Bluerock Acquisition Corp (BLRK) to merge with Yellow.ai
Rhea-AI Filing Summary
Bluerock Acquisition Corp. agreed to merge with Bitonic Technology Labs Inc. d/b/a Yellow.ai, taking Yellow.ai public on Nasdaq under the name “Yellow.ai.” The deal values Yellow.ai at approximately $300 million pre-money and implies about $550 million of pro forma equity value, assuming no redemptions.
Before closing, Bluerock will domesticate from Cayman to Delaware, with all Class A and B ordinary shares, warrants and units converting into equivalent Pubco common stock, warrants and units. Yellow.ai shareholders will receive Pubco shares based on $300,000,000 divided by $10.00, allocated across fully diluted Yellow.ai equity.
Financing includes an equity PIPE for 500,000 Pubco units at $10.00 each and a Note PIPE for up to $50,000,000 of senior secured convertible notes bearing 12% interest (18% on default) and initially convertible at $10.00 per share, subject to reset and a 9.99% beneficial ownership cap. A 2026 Milestone Equity Plan can issue up to 17,500,000 Pubco shares on revenue- and price-based triggers, and an additional equity plan will initially reserve 10% of post-close fully diluted shares. The sponsor will support the transaction, forfeit 750,000 founder shares and 2,000,000 warrants, and transfer up to 1,000,000 shares to PIPE investors. There is no minimum cash condition, and closing is targeted for the second half of 2026, subject to shareholder approvals and customary conditions.
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Filing Explained
The signed deal remains unclosed; its financing can add senior secured debt and variable-price share settlement, alongside dilution for existing holders.
The July 31 agreement is signed but not completed; if it closes, the proposed financing would leave existing Bluerock holders alongside senior secured convertible debt and additional potential shares.
The notes would be issued only after closing, up to
The furnished press release describes more than
The note agreement also includes a financial covenant requiring at least
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement regulatory
Domestication regulatory
PIPE Investment financial
original issue discount financial
beneficial ownership limitation financial
agentic AI technical
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did BLRK announce with Yellow.ai?
How is Yellow.ai valued in the BLRK business combination?
What PIPE financings support the BLRK–Yellow.ai deal?
What are key terms of the Note PIPE convertible notes in the BLRK deal?
Does the BLRK–Yellow.ai business combination have a minimum cash condition?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices, including zip code)
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area code: (
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(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry Into a Material Definitive Agreement.
Business Combination Agreement
On July 31, 2026 (the “Signing Date”), Bluerock Acquisition Corp., a Cayman Islands exempted company (which will transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“Bluerock”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Bluerock, Bitonic Technology Labs Inc. d/b/a Yellow.ai, a Delaware corporation (“Yellow”), and BLRK Merger Sub Inc., a Delaware corporation (“Merger Sub”). The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.” Bluerock, Yellow and Merger Sub are individually referred to as a “Party” and, collectively, the “Parties.”
The Business Combination Agreement and the Business Combination were unanimously approved by the boards of directors of each of Bluerock and Yellow.
The Business Combination is expected to close in the second half of 2026, following the receipt of the required approval by Bluerock’s shareholders and the fulfillment of other customary closing conditions.
The Domestication
Subject to obtaining the required shareholder approvals and at least one day prior to the time of the closing of the Business Combination (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), Bluerock will deregister as a Cayman Islands exempted company and transfer by way of continuation to and domesticate as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication, Bluerock will file with the Secretary of State of the State of Delaware a certificate of incorporation (the “Charter”). Among other things, the Charter will set forth the rights and preferences of the equity interests of Bluerock after the Domestication (such company after the Domestication, “Pubco”).
Immediately prior to the Domestication, each then issued and outstanding Class B ordinary share of Bluerock, par value $0.0001 per share (each, a “Cayman Class B Share”), will convert automatically, on a one-for-one basis, into a Class A ordinary share of Bluerock, par value $0.0001 per share (each, a “Cayman Class A Share” and, together with the Cayman Class B Shares, the “Cayman Shares”). In connection with the Domestication: (i) each then issued and outstanding Cayman Class A Share will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Pubco (the “Pubco Common Stock”); (ii) each then issued and outstanding warrant of Bluerock representing the right to purchase one Cayman Class A Share (each, a “Cayman Purchaser Warrant”) will convert automatically into a warrant to acquire one share of Pubco Common Stock pursuant to the related warrant agreement (each warrant, a “Pubco Warrant”); and (iii) each of the then issued and outstanding units of Bluerock will convert automatically into one unit of Pubco consisting of one share of Pubco Common Stock and one-third of one Pubco Warrant (each, a “Pubco Unit”).
The Business Combination and Consideration
In connection with the Closing, Merger Sub will merge with and into Yellow (the “Merger”), with Yellow surviving the Merger as a direct wholly-owned subsidiary of Pubco. Contemporaneous with the Closing, Bluerock will change its name to “Yellow.ai”.
Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock of Yellow, par value $0.00001 per share (the “Yellow Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares and Cancelled Shares (each as defined in the Business Combination Agreement)) will be automatically converted into the right to receive the Per Share Merger Consideration, which is equal to (i) the Aggregate Consideration (as defined below), divided by (ii) the Company Fully Diluted Stock (as defined below). “Aggregate Consideration” means the number of shares of Pubco Common Stock equal to: (a) $300,000,000 divided by (b) $10.00, with the value in (a) subject to certain adjustments as further described in the Business Combination Agreement. “Company Fully Diluted Stock” means the sum of (without duplication): (i) the aggregate number of shares of Yellow Common Stock issued and outstanding immediately prior to the Effective Time (including (a) the number of shares of Yellow Common Stock issuable upon conversion of (i) all Simple Agreements for Future Equity entered into between Yellow and investors (each, a “Yellow SAFE”), and (ii) all Yellow Preferred Stock (as defined in the Business Combination Agreement), in each case outstanding as of immediately prior to the Effective Time), plus (b) the aggregate number of shares of Yellow Common Stock issuable upon exercise or settlement of all eligible options of Yellow issued and outstanding as of the Closing, plus (c) the aggregate number of shares of Pubco Common Stock issuable upon exercise of all warrants of Yellow which are assumed by Pubco as of immediately following the Effective Time.
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Pursuant to the Business Combination Agreement, Bluerock will contribute to Yellow an amount in cash (the “Available Closing Cash”) equal to the sum of (without duplication): (a) all amounts in the Bluerock trust account as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date, less (i) amounts required for the redemptions of Cayman Class A Shares by Bluerock’s shareholders (including any excise taxes expected to be payable in connection with the redemptions as reasonably determined by Bluerock in good faith consultation with Yellow) and (ii) transaction expenses of Yellow and Bluerock, plus (b) the aggregate proceeds, if any, actually received by Bluerock from the PIPE Investments (as described below) plus (c) all other cash and cash equivalents of Bluerock, determined in accordance with generally accepted accounting principles as in effect in the United States.
Milestone Equity Incentive Plan
Pursuant to the terms of the Business Combination Agreement, Bluerock has agreed to adopt, prior to the Closing Date and subject to the approval by Bluerock’s shareholders, a milestone equity incentive plan, to be effective as of the Effective Time (the “2026 Milestone Equity Plan” or the “2026 MEP”), in a form that provides for awards of restricted stock units on terms consistent with the term sheet attached as Exhibit E to the Business Combination Agreement. Subject to the terms and conditions of the 2026 MEP, eligible participants will be entitled to receive up to an aggregate of 17,500,000 shares of Pubco Common Stock upon the vesting of performance- and service-based awards to be issued under the 2026 MEP. Such awards will vest upon the achievement of certain revenue and stock price-based targets (each, a “Triggering Event”) as follows:
| (i) | 19.05% will vest on the date the Pubco Board (as defined below) certifies that Pubco has achieved annual revenue of at least $45 million on a trailing 12 month basis over the 3 fiscal year period commencing with the first full fiscal year immediately following the Closing; |
| (ii) | 19.05% will vest on the date the Pubco Board certifies that Pubco has achieved annual revenue of at least $55 million on a trailing 12 month basis over the 3 fiscal year period commencing with the first full fiscal year immediately following the Closing; |
| (iii) | 19.05% will vest on the date the Pubco Board certifies that Pubco has achieved annual revenue of at least $65 million on a trailing 12 month basis over the 3 fiscal year period commencing with the first full fiscal year immediately following the Closing; and |
| (iv) | 42.85% will vest on the date the Pubco Board certifies that, at any time during the 5-year period following the Closing Date, the VWAP of the shares of Pubco Common Stock as reported on Nasdaq equals or exceeds $12.00 for 20 out of 30 consecutive trading days. |
No eligible participant will vest in any award unless and until such participant remains in continued service with Pubco until the date of achievement of the applicable Triggering Event (and in the case of the price-based target, through the first anniversary of the Closing Date). If any of the Triggering Events fail to occur by the applicable deadline, then the associated portion of the award (and all shares of Pubco Common Stock subject thereto) will be immediately forfeited.
Governance
The Parties have agreed to take all necessary action, including causing the current directors of Bluerock to resign, so that effective at the Closing, the board of directors of Pubco (the “Pubco Board”) will consist of a three class “staggered” board of nine individuals (appointed in accordance with the rules of Nasdaq). Eight directors will be chosen by Yellow and one director will be chosen by Bluerock Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), who will serve as a Class III director.
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Representations and Warranties; Covenants
The Parties have made customary representations, warranties, and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of Bluerock and Yellow prior to the Closing Date.
