SecProbe.io

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 Blue Gold Limited

 94 Solaris Avenue, Camana Bay

 Grand Cayman, KY1-1108, Cayman Islands

 Tel. +1 (345) 949 4123

 May 27, 2026

 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: Michael Purcell

 Re:
 Acceleration Request

 Blue Gold Limited

 Registration Statement on Form F-1

 File No. 333-295618

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Blue Gold Limited (the "Company") hereby requests that the effective date for the
registration statement referred to above be accelerated so that it will be declared effective at 4:05 p.m. Eastern Time on May
28, 2026, or as soon as possible thereafter.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the registration statement in accordance with Rule 461. Such request may
be made by an executive officer of the Company or by any attorney from the Company's counsel, Mayer Brown LLP.

 The Company requests that
we be notified of such effectiveness by a telephone call to Brian Hirshberg of Mayer Brown LLP at (212) 506-2176 and that such effectiveness
also be confirmed in writing to BHirshberg@mayerbrown.com.

 Very truly yours,

 Blue Gold Limited

 By:
 /s/ Lorenz Werndle

 Name:
 Lorenz Werndle

 Title:
 Chief Financial Officer

 cc: to Brian Hirshberg, Mayer Brown LLP

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 Blue Gold Limited

 94 Solaris Avenue, Camana Bay

 Grand Cayman, KY1-1108, Cayman Islands

 Tel. +1 (345) 949 4123

 May 18, 2026

 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: Michael Purcell

 Re: Acceleration Request

 Blue Gold Limited

 Registration Statement on Form F-1

 File No. 333-295618

 Ladies and Gentlemen:

 Reference is made to our letter
filed as correspondence via EDGAR on May 14, 2026, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for May 18, 2026, to 4:05 PM Eastern Time, in accordance with Rule 461 of the Securities Act of 1933, as amended.
We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request
for acceleration of the effective date. We will notify you once we are prepared to request acceleration of the effective date of the above-referenced
Registration Statement.

 Very truly yours,

 Blue Gold Limited

 By:
 /s/ Lorenz Werndle

 Name:
 Lorenz Werndle

 Title:
 Chief Financial Officer

 cc: to Brian Hirshberg, Mayer Brown LLP

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 Blue Gold Limited

 94 Solaris Avenue, Camana Bay

 Grand Cayman, KY1-1108, Cayman Islands

 Tel. +1 (345) 949 4123

 May 15, 2026

 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: Michael Purcell

 Re: Acceleration Request

 Blue Gold Limited

 Registration Statement on Form F-1

 File No. 333-295618

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Blue Gold Limited (the "Company") hereby requests that the effective date for the
registration statement referred to above be accelerated so that it will be declared effective at 4:05 p.m. Eastern Standard Time on May
18, 2026, or as soon as possible thereafter.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the registration statement in accordance with Rule 461. Such request may
be made by an executive officer of the Company or by any attorney from the Company's counsel, Mayer Brown LLP.

 The Company requests that
we be notified of such effectiveness by a telephone call to Brian Hirshberg of Mayer Brown LLP at (212) 506-2176 and that such effectiveness
also be confirmed in writing to BHirshberg@mayerbrown.com.

 Very truly yours,

 Blue Gold Limited

 By:
 /s/ Lorenz Werndle

 Name:
 Lorenz Werndle

 Title:
 Chief Financial Officer

 cc: to Brian Hirshberg, Mayer
Brown LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2026

Andrew Cavaghan
Chief Executive Officer
Blue Gold Limited
Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman, KY1-1108, Cayman Islands

 Re: Blue Gold Limited
 Registration Statement on Form F-1
 Filed May 7, 2026
 File No. 333-295618
Dear Andrew Cavaghan:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Brian Hirshberg
</TEXT>
</DOCUMENT>

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 BLUE GOLD LIMITED

 94 Solaris Avenue, Camana Bay

 Grand Cayman, KY1-1108, Cayman Islands

 February 6, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. St., N.E.

 Washington, D.C. 20549

 Re:

 Request for Acceleration of Effectiveness of Registration
 Statement on Form F-1 (File No. 333-292509)

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Blue Gold Limited (the " Registrant ") hereby requests the acceleration
of the effective date of the above-referenced Registration Statement on Form F-1 (File No. 333-292509 )
(the " Registration Statement ") so that it will become effective on Tuesday, February 10, 2026 at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable.

