Correspondence 0001213900-25-002394 from Blue Gold Ltd (BGL) (CIK 0002019435) (BGL)
Blue Gold Ltd (BGL) (CIK 0002019435)
Date: Jan. 10, 2025 · CIK: 0002019435 · Accession: 0001213900-25-002394
AI Filing Summary & Sentiment
File numbers found in text: 333-280195
Referenced dates: January 2, 2025
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CORRESP
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filename1.htm
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
January 10, 2025
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 Limited
Amendment No. 4 to Registration Statement
on Form F-4
Filed December 19, 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 January 2, 2025 (the “Staff’s Letter”) regarding Amendment No. 4 to
the Company’s Registration Statement on Form F-4 (“Amendment No. 4”). We are also responding to the oral comments given
by Michael Purcell to Joan Guilfoyle, Esq. on January 3, 2025. Concurrent herewith, we are filing Amendment No. 5 to the Company’s
Registration Statement reflecting the changes set forth below (“Amendment No. 5”) 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. 4 to Registration Statement
on Form F-4
Material U.S. Federal Income Tax Considerations,
page 104
1. We refer you to prior comment 2. First, please revise to refer consistently to the correct title for
this section and the subsections therein. For example, the table of contents and the opinion filed as exhibit 8.1 continue to provide
inconsistent references. Second, please name counsel in this section and state that the disclosure constitutes its opinion, if this is
accurate.
RESPONSE: In response to the
Staff’s comment, the F-4 has been revised on page 105 to provide the name of tax counsel and clarify that the attached opinion letter
contains tax counsel’s opinion. We have updated the cross-references in the F-4 and the opinion filed as Exhibit 8.1.
Unaudited Pro Forma Condensed Combined Financial
Statements
Unaudited Pro Forma Condensed Combined Balance
Sheet, page 121
2. We note that under both the minimum and maximum redemption scenarios Perception would not have sufficient
funds available to pay for a percentage of its transaction costs, of which the unfunded portion would remain due and payable at the closing
of the business combination. Clarify if there are minimum cash requirements necessary to facilitate the closing of the business combination.
Please revise your presentation as necessary to include only those scenarios which are viable.
RESPONSE: Management believes
that the pro forma presentation contained in Amendment No. 5 accurately reflects that there is no minimum cash requirement in the Business
Combination Agreement, and that any amounts not paid at closing would continue to be an obligation of the Company.
3. We note that in response to prior comment 5, you revised the unaudited pro forma condensed combined
balance sheet to reflect BGL as the surviving entity. Please clarify why your pro forma condensed combined balance sheet reflects $3,000
in Perception Capital’s common stock account under both the minimum and maximum redemption scenarios.
RESPONSE: This was a typographical
error and it has been corrected in Amendment No. 5.
Financial Statements
Blue Gold Holdings Limited
Note 4. Asset Acquisition, page F-30
4. We note in response to prior comment 7, you indicate that BG-BPL accounted for Bogoso Prestea Mine
as an asset acquisition and determined that the fair value of the assets received was $419.5 million and the fair value of liabilities
assumed was $368.2 million. Please address the following:
· Reconcile the $368.2 million valuation of
the royalties with the cash outflows associated with the Government royalty, Gold Stream royalty and Oldco royalty as depicted in the
cashflow model on page 175 of the December 2024 Technical Report Summary; and
RESPONSE: The Company has advised
that the liability value of $368.2m is calculated off the same cashflow model as depicted on page 175 of the Technical Report Summary.
The liability is recorded at fair value determined by the net present value of estimated future obligations for the Oldco Royalty ($335.5m),
GSR royalty obligation ($2.7m), GSR contingent consideration ($17.1m) and Asset Retirement Obligation ($12.9m). The liability excludes
the Government royalty and the Gold Stream which are included as expenses in the cashflow forecast.
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The page 175 cashflow summary in the Technical Report Summary does
not include (1) discounting to net present value, or (2) specific breakouts of the GSR royalty, GSR contingent consideration, or asset
retirement obligation, which are within other line items. The calculation below reconciles the specified line items from page 175 of the
Technical Report Summary (Government royalty, Gold Stream, and Oldco royalty) to the liability net present value of $368.2m.