Conditions to Each Party’s Obligations
The obligations of Bluerock and Yellow to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions. Without limiting the generality of the foregoing, such closing conditions include: (i) the adoption or approval, as applicable, by Bluerock’s shareholders (the “Bluerock Shareholder Approval”) of: (A) the Business Combination Agreement in accordance with applicable law and exchange rules and regulations; (B) the Domestication; (C) the Pubco charter and the bylaws; (D) any separate or unbundled non-binding advisory proposals as are required to implement the foregoing; (E) approval of the issuance of shares of Pubco Common Stock as required by the Nasdaq listing rules; (F) the adoption by Bluerock of the 2026 MEP and the Equity Incentive Plan (as defined in the Business Combination Agreement) with an initial share reserve equal to 10% of the aggregate number of shares of Pubco Common Stock outstanding immediately following the Closing on a fully-diluted, as-converted and as-exercised basis and with an annual evergreen share increase beginning in 2028 not exceeding 5% of the total number of shares of Pubco Common Stock outstanding on the last day of the immediately preceding fiscal year; (G) the election of members of the Pubco Board; and (H) any other proposals as the U.S. Securities and Exchange Commission (the “SEC”) (or staff members of the SEC or Nasdaq) may indicate are necessary in its comments to the registration statement on Form S-4 (the “Registration Statement”) to be filed by Bluerock and Yellow or any related correspondence (such proposals in clauses (A)-(H), together, the “Required Transaction Proposals”); (ii) the receipt of the requisite consent of the stockholders of Yellow; (iii) any applicable waiting period or any extension of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (and the rules and regulations promulgated under such Act) in respect of the Business Combination being expired or earlier terminated without the imposition of burdensome conditions; (iv) the Registration Statement becoming effective; (v) approval of the listing of the Pubco Common Stock on Nasdaq, subject only to notice of issuance; (vi) the accuracy of the representations and warranties of each Party and the performance of the covenants and agreements of the Parties subject, in each case, to customary standards; (vii) the completion of the Domestication; (viii) the adoption by Bluerock of the 2026 MEP; and (ix) the receipt by Bluerock of a valuation report from a reputable Indian chartered accountancy firm certifying the value of Yellow and its Indian assets. In addition, there is no minimum cash requirement in order to consummate the Business Combination.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing. Without limiting the generality of the foregoing, such circumstances include (i) by mutual written consent of Bluerock and Yellow; (ii) by Bluerock or Yellow if the Closing has not occurred on or before March 31, 2027 (or such later date agreed in writing by the Parties); (iii) by Yellow, if at any time prior to the receipt of Bluerock Shareholder Approval, the board of directors of Bluerock has amended, qualified, withdrawn or modified its recommendation to Bluerock’s shareholders that they vote in favor of the Required Transaction Proposals; (iv) by Bluerock or Yellow if the Bluerock Shareholder Approval is not obtained by Bluerock after the conclusion of the extraordinary general meeting of Bluerock’s shareholders held for the purpose of voting on the Required Transaction Proposals (the “Business Combination Meeting”); and (v) by Bluerock if the approval of Yellow’s stockholders has not been obtained and delivered to Bluerock by the second business day following the date the Registration Statement has been declared effective by the SEC and the prospectus thereto has been filed and distributed. In addition, Bluerock has the right to terminate the Business Combination Agreement if the Registration Statement is not filed with the SEC within 75 days after the date of the Business Combination Agreement.
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A copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by reference to the full text of the Business Combination Agreement filed with this Current Report on Form 8-K. The Business Combination Agreement is included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about Bluerock or Yellow. In particular, the assertions embodied in representations and warranties by Bluerock and Yellow contained in the Business Combination Agreement are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement, including being qualified by confidential information in the disclosure schedules provided by the parties in connection with the execution of the Business Combination Agreement, and are subject to standards of materiality applicable to the contracting Parties that may differ from those applicable to security holders. The confidential disclosures contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about Bluerock and Yellow. In addition, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Bluerock’s public disclosures.
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, Bluerock entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with Yellow and the Sponsor. Under the terms of the Sponsor Support Agreement, the Sponsor agreed to, among other things: (i) vote in favor of adoption of the Required Transaction Proposals; (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Business Combination Agreement and the Business Combination; (iii) waive all anti-dilution rights with respect to the rate that the Cayman Class B Shares convert into the Cayman Class A Shares in connection with the Business Combination; and (iv) not transfer any Cayman Class B Shares or Cayman Purchaser Warrants (together, the “Sponsor Subject Securities”) held by it until the earliest to occur of (x) the Closing, (y) the termination of the Business Combination Agreement in accordance with its terms and (z) the liquidation of Bluerock.
In addition, the Sponsor agreed to forfeit, for no consideration, 750,000 Cayman Class B Shares held by it at or immediately prior to the Closing. Further, in connection with the Equity PIPE Investment (as defined below), the Sponsor agreed to transfer to the Equity PIPE Investors (as defined below) 0.5 Cayman Class B Shares (subject to adjustment, the “Commitment Shares”) for each Equity PIPE Unit (as defined below) (or Non-Redeemed Share (as defined below)) acquired by such investor pursuant to the Equity PIPE Subscription Agreement (as defined below), up to a maximum of 1,000,000 Commitment Shares. The Sponsor also agreed to forfeit 2,000,000 Cayman Purchaser Warrants in connection with the Note PIPE Investment (as defined below).
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 10.1, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
Company Support Agreements
Concurrently with the execution of the Business Combination Agreement, Bluerock, Yellow and certain stockholders of Yellow (the “Supporting Yellow Stockholders”), entered into support agreements (the “Company Support Agreements”), pursuant to which each of the Supporting Yellow Stockholders agreed to, among other things, (i) execute and deliver a written consent approving and adopting the Business Combination Agreement and the transactions contemplated thereby, including the Merger, no later than two business days after the effective date of the Registration Statement, and (ii) not to transfer any of the securities of Yellow (the “Yellow Securities”) held by it through the Closing.
The foregoing description of the Company Support Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Company Support Agreement, a copy of which is included as Exhibit 10.2, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
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Lock-Up Agreement
Concurrently with the execution of the Business Combination Agreement, the Sponsor and certain other holders of Cayman Shares (collectively, the “SPAC Holders”) and certain holders of Yellow Securities (the “Target Holders” and, together with the SPAC Holders, the “Holders”) entered into a Lock-Up Agreement (the “Lock-Up Agreement”) with Bluerock and Yellow, pursuant to which, among other things, the Holders agreed not to transfer (except for certain permitted transfers) any shares of Pubco Common Stock held by such Holder immediately following the Closing (excluding any Non-Redeemed Shares held by the Holders, any shares of Pubco Common Stock issued to the Holders upon separation of the Equity PIPE Units or any securities issued as part of the Note PIPE Investment, the “Lock-Up Securities”), until the earliest to occur of (w) (i) with respect to 50% of the Lock-Up Securities held by a Holder, 210 days after the Closing Date and (ii) with respect to the remaining 50%, 1 year after the Closing Date, (x) the date on which the Trading Price (as defined in the Lock-Up Agreement) of the shares of Pubco Common Stock on Nasdaq equals or exceeds $12.00 per share, (y) the date on which the Common Stock ceases to be listed on any national securities exchange or automated quotation system (including, without limitation, OTCQB, OTCQX, OTCID, the Pink Limited Market or any other similar exchange) (each, an “Applicable Exchange”) and is not re-listed on any Applicable Exchange within five (5) Business Days thereafter, and (z) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction, that results in all of Pubco’s public stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property (the “Lock-Up Period”). Notwithstanding the foregoing, the Lock-Up Period with respect to any Commitment Shares held by the Holders will be the earliest to occur of (w) 180 days after the Closing Date, (x) the date on which the trading price of the shares of Pubco Common Stock on Nasdaq equals or exceeds $12.00 per share, (y) the date on which the Common Stock ceases to be listed on an Applicable Exchange and is not re-listed on an Applicable Exchange within five (5) Business Days thereafter, and (z) the date on which Pubco completes a liquidation, merger, amalgamation, capital stock exchange, reorganization or other similar transaction, that results in all of Pubco’s public stockholders having the right to exchange their shares of Pubco Common Stock for cash, securities or other property.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is included as Exhibit 10.3, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
PIPE Investments
Equity PIPE Investment
Concurrently with the execution of the Business Combination Agreement, Bluerock and Yellow entered into subscription agreements with certain institutional and accredited investors, including certain affiliates of Yellow (the “Equity PIPE Investors” and the subscription agreements, the “Equity PIPE Subscription Agreements” and the transactions contemplated thereby, the “Equity PIPE Investment”). Under the terms of the Equity PIPE Subscription Agreements, the Equity PIPE Investors agreed, subject to the terms and conditions set forth in the Equity PIPE Subscription Agreements, to subscribe for and purchase from Pubco, on the Closing Date and immediately prior to the Effective Time, an aggregate of 500,000 units of Pubco (the “Equity PIPE Units”) at $10.00 per Equity PIPE Unit, for an aggregate purchase price of $5 million. Each Equity PIPE Unit consists of one share of Pubco Common Stock and one Pubco Warrant to purchase one share of Pubco Common Stock for $11.50 per share for a period of five years from the Closing. The closing of the Equity PIPE Investment is conditioned upon, among other things, the completion or concurrent consummation of the Business Combination.
Pursuant to the Equity PIPE Subscription Agreements, each Equity PIPE Investor may elect to reduce the number of Equity PIPE Units it is obligated to purchase under its Equity PIPE Subscription Agreement, on a one-for-one basis, up to the total amount of Equity PIPE Units subscribed thereunder if such Equity PIPE Investor (i) beneficially owns any Cayman Class A Shares as of the fifth calendar day after the effectiveness of the Registration Statement (including any Cayman Class A Shares purchased by the Equity PIPE Investor in the open market at a price less than the Per-Share Redemption Price (as defined in the Equity PIPE Subscription Agreement) (the “Non-Redeemed Shares”), (ii) does not exercise its right to redeem any of its Non-Redeemed Shares in connection with the Business Combination Meeting, (iii) does not sell or otherwise transfer its Non-Redeemed Shares prior to the Closing; and (iv) does not vote any Non-Redeemed Shares in favor of the Business Combination at the Business Combination Meeting or in favor of any proposal contained in the Proxy Statement (as defined in the Equity PIPE Subscription Agreement) related thereto. If an Equity PIPE Investor properly makes such election in accordance with the terms of the Equity PIPE Subscription Agreements, then it will be entitled to receive one Pubco Warrant for each Non-Redeemed Share held by it at Closing.
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In addition to the foregoing, the Equity PIPE Subscription Agreements provide that the Equity PIPE Investor will be entitled to receive 0.5 Commitment Shares from the Sponsor at the Closing for each Equity PIPE Unit purchased by such Equity PIPE Investor and Non-Redeemed Share held by such Equity PIPE Investor at Closing, subject to adjustment as provided in the Equity PIPE Subscription Agreements, up to an aggregate of 1,000,000 Commitment Shares. The Commitment Shares issued to the Equity PIPE Investors will be subject to transfer restrictions for a period of 180 days after the Closing Date.
