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SEC Company Response from Blue Gold (BGL) — Aug 5, 2025

Blue Gold Ltd
Date: Aug. 5, 2025 · CIK: 0002019435 · Accession: 0001213900-25-072184

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File numbers found in text: 333-288744

Date
August 5, 2025
Author
/s/ Andrew Cavaghan
Form
CORRESP
Company
Blue Gold Ltd

Letter

Blue Gold Limited

94 Solaris Avenue, Camana

Bay Grand Cayman, KY1-

1108, Cayman Islands

August 5, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention: Daniel Morris

Re: Blue Gold Ltd

Registration Statement on Form F-1 Filed

July 18, 2025

File No. 333-288744

Ladies and Gentlemen:

This letter sets forth the response of Blue Gold Limited (the “Company”) to the comments of the Staff (the “Staff”) of the Division of Corporation Finance, Office of Energy & Transportation, of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated July 30, 2025, with respect to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”), filed with the SEC on July 18, 2025.

Concurrently with the submission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement on Form F-1 (the “Revised Registration Statement”), which reflects the Company’s responses from the comment received from the Staff and certain updated information. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold, followed by the Company’s response.

U.S. Securities and Exchange Commission

August 5, 2025

Page 2

Registration Statement on Form F-1 filed July 18, 2025

Index to Consolidated Financial Statements, page F-1

1. We note that you have included pro forma financial statements depicting your recent merger and provided historical financial statements of Blue Gold Holdings Ltd. as well as Perception Capital Corp. IV, which include the accounts of Blue Gold Ltd. as a subsidiary. However, based on the requirements in Item 4 of Form F-1 and Item 18 of Form 20-F, it appears that you would also need to include stand-alone audited financial statements of the registrant, Blue Gold Ltd. (including any subsidiaries), as of the end of its most recently completed fiscal year.

Response:

In connection with the recently completed Business Combination, Perception Capital Corp. IV (“Perception”) merged with and into its wholly-owned subsidiary, Blue Gold Limited, with Blue Gold Limited as the surviving entity. Prior to this Blue Gold Limited was a wholly owned subsidiary of Perception and is therefore included in the audited consolidated financial statements included in their annual report on Form 10-K as filed with the SEC on March 28, 2025. Blue Gold Limited was established solely to serve as the ultimate parent company upon consummation of the business combination and, prior to the transaction, conducted no business operations and held no material assets. We disclose that Blue Gold Limited conducted no business operations and held no materials assets on the cover to the Revised Registration Statement and in the sections titled “Prospectus Summary—Business Combination” and “Recent Developments—Business Combination Agreement.”

As disclosed in the Registration Statement, the audited historical financial statements of Perception include the historical financial information of Blue Gold Limited such as they are given the limited nature of the business. The total assets held by Blue Gold Limited, as of December 31, 2024, represent less than 0.05% of the total assets held by Perception as of December 31, 2024, which we disclosed on the cover to the Revised Registration Statement and under the sections titled “Prospectus Summary—Business Combination” and “Recent Developments—Business Combination Agreement.” Additionally, given that Blue Gold Limited was consolidated with Perception, its financial statements have also been included in the unaudited condensed consolidated pro forma financial statements as of December 31, 2024. Preparation and inclusion of separate stand-alone audited financial statements for Blue Gold Limited would not provide material additional information for investors. However, it would impose a significant cost on the Company, and it also would result in a delay given it involves coordinating with another audit firm. The cost and delay are without corresponding benefit to investors.

The Company also considered the guidance in the Division of Corporation Finance Financial Reporting Manual (“FRM”), including Section 1160.3, and believes the registrant’s historical financial statements may appropriately be omitted in this case. FRM 1160.3 provides that the registrant’s financial statements may be omitted following a business combination when the registrant was a shell company prior to the transaction, and the financial statements of the accounting acquirer are being presented for all required periods. As disclosed on pages F-4, F-8 and F-35 of the Registration Statement and on pages 44 of the Revised Registration Statement, Blue Gold Limited was treated as the “acquired” company and Blue Gold Holdings Limited was treated as the accounting acquirer for financial statement reporting purposes. We also note that FRM 1170.2(b) contemplates the scenario where a SPAC is the accounting acquirer and acquires a target business. Accordingly, the guidance in FRM 1170.2(b) is inapplicable, as it assumes the registrant is presenting financial statements of a SPAC that acquired a business, which could make its financials relevant for comparative purposes. Here, that is not the case, as the registrant is not the accounting acquirer and had no meaningful operations or financial history prior to the transaction.

* * * * * *

U.S. Securities and Exchange Commission

August 5, 2025

Page 3

If you have any questions regarding this letter, please do not hesitate to contact Blue Gold’s legal counsel, Brian Hirshberg at (212) 506-2176 by email at BHirshberg@mayerbrown.com.