 Very truly yours,

 BLUE GOLD LIMITED

 By:

 /s/ Andrew Cavaghan

 Name:
 Title:

 Andrew Cavaghan
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 9, 2026

Andrew Cavaghan
Chief Executive Officer
Blue Gold Limited
94 Solaris Avenue, Camana Ba
Grand Cayman, KY1-1108, Cayman Islands

 Re: Blue Gold Limited
 Registration Statement on Form F-1
 Filed December 31, 2025
 File No. 333-292509
Dear Andrew Cavaghan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Raymond Ressy
</TEXT>
</DOCUMENT>

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Blue Gold Limited

94 Solaris Avenue, Camana Bay

Grand Cayman, KY1-1108, Cayman Islands

Tel. +1 (345) 949 4123

September 16, 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: Claudia Rios and Kevin Dougherty

    Re:
    Acceleration Request

    Blue Gold Limited

    Registration Statement on Form F-1

    File No. 333-288744

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Blue Gold Limited (the “Company”) hereby requests that the effective date for the registration
statement referred to above be accelerated so that it will be declared effective at 9:00 a.m. Eastern Standard Time on September 18, 2025,
or as soon as possible thereafter.

If there is any change in the
acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral
request of acceleration of the effectiveness of the registration statement in accordance with Rule 461. Such request may be made
by an executive officer of the Company or by any attorney from the Company’s counsel, Mayer Brown LLP.

The Company requests that we
be notified of such effectiveness by a telephone call to Brian Hirshberg of Mayer Brown LLP at (212) 506-2176 and that such effectiveness
also be confirmed in writing to BHirshberg@mayerbrown.com.

    Very truly yours,

    Blue Gold Limited

    By:
    /s/ Lorenz Werndle

    Name:
    Lorenz Werndle

    Title:
    Chief Financial Officer

cc: to Brian Hirshberg, Mayer
Brown LLP

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Blue Gold Limited

94 Solaris Avenue, Camana

Bay Grand Cayman, KY1-

1108, Cayman Islands

September 13, 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:  Claudia Rios and Kevin Dougherty

 Re: Blue Gold Ltd

Amendment No. 2 to Registration
Statement on Form F-1

Filed August 26, 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 September 11, 2025, with
respect to the above-referenced Amendment No. 2 to Registration Statement on Form F-1 (the “Registration Statement”),
filed with the SEC on August 26, 2025.

Concurrently with the submission of this letter, the Company is filing
via EDGAR Amendment No. 3 to the Registration Statement on Form F-1 (the “Revised Registration Statement”), which reflects
the Company’s responses from the comments 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.

Amendment No. 2 to Registration Statement
on Form F-1

Cover Page

 1. You list an agent for service located outside of the United States. Instead, please provide an agent
for service with a United States address.

Response:

The Company acknowledges the
Staff’s comment and has appointed Corporation Service Company (CSC) as the Company’s agent for service of process with respect
to the Revised Registration Statement. The Company has revised the cover page of the Revised Registration Statement in response to
the Staff’s comments.

U.S. Securities and Exchange Commission

September 13, 2025

Page 2

Selling Securityholders, page 73

 2. Please include the address for each selling shareholder and disclose the nature of any position, office or other material relationship
that the selling shareholder has had within the past three years with the company or any of its predecessors or affiliates. For example,
we note that selling shareholders include Perception Capital Partners IV LLC, the SPAC sponsor, which is controlled in part by the former
SPAC Director and CEO Rick Gaenzle and Chairman Scott Honour. See Part I, Item 9.D.1 of Form 20-F.

Response:

The Company has revised pages 77-81 of the Revised Registration
Statement in response to the Staff’s comment to include in the footnote for each Selling Shareholder (i) the address for each Selling
Shareholder and (ii) any position, office or other material relationship between such Selling Shareholder within the past three years
with the company or any of its predecessors or affiliates.

