M&A - Blue Gold Ltd

Form Type: F-4/A

Filing Date: 2025-02-03

Corporate Action: Merger

Type: Update

Accession Number: 000121390025009081

Filing Summary: This registration statement is an amendment to Form F-4 regarding a Business Combination Agreement involving Blue Gold Limited and Perception Capital Corp. IV, originally dated December 5, 2023, with subsequent amendments. The agreement details the merger where Perception will merge into Blue Gold Limited, which will survive as the main entity. The structure includes the formation of a subsidiary, Blue Merger Sub, for the merger process. Additionally, Blue Gold Limited will issue Class A Ordinary Shares to shareholders of BGHL as part of the merger consideration, totaling 11,450,000 shares valued at $10.00 each. The document outlines the voting proposals for shareholders, including the Business Combination Proposal, the Merger Proposal, and the Adjournment Proposal to be voted on at the upcoming extraordinary general meeting. The approval processes for these proposals are detailed, listing the necessary resolutions and voting thresholds required for each. The board unanimously supports the proposals and highlights potential conflicts of interest for directors and officers. The emerging growth company status of Blue Gold Limited post-merger is also acknowledged, exempting it from certain reporting requirements under U.S. regulations.

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Form Type: F-4/A

Filing Date: 2025-01-28

Corporate Action: Merger

Type: Update

Accession Number: 000121390025007590

Filing Summary: This filing pertains to Blue Gold Limited's registration statement for the proposed Business Combination with Perception Capital Corp. IV. The Business Combination involves Perception merging with Blue Gold Limited, with Blue Gold Limited being the surviving entity. The document outlines the restructuring of the merger through the formation of a wholly owned subsidiary named Blue Merger Sub. Upon completion of the transaction, shareholders of Blue Gold Limited will receive a total of 11,450,000 newly issued Class A Ordinary Shares valued at $10.00 each as part of the merger consideration. It includes details about the extraordinary general meeting to consider approving the Business Combination Proposal and related proposals, where the board has unanimously recommended approval. The vote is crucial for ensuring the transaction proceeds, providing shareholders their redemption rights and clarifying various procedural steps and proposals associated with the meeting.

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Form Type: F-4/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025002391

Filing Summary: On January 10, 2025, Blue Gold Limited filed Amendment No. 5 to its Form F-4 registration statement in connection with a Business Combination Agreement with Perception Capital Corp. IV and Blue Gold Holdings Limited. The document outlines a series of merger transactions where Perception will merge with Blue Gold Limited, the latter being the surviving entity, with additional structural modifications detailed in the Second Amended and Restated Business Combination Agreement dated June 12, 2024. The agreement modifies the previous arrangements and includes the formation of a new subsidiary, Blue Merger Sub, that will facilitate the merger, and stipulates the issuance of 11,450,000 Class A Ordinary Shares as merger consideration. Shareholder meetings and voting instructions are included, along with details regarding redemption rights for Perception’s Public Shareholders, ensuring that holders can redeem shares for cash before the consummation of the merger. The filing indicates Blue Gold Limited's eligibility for emerging growth company status, allowing reduced reporting obligations under SEC rules. The merger is pending shareholder approval, proposed to be finalized as soon as practicable after all conditions are satisfied. Risk factors and further details are extensively documented.

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Form Type: CORRESP

Filing Date: 2024-12-18

Corporate Action: Merger

Type: Update

Accession Number: 000121390024110255

Filing Summary: On December 18, 2024, Blue Gold Ltd filed Amendment No. 4 to their Registration Statement on Form F-4 following comments from the SEC regarding a prior filing. Key points include disclosures about the business combination with Perception Capital Corp. IV, detailing an extension of the deadline for the business combination to January 31, 2025, due to shareholder approval allowing a delay until November 15, 2025. The filings address risk factors, tax implications, and the pro forma financial position post-business combination, noting a 10% non-controlling interest to be issued to the Government of Ghana in an ongoing mining operation. Additionally, the company outlined modifications to financial statements and tax opinions based on SEC feedback, clarified financial implications of impending changes in NYSE trading status, and affirmed commitments to ensuring corrected disclosures in response to prior comments. The company is actively seeking to list its shares on Nasdaq now that its NYSE listing is facing challenges.

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Form Type: CORRESP

Filing Date: 2024-11-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390024096006

Filing Summary: Blue Gold Ltd filed Amendment No. 3 to its Registration Statement on Form F-4 in response to comments from the SEC regarding Amendment No. 2. The amendments include extensive updates on the company's acquisition of the Bogoso Prestea Mine and related asset disclosures. Key financial disclosures relate to pro forma adjustments for mining assets and the accounting techniques used as per FASB standards. The company clarified the nature and expected life of several fixed assets acquired, detailed assumptions for future cash flow calculations, and addressed concerns over royalty obligations. The company’s financials as of June 30, 2024, now reflect this acquisition, ensuring compliance with SEC requirements. Significant updates also pertain to the ongoing requirements and risks associated with obtaining necessary licenses and public approvals for operation, along with the implications of a Gold Advance Payment Purchase Agreement signed with Gerald Metals that outlines an advance payment structure for capital and operational funding linked to the mine's productivity.

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Form Type: CORRESP

Filing Date: 2024-09-25

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390024081916

Filing Summary: On September 25, 2024, Blue Gold Ltd submitted correspondence to the U.S. Securities & Exchange Commission regarding its ongoing registration statement on Form F-4 and the subsequent amendments. This includes the filing of Amendment No. 2 which addresses comments from the SEC. Key revisions include the absence of additional consideration for shareholders waiving redemption rights, clarifications on the suspended operations of the Bogoso Prestea Mine, and a detailed analysis of dilution risks for shareholders. The company provided insights into its corporate structure pre-and post-business combination, quantitative details regarding financial risks and projected operational restart costs, and disclosed the status of licenses and permits needed for operation resumption by November 2024. The correspondence also refines risk factors associated with the involvement of non-U.S. persons in the transaction and the potential impact of U.S. foreign investment regulations.

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