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                         Giovanni
                         Caruso

Partner

345
Park Avenue

New
York, NY 10154

                         Direct
                         212.407.4866

                         Main   212.407.4000

                         Fax
                             212.937.3943

                         gcaruso@loeb.com

Via
Edgar

November
8, 2024

    Michael
                            Purcell

    Timothy
    Levenberg

    U.S. Securities & Exchange Commission

    Division
    of Corporation Finance

    Office
    of Energy and Transportation

    100 F Street, NE

    Washington, D.C. 20549

 Re: Blue
                                            Gold Ltd

Amendment
No. 2 to Registration Statement on Form F-4

Filed
September 26, 2024

File
No. 333-280195

Dear
Messrs. Purcell and Levenberg:

On
behalf of our client Blue Gold Ltd. (the “Company”), we are writing in response to your letter dated October 11, 2024 (the
“Staff’s Letter”) regarding Amendment No. 2 to the Company’s Registration Statement on Form F-4 (“Amendment
No. 2”). Concurrent herewith, we are filing Amendment No. 3 to the Company’s Registration Statement reflecting the changes
set forth below (“Amendment No. 3”) as well as the requisite exhibits. For ease of reference, we have reproduced the
comment below in bold with our responses following the comments.

Amendment
No. 2 to Registration Statement on Form F-4

Unaudited
Pro Forma Condensed Combined Financial Statements, page 112

 1. We
                                            note that in response to prior comment 22 you recorded certain pro forma adjustments to account
                                            for the purchase and assumption agreement to acquire certain mining assets, primarily mining
                                            leases, of the Bogoso Prestea Mine. Please address the following:

 ● Tell
                                            us how you considered and applied the guidance of FASB ASC 845 in accounting for the acquisition
                                            of the Bogoso Prestea Mine.

 ● Disclose
                                            the nature and remaining expected life of the fixed assets acquired.

 ● Disclose
                                            the assumptions utilized in support of the expected future cash flows associated with the
                                            calculation of the $441,394 intangible mineral assets. In doing so, tell us how you considered
                                            presenting such amounts net of royalty obligations. Also, please clarify how you adjusted
                                            the expected future cash flows with respect to the uncertainty that all or any part of Mineral
                                            Resource will be converted into Mineral Reserve.

 ● Disclose
                                            the nature of and assumptions utilized in calculation of the $43,879 GSR undertaking liability.

 ● Bifurcate
                                            the royalty payable of $506,482 to include the separate amount associated with the Bond SPV
                                            Royalty and the amount associated with the Previous Leaseholder’s royalty agreements
                                            with Golden Star Resources and Royal Gold. In doing so, please include the assumptions related
                                            to quantities and prices of gold in support of such amounts and clarify if there are caps
                                            on each of such royalties.

 ● Clarify
                                            how you accounted for the 10% ownership of Blue Gold Bogoso Prestea Ltd by the Government
                                            of the Republic of Ghana.

RESPONSE:
In response to the Staff’s comment, the Company respectfully advises the Staff that in accordance with ASC 845, the Company
accounted for the acquisition of the Bogoso Prestea Mine based on fair value using the measurement principles under ASC 820. We also
respectfully advise the staff that the following disclosures have been added to the Blue Gold Holdings Limited’s financial statement
footnotes as of and for the interim period ended June 30, 2024:

 ● The
                                            nature of the fixed assets are primarily mineral processing equipment and buildings affixed
                                            to the mine. The weighted average remaining expected life of the assets is ten years.

 ● The
                                            major assumptions utilized to support the expected future cash flows associated with the
                                            mineral assets include long-term gold prices, level of gold production over the life of mine,
                                            capital expenditures and a 17% discount rate. Any uncertainty regarding the conversion of
                                            Mineral Resources into Mineral Reserves is captured within the discount rate. The discount
                                            rate takes into account risk in the cash flows through the application of the country and
                                            company specific risk premium applied in the build-up of the weighted average cost of capital.

