Filing Details
- Accession Number:
- 0001213900-25-062210
- Form Type:
- 13G Filing
- Publication Date:
- 2025-07-08 20:00:00
- Filed By:
- RCF VII Sponsor LLC
- Company:
- Blue Gold Ltd.
- Filing Date:
- 2025-07-09
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
---|---|---|---|
RCF VII Sponsor LLC | 0 | 1,903,125 | 6.2% |
Resource Capital Fund VII L.P. | 0 | 1,903,125 | 6.2% |
Resource Capital Associates VII L.P. | 0 | 1,903,125 | 6.2% |
RCFM GP L.L.C. | 0 | 1,903,125 | 6.2% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Blue Gold Limited (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G1331C104 (CUSIP Number) |
06/25/2025 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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SCHEDULE 13G
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CUSIP No. | G1331C104 |
1 | Names of Reporting Persons
RCF VII Sponsor LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,903,125.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | G1331C104 |
1 | Names of Reporting Persons
Resource Capital Fund VII L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,903,125.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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CUSIP No. | G1331C104 |
1 | Names of Reporting Persons
Resource Capital Associates VII L.P. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,903,125.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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CUSIP No. | G1331C104 |
1 | Names of Reporting Persons
RCFM GP L.L.C. | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,903,125.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
![]() | ||||||||
11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
12 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13G
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Item 1. | ||
(a) | Name of issuer:
Blue Gold Limited | |
(b) | Address of issuer's principal executive offices:
Mourant Governance Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman, KY1-1108, Cayman Islands | |
Item 2. | ||
(a) | Name of person filing:
This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(1) RCF VII Sponsor LLC (the "Sponsor"), a Delaware limited liability company. The principal business of the Sponsor is to sponsor the Issuer. The securities included in this statement are held directly by the Sponsor.
(2) Resource Capital Fund VII L.P. ("RCF VII"), a Cayman Islands exempt limited partnership. The principal business of RCF VII is investing in securities. RCF VII is the sole managing partner of the Sponsor.
(3) Resource Capital Associates VII L.P. ("Associates VII"), a Cayman Islands exempt limited partnership. Associates VII is the general partner of RCF VII. The principal business of Associates VII is to act as the general partner of RCF VII.
(4) RCFM GP L.L.C. ("RCFM GP"), a Delaware registered limited liability company. RCFM GP is the general partner of Associates VII. The principal business of RCFM GP is to act as the general partner of Associates VII and other RCF entities..
The sole members of RCFM GP are Messrs. Brett M. Beatty, Richard Brereton, , Lyle D. Bruce, Christopher J. Corbett, Russell L. Cranswick, Mason G. Hills, James T. McClements, Michael J. Rowe, Calum Semple, Martin Valdes and Ms. Jacqueline A. Murray and Ms. Michele Valenti (collectively, the "Principals"). The investment and finance decisions of RCFM GP are made by the managing member, James McClements, and the other authorized officers, consisting of Brett M. Beatty, Richard Brereton, Lyle D. Bruce, Christopher J. Corbett, Russell L. Cranswick, Mason G. Hills, Jacqueline A. Murray, Michael J. Rowe, Calum Semple, Martin Valdes and Michele Valenti. The business of RCFM GP is directed by the officers of RCFM GP. The Principals serve as executive officers of RCFM GP.
The business address of each of Messrs. Brereton, Cranswick, Hills, Valdes and of Ms. Murray and Ms. Valenti is 1400 Wewatta Street, Suite 850, Denver, Colorado 80202. The business address of Messrs. Beatty, Bruce, Corbett, McClements, and Rowe is 24 Kings Park Road, Level 1, West Perth WA 6005, Australia. The business address of Mr. Semple is 85 Great Portland Street, First Floor, London W1W 7LT.
The principal occupation of Messrs. Beatty, Brereton, Bruce, Corbett, Cranswick, Hills, McClements, Rowe, Semple, Valdes and Ms. Murray and Ms. Valenti is serving as senior executives of the Resource Capital Funds which include RCF VII.
RCF VII and Associates VII are each Cayman Islands exempt limited partnerships.
RCFM GP is a Delaware limited liability company.
Mr. Brereton and Ms. Valenti are citizens of the United States. Mr. Cranswick is a citizen of Canada. Messrs. Beatty, Bruce, Corbett, Hills, McClements, Rowe and Ms. Murray are citizens of Australia. Mr. Semple is a citizen of the United Kingdom. Mr. Valdes is a citizen of Chile.
During the last five years, none of the Reporting Persons nor any Principal has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any Principal has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making such Reporting Person or Principal subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
(b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is as follows:
(1) The address for the Sponsor is 1400 Wewatta St., Suite 850, Denver, Colorado 80202.
(2) The address for RCF VII is 1400 Wewatta St, Suite 850, Denver, Colorado 80202.
(3) The address for Associates VII is 1400 Wewatta St, Suite 850, Denver, Colorado 80202.
(4) The address for RCFM GP is 1400 Wewatta St, Suite 850, Denver, Colorado 80202. | |
(c) | Citizenship:
See response to Item 4 on the cover page. | |
(d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
(e) | CUSIP No.:
G1331C104 | |
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
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(j) | ![]() please specify the type of institution: | |
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Item 4. | Ownership | |
(a) | Amount beneficially owned:
See response to Item 9 on the cover page. | |
(b) | Percent of class:
See response to Item 11 on the cover page.
Based on 30,571,764 Class A Ordinary Shares outstanding as of June 25, 2025, as reported in the Issuer's Shell Company Report on Form 20-F, which was filed with the SEC on July 1, 2025. | |
(c) | Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page. | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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Item 10. | Certifications: |
Not Applicable
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SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 Joint Filing Agreement, dated as of July 9, 2025, by and among RVF VII Sponsor LLC, RCFM GP L.L.C., Resource Capital Associates VII L.P. and Resource Capital Fund VII L.P. |