•        Import and export regulations, including restrictions on the export of gold;

•        Disadvantages relating to submission to the jurisdiction of foreign courts or arbitration panels or enforcement or appeals of judgments at foreign courts or arbitration panels against a sovereign nation within its own territory;

•        Royalty and tax increases or claims, including retroactive increases and claims and requests to renegotiate terms of existing investment agreements, contracts of work, leases, royalties and taxes, by governmental entities, including such increases, claims and/or requests by the government.

•        Changes in laws or regulations in the jurisdictions in which BGHL operates, including in changes resulting from changes in political administrations;

•        Risk of increased taxation related to impacts to government revenue as a result of challenging socioeconomic conditions, including recessions and/or in connection with heath and community emergencies, such as COVID-19 and other pandemics, epidemics or outbreaks;

•        Fines, fees, and sanctions imposed for failure to comply with the laws and regulations of the jurisdictions in which BGHL operates;

•        Risk of loss due to inability to access BGHL’s properties or operations;

•        Other risks arising out of foreign sovereignty over the areas in which BGHL’s operations are conducted, including risks inherent in contracts with government owned entities such as unilateral cancellation or renegotiation of contracts, licenses or other mining rights;

•        Delays in obtaining or renewing, or the inability to obtain, maintain or renew, necessary governmental permits, mining or operating leases and other agreements and/or approvals;

•        Risk of loss due to civil strife, acts of war, guerrilla activities, insurrection and terrorism;

•        Claims for increased mineral royalties or ownership interests by local or indigenous communities;

•        Risk of loss due to criminal activities such as trespass, blockade, local artisanal or illegal mining, organized crime by drug cartels, theft and vandalism;

•        Delays in obtaining or renewing collective bargaining or certain labor agreements;

•        Disadvantages of competing against companies from countries that are not subject to the rigorous laws and regulations of the U.S. or other jurisdictions, including without limitation, the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and the Dodd-Frank Act;

•        Increases in training and other costs and challenges relating to requirements by governmental entities to employ the nationals of the country in which a particular operation is located;

•        Increased financing costs;

•        Currency fluctuations, particularly in countries with high inflation;

•        Foreign exchange controls

Emerging Market Risks

Emerging markets, such as Ghana, are generally subject to greater risks, including legal, regulatory, economic and political risks, than more developed markets. There may also be unpredictability with respect to court judgments, including in cases involving the local government. Accordingly, investors should exercise particular care in evaluating the risks involved and should consider whether, in light of these risks, investing in the shares of a company whose assets and operations are based in an emerging market is appropriate. Economic crises in the country may reduce overall investor appetite for securities of issuers operating in developing countries generally, even for such issuers that operate outside the regions directly affected by the crises. Past economic crises in developing countries have often resulted in significant outflows of international capital and caused issuers operating in developing countries to face higher costs for raising funds, and in some cases have effectively impeded access to international capital markets for extended periods.

Thus, even though the economy of Ghana remains relatively stable, financial turmoil in such a developing economy could have an adverse effect on BGHL’s business, financial condition, results of operations, prospects or liquidity.

Ghana Government Participation in the Mining Sector and Potential Risks of Expropriation

BGHL’s operations in Ghana are subject to political, economic and other risks.

BGHL will operate in Ghana under an investment agreement which established a fixed fiscal and legal regime, including fixed royalty and tax rates, for its operations in Ghana. The Republic of Ghana has experienced worsening socioeconomic conditions in recent years. The Ghanaian cedi has experienced significant depreciation with inflation. Ghana’s credit rating worsened to speculative grade, at near default to default levels, as the Ghanaian Finance Ministry announced suspension of debt service payments in December 2022 on the majority of its external debt, including commercial and bilateral loans, and that Ghana was seeking to restructure its debt. Efforts in early 2023 to put in place a domestic debt exchange program have faced setbacks from pension funds and by individual bond holders leading to amended terms. Continued economic recession and/or unfavorable macroeconomic indicators have also resulted in pressures from the Government of Ghana to obtain more revenue and benefits from mining companies on the back of anti-mining sentiment and perceived inequities that the industry is not contributing its fair share. To address budgetary deficits, the Government of Ghana has in the past initiated measures to generate additional revenue from the mining industry and other sectors of the economy as it attempts to increase revenue collection through various tax audits and investigations, proposed new fees, increased revenue and tax initiatives and other vehicles. Other risks include impacts to supply chain, restrictions and local procurement requirements, increase in key commodity prices, more restrictive local banking requirements including requirements for repatriation of proceeds to banks domiciled in Ghana, limitations on capacity of banks to provide reclamation bonds, requests for further local employment requirements, requests for contract renegotiation and increases in contract rates and other costs. Additionally, the government may grant artisanal mining rights or alternative mining rights, such as sand and gravel, in locations in which BGHL has land rights, but no active operations, impacting BGHL’s non-operational land positions. Economic setbacks and anti-mining sentiment can also result in an increase in community frustration and friction with artisanal small-scale mining resulting in conflicts, which can negatively impact BGHL’s operations in Ghana.

On September 20, 2024, FGR-BPL received a Notice of Termination of its mining leases from the Minerals Commission of Ghana, which encompass those leases transferred to the Company, for alleged breaches of the terms of those mining leases. Delays or difficulties in in obtaining a favorable arbitration outcome or in reaching a favorable agreement with the relevant Ghanaian authorities may interfere with future mining operations or plans of Blue Gold, which could materially impact our business and financial position in the future.

On May 15, 2024, BG-BPL became the new leaseholder of record for the Bogoso Prestea Mine. BG-BPL assumed the related leases and licenses pursuant to the Purchase and Assumption Agreement with the Previous Leaseholder dated January 27, 2024. Subsequently, on September 20, 2024, the Previous Leaseholder received a notice of termination of mining leases (the “Commission Notice”) from the Minerals Commission of Ghana (the “Mineral Commission”) alleging violations of the related leases. After the Commission Notice, the Mineral Commission formed an Interim Management Committee (“IMC”), and the IMC assumed managerial control of the mine site. The Company and the Previous Leaseholder, pursuant to the Minerals and Mining Act 2006 (Act 703) (the “Mining Act”), actively dispute the contents and legality of the Commission Notice and the appointment of an IMC. On October 14, 2024, the Company delivered notice to the Republic of Ghana requesting settlement of the Company’s dispute pursuant to the Agreement between the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the Republic of Ghana for the Promotion and Protection of Investments, signed in Accra on March 22, 1989 and entered into force on October 25, 1991 (“UK-Ghana BIT”). Pursuant to Article 10 of the UK-Ghana BIT, the Company retains the right to initiate international arbitration proceedings against the Republic of Ghana if the dispute is not resolved within three months from the date of the Company’s notice dated October 14, 2024. Pending the resolution of the Company’s dispute, BGHL has been advised by Kimathi Partners, its counsel in Ghana, that pursuant to Section 27(5) of the Mining Act, the leases remain valid and in full effect. During the period since the Commission Notice, there has been media attention and speculation regarding the Bogoso Prestea Mine, including reporting from certain media outlets in Ghana that the Bogoso Prestea mining leases were issued to a third party by the Ghanaian Minister of Lands and Natural Resources. To the Company’s knowledge, no such issuance has occurred. Further, if such action were taken, Kimathi Partners has further advised BGHL that under Section 5 of the Mining Act, Ghanaian law requires parliamentary approval of such issuance of the mining lease and, consequently, BGHL would contest as part of the ongoing dispute described in this paragraph.

Further, in the event the arbitration outcome is favorable to the existing mining leases, successful mine development, infrastructure construction, and mineral production is dependent on obtaining all necessary consents, approvals, and licenses provided elsewhere in this prospectus for a successful design, construction, and operation of efficient gathering, processing, and transportation facilities. No assurance can be given that we will be able to resolve this matter or obtain all necessary consents, approvals, and licenses in a timely manner, or at all. If the outcome of the arbitration is unfavorable, it can adversely affect the value of the Company’s business. Delays or difficulties in in obtaining a favorable arbitration outcome or in obtaining relevant approvals, may interfere with future mining operations or plans of Blue Gold, which could materially impact our business and financial position in the future.

The state may compulsorily acquire land that is subject to a mineral right.

The State can compulsorily acquire land that is subject to a mineral right. Ghana’s constitution stipulates that compulsory acquisition must be made under a law that makes provision for prompt payment of fair and adequate compensation and a right of access to the High Court by any person who has an interest in or right over the land for the determination of his interest or right and the amount of compensation to which he is entitled. Additionally, the Minister of Lands and Natural Resources has a first right to buy all minerals and products derived from the refining or treatment of them — raised, won or obtained in Ghana as well as from any area covered by territorial waters, the exclusive economic zone or the continental shelf. Therefore, there remains a risk to BGHL’s business that the government could exercise these powers, though it has not sought to do so.

Foreign Exchange Surrender Requirement for Mining Companies

In August 2022, the Bank of Ghana began working with mining firms and international oil companies to purchase the foreign exchange arising from the voluntary repatriation of their proceeds. The rationale was to boost the supply of foreign exchange to the economy and strengthen the Bank of Ghana’s foreign exchange auctions. In May 2023, the Government indicated that the surrender requirement will be gradually phased out, however the Bank of Ghana will continue to engage with mining and oil and gas companies, to encourage voluntary repatriation of foreign exchange.

Any downturn in Ghana’s economy may impact BGHL’s growth, profitability and ability to continue BGHL’s operations.

Although Ghana’s attractiveness has significantly improved over the past few years, thanks to recent business-friendly reforms, enhanced connectivity and the availability of digital services, the current turbulent nature of the economy could pose a risk to BGHL’s operations and BGHL’s business will be adversely affected by any downturn in the money.

Any downturn in Ghana’s economy could adversely affect BGHL’s operations and profitability. In 2022, Ghana’s economic growth decreased as a result of the country’s sovereign debt crisis. In December, Ghana ceased to make payments on its external debt to official bilateral and external commercial creditors, leading to mounting arrears. The country agreement reached with the International Monetary Fund in mid-May 2023 is the first step towards a comprehensive debt-restructuring process that will involve the G20 group, including China, and domestic debt issued to banks that have already suffered substantial haircuts.

In the third quarter of 2022, Ghana’s GDP growth slowed to +2.9% from +6.4% the previous year. Non-extractive industries led the downturn because they were hit the hardest by the widespread slowdown brought on by falling corporate and consumer confidence. However, a pick-up in growth of extractive operations is projected to have kept GDP growth at around +3.1% in 2022.

Central bank reserves dropped to a critically low level in the past quarters and the local currency (Cedi) has depreciated significantly. Exports of gold and oil helped reduce the current account deficit from 3.2% of GDP in 2021 to 2.1% in 2022, more than offsetting the impact of rising imports. However, intense balance of payment pressures resulted since Ghana was cut off from international capital markets, faced capital withdrawals and had trouble rolling over central bank foreign exchange liabilities. Gross international reserves fell to USD1.1bn (0.5 months of imports) at the end of February 2023, almost USD5bn below the level of mid-2021, largely due to foreign exchange interventions by the Bank of Ghana to reduce volatility. As a result of these factors, the value of the Cedi, the local currency, has dropped by more than -50% since the end of 2021.

In December 2022, inflation reached 54% due to a number of factors, including a rise in global energy and food costs as well as the lingering impact of fiscal and monetary stimulus during the pandemic, a decline in the value of the currency and massive monetary financing by the government. By April 2023, inflation dropped to 41% and the Cedi temporarily appreciated against the USD, but the value of the Cedi has continued to decline during 2024.