 ● The
                                            GSR royalty obligation of $2.7 million was calculated using the same expected future cash
                                            flows associated with the mineral assets utilizing a discount rate of 10%. The valuation
                                            specialist used a lower discount rate for the royalty obligation as the risk is associated
                                            with topline revenues as opposed to an profit or loss measure which would have additional
                                            risks.

 ● The
                                            GSR contingent consideration obligation of $17.1 million was calculated using a systematic
                                            binary Black-Scholes model. Key assumptions in this model included remaining life (3.6 -
                                            6 years); risk free rate (4.3-4.4%); and cost of debt (17.6-18.3%).

 ● The
                                            Bond SPV royalty obligation of $335.5 million was calculated using the same expected future
                                            cash flows associated with the mineral assets utilizing a discount rate of 10%. The valuation
                                            specialist used a lower discount rate for the royalty obligation as the risk is associated
                                            with topline revenues as opposed to a profit or loss measure which would have additional
                                            risks.

 ● In
                                            accordance with ASC 810-10-30-4, the 10% ownership of Blue Gold Bogoso Prestea Ltd by the
                                            Government of the Republic of Ghana has been recorded at fair value.

    2

Information
About BGHL, page 149

 2. We
                                            note that in response to prior comment 25, you have included the point of reference for the
                                            open pit resources. However, it appears that you have not included the point of reference
                                            for the underground mineral resources. Please revise to also disclose the point of reference
                                            associated with the underground resource calculations such as in-situ, plant feed, saleable
                                            project, or other. Please ask the qualified persons to include corresponding disclosure in
                                            the technical report summary.

RESPONSE:
In response to the Staff’s comment, the Company respectfully advises the Staff that the SK-1300 Technical Report Summary has
removed the point of reference for the open pit resources in section 1.8, Table 1.2, section 11.9.6, and Table 11.33. Section 1.8 and
Section 11.9.6 have also been updated to clarify that UG material is reported as in-situ material to a cut-off grade of 5.2g/t Au. The
“Information About BGHL” section in Amendment No. 3 has also been updated with these changes (page 149 and 160).

 3. We
                                            note that in response to prior comment 26 incremental disclosures showing the composition
                                            of your AISC measure have been added on page 152 of the registration statement and on page
                                            178 of the technical report summary. However, there are discrepancies between the amounts
                                            utilized to compile the measure and the corresponding figures shown in the cash flow analysis
                                            on page 179 of the technical report summary, also with regard to completeness and your World
                                            Gold Council chart on page 151 of the registration statement.

Please
discuss the composition of the AISC measure with the qualified persons in formulating a response to these concerns, which should include
incremental disclosures to clarify the reasons for any differences that are supported and not alleviated through revision. For example,
it should be clear why the AISC measure would reflect the Government Royalty but not the Gold Stream or OldCo Royalty, and why production
utilized in calculating the unit measure is 3,885.4 while the Key Project Statistics chart on page 151 indicates production of 3,5 Koz.

Given
that you are reporting 5.1 million ounces associated with the measured and indicated resource, it also appears that you should clarify
the units associated with these future production figures, which are presently indicating thousands of ounces rather than millions of
ounces. Please ensure that all disclosures of production metrics are appropriately stated throughout the registration statement and technical
report summary.

RESPONSE:
In response to the Staff’s comment, the Company respectfully advises the Staff that disclosure has been updated to reflect
that, due to the forward-looking nature of this information, including the AISC figure, specific quantifications of the amounts that
would be required to reconcile such projections to GAAP measures are not available and we believe it is not feasible to provide accurate
forecasted non-GAAP reconciliations. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for,
financial information presented in compliance with GAAP, and non-GAAP financial measures as used by us may not be comparable to similarly
titled amounts used by other companies (registration statement page 151). The World Gold Council 2018 guidance excerpt has been removed
so as not to imply the figures presented have been reconciled to a comparable GAAP measure (Amendment No. 3, page 151).