*        *        *        *        *        *

U.S. Securities and Exchange Commission

September 13, 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

September 11, 2025
Lorenz Werndle
Chief Financial Officer
Blue Gold Limited
Mourant Governance Services (Cayman) Limited,
94 Solaris Avenue, Camana Bay
Grand Cayman, KY1-1108, Cayman Islands
Re:Blue Gold Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed August 26, 2025
File No. 333-288744
Dear Lorenz Werndle:
            We have conducted a limited review of 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.
Amendment No. 2 to Registration Statement on Form F-1
Cover Page
1.You list an agent for service located outside of the United States. Instead, please
provide an agent for service with a United States address.

Selling Securityholders, page 73
Please include the address for each selling shareholder and disclose the nature of any
position, office or other material relationship that the selling shareholder has had
within the past three years with the company or any of its predecessors or
affiliates. For example, we note that selling shareholders include Perception Capital
Partners IV LLC, the SPAC sponsor, which is controlled in part by the former SPAC 2.

September 11, 2025
Page 2
Director and CEO Rick Gaenzle and Chairman Scott Honour. See Part I, Item 9.D.1
of Form 20-F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Claudia Rios at 202-551-8770 or Kevin Dougherty at 202-551-3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Brian Hirshberg, Esq.

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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

July 30, 2025
Lorenz Werndle
Chief Financial Officer
Blue Gold Ltd
Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman, KY1-1108, Cayman Islands
Re:Blue Gold Ltd
Registration Statement on Form F-1
Filed July 18, 2025
File No. 333-288744
Dear Lorenz Werndle:
            We have conducted a limited review of your registration statement and have the
following comment.
            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-1
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.

July 30, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Morris at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Blue Gold Limited

3109 W. 50th Street, #207

Minneapolis, MN 55410

February 7, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy and Transportation

100 F Street, NE

Washington, D.C. 20549

Attention: Michael Purcell

Re:  Blue Gold Limited

    Registration Statement on Form F-4, as amended

    File No. 333-280195

Dear Mr. Purcell:

Pursuant to Rule 461 of the rules and regulations promulgated under
the Securities Act of 1933, as amended, the Company respectfully requests that the effective date of the above-referenced Registration
Statement on Form F-4 (File No. 333-280195) be accelerated by the Securities and Exchange Commission so as to permit it to become effective
at 4:00 p.m. Washington D.C. time on February 12, 2025, or as soon thereafter as practicable, unless the Company notifies you otherwise
prior to such time.

Please call Joan Guilfoyle of Loeb & Loeb LLP (202-524-8467)
to provide notice of the effectiveness of the Registration Statement.

  Sincerely

  By:
  /s/ Rick Gaenzle

  Name:
  Rick Gaenzle

  Title:
  Chief Executive Officer

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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

February 3, 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. 6 to Registration Statement
on Form F-4

Filed January 28, 2025

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 31, 2025 (the “Staff’s Letter”) regarding Amendment No. 6 to
the Company’s Registration Statement on Form F-4 (“Amendment No.65”). Concurrent herewith, we are filing Amendment No.
7 to the Company’s Registration Statement reflecting the changes set forth below (“Amendment No. 7”). For ease of reference,
we have reproduced the comment below in bold with our response following the comment.

Amendment No. 6 to Registration Statement on
Form F-4

BGHL’s Executive Officer and Director Compensation,
page 189

 1. Please revise your Summary Compensation Table to include compensation information for the last completed
fiscal year ended December 31, 2024. Refer to Item 18(a)(7)(ii) of Form F-4 and Item 6.B. of Form 20-F.

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

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

January 31, 2025
Rick Gaenzle
Chief Executive Officer
Blue Gold Limited
3109 W. 50th Street, #207
Minneapolis, MN 55410
Re:Blue Gold Limited
Amendment No. 6 to Registration Statement on Form F-4
Filed January 28, 2025
File No. 333-280195
Dear Rick Gaenzle:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our January 24, 2025 letter.
Amendment No. 6 to Registration Statement on Form F-4
BGHL's Executive Officer and Director Compensation, page 189
1.Please revise your Summary Compensation Table to include compensation
information for the last completed fiscal year ended December 31, 2024. Refer to Item
18(a)(7)(ii) of Form F-4 and Item 6.B. of Form 20-F.