Growth is predicted to remain muted over the coming years, with inflation gradually returning to the single digits in latter parts of 2024. Starting in 2026, growth is expected to begin rising again towards its long-term potential of about +5%. The anticipated development of oil and gas production, as well as the opening of huge new gold mines, are all contributing factors to the extractive industry’s relatively robust performance. Exposure to negative terms-of-trade shocks from Ghana’s overreliance on commodities will be partly mitigated by the variety of the export basket, which includes gold, crude oil and cocoa (80% of total exports).

Notwithstanding the current high inflationary environment in Ghana, BGHL anticipates offsetting any inflation in Cedi denominated costs locally by generating revenue in USD through the sale of gold on the global metal trading market. The value of the USD has almost tripled from 6 Cedi at the beginning of 2022 to over 15 Cedi in 2024.

Potential Change of Control Restrictions

Ghana’s Mineral and Mining Act provides that a person who intends to become a controller of a mining company must serve a written notice of his intention on the Minister of Lands and Natural Resources. The person may become a controller of the mining company only if the Minister issues a written notice of no objection or fails to issue a notice of no objection within two months from the date of service of the notice on the Minister. The Minerals and Mining Act, 2006 (Act 703) defines a controller as a person who is entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of the mining company or its subsidiary, either alone or with associates. The Minister is mandated by Ghana’s constitution to exercise his discretion reasonably.

This change of control requirement under Ghana law could potentially be a risk to transfer of ownership and may impact BGHL’s ability to enter into certain business transactions.

Mining companies are increasingly required to consider and provide benefits to the communities and countries in which they operate in order to maintain operations.

As a result of public concern about the real or perceived detrimental effects of economic globalization and global climate impacts, businesses generally, and large multinational corporations in natural resources industries in particular, face increasing public scrutiny of their activities. These businesses are under pressure to demonstrate that, as they seek to generate satisfactory returns on investment to shareholders, other stakeholders, including employees, governments, communities surrounding operations and the countries in which they operate, benefit and will continue to benefit from their commercial activities. Such pressures tend to be particularly focused on companies whose activities are perceived to have a high impact on their social and physical environment. In Ghana, for instance, a number of community related demonstrations occurred during 2018 and 2019 in response to the perceived impacts of BGHL’s operations on the land and on fairness of compensation.

Similarly, a number of community based groups continue pressuring BGHL for additional benefits related to jobs, training and benefit sharing. BGHL is seeking mechanisms for dialogue to understand concerns and address impacts and benefits in a transparent and participatory manner. The potential consequences of these pressures include operational disruption, reputational damage, legal suits, increasing social investment obligations to communities and pressure to increase taxes and royalties payable to governments.

Risks Related to Our Business

Mining and Exploration activities involve a high degree of risk.

When BGHL commences operations on its mining properties, it will be subject to all the hazards and risks normally encountered in the mining of and exploration for deposits of gold. These hazards and risks include, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, pit-wall failures, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and legal liability. Milling operations, if any, are subject to various hazards, including, without limitation, equipment failure and failure of retaining dams around tailings disposal areas, which may result in environmental pollution and legal liability.

The parameters that would be used at BGHL’s properties in estimating possible mining and processing efficiencies would be based on the previous operating experience at these properties and the experience of its management and the independent consultants, gained elsewhere. Various unforeseen conditions can occur that may materially affect estimates based on those parameters. Other unforeseen and uncontrollable difficulties may occur in planned operations at our properties that could lead to failure of the operation.

Growing production costs could affect our financial condition.

BGHL anticipates that costs at its projects, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, rubber, and electricity that are used in its operations. Such commodities are at times subject to volatile price movements, including increases that could make extraction at certain operations less profitable. A material increase in costs at any significant location could have a significant effect on BGHL’s profitability.

Supplies and equipment needed for exploration may not always be available. If BGHL is unable to secure raw materials and exploration supplies, BGHL may have to delay BGHL’s anticipated business operations.

Competition and unforeseen limited sources of supplies needed for BGHL’s proposed exploration work could result in occasional shortages of supplies of certain products, equipment or materials. There is no guarantee BGHL will be able to obtain certain products, equipment and/or materials as and when needed, without interruption, or on favorable terms, if at all. Such delays could affect BGHL’s anticipated business operations and increase BGHL’s expenses.

If BGHL does not hedge BGHL’s exposure to reductions in gold prices, BGHL may be subject to significant reductions in price.

BGHL does not use hedging transactions with respect to any of BGHL’s gold production. Accordingly, BGHL may be exposed to more significant price fluctuations if gold prices decline. While the use of hedging transactions limits the downside risk of price declines, their use also may limit future revenues from price increases. Hedging transactions also involve the risk that the counterparty may be unable to satisfy its obligations.

Government regulation may adversely affect our business and planned operations.

BGHL’s mining activities are subject to various laws governing prospecting, mining, development, production, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local residents and other matters in Ghana. New rules and regulations may be enacted, or existing rules and regulations may be applied in a manner that could limit or curtail exploration at our mining properties in Ghana and other locations. The economics of any potential mining operation on BGHL’s properties would be particularly sensitive to changes in the tax regimes.

Amendments to current laws, regulations and permits governing our operations and the general activities of mining and exploration companies, or more stringent implementation thereof, could cause unanticipated increases in our exploration expenses, capital expenditures or future extraction or production costs, or could result in abandonment or delays in establishing operations at our mining properties in Ghana.

BGHL’s operations could be negatively affected by existing laws as well as potential changes in laws and regulatory requirements to which BGHL is subject, including regulation of mineral exploration and ownership, environmental regulations and taxation.

The exploration and development of mineral properties is subject to laws and regulations in the countries in which they are located in a variety of ways, including regulation of mineral exploration and land ownership, environmental regulation and taxation. These laws and regulations, as well as future interpretation of or changes to existing laws and regulations, may require substantial increases in capital and operating costs to us and delays, interruptions, or a termination of operations.

In order to obtain permits for exploration or potential future development of mineral properties, environmental regulations generally require a description of the existing environment, including but not limited to natural, archeological and socio-economic environments, at the project site and in the region; an interpretation of the nature and magnitude of potential environmental impacts that might result from such activities; and a description and evaluation of the effectiveness of the operational measures planned to mitigate the environmental impacts. The expenditures to obtain exploration permits to conduct BGHL’s exploration activities may be material to BGHL’s total exploration cost.

The laws and regulations in all the countries in which BGHL operates, or owns assets are continually changing and are generally becoming more restrictive, especially environmental laws and regulations. As part of BGHL’s ongoing exploration activities, BGHL has made expenditures to comply with such laws and regulations, but such expenditures could substantially increase BGHL’s costs to achieve compliance in the future. Delays in obtaining or failure to obtain

government permits and approvals or significant changes in regulation could have a material adverse effect on BGHL’s exploration activities, BGHL’s ability to locate economic mineral deposits, and BGHL’s potential to sell, joint venture or eventually develop BGHL’s properties, which could have a material adverse effect on BGHL’s financial position or results of operations.

Our activities are subject to environmental laws and regulation that may materially adversely affect our future operations, in which case our operations could be suspended or terminated.

BGHL is subject to a variety of statutes, rules and regulations in connection with its exploration activities. BGHL is required to obtain various governmental permits to conduct exploration at and development of its property. Obtaining the necessary governmental permits is often a complex and time-consuming process involving numerous agencies. The duration and success of each permitting effort is contingent upon many variables not within its control. In the context of permitting, including the approval of reclamation plans, BGHL must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority. The failure to obtain certain permits or the adoption of more stringent permitting requirements could have a material adverse effect on BGHL’s business, plans of operation, and property in that it may not be able to proceed with its exploration programs. Compliance with statutory environmental quality requirements may require significant capital investments, significantly affect its earning power, or cause material changes in its intended activities. Environmental standards imposed by governments may be changed or become more stringent in the future, which could materially and adversely affect its proposed activities. As a result of these matters, BGHL’s operations could be suspended or cease entirely.

Minerals exploration and mining are subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in the minerals industry) at a reasonable price. To the extent that BGHL becomes subject to environmental liabilities, the remediation of any such liabilities would reduce funds otherwise available to us and could have a material adverse effect on its financial condition. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

Inability to obtain a number of material licenses will prevent commencement of mining and materially adversely affect our future operations

To begin operations, BG-BPL must obtain the following material licenses: Environmental Permit, Mine Operating Permit, Fire Certificate, Export Gold Permit, and Water Usage Permit. If any of these licenses are not obtained it will prevent commencement of mining operations and production and will materially adversely affect our future operations.

Land reclamation and mine closure may be burdensome and costly and such costs may exceed BGHL’s estimates.

Land reclamation and mine closure requirements are generally imposed on mining and exploration companies, such as ours, which require us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form. The actual costs of reclamation and mine closure are uncertain and planned expenditures may differ from the actual expenditures required. Therefore, the amount that BGHL is required to spend could be materially higher than current estimates. Any additional amounts required to be spent on reclamation and mine closure may have a material adverse effect on BGHL’s financial performance, financial position and results of operations and may cause us to alter BGHL’s operations. In addition, BGHL is required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of BGHL’s operations. Letters of credit or other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operation.

Future legislation and administrative changes to the mining laws could prevent us from exploring and operating our properties.

New laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct exploration and mining activities. Any change in the regulatory structure making it more expensive to engage in mining activities could cause us to cease operations. We are at this time unaware of any proposed Ghanian laws and regulations that would have an adverse impact on the future of our Ghanian mining properties.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.

A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to various climate change interest groups and the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These impacts may adversely impact the cost, production and financial performance of our operations.

There are significant hazards associated with mining activities, some of which may not be fully covered by insurance.

The mining business is subject to risks and hazards, including environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions or machine failure. These occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability.

BGHL expects to maintain insurance policies that protect against property loss and business interruption in amounts that BGHL believes are reasonable taking into account the nature of, and risks related to, BGHL’s business and operations as well as the cost of policy premiums. Such insurance is, however, subject to certain exclusions and potential claims could exceed policy limits. There is no guarantee that BGHL will receive insurance proceeds with respect to a particular event or loss. Insurance fully covering many environmental risks, including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production, is not generally available. Any liabilities that BGHL incurs for these risks and hazards could be significant and could adversely affect results of operations, cash flows and financial condition.

We compete with larger, better capitalized competitors in the mining industry.

The mining industry is very competitive. Much of BGHL’s competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. BGHL’s competitors may be able to respond more quickly to new laws or regulations or emerging technologies or devote greater resources to the expansion or efficiency of their operations than BGHL can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to BGHL’s detriment. BGHL may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on BGHL’s business, financial condition, or results of operations.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could adversely and materially affect BGHL’s operations.

Exploration for and production of minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Few properties that are explored are ultimately advanced to production. BGHL’s current exploration efforts, and future development and mining operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to:

•        economically insufficient mineralized material;

•        fluctuations in production costs that may render mining uneconomical;

•        availability of labor, contractors, engineers, power, transportation and infrastructure;

•        labor disputes;

•        potential delays related to social, public health, and community issues;

•        unanticipated variations in grade and other geological problems;

•        environmental hazards;

•        water conditions;

•        difficult surface or underground conditions;

•        metallurgical and other processing problems;

•        mechanical and equipment performance problems;

•        industrial accidents, personal injury, fire, flooding, cave-ins, landslides and other natural disasters; and

•        decrease in resources due to a lower price of gold.

Any of these risks can adversely and materially affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues and production dates. BGHL currently has no insurance to guard against any of these risks, except in very limited circumstances. If BGHL determines that capitalized costs associated with any of BGHL’s mineral interests are not likely to be recovered, BGHL would incur a write-down of BGHL’s investment in these interests. All of these factors may result in losses in relation to amounts spent and those amounts that would then not be recoverable.

