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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2025
Commission File Number: 001-42717
Blue Gold Limited
(Translation of registrant’s name into English)
Mourant Governance Services (Cayman) Limited
94 Solaris Avenue, Camana Bay
Grand Cayman, KY1-1108, Cayman Islands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Amendment of Loan Agreement
Blue Gold Limited (the “Company”) entered into an amendment (the “Amendment”), effective November 17, 2025, to a certain loan agreement (the “Loan Agreement”), dated November 4, 2025, with City First Capital Pty Ltd, as the lender thereunder. The Loan Agreement was described in the Company’s Report of Foreign Issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “Commission”) on November 5, 2025 and the full text of the Loan Agreement was furnished to the Commission as Exhibit 10.1 thereto. The Amendment amends the Loan Agreement as follows:
| ● | to amend the cancellation provision of the Loan Agreement to state that either party may cancel the Loan Agreement prior to Drawdown with no further financial obligation to the other party, other than the Establishment Fee, if the Conditions Precedent have not been met by December 16, 2025, and |
| ● | to amend the definition of the “Establishment Fee” to be 250,000 ordinary shares of the Company due upon signing of the Amendment but settled no later than December 1, 2025. |
Capitalized terms used in this report and not otherwise defined have the meaning ascribed to them in the Loan Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is furnished herewith as Exhibit 10.1, and is incorporated herein by reference.
Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Loan Agreement between City First Capital Pty Ltd and Blue Gold Limited, effective November 17, 2025. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 18, 2025 | Blue Gold Limited |
| /s/ Andrew Cavaghan | |
| Andrew Cavaghan | |
| Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO LOAN AGREEMENT
This Amendment to the LOAN AGREEMENT ( the “Amendment”) between CITY FIRST CAPITAL PTY LTD A.C.N. 667 872 479 of 1/20 Clifford Street, Mosman NSW 2088 (the “Lender”) and Blue Gold Limited 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, KY1- 1108, Cayman Islands (the “Borrower”; together with the Lender, the “Parties” and, each, a “Party”) is effective as of November 17, 2025 (the “Effective Date”). Capitalized terms used but not defined have the meaning ascribed to such term in the Original Agreement.
BACKGROUND
| A. | The Parties entered into that certain Loan Agreement dated 4 November 2025 (the “Original Agreement”). |
| B. | Pursuant to Clause 15.1 of the Original Agreement, the Original Agreement may be amended by a written instrument signed by both Parties. |
| C. | Both Parties desire to enter into the Amendment and by executing the Amendment, the Parties agree as follows: |
AGREEMENT
| 1. | Amendments: |
| a. | Clause 3.6 is amended and restated as follows: |
Either Party may cancel this Agreement prior to Drawdown and have no further financial obligation to the other, other than the Establishment Fee, if the Conditions Precedent have not been met by the 16th of December 2025.
| b. | Schedule 2 – Reference Section – Commercial Details, the definition of Establishment Fee is amended and restated as follows: |
Establishment Fee: 250,000 Ordinary Shares of the Borrower (the “Establishment Shares”) due on signing this document, but to be settled with the issue of the Establishment Shares no later than the 1st of December 2025.
| 2. | Miscellaneous: |
a. Full Force and Effect References to Original Agreement. Except as expressly modified by this Amendment, the Original Agreement remains unmodified and is in full force and effect and binding upon the Parties. All of the representations warranties covenants terms and conditions of the Original Agreement are unaffected by this Amendment and shall continue to be and remains in full force and effect in accordance with their respective terms as if fully restated in this Amendment This Amendment shall inure to the benefit of and be binding upon the undersigned Parties and their respective legal representatives successors and assigns. All references to “this Agreement” in the Original Agreement shall be deemed to refer to the Original Agreement as amended by this Amendment.
b. Counterparts. This Amendment may be executed in counterparts each of which shall be an original for all purposes and all of which counterparts taken together shall constitute one agreement. Signatures to this Amendment executed and/or transmitted by electronic means shall be valid and effective to bind the parties.
c. Governing Law. This Amendment and the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New South Wales.
d. Definitions. All capitalized terms not otherwise defined are used with the respective definitions given them in the Original Agreement.
e. Entire Agreement. The Original Agreement, as amended by this Amendment, contains the entire agreement of the parties with respect of the subject and supersedes all prior conversations discussions and agreements relating to the subject matter of this Amendment.
[Signature Page to Follow]
Each Party has executed this Amendment to be effective as of the Effective Date.
SIGNED by CITY FIRST CAPITAL
as the Lender in accordance
section 127 of the Corporations Act 2001 (Cth)
| By: | /s/ Mehment E Erdogan | |
| Name: | Mehment E Erdogan |
SIGNED by a Director of BLUE GOLD LIMITED
as the Borrower in accordance section
127 of the Corporations Act 2001 (Cth):
| By: | /s/ Andrew Cavaghan | |
| Name: | Andrew Cavaghan | |
| Title: | Director |
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