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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

December 18, 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.
3 to Registration Statement on Form F-4

Filed November
8, 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 November 27, 2024 (the “Staff’s Letter”) regarding Amendment No. 3 to
the Company’s Registration Statement on Form F-4 (“Amendment No. 3”). We are also responding to the one oral comment
conveyed to me by Michael Purcell on November 27, 2024. Concurrent herewith, we are filing Amendment No. 4 to the Company’s Registration
Statement reflecting the changes set forth below (“Amendment No. 4”) as well as the requisite exhibits. For ease of reference,
we have reproduced the comments below in bold with our responses following the comments.

Amendment No. 3 to Registration Statement
on Form F-4

Risk Factors

Company Risk Factors, page 49

 1. At page 53, you state that if you are unable to complete the business combination by November 15, 2024,
you will cease all operations except for the purpose of winding up and you would redeem your public shares and liquidate. Elsewhere you
have revised disclosure to refer instead to the condition that conditions to the Closing must be satisfied or waived by January 31, 2025,
or the Business Combination may be terminated. Please ensure that you provide updated and current disclosure regarding the applicable
dates and deadlines.

RESPONSE: For
the information of the Staff, on November 13, 2024, shareholders of Perception Capital Corp. IV approved an amendment to its governing
documents extending the deadline by which Perception must complete its initial business combination to as late as November 15, 2025. Extensions
are made on a monthly basis and are conditioned on the deposit into the trust account of $5,000 for each monthly extension. As of the
date hereof, Perception has extended its term through January 15, 2025 and anticipates extending the term as often as necessary to
complete the Business Combination. Under the terms of the Business Combination Agreement, the deadline by which the Business Combination
must be completed or either party may terminate it is January 31, 2025. The disclosure in Amendment No. 4 has been clarified throughout
regarding these deadlines.

Material
U.S. Federal Income Tax Considerations, page 103

 2. We note that the newly filed tax opinion (exhibit 8.1) confirms that both the Perception Reorganization
and the Blue Merger will qualify as a reorganization under Section 368(a) of the Code. In the short-form opinion filed as exhibit 8.1,
counsel also suggests that the disclosure in “Material U. S. Federal Income Tax Considerations of the Business Combination”
constitutes its opinion, but we do not find a section with that caption in the filing. If the intention was to refer to this section at
page 103, please file a revised opinion to clarify this reference, name counsel in this section, and state that the disclosure constitutes
its opinion. For reference, please see Staff Legal Bulletin No. 19 at Section III.B.2.

RESPONSE: Exhibit
8.1 has been corrected to refer to the correct section.

 3. Provide consistent disclosure throughout the filing with regard to the tax consequences of the
                                                                 Perception Reorganization and the Blue Merger, and give effect to the received opinion of counsel with regard to Section 368(a) in
                                                                 each case. For example, despite the opinion filed as exhibit 8.1, you state at page 67 and elsewhere that such determinations are
                                                                 complex, and at page 105 that “the completion of the Business Combination is not conditioned on the receipt of an opinion of
                                                                 counsel that the Perception Reorganization qualifies as a “‘reorganization.’”

RESPONSE: The
disclosure has been revised in accordance with the Staff’s Comment.

Unaudited
Pro Forma Condensed Combined Financial Statements

Unaudited
Pro Forma Condensed Combined Balance Sheet, page 120

 4. Please refer to pro forma adjustments Q and R. As the historical financial statements of BGHL depict
the acquisition of the Bogoso Prestea Mine and related mining assets, please explain why you include pro forma adjustments to record depreciation
expense on property, plant and equipment and accretion of the asset retirement obligation on the pro forma condensed combined balance
sheet as of June 30, 2024.

RESPONSE: In
response to the Staff’s comment, the Company respectfully advises the Staff that they have removed those adjustments. They had previously
been included in error.

 5. Please revise the pro forma condensed combined balance sheet to reflect Shareholders’ Deficit on a
post-business combination basis, consistent with your disclosure that Blue Gold Limited (BGL) is the surviving entity. In this regard,
we note you currently reflect Perception Class A ordinary shares outstanding in the “Pro Forma Combined” columns rather than
shares of BGL. In addition, please confirm when preparing the pro forma financial statements, you have considered that BGL is a wholly
owned subsidiary of Perception prior to the business combination and that you have not duplicated amounts depicted in the historical accounts
of BGL in the pro forma combined accounts.