BGHL is dependent on information technology systems, which are subject to certain risks, including cybersecurity risks, data leakage risks, and risks associated with implementation and integration.

BGHL is dependent upon information technology systems in the conduct of BGHL’s business. Any significant breakdown, invasion, virus, cyberattack, security breach, destruction, or interruption of these systems by employees, others with authorized access to BGHL’s systems, or unauthorized persons could negatively impact BGHL’s business. BGHL’s systems and insurance coverage for protecting against cyber security risks may not be sufficient. Although to date BGHL has not experienced any material losses relating to cyberattacks, BGHL may suffer such losses in the future. BGHL may be required to expend significant additional resources to continue to modify or enhance BGHL’s protective measures. BGHL and Perception also may be subject to significant litigation, regulatory investigation, and remediation costs associated with any information security vulnerabilities, cyberattacks or security breaches.

BGHL’s business could be negatively impacted by security threats, including cybersecurity threats, and other disruptions.

BGHL faces various security threats, including attempts by third parties to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the safety of BGHL’s employees; threats to the security of BGHL’s infrastructure; and threats from terrorist acts. There can be no assurance that the procedures and controls BGHL uses to monitor and mitigate BGHL’s exposure to these threats will be sufficient in preventing them from materializing. If any of these events were to materialize, they could lead to losses of sensitive information, critical infrastructure, personnel or capabilities essential to BGHL’s operations and could have a material adverse effect on

BGHL’s reputation, financial condition, results of operations, or cash flows. Although to date BGHL has not experienced any significant cyber-attacks, there can be no assurance that BGHL will not be the target of such attacks in the future. As cyber threats continue to evolve, BGHL may be required to expend significant additional resources to continue to modify or enhance BGHL’s protective measures or to investigate and remediate any security vulnerabilities.

SEC rules regarding mining property disclosure by companies reporting with the SEC may result in increased operating and legal costs.

On October 31, 2018, the SEC adopted new rules to modernize mining property disclosure in reports filed with the SEC in order to harmonize SEC disclosure requirements with international standards. These rules became effective after January 1, 2021. The rules require the preparation and filing of technical reports on the BGHL’s properties on a more frequent basis than would have been required in the past. BGHL’s reporting requirements and the preparation of technical reports and assessments may result in significant compliance costs.

Capital Expenditures & Capital Investment

We are an exploration stage property and our success is subject to the substantial risks inherent in the establishment of a new business venture.

The implementation of our business strategy and our business operations are in the exploration stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, our intended business operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

You may lose all or part of your investment.

If BGHL is unable to effectively develop, mine, recover and sell adequate quantities of gold or generate cash flows from other activities, it is unlikely that the cash generated from BGHL’s internal operations will suffice as a source of the liquidity necessary for anticipated working capital requirements. There is no assurance that BGHL’s initiatives to improve its liquidity and financial position will be successful. Accordingly, there is substantial risk that BGHL will be unable to continue as a going concern. In the event of insolvency, liquidation, reorganization, dissolution or other winding up of BGHL, which will be Perception’s primary asset post Business Combination, Perception’s creditors would be entitled to payment in full out of Perception’s assets before holders of Ordinary Shares would be entitled to any payment, and the claims on such assets may exceed the value of such assets.

BGHL’s business requires substantial capital investment and BGHL may be unable to raise additional funding on favorable terms.

The construction and operation of potential future projects and various exploration projects will require significant funding. BGHL’s operating cash flow and other sources of funding may become insufficient to meet all of these requirements, depending on the timing and costs of development of these and other projects. As a result, new sources of capital may be needed to meet the funding requirements of these investments and fund BGHL’s ongoing business activities. Perception’s ability to raise and service significant new sources of capital will be a function of macroeconomic conditions, future gold prices, BGHL’s operational performance and its current cash flow and debt position, among other factors. In the event of lower gold prices, unanticipated operating or financial challenges, or a further dislocation in the financial markets as experienced in recent years, BGHL’s ability to pursue new business opportunities, invest in existing and new projects, fund BGHL’s ongoing operations and retire or service all of its outstanding obligations could be significantly constrained.

Failure to obtain the advance payment facility or a delay in obtaining it, could have a material adverse effect on BGHL’s ability to adequately explore, develop and operationalize the mines. This may have a material adverse effect on the exploration, results of operation, financial condition, and cashflows.

On August 19 2024, BGHL entered into a Gold Advance Payment Purchase Agreement (the “Advance Payment Agreement”) with Gerald Metals Sarl, a company incorporated in Switzerland (“Gerald Metals”) for an advance payment facility of up to a maximum amount of twenty-five million USD ($25,000,000). The Advance Payment

Agreement was entered into to enable BGHL to finance the exploration, development, and operation of its mine. There is the risk that the performance of the conditions precedent under the Advance Payment Agreement is likely to be delayed beyond the closing of the Business Combination as will any dilutive impact on shareholders. To the extent that the closing of the Business Combination occurs, there is a risk that the Blue Gold shareholders may experience a dilutive effect to the value of their shares if Gerald Metals exercises its conversion option under the Advance Payment Agreement. Additionally, if BGHL does not meet the conditions precedent under the agreement and is not able to obtain the advance payment facility, it may lead to material adverse effects on its ability to effectively explore, develop, and operate the mine.

Failure to obtain the advance payment facility or a delay in obtaining it, could have a material adverse effect on BGHL’s ability to adequately explore, develop and operationalize the mines. This may have a material adverse effect on the exploration, results of operation, financial condition, and cashflows.

Perception’s shares will be subordinate to all of Perception’s debts and liabilities, which increases the risk that you could lose your entire investment.

Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debt financing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assets remaining for distribution to our shareholders after payment of our debts.

BGHL’s financial situation creates doubt whether we will continue as a going concern.

Since inception, BGHL’s primary sources of liquidity have been cash flows from a loan provided by an affiliated company and funds generated from the issuance of convertible loan notes payable. As of June 30, 2024, BGHL had an aggregate cash and cash and cash equivalents balance of $0 and a net working capital deficit of $3,326,211. On December 30, 2023, BGHL entered into loan agreement with an affiliate entity pursuant to which the affiliate agreed to make vendor payments to cover start-up and other operating costs on behalf of BGHL.

BGHL’s future capital requirements will depend on many factors, including BGHL’s revenue growth rate, the timing and extent of spending to support further sales and marketing and research and development efforts. In order to finance these opportunities, BGHL will need to raise additional financing. While there can be no assurances, BGHL intends to raise such capital through issuances of additional equity raises, as well as through the Business Combination. If additional financing is required from outside sources, BGHL may not be able to raise it on terms acceptable to BGHL or at all. If BGHL is unable to raise additional capital when desired, its business, results of operations and financial condition would be materially and adversely affected.

As a result of the above, in connection with BGHL’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that BGHL’s liquidity condition raises substantial doubt about BGHL’s ability to continue as a going concern through twelve months from the date these financial statements are available to be issued. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should BGHL be unable to continue as a going concern.

indemnity agreements. The exculpation provisions may have the effect of preventing shareholders from recovering damages against Perception’s directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use Perception’s limited assets to defend Perception’s directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Blue Gold Limited will incur significantly increased costs and devote substantial management time as a result of operating as a public company.

As a public company, Blue Gold Limited will incur significant legal, accounting and other expenses that BGHL did not incur as a private company. Blue Gold Limited will be, subject to the reporting requirements of the Exchange Act, and be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations of the SEC and Nasdaq although as a foreign private issuer, its compliance obligations are more limited that for a domestic issuer. Compliance with these requirements has increased and will continue to increase Blue Gold Limited’s legal and financial compliance costs will make some activities more time-consuming and costly. In addition, Blue Gold Limited expects that its management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, Blue Gold Limited expects to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase when Blue Gold Limited is no longer an emerging growth company. Perception has hired additional accounting personnel and Blue Gold Limited may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and may need to incur additional costs to ensure Perception meets the applicable requirements of the Sarbanes-Oxley Act.

Failure to manage BGHL’s growth effectively could cause its business to suffer and will have an adverse effect on its financial condition and operating results.

Failure to manage BGHL’s growth effectively could cause its business to suffer and have an adverse effect on its financial condition and operating results. To manage its growth effectively, BGHL must continually evaluate and evolve its business and manage employees, operations, finances, technology and development, and capital investments efficiently. Its efficiency, productivity and the quality of its business may be adversely impacted if it fails to appropriately coordinate across all of its business operations. Additionally, rapid growth may place a strain on its resources, infrastructure, and ability to maintain the quality of our production. If and when BGHL’s structure becomes more complex as it adds additional staff, BGHL will need to improve its operational, financial and management controls as well as its reporting systems and procedures. BGHL’s failure to manage its growth could disrupt its operations and ultimately prevent it from generating revenues.

If Blue Gold Limited’s business plans are not successful, it may not be able to continue operations as a going concern and its shareholders may lose their entire investment in it.

Blue Gold Limited’s ability to manage growth effectively will depend on its ability to quickly scale-up operations and to recruit, train and manage operations, management, and technical personnel. There can be no assurance that management will be able to manage growth effectively. However, its current plan calls for retaining the current successful management team and adding experienced personnel to the team to enable it to meet its production expansion plan.

If Blue Gold Limited is unable to properly manage the growth of its business, it may experience significant strains on its management and operations and disruptions in its business. In addition, Blue Gold Limited may not have sufficient working capital to fund the expansion of its operations and to provide the working capital necessary for our ongoing operations and obligations. It may need to raise significant additional capital to fund its operating expenses, pay its obligations, and grow its company. Therefore, future operations may be adversely impacted.

BGHL may not be able to operate successfully if BGHL is unable to recruit, hire, retain and develop key personnel and a qualified and diverse workforce. In addition, BGHL is dependent upon BGHL’s employees being able to perform their jobs in a safe and respectful work environment.

BGHL depends upon the services of a number of key executives and management personnel. BGHL’s success is also dependent on the contributions of BGHL’s highly skilled and experienced workforce. BGHL’s ability to achieve BGHL’s operating goals depends upon BGHL’s ability to recruit, hire, retain, and develop qualified and diverse personnel

to execute on BGHL’s strategy. BGHL is fundamentally committed to creating and maintaining a work environment in which employees are treated fairly, with dignity, decency, respect and in accordance with all applicable laws. BGHL recognizes that bullying, sexual harassment and harassment based on other protected categories, including race, have been prevalent in every industry, including the mining industry. Features of the mining industry, such as being a historically hierarchical and male-dominated culture, create risk factors for harmful workplace behavior. While BGHL does not tolerate discrimination and harassment of any kind (including but not limited to sexual, gender identity, race, religion, ethnicity, age, or disability, among others), BGHL’s policies and processes may not prevent or detect all potential harmful workplace behaviors. If BGHL fails to maintain a safe, respectful, and inclusive work environment, it could impact BGHL’s ability to retain talent and maintain a diverse workforce and damage BGHL’s reputation. There continues to be competition over highly skilled personnel in BGHL’s industry. If BGHL loses key personnel, or one or more members of BGHL’s senior management team, and BGHL fails to develop adequate succession plans, or if BGHL fails to hire, retain, and develop qualified and diverse employees, BGHL’s business, financial condition, results of operations and cash flows could be harmed.

BGHL’s business is dependent upon BGHL’s workforce being able to safely perform their jobs, including the potential for physical injuries or illness. If BGHL experiences periods where BGHL’s employees are unable to perform their jobs for any reason, including as a result of illness (such as COVID-19), BGHL’s operations could be adversely affected. In addition to physical safety, protecting the psychological safety of BGHL’s employees is necessary to maintaining a safe, respectful, and inclusive work environment. If BGHL fails to maintain a safe environment that is free of harassment, discrimination or bullying, it could adversely impact employee engagement, performance, and productivity, result in potential legal claims and/or damage BGHL’s reputation, which could have a material adverse effect on BGHL’s business, financial position and results of operations or adversely affect BGHL’s market value.

