Bluerock Acquisition Corp. Files 8-K with Key Corporate Updates

TL;DR

Bluerock Acquisition Corp. filed an 8-K detailing material agreements, equity sales, and leadership changes.

AI Summary

Bluerock Acquisition Corp. (formerly Bluerock AI 500 Acquisition Corp.) filed an 8-K on December 16, 2025, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and other events. The company's former name was changed on August 13, 2025.

Why It Matters

This 8-K filing signals significant corporate actions and potential strategic shifts for Bluerock Acquisition Corp., which could impact its future business operations and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and changes in corporate structure, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Bluerock Acquisition Corp. (company) — Filer
• Bluerock AI 500 Acquisition Corp. (company) — Former Company Name
• 20251216 (date) — Filing Date
• 20251210 (date) — Period of Report
• 212-843-1601 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeema
• $11.50 — ordinary share at an exercise price of $11.50 per share BLRKW The Nasdaq Stock Ma
• $10.00 — tion. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $172,500,000 — rating gross proceeds to the Company of $172,500,000. In connection with the IPO, the Compa
• $1.00 — the Underwriters at a purchase price of $1.00 per Private Placement Warrant, generati
• $4,000,000 — rating gross proceeds to the Company of $4,000,000. Of the 4,500,000 Private Placement War
• $7,350,000 — om the IPO (which amount includes up to $7,350,000 of the underwriters' deferred commissio
• $100,000 — hat is imposed on us, if any) and up to $100,000 of interest to pay liquidation expenses

Filing Documents

• ea0269668-8k_bluerock.htm (8-K) — 53KB
• ea026966801ex1-1_bluerock.htm (EX-1.1) — 246KB
• ea026966801ex3-1_bluerock.htm (EX-3.1) — 367KB
• ea026966801ex4-1_bluerock.htm (EX-4.1) — 145KB
• ea026966801ex10-1_bluerock.htm (EX-10.1) — 48KB
• ea026966801ex10-2_bluerock.htm (EX-10.2) — 83KB
• ea026966801ex10-3_bluerock.htm (EX-10.3) — 125KB
• ea026966801ex10-4_bluerock.htm (EX-10.4) — 43KB
• ea026966801ex10-5_bluerock.htm (EX-10.5) — 50KB
• ea026966801ex10-6_bluerock.htm (EX-10.6) — 16KB
• ea026966801ex99-1_bluerock.htm (EX-99.1) — 6KB
• ea026966801ex99-2_bluerock.htm (EX-99.2) — 8KB
• ex3-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-25-122347.txt ( ) — 1694KB
• blrku-20251210.xsd (EX-101.SCH) — 4KB
• blrku-20251210_def.xml (EX-101.DEF) — 27KB
• blrku-20251210_lab.xml (EX-101.LAB) — 37KB
• blrku-20251210_pre.xml (EX-101.PRE) — 25KB
• ea0269668-8k_bluerock_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 10, 2025, Bluerock Acquisition Corp. (the " Company ") consummated its initial public offering (" IPO ") of 17,250,000 units (the " Units "), including the issuance of 2,250,000 Units as a result of the underwriters' exercise of the over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the " Class A Ordinary Shares "), and one-third of one redeemable warrant of the Company (each whole warrant, a " Warrant "), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning 30 days after the completion of the Company's initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company's Registration Statement on Form S-1 (File No. 333-291337) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the " Commission ") on November 6, 2025, as amended (the " Registration Statement "): An Underwriting Agreement, dated December 10, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the underwriters (the " Representative "), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. A Warrant Agreement, dated December 10, 2025, by and between the Company and Continental Stock Transfer & Trust company (" Continental "), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. A Letter Agreement, dated December 10, 2025, by and among the Company, its executive officers, its directors Bluerock Acquisition Holdings, LLC, the Company's sponsor (the " Sponsor "), a copy of which is attached as Exhibit 10.1 hereto

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On December 12, 2025, simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 4,500,000 warrants (the " Private Placement Warrants ") to the Sponsor and the Underwriters at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,000,000. Of the 4,500,000 Private Placement Warrants, the Sponsor purchased 3,000,000 Private Placement Warrants and the Representative purchased 1,500,000 Private Placement Warrants. The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

02. Departure of Directors or Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 10, 2025, in connection with the IPO, Peter Cotton and Andrew Weksler were appointed to the board of directors of the Company. Each of Peter Cotton and Andrew Weksler are independent directors. Effective December 10, 2025, Peter Cotton and Andrew Weksler were appointed to the Board's Audit Committee and Peter Cotton and Andrew Weksler were appointed to the Board's Compensation Committee, with Andrew Weksler and Peter Cotton serving as chair of the Audit Committee and chair of the Compensation Committee, respectively. Following the appointment of Messrs. Cotton and Weksler, the Board is comprised of two classes. The term of office of the first class of directors, Class I, consisting of Peter Cotton and Andrew Weksler, will expire at the Company's first annual meeting of shareholders. The term of office of the second class of directors, Class II, consisting of R. Ramin Kamfar, will expire at the Company's second annual meeting of shareholders. On December 10, 2025, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. In addition, Peter Cotton received 20,000 Class B ordinary shares of the Company and Andrew Weksler received 40,000 Class B ordinary shares of the Company as compensation for their service as directors to the Company. Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company. The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not pur

03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On December 10, 2025, in connection with the IPO, the Company adopted its Second Amended and Restated Memorandum and Articles of Association (the " Amended Articles "), effective the same day. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated herein by reference. 2

01. Other Events

Item 8.01. Other Events. A total of $172,500,000 of the net proceeds from the IPO (which amount includes up to $7,350,000 of the underwriters' deferred commission) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (which shall exclude any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022 that is imposed on us, if any) and up to $100,000 of interest to pay liquidation expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company's initial business combination or an earlier redemption in connection with the commencement of the consummation of the initial business combination if the Company determines it is desirable to facilitate the completion of the initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units sold in the IPO (the " public shares ") if the Company is unable to complete its initial business combination within 24 months from the closing of the IPO , subject to applicable law or (iii) the redemption of any of the public shares properly submitted in connection with a shareholder vote to amend the Company's Amended Articles (A) to modify the substance or timing of the Company's obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity. On December 10, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits EXHIBIT INDEX Exhibit No. Description 1.1 Underwriting Agreement, dated December 10, 2025, by and between the Company and the Representative. 3.1 Second Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, dated December 10, 2025, by and between the Company and Continental, as warrant agent. 10.1 Letter Agreement, dated December 10, 2025, by and among the Company, its executive officers, its directors and the Sponsor. 10.2 Investment Management Trust Agreement, dated December 10, 2025, by and between the Company and Continental, as trustee. 10.3 Registration Rights Agreement, dated December 10, 2025, by and among the Company, the Sponsor and the Holders signatory thereto. 10.4 Private Placement Warrants Purchase Agreement, dated December 10, 2025, by and between the Company and the Sponsor. 10.5 Private Placement Warrants Purchase Agreement, dated December 10, 2025, by and between the Company and the Representative. 10.6 Administrative Services and Indemnification Agreement, dated December 10, 2025, by and between the Company and the Sponsor. 99.1 Press Release, dated December 10, 2025. 99.2 Press Release, dated December 12, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BLUEROCK ACQUISITION CORP. By: /s/ Jordan B. Ruddy Name: Jordan B. Ruddy Title: President Dated: December 16 , 2025 4

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View this 8-K filing on SEC EDGAR