The foregoing description of the Equity PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Equity PIPE Subscription Agreement, a copy of which is included as Exhibit 10.4, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
Note PIPE Investment
Concurrently with the execution of the Business Combination Agreement, Bluerock and Yellow entered into a securities purchase agreement (the “Note PIPE Purchase Agreement” and the transactions contemplated thereby, the “Note PIPE Investment” and, together with the Equity PIPE Investment, the “PIPE Investments”) with an accredited investor (the “Note PIPE Investor”), pursuant to which, following the Closing, Pubco will issue and sell to the Note PIPE Investor, in one or more closings, a new series of senior secured convertible notes (the “Notes”) in an aggregate original principal amount of up to $50,000,000, consisting of (i) an initial note in an original principal amount of up to $25,000,000, to be issued and sold at the initial closing (the “Initial Note”), and (ii) one or more additional notes in an aggregate original principal amount for all additional closings of up to $25,000,000, issuable in increments of up to $5,000,000, which may be issued and sold following the initial closing at the election of the Note PIPE Investor or, in certain circumstances, at the election of Pubco, in each case subject to the satisfaction of the conditions to closing set forth in the Note PIPE Purchase Agreement (the “Additional Notes”), such that the aggregate principal amount of Notes outstanding at any time may not exceed $25,000,000 without the consent of Pubco and the Note PIPE Investor. The initial closing under the Note PIPE Purchase Agreement is conditioned upon, among other things, the consummation of the Business Combination, and will occur immediately following the Closing, subject to all conditions to closing be satisfied as of such time.
The Notes will bear interest at a rate of 12% per annum, which interest will be payable quarterly at the Company’s option in shares of Pubco Common Stock (subject to satisfaction of certain equity conditions), in cash, or by capitalizing such interest into the outstanding principal balance of the applicable Note (i.e., payment in kind), or a combination of the foregoing. Upon the occurrence and during the continuance of an event of default, the applicable interest rate will automatically increase to 18% per annum. The Notes will be purchased at a price of approximately $950 for each $1,000 of principal amount issued, reflecting an original issue discount of approximately 5%. The Notes will mature 36 months from the applicable issuance date of each Note, subject to extension in certain circumstances, including during the continuance of an event of default and in connection with certain fundamental transactions.
The Notes may be convertible into shares of Pubco Common Stock at the election of the holder at an initial conversion price of $10.00 per share (the “Conversion Price”), subject to adjustment, including a downward reset of the Conversion Price if Pubco issues shares of its common stock or common stock equivalents at an effective price per share below the then-current Conversion Price, and a further downward-only reset, on the 6-month anniversary of the initial closing, to the greater of (i) the greater of (x) the floor price then in effect and (y) a price equal to the average of the volume-weighted average price of Pubco Common Stock during the 10-trading day preceding such 6-month anniversary date and (ii) $6.00. Beginning on the first trading day following the 12-month anniversary of the issuance date of the Initial Note, and, with respect to any Additional Note, the first trading day following the 45th day after the issuance date of such Additional Note, Pubco will be required to redeem or convert, in 21 equal monthly installments, the then-outstanding principal amount of the applicable Note, together with accrued interest, at its election (subject to satisfaction of certain equity conditions), in cash at a 5% premium to the amount of the applicable installment or in shares of Pubco Common Stock at a conversion price equal to the lower of (i) the Conversion Price then in effect and (ii) the greater of (x) the floor price then in effect and (y) 95% of the lowest daily volume-weighted average price of the Pubco Common Stock during the 10 trading days preceding the applicable installment date, or a combination thereof.
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Pubco will also have the right to redeem the Notes, in whole or in part, at any time prior to maturity, at a redemption price equal to (i) 120% of the amount redeemed; provided that, solely with respect to the Additional Notes, once the Company has delivered notice to the holder that the Company has elected to exercise such redemption right with respect to the Initial Note, 115% shall apply until the Company has redeemed an aggregate conversion amount of Additional Notes equal to such aggregate amount of the Initial Note redeemed as of such time of determination, in each case, if redeemed within 12 months following the applicable issuance date, (ii) 110% of such amount if redeemed after such 12-month anniversary but prior to the 18-month anniversary of such issuance date, and (iii) 108% of such amount if redeemed on or after such 18-month anniversary, in each case subject to advance notice requirements. Pubco may not exercise this redemption right while an event of default is continuing.
The Notes contain a beneficial ownership limitation that prohibits the holder, together with its attribution parties, from converting the Notes to the extent such conversion would result in the holder beneficially owning more than 9.99% of the outstanding shares of Pubco Common Stock.
The Notes rank senior to all other existing and future indebtedness of Pubco and will be secured by a first-priority perfected security interest in substantially all of the existing and future assets of Pubco and its direct and indirect subsidiaries, including a pledge of all of the capital stock of each subsidiary, and are further supported by guaranties from each of Pubco’s U.S. subsidiaries.
The Note PIPE Purchase Agreement and the Notes contain customary representations and warranties, affirmative covenants, negative covenants (including restrictions on the incurrence of additional indebtedness and the granting of liens, and restrictions on entering into variable rate transactions), a financial covenant requiring Pubco to maintain a minimum of $7,500,000 of available cash in U.S. bank accounts, closing conditions, equity conditions, and events of default.
For a period ending on the later of (i) July 31, 2030 (or such earlier date as the Note PIPE Investor may determine in its sole discretion) and (ii) the second anniversary of the later of the initial closing date and the last additional closing date, the Note PIPE Investor has the right to participate in future financing transactions of the Company for 9.9% of the securities offered, subject to customary exceptions for excluded securities.
In connection with the Note PIPE Investment, the Company shall also enter into a registration rights agreement with the Note PIPE Investor (the “Note PIPE Registration Rights Agreement”) at the initial closing under the Note PIPE Purchase Agreement, pursuant to which the Company will agree to file a registration statement registering the resale of the Conversion Shares within 35 days following the date of such initial closing, use its best efforts to cause such registration statement to be declared effective within 80 days after the date of such initial closing (or 110 days if subject to SEC review), and maintain the effectiveness of such registration statement during the applicable registration period, subject to customary suspension rights.
Concurrently with the execution of the Note PIPE Purchase Agreement, Yellow executed and delivered to the Note PIPE Investor a promissory note in the original principal amount of $100,000, which does not bear periodic interest and matures on January 31, 2027. The promissory note will automatically be exchanged, immediately prior to the Effective Time, for (i) 750,000 shares of Yellow Common Stock and (ii) warrants to purchase 2,000,000 shares of Yellow Common Stock at an exercise price of $11.50 per share. In connection with the closing of the Merger, such securities will be exchanged for (i) 750,000 shares of Pubco Common Stock and (ii) Pubco Warrants to purchase 2,000,000 shares of Pubco Common Stock.
The foregoing description of the Note PIPE Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note PIPE Purchase Agreement, a copy of which is included as Exhibit 10.5, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
Amended and Restated Registration Rights Agreement
At the Closing, Pubco, the Sponsor and certain securityholders of Yellow will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”). Among other things, the A&R Registration Rights Agreement provides that the Sponsor and such other securityholders will be granted certain customary registration rights, on the terms and subject to the conditions in the A&R Registration Rights Agreement, with respect to securities of Pubco that they will hold following the Business Combination.
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The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of A&R Registration Rights Agreement, a form of which is included as Exhibit 10.6, and the terms of which are incorporated by reference in this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Note PIPE Investment is incorporated by reference in this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the PIPE Investments is incorporated by reference in this Current Report on Form 8-K. The securities of Pubco to be offered and sold in connection with the PIPE Investments have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated under the Securities Act.
Item 7.01. Regulation FD Disclosure.
On August 3, 2026, Bluerock and Yellow issued a joint press release announcing their entry into the Business Combination Agreement. The press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01.
The investor presentation that Bluerock and Yellow have prepared for use in connection with the Business Combination is furnished as Exhibit 99.2 and incorporated by reference into this Item 7.01.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Forward Looking Statements
This Current Report on Form 8-K includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about Bluerock’s or Yellow’s ability to effectuate the Business Combination discussed in this document; the benefits of the Business Combination; the future financial performance of Pubco (which will be the go-forward public company following the completion of the Business Combination) following the Closing; changes in Yellow’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Bluerock, Yellow and their respective management teams, as the case may be, are inherently uncertain. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Bluerock and Yellow. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) changes in domestic and foreign business, market, financial, political conditions, and in applicable laws and regulations, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreements and any negotiations with respect to the Business Combination; (3) the outcome of any legal proceedings that may be instituted against Bluerock, Yellow, the combined company, or others; (4) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Bluerock or Yellow for the Business Combination or to satisfy other conditions to closing; (5) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; (6) the ability to meet stock exchange listing standards following the consummation of the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations of Bluerock or Yellow as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things: competition, the ability of the combined company to grow and manage growth profitably, the ability of the combined company to build or maintain relationships with customers and retain its management and key employees, the timing and amount of future capital expenditures and requirements for additional capital, and the timing of future cash flow provided by operating activities, if any; (9) costs related to the Business Combination; (10) the possibility that Yellow or the combined company may be adversely affected by other economic, business, political and/or competitive factors; (11) estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Bluerock’s filings with the SEC, including the Registration Statement, when available, and any periodic Exchange Act reports filed by Bluerock with the SEC such as its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.
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You should carefully consider the foregoing risk factors and the other risks and uncertainties which will be more fully described in the “Risk Factors” section of the Registration Statement and other documents filed by Bluerock from time to time with the SEC. If any of these risks materialize or Bluerock’s or Yellow’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Bluerock nor Yellow presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Bluerock and Yellow’s expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. These forward-looking statements speak only as of the date of this Current Report on Form 8-K. Bluerock, Yellow, and their respective representatives and affiliates specifically disclaim any obligation to, and do not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Accordingly, these forward-looking statements should not be relied upon as representing Bluerock’s, Yellow’s, or any of their respective representatives or affiliates’ assessments as of any date subsequent to the date of this Current Report on Form 8-K, and therefore undue reliance should not be placed upon the forward-looking statements. This Current Report on Form 8-K contains preliminary information only, is subject to change at any time, and is not, and should not be assumed to be, complete or constitute all of the information necessary to adequately make an informed decision regarding any potential investment in connection with the Business Combination.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Bluerock and Yellow plan to file the Registration Statement with the SEC, which will include a prospectus with respect to the combined company’s securities to be issued in connection with the proposed Business Combination and a preliminary proxy statement with respect to the shareholder meeting of Bluerock to vote on the proposed Business Combination. Bluerock and Yellow also plan to file other documents and relevant materials with the SEC regarding the proposed Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus included in the Registration Statement will be mailed to the shareholders of Bluerock as of the record date to be established for voting on the proposed Business Combination. SECURITY HOLDERS OF YELLOW AND BLUEROCK ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS AND RELEVANT MATERIALS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION. Shareholders are able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Yellow and Bluerock once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. In addition, the documents filed by Bluerock may be obtained free of charge from Bluerock at https://bluerock.com/bluerock-acquisition-corp/. Alternatively, these documents, when available, can be obtained free of charge from Bluerock upon written request to Bluerock Acquisition Corp., 919 Third Avenue, New York, New York 10022, Attn: Secretary, or by calling (212) 843-1601. The information contained on, or that may be accessed through the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.