January 31, 2025
Page 2
            Please contact John Cannarella at 202-551-3337 or Jenifer Gallagher at 202-551-3706
if you have questions regarding comments on the financial statements and related matters.
For any questions relating to engineering comments, you may contact John Coleman at 202-
551-3610 or Karl Hiller at 202-551-3686. Please contact Michael Purcell at 202-551-5351 or
Timothy S. Levenberg at 202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Giovanni Caruso, Esq., of Loeb & Loeb LLP

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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

January 28, 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. 5 to Registration Statement
on Form F-4

Filed January 10, 2025

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 24, 2025 (the “Staff’s Letter”) regarding Amendment No. 5 to
the Company’s Registration Statement on Form F-4 (“Amendment No. 5”). We are also responding to the oral comments given
by Michael Purcell to Giovanni Caruso and Joan Guilfoyle, Esq. on January 24, 2025. Concurrent herewith, we are filing Amendment No. 6
to the Company’s Registration Statement reflecting the changes set forth below (“Amendment No. 6”) 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. 5 to Registration Statement on
Form F-4

Financial Statements

Blue Gold Holdings Limited

Note 4. Asset Acquisition , page F-30

 1. We note your response to prior comment 4 indicates that the obligations associated with the Government
Royalty and Gold Stream are included in the undiscounted cashflows from page 175 of the Technical Report Summary and excluded from the
fair value of the liabilities assumed in the acquisition of the Bogoso Prestea Mine. Please tell us and disclose how you concluded that
it was appropriate to disregard the obligations associated with the Government Royalty and Gold Stream in your calculations of the purchase
price.

RESPONSE: In response to the
Staff’s comment, the Company respectfully advises the Staff that the obligations for the Government Royalty and the Gold Stream
are not considered assumed liabilities in accordance with ASC 805. These obligations are viewed as a post-acquisition expense (ie. operating
expenses). These commitments will be accounted for under ASC 450, and become obligations only when the mine produces gold. The Company
will expense the royalties that are owed in the period incurred and include the necessary disclosures under Commitments and Contingencies.
With respect to the calculation of the purchase price (Note 4 Asset Acquisition F-30), the Government Royalty and Gold Stream are netted
within the Assets Acquired (not the Liabilities Assumed). Specifically, the forecast cash outflows relating to the Government Royalty
and Gold Stream are incorporated in the expenses of the overall mine plan thus reducing the forecast cashflows and in turn reducing the
net present value of the Mineral Rights value and thus the Assets Acquired value.

Oral Comments:

 2. For the Risk Factor entitled “On September 20, 2024, FGR-BPL received a Notice of Termination
of its mining leases from the Minerals Commission of Ghana, which encompass those leases transferred to the Company, for alleged breaches
of the terms of those mining leases. Delays or difficulties in in obtaining a favorable arbitration outcome or in reaching a favorable
agreement with the relevant Ghanaian authorities may interfere with future mining operations or plans of Blue Gold, which could materially
impact our business and financial position in the future.”, please update status.

RESPONSE: In response to the
Staff’s comment, the Company respectfully advises the Staff that the risk factor has been revised on pages 31, 152, 157, 171, to
update the status.

 3. Please reconcile the number of shares referenced in the Exhibit 5.1 opinion with the number shown on
the Fee Table.

RESPONSE: In response to the
Staff’s comment, a corrected Exhibit 5.1 is filed as an exhibit to Amendment No. 6.

 4. On the list of exhibits, Exhibit 10.8 is blank. Please
explain.

RESPONSE: This was
a typographical error and the reference to Exhibit 10.8 has been deleted.

* * * * *

    2

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

3

January 24, 2025
Rick Gaenzle
Chief Executive Officer
Blue Gold Limited
3109 W. 50th Street, #207
Minneapolis, MN 55410
Re:Blue Gold Limited
Amendment No. 5 to Registration Statement on Form F-4
Filed January 10, 2025
File No. 333-280195
Dear Rick Gaenzle:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our January 2, 2025 letter.
Amendment No. 5 to Registration Statement on Form F-4
Financial Statements
Blue Gold Holdings Limited
Note 4. Asset Acquisition , page F-30
1.We note your response to prior comment 4 indicates that the obligations associated
with the Government Royalty and Gold Stream are included in the undiscounted
cashflows from page 175 of the Technical Report Summary and excluded from the
fair value of the liabilities assumed in the acquisition of the Bogoso Prestea
Mine. Please tell us and disclose how you concluded that it was appropriate to
disregard the obligations associated with the Government Royalty and Gold Stream in
your calculations of the purchase price.