RESPONSE: In
response to the Staff’s comment, the Company respectfully advises the Staff that we have revised the unaudited pro forma condensed
combined balance sheet to reflect BGL as the surviving entity. We have also updated the unaudited pro forma condensed combined balance
sheet and the unaudited condensed combined statement of operations to eliminate historical BGL accounts that were consolidated in with
Perception.

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Blue Gold Holdings Limited

Condensed
Consolidated Financial Statements

Note 3 -
Summary of Significant Accounting Policies

Exploration
and evaluation expenditure, page F-9

 6. We note your accounting policy where you state that you capitalize exploration and evaluation expenditures
when certain conditions are met. Please reference the authoritative literature you rely upon to support your accounting as generally costs
related to exploration and evaluation activities are expensed as incurred under US GAAP.

RESPONSE: In
response to the Staff’s comment, we have revised our accounting policy on page F-9 to properly reflect our accounting under US GAAP.
All exploration and evaluation costs will be charged to the income statement as incurred.

Note 4 -
Asset Acquisition, page F-12

 7. We note your response to prior comment one where you describe how BGHL’s subsidiary, Blue Gold Bogoso
Prestea Limited (BG-BPL) accounted for the acquisition of the Bogoso Prestea Mine. Please address the following with respect to the various
disclosures of the 10% interest of BG-BPL held or to be held by the Government of Ghana:

 ● Clarify if disclosure on page 160, describing
the legal requirement to issue a “10% non-dilutable free carried interest” in BG-BPL to the Government of Ghana relates to the
same economic interests as described as a “10% non-controlling interest to be held by the Government of Ghana based on Ghanaian laws”
on page F-13.

RESPONSE: In response to the
Staff’s comment, the Company respectfully advises the Staff that the “10% non-dilutable free carried interest” disclosed
on page 160 is the same economic interest referred to on page F-13, i.e. “mandatory 10% non- controlling interest to be held by
the Government of Ghana based on Ghanaian law”. The Minerals and Mining Act 2006 (Act 703) provides that the Government of Ghana
shall hold a 10% free carried interest in all mineral operations, which is held via the Minerals Income Investment Fund (‘MIIF’),
Ghana’s minerals sovereign fund.

    3

 ● Please tell us and disclose the nature of
any contingencies related to the pending issuance of equity interests to the Government of Ghana and confirm that you currently own 100%
of the equity interests in BG-BPL.

RESPONSE: In response to the
Staff’s comment, the Company respectfully advises the Staff that BGHL currently own 100% of the equity interests in BG-BPL. The
issuance of a 10% equity interest to the Minerals Income Investment Fund (which is to receive a 10% free carried interest in the shares
of BG-BPL as stipulated by the Minerals and Mining Act 2006 (Act 703)) is contingent upon BG-BPL holding a mining lease issued by the
Ministry of Lands and Natural Resources. Given the statutory obligation to transfer the 10% stake to the Government’s sovereign
fund, the unaudited pro forma condensed combined financial information is produced showing this minority stake as already having been
transferred.

 ● Describe in detail the nature of each of the
economic interests in BG-BPL to be held by the Government of Ghana and explain how you accounted for each in your historical financial
statements and in your combined pro forma financial statements.

RESPONSE: In response to the
Staff’s comment, the Company respectfully advises the Staff that under the laws of Ghana, the Government of Ghana has two economic
interests in BG-BPL: (1) a 10% stake in BG-BPL, and, (2) a 5% annual royalty of the total revenues earned from the lease area.

The Minerals and Mining Act 2006 (Act
703) provides that the Government of Ghana shall hold a 10% free carried interest in all mineral operations, which is held via the Minerals
Income Investment Fund (‘MIIF’). In accordance with ASC 810-10-45-16, The 10% stake in BG-BPL will be accounted for as noncontrolling
interest in the consolidated balance sheets within equity. Net income or loss (including other comprehensive income or loss) will be attributed
to the 10% noncontrolling interest.

The 5% royalty is payable on a quarterly
basis which will be expensed as incurred.

 ● Tell us how you concluded that BG-BPL is a
variable interest entity as implied by your references to ASC 810-10-30-4 in the last bullet point of your response to prior comment one
and pro forma adjustment O on page 123.