Participants in the Solicitation
Bluerock, Yellow and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Bluerock in connection with the proposed Business Combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Bluerock’s executive officers and directors in the solicitation by reading Bluerock’s final prospectus related to its initial public offering filed with the SEC on December 12, 2025, the definitive proxy statement/prospectus, which will become available after the Registration Statement has been declared effective by the SEC, and other relevant materials filed with the SEC in connection with the proposed Business Combination when they become available. Information concerning the interests of Bluerock’s participants in the solicitation, which may, in some cases, be different from those of Bluerock’s shareholders generally, will be set forth in the preliminary proxy statement/prospectus included in the Registration Statement.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits hereto do not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale or exchange of any securities of Bluerock or Yellow in any jurisdiction where, or to any person to whom, such offer, sale or exchange may be unlawful under the laws of such jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1† | Business Combination Agreement, dated as of July 31, 2026, by and among Bluerock Acquisition Corp., Bitonic Technology Labs Inc. d/b/a Yellow.ai and BLRK Merger Sub Inc. | |
| 10.1† | Sponsor Support Agreement, dated as of July 31, 2026, by and among Bluerock Acquisition Corp., Bitonic Technology Labs Inc. d/b/a Yellow.ai and Bluerock Acquisition Holdings, LLC. | |
| 10.2 | Company Support Agreement, by and among Bluerock Acquisition Corp., Bitonic Technology Labs Inc. d/b/a Yellow.ai and the persons set forth on Schedule A thereto. | |
| 10.3 | Form of Lock-Up Agreement. | |
| 10.4 | Form of Equity PIPE Subscription Agreement. | |
| 10.5† | Note PIPE Purchase Agreement, dated July 31, 2026, by and among Bluerock Acquisition Corp., Bitonic Technology Labs Inc. d/b/a Yellow.ai and the Note PIPE Investor. | |
| 10.6 | Form of Amended and Restated Registration Rights Agreement. | |
| 99.1 | Press Release, dated August 3, 2026. | |
| 99.2 | Investor Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) or (b)(2), as applicable. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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.
Dated: August 3, 2026
| BLUEROCK ACQUISITION CORP. | ||
| By: | /s/ Jordan Ruddy | |
| Name: | Jordan Ruddy | |
| Title: | President | |
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Exhibit 99.1
Yellow.ai, a Global Leader in Enterprise Agentic AI, to Go Public via $550 Million Merger with Bluerock Acquisition Corp. (Nasdaq: BLRK)
Transaction expected to create a U.S. publicly listed pure-play enterprise agentic AI platform
| ● | Category leader, deployed at scale today: Global enterprise agentic AI platform — 16 billion conversations annually, 650+ enterprise clients, $34M+ unaudited revenue last fiscal year. | |
| ● | Technology: Nexus runs on multiple AI models — not locked to one provider — and improves with every conversation. 135+ languages, 85+ countries, 100+ enterprise integrations. | |
| ● | Blue-chip backing: $100M+ raised from Lightspeed, Salesforce Ventures, Sapphire Ventures and WestBridge Capital. | |
| ● | Valuation: Transaction metrics imply a pro forma equity value of ~$550 million, assuming no redemptions by BLRK public shareholders. Includes $30 million of committed PIPE financing from institutional investors. | |
| ● | Long-term alignment: The founders and key management are investing their own capital in the PIPE, side by side with institutional investors. |
SAN MATEO, Calif. and NEW YORK, N.Y. — August 3, 2026 — Yellow.ai, a global leader in enterprise agentic AI for service automation, and Bluerock Acquisition Corp. (Nasdaq: BLRK) (“Bluerock”), a publicly traded special purpose acquisition company, today announced a definitive Business Combination Agreement expected to take Yellow.ai public. At closing, the combined company will operate as Yellow.ai and trade on The Nasdaq Capital Market under the ticker “YAI.”
Delivering Enterprise Agentic AI at Scale Today
Yellow.ai was founded in 2016 by Raghu Ravinutala, Rashid Khan and Jaya Kishore Reddy on a single conviction — that enterprise software would evolve from tools that assist people to agents that do the work. A decade later, Yellow.ai has that thesis in production.
The founding partnership has since grown from three to five. The partners — an engineering-led group with roots at IIT and MIT — combine technical depth with operating and capital-markets experience. The original founders lead product and platform, Kaushik Bhaskar brings business process outsourcing(“BPO”) operating leadership, and Nand Sharma brings private-equity roll-up execution. Together, they supply the three capabilities a consolidation strategy requires.
Yellow.ai captures the hard-won expertise of an enterprise’s best people and turns it into AI agents that plan, act and resolve autonomously — across systems, channels and languages. Adoption validates the technology: enterprise accounts now make up over 70% of recurring revenue, reflecting the result of a deliberate shift toward large, durable contracts.
Voice is the fastest-growing frontier in enterprise contact centers. Nexus Vox delivers low-latency, human-like voice agents in 135+ languages and is Yellow.ai’s fastest-growing, most widely adopted product.
Why Yellow.ai Wins
A compounding data advantage: Every interaction improves the platform. Yellow.ai’s proprietary harness, context engine and multi-LLM orchestration sit above a commoditizing model layer — where the durable value accrues.
A truly global platform: 85+ countries, with enterprise deployments across North America, Europe, Asia-Pacific and the Middle East.
Industry recognition: Named a Strong Performer in The Forrester Wave™: Conversational AI Platforms for Customer Service, Q2 2026.
Positioned to Capitalize on a Significant Market Reallocation
Management believes the shift from human-delivered to AI-delivered customer experience will be one of the largest enterprise reallocations of the coming decade. This shift is centered on the BPO market, in which enterprises outsource customer-facing and back-office functions, such as customer support, technical support, finance and accounting and human resources, to specialized third-party providers in order to improve efficiency, reduce costs, and scale their operations.
Today the BPO market is a $384 billion, labor-intensive category where roughly 85% of customer-service calls are still answered by humans. By 2035 it is projected to reach $906 billion — with the AI agent sub-segment compounding from $12 billion to $295 billion, a ~43% CAGR.
Yellow.ai is built to capture that shift: organic growth, BPO roll-ups, and proprietary industry-specific AI models.
Founders’ Commentary
Raghu Ravinutala, CEO, named to the Top 50 SaaS CEOs (2023)
“Ten years ago we bet that enterprises would stop buying software that assists people and start deploying agents that do the work. That’s no longer a thesis — it’s in production: 16 billion conversations a year, across 135+ languages, inside some of the largest companies on earth. BPOs, with a large US market, mainly driven by humans, will move to agents that plan, act and resolve — and the platform enterprises trust to run it will define the category.”
Jaya Kishore Reddy, CPO, named to BW Businessworld’s 40 Under 40 (2022)
“The industry is moving to specialized models. Yellow.ai is positioned to build industry-leading IP trained on domain expertise, vertical by vertical.”
Rashid Khan, CMO & Head of IR, named to Forbes’ 30 Under 30 for Enterprise Technology (2022)
“Enterprise demand for AI is accelerating. This combination positions us to meet it.”
Kaushik Bhaskar, CEO – AI Services
“The CX industry is at an inflection point, and Yellow.ai has the technology, data and platform to lead it — a chance to build a category-defining company.”
Nand Sharma, President and Group CFO
“We pair enterprise AI software with proven operating expertise, so enterprises transform faster with better efficiency, quality and outcomes.”
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Sponsor Commentary
Ramin Kamfar, Chairman and CEO of Bluerock Acquisition Corp.
“As some investors seek exposure to AI roll-up strategies, Yellow.ai is executing a consolidation strategy in a market we believe is ripe for operational optimization, growth trajectory, and margin expansion. Yellow.ai has built an enterprise-grade platform already operating at production scale across some of the world’s most demanding organizations. We’re excited to back the Yellow.ai team as they aim to consolidate this attractive and fragmented market and scale their agentic AI platform.”
Business Combination Structure to Accelerate Growth
The BCA has received unanimous approval from the Boards of Directors of both Bluerock and Yellow.ai. Completion of the Business Combination remains subject to customary closing conditions, including the requisite approval from Bluerock’s shareholders.
Under the terms of the BCA, the Business Combination values Yellow.ai at a pre-money valuation of approximately $300 million.
The Business Combination ascribes a pro forma equity value of approximately $550 million to the combined company. The Business Combination is expected to generate more than $200 million in gross proceeds, including:
| · | Approximately $175 million of cash held in Bluerock’s trust account at closing (assuming no redemptions of Bluerock’s public shares); and | |
| · | Approximately $30 million of committed PIPE financing from institutional investors. |
Yellow.ai intends to use the proceeds from the transaction to accelerate investment in its agentic AI platform, expand enterprise sales across North America and Europe, and scale its global operations. The combined company also plans to deploy capital toward a disciplined M&A strategy focused on acquiring complementary BPO operators. Yellow.ai plans to transform acquired BPOs into AI-native operations powered by its AI platform.
In addition to the $30 million of committed PIPE financing, Yellow.ai may raise additional PIPE financing as part of this Business Combination. The Business Combination is expected to close in the second half of 2026, subject to customary closing conditions.
Advisors
Cantor Fitzgerald & Co. (“Cantor”) is acting as exclusive financial advisor to Yellow.ai. King & Spalding LLP is representing Cantor as legal counsel. Fox Rothschild LLP is representing Yellow.ai as legal counsel, and AUM Advisors is serving as communications counsel to Yellow.ai.
Bluerock Capital Markets, LLC and Brookline Capital Markets, A Division of Arcadia Securities, LLC are acting as capital markets advisors to Bluerock Acquisition Corp. Ashurst Perkins Coie US LLP is representing Bluerock Acquisition Corp. as legal counsel.
