Blue Gold (BGL) Registration filing summary

Offering details and pricing

• The company entered into a Securities Purchase Agreement on August 29, 2025, authorizing up to $5,434,783 in senior convertible notes and warrants to purchase up to 215,299 ordinary shares, with an initial closing of $3,804,348 in notes and 150,709 warrants at an 8% original issue discount, and an additional closing of $1,630,435 in notes and 64,590 warrants at an 8% discount.

• The senior convertible notes bear interest at 7% per annum (12% upon default), are convertible at $13.51 per share, and mature 12 months from issuance, with conversion subject to a 4.99% beneficial ownership cap (increasable to 9.99% with 61 days' notice).

• The warrants are exercisable at $16.88 per share until September 3, 2030, and may be exercised on a cashless basis if no effective registration statement is available.

• The company agreed to register the resale of shares underlying the notes and warrants, with the initial registration statement due within 30 days and effectiveness deadlines of 60 days (or 15 trading days if not reviewed by the SEC).

• The company paid a $750,000 commitment fee to the investor, either in cash or shares, and reimbursed up to $15,000 in legal expenses.

Use of proceeds and capital allocation

• Proceeds from the sale of the notes and warrants are to be used for general corporate purposes.

Risk factors and disclosures

• The notes and warrants contain anti-dilution and adjustment provisions, including for share splits, combinations, and dilutive issuances.

• The notes are senior to all other indebtedness, and the company is restricted from incurring senior debt, making restricted payments, or effecting variable rate transactions while the notes are outstanding.

• The investor is limited to a maximum 4.99% (or 9.99% with notice) beneficial ownership of outstanding shares.

• The company is required to maintain Nasdaq listing and registration of shares, and to reserve at least 200% of the shares needed for conversion and exercise.

• The agreement includes customary indemnification provisions for both parties and prohibits the company from entering into more favorable terms with other investors without extending them to the buyer.