RESPONSE: In response to the
Staff’s comment, the Company respectfully advises the Staff that, per ASC 810-10-15-4, an entity is a VIE if it has any of the following
characteristics:

 ● The legal entity does not have sufficient equity
at risk to finance its activities without additional subordinated financial support.

 ● As a group, the equity holders lack the characteristics
of controlling financial interest

 - For entities other than limited partnerships,
investors lack through voting rights

 - For limited partnerships, a simple majority/or
lower threshold of limited partners can exercise kickout rights over general partners; or limited partners with equity at risk are able
to exercise substantive participating rights over general partners.

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 · The legal entity is structured with disproportionate
voting rights and substantially all activities are conducted on behalf of an investor with disproportionate voting rights.

Management’s conclusion is
that BG-BPL meets the criteria of a VIE, based on the following:

 ● As a group the investors do not lack characteristics
of controlling financial interest.

 ● The legal entity is structured with proportionate
voting rights, voting rights are proportional to ownership percentages.

 ● However, BG-BPL will not have sufficient equity
at risk to finance activities without additional support. Since inception, BG-BPL’s primary sources of liquidity have been cash
flows from a loan provided by an affiliated company and funds generated from the issuance of convertible loan notes payable. The funding
of BG-BPL’s future capital requirements will depend on many factors, including BG-BPL’s revenue growth rate, the timing and
extent of spending to support the restart of the Bogoso Prestea Mine and further exploration activities. To finance these activities,
BG-BPL will need to raise additional capital.

 ● Explain how you calculated the amounts in
pro forma adjustment O which “represent the non-controlling interest of 10% of BG-BPL” and clarify why this adjustment was limited
to mineral rights, and property, plant and equipment, net without similar adjustments to the liability accounts of BGHL.

RESPONSE: In
accordance with ASC 810, the non-controlling interest should be recorded at fair value on initial measurement. In order to determine
the fair value of the non-controlling interest, the Company calculated 10% of the fair value of net assets upon initial measurement.
fair value of the assets received was $419.5 million and the fair value of liabilities assumed was $368.2 million, resulting in net
assets of $51.3 million. 10% of these net assets is $5.1 million

Next, because the acquisition of the mining assets did not meet the
US GAAP definition of a business, the overall acquisition was accounted for as an asset acquisition with no gain or loss. Therefore,
the Company allocated the fair value of liabilities assumed and the fair value of the non-controlling interest to the assets assumed
on a relative fair value basis. This reduced the asset’s value to $368.2 million on day one.

 8. We note your disclosure in footnote (3) to the table on page F-13 specifies that the key assumptions
in the income valuation method include long-term gold prices and the level of gold production over the life of mine. Please quantify the
production volumes and gold prices expected over the life of the mine and clarify how they compare to the key project statistics disclosed
on page 154.

RESPONSE: In
response to the Staff’s comment, the Company respectfully advises the Staff that the LOM model utilized for the valuation is the
same model that gives the key project statistics on page 154. Footnote 3 on page F-13 has been amended to quantify the production volumes
and gold price expected over the life of the mine.

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Exhibit 96.1
- Technical Report Summary, page II-2

 9. We understand from your response to prior comment 9, regarding the disparity in the assumptions for
refractory materials processing costs utilized in establishing the cutoff grade and in the optimization parameters in Table 11.31 on page
123 of the technical report summary, that assumptions underlying the cut-off grade reflect the outlook for the near term and, in the view
of the QP, a conservative gold price, while assumptions for pit optimization represent estimates of future costs to be incurred over the
life of the mining operation. The response indicates that using a low estimate of refractory materials processing costs in establishing
the cut-off grade is without consequence because there is an expectation that the gold price will be higher when the refractory material
is mined.

However, disclosures on page 144
of the technical report summary indicate a refractory material processing methodology has not yet been selected because you have not completed
the mineral processing test work that would be necessary to evaluate the alternatives, and therefore it appears the assumption of $18/t
for processing the refractory materials is without adequate support. We believe that you must have a reasonable basis for all assumptions
utilized in establishing the cut-off grade and estimating resources, and in preparing cash flow analyses, including those pertaining to
refractory materials processing costs.

As a significant portion of your
mineral resources are associat