January 24, 2025
Page 2
            Please contact John Cannarella at 202-551-3337 or Jenifer Gallagher at 202-551-3706
if you have questions regarding comments on the financial statements and related matters.
For any questions relating to engineering comments, you may contact John Coleman at 202-
551-3610 or Karl Hiller at 202-551-3686. Please contact Michael Purcell at 202-551-5351 or
Timothy S. Levenberg at 202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Giovanni Caruso, Esq., of Loeb & Loeb LLP

CORRESP
1
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.

    2

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.

    3

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.

* * * * *

    4

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

5

January 2, 2025
Rick Gaenzle
Chief Executive Officer
Blue Gold Limited
3109 W. 50th Street, #207
Minneapolis, MN 55410
Re:Blue Gold Limited
Amendment No. 4 to Registration Statement on Form F-4
Filed December 19, 2024
File No. 333-280195
Dear Rick Gaenzle:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our November 27,
2024 letter.
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.

January 2, 2025
Page 2
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.
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.
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

•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 76,717.60
kt 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.
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.

January 2, 2025
Page 3
            Please contact John Cannarella at 202-551-3337 or Jenifer Gallagher at 202-551-3706
if you have questions regarding comments on the financial statements and related matters.
For any questions relating to engineering comments, you may contact John Coleman at 202-
551-3610 or Karl Hiller at 202-551-3686. Please contact Michael Purcell at 202-551-5351 or
Timothy S. Levenberg at 202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Giovanni Caruso, Esq., of Loeb & Loeb LLP

CORRESP
1
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

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.

    2

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.

    4

 · 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.

    5

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

November 27, 2024
Rick Gaenzle
Chief Executive Officer
Blue Gold Limited
3109 W. 50th Street, #207
Minneapolis, MN 55410
Re:Blue Gold Limited
Amendment No. 3 to Registration Statement on Form F-4
Filed November 8, 2024
File No. 333-280195
Dear Rick Gaenzle:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our October 11, 2024 letter.

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.

November 27, 2024
Page 2
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.
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.'"
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.

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.
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.

November 27, 2024
Page 3
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.

•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.

•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.

•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.

•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.
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.
Exhibit 96.1 - Technical Report Summary, page II-2
We understand from your response to prior comment 9, regarding the disparity in the
assumptions for refractory materials processing costs utilized in establishing the cut-
off 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 9.

November 27, 2024
Page 4
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 associated with refractory
materials, unless you are able to show that using assumptions based on historical
experience would not yield a material difference, it appears that you would need to
revise the processing cost assumptions to be consistent with actual experience, to the
extent that you are unable to show how such costs would have declined from the
$34.3/t or $39/t experienced by prior operators as mentioned on pages 138 and 173 of
the technical report summary. Please coordinate as necessary with the qualified
persons involved in preparing the technical report summary to address this concern.

Any rationale for assuming that processing costs will be lower than experienced
historically should be specific to the processing methodology and the relevant
economic factors, and should be described in the accompanying disclosure.  Please
similarly address any disparity between the assumptions utilized in establishing the
cut-off grade and the optimization parameters, including the refractory sulphide plant
operating costs of $26.0/t and the optimization parameter of $34/t mentioned on pages
173 and 123, respectively, of the technical report summary. Please revise disclosures
in your filing as necessary to conform to further changes in the technical report
summary.
10.We understand from your response to prior comment 10, that revisions have been
made to the technical report summary to resolve inconsistencies between the capital
cost estimates reported in Section 18 and those that are shown in Table 19.4.

However, further revisions appear to be necessary to clarify how the capital cost
estimates in Sections 18.1 and 18.2 correlate with the Capital Expenditure Summary
in Section 18.3; also to clarify how the amounts in the Capital Expenditure Summary
in Section 18.3 correlate with the Total SIB CAPEX and the Total Expansion CAPEX
in Table 19.4; and how the cost summary in Table 18.6 correlates with the operating
costs in Table19.4.

Please coordinate with the qualified persons involved in preparing the technical report
summary as necessary to ensure that the information referenced above is consistent
where appropriate and that explanations are provided for any differences in the
accompanying disclosures, along with the rationale.

