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Bluerock Acquisition Corp.

BLRKW
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Business Summary

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 . 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") . The Company has not engaged in any operations or generated any revenue to date, and is considered a "shell company" under the Securities Exchange Act of 1934 . It has a "Completion Window" of 24 months from the closing of its initial public offering (IPO) to complete its initial Business Combination .

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 . 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 . Key criteria for target selection include robust growth prospects, recurring and predictable revenues, an experienced management team, comparable public peers, strong profitability and margins, favorable industry dynamics, and moderate leverage . The Company aims to support the target business in areas such as strategic positioning, capital allocation, operational efficiency, financial reporting, governance, and talent recruitment .

The Company completed its IPO on December 12, 2025, issuing 17,250,000 units at $10.00 per unit, generating gross proceeds of $172,500,000 . Each unit consists of one Class A Ordinary Share and one-third of one redeemable warrant . Simultaneously, it sold 4,500,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $4,500,000 . Of these, the Sponsor purchased 3,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 1,500,000 Private Placement Warrants . Following the IPO, $172,500,000 from the net proceeds was placed in a Trust Account, which is invested in U.S. government treasury obligations or money market funds .

For the period from July 11, 2025 (inception) through December 31, 2025, the Company reported a net income of $89,649 . This consisted of interest earned on cash and marketable securities held in the Trust Account of $238,674 , partially offset by operating costs of $149,025 . As of December 31, 2025, the Company had cash of $693,561 and a working capital surplus of $701,777 . Cash and marketable securities held in the Trust Account totaled $172,738,674 . Total liabilities as of December 31, 2025, were $7,429,617 , which included a deferred underwriting fee of $7,350,000 . The Company's basic and diluted net income per Class A ordinary share was $0.01 , and for Class B ordinary shares, it was also $0.01 .

The Company incurred $10,960,469 in IPO-related costs, comprising $3,000,000 in cash underwriting fees, $7,350,000 in deferred underwriting fees, and $610,469 in other costs. The deferred underwriting fee is payable only upon the completion of a Business Combination . The Sponsor made a capital contribution of $25,000 for 7,666,667 Class B Ordinary Shares (Founder Shares) on July 23, 2025 , which were subsequently adjusted to 5,750,000 Founder Shares held by initial shareholders as of January 23, 2026 . The Company also entered into an Administrative Services and Indemnification Agreement with its Sponsor, agreeing to pay up to $20,000 per month for a maximum of twelve months for office space, secretarial, and administrative services . For the period from inception through December 31, 2025, $14,667 was incurred and paid for these services.

Business Outlook

The Company intends to use substantially all of the funds held in the Trust Account, including any earnings (less taxes payable), to complete its Business Combination . If share capital or debt is used as consideration, remaining Trust Account proceeds will serve as working capital for the target business's operations, further acquisitions, and growth strategies . The Company believes the $693,561 cash held outside the Trust Account and the working capital surplus of $701,777 as of December 31, 2025, will be sufficient to fund its operations for at least the duration of the Completion Window . These funds are primarily designated for identifying and evaluating target businesses, conducting due diligence, travel, reviewing corporate documents, and structuring/negotiating a Business Combination .

The Company may need to obtain additional financing to complete its initial Business Combination if the transaction requires more cash than available from the Trust Account or if a significant number of Public Shares are redeemed . Such financing could involve issuing additional securities or incurring debt . The Sponsor, or certain officers and directors or their affiliates, may loan the Company funds to cover working capital deficiencies or transaction costs, with up to $1,500,000 of such loans potentially convertible into Private Placement Warrants at $1.00 per warrant upon consummation of the Business Combination .

The Company's business strategy is to capitalize on Bluerock's platform and its management team's broad industry experience to identify companies with compelling growth potential . The Company will focus on targets at an inflection point in their growth trajectory, seeking a strategic, long-term capital partner . Key attributes sought in target businesses include robust growth prospects, recurring and predictable revenues, an experienced management team, comparable public peers, strong profitability and margins, favorable industry dynamics, and moderate leverage . The Company aims to support the target business in strategic positioning, capital allocation, operational efficiency, financial reporting, governance, and talent recruitment .

The Company is subject to ongoing compliance obligations under the Sarbanes-Oxley Act, requiring evaluation and reporting on its internal controls starting with the Annual Report on Form 10-K for the year ending December 31, 2026 . Compliance with new SEC rules relating to SPACs, including additional disclosures and potential Investment Company Act regulation, may increase the costs and time needed to negotiate and complete an initial Business Combination . The Company intends to take advantage of the extended transition period for complying with new or revised financial accounting standards available to emerging growth companies .

The Company has agreed to pay its Sponsor up to $20,000 per month for a maximum of twelve months during the Completion Window for administrative services . The underwriters are entitled to a deferred fee of $7,350,000 , payable from the Trust Account solely upon the completion of a Business Combination . The Company will bear the expenses incurred in connection with the filing of registration statements for the Founder Shares, Private Placement Warrants, and warrants issued upon conversion of working capital loans .