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Important Information About the Proposed Business Combination and Where to Find It
In connection with the Business Combination, Bluerock intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to Bluerock’s shareholders in connection with Bluerock’s solicitation for proxies for the vote by Bluerock’s shareholders in connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued (or deemed issued) to Bluerock’s securityholders and Yellow.ai equity holders in connection with the completion of the Business Combination. After the Registration Statement is declared effective, Bluerock will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. Bluerock’s shareholders and other interested persons are advised to read, once available, the Registration Statement, the preliminary proxy statement/prospectus included in the Registration Statement and any amendments thereto and, once available, the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Business Combination, in connection with Bluerock’s solicitation of proxies for its extraordinary general meeting to be held to approve, among other things, the Business Combination, as well as other documents filed with the SEC in connection with the Business Combination, as these documents will contain important information about Bluerock, Yellow.ai, and the Business Combination. Securityholders of Bluerock and equityholders of Yellow.ai may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Bluerock with the SEC that will or may be incorporated by reference in the proxy statement/prospectus, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Bluerock at Bluerock Acquisition Corp., 919 Third Avenue, New York, New York 10022. Additional information about the Business Combination, including a copy of the BCA, will be provided in Bluerock’s Current Report on Form 8-K. An investor deck will be filed together with Yellow.ai’s registration statement on Form S-4, which will include a document that serves as a proxy statement of Bluerock, referred to as a proxy statement / prospectus, each of which will be filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
About Yellow.ai
Yellow.ai is a global leader in agentic AI for enterprise service automation. Built on a multi-LLM architecture and continuously trained on 16 billion+ conversations annually, the Yellow.ai platform helps enterprises unlock unparalleled efficiency across customer service and operations while significantly reducing operating costs. With a customer-centric approach and a team of experts focused on actionable outcomes for enterprises, their customers, and their employees, Yellow.ai continues to push the boundaries of what autonomous enterprise work can achieve.
For more information, visit www.yellow.ai.
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About Bluerock Acquisition Corp.
Bluerock Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Bluerock may pursue an initial business combination in any business or industry. Bluerock’s units, Class A ordinary shares and warrants are currently trading on The Nasdaq Global Market under the symbols BLRKU, BLRK and BLRKW, respectively. Bluerock closed its initial public offering on December 12, 2025, and is headquartered in New York City.
For more information, visit https://bluerock.com/bluerock-acquisition-corp/. The content of Bluerock’s website is not incorporated into this press release.
Forward-Looking Statements
This communication includes “forward-looking statements” within the meaning of the U.S. federal securities laws and “forward-looking information” within the meaning of applicable non-U.S. securities laws (collectively, “forward-looking statements”). Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based upon current estimates and assumptions that, while considered reasonable by Yellow.ai and its management, and Bluerock and its management, as the case may be, are inherently uncertain.
These statements include: projections of market opportunity and market share; estimates of customer adoption rates and usage patterns; projections regarding Yellow.ai’s ability to commercialize new products and technologies; projections of development and commercialization costs and timelines; expectations regarding Yellow.ai’s ability to execute its business model and the expected financial benefits of such model; expectations regarding Yellow.ai’s ability to attract, retain and expand its customer base; Yellow.ai’s deployment of proceeds from capital raising business combinations; Yellow.ai’s expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; Yellow.ai’s ability to maintain, protect and enhance its intellectual property; future ventures or investments in companies, products, services or technologies; development of favorable regulations affecting Yellow.ai’s markets; the successful consummation and potential benefits of the Business Combination and expectations related to its terms and timing; the stock exchanges on which the securities of the combined company are expected to trade; proceeds from the business combination; funds received by the combined company from Bluerock’s trust account and redemptions by Bluerock’s public shareholders; the expectation that Yellow.ai can and will maintain the compatibility of its platform with third-party applications that its customers use in their businesses; and the potential for Yellow.ai to increase in value.
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These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of Yellow.ai and Bluerock. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause the actual results of the combined company following the Business Combination, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: Yellow.ai’s expectations regarding future financial performance, capital requirements and economics; Yellow.ai’s use and reporting of business and operational metrics; Yellow.ai’s competitive landscape; Yellow.ai’s dependence on members of its senior management and its ability to attract and retain qualified personnel; the potential need for additional future financing; Yellow.ai’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; Yellow.ai’s reliance on strategic partners and other third parties; Yellow.ai’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate a public company; the possibility that required shareholder and regulatory approvals for the Business Combination are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the Business Combination; the risk that shareholders of Bluerock could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the risk that the PIPE financings may not close or may close in an amount less than anticipated, which could adversely affect the combined company’s available capital and ability to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings or government investigations that may be commenced against Yellow.ai or Bluerock; failure to realize the anticipated benefits of the Business Combination; the ability of Yellow.ai or the combined company to issue equity or equity-linked securities in connection with the Business Combination or in the future; and other factors described in Bluerock’s filings with the SEC. These forward-looking statements are based on certain assumptions, including that none of the risks identified above materialize; that there are no unforeseen changes to economic and market conditions, and that no significant events occur outside the ordinary course of business. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by Bluerock or the combined company resulting from the Business Combination with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Yellow.ai nor Bluerock presently knows or that Yellow.ai and Bluerock currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Yellow.ai’s and Bluerock’s expectations, plans, or forecasts of future events and views as of the date of this press release. Yellow.ai and Bluerock anticipate that subsequent events and developments will cause Yellow.ai’s and Bluerock’s assessments to change. However, while Yellow.ai and Bluerock may elect to update these forward-looking statements at some point in the future, Yellow.ai and Bluerock specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Yellow.ai’s and Bluerock’s assessments as of any date after the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements. An investment in Bluerock is not an investment in any of Bluerock’s founders or sponsors past investments, companies, or affiliated funds. The historical results of those investments are not indicative of future performance of Bluerock, which may differ materially from the performance of Bluerock’s founders or sponsors past investments.
No Offer or Solicitation
This press release does not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent, or approval in any jurisdiction with respect to any securities or in connection with the Business Combination. There shall not be any offer, sale, or exchange of any securities of Yellow.ai or Bluerock in any jurisdiction where, or to any person to whom, such offer, sale, or exchange may be unlawful under the laws of such jurisdiction prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.
Participants in Solicitation
Bluerock, Yellow.ai, and certain of their respective directors, executive officers, and other members of management and employees may be deemed to be participants in the solicitations of proxies from Bluerock’s shareholders in connection with the Business Combination. More detailed information regarding those directors and executive officers and a description of their interests in Bluerock is contained in Bluerock’s filings with the SEC, including the registration statement on Form S-1 (File No. 333-291337), which was declared effective by the SEC on December 10, 2025, and which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.
Yellow.ai’s directors and executive officers may also be deemed to be participants in the solicitation of proxies from Bluerock’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers, and information regarding their interests in the Business Combination, will be included in the Registration Statement when available.
Contacts
Media Contact:
Crocker Coulson, AUM Advisors
crocker.coulson@aumadvisors.com
+1 (646) 652-7185
Investor Contact:
Harrison Seideman
spac@bluerock.com
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Exhibit 99.2
Private and Confidential AI Agents that Think, Act, and Resolve EVERYDAY MOMENTS, POWERED BY YELLOW.AI Investor Presentation August 2026
Disclaimer IMPORTANT INFORMATION 2 Disclaimer This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a business combination between Bitonic Technology Labs Inc. d/b/a Yellow.ai ("Yellow.ai") and Bluerock Acquisition Corp. ("Bluerock") and related transactions (the "proposed transaction") and for no other purpose. The information contained herein does not purport to be all inclusive and none of Yellow.ai, Bluerock nor any of their respective affiliates, directors, officers, employees or advisers or any other person has independently verified the information in this presentation and no representation or warranty, express or implied, is or will be given by any such person as to the accuracy or completeness of the information in this presentation. To the fullest extent permitted by law, in no circumstances will Yellow.ai, Bluerock or any of their respective subsidiaries, interest holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this presentation are not to construe its contents, or any prior or subsequent communications from or with Yellow.ai, Bluerock or their respective representatives, as investment, legal or tax advice. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Yellow.ai, Bluerock or the proposed transaction. Recipients of this presentation should each make their own evaluation of Yellow.ai, Bluerock and the proposed transaction and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This Presentation shall be construed and governed by the substantive laws of the State of Delaware, without regard to its conflicts of laws rules and principles. Forward-Looking Statements This communication includes "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target," "continue," "could," "may," "might," "possible," "potential," "predict" or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. We have based these forward- looking statements on current expectations and projections about future events. These statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, plans or prospects regarding Yellow.ai, Bluerock, the proposed transaction and the future held by the respective management teams of Yellow.ai or Bluerock, the anticipated benefits and the anticipated timing of the proposed transaction, and the expected future performance and market opportunities of Yellow.ai and the expected financial impacts of the proposed transaction (including future revenue, pro forma enterprise value and cash balance). These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions, many of which are beyond the control of Yellow.ai and Bluerock. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied. Additional information concerning these and other factors may be found in filings with the U.S. Securities and Exchange Commission. Undue reliance should not be placed upon these statements. Additional Information About the Proposed Transaction and Where to Find It The proposed transaction will be submitted to shareholders of Bluerock for their consideration. Bluerock intends to file a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC"), which will include a proxy statement/consent solicitation statement to be distributed to Bluerock's shareholders in connection with Bluerock's solicitation for proxies for the vote by Bluerock's shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents will be mailed to Bluerock and Yellow.ai shareholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, Bluerock's shareholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus/consent solicitation statement and other documents filed with the SEC, as they will contain important information. Participants in the Solicitation Bluerock, Yellow.ai and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding such participants and their interests will be included in the Registration Statement, including the definitive proxy statement/prospectus when available. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Investment in any securities described herein has not been approved by the SEC or any other regulatory authority and any representation to the contrary is a criminal offense. Non-GAAP Financial Measures In addition to financial information presented in accordance with the Generally Accepted Accounting Principles established by the Financial Accounting Standards Board ("GAAP"), this presentation includes certain non-GAAP financial measures. These non-GAAP measures are presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with GAAP. These non-GAAP measures have limitations as analytical tools, and they should be considered in addition to, and not in isolation from or as a substitute for, analysis of other GAAP financial measures. No Incorporation by Reference The information contained in the third-party citations and websites referenced in this communication is not incorporated by reference into this communication. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of Yellow.ai, Bluerock, and other companies, each of which are the property of their respective owners. All third-party brand names and logos appearing in this presentation are trademarks or registered trademarks of their respective holders. Any such appearance does not necessarily imply any endorsement of Bluerock, Yellow.ai or the proposed transaction. Risk Factors For a description of certain risks relating to Bluerock, Yellow.ai, including its business and operations, and to the proposed transaction, we refer you to "Risk Factors" at the end of this presentation. Use of Data Information in this presentation is based on data and analyses from various sources as of August 2026, unless otherwise indicated. References in this presentation to "$" are to the lawful currency of the United States. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. These estimates and other statistical data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and other statistical data. We have not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, we cannot guarantee their accuracy or completeness. In addition, expectations, assumptions, estimates and projections of the future performance of relevant markets in which Yellow.ai operates are necessarily subject to a high degree of uncertainty and risk.
