Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Blue Gold Ltd (Name of Issuer) |
Class A ordinary shares (Title of Class of Securities) |
G1331C104 (CUSIP Number) |
Carla Parsons 94 Solaris Avenue, Camana Bay, PO Box 1348 Grand Cayman, E9, KY1-1108 44 7904 383701 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G1331C104 |
| 1 |
Name of reporting person
Cavaghan Andrew | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,984,229.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Does not include 1,738 shares held by Ms. Elizabeth Cavaghan, Mr. Cavaghan's spouse, over which Mr. Cavaghan does not have voting or investment control. Mr. Cavaghan disclaims beneficial ownership over such shares.
SCHEDULE 13D
|
| CUSIP No. | G1331C104 |
| 1 |
Name of reporting person
BCMP Services Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
|
||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Mr. Cavaghan was a 50% shareholder and director in BCMP Services Limited. See Item 2 and 5(c).
SCHEDULE 13D
|
| CUSIP No. | G1331C104 |
| 1 |
Name of reporting person
Pegasus Capital Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,631,965.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Mr. Cavaghan is the sole owner of Pegasus Capital Limited.
SCHEDULE 13D
|
| CUSIP No. | G1331C104 |
| 1 |
Name of reporting person
Pegasus Capital Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Mr. Cavaghan is a 50% shareholder of Pegasus Capital Holdings Limited.
SCHEDULE 13D
|
| CUSIP No. | G1331C104 |
| 1 |
Name of reporting person
Ms. Elizabeth Cavaghan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,518.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Ms. Elizabeth Cavaghan is Mr. Cavaghan's spouse and 50% shareholder in Pegasus Capital Holdings Limited.
SCHEDULE 13D
|
| CUSIP No. | G1331C104 |
| 1 |
Name of reporting person
Blue Gold Holdings Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
350,000.00 |
||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Mr. Cavaghan is the sole director of Blue Gold Holdings Ltd.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares | |
| (b) | Name of Issuer:
Blue Gold Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman,
CAYMAN ISLANDS
, KY1-1108. | |
Item 1 Comment:
This Amendment No. 2 (the "Amendment") amends and supplements the Schedule 13D filed with the SEC on July 8, 2025, as previously amended by the Schedule 13D/A filed with the SEC on July 17, 2025 (the "Schedule 13D"). Except as set forth in this Amendment, the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Schedule 13D. The following items of Schedule 13D are hereby amended as follows: | ||
| Item 2. | Identity and Background | |
| (c) | Mr. Cavaghan, a natural person, is (i) the Chief Executive Officer and member of the board of directors of the Issuer, (ii) the sole shareholder of Pegasus Capital, (iii) a 50% shareholder of Pegasus Capital Holdings and (iv) the sole director of BGHL. Ms. Cavaghan, a natural person, is Mr. Cavaghan's spouse. Pegasus Capital, a Cayman Islands exempted company limited by shares, is principally engaged in the business of investing in and holding the securities of the Issuer and other companies. Pegasus Capital Holdings, a private company limited by shares formed under the laws of England and Wales, is principally engaged in the business of investing in and holding the securities of the Issuer and other companies. Pegasus Capital Holdings is 50% owned by Mr. Cavaghan and 50% owned by Ms. Cavaghan. BGHL is a company incorporated in England and Wales, with the intent to acquire, develop, finance, license, and operate gold mines. BGHL's initial activities are focused on the Ashanti Gold Belt located in Ghana. BGHL is a wholly-owned subsidiary of the Issuer. BCMP Services Limited, a private company limited by shares formed under the laws of England and Wales, provides management services to Blue International Holdings group. Blue International Holdings group was co-founded by Mr. Cavaghan to raise and invest in energy and mining projects in sub-Saharan Africa. Mr. Cavaghan was previously a director and 50% shareholder of BCMP Services. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses to this Item 5 and the information on the cover page are based on 35,147,712 Class A ordinary shares outstanding as of February 4, 2026 as reported in the Issuer's Registration Statement on Form F-1 filed with the U.S. Securities and Exchange Commission on February 5, 2026. The Reporting Persons may be deemed to have, in the aggregate, beneficial ownership of 3,984,229 Class A ordinary shares, which represents approximately 11.3% of the Issuer's outstanding Common Shares. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. | |
| (b) | The Reporting Persons may be deemed to have, in the aggregate, beneficial ownership of 3,984,229 Class A ordinary shares, which represents approximately 11.3% of the Issuer's outstanding Common Shares. Andrew Cavaghan has sole voting power over 3,977,449.00 Class A ordinary shares; shared voting power over 6,780.00 Class A ordinary shares; sole dispositive power over 3,977,449.00 Class A ordinary shares; and shared dispositive power over 6,780.00 Class A ordinary shares. BCMP Services Limited has sole voting and dispositive power over 763,750 Class A ordinary shares. Pegasus Capital Limited has sole voting and dispositive powers over 2,631,965 Class A ordinary shares. Pegasus Capital Holdings Limited has shared voting and dispositive power over 6,780.00 Class A ordinary shares. Blue Gold Holdings Limited has sole voting and dispositive power over 350,000.00 Class A ordinary shares. Ms. Elizabeth Cavaghan has sole voting and sole dispositive power over 1,738.00 Class A ordinary shares and shared voting and dispositive power over 6,780.00 Class A ordinary shares. The information provided under Item 2 of this 13D is hereby incorporated by reference into this Item 5. | |
| (c) | On October 28, 2025, Mr. Cavaghan resigned as a director BCMP Services and transferred his 50% ownership in BCMP Services, such that he is no longer deemed to have beneficial ownership over such shares. On December 12, 2025, BGHL entered into a Securities Purchase Agreement with BCMP Services pursuant to which BGHL sold 1,850,000 Class A ordinary shares back to BCMP Services on the same terms as it originally purchased them. On December 17, 2025, BCMP Services sold 183,750 Class A ordinary shares. On January 22, 2026, BCMP Services sold 1,041,250 Class A ordinary shares. On March 3, 2026, BCMP Services sold 1,086,250 Class A ordinary shares. The transactions listed above that occurred on December 17, 2025, January 22, 2026 and March 3, 2026 of BCMP Services occurred after Mr. Cavaghan resigned from BCMP Services and transferred his ownership therein, such that he had no knowledge of such transactions and they had no impact on his beneficial ownership of the Company. On March 4, 2026, Pegasus Capital Limited sold 19,460 Class A ordinary shares in the open market at a weighted average price of $1.9132 per share pursuant to a 10b5-1 Plan. On March 5, 2026, Pegasus Capital Limited sold 5,540 Class A ordinary shares in the open market at a weighted average price of $1.7883 per share pursuant to a 10b5-1 Plan. | |
| (e) | On October 28, 2025, Mr. Cavaghan resigned as a director BCMP Services and transferred his 50% ownership in BCMP Services, such that he is no longer deemed to have beneficial ownership over such shares. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Joint Filing Agreement | ||
| 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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