[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_98":99},"routes/item",{"_9":10},"item",{"_11":12,"_13":14,"_15":16,"_17":18,"_19":20,"_21":-5,"_22":23,"_24":25,"_26":27,"_28":29,"_30":29,"_31":32,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":-5,"_46":47,"_48":-5,"_49":-5,"_50":51,"_52":53,"_54":55,"_56":57,"_58":57,"_59":60,"_61":40,"_62":63},"id","b6wgdomvio57ues9654q04ng0","revision",2,"title","Blue Gold Limited 发布 2025 年股权激励计划","originalTitle","Blue Gold Ltd (0002019435) (Filer)","summary","Blue Gold Limited 提交了 2025 年股权激励计划的注册声明。该计划包含公司员工的股票奖励安排。注册声明引用了公司 2025 年度财报及多份 6-K 报告。","reason","source",{"_11":88,"_89":90,"_91":92,"_93":57,"_94":95,"_96":97},"links",{"_85":86,"_63":87},"publishedAt","2026-10-21T20:30:26.000Z","discoveredAt","2026-10-21T22:55:51.370Z","timelineAt","category","tip","tags",[81,82,83,84],"stockSymbols",[80],"score",23,"selected",false,"channel","news","story",{"_72":73,"_15":74},"x","readingMode","full","author","language","body",{"_76":-5,"_63":77,"_78":-5,"_79":40},"outline",[],"relatedStories",[75],"indexable",true,"markdownAvailable","group",{"_64":65,"_43":66,"_67":68,"_69":70,"_71":70},"hasTranslation","bodyLanguage","original","factId","fOy5iXmiRW0o",{"_72":73,"_15":74},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","64eb1237-90f0-48dc-b28a-6441d9ed039b","Blue Gold Limited 股权激励计划",{"_72":73,"_15":74},"zh","

As filed with the Securities and Exchange Commission\non October 21, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER
\nTHE SECURITIES ACT OF 1933

Blue Gold Limited

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n

Cayman Islands		Not Applicable
(State or other jurisdiction of \n incorporation or organization)		(I.R.S. Employer \n Identification No.)

\n \n \n \n \n \n \n \n \n

Mourant Governance Services (Cayman) Limited \n 94 Solaris Avenue, Camana Bay \n Grand Cayman, Cayman Islands		KY1-1108
(Address of Principal Executive Offices)		(Zip Code)

Blue Gold Limited

2025 Equity Incentive Plan

(Full title of the plan)

Corporation Service Company

251 Little Falls Drive

Wilmington, DE 19808

(Name and address of agent for service)

(800) 221-0102

(Telephone number, including area code, of agent\nfor service)

Copies to:

Joseph M. Lucosky Esq.
\nLucosky Brookman LLP
\n101 Wood Avenue South, 5th Floor

Iselin, NJ 08830
(732) 395-4400

Indicate by check mark whether the registrant\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.\nSee definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and\n“emerging growth company” in Rule 12b-2 of the Exchange Act:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☐
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee\nPlan Annual Information.*

\n \n \n \n

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Blue Gold Limited (the “Company”)\nhereby incorporates by reference into this registration statement the following documents filed with Securities and Exchange Commission\n(the “Commission”):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

1.	The Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 filed on April 29, 2026;

2.	The Company’s Reports on Form 6-K furnished with the SEC on May 6, 2026, May 20, 2026, June 1, 2026, June 15, 2026, July 6, 2026, July 8, 2026, July 9, 2026, July 13, 2026, July 16, 2026, July 27, 2026, July 28, 2026, September 24, 2026 and October 8, 2026; and

5.	The description of the Company’s Class A ordinary shares incorporated by reference in the Company’s registration statement on Form 8-A (File No. 001-42717) filed with the Commission on June 25, 2025, including all amendments or reports filed by us for the purpose of updating those descriptions.

In addition, all documents\nsubsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date of this registration\nstatement and prior to the filing of a post-effective amendment to this Registration Statement which indicated that all securities offered\nhereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this\nregistration statement and to be a part hereof from the date of filing of such documents.

Any statement contained in\na document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of\nthis registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is\nor is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded\nshall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

You may request a copy of\nany filings referred to above (excluding exhibits), at no cost, by contacting the Company at the following address:

Blue Gold Limited

Mourant Governance Services (Cayman) Limited

94 Solaris Avenue, Camana Bay

Grand Cayman, KY1-1108

Cayman Islands

Tel: +1 (345) 949 4123

II - 1

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Cayman Islands law does not\nlimit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except\nto the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification\nagainst civil fraud or the consequences of committing a crime. Blue Gold Limited’s Amended and Restated Memorandum and Articles\nof Association provide that every director or officer of the Company shall be indemnified against any liability incurred by that director\nor officer as a result of any act or failure to act in carrying out their functions other than such liability (if any) that the director\nor officer may incur by their own actual fraud, willful default or willful neglect. This standard of conduct is generally the same as\npermitted under Delaware corporate law for a Delaware corporation. In addition, Blue Gold Limited entered into indemnification agreements\nwith its directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in\nthe Amended and Restated Memorandum and Articles of Association.