BGHL’s reliance on contractors to conduct a significant portion of BGHL’s operations and construction projects could adversely affect BGHL.

A significant portion of BGHL’s operations are currently conducted in whole or in part by contractors. As a result, BGHL’s operations are subject to a number of risks, some of which are outside BGHL’s control, including:

•        Negotiating agreements with contractors on acceptable terms;

•        New legislation limiting or altering the ability to utilize contractors or outsourced resources;

•        The inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;

•        Reduced control over those aspects of operations which are the responsibility of the contractor;

•        Failure of a contractor to perform under its agreement;

•        Interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;

•        Failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and

•        Problems of a contractor with managing its workforce, labor unrest or other employment issues;

•        Liability to third parties as a result of the actions of BGHL’s contractors.

In addition, BGHL may incur liability to third parties as a result of the actions of BGHL’s contractors. The occurrence of one or more of these risks could potentially adversely affect BGHL’s results of operations and financial position.

BGHL’s ability to execute BGHL’s strategic plan depends on many factors, some of which are beyond BGHL’s control.

BGHL’s strategic plan is focused on high-value, cash-generating, gold activities, including, but not limited to, gold exploration, resource development, economic feasibility assessments and cash-generating mineral production. Many of the factors that impact BGHL’s ability to execute BGHL’s strategic plan, such as the advancement of certain technologies, legal and regulatory obstacles and general economic conditions, are beyond BGHL’s control. Changes

in value or a lack of demand for the sale of non-core assets would negatively affect BGHL’s financial condition and performance. BGHL’s inability to identify successful joint venture candidates and to complete joint ventures or strategic alliances as planned or to realize expected synergies and strategic benefits could impact BGHL’s financial condition and performance. BGHL’s inability to deploy capital to maximize shareholder value could impact its financial performance. BGHL cannot give assurance that it will be able to execute any or all of its strategic plan. Failure to execute any or all of BGHL’s strategic plan could have a material adverse effect on its financial condition, results of operations, and cash flows.

BGHL’s exploration and development activities, strategic transactions, or any acquisition activities may not be commercially successful and could fail to lead to gold production or fail to add value.

Substantial expenditures are required to acquire gold properties, establish mineral resources through drilling and analysis, develop metallurgical processes to extract metal from the ore and develop the mining and processing facilities and infrastructure at any site chosen for mining. BGHL cannot be assured that any such activities will be commercially successful, lead to gold production, or add value.

Actual capital costs, operating costs, production and economic returns may differ significantly from those BGHL has anticipated and there are no assurances that any future development activities will result in profitable mining operations.

The actual capital and operating costs will depend upon changes in the availability and prices of labor, equipment and infrastructure, variances in ore recovery and mining rates from those assumed in the mining plan, operational risks, changes in governmental regulation, including taxation, environmental, permitting, and other regulations and other factors, many of which are beyond BGHL’s control. Due to any of these or other factors, the capital and operating costs may be significantly higher than those set forth in the Technical Report Summary. As a result of higher capital and operating costs, production and economic returns may differ significantly from those set forth in the Technical Report Summary and there are no assurances that any future development activities will result in profitable mining operations.

The price of gold fluctuates on a regular basis and a downturn in price could negatively impact BGHL’s operations and cash flow.

BGHL’s operations will be significantly affected by changes in the market price of gold. Gold prices can fluctuate widely and may be affected by numerous factors, such as expectations for inflation, levels of interest rates, currency exchange rates, purchases and sales by governments and central banks, monetary policies employed by the world’s major central banks, fiscal policies employed by the world’s major industrialized economies, forward selling or other hedging activities, demand for gold, global or regional political and economic crises, and production costs in major gold-producing regions. The aggregate effect of these factors, all of which are beyond Perception’s control, is impossible for us to predict. If gold prices decline substantially, it could adversely affect the realizable value of BGHL’s assets and, potentially, future results of operations and cash flow.

As opportunities rise, BGHL expects to continue to acquire properties with gold reserves with exploration potential. The price that BGHL pays to acquire these properties will be influenced, in large part, by the price of gold at the time of the acquisition. BGHL expects its potential future revenues to be derived from the production and sale of gold from these properties or from the sale of some of these properties. The value of any mineralized material, and the value of any potential mineral production, will vary in direct proportion to variations in those mineral prices. The price of gold has fluctuated widely as a result of numerous factors beyond BGHL’s control. The effect of these factors on the price of gold, and the economic viability of BGHL’s projects, cannot accurately be predicted. Any drop in the price of gold or strategic metals would negatively affect BGHL’s asset values, cash flows, potential revenues and profits.

Volatility in gold prices may also impact the price of Blue Gold Limited’s outstanding securities.

Although Blue Gold Limited’s results of operations and cash flow on a consolidated basis will reflect fluctuations in the results of operations and cash flow of BGHL which will be dependent in part on the price of gold. Short term volatility in the price of gold due to speculation in the market may result in significant changes in the price of Blue Gold Limited’s securities, which may not be reflective of Blue Gold Limited’s operating performance or financial results.

Mineral resource calculations are only estimates and actual production results and future estimates may vary significantly from the current estimates.

BGHL’s estimates of proven and probable mineral resources are based on interpretation and assumptions and, under actual conditions, may yield less mineral production than is currently estimated or may result in additional impairment charges to BGHL’s operations. Calculations of mineral resources are only estimates and depend on geological interpretation and statistical inferences or assumptions drawn from drilling and sampling analysis, which might prove to be materially inaccurate. There is a degree of uncertainty attributable to the calculation of mineral resources. Until mineral resources are actually mined and processed, the quantity of metal and grades must be considered as estimates only and no assurance can be given that the indicated levels of metals will be produced. In making determinations about whether to advance any of BGHL’s projects to development, BGHL must rely upon estimated calculations for the mineral resources and grades of mineralization on BGHL’s properties.

The estimation of mineral resources is a subjective process that is partially dependent upon the judgment of the persons preparing the estimates. The process relies on the quantity and quality of available data and is based on knowledge, mining experience, statistical analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available.

Estimated mineral resources may have to be recalculated based on changes in metal prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral reserves and mineral resources estimates. The extent to which mineral resources may ultimately be reclassified as mineral reserves is dependent upon a feasibility study and the demonstration of their profitable recovery. Any material changes in volume and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital. BGHL cannot provide assurance that mineralization can be mined or processed profitably.

Mineral resource estimates have been determined and valued based on assumed future metal prices, cutoff grades, (based upon historic mine accounts), and operating costs that may prove to be inaccurate. The current mineral resource estimates may be adversely affected by:

•        declines in the market price of gold;

•        increased production or capital costs;

•        decreased throughput;

•        reduction in grade;

•        increase in the dilution of ore;

•        inflation rates, future foreign exchange rates and applicable tax rates;

•        changes in environmental, permitting and regulatory requirements; and

Unless otherwise disclosed, measured, indicated and inferred resources figures presented in Blue Gold Limited’s filings with securities regulatory authorities, including the SEC, in Blue Gold Limited’s news releases and other public statements that may be made from time to time, are based upon estimates made by both independent and its own internal professionals. Estimates of measured, indicated and inferred resources are subject to considerable uncertainty and are based, to a large extent, on the prices of gold and interpretations of geologic data obtained from drill holes and other exploration techniques. These prices and interpretations are subject to change. If Blue Gold Limited determines that certain of BGHL’s estimated resources have become uneconomic, BGHL may be forced to reduce estimates.

When making determinations about whether to advance any of BGHL’s projects to development, Blue Gold Limited will rely upon such estimated calculations as to the mineralized material and grades of mineralization on BGHL’s properties. Until ore is mined and processed, mineralized material and grades of mineralization must be considered as estimates only. Blue Gold Limited cannot ensure that these estimates will be accurate, or this mineralization can be mined or processed profitably.

Any material changes in mineral estimates and grades of mineralization may affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small scale tests will be recovered in large-scale tests under on-site conditions or in production scale. Extended declines in market prices for gold may render portions of BGHL’s mineralization estimates uneconomic

and result in reduced reported mineralization or adversely affect the commercial viability of one or more of BGHL’s properties. Any material reductions in estimates of mineralization, or of BGHL’s ability to extract this mineralization, could have a material adverse effect on Blue Gold Limited’s results of operations or financial condition.

Investors should also be aware that the calculation of “resources” differs under SEC reporting standards and those under other international standards. Investors should also be aware that resources may not be converted into reserves.

Blue Gold Limited’s estimates of future production, costs, expenditures and financial results are imprecise, depend upon subjective factors, may not be realized in actual production and such estimates speak only as of their respective dates.

Blue Gold Limited may in the future provide estimates and projections of BGHL’s future production, costs, expenditures and financial results. Any such information is forward-looking. Neither Blue Gold Limited’s independent registered public accounting firm nor any other independent expert or outside party compiles or examines these forward-looking statements and, accordingly, will not express any opinion or any other form of assurance on these estimates and projections. Estimates and projections will be made by BGHL’s management and technical personnel and are qualified by, and subject to the assumptions contained or referred in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralization, recovery rates, BGHL’s costs of production, the market prices of gold, BGHL’s ability to sustain and increase production levels, the ability to produce and sell marketable concentrates and doré and related treatment and refining charges, the sufficiency of BGHL’s infrastructure, the performance of its personnel and equipment, BGHL’s ability to maintain and obtain mining interests and permits, the state of government and community relations, and BGHL’s compliance with existing and future laws and regulations. BGHL sometimes states possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. Actual results and experience may differ materially from these assumptions. Any production, cost, expenditure or financial results estimates speak only as of the date on which they are made, and BGHL disclaims any intent or obligation to update such estimates, whether as a result of new information, future events or otherwise. Accordingly, these forward-looking statements should be considered in the context in which they are made, and undue reliance should not be placed on them.

BGHL’s operations involve significant risks and hazards inherent to the mining industry.

BGHL’s operations involve the operation of large machines, heavy mobile equipment and drilling equipment. Hazards such as adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, metallurgical and other processing problems, mechanical equipment failure, facility performance problems, fire and natural phenomena such as inclement weather conditions, floods and earthquakes are inherent risks in BGHL’s operations. Certain of these hazards may be more severe or frequent as a result of climate change. Hazards inherent to the mining industry have in the past caused and may in the future cause injuries or death to employees, contractors or other persons at BGHL’s mine, severe damage to and destruction of BGHL’s property, plant and equipment, and contamination of, or damage to, the environment, and can result in the suspension of BGHL’s exploration activities and future development and production activities. While BGHL aims to maintain best safety practices as part of BGHL’s culture, safety measures implemented by us may not be successful in preventing or mitigating future accidents.

In addition, from time-to-time BGHL may be subject to governmental investigations and claims and litigation filed on behalf of persons who are harmed while at BGHL’s properties or otherwise in connection with BGHL’s operations. To the extent that BGHL is subject to personal injury or other claims or lawsuits in the future, it may not be possible to predict the ultimate outcome of these claims and lawsuits due to the nature of personal injury litigation. Similarly, if BGHL is subject to governmental investigations or proceedings, BGHL may incur significant penalties and fines, and enforcement actions against us could result in the closing of certain of BGHL’s mining operations. If claims and lawsuits or governmental investigations or proceedings are ultimately resolved against us, it could have a material adverse effect on BGHL’s financial performance, financial position and results of operations. Also, if BGHL mines on property without the appropriate licenses and approvals, Blue Gold Limited and BGHL could incur liability, or BGHL’s operations could be suspended.

