Bluerock Acquisition Corp.

Bluerock Acquisition Corp. (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on July 11, 2025 ¹. Its sole business objective is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a "Business Combination") ². The Company has not engaged in any operations or generated any revenue to date, with its activities from inception through December 31, 2025, limited to organizational tasks, preparing for its Initial Public Offering (IPO), and identifying a target company for a Business Combination ³. The Company is classified as a "shell company" under the Securities Exchange Act of 1934 due to its lack of operations and nominal assets consisting almost entirely of cash ⁴.

The Company's core business model is to identify and acquire a target business, leveraging the capabilities of Bluerock's platform and its management team's extensive industry experience ⁵. The Company intends to focus its sourcing efforts on companies at an inflection point in their growth trajectory that are seeking a strategic, long-term capital partner ⁶. The Company aims to support the target business in areas such as strategic positioning, capital allocation, operational efficiency, financial reporting, governance practices, and executive talent recruitment ⁷. The Company intends to effectuate its initial Business Combination using cash held in the Trust Account, proceeds from the sale of its shares in connection with the Business Combination, shares issued to target owners, debt, other securities issuances, or a combination thereof ⁸.

The Company seeks target businesses with robust growth prospects, recurring and predictable revenues, experienced management teams, comparable public peers, strong profitability and margins, favorable industry dynamics, and moderate leverage ⁹. Specifically, it favors companies in expanding markets with secular trends, those with high customer retention and long-term contracts, and businesses with healthy operating margins or a clear path to sustainable profitability ¹⁰. The Company is not inclined to acquire highly levered businesses, ideally seeking a Debt/EBITDA ratio that is conservative ¹¹.

For the period from July 11, 2025 (inception) through December 31, 2025, the Company reported a net income of $89,649 ¹². This was primarily driven by interest earned on cash and marketable securities held in the Trust Account, amounting to $238,674 ¹³, partially offset by operating costs of $149,025 ¹⁴. As of December 31, 2025, the Company had cash of $693,561 ¹⁵ and cash and marketable securities held in the Trust Account totaling $172,738,674 ¹⁶. The Company's total liabilities were $7,429,617 ¹⁷, which included a deferred underwriting fee of $7,350,000 ¹⁸. Class A ordinary shares subject to possible redemption were valued at $172,738,674 ¹⁹, representing 17,250,000 shares at a redemption value of $10.01 per share ²⁰. Basic and diluted net income per Class A ordinary share was $0.01 ²¹, and for Class B ordinary shares, it was also $0.01 ²².

The Company consummated its IPO on December 12, 2025, issuing 17,250,000 units at $10.00 per unit, generating gross proceeds of $172,500,000 ²³. This included the full exercise of the underwriters' over-allotment option for 2,250,000 units ²⁴. Simultaneously, the Company sold 4,500,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $4,500,000 ²⁵. Of these, the Sponsor purchased 3,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,500,000 Private Placement Warrants ²⁶. IPO-related costs totaled $10,960,469, comprising $3,000,000 in cash underwriting fees, $7,350,000 in deferred underwriting fees, and $610,469 in other costs ²⁷.

The Company has a Completion Window of 24 months from the closing of its IPO to complete an initial Business Combination ²⁸. It intends to use substantially all of the funds held in the Trust Account, including any interest earned (less taxes payable), to complete this Business Combination ²⁹. If share capital or debt is used as consideration, the remaining Trust Account proceeds will serve as working capital for the target business's operations, future acquisitions, and growth strategies ³⁰.

The Company's growth strategy is centered on identifying and acquiring companies with compelling growth potential and specific characteristics. These include robust growth prospects, particularly in expanding markets with favorable secular trends, and businesses with a history or potential for above-average growth driven by factors such as new product launches, market expansion, or operational improvements ³¹. The Company also seeks targets with recurring and predictable revenue streams or subscription-like business models that offer visibility into future cash flows, high customer retention, and long-term contracts ³².

Operationally, the Company plans to support its target business in several ways to drive long-term value creation. This includes sharpening strategic positioning and long-term planning, advising on capital allocation and capital markets strategy, and exploring potential follow-on M&A ³³. Furthermore, the Company aims to enhance operational efficiency and margin optimization, improve financial reporting and internal controls, elevate governance practices, and assist in recruiting key board or executive talent ³⁴. The Company's management team brings experience across multiple investment cycles and asset classes, aiming to provide institutional insight and strategic alignment to help growth companies scale successfully in the public arena ³⁵.

The Company believes that the $693,561 ³⁶ in cash available outside the Trust Account, along with a working capital surplus of $701,777 ³⁷ as of December 31, 2025, will be sufficient to cover its operating expenses for at least the duration of the Completion Window ³⁸. These funds are primarily allocated to identifying and evaluating target businesses, conducting due diligence, travel, reviewing corporate documents, and structuring and negotiating a Business Combination ³⁹. The Sponsor or affiliates may provide non-interest-bearing working capital loans up to $1,500,000 ⁴⁰ to finance transaction costs, convertible into Private Placement Warrants at $1.00 per warrant ⁴¹ upon Business Combination consummation, if needed ⁴².

The Company faces several material risks, including the fundamental risk of being a blank check company with no operating history or revenues, meaning there is no basis to evaluate its ability to achieve its business objective of completing an initial Business Combination ⁴³. Shareholders may not have an opportunity to vote on the proposed Business Combination, and even if a vote is held, holders of Founder Shares will participate, potentially leading to a Business Combination being approved without majority Public Shareholder support ⁴⁴. The ability of Public Shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential targets, hindering its ability to secure a Business Combination ⁴⁵. The requirement to complete a Business Combination within the Completion Window may give target businesses leverage in negotiations and limit due diligence time, potentially leading to unfavorable terms ⁴⁶. Geopolitical conditions, such as the ongoing Russia-Ukraine conflict and the escalation of conflict in the Middle East and Southwest Asia, could materially adversely affect the search for a Business Combination by impacting potential target companies' operations or financial condition ⁴⁷. If the Company fails to complete a Business Combination within the Completion Window, Public Shareholders may receive only approximately $10.00 per share, or less in certain circumstances, and warrants will expire worthless ⁴⁸. The Company may be deemed an investment company under the Investment Company Act of 1940, which could impose burdensome compliance requirements and restrict its activities, making it difficult to complete a Business Combination ⁴⁹. The nominal purchase price paid by initial shareholders for Founder Shares (approximately $0.003 per share) ⁵⁰ may result in significant dilution to the implied value of Public Shares upon Business Combination consummation, and initial shareholders are likely to make a substantial profit even if the trading price of ordinary shares declines ⁵¹.

Management's message emphasizes the Company's strategic approach to identifying and partnering with high-quality target businesses. They highlight leveraging Bluerock's platform and the management team's extensive industry experience, built over three decades of institutional investing, operating, and investment banking, to generate a broad pipeline of proprietary and selectively marketed opportunities ⁵². A key strategic priority is focusing on companies at an inflection point in their growth trajectory that are seeking a strategic, long-term capital partner ⁵³. Management also stresses a collaborative partnership approach with incumbent management to drive growth, improve operations, and prepare the company for public ownership, including sharpening strategic positioning, advising on capital allocation, enhancing operational efficiency, improving financial reporting, elevating governance practices, and recruiting key talent ⁵⁴. The Company's officers and directors are not obligated to devote specific hours to the Company's matters but intend to dedicate as much time as necessary until a Business Combination is completed ⁵⁵.