November 27, 2024
Page 5
General
11.We note that on November 15, 2024, the New York Stock Exchange commenced
proceedings to delist Perception's securities. Please revise your disclosure on the cover
page, at page 62 under "NYSE may delist Perception's securities from trading on its
exchange," and throughout the filing to reflect this development. Highlight any risks
that result from Perception shares trading on the over-the-counter market.
12.We note that section 8.1(h) of the Second Amended and Restated Business
Combination Agreement provides "Perception Class A Ordinary Shares to be issued
in connection with this Agreement shall have been approved for listing on NYSE or
Nasdaq, or such other national exchange as agreed between Perception and BGHL,
subject to official notice of issuance" as a closing condition to the agreement. Please
revise your disclosure accordingly now that Perception Class A Ordinary Shares are
suspended and in the process of being delisted from the NYSE. Disclose whether this
condition has been waived.
            Please contact John Cannarella at 202-551-3337 or Jenifer Gallagher at 202-551-3706
if you have questions regarding comments on the financial statements and related matters.
For any questions relating to engineering comments, you may contact John Coleman at 202-
551-3610 or Karl Hiller at 202-551-3686. Please contact Michael Purcell at 202-551-5351 or
Timothy S. Levenberg at 202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Giovanni Caruso, Esq., of Loeb & Loeb LLP

CORRESP
1
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

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

October 11, 2024
Rick Gaenzle
Chief Executive Officer
Blue Gold Ltd
3109 W. 50th Street, #207
Minneapolis, MN 55410
Re:Blue Gold Ltd
Amendment No. 2 to Registration Statement on Form F-4
Filed September 26, 2024
File No. 333-280195
Dear Rick Gaenzle:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our August 2, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Financial Statements, page 112
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.

 1.

October 11, 2024
Page 2
•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.

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.
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 3.

October 11, 2024
Page 3
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.
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.
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 revise the filing to include updates to the status of
each such approval. Include appropriate risk factors if you are unable to obtain these
licenses and approvals.
Financial Statements, page F-1
6.Please update Blue Gold Holdings Limited's financial statements to include the
period as of and for the interim period ended June 30, 2024 to comply with the
requirements of Item 8(A)(5) of Form 20-F. In addition, please clarify if such updated
financial statements will include the recent acquisition of the Bogoso Prestea Mine.
Exhibits and Financial Statements Schedules
Exhibit 96.1 - Technical Report Summary, page II-1
7.We note that various revisions were made to the technical report summary in response
to prior comments 38 and 39.  However, further revisions appear to be necessary to
address the remaining comments in this letter and the following additional points.

•The historical quantities reported in Section 5 that have not been prepared in
compliance with Subpart 1300 of Regulation S-K should be removed.
•The quantities and grades associated with tailings reported in Section 21 should
be removed as no corresponding mineral resource or reserve have been
established.
We note that several gold prices have been included in the technical report summary
without clear explanation of support or rationale.  For example, the following
disclosures were observed:8.

October 11, 2024
Page 4

•Page 123: disclosure references a pit optimization base case gold price
of US$1500/oz with a revenue factor =1.35 pit shell which equates to a gold price
of $2,050/oz.
•Page 126: disclosure includes a cut-off grade gold price of US$1950/oz.
•Page 177: disclosure includes an average gold price of US$2006/oz for the cash
flow model.

Item 1302(d)(2) and Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K require the
qualified person to select a commodity price that provides a reasonable basis for
establishing the prospects of economic extraction for mineral resources, and to explain
the reason for selecting the price.

Please ask the qualified persons to explain the use of different prices in the technical
report summary and unless appropriate rationale can be established, to revise to use
one consistent gold price.
9.We note disclosures indicating that the cut-off grade utilized is the same for both free
milling and refractory material, based on the process and tailings cost of US$18.00/t
as shown in Table 11.32. However, it appears that for pit optimization a higher
refractory ore cost of US$34/t was utilized as shown in Table 11.31.