Yellow.ai is Focused on Transforming the Customer Service Industry through an AI Platform-led Roll-up of the Sector 3
4 Only 14% of Customer Service Issues are Fully Resolved in Self-Service1 Agentic AI is expected to Autonomously Resolve 80% of Common Customer Service Issues without Human Intervention by 20292 1. Market data sourced from Gartner Research (https://www.gartner.com/en/newsroom/press-releases/2024-08-19-gartner-survey-finds-only-14-percent-of-customer-service-issues-are-fully-resolved-in-self-service, August 2024). 2. Market data sourced from Gartner Research (https://www.gartner.com/en/newsroom/press-releases/2025-03-05-gartner-predicts-agentic-ai-will-autonomously-resolve-80-percent-of-common-customer-service-issues-without- human-intervention-by-20290, March 2025). 3. Market data sourced from Precedence Research (https://www.precedenceresearch.com/business-process-outsourcing-market, January 2026). Business Process Outsourcing (BPO) is a $384B Market3
AI Agents are Disrupting the $384B BPO Market 1 MARKET OPPORTUNITY 5 1. Projected market data sourced from Precedence research (https://www.precedenceresearch.com/business-process-outsourcing-market, January 2026; https://www.precedenceresearch.com/ai-agents-market, July 2026). Robust Expected Market Growth 2026 – 20351 Global Business Process Outsourcing (BPO) Market $384B Global BPO 2026 ~10% CAGR $906B Global BPO 2035 $12B AI Agents ~43% CAGR $295B AI Agents 2035 2026 Global BPO ~10% CAGR AI Agents ~43% CAGR ~4x faster growth Yellow.ai is purpose-built for this disruption
AI is Driving the Autonomous Work Revolution MARKET OPPORTUNITY 6 Tailwinds Driving Customer service leads all deployment categories for AI agents right now2 Customer service is second most AI- exposed occupation economy-wide, as per Anthropic's 2026 study4 Current cost gap between human agents and agentic AI per call1 Customer service projected to be handled by agentic AI in 20283 ~7x #1 70%+ Second Most 1. Gartner, Benchmarks to Assess Your Customer Service Costs (gartner.com/en/documents/5164231, February 2024): $13.50 assisted vs. $1.84 self-service cost per contact. 2. Market data sourced from Precedence Research (https://www.precedenceresearch.com/business-process-outsourcing-market, January 2026). 3. Market data sourced from Cisco projections (https://www.apizee.com/customer-service-trends.php, August 2025). 4. Market data sourced from Anthropic (https://www.anthropic.com/research/labor-market-impacts, March 2026).
The Window is Open: Three Forces Aligning WHY NOW 7 Acquisitions via the Yellow.ai Platform Leading AI Technology Strong Enterprise Customer Demand Acquisition Opportunity BPOs under pressure: Replace legacy human- based offerings / products Leading AI Technology Nexus multi-LLM architecture eliminates provider lock-in. 35+ channels, 135+ languages Strong Enterprise Demand Adoption among 650+ clients across 85+ countries
8 You May Have Already Talked To Us Across telecom, retail, healthcare, and beyond – Yellow.ai powers the AI agents that millions interact with every day 16B Conversations a Year on the Yellow.ai Platform Source: Company website (https://yellow.ai/about-us/).
Robust Scale and Traction, by the Numbers WHY YELLOW.AI WINS 9 650+ Global Customers 16B+ Annual Conversations 135+ Languages 85+ Countries 100+ Integrations 150+ Pre-built Templates 9+ Industries Served 35+ Channels Source: Company website (https://yellow.ai/blog/why-yellow-ai/).
*A halo indicates above-average customer feedback. A double halo indicates that the vendor is a Customer Favorite. Source: The Forrester Wave : Conversational AI Platforms for Customer Service, Q2 2026 (Forrester Research, Inc.) from https://reprint.forrester.com/reports/the-forrester-wavetm-conversational-ai-platforms-for-customer-service-92699048/index.html. Note: Forrester does not endorse any company, product, brand, or service included in its research publications and does not advise any person to select the products or services of any company or brand based on the ratings included in such publications. Information is based on the best available resources. Opinions reflect judgment at the time and are subject to change. This report is part of a broader collection of Forrester resources, including interactive models, frameworks, tools, data, and access to analyst guidance. For more information, read about Forrester's objectivity here. Yellow.ai Recognized as a Strong Performer in the Forrester Wave PEER LANDSCAPE 10 Reading the chart: Conversational AI Platforms for Customer Service, Q2 2026 Received 4th Highest Score in the Current Offering Category. According to Forrester Wave: • Yellow.ai provides above-par support for a range of developers with a mix of low-code/no-code and pro-code tools that enable teams to collaboratively build customer-facing bots • Yellow.ai's Nexus AI assistant supports application creation and testing and can identify applications to build based on usage and generate synthetic data for testing purposes • Customers laud Yellow.ai's deployment services and how quickly they generate value • Yellow.ai is a good fit for organizations that are looking for fast time to value and want to empower noncoders to build out customer self- service applications
11 Everyday Moments, Powered for Enterprises by Yellow.ai AI for Everyday Commerce AI for Everyday Services AI for Work Retail Grocery Online shopping Tech support Banking Municipal services Human Resources Procurement Operations Source: Company website (https://yellow.ai/about-us/).
Backed By Blue Chip Strategics & Marquee Investors INSTITUTIONAL SUPPORT 12 $103M Capital raised to date Key Investors
Source: Company website (https://yellow.ai/blog/why-yellow-ai/). Yellow.ai's Evolution with Agentic AI: Listen, Reason, Act & Respond OUR EVOLUTION 2016-18 Chatbots (NLP/ML Rule- Based) Businesses needed basic automation to handle FAQs and reduce agent workload 2018-20 Wide Channel Reach (WA, Social Media) Customers demanded multi- channel support, driving chatbot expansion beyond websites 2020-22 Voice Channel, Proactive Engagements, No-Code Rising adoption of voice interactions required smarter, proactive, and easy-to-deploy AI solutions 2022-26 Generative AI, Agent Assists, Agentic RAG, VoiceX Businesses needed more intelligent, adaptive AI to improve customer experience and agent efficiency 2026+ Nexus Agentic AI Platform, Nexus VOX Platform for Voice CoPilot, Explainable AI The future demands autonomous AI that can think, learn, and act 13
OUR STORY We are Engineers, Technologists & Business Builders ENGINEERS FROM TECHNOLOGISTS FROM BUSINESS BUILDERS & INVESTORS FROM One Winning Management Team Built to disrupt customer service with AI 14
Engineer-Led. Technology Driven. AI Native. KEY MANAGEMENT Michael Flodin CX Advisor Daniel Akre CX Advisor Varun Vijayagha CRO – APAC Vasudev Chatti CCO Raghu Ravinutala CEO Jaya Kishore Reddy CPO Rashid Khan CMO & Head of IR Institutional Pedigree Madhav Chinta CTO Kaushik Bhaskar CEO – AI Services Nand Sharma President & Group CFO Michael Shulman North America – GTM 15 Vel Kaniappan CFO – Yellow.ai Platform
Source: Company website (https://yellow.ai/platform/enterprise-grade-security/). The AI Engine: Autonomous Business & Services BUSINESS MODEL 16 Security & Guardrails Enterprise Security Data Privacy Compliance Content Moderation Context Aware Multilingual Multimodal Multi-Agent Healthcare Retail Media Real Estate Banking HR & ITMS Enterprise Grade Agents Integrations 100+ Integrations Channels Hyper-Personalized Campaigns AI Agents AI Co-Pilot For debugging AI Agent Builder Dynamic conversations Agentic RAG Multi-model Agent Marketplace Templates Agentic CRM User 360 Agent Assist AI powered Human Helpdesk Escalation Assist Analyze Quantitative Analytics Qualitative Insights Self-Learning KB / Flow Custom Dashboards Voice AI Features Emotion AI Intelligent Interruption Human-Like Conversation Email Facebook Instagram Mobile App SMS Teams Voice Web Chat WhatsApp Multi-LLM Agentic AI Architecture
Source: Company website (https://yellow.ai/blog/why-yellow-ai/). Global Customers Validate Enterprise AI Platform TRUSTED BY GLOBAL ENTERPRISES 17 Select Customers Select Partners Embedded with the world's leading platforms & integrators Serving top brands globally (Through HCL) Manufacturing, Energy & Utility Retail and E- Commerce ICT Services Healthcare Comms, Media & Telecom FMCG, CPG & QSR Banking & Insurance Automobile & Aviation
Trusted By Enterprises. Recognized By Analysts. EXTERNAL VALIDATION " The experience with Yellow.ai has been very positive. From the start the team worked hard to understand our needs and continue to iterate to ensure that we're able to deliver a solid experience to our customers. The application is straightforward to use. It is constantly being updated which has given us additional features we didn't expect. Director, Healthcare & Biotech Firm " Yellow.ai has helped us accelerate our AI automation journey for some of the most important use cases. Our After-Hours voicebot deployment with Yellow.ai has been very successful. Offering reliable customer support, the voice AI agent answers customers succinctly. Automation of routine queries has helped us save millions of dollars over the past year with high customer satisfaction. Doug Mooneyham, Director of Operations Applications at Waste Connections Yellow.ai recognized as a Strong Performer in the Forrester Wave (2026) With Yellow.ai, we moved from endless delays to delivering real results. In just six weeks, we launched a fully functioning AI-powered chat that now automates more than 70% of customer interactions. Our clients are thrilled, our costs are down, and our agents get to focus on the conversations that matter most. It's truly transformed how we deliver customer service. Jeff Kramp, Chief AI Officer at VIPDesk " Industry Analyst Coverage Other Analyst Coverage 18 Source: The Forrester Wave : Conversational AI Platforms for Customer Service, Q2 2026 (Forrester Research, Inc.) from https://reprint.forrester.com/reports/the-forrester-wavetm-conversational-ai-platforms-for- customer-service-92699048/index.html. Vendor positions are approximate.