Suitable infrastructure may not be available or damage to existing infrastructure may occur.

Mining, processing, development and exploration activities depend on adequate infrastructure. Reliable roads, bridges, port and/or rail transportation, power sources, water supply and access to key consumables are important determinants for capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration, development or exploitation of BGHL’s projects. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploitation or development of BGHL’s projects will be commenced or completed on a timely basis, or at all, or that the resulting operations will achieve the anticipated production volume, or that the construction costs and operating costs associated with the exploitation and/or development of BGHL’s projects will not be higher than anticipated. In addition, extreme weather phenomena, sabotage, vandalism, government, non-governmental organization and community or other interference in the maintenance or provision of such infrastructure could adversely affect Blue Gold Limited’s operations and profitability.

BGHL’s operations may be adversely affected by rising energy prices or energy shortages.

BGHL’s mining operations and development projects will require significant amounts of energy. BGHL’s operations will be in remote locations requiring long-distance transmission of power, and in some locations BGHL competes with other companies for access to third party power generators or electrical supply networks. A disruption in the transmission of energy, inadequate energy transmission infrastructure or the termination of any of BGHL’s energy supply contracts could interrupt BGHL’s energy supply and adversely affect BGHL’s operations.

BGHL’s accounting and other estimates may be imprecise.

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts and related disclosure of assets, liabilities, revenue and expenses at the date of the consolidated financial statements and reporting periods. The more significant areas requiring the use of management assumptions and estimates relate to:

•        mineral resources, and exploration targets that are the basis for future income and cash flow estimates and units-of-production depreciation, depletion and amortization calculations;

•        future ore grades, throughput and recoveries;

•        future gold prices;

•        future capital and operating costs;

•        environmental, reclamation and closure obligations;

•        permitting and other regulatory considerations;

•        asset impairments;

•        valuation of business combinations;

•        future foreign exchange rates, inflation rates and applicable tax rates;

•        resources for contingencies and litigation; and

•        deferred tax asset valuation allowance.

Future estimates and actual results may differ materially from these estimates as a result of using different assumptions or conditions.

Diversity in application of accounting literature in the mining industry may impact Blue Gold Limited’s reported financial results.

The mining industry has limited industry-specific accounting literature and, as a result, Blue Gold Limited understands diversity in practice exists in the interpretation and application of accounting literature to mining-specific issues. As diversity in mining industry accounting is addressed, Blue Gold Limited may need to restate Blue Gold Limited or BGHL’s reported results if the resulting interpretations differ from Blue Gold Limited or BGHL’s current accounting practices.

BGHL may be required by human rights laws to take actions that delay BGHL’s operations or the advancement of BGHL’s projects.

Various international and national laws, codes, resolutions, conventions, guidelines and other materials relate to human rights (including rights with respect to health and safety and the environment surrounding BGHL’s operations). Many of these materials impose obligations on government and companies to respect human rights. Some mandate that governments consult with communities surrounding BGHL’s projects regarding government actions that may affect local stakeholders, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national materials pertaining to human rights continue to evolve and be defined. One or more groups of people may oppose BGHL’s current and future operations or further development or new development of BGHL’s projects or operations. Such opposition may be directed through legal or administrative proceedings or expressed in manifestations such as protests, roadblocks or other forms of public expression against BGHL’s activities, and may have a negative impact on BGHL’s reputation. Opposition by such groups to BGHL’s operations may require modification of, or preclude the operation or development of, BGHL’s projects or may require us to enter into agreements with such groups or local governments with respect to BGHL’s projects, in some cases causing considerable delays to the advancement of BGHL’s projects.

Disputes regarding BGHL’s mining claims, concessions or surface rights to land in the vicinity of BGHL’s mining projects could adversely impact operations.

The validity of mining or exploration claims, concessions, or rights, which constitute most of BGHL’s property holdings, may be contested. BGHL has used commercially reasonable efforts, in accordance with industry standards, to investigate BGHL’s title or claims to BGHL’s various properties, however, no assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration and mining claims, concessions or rights or that such exploration and mining claims, concessions or rights will not be challenged by third parties. BGHL has attempted to acquire satisfactory title to undeveloped properties in accordance with mining industry practice. Defective title to any of BGHL’s exploration and mining claims, concessions or rights could result in litigation, insurance claims and potential losses affecting BGHL’s business as a whole. There may be challenges to the title of any of the claims comprising BGHL’s projects that, if successful, could impair development and operations. A defect could result in us losing all or a portion of BGHL’s right, title, estate, and interest in and to the properties to which the title defect relates.

BGHL may be unable to obtain or retain necessary permits and leases, which could adversely affect BGHL’s operations.

BGHL’s mining and processing operations and development and exploration activities are subject to extensive permitting requirements. The requirements to obtain and/or achieve or maintain full compliance with such permits can be costly and involve extended timelines. While BGHL strives to obtain and comply with all permits required of us, there can be no assurance that BGHL will obtain all such permits and/or achieve or maintain full compliance with such permits at all times. Previously obtained permits may be suspended or revoked for a number of reasons, including through government or court action. Failure to obtain and/or comply with required permits can have serious consequences, including damage to BGHL’s reputation; cessation of the development of a project; increased costs of development or production and litigation or regulatory action, any of which could materially adversely affect Blue Gold Limited’s and BGHL’s business, results of operations or financial condition.

BGHL’s ability to obtain the required permits and approvals to explore for, develop and operate mines and to successfully operate near communities in the jurisdictions in which BGHL operates depends in part on BGHL’s ability to develop, operate and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. BGHL’s ability to obtain permits and approvals and to operate near certain communities may be adversely impacted by real or perceived detrimental events associated with BGHL’s activities or those of other mining companies affecting the environment, health and safety of communities in which BGHL operates. Key permits and approvals may be revoked or suspended or may be adjusted in a manner that adversely affects BGHL’s operations, including BGHL’s ability to explore or develop properties, commence production or continue operations. Permit review and approval could be delayed, adversely impacting project implementation due to delays in review and development of permits from limited resources at the regulatory agencies.

BGHL may be unable to replace gold resources as they become depleted.

Like all gold producers, BGHL must continually replace reserves depleted by production to maintain production levels over the long term and provide a return on invested capital. Depleted reserves can be replaced in several ways, including expanding known ore bodies, locating new deposits or acquiring interests in reserves from third parties. Exploration is highly speculative in nature, involves many risks and uncertainties and is frequently unsuccessful in discovering significant mineralization. Accordingly, BGHL’s current or future exploration programs may not result in new mineral producing operations. Even if significant mineralization is discovered, it will likely take many years from the initial phases of exploration to commencement of production, during which time the economic feasibility of production may change.

From time to time, BGHL may acquire reserves from other parties. Such acquisitions are based on an analysis of a variety of factors including historical operating results, estimates and assumptions on the extent of ore reserves, the timing of production from such reserves, cash and other operating costs. In addition, BGHL may rely on data and reports prepared by third parties (including in relation to the ability to permit and comply with existing regulations), which may contain information or data that BGHL is unable to independently verify or confirm in advance. Other than historical operating results, these factors are uncertain, they may contribute to the uncertainties related to the process used to estimate ore reserves and resources and have an impact on BGHL’s revenue, BGHL’s cash flow and other operating issues.

BGHL’s operations may be disrupted, and BGHL’s financial results may be adversely affected by an outbreak of infectious disease or pandemic.

An outbreak of infectious disease, pandemic or a similar public health threat, such as the COVID-19 pandemic, could adversely impact BGHL’s business and operations. If a significant portion of BGHL’s workforce becomes unable to work or travel to BGHL’s operations due to illness or state or federal government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), BGHL may be forced to reduce or suspend operations at one or more of BGHL’s mines, which could reduce production, limit exploration activities and development projects and impact liquidity and financial results. While BGHL has implemented several initiatives to protect the health and safety of BGHL’s employees, contractors and communities to date, some of which have and may result in additional costs to us, there can be no assurance that BGHL will remain unaffected by potential future health crises. Illnesses or government restrictions, including potential closure of national borders, related to COVID-19 or a similar public health threat may disrupt the supply of raw goods, equipment, supplies and services upon which BGHL’s operations rely. However, these effects could have a material impact on BGHL’s operations, and Blue Gold Limited will continue to monitor such situations closely.

Blue Gold Limited may be subject to litigation.

Blue Gold Limited may be subject to legal proceedings. Due to the nature of BGHL’s business, Blue Gold Limited may be subject to a variety of regulatory investigations, claims, lawsuits and other proceedings in the ordinary course of Blue Gold Limited’s business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges, and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on Blue Gold Limited’s business.

Currency Fluctuations & Restrictions on Foreign Exchange

Increased exposure to foreign exchange fluctuations and capital controls may adversely affect Blue Gold Limited’s costs, earnings and the value of some of Blue Gold Limited’s assets.

BGHL’s reporting currency is the U.S. dollar and the majority of BGHL’s earnings and cash flows are denominated in U.S. dollars. BGHL conducts certain business in currencies other than the U.S. dollar. A portion of BGHL’s operating expenses are incurred in local currencies. The appreciation of those local currencies against the U.S. dollar increases BGHL’s costs of production in U.S. dollar terms at mines located outside the United States. Blue Gold Limited’s consolidated earnings and cash flows may also be impacted by movements in the exchange rates. Change in the value of the currencies could negatively impact Blue Gold Limited’s earnings.

In addition, from time to time, countries in which Blue Gold Limited operates adopt measures to restrict the availability of the local currency or the repatriation of capital across borders. These measures are imposed by governments or central banks, in some cases during times of economic instability, to prevent the removal of capital or the sudden devaluation of local currencies or to maintain in-country foreign currency reserves. Also, many emerging market countries require consents or reporting processes before local currency earnings can be converted into U.S. dollars or other currencies and/or such earnings can be repatriated or otherwise transferred outside of the operating jurisdiction. These measures may have a number of negative effects on Blue Gold Limited, reducing the immediately available capital that Blue Gold Limited could otherwise deploy for investment opportunities or the payment of expenses. Measures that restrict the availability of the local currency or impose a requirement to operate in the local currency may create other practical difficulties for Blue Gold Limited.

BGHL’s business is subject to the U.S. Foreign Corrupt Practices Act and other extraterritorial and domestic anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.

BGHL operates in certain jurisdictions that have experienced governmental and private sector corruption to some degree, and, in certain circumstances, compliance with anti-bribery laws and heightened expectations of enforcement authorities may be in tension with certain local customs and practices. The U.S. Foreign Corrupt Practices Act and other laws with extraterritorial reach, including the U.K. Bribery Act, and anti-bribery laws in other jurisdictions in which BGHL operates generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. BGHL has BGHL’s Code of Conduct, Business Integrity Policy and other policies and standards, all of which mandate compliance with these anti-bribery laws by BGHL and its affiliates and their personnel, and also by third parties when they are engaged on BGHL’s behalf.

BGHL could be held responsible if BGHL’s internal control policies and procedures fail to protect us from misinterpretation of or noncompliance with applicable anti-bribery laws, regulations and internal policies, recklessness, fraudulent behavior, dishonesty or other inappropriate acts committed by BGHL’s affiliates, employees, agents or associated persons for which BGHL might be claimed to be responsible. As such, BGHL’s corporate policies and processes may not prevent or detect all potential breaches of law or other governance practices. BGHL occasionally identifies or is apprised of information or allegations that certain employees, affiliates, agents or associated persons may have engaged in improper or unlawful conduct for which BGHL might be held responsible. BGHL’s policy when receiving credible information or allegations is to conduct internal investigations and compliance reviews to evaluate that information, determine compliance with applicable anti-bribery laws and regulations and company policies and take such remedial steps as may be warranted. In appropriate circumstances, BGHL communicates with authorities in the United States and elsewhere about those investigations and reviews. Violations of these laws, or allegations of such violations, could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of operating licenses or permits and other collateral consequences, and may damage BGHL’s reputation, which could have a material adverse effect on BGHL’s business, financial position and results of operations or cause the market value of BGHL’s common shares to decline.

