16.Please provide additional details regarding the 80 opportunities reviewed by the former
sponsor, and disclose why the Perception Board declined to consider any additional
targets aside from BGHL.
17.Revise to name the actual individuals involved in the process described in this section.
For example, please identify (1) the "colleagues" of Mr. Tan with whom he consulted on
or after November 1, 2023; (2) those individuals who signed the November 3, 2023 term
sheet; (3) each board member who voted in favor of the transaction in December; and (4)
each of the "parties" who signed the business combination agreement.
The Perception Board's Assessment of Valuation, page 87
We note your disclosure stating that the Perception Board conducted a valuation
assessment and concluded that a pre-money valuation of $114.5 million represented a
good investment, considering an AISC estimate of $890/ounce and a production estimate
of 4 million ounces of gold from the Bogoso Prestea Mine, which would represents $8
billion in potential revenue at $2,000 per ounce.  Please expand your disclosures to
address the following points.

•Describe the nature and extent of any due diligence performed by the Perception
Board in determining there was a reasonable basis for the estimates of production and
costs and in formulating their view on the valuation.

•Indicate whether the production and cost estimates are fully supported by the
technical report summary and if this is not the case, identify the source of
the estimates and describe the manner by which this information has been compiled.

•Indicate the extent to which the production estimate is attributable to a class of
mineralization, such as inferred, indicated, or measured resources, and proven
or probable reserves, and clarify whether such classifications utilized are fully
consistent with the definitions in Item 1300 of Regulation S-K.

•Describe the levels of accuracy associated with the estimates of production and costs
– to include differentiation based on the resource and reserve classifications and
considering the nature of the geological work underlying the technical report
summary which appears to be an initial assessment.

•Explain that in preparing its estimates of mineral resources the company has not
demonstrated economic viability of any mineralization on the property.
 18.

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•Provide a summary of the key assumptions underlying the estimates of production
and costs and the range of reasonably possibly variations in those assumptions and the
associated effects on the estimates of production and costs.

•Disclose the amount of capital expenditures estimated to be required to conduct the
additional exploration work necessary to convert resources to reserves and to develop
the mine and commence production; also indicate the level of accuracy in the
estimate and identify the person who prepared the estimate.

•Describe any encumbrances on future gold production such as royalties and excise
taxes and explain how these have been assessed.

•Explain how the pre-money valuation amount was determined and whether the
Perception Board believes that it has adequately considered the uncertainties inherent
in the estimates of production and costs, including the uncertainties inherent in
estimates of the underlying mineralization, in formulating its view.

•Describe and quantify any costs that are reasonably likely to be incurred as part of the
effort to transform the property into a producing mine that have not been considered
by the Perception Board in formulating its view on the valuation.

•Address the possibility that the effort to transform the property will not be successful.
The Perception Board's Reasons for the Approval of the Business Combination, page 87
19.Under "Results of Due Diligence Conducted by Perception at the time of Signing," it is
unclear whether members of the Perception Board other than Mr. Gaenzle considered
BGHL projections.  Please revise to clarify.  In that regard, we note the disclosure at page
84 regarding due diligence performed by Mr. Tan and Mr. Gaenzle, as well as the
assertion at page 87 that the board was not provided with projections or forecasts "at any
time."  Insofar as Mr. Gaenzle is a member of the board, explain the basis for asserting
that the board did not receive such information.

August 2, 2024
Page 6
Interests of Perception's Directors and Officers in the Business Combination, page 90
20.We note the disclosure that upon consummation of the Business Combination, a
transaction fee equal to $8,050,000 will be payable to Citigroup Global Markets Inc., and
Barclays Capital Inc., which were co-book-running managers for the initial public
offering of the SPAC.  Please tell us, with a view to disclosure, whether you have
received notice, or any other indication, from Citigroup and/or Barclays that they will
cease involvement in your transaction and how that may impact your deal or the deferred
underwriting compensation owed for the SPAC’s initial public offering.
Material Tax Considerations, page 97
21.The caption in the table of contents differs from the placeholder caption which appears at
page 97.  Please provide a discussion of the material tax consequences which addresses
the business combination and the merger, the subject of the first two numbered proposals.
Also include an opinion of counsel or of an independent public or certified public
accountant supporting the tax matters and consequences to the shareholders as described
in the filing if such tax matters are material.  See Item 21(a) of Form F-4; Item 10.E of
Form 20-F; and Item 601(b)(8) of Regulation S-K.
Unaudited Pro Forma Condensed Combined Financial Statements, page 98
22.We note your disclosure on page F-9 that pursuant to the purchase agreement, Blue Gold
Bogoso Prestea Ltd will  be 90% owned by BGHL and 10% owned by the Government of
the Republic of Ghana. On May 1, 2024, the transfer of assets pursuant to this purchase
agreement was completed.  Please depict this acquisition in your pro forma condensed
combined balance sheet as of March 31, 2024 assuming that the acquisition occurred on
March 31, 2024. Also, present the unaudited pro forma condensed combined statement of
operations for the three months ended March 31, 2024 and the year ended December 31,
2023, assuming that the acquisition occurred on January 1, 2023.
Information About Perception, page 110
23.Provide updated and consistent disclosure regarding the number of public shares
redeemed, and provide a definition for the referenced "Extension Meeting."  We note the
different disclosure that appears at page xv in that regard.
24.Revise the biographical sketches you provide for Messrs. Gaenzle and Stanfield to clarify
the dates each began serving in the listed capacities and, in light of their other listed
positions, quantify how much of their professional time each devotes to your business and
affairs.
Information About BGHL, page 130
25.Please expand your disclosure of mineral resources on page 131 to include the point of
reference, mineral price, cut-off grade(s), and metallurgical recovery factors associated
with the estimates in your resource table to comply with Item 1304(d) of Regulation S-K.
We note that you report as non-GAAP measures all-in-sustaining costs (AISC), including
several variations, along with your mineral property disclosures on pages 87, 88, 132,
133, and 136. In the paragraph preceding the chart on page 132, you appear to attribute
your AISC measures to the technical report summary, or to details within the technical 26.

August 2, 2024
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report summary, though without adequate details of the assumptions involved. We see
that you have included a chart listing the types of