19 3 Growth Pillars Business Process Outsourcing (BPO) Roll-Up Acquiring and AI-transforming contact centers Product & Revenue Expansion Enhancing value within existing customer base Enterprise Logo Growth Winning new large accounts ORGAN I C INORG A N I C BPOs are under pressure to deploy AI — we plan to acquire them and transform them using our platform
Source: Company website (https://yellow.ai/case-study/waste-connections-voice-ai-transforms-customer-support/ https://yellow.ai/case-study/, https://yellow.ai/case-study/inteletravel-chat-voice-support-scaling-with- yellow-ai/, https://yellow.ai/case-study/lion-parcel/, https://yellow.ai/case-study/how-vipdesk-achieved-more-than-70-automation-while-preserving-human-touch). Sticky by Nature. Scalable by Design. COMPETITIVE MOAT & CUSTOMER ECONOMICS ROI for Customers Significant "Land & Expand" Leads to Revenue Growth 75%+ Avg Deflection Rate 40%+ CX Cost Reduction 40%+ CSAT Improvement 3× Customer ACV growth $474K $3,467K Starting ARR Current ARR Customer 3 (Retailer) ~7x Expansion $96K $1,307K Starting ARR Current ARR Customer 1 (Insurance) $30K $812K Starting ARR Current ARR Customer 2 ~27x Expansion ~14x Expansion 20
Acquisition Flywheel for AI Integration GROWTH LEVER · BPO ROLL-UP OPPORTUNITY 21 Acquire contact centers (BPOs) Deploy Yellow.ai platform & technology stack Value Creation Acquisition Deployment Integration Expand Margins & Growth 1 2 3 4 An illustrative playbook to acquire, deploy technology, integrate, and drive potential margin expansion Transition from human agent to outcome- based model; AI-native operations Drive margin expansion & accelerate revenue growth
Value Creation During a BPO Transformation GROWTH LEVER · BPO ROLL-UP OPPORTUNITY 22 Valuation Creation via Margin Expansion What We Buy Low Gross Margin Low EBITDA Margin What They Could Become High Gross Margin High EBITDA Margin Per-FTE labor Recurring per- resolution SaaS Strategic Moat: Platform Lock-in via Integrations and Data ILLUSTRATIVE VALUE TRANSFORMATION POWERED BY THE YELLOW.AI PLATFORM
1. Estimated revenue per target company management materials. 2. Market data sourced from 451 Research as of 7/28/26. Select transactions include $5-$200M acquisitions in the BPO segment since January 2017, with disclosed revenue multiples. An Active Pipeline. Selective Execution. GROWTH LEVER · BPO ROLL-UP OPPORTUNITY INITIAL TARGET PROFILE (ILLUSTRATIVE) Est. Revenue Band $10M – $100M Est. EBITDA Margin 5% – 15% CUSTOMERS Fortune 500 VERTICALS Healthcare, BFSI, Retail, Telecom GEOGRAPHIES US, India, APAC, Middle East TECH POSTURE Cloud-ready ACTIVE TARGET PIPELINE TARGET COUNTRY FOCUS AREAS REVENUE1 Target 1 US BPO, CX, EX $85M Target 2 US BPO, CX, EX $75M Target 3 US AI Platform $10M Target 4 UK BPO, CX $25M Target 5 US BPO, CX $30M Target 6 India CX $5M Target 7 India BPO, CX $20M Target 8 India BPO $20M Target 9 India BPO $25M Target 10 India BPO $20M 23 Yellow.ai is well positioned to roll-up call centers given local expertise and boots on the ground in traditional contact center regions Est. Market Valuation2 0.3x – 1.3x
Note: Fiscal year ends January 31. Revenue figures are shown in U.S. dollars in millions. "A" denotes historical actual results and does not indicate that such results have been audited. FY22 and FY23 financial information is unaudited and was not subject to a PCAOB audit. FY24, FY25 and FY26 financial information is unaudited, remains subject to completion of the Company's PCAOB audit, and may change as audit procedures are completed. 1. FY27E represents management's projection as of June 2026, based on assumptions that management believes to be reasonable, including contracted backlog and probability-weighted sales pipeline; actual results may differ materially. EBITDA is a non-GAAP financial measure. EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization. These measures should not be considered in isolation or as substitutes for net income (loss) or other measures prepared in accordance with GAAP. Scaling Revenue, Path to Expected EBITDA Positive FINANCIAL HIGHLIGHTS $11.6 $21.7 $27.8 $34.4 $34.8 $37.3 FY22A FY23A FY24A FY25A FY26A FY27E Key Highlights 3.0x Strong historical revenue growth FY22A →FY26A Expected to be EBITDA positive in FY27E1 24 Product & revenue expansion via growth within existing customer base ✓ Driving new enterprise clients onto Yellow.ai platform through targeted sales & marketing investment ✓ Key Management Assumptions & Drivers Management Forecast Margin improvement driven by AI efficiencies streamlining operating expenses ✓ Fiscal Year ends Jan 31st (i.e., FY26A = Feb-25 to Jan-26)
Opportunity to Unlock AI-First Enterprise Value KEY INVESTMENT HIGHLIGHTS Agentic AI Leader at Production Scale 8+ years deployed. 16B+ conversations annually across 650+ enterprise clients, 85+ countries, 135+ languages Platform for Strategic Acquisitions Acquisitions powered by the Yellow.ai platform Defensible Product Moats Multi-LLM architecture, 100+ enterprise integrations and 113% net retention ratio on agentic AI revenue2 Proven, Measurable Customer Outcomes Trusted by top global brands; 75% automation; 40%+ CSAT improvement; 40%+ CX cost reduction Massive, Fast-Forming Market $906B BPO market by 2035E, with the AI Agent market projected to reach ~$295B, growing at a ~43% CAGR from 2026-2035E1 Inflecting Financial Profile Strong historical revenue growth with $35M for last fiscal year and management estimates projected positive EBITDA at end of fiscal year3 25 1. Projected market data sourced from Precedence Research (https://www.precedenceresearch.com/business-process-outsourcing-market, January 2026; https://www.precedenceresearch.com/ai-agents-market, July 2026). 2. Agentic AI NRR measures net ARR growth from the cohort of customers onboarded on or after November 30, 2022 (the launch of ChatGPT), through January 31, 2026. It is calculated by dividing the cohort's aggregate ARR at the end of the measurement period, including expansion and net of contraction and churn, by the cohort's initial ARR at onboarding. 3. The Company's fiscal year ends January 31.The financial information is unaudited, remains subject to completion of the Company's PCAOB audit, and may change as audit procedures are completed. EBITDA is a non- GAAP financial measure. EBITDA is defined as net income (loss) before interest expense, income taxes, depreciation and amortization. These measures should not be considered in isolation or as substitutes for net income (loss), or other measures prepared in accordance with GAAP. FY27E represents management's projection as of July 2026, based on assumptions that management believes to be reasonable, including contracted backlog and probability-weighted sales pipeline; actual results may differ materially.
26 Transaction Overview
24-year investment track record $20B in total transactions 2 publicly listed vehicles currently with $4B+ in assets 3 5 successful public listings 2 BLUEROCK PLATFORM EXPERTISE1 ✓ ✓ ✓ ✓ Bluerock offers value creation capabilities: o Successful track record of accessing the public and private markets o Significant experience managing and growing publicly traded companies o Deep Public M&A and roll-up strategy experience Bluerock Capital Markets acting as a Capital Markets Advisor 1. Representing experience of Bluerock and members of Bluerock Acquisition Corp. management team. 2. Represents the initial public offerings of New World Coffee (NWCI, 1996), Bluerock Residential Growth REIT (BRG, 2014), and Bluerock Acquisition Corp. (Bluerock, 2025); and the listings of Bluerock Private Real Estate Fund (BPRE, 2025) via a direct listing, and Bluerock Homes Trust (BHM, 2022), via a spin-off from Bluerock Residential Growth REIT. 3. Represents the combined net assets of Bluerock Homes Trust (BHM) and Bluerock Private Real Estate Fund (BPRE) as of 3/31/26. BLUEROCK & YELLOW.AI PARTNERSHIP 27 Yellow.ai to Go Public in Partnership with Bluerock Acquisition Corp. (NASDAQ: BLRK) PARTNERSHIP OVERVIEW
10.5x 8.3x 15.5x 21.9x Discounted Entry Point, Robust Capital Activity VALUATION IPO / DeSPAC (T + 1) Market Cap Current Market Cap Total Capital Raised Since IPO: ~$850M Total Capital Raised Since IPO: ~$810M Total Capital Raised Since IPO: ~$620M ($ in millions) Note: Yellow.ai fiscal year ends on January 31st. Public company multiples are based on CY25 Revenue. Yellow.ai's multiple is based on EV of $365.3M and FY26A revenue of $34.8M ("A" denotes historical actual results and does not indicate that such results have been audited). 1. AlphaSense, FactSet, and S&P Capital IQ as of 7/30/26. PEER MARKET CAPITALIZATIONS1 PEER EV/REVENUE MULTIPLES1 28 Peer Comps Mean: 15.2x $1,012 $2,840 FD Market Cap at IPO Current FD Market Cap $1,095 $1,397 FD Market Cap at IPO Current FD Market Cap $1,412 $980 FD Market Cap at IPO Current FD Market Cap
Key Transaction Metrics TRANSACTION SUMMARY Transaction Highlights Total Sources ($M) $300.0 Yellow.ai Rollover Equity 175.0 SPAC Trust (4) 28.8 PIPE Proceeds (1) $503.8 Total Sources Sources & Uses (2) Total Uses ($M) $300.0 Equity to Yellow.ai 196.3 Cash to Balance Sheet 7.5 Est. Transaction Expenses $503.8 Total Uses $10.00 Share Price 55.4M Pro forma share count (3) $553.5 Implied pro forma Equity Value ($188.2) ( - ) Pro forma Cash on Balance Sheet (5) $365.3 Implied Pro Forma Enterprise Value • Yellow.ai is valued at $300M pre - money equity value • The combined company has secured ~$30M of committed PIPE financing (1) • SPAC Trust + PIPE proceeds provide estimated dry powder of $195M+, net of transaction expenses, to invest in organic and inorganic growth strategies • 17.5M Yellow.ai management milestone incentive plan shares: 10.0M tied to Year 1 - 3 revenue milestones ($45M/$55M/$65M) and 7.5M tied to a $12.00 share price milestone (20/30 trading days within 5 years) Illustrative Ownership at Close ($M, except per share values) (2) 1 Note: Excludes the impact of public and private warrants. Assumes no SPAC public shareholder elect to redeem their shares. 1. Includes $25M convertible note financing (gross of 5% OID) and $5M unit PIPE financing (consists of 1 common share and 1 warr ant , with a strike price of $11.50) . 2. Does not include the Yellow.ai management milestone incentive plan shares (subject to performance and stock price metrics) an d 0 .75M SPAC sponsor shares subject to additional unit PIPE financing. 3. Includes 17.25M SPAC public shares, 30.0M Yellow.ai shares, 4.0M sponsor & director shares, 4.1M PIPE shares (2.5M shares und erl ying the convertible note converted at a $10.00 conversion price + 0.75M commitment shares issued to the convertible note shareholders + 0.75M shares issued to Unit PIPE financing shareholders + 0.1M advisory sha res issued to Bluerock Capital Markets, LLC). 4. Reflects $172.5M IPO proceeds plus estimated interest earned on SPAC trust account. 5. Reflects $28.8M PIPE proceeds (net of 5% OID), $175.0M SPAC trust proceeds, payment of $7.5M of estimated transaction expense s, and includes provision for $8.0M paydown of Yellow.ai’s estimated net debt at closing. 54.2% 31.2% 7.4% 7.2% Yellow.ai Shareholders BLRK Shareholders PIPE Shareholders SPAC Sponsor Shareholders