Several of BGHL’s directors and officers are residents outside of the United States, and it may be difficult for shareholders to enforce within the United States any judgments obtained against such directors or officers.

Several of BGHL’s directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process on such directors and officers, or enforce within the United States any judgments obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state. Consequently, shareholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws. In addition, shareholders may not be able to commence an action in a foreign court predicated upon the civil liability provisions under United States federal securities laws. The foregoing risks also apply to those experts identified in this report that are not residents of the United States.

BGHL’s operations face substantial regulation of health and safety.

BGHL’s operations are subject to extensive and complex laws and regulations governing worker health and safety across BGHL’s operating regions and BGHL’s failure to comply with applicable legal requirements can result in substantial penalties. Future changes in applicable laws, regulations, permits and approvals or changes in their enforcement or regulatory interpretation could substantially increase costs to achieve compliance, lead to the revocation of existing or future exploration or mining rights or otherwise have an adverse impact on BGHL’s results of operations and financial position.

BGHL’s mines are inspected on a regular basis by government regulators who may issue citations and orders when they believe a violation has occurred under local mining regulations. If inspections result in an alleged violation, BGHL may be subject to fines, penalties or sanctions and BGHL’s mining operations could be subject to temporary or extended closures.

In addition to potential government restrictions and regulatory fines, penalties or sanctions, BGHL’s ability to operate (including the effect of any impact on BGHL’s workforce) and thus, BGHL’s results of operations and BGHL’s financial position (including because of potential related fines and sanctions), could be adversely affected by accidents, injuries, fatalities or events detrimental (or perceived to be detrimental) to the health and safety of BGHL’s employees, the environment or the communities in which BGHL operates.

Liabilities for ground water pollution

A holder of a mineral right and operator of mines or mining related facilities generally must conduct operations with due diligence, efficiency, safety, and economy, and in accordance with good mining industry practice. Persons who unlawfully pollute or foul a water resource beyond the level that the EPA prescribes commit an offence and face a penalty of up to 6,000 Ghanaian Cedi (“GHS”), imprisonment of up to two years, or both. Companies undertaking mining activities must submit environmental impact assessments to the EPA, including mitigation and management of adverse effects on the environment. The EPA may suspend, cancel, or revoke an environmental permit or certificate where a company fails to comply with mitigation commitments. The breaching company may also face a fine of up to GHS 2 million (and GHS 200,000 for each day the offence continues), imprisonment of up to one year, or both.

BGHL is subject to laws and regulations which impose stringent health and safety standards on numerous aspects of their operations.

Mining activities are subject to local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety laws and regulations, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. Changes in existing laws or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of operations and delays in the development of new properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in temporary or extended shutdowns, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures including the payment of fines or penalties, capital expenditures, installation of additional equipment or remedial actions, any of which could have a material, adverse effect on BGHL’s business and results of operations.

Compliance with “conflict minerals” and “responsible gold” legislation and standards could result in significant costs.

Stringent standards relating to “conflict minerals” and “responsible” gold including, but not limited to the U.S. Dodd-Frank Act, the EU Regulation 2017/821 on supply chain due diligence obligations for EU importers of gold originating from conflict-affected and high-risk areas, the OECD Due Diligence Guidelines for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, the World Gold Council Conflict-Free Gold Standard and the London Bullion Market Association Responsible Gold Guidance have been introduced.

Any such legislation and standards may result in significant costs to ensure and demonstrate compliance (particularly where standards change rapidly or lack certainty due to court challenges) and may complicate the sale of gold emanating from certain areas. The complexities of the gold supply chain may cause significant uncertainties at

each stage in the chain as to the provenance of the gold. As a result of the uncertainties in the process, the costs of due diligence and audit, or the reputational risks of defining their product or a constituent part as containing a “conflict mineral” may be too burdensome for BGHL’s customers. Accordingly, manufacturers may decide to switch supply sources or to substitute gold with other minerals. This could have a material negative impact on the gold industry, including on the results of operations and financial condition.

Management has undertaken remediation steps to address the material weaknesses, including increasing its management review processes over complex financial reporting transactions. This remediation is an ongoing process and there can be no assurance that it will effectively address the material weaknesses.

We may not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Our Managing Sponsor is a limited liability company formed under the laws of the state of Delaware and is not controlled by, nor does it have substantial ties with a non-U.S. person. In addition, our target, Blue Gold Limited, is not a U.S. target company. As such, we do not believe the Business Combination will be subject to CFIUS review. However, if the Business Combination was terminated and we elected to do an alternative initial business combination with a U.S. business that is subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business, it is possible that any such business combination would become subject to CFIUS review. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by November 15, 2025 (unless such date has been further extended) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share, and our Warrants will become worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment thro

The price of the Blue Gold Limited Class A Ordinary Shares may fluctuate significantly, which could negatively affect Blue Gold Limited and holders of its Class A Ordinary Shares.

The market price of the Blue Gold Limited Class A Ordinary Shares will be subject to volatility and may fluctuate significantly due to, among other things, changes in market sentiment regarding Blue Gold Limited’s operations, financial results or business prospects, the mining, metals, or environmental remediation industries generally, coordinated trading activities, large derivative positions or the macroeconomic outlook. Certain events or changes in the market or Blue Gold Limited’s industries generally will be beyond Blue Gold Limited’s control.

In addition to the other risk factors contained in this proxy statement/prospectus, factors that could impact Blue Gold Limited’s trading price include:

•        Blue Gold Limited’s actual or anticipated operating and financial results, including how those results vary from the expectations of management, securities analysts and investors;

•        changes in financial estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other industry participants;

•        reports in the press or investment community generally or relating to Blue Gold Limited’s reputation;

•        developments in Blue Gold Limited’s business or operations or Blue Gold Limited’s industry sectors generally;

•        any future offerings by us of Blue Gold Limited Class A Ordinary Shares;

•        any coordinated trading activities or large derivative positions in Blue Gold Limited Class A Ordinary Shares, for example, a “short squeeze” (a short squeeze occurs when a number of investors take a short position in a stock and have to buy the borrowed securities to close out the position at a time that other short sellers of the same security also want to close out their positions, resulting in surges in stock prices, i.e., demand is greater than supply for the stock shorted);

•        legislative or regulatory changes affecting Blue Gold Limited’s industry generally or Blue Gold Limited’s business and operations specifically;

•        the operating and stock price performance of companies that investors consider to be comparable to us;

•        announcements of strategic developments, acquisitions, restructurings, dispositions, financings and other material events by us or Blue Gold Limited’s competitors;

•        expectations of (or actual) equity dilution, including the actual or expected dilution to various financial measures, including earnings per share, that may be caused by equity offerings;

•        actions by Perception’s current shareholders, including future sales of ordinary shares by existing shareholders, including Perception’s directors and executive officers;

•        proposed or final regulatory changes or developments;

•        anticipated or pending regulatory investigations, proceedings, or litigation that may involve or affect us; and

•        other changes in U.S. or global financial markets, global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity prices, credit or asset valuations or volatility.

Blue Gold Limited may issue additional Class A Ordinary Shares or other equity securities in the future that could dilute the ownership interest of existing Blue Gold Limited shareholders.

To maintain its capital at desired levels or to fund future growth, the board may decide from time to time to issue additional Class A Ordinary Shares, or securities convertible into, exchangeable for or representing rights to acquire Class A Ordinary Shares. New investors in other equity securities issued in the future may also have rights, preferences and privileges senior to, that may adversely impact, Blue Gold Limited’s current shareholders. Based on the need for additional capital to fund expected growth, it is likely that Blue Gold Limited will issue additional securities to provide such capital and that such additional issuances may involve a significant number of Blue Gold Limited’s ordinary shares. Issuance of additional securities in the future will dilute the percentage interest of existing shareholders and may reduce the market price of Blue Gold Limited’s ordinary shares and any other outstanding securities.

If a large number of Blue Gold Limited Class A Ordinary Shares are sold in the public market, the sales could reduce the trading price of the Blue Gold Limited Class A Ordinary Shares and impede Blue Gold Limited’s ability to raise future capital.

Blue Gold Limited cannot predict what effect, if any, future issuances by us of Blue Gold Limited Class A Ordinary Shares or other equity will have on the market price of the Blue Gold Limited Class A Ordinary Shares. Any shares that Blue Gold Limited may issue may not have any resale restrictions, and could be immediately sold by the holders. The market price of the Blue Gold Limited Class A Ordinary Shares could decline if certain large holders of Blue Gold Limited Class A Ordinary Shares, or recipients of Blue Gold Limited’s ordinary shares, sell all or a significant portion of their ordinary shares or are perceived by the market as intending to sell these shares other than in an orderly manner. In addition, these sales could also impair Blue Gold Limited’s ability to raise capital through the sale of additional Class A Ordinary Shares in the capital markets.

The Blue Gold Limited Class A Ordinary Shares being issued in the Business Combination (other than to the shareholders of Perception Capital) are subject to lock-up. If a large number of shares are sold in the public market, the sales could reduce the trading price of the Blue Gold Limited Class A Ordinary Shares and impede Blue Gold Limited’s ability to raise future capital.

The Proposed Charter limits the transfer of the Blue Gold Limited Class A Ordinary Shares issued in the Business Combination (other than those issued to former shareholders of Perception Capital). Initially, 5% of the Blue Gold Limited Class A Ordinary Shares issued will not be subject to any restriction on transfer. Thereafter, an

additional 5% shall become freely tradeable on each monthly anniversary of their becoming registered (either on this Registration Statement/Proxy or a subsequent resale registration statement); provided that in such month the volume weighted-average trading price of the ordinary shares, on the principal national securities exchange on which the Blue Gold Limited Class A Ordinary Shares are listed in the United States is greater than $10.00 per ordinary share for twenty out of thirty trading days. All Blue Gold Limited Class A Ordinary Shares that have not previously become freely trading will become freely-tradeable on the earlier of (i) the volume weighted-average trading price of the Blue Gold Limited Class A Ordinary Shares on the principal national securities exchange on which the Blue Gold Limited Class A Ordinary Shares are listed in the United States is greater than $20.00 per ordinary share for sixty out of any ninety day trading period; (ii) the second anniversary of the Business Combination and (iii) the Directors decide to release such Blue Gold Limited Class A Ordinary Shares from these restrictions.

The Directors of Blue Gold Limited shall allocate the release among the shareholders subject to the lock-up as they see fit and may waive the restrictions as to any shareholder at any time. Once released, any Blue Gold Limited Class A Ordinary Share will not be subject to additional lock-up.

As a result, of this lock-up, if the price of the Blue Gold Limited Class A Ordinary Shares is below $10.00 throughout the lock-up period, or to the extent it exceeds $20.00 for sixty days in any ninety-day trading period, a significant number of shares will be released from the lock-up at one time. If the holders of these Blue Gold Limited’s ordinary shares, sell all or a significant portion of their ordinary shares or are perceived by the market as intending to sell these shares other than in an orderly manner. In addition, these sales could also impair Blue Gold Limited’s ability to raise capital through the sale of additional Class A Ordinary Shares in the capital markets.

Blue Gold Limited does not expect to pay any cash dividends for the foreseeable future.