US$‘m
Government Royalty
397.42
Gold Stream
300.03
OldCo Royalty
506.48
Undiscounted cashflow of selected items from Pg 175 Technical report Summary
1,203.93
(-) Government Royalty
397.42
(-) Gold Stream
300.03
(+) GSR Royalty
3.90
(+) GSR Contingent Consideration
39.10
(+) Asset Retirement Obligation
43.20
Undiscounted cashflow of liability constituents
592.68
(-) OldCo Royalty discount applied
170.98
(-) GSR Royalty discount applied
1.20
(-) GSR Contingent Consideration discount applied
22.00
(-) Asset Retirement Obligation discount applied
30.30
Net Present Value of liability cashflows
368.20
· Reconcile the 76,592,342 tonnes of measured
and indicated resources and 12,173,643 tonnes of inferred resources as disclosed on page 153 to the 76,717.60kt total feed to plant as
disclosed on page 175 of the December 2024 Technical Report Summary. In doing so, please tell us how you risk adjusted for the uncertain
nature of converting resources to reserves.
RESPONSE: The Company has advised
that the difference between the Mineral Resource Estimate (MRE) values disclosed on page 153 and the Life of Mine (LOM) cashflow values
on page 175 of the Technical Report Summary is as a result of (i) excluding inferred resources from the LOM plan, and (ii) the application
of mining factors (specifically losses and dilution) to the MRE tonnes and grades for the Measured and Indicated Resources in order to
generate the LOM plan. These are 3% losses and 3% dilution for the open pits, and 10% losses and 30% dilution for the underground. Wardell
Armstrong (WAI) considers these values to be a reasonable estimate for this level of study. The result of applying these factors is higher
Measured and Indicated tonnages and lower grades within the LOM plan (76,717.60kt) versus the MRE (76,592,342t). Reconciliation of the
resource tonnes is given below:
Tonnes
Measured & Indicated (tonnes)
76,592,342
Inferred (tonnes)
12,173,643
Mineral Resource Estimate tonnes
88,765,985
(-) Inferred (tonnes)
12,173,643
(+) application of mining factors to Measured & Indicated resource (tonnes)
125,259
Resource tonnes applied in LOM plan (tonnes)
76,717,601
Regarding the risk adjustment for the
uncertain nature of converting resources to reserves: there are no reserves declared, however to account for uncertainty in the MRE, appropriate
technical and economic parameters were used during conversion of MRE tonnes/grades as basis for the LOM plan.
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Perception Capital Corp IV, page F-47
5. Please include the Perception Capital Corp IV financial statements as of and for the interim periods
ended June 30, 2024 to align with the historical financial statements included in your pro forma condensed combined financial statements.
You may elect to incorporate these financial statements by reference.
RESPONSE: In response to the
Staff’s comment, Perception’s financial statements for the quarter ended June 30, 2024 has been incorporated by reference
into Amendment No. 5.
Oral Comments
6. Confirm that the required legal opinion will include consent to the disclosures set forth in the Risk
Factor entitled “Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your
interests, and your ability to protect your rights through the U.S. Federal courts may be limited.”
RESPONSE: Mourant Ozannes (Cayman)
LLP (Cayman Islands legal counsel to the Company), confirmed that the Cayman Islands legal opinion includes consent to being named in
the Registration Statement under the heading “General Risk Factors”.
7. We reference prior Comment 3 regarding Material U.S. Federal Tax Consequences and note that on pages
xvii and 107 there are still references to the tax consequences being complex. Please revise.
RESPONSE: The
F-4 has been updated on pages xvii and 107 to remove the reference to complexity and to clarify that Section 368 contains limited guidance
for transactions such as the proposed business combination.
8. Please correct the reference on page 34 to the Third Extension Meeting occurring in 3024.
RESPONSE: The
typographical error has been corrected.
* * * * *
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Please call me at 212 407-4866
if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Giovanni Caruso
Giovanni Caruso
Partner
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