Very truly yours,
/s/ Andrew Cavaghan

Show Raw Text
CORRESP
1
filename1.htm

Blue Gold Limited

94 Solaris Avenue, Camana

Bay Grand Cayman, KY1-

1108, Cayman Islands

August 5, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attention:
Daniel Morris

 Re: Blue Gold Ltd

Registration Statement on
Form F-1 Filed

July 18, 2025

File No. 333-288744

Ladies and Gentlemen:

This letter sets forth the response of Blue Gold Limited (the “Company”)
to the comments of the Staff (the “Staff”) of the Division of Corporation Finance, Office of Energy & Transportation,
of the U.S. Securities and Exchange Commission (the “SEC”) set forth in its letter, dated July 30, 2025, with respect
to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”), filed with the SEC on July
18, 2025.

Concurrently with the submission of this letter, the Company is filing
via EDGAR Amendment No. 1 to the Registration Statement on Form F-1 (the “Revised Registration Statement”), which reflects
the Company’s responses from the comment received from the Staff and certain updated information. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.

For the Staff’s convenience, the text of the Staff’s comment
is set forth below in bold, followed by the Company’s response.

U.S. Securities and Exchange Commission

August 5, 2025

Page 2

Registration Statement on Form F-1 filed July 18, 2025

Index to Consolidated Financial Statements, page F-1

 1. We note that you have included pro forma financial statements depicting your recent merger and provided historical financial statements
of Blue Gold Holdings Ltd. as well as Perception Capital Corp. IV, which include the accounts of Blue Gold Ltd. as a subsidiary. However,
based on the requirements in Item 4 of Form F-1 and Item 18 of Form 20-F, it appears that you would also need to include stand-alone audited
financial statements of the registrant, Blue Gold Ltd. (including any subsidiaries), as of the end of its most recently completed fiscal
year.

Response:

In connection with the recently completed Business Combination,
Perception Capital Corp. IV (“Perception”) merged with and into its wholly-owned subsidiary, Blue Gold Limited, with Blue
Gold Limited as the surviving entity.  Prior to this Blue Gold Limited was a wholly owned subsidiary of Perception and is therefore
included in the audited consolidated financial statements included in their annual report on Form 10-K as filed with the SEC on March
28, 2025. Blue Gold Limited was established solely to serve as the ultimate parent company upon consummation of the business combination
and, prior to the transaction, conducted no business operations and held no material assets.  We disclose that Blue Gold Limited
conducted no business operations and held no materials assets on the cover to the Revised Registration Statement and in the sections
titled “Prospectus Summary—Business Combination” and “Recent Developments—Business Combination
Agreement.”

As disclosed in the Registration Statement, the audited historical
financial statements of Perception include the historical financial information of Blue Gold Limited such as they are given the limited
nature of the business.  The total assets held by Blue Gold Limited, as of December 31, 2024, represent less than 0.05% of the total
assets held by Perception as of December 31, 2024, which we disclosed on the cover to the Revised Registration Statement and under the
sections titled “Prospectus Summary—Business Combination” and “Recent Developments—Business Combination
Agreement.”  Additionally, given that Blue Gold Limited was consolidated with Perception, its financial statements have
also been included in the unaudited condensed consolidated pro forma financial statements as of December 31, 2024. Preparation and inclusion
of separate stand-alone audited financial statements for Blue Gold Limited would not provide material additional information for investors.
However, it would impose a significant cost on the Company, and it also would result in a delay given it involves coordinating with another
audit firm.  The cost and delay are without corresponding benefit to investors.

The Company also considered the guidance in the Division
of Corporation Finance Financial Reporting Manual (“FRM”), including Section 1160.3, and believes the registrant’s historical
financial statements may appropriately be omitted in this case.  FRM 1160.3 provides that the registrant’s financial statements may
be omitted following a business combination when the registrant was a shell company prior to the transaction, and the financial statements
of the accounting acquirer are being presented for all required periods.  As disclosed on pages F-4, F-8 and F-35 of the Registration
Statement and on pages 44 of the Revised Registration Statement, Blue Gold Limited was treated as the “acquired” company
and Blue Gold Holdings Limited was treated as the accounting acquirer for financial statement reporting purposes.  We also note that
FRM 1170.2(b) contemplates the scenario where a SPAC is the accounting acquirer and acquires a target business.  Accordingly, the
guidance in FRM 1170.2(b) is inapplicable, as it assumes the registrant is presenting financial statements of a SPAC that acquired a business,
which could make its financials relevant for comparative purposes. Here, that is not the case, as the registrant is not the accounting
acquirer and had no meaningful operations or financial history prior to the transaction.

*        *        *        *        *        *

U.S. Securities and Exchange Commission

August 5, 2025

Page 3

If you have any questions regarding this letter, please do not hesitate
to contact Blue Gold’s legal counsel, Brian Hirshberg at (212) 506-2176 by email at BHirshberg@mayerbrown.com.

    Very truly yours,

    /s/ Andrew Cavaghan

    Andrew Cavaghan

    Chief Executive Officer, Blue Gold Limited

 cc: Brian Hirshberg, Mayer Brown LLP