Please discuss these observations with the qualified persons and explain to us why a
higher process cost assumption was not considered to be necessary in the cut-off
grade calculation for refractory materials.
10.Please ask the qualified persons to further revise the technical report summary to
reconcile or to resolve the apparent inconsistency between the capital cost estimates
reported in Section 18 and those that are shown in Table 19.4.
11.The cash flow model provided in Tables 19.4 and 19.5 on page 179 should be based
on an annual production schedule to comply with Item 601(b)(96)(iii)(B)(19)(ii) of
Regulation S-K.  Please ask the qualified persons to include the annual production
schedule on separate lines within these tabulations.
Exhibits
12.We reissue prior comment 21. Please file as an exhibit the previously referenced
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
alternative, explain why the registrant does not believe that 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.
13.We note in August 2024 you signed a Gold Advance Payment Purchase Agreement
with Gerald Metals to sell 100% of the total material produced at the Bogoso and
Prestea site for a period of 60 months. Please file this material contract as an exhibit.
Additionally, please discuss in necessary detail any material conditions precedent, and
include corresponding risk factor disclosure if appropriate.

October 11, 2024
Page 5
            Please contact John Cannarella at 202-551-3337 or Jenifer Gallagher at 202-551-3706
if you have questions regarding comments on the financial statements and related matters.
For any questions related to engineering comments you may contact John Coleman at 202-
551-3610 or Karl Hiller at 202-551-3686. Please contact Michael Purcell at 202-551-5351 or
Timothy Levenberg at 202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Giovanni Caruso, Esq., of Loeb & Loeb LLP

CORRESP
1
filename1.htm

    Giovanni Caruso

    Partner

    345 Park Avenue

    New York, NY 10154

    Direct

    Main

    Fax
    212.407.4866
 212.407.4000
 	212.937.3943

    gcaruso@loeb.com

Via
Edgar

September 25, 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

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
Messrs. Purcell and Levenberg:

On
behalf of our client Blue Gold Ltd. (the “Company”), we are writing in response to your letter dated August 2, 2024 (the
“Staff’s Letter”) regarding the Company’s Registration Statement on Form F-4 (the “Registration Statement”)
and Amendment No. 1 to the Registration Statement on Form F-4 (“Amendment No. 1”). Concurrent herewith, we are filing Amendment
No. 2 to the Company’s Registration Statement reflecting the changes set forth below (“Amendment No. 2”) as
well as the requisite exhibits. For ease of reference, we have reproduced the comment below in bold with our responses following the
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.

RESPONSE: In response to the
Staff’s comment, the Company respectfully advises the Staff that disclosure has been added on pages xiv, 70 and 130 to state that
no additional consideration was provided to those shareholders who agreed to waive their redemption rights.

    Michael Purcell
 Timothy Levenberg
 U.S. Securities & Exchange Commission

September 25, 2024

Page 2

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.

In response to the Staff’s comment,
the Company respectfully advises the Staff that it has revised the disclosure on page 4 and 143 of Amendment No. 2 to provide the requested
organizational diagrams.

 3. 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 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.

 RESPONSE: In response to the
Staff’s comment, the Company respectfully advises the Staff that the aggregate dollar amount and nature of what the sponsor and
its affiliates have at risk has been disclosed on pages xxii, 10, 11, 94, and 95. Please note that while the Former Sponsor had made loans
for working capital purposes, in connection with the transfer of control to the Managing Sponsor in November 2023, the Former Sponsor
forgave all such loans. While the Company has incurred debt since that date, no loans have been made by the Managing Sponsor or any of
Perception’s officers, directors or affiliates that remain outstanding nor are any such loans contemplated.

 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.

 RESPONSE:
In response to the Staff’s comment, a dilution analysis has been added on pages xii, 7 and 111 of Amendment No. 2, together
with all assumptions made. The key terms of the various convertible securities have been described on page xi. As noted in response to
Comment 1, there are no working capital loans outstanding that could convert into Private Placement Warrants nor are any such loans contemplated.

    Michael Purcell
 Timothy Levenberg
 U.S. Securities & Exchange Commission

September 25, 2024

Page 3

 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.

In response to the Staff’s comment,
the Company respectfully advises the Staff that the disclosure has been revised throughout Amendment No. 2 to clarify that the Bogoso
Prestea 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, the disclosure clarifies that BGHL has generated no revenue. It is the objective of BGHL to
bring the mine back into production as soon as the necessary mechanical, engineering and metallurgical test work has been completed. BGHL
intends to complete a further definitive feasibility study of the refractory project within 18 months. BGHL will endeavor to acquire the
following material licenses and approvals by November 2024: Environmental Permit, Mine Operating Permit, Fire Certificate, Export Gold
Permit, and Water Usage Permit.