Risk Factors

The Company faces several material risks, including the fundamental risk of being a blank check company with no operating history or revenues, making its ability to achieve its business objective uncertain. Shareholders may not have an opportunity to vote on the proposed Business Combination, and even if a vote is held, the initial shareholders' agreement to vote in favor increases the likelihood of approval regardless of public shareholder sentiment. The ability of public shareholders to redeem shares for cash may make the Company's financial condition unattractive to potential targets, potentially limiting the pool of desirable Business Combination opportunities or requiring additional dilutive financing. 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 less favorable terms. Geopolitical conditions, such as the Russia-Ukraine conflict and Middle East/Southwest Asia conflicts, could adversely affect the search for a Business Combination by impacting potential target companies' operations or financial conditions. If the Company is deemed an investment company under the Investment Company Act, it could face burdensome compliance requirements or restrictions on its activities, hindering its ability to complete a Business Combination. Third-party claims against the Company could reduce the funds in the Trust Account, potentially leading to a per-share redemption amount less than $10.00 . The nominal purchase price paid by initial shareholders for Founder Shares (approximately $0.003 per share ) could result in significant dilution to public shareholders upon Business Combination, and initial shareholders are likely to profit substantially even if the trading price of ordinary shares declines. The Company's Cayman Islands incorporation may limit investors' ability to protect their interests or enforce U.S. federal court judgments. Changes in laws or regulations, including new SEC rules for SPACs, may increase costs and compliance burdens. The Company's warrants may be redeemed prior to their expiration at a disadvantageous time for holders if the Class A Ordinary Share price equals or exceeds $18.00 per share for 20 trading days within a 30-trading-day period .

Management Priorities

Management's message emphasizes leveraging the capabilities of Bluerock's platform and the team's extensive industry experience to identify and partner with high-quality target businesses. They intend to focus on companies at an inflection point in their growth trajectory, seeking a strategic, long-term capital partner. Key strategic priorities include identifying targets with robust growth prospects, recurring and predictable revenues, experienced management, comparable public peers, strong profitability, favorable industry dynamics, and moderate leverage. Management aims to support the target business in sharpening strategic positioning, advising on capital allocation, enhancing operational efficiency, improving financial reporting, elevating governance practices, and recruiting key talent. The Company has a 24-month Completion Window from the IPO closing to consummate an initial Business Combination. Management believes the $693,561 cash outside the Trust Account and $701,777 working capital surplus as of December 31, 2025, are sufficient to fund operations for at least the Completion Window.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Introduction
  2. [2] Item 1, Business — Introduction
  3. [3] Item 1, Business — Introduction
  4. [4] Item 1, Business — Introduction
  5. [5] Item 1, Business — Business Strategy
  6. [6] Item 1, Business — Business Strategy
  7. [7] Item 1, Business — Selection of a Target Business and Structuring of Our Initial Business Combination
  8. [8] Item 1, Business — Business Strategy
  9. [9] Item 1, Business — Introduction
  10. [10] Item 1, Business — Introduction
  11. [11] Item 1, Business — Introduction
  12. [12] Item 1, Business — Introduction
  13. [13] Item 1, Business — Introduction
  14. [14] Item 1, Business — Introduction
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
  17. [17] Item 7, MD&A — Results of Operations
  18. [18] Item 7, MD&A — Liquidity and Capital Resources
  19. [19] Item 7, MD&A — Liquidity and Capital Resources
  20. [20] Item 7, MD&A — Liquidity and Capital Resources
  21. [21] Item 7, MD&A — Balance Sheet
  22. [22] Item 7, MD&A — Balance Sheet
  23. [23] Item 8, Note 2 — Net Income per Ordinary Share
  24. [24] Item 8, Note 2 — Net Income per Ordinary Share
  25. [25] Item 7, MD&A — Liquidity and Capital Resources
  26. [26] Item 7, MD&A — Liquidity and Capital Resources
  27. [27] Item 7, MD&A — Liquidity and Capital Resources
  28. [28] Item 7, MD&A — Liquidity and Capital Resources
  29. [29] Item 7, MD&A — Contractual Obligations
  30. [30] Item 1, Business — Introduction
  31. [31] Item 1, Business — Introduction
  32. [32] Item 1, Business — Introduction
  33. [33] Item 1, Business — Introduction
  34. [34] Item 7, MD&A — Contractual Obligations
  35. [35] Item 8, Note 5 — Administrative Support Agreement
  36. [36] Item 7, MD&A — Liquidity and Capital Resources
  37. [37] Item 7, MD&A — Liquidity and Capital Resources
  38. [38] Item 7, MD&A — Liquidity and Capital Resources
  39. [39] Item 7, MD&A — Liquidity and Capital Resources
  40. [40] Item 8, Note 2 — Liquidity and Capital Resources
  41. [41] Item 7, MD&A — Liquidity and Capital Resources
  42. [42] Item 1, Business — Effecting Our Initial Business Combination
  43. [43] Item 1, Business — Effecting Our Initial Business Combination
  44. [44] Item 7, MD&A — Liquidity and Capital Resources
  45. [45] Item 7, MD&A — Liquidity and Capital Resources
  46. [46] Item 1, Business — Business Strategy
  47. [47] Item 1, Business — Business Strategy
  48. [48] Item 1, Business — Selection of a Target Business and Structuring of Our Initial Business Combination
  49. [49] Item 1, Business — Business Strategy
  50. [50] Item 1A, Risk Factors — Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an initial Business Combination.
  51. [51] Item 1A, Risk Factors — 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 our initial Business Combination, and results of operations.
  52. [52] Item 1, Business — Emerging Growth Company, Smaller Reporting Company and Controlled Company
  53. [53] Item 7, MD&A — Contractual Obligations
  54. [54] Item 7, MD&A — Contractual Obligations
  55. [55] Item 7, MD&A — Contractual Obligations
  56. [56] Item 8, Note 6 — Registration and Shareholder Rights Agreement
  57. [57] Item 1A, Risk Factors — 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 $10.00 per share.
  58. [58] Item 1A, Risk Factors — The nominal purchase price paid by our initial shareholders for the Founder Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of our initial Business Combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial Business Combination, even if the Business Combination causes the trading price of our ordinary shares to materially decline.
  59. [59] Item 1A, Risk Factors — We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  60. [60] Item 1A, Risk Factors — We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  61. [61] Item 7, MD&A — Liquidity and Capital Resources
  62. [62] Item 7, MD&A — Liquidity and Capital Resources

Analysis on 5/20/2026