Blue Gold Limited expects to retain all available funds and future earnings, if any, for use in the operation and growth of business and do not anticipate paying any cash dividends in the foreseeable future after the Business Combination. Any future determination to pay cash dividends will be at the discretion of Blue Gold Limited’s board, subject to compliance with applicable law, Blue Gold Limited’s organizational documents and any contractual provisions, including under agreements for indebtedness Blue Gold Limited may incur, that restrict or limit Blue Gold Limited’s ability to pay dividends, and will depend upon, among other factors, Blue Gold Limited’s results of operations, financial condition, earnings, capital requirements and other factors that Blue Gold Limited’s board deems relevant.

If securities or industry analysts do not publish research or reports about Blue Gold Limited’s business, or if they issue an adverse or misleading opinion regarding Blue Gold Limited’s securities, Blue Gold Limited’s stock price and trading volume could decline.

After the Business Combination, the trading market for the Blue Gold Limited Class A Ordinary Shares may be influenced by the research and reports that securities or industry analysts publish about us or Blue Gold Limited’s business. If analysts who cover us downgrade the Blue Gold Limited Class A Ordinary Shares or publish inaccurate or unfavorable research about Blue Gold Limited’s business model or Blue Gold Limited’s stock performance, or if Blue Gold Limited’s results of operations fail to meet the expectations of analysts, the price of Blue Gold Limited’s ordinary shares would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, Blue Gold Limited could lose visibility in the financial markets, which in turn might cause the price of Blue Gold Limited’s ordinary shares and trading volume to decline.

Failure of Blue Gold Limited to maintain compliance with the Nasdaq listing requirements could result in delisting of its ordinary shares, which in turn could adversely affect its future financial condition and the market for its ordinary shares.

If the ordinary shares ultimately were to be delisted for any reason, it could negatively impact Blue Gold Limited by (i) reducing the liquidity and market price of Blue Gold Limited’s Ordinary Shares; (ii) reducing the number of investors willing to hold or acquire Blue Gold Limited’s Ordinary Shares, which could negatively impact Blue Gold Limited’s ability to raise equity financing; (iii) limiting Blue Gold Limited’s ability to use a registration statement to offer and sell freely tradable securities, adversely affecting Blue Gold Limited’s ability to access the public capital markets; and (iv) impairing Blue Gold Limited’s ability to provide equity incentives to its employees.

Our Managing Sponsor, initial shareholders and management team have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders’ vote.

Our initial shareholders own 54.6% of our issued and outstanding ordinary shares as of March 31, 2024. Our amended and restated memorandum and articles of association provides that, the Business Combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, including the Founder Shares. As a result, in addition to our initial shareholders’ Founder Shares, we would need ______________ or ____% of the ________ Class A Ordinary Shares sold in the Public Offering to be voted in favor of the Business Combination in order to have the Business Combination approved (assuming all outstanding shares are voted). Accordingly, the agreement by our initial shareholders and management team to vote in favor of the Business Combination will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such Business Combination.

Perception will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination.

Perception is not required to obtain an opinion from an independent investment banking or accounting firm that the price Perception is paying in connection with the Business Combination is fair to Perception from a financial point of view. The Perception Board did not obtain a third-party valuation or fairness opinion in connection with its initial determination to approve and recommend the Business Combination. Accordingly, Perception’s public shareholders will be relying solely on the judgment of the Perception Board in valuing BGHL’s business and assuming the risk that the Perception Board may not have properly valued the Business Combination.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to optimize our capital structure.

We do not know how many shareholders may exercise their redemption rights, and therefore have structured the transaction based on our expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of the Business Combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

We may not be able to complete the Business Combination by November 15, 2025 in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

We may not be able to complete the Business Combination by November 15, 2025. Our ability to complete the Business Combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including, without limitation, as a result of terrorist attacks, natural disasters or a significant outbreak of other infection diseases. Additionally, the outbreak of COVID-19 and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infection diseases) may negatively impact businesses including the target of our Business Combination. If we have not completed the Business Combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In such case, our Public Shareholders may only receive $10.20 per share, and our Warrants will become worthless.

Perception is requiring shareholders who wish to redeem their Perception Ordinary Shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Perception is requiring shareholders who wish to redeem their Perception Ordinary Shares to either tender their certificates to Continental or to deliver their Perception Ordinary Shares to Continental electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) System at least two business days before the extraordinary general meeting. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Continental will need to act to facilitate this request. It is Perception’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from Continental. However, because Perception does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical certificate. While Perception has been advised that it takes a short time to deliver Perception Ordinary Shares through the DWAC System, it cannot assure shareholders of this fact. Accordingly, if it takes longer than Perception anticipates for shareholders to deliver their Perception Ordinary Shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their Perception Ordinary Shares. If, despite Perception’s compliance with the proxy rules, a public shareholder fails to receive Perception’s proxy materials, such public shareholder may not become aware of the opportunity to redeem his, her, or its Public Shares. In addition, the proxy materials that Perception is furnishing to holders of Public Shares in connection with the Business Combination describes the various procedures that must be complied with in order to validly redeem the Public Shares. In the event that a public shareholder fails to comply with these procedures, its Public Shares may not be redeemed.

Perception will require its public shareholders who wish to redeem their Perception Ordinary Shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Perception requires public shareholders who wish to redeem their Perception Ordinary Shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Perception will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their Perception Ordinary Shares in such a circumstance will be unable to sell their securities after the failed acquisition until Perception has returned their securities to them. The market price of Perception Ordinary Shares may decline during this time and such investors may not be able to sell their securities when they wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with the vote on the Business Combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

If a shareholder fails to receive our proxy materials, such shareholder may not become aware of the opportunity to redeem its shares. In addition, if a shareholder fails to comply with the procedures for seeking redemption as described herein, he will lose his redemption rights. For example, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth herein. This date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.

If we do not complete the Business Combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will become worthless.

If we do not complete the Business Combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will become worthless.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share.

Our placing of funds in the Trust Account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the Company under the circumstances.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we have not completed the Business Combination within the prescribed timeframe, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.20 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement entered into in connection with our initial public offering, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.20 per share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy his obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent

directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Shareholders may be reduced below $10.20 per share.

Our financial condition raises substantial doubt about our ability to continue as a “going concern.”

As of September 30, 2024, we had cash of $54,932 and a working capital deficit of $1.9 million. We have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. We cannot assure you that our plans to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this report do not include any adjustments that might result from our inability to continue as a going concern.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•        restrictions on the nature of our investments; and

•        restrictions on the issuance of securities,

each of which may make it difficult for us to complete the Business Combination. In addition, we may have imposed upon us burdensome requirements, including:

•        registration as an investment company;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

We do not believe that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of the Business Combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with the Business Combination or to redeem 100% of our Public Shares if we do not complete the Business Combination by November 15, 2025 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination by November 15, 2025, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment

Company Act. If we were deemed to be subject to the Investment Company Act, we may be required to change our operations, wind down or register as an investment company. Compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete the Business Combination. If we have not completed the Business Combination and we decide to liquidate rather than register as an investment company our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders, and our Warrants will become worthless and our Public Shareholders would lose the investment opportunity associated with an investment in the combined company, including any potential price appreciation of our securities.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete the Business Combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete the Business Combination, and results of operations.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and Perception to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine and to imprisonment for five years in the Cayman Islands.

We have had a limited ability to assess the management of BGHL and, as a result, may effect the Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting a Business Combination with BGHL, our ability to assess its management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of BGHL’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should BGHL’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

•        default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

•        acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•        our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•        our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•        our inability to pay dividends on our Class A Ordinary Shares;

•        using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A Ordinary Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•        limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•        increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•        limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

If Perception’s due diligence investigation of BGHL was inadequate, then shareholders of Perception who become shareholders of Blue Gold Limited following the Business Combination could lose some or all of their investment.

Even though Perception conducted a due diligence investigation of BGHL, Perception cannot be sure that this diligence uncovered all material issues that may be present inside BGHL or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of BGHL’s and Perception’s control will not later arise. As a result, Blue Gold Limited may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Perception’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Perception’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on Blue Gold Limited’s liquidity, the fact that Blue Gold Limited reports charges of this nature could contribute to negative market Perceptions about its securities. In addition, charges of this nature may cause Blue Gold Limited to be unable to obtain future financing on favorable terms or at all. Accordingly, any Perception shareholder who chooses to remain a shareholder of Blue Gold Limited following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Perception’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm Blue Gold Limited’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against Blue Gold Limited, whether or not resolved in Blue Gold Limited’s favor, could result in substantial costs and divert Blue Gold Limited’s management’s attention from other business concerns, which could adversely affect Blue Gold Limited’s business and cash resources and the ultimate value Blue Gold Limited’s shareholders receive as a result of the Business Combination.

We may be unable to obtain additional financing to complete the Business Combination or to fund the operations and growth of Blue Gold Limited, which could compel us to restructure the Business Combination.

We may be required to seek additional financing to complete the Business Combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete the Business Combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our Business Combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing the Business Combination, or to fund the purchase of other companies. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after the Business Combination.

Risks Relating to Acquiring and Operating a Business in Foreign Countries

We intend on effecting our Business Combination with a company located outside of the United States and, as such, we could be subject to a variety of additional risks that may adversely affect us.

As the target company in our proposed Business Combination is located in and has operations or opportunities outside of the United States, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.

We could be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing the Business Combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

If we effect the Business Combination, we could be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

•        costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

•        rules and regulations regarding currency redemption;

•        complex corporate withholding taxes on individuals;

•        laws governing the manner in which future business combinations may be effected;

•        exchange listing and/or delisting requirements;

•        tariffs and trade barriers;

•        regulations related to customs and import/export matters;

•        local or regional economic policies and market conditions;

•        unexpected changes in regulatory requirements;

•        challenges in managing and staffing international operations;

•        longer payment cycles and challenges in collecting accounts receivable;

•        tax issues, such as tax law changes and variations in tax laws as compared to the United States;

•        currency fluctuations and exchange controls;

•        rates of inflation;

•        challenges in collecting accounts receivable;

•        cultural and language differences;

•        employment regulations;

•        underdeveloped or unpredictable legal or regulatory systems;

•        corruption;

•        protection of intellectual property;

•        social unrest, crime, strikes, riots and civil disturbances;

•        regime changes and political upheaval;

•        terrorist attacks, natural disasters and wars; and

•        deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.

After the Business Combination, substantially all of our assets will be located in a foreign country and substantially all of our revenue will be derived from our operations in such country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.

The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to consummate the Business Combination and if we effect the Business Combination, the ability of that target business to become profitable.

Exchange rate fluctuations and currency policies may cause the target business’s ability to succeed in the international markets to be diminished.

Upon completion of the Business Combination, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of the Business Combination, our financial condition and results of operations.

Risks Relating to our Management Team

Past performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in Blue Gold Limited.

Information regarding our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team and their affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team or their affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete the Business Combination.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of the Business Combination. Each of our officers is engaged in other business endeavors for which he or she may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete the Business Combination.

The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it could be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

Since our Managing Sponsor, officers and directors will lose their entire investment in us if the Business Combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for the Business Combination. Additionally, since our Managing Sponsor, Former Sponsor and other initial shareholders only paid approximately $0.004 per Founder Share, our officers and directors could potentially make a substantial profit even if we acquire a target business that subsequently declines in value.

On June 9, 2021, our Former Sponsor paid an aggregate of $25,000 for certain expenses on our behalf in exchange for issuance of 5,750,000 Founder Shares, or approximately $0.004 per share.