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.

In
response to the Staff’s comment, the Company respectfully advises the Staff that it has revised the disclosure on page 14 of Amendment
No. 2 by removing references to Obuasi TCA for AGA Ghana and AGA Iduapriem as they are not applicable to Blue Gold.

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.

In
response to the Staff’s comment, the Company respectfully advises the Staff that the disclosure on page 28 of Amendment No. 2 has
been revised by removing such risk in its entirety. The government has a statutory pre-emptive right to purchase all gold produced, which
right exists separately from the government’s right to acquire golden shares. The pre-emptive right is rarely used, however, the
government has recently (and on the back of its gold for oil (G4O) initiative) directed all large-scale mining companies to sell 20%
of all their refined gold to the Bank of Ghana (in Ghana Cedis) before any exports.1
No pricing formula is prescribed by statute in connection with the exercise of government’s pre-emption rights. In the example
cited above, the gold was purchased at the spot price with no discounts.2 The Government
of Ghana does not have the right to increase its equity stake in Blue Gold.  Any increase would only be through bilateral agreement.

1 https://www.pmmc.gov.gh/directives-gold-4-oil-programme/.
                                            See also

 https://eiti.org/sites/default/files/2023-01/2020%20GHEITI%20Mining%20Sector%20Reconciliation%20Report_compressed_0.pdf
                                            at page 94

2 Ibid

    Michael Purcell
 Timothy Levenberg
 U.S. Securities & Exchange Commission

September 25, 2024

Page 4

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.

In response to the Staff’s comment,
the Company respectfully advises the Staff that the disclosure on page 30 of Amendment No. 2 has been revised. The value of the Cedi
relative to the USD improved during second quarter of 2023, but since then has continued to depreciate against the USD. As a result,
the impact of any inflation in local costs has been offset by the depreciation in the value of the Cedi against the USD, given that the
Company’s revenues will be in USD.

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 otherwised 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.

RESPONSE: In response to the
Staff’s comment, the disclosure has been revised to clarify that both the Managing Sponsor and the Former Sponsor are Delaware
limited liability companies, not Cayman Islands limited liability company. The requested Risk Factor entitled “We may not be able
to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign
investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS),
or ultimately prohibited” has been added on page 49 of Amendment No. 2.

    Michael Purcell
 Timothy Levenberg
 U.S. Securities & Exchange Commission

September 25, 2024

Page 5

 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.

RESPONSE:
In response to the Staff’s comment, a table has been added on page xiii disclosing the effective underwriting fee on a percentage
basis at reach redemption level presented.

 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.

RESPONSE: In response to the
Staff’s comment, the referenced risk factor has been revised to include the specified disclosure on page 55 of Amendment No. 2.

 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

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.

August 2, 2024
Page 5
•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
Page 7
report summary, though without adequate details of the assumptions involved. We see
that you have included a chart listing the types of

CORRESP
1
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

July 5, 2024

Daniel Morris
 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

Registration Statement on Form F-4

Filed on June 14, 2024

File No. 333-280195

Dear Mr. Morris:

On behalf of our client Blue
Gold Ltd. (the “Company”), we are writing in response to your letter dated June 28, 2024 (the “Staff’s Letter”)
regarding the Company’s Registration Statement on Form F-4 (the “Registration Statement”). As requested in the Staff’s
Letter, the Company has today filed an amendment to the Registration Statement (“Amendment No. 1”) so as to file Exhibit 96
and the related consent of the preparer of the Technical Report

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

United States securities and exchange commission logo
June 28, 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
File No. 333-280195
Dear Rick Gaenzle:
            Our initial review of your registration statement indicates that it fails in a material
respect to comply with the requirements of the Securities Act of 1933, the rules and regulations
thereunder and the requirements of the form. More specifically, we note that Blue Gold Limited
has not provided a Technical Report Summary, as required by Item 1302(b)(2) and Item
601(b)(96) of Regulation S-K. Please file an amendment to your registration statement that
contains a Technical Report Summary.
            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses this deficiency.

            Please contact Daniel Morris at 202-551-3314 with any questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Giovanni Caruso, Esq., of Loeb & Loeb LLP