30 Additional Information
Source: Company website (https://yellow.ai/blog/why-yellow-ai/). 31 CPU Multi-LLM architecture 15+ models – including OpenAI GPT, T5, Anthropic, and proprietary in-house models – dynamically selected per task for optimal output MSG Omnichannel AI Voice, chat, email, IM, and social unified in a single AI-native layer – with context that follows conversations AGT Agentic platform Multi-LLM agents with Co-Pilot-led testing. Agentic discovery eliminates cold-start by mining historical conversations Nexus VOX Low-latency, LLM-native voice stack built for natural, context-rich enterprise calls Analysis LLM-powered analysis of AI-human conversations that surfaces quality gaps, containment failures, and coaching opportunities Enterprise security & global reach SOC 2, HIPAA, GDPR compliant. AI-driven data redaction. 135+ languages for global deployment PLATFORM VALUE Built Different: The Yellow.ai Product Edge
Source: Amazon Marketplace (https://aws.amazon.com/marketplace/pp/prodview-vjr7ivjk3kwfw). Typical enterprise deployment in under ~60 days. Roughly ~90% automation within ~90 days EASY CLIENT ONBOARDING DEPLOYMENT OPTIONS CAPABILITY MULTI-TENANT SINGLE-TENANT ON-PREM Hosting Yellow.ai cloud Yellow.ai cloud Customer DC / private cloud Infra ownership Yellow.ai Yellow.ai Customer High availability ✓ ✓ Customer Observability ✓ ✓ Customer + Yellow.ai Security & compliance ✓ ✓ Customer + Yellow.ai Latest features ✓ ✓ SaaS + 6mo Gen-AI ✓ ✓ ✓ Synthetic monitoring ✓ ✓ ✓ Time to deploy FASTEST Multi-tenant + SLOWEST Pricing LOWEST Multi-tenant + HIGHEST KEY ENABLERS 100+ pre-built integrations Realize value faster, at scale Builds on existing stack Augments — never replaces — current tools to minimize disruption Custom integration framework Bridges gaps with seamless, supported connectors Clean, synchronized data flow Eliminates manual entry and reconciliation across systems 32 Enterprise Flexibility. Rapid Time-to-Value
Source: Company website (https://yellow.ai/, https://yellow.ai/agentic-ai-platform/, https://yellow.ai/nexus-vox/, https://yellow.ai/blog/why-yellow-ai/). Source: Company website (https://yellow.ai/, https://yellow.ai/agentic-ai- platform/, https://yellow.ai/nexus-vox/, https://yellow.ai/blog/why-yellow-ai/). AI-Native Agility, Enterprise-Grade Robustness COMPETITIVE POSITIONING Multi-LLM Orchestration Insulates against single-provider lock-in across OpenAI, Anthropic, and proprietary models. Big Tech can be constrained to its own LLMs Omnichannel Enterprise Coverage One platform across chat, voice, messaging, web, mobile — 35+ channels. Peers can lack omnichannel reach Native Gen-AI Architecture Purpose-built for agentic AI, not bolted on. 135+ languages, enterprise-grade deployment. CPaaS / CCaaS / WEM lack native Gen-AI combines all three — multi-LLM, omnichannel, native Gen-AI — at enterprise scale. WHAT EACH PEER GROUP LACKS CPaaS / CCaaS Missing native Gen-AI WEM / CRM Missing native Gen-AI Big Tech (hyperscalers) Constrained to own LLMs Chat & Voice Automation Missing omnichannel reach 33
IMPORTANT INFORMATION Yellow.ai is subject to numerous risks factors, including but not limited to the following: • Yellow.ai is an early-stage company with a history of financial losses and expects to incur significant expenses and continuing losses for the foreseeable future. • The impact of worldwide economic conditions, including the resulting effect on spending by businesses and spending on technology, may adversely affect Yellow.ai's business, operating results and financial condition. • Yellow.ai's limited operating history in a new and developing market makes it difficult to evaluate its current business and future prospects and may increase the risk that it will not be successful. • The markets for Yellow.ai's offerings are new and evolving and may develop more slowly or differently than expected. Yellow.ai's future success is dependent on the growth and expansion of these markets, its ability to adapt and respond effectively to evolving market conditions and its relationship with its business partners. • Non-performance under, termination, non-renewal or material modification of agreements with Yellow.ai's business partners could have a material adverse effect on Yellow.ai's business, financial condition and/or results of operations. • Yellow.ai's business could be harmed if it fails to manage its growth effectively. • Yellow.ai's operating and financial results forecast relies in large part upon assumptions and analyses developed by Yellow.ai. If these assumptions or analyses prove to be incorrect, Yellow.ai's actual operating results may be materially different from its forecasted results. • As a result of Yellow.ai's business model, it may not be able to accurately assess its financial position and results of operations. • As Yellow.ai and its channels and customers adopt its proprietary machine learning systems, it may be exposed to risks related to systems efficiency and disclosure and changes to the political and regulatory framework for AI technology, which can adversely affect Yellow.ai's business, financial condition and results of operations. • If Yellow.ai fails to improve and enhance the functionality, performance, reliability, design, security and scalability of its platform in a manner that responds to customers' evolving needs, its business may be adversely affected. • Yellow.ai may not be able to compete successfully against current and future competitors. • Yellow.ai may need to raise additional funds to pursue its growth strategy or continue its operations, and Yellow.ai may be unable to raise capital when needed or on acceptable terms. • Failure to effectively develop and expand Yellow.ai's marketing, sales, customer service, and content management capabilities could harm its ability to increase Yellow.ai's customer base and achieve broader market acceptance of Yellow.ai's platform. • If the availability of Yellow.ai's platform does not meet its service-level commitments to customers, Yellow.ai's current and future revenues may be negatively impacted. • Yellow.ai will have broad discretion in the use of proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return. • Yellow.ai is dependent on the continued services and performance of its senior management and other key employees, the loss of any of whom could adversely affect Yellow.ai's business, operating results and financial condition. • If Yellow.ai's software or platform contains serious errors or defects, Yellow.ai may lose revenues and market acceptance and may incur costs to defend or settle claims with its customers. • If Yellow.ai does not or cannot maintain the compatibility of its platform with third-party applications that its customers use in their businesses, Yellow.ai's revenues will decline. 34 Bluerock is subject to numerous risks factors, including but not limited to the following: • Bluerock may not be able to obtain the required shareholder approval to consummate the proposed transaction. • Bluerock Acquisition Holdings, LLC, Bluerock's sponsor (the "Sponsor"), and certain other shareholders of Bluerock have agreed to vote in favor of the proposed transaction, which may increase the likelihood that Bluerock will receive the requisite shareholder approval for the proposed transaction. • Bluerock cannot assure you that its due diligence review of Yellow.ai's business has identified all material issues or risks associated with Yellow.ai, its business, or the industry in which it operates. Additional information may later arise in connection with the preparation of the registration statement and proxy materials or after completion of the proposed transaction. If Bluerock's due diligence investigation of Yellow.ai's business was inadequate, then shareholders of the combined company following the proposed transaction could lose some or all of their investment. • The Sponsor and certain directors and officers of Bluerock have interests in the proposed transaction that are different from or are in addition to public shareholders, which may include direct or indirect ownership of Bluerock's founder shares and/or private placement warrants, each of which will lose their value if an initial business combination is not consummated. • The Sponsor and Bluerock's directors, executive officers and affiliates of Bluerock's management team may receive a positive return on their founder shares even if Bluerock's public shareholders experience a negative return on their investment after consummation of the proposed transaction. • Bluerock may be a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors. • Bluerock is an "emerging growth company" within the meaning of the Securities Act of 1933, as amended, and we believe that the combined company will qualify as an emerging growth company following the proposed Bluerock and the combined company intend to take advantage of certain exemptions from disclosure requirements available to emerging growth companies, which could make their securities laws attractive to investors and may make it more difficult to compare performance with other public companies. • If Bluerock is deemed to be an investment company under the Investment Company Act of 1940, as amended, it may be required to institute burdensome compliance requirements and its activities may be restricted, which may make it difficult to complete the proposed transaction or cause the parties to abandon their efforts to complete the proposed transaction. • In connection with the proposed transaction, the Sponsor and Bluerock's officers and directors and/or their respective affiliates may elect to purchase Class A ordinary shares from Bluerock's public shareholders, which may reduce the public float of the combined company's shares. Risk Factors
Filing Exhibits & Attachments
13 documentsPress Releases
Agreements & Contracts
- EX-10.1 SPONSOR SUPPORT AGREEMENT, DATED AS OF JULY 31, 2026, BY AND AMONG BLUEROCK ACQU 64.6 KB
- EX-10.2 COMPANY SUPPORT AGREEMENT, BY AND AMONG BLUEROCK ACQUISITION CORP., BITONIC TECH 56.0 KB
- EX-10.3 FORM OF LOCK-UP AGREEMENT 48.3 KB
- EX-10.4 FORM OF EQUITY PIPE SUBSCRIPTION AGREEMENT 217.9 KB
- EX-10.5 NOTE PIPE PURCHASE AGREEMENT, DATED JULY 31, 2026, BY AND AMONG BLUEROCK ACQUISI 1.2 MB
- EX-10.6 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 145.7 KB