Insofar as indemnification\nfor liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing\nprovisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities\nAct and is therefore unenforceable.

Blue Gold Limited entered\ninto indemnification agreements with its directors and senior executive officers that provide such persons with additional indemnification\nbeyond that provided in the Amended and Restated Memorandum and Articles of Association.

Item 7. Exemption from Registration Claimed.

Not Applicable.

II - 2

Item 8. Exhibits.

The following exhibits are\nfiled as part of this registration statement:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to the Annual Report on Form 20-F filed on April 29, 2026).
5.1*		Opinion of Mourant Ozannes (Cayman) LLP
23.1*		Consent of Lao Professionals, independent registered public accounting firm
23.2*		Consent of PKF Littlejohn LLP, independent registered public accounting firm of Blue Gold Limited and BGHL
23.3*		Consent of Mourant Ozannes (Cayman) LLP (included in Exhibit 5.1).
23.4*		Consent of Kimathi & Partners, Corporate Attorneys
23.5*		Consent of SLR Consulting Ltd. (formerly Wardell Armonstrong International) in connection with Technical Report Summary
23.6*		Consent of Dr. John Arthur in connection with Technical Report Summary
23.7*		Consent of Pannell Kerr Forster of Texas P.C., independent registered public accounting firm of Blue Gold Limited and BGHL
24.1*		Powers of Attorney (included on signature page)
99.1*		Blue Gold Limited 2025 Equity Incentive Plan.
107*		Calculation of Filing Fee Table

\n \n \n \n

*	Filed herewith.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period\nin which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus\nrequired by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus\nany facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)\nwhich, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding\nthe foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed\nthat which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the\nform of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no\nmore than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table\nin the effective registration statement;

II - 3

(iii) To include any material\ninformation with respect to the plan of distribution not previously disclosed in the registration statement or any material change to\nsuch information in the registration statement;

provided, however, that paragraphs (a)(1)(i)\nand (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective\namendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section\n13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose\nof determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement\nrelating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide\noffering thereof.

(3) To remove from registration\nby means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes\nthat, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report\npursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit\nplan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the\nregistration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering\nof such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities\narising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to\nthe foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission\nsuch indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event\nthat a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a\ndirector, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by\nsuch director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion\nof its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether\nsuch indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication\nof such issue.

II - 4

SIGNATURES

Pursuant to the requirements\nof the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements\nfor filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,\nin Grand Cayman, Cayman Islands on October 21, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Blue Gold Limited (Registrant)

By:	/s/ Kevin Clark
	Kevin Clark
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE\nPRESENTS, that each person whose signature appears below appoints Kevin Clark as his true and lawful attorney-in-fact, for him and in\nhis name, place and stead, in any and all capacities, to sign any and all amendments (including any post-effective amendments) to this\nRegistration Statement on Form S-8, and to file the same, with all exhibits thereto and any other documents in connection therewith, with\nthe Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each\nand every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby\nratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the\ncapacities indicated and on the date indicated.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name and Title		Date

/s/ Kevin Clark		October 21, 2026
Kevin Clark
Executive Chairman
(principal executive officer)

/s/ Shah Nawaz		October 21, 2026
Shah Nawaz
Chief Financial Officer
(principal financial officer and principal accounting officer)

/s/ David Edward		October 21, 2026
David Edward, Director

/s/ Phil Newall		October 21, 2026
Phil Newall, Director

/s/ Gary Herman		October 21, 2026
Gary Herman, Director

/s/ Candice Beaumont		October 21, 2026
Candice Beaumont, Director

II - 5

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE\nUNITED STATES

Pursuant to the Securities\nAct of 1933, the undersigned, the duly authorized representative in the United States of Blue Gold Limited has signed this registration\nstatement or amendment thereto in New York, New York on October 21, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Authorized U.S. Representative

By:	/s/ Gary Herman
Name:	Gary Herman
Title:	Authorized Representative in the United States

II - 6

","zhKind","complete","BGL","政策与监管","退市","IPO","SEC","aihot","/items/b6wgdomvio57ues9654q04ng0","https://www.sec.gov/Archives/edgar/data/2019435/000121390026111361/0001213900-26-111361-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","kind","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1792886400&sig=b0bada4cd007de1a","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1792886400&sig=26cf4d38510eea17 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1792886400&sig=cfef26c407c66057 96w","changelogVersion","2026-10-01T08:00"]