    3

An
explanation of why the Royal Gold Stream, the Bond SPV Royalty, the Golden Star Royalty and Contingent Payment are not included in the
AISC calculation has been provided (page 151 of Amendment No. 3). These three are considered financing instruments (funding debt or acquisition
costs) distinct from royalties that are an inherent cost of production (such as a government royalty). Financing royalties can be restructured
and/or paid off. AISC focuses on the mining operation and the cost of producing and selling an ounce gold. The Royal Gold Stream is a
finance cost and hence is excluded from the AISC calculation but is included in the overall cashflow projection. The Bond SPV Royalty
and Golden Star Royalty and Contingent Payment are considered acquisition costs and are excluded from AISC but are included in the overall
cashflow projection.

Set
forth below is a table reconciling the Cashflow Summary (Table 19.4) and the AISC calculation (Table 19.3) in the Technical Summary Report.

    Reconciliation of Cashflow summary and AISC in Technical Report Summary

    Table 19.4: Prefinancing Cashflow, 2024 - 2033

    Table 19.3: All in Sustaining Cost (AISC) Calculation

    Total (US$m)

    Total (US$m)

    Gross Revenue
    $7,793.0m

    Cost of Sales
    -

    Government Royalty
    ($397.4m)

    Government Royalty
    ($389.6m)

    -
    Total Community Contributions
    ($7.8m)

    ($397.4m)

    Gold Stream
    ($300.0m)

    OldCo Royalty
    ($506.5m)

    Deferred Consideration
    ($43.9m)

    Total Direct OPEX
    ($2,831.7m)

    Total Mining Costs
    ($790.5m)

    -
    Total Processing Costs
    ($1,882.4m)

    -
    Total G&A (Direct) Costs
    ($158.8m)

    ($2,831.7m)

    Total Expansion OPEX
    ($141.2m)

    Total SIB CAPEX
    ($425.0m)

    Asset Retirment Obligation - Paid
    ($45.0m)

    -
    Mining Sustaining Capex
    ($380.0m)

    ($425.0m)

    OldCo Upfront Equipment Payment
    -

    Total Expansion CAPEX
    ($481.1m)

    Total Start-Up CAPEX
    -

    Total Corporation Tax
    ($974.6m)

    Net Working Capital
    $0.0m

    Net Project Cashflow
    $1,691.5m

    Total AISC
    ($3,654.2m)

The
All In Sustaining Cost Calculation table (page 152 of the registration statement and table 19.3 in the technical report summary) has
been corrected to reflect the unit of measure as koz.

 4. Given
                                            that you have characterized the AISC measure as a non-GAAP measure on pages 150 and 151,
                                            it appears that you should include a reconciliation between total project costs from the
                                            technical report summary economic analysis, as would be compiled in accordance with GAAP,
                                            and your measure of AISC.

As
the chart that you are attributing to the World Gold Council reflects various items that are all added together to determine AISC, please
revise your disclosure to clarify that it does not represent the manner by which your measure would be reconciled to the most directly
comparable GAAP measure, as you presently suggest.

Please
also clarify the extent to which your measure of AISC reflects all of the components listed in the chart and explain your rationale for
any components that are not reflected in your measure of AISC.

RESPONSE:
In response to the Staff’s comment, the Company respectfully advises the Staff that disclosure has been updated (page 151 of
the registration statement) to reflect that due to the forward-looking nature of this information, including the AISC figure, specific
quantifications of the amounts that would be required to reconcile such projections to GAAP measures are not available and we believe
it is not feasible to provide accurate forecasted non-GAAP reconciliations. Non-GAAP financial measures should not be considered in isolation
from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by us
may not be comparable to similarly titled amounts used by other companies. The World Gold Council 2018 guidance excerpt has been removed
so as not to imply the figures presented have been reconciled to a comparable GAAP measure (Amendment No. 3, page 151).

    4

Overview
of our current operations, page 153

 5. We
                                            note BGHL will endeavor to acquire the referenced material licenses and approvals by September
                                            2024 (page 1) or by November 2024 (page 147). Please reconcile the two dates and also r