The Founder Shares will be worthless if we do not complete an initial business combination. In addition, our initial shareholders have purchased an aggregate of 11,700,000 Warrants for an aggregate purchase price of $11,700,000, or $1.00 per Warrant. Pursuant to the Warrant Exchange, the 11,700,000 Private Placement Warrants are to be exchanged for an aggregate of 975,000 Class A Ordinary Shares (the “Exchange Shares”). The Exchange Shares will also be worthless if we do not complete the Business Combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

Additionally, since our initial shareholders only paid approximately $0.004 per Founder Share, our officers and directors could potentially make a substantial profit even if the Blue Gold Limited Ordinary Shares subsequently decline in value and are unprofitable for public investors. Thus, such parties may have more of an economic incentive for us to enter into an initial business combination with a riskier, weaker-performing entity or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.

Holders of Class A Ordinary Shares received in our financings may be able to make a substantial profit at stock prices below $10.00.

In connection with a convertible promissory note and the sale of the Preference Shares, Perception has agreed to issue an aggregate of 14,185,000 shares of Class A Ordinary Shares of which 2,000,000 shares have an effective purchase price of $1.00 per share and 12,185,000 shares have an effective per share purchase price of approximately $0.06 per share. Public Shares were purchased as a part of a Unit at a per share price of $10.00. As such, parties that received shares as part of the financing transactions will be able to make a substantial profit post-Closing even if the market price of the Blue Gold Limited Ordinary Shares never trades above $10.00. Moreover, the presence of that many more shares in the market may have a dilutive effect on the market price of the Class A Ordinary Shares post-closing.

Certain members of our management team following the Business Combination are unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

Following the Business Combination, our management may resign from their positions as officers or directors of the Company and the management of BGHL following the Business Combination will remain in place. Four of the expected seven members of the management team and those that we will disclose under “Board of Directors and Management,” do not have prior experience as directors of US listed companies and are unfamiliar with United States securities laws. The other three directors all have prior experience as directors of companies listed on regulated exchanges in the US. Because certain members of management are unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

Risks Relating to our Securities

Perception’s securities have been delisted from the NYSE, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Up until November 15, 2024, our Units, Class A Ordinary Shares and Warrants were listed on NYSE. Upon the 36 month anniversary of our IPO, trading was suspended on the NYSE and our securities were subsequently delisted.Currently, our securities are quoted in the over-the-counter market. We have applied to list Blue Gold Limited’s securities to be issued in the Business Combination on Nasdaq. There can be no assurance that such listing application will be approved or, if approved, that the continued listing requirements will continue to be satisfied. We cannot assure you that we will be able to meet those initial listing requirements at that time.

Our securities are quoted on an over-the-counter market. As a result, we may face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        a determination that our Class A Ordinary Shares are a “penny stock” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Our Units, Class A Ordinary Shares and Warrants no longer qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, we could be subject to regulation in each state in which we offer our securities.

You may only be able to exercise your Public Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such Warrants for cash.

The Warrant agreement provides that in the following circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the Class A Ordinary Shares issuable upon exercise of the Warrants are not registered under the Securities Act in accordance with the terms of the Warrant agreement; (ii) if we have so elected and the Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the Public Warrants for redemption. If you exercise your Public Warrants on a cashless basis, you would pay the Warrant exercise price by surrendering the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “fair market value” of our Class A Ordinary Shares (as defined in the next sentence) over the exercise price of the Warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of Warrants, as applicable. As a result, you would receive fewer Class A Ordinary Shares from such exercise than if you were to exercise such Warrants for cash.

The grant of registration rights to our initial shareholders and holders of our Exchange Shares and the future exercise of such rights may adversely affect the market price of the Blue Gold Limited Class A Ordinary Shares

Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in the initial public offering, our initial shareholders and their permitted transferees can demand that we register the Class A Ordinary Shares into which Founder Shares are convertible, holders of the Exchange Shares and their permitted transferees can demand that we register the Exchange Shares, and holders of Warrants that may be issued upon conversion of any working capital loans may demand that we register the Class A Ordinary Shares issuable upon exercise of such Warrants. As of the date of this proxy statement/prospectus, there were no working capital loans outstanding. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A Ordinary Shares. In addition, the existence of the registration rights may make the Business Combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A Ordinary Shares that is expected when the ordinary shares owned by our initial shareholders, holders of our Exchange Shares or holders of our working capital loans or their respective permitted transferees are registered.

We may amend the terms of the Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then outstanding Public Warrants. As a result, the exercise price of your Warrants could be increased, the exercise period could be shortened and the number of Class A Ordinary Shares purchasable upon exercise of a Warrant could be decreased, all without your approval.

Our Warrants were issued in registered form under a Warrant agreement between Continental Stock Transfer & Trust Company, as Warrant agent, and us. The Warrant agreement provides that the terms of the Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or to correct any defective provision or

mistake, including to conform the provisions of the warrant agreement to the description of the terms of the Warrants and the warrant agreement, (ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the Warrants, provided that the approval by the holders of at least 50% of the then-outstanding Public Warrants is required to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder of Public Warrants if holders of at least 50% of the then outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or shares, shorten the exercise period or decrease the number of Class A Ordinary Shares purchasable upon exercise of a Warrant.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes with our Company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our Warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Warrant holder in any such enforcement action by service upon such Warrant holder’s counsel in the foreign action as agent for such Warrant holder.

This choice-of-forum provision may limit a Warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

We may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

We have the ability to redeem outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per Warrant, provided that the closing price of our Class A Ordinary Shares equals or exceeds $18.00 per share (adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send notice of such redemption to the Warrants holders and provided certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Warrants as set forth above even if the holders are otherwise unable to exercise the Warrants. Redemption of the outstanding Warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

In addition, we have the ability to redeem the outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of our Class A Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their Warrants prior to redemption for a number of Class A Ordinary Shares determined based on the redemption date and the fair market value of our Class A Ordinary Shares. The value received upon exercise of the Warrants (1) may be less than the value the holders would have received if they had exercised their Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Warrants, including because the number of ordinary shares received is capped at 0.361 Class A Ordinary Shares per Warrant (subject to adjustment) irrespective of the remaining life of the Warrants.

Our Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate the Business Combination.

We issued Warrants to purchase 11,500,000 of our Class A Ordinary Shares as part of the Units sold in the Public Offering each exercisable to purchase one Class A ordinary share at $11.50 per share. In addition, if the Managing Sponsor makes any Working Capital Loans, it may convert those loans into up to an additional 1,500,000 Private Placement Warrants, at the price of $1.00 per warrant. As of the date of this proxy statement/prospectus, there are no working capital loans outstanding. Such Warrants, when exercised, will increase the number of issued and outstanding Class A Ordinary Shares and reduce the value of the Class A Ordinary Shares issued to complete the Business Combination. Therefore, our Public Warrants may make it more difficult to effectuate the Business Combination or increase the cost of acquiring the target business.

Because each Unit contains one-half of one Warrant and only a whole Warrant may be exercised, the Units may be worth less than Units of other special purpose acquisition companies.

Each Unit contains one-half of one Warrant Pursuant to the warrant agreement, no fractional Warrants were issued upon separation of the Units, and only whole Units can trade. In connection with the Business Combination, all Units will be separated immediately prior to the Merger. If you do not own an even number of Warrants, the fractional Warrant you would be entitled to receive will become worthless. This is different from other offerings similar to ours whose Units include one ordinary share and one Warrant to purchase one whole share. We have established the components of the Units in this way in order to reduce the dilutive effect of the Warrants upon completion of a business combination since the Warrants will be exercisable in the aggregate for one-half of the number of shares compared to Units that each contain a whole Warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our Units to be worth less than if it included a Warrant to purchase one whole share.

Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Act and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by Mourant Ozannes (Cayman) LLP (“Mourant”), Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be given by a court of competent jurisdiction, must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as Public Shareholders of a United States company.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the Securities and Exchange Commission, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

EXTRAORDINARY GENERAL MEETING OF PERCEPTION

General

Perception is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the Perception Board for use at the extraordinary general meeting of Perception to be held on            , 2025, and at any adjournment thereof. This proxy statement/prospectus is first being furnished to Perception’s shareholders on or about            , 2025 in connection with the vote on the proposals described in this proxy statement/prospectus. This proxy statement/prospectus provides Perception’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting will be held at [•], unless the extraordinary general meeting is adjourned. We also intend to hold the extraordinary general meeting through a “virtual” or online method. You will be able to attend the extraordinary general meeting online, vote and submit your questions during the extraordinary general meeting by visiting [•].

Purpose of the Extraordinary General Meeting of Perception

At the extraordinary general meeting, Perception is asking holders of ordinary shares to consider and vote upon:

•        a proposal to approve by ordinary resolution and adopt the Business Combination Agreement;

•        a proposal to approve, by special resolution the Merger Proposal; and

•        a proposal to approve by ordinary resolution the Adjournment Proposal.

Recommendation of the Perception Board

The Perception Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Perception and its shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting.

The existence of financial and personal interests of one or more of Perception’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of Perception and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Perception’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of Perception’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Record Date — Who is Entitled to Vote

Perception’s shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they own ordinary shares at the close of business on            , 2025, which is the “record date” for the extraordinary general meeting. Perception’s shareholders are entitled to one vote for each Perception Class A Ordinary Share held of record as of the record date, and Perception’s shareholders are entitled to one vote for each Class B ordinary share held of record as of the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. The Warrants do not have voting rights attached to them. As of the close of business on the record date, there were _______ Perception Ordinary Shares issued and outstanding, of which _______ were Perception Class A Ordinary Shares and one was a Class B Ordinary Share.

Quorum

A quorum of Perception’s shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if one or more shareholders who together hold not less than one-third of the issued and outstanding Perception Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, [•] Perception Ordinary Shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Perception but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Business Combination Proposal.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Perception Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The approval of the Merger Proposal requires a special resolution, being the affirmative vote of a two-thirds majority of the votes cast by the holders of the issued and outstanding Perception Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Perception Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

Voting Your Shares

Each Perception Ordinary Share that you own in your name entitles you to one vote. Your proxy card shows the number of Perception Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your Perception Ordinary Shares at the extraordinary general meeting:

•        You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Perception Board “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

•        You can attend the extraordinary general meeting and vote in person or virtually at the time of the meeting. You will receive a ballot when you arrive, or if you attend the virtual meeting you will be able vote your shares and submit questions during the extraordinary general meeting via a live webcast available at [•]. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company no later than at least 72 hours in advance of the meeting at the phone number or e-mail address below. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the

only way Perception can be sure that the broker, bank or nominee has not already voted your shares. Once you have your legal proxy, contact            to have a control number generated. Continental’s contact information is as follows:

Revoking Your Proxy

If you are a Perception shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another signed proxy card with a later date;

•        you may notify Perception in writing before the extraordinary general meeting that you have revoked your proxy; or

•        you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Perception Ordinary Shares, you may call Advantage, our proxy solicitor, by calling free 1-877-870-8565, or banks and brokers can call collect at 1-206-870-8565, or by emailing ksmith@advantageproxy.com.

Redemption Rights

In connection with the proposed Business Combination, pursuant to the Existing Governing Documents, a Public Shareholder may request that Perception redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold Public Shares or (b) if you hold Public Shares through Units, you elect to separate your Units into the underlying Public Shares and Warrants prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental, Perception’s transfer agent, in which you (i) request that Perception redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

deliver your Public Shares to Continental, Perception’s transfer agent, physically or electronically through DTC. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to            , Eastern Time, on            , 2025 (two business days before the scheduled vote at the extraordinary general meeting) in order for their shares to be redeemed.

Holders of Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Public holders that hold their Units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental, Perception’s transfer agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the record date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, Perception’s transfer agent, Perception will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, based on approximately $_________ million of funds in the Trust Account and 322,928 shares subject to possible redemption, in each case, as of _______, 2024,

this would have amounted to approximately $____ per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares of Perception Ordinary Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker a fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.