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Ziv Conen joins Bluerock Acquisition Corp. (NASDAQ: BLRKU) board as independent director

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bluerock Acquisition Corp. reported that its board of directors appointed Ziv Conen as a Class II director, with a term expiring at the company’s second annual meeting of shareholders. The board determined that he qualifies as an independent director under applicable Nasdaq rules.

The filing highlights Mr. Conen’s background, including his role as a Partner at New Era Capital Partners since September 2021, prior experience as an Associate Partner at McKinsey & Company, and earlier service in Israel’s Unit 8200, where he completed his service with the rank of Major. He holds an MBA from MIT and a B.Sc in Computer Science from the Open University of Israel.

In connection with his appointment, the company entered into an indemnity agreement with Mr. Conen, a letter agreement, and a joinder to a registration rights agreement. He will receive 35,000 Class B ordinary shares of the company from Bluerock Acquisition Holdings, LLC, the sponsor. The company states there are no other arrangements, family relationships, or related-party transactions requiring disclosure related to his appointment.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 23, 2026

 

BLUEROCK ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-43007   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

919 Third Avenue

New York, New York 10022

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 843-1601

 

Not Applicable
(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
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant   BLRKU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   BLRK   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share   BLRKW   The Nasdaq 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 23, 2026, the board of directors (the “Board”) of Bluerock Acquisition Corp. (the “Company”) appointed Ziv Conen to the Board. Mr. Conen was appointed to serve as a Class II director with a term expiring at the Company’s second annual meeting of shareholders. Mr. Conen was determined to be an “independent director” as defined in the applicable rules of The Nasdaq Stock Market.

 

Since September 2021, Mr. Conen has been a Partner at New Era Capital Partners, where he leads early-stage investments across cybersecurity, cloud infrastructure, DevOps, and AI. Between January 2016 and September 2021, Mr. Conen served as an Associate Partner at McKinsey & Company, where he led digital, technology, and advance analytics transformations across various industries. Mr. Conen’s career started in the Israeli Intelligence Corps, where he led technological, intelligence, and operational teams in Unit 8200 (the Signal Intelligence Unit). Mr. Conen finished his service as a Major. Mr. Conen received his MBA from the Massachusetts Institute of Technology (MIT) and his B.Sc in Computer Science from the Open University of Israel. We believe Mr. Conen is qualified to serve on the Board because of his vast experience in the technology industry.

 

On January 23, 2026, the Company entered into an indemnity agreement (the “Indemnity Agreement”) with Mr. Conen, pursuant to which the Company has agreed to provide contractual indemnification, in addition to the indemnification provided in the Company’s Second Amended and Restated Memorandum and Articles of Association, against liabilities that may arise by reason of his service on the Board, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified, in the form previously filed as Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-291337) for its initial public offering (the “Initial Public Offering”), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 6, 2025 (the “Registration Statement”).

 

On January 23, 2026, Mr. Conen entered into a letter agreement with the Company (the “Letter Agreement”) substantially similar to the letter agreement signed by the Company's directors and officers and the Sponsor (as defined below) at the Initial Public Offering.

 

On January 23, 2026, Mr. Conen entered into a joinder to the registration rights agreement, dated December 10, 2025, entered into by and among the Company, Bluerock Acquisition Holdings, LLC (the “Sponsor”) and the holders signatory thereto in connection with the Company’s Initial Public Offering (the “Registration Rights Agreement”).

 

In connection with his appointment as a director of the Company, Mr. Conen will receive 35,000 Class B ordinary shares of the Company from the Sponsor.

 

The foregoing descriptions of the Indemnity Agreement, the Letter Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entireties by reference to the form of the Indemnity Agreement, the Letter Agreement and the Registration Rights Agreement, copies of which are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated herein by reference.

 

Other than as disclosed above, there are no arrangements or understandings between Mr. Conen and any other persons pursuant to which Mr. Conen was selected as a director of the Company. There are no family relationships between Mr. Conen and any of the Company’s other directors or executive officers and Mr. Conen does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

1

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-291337), filed with the SEC on November 6, 2025).
10.2   Letter Agreement, dated January 23, 2026, by and between the Company and Ziv Conen.
10.3   Registration Rights Agreement, dated December 10, 2025, by and among the Company, the Sponsor and the Holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the SEC on December 16, 2025).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BLUEROCK ACQUISITION CORP.
       
  By: /s/ Jordan Ruddy
    Name:  Jordan Ruddy
    Title: President
       
Dated: January 23, 2026      

 

3

 

FAQ

What did Bluerock Acquisition Corp. (BLRKU) announce in this 8-K?

Bluerock Acquisition Corp. disclosed that its board appointed Ziv Conen as a Class II director, with his term expiring at the company’s second annual meeting of shareholders. The filing also describes related indemnity, letter, and registration rights arrangements tied to his board service.

Who is Ziv Conen, the new director of Bluerock Acquisition Corp. (BLRKU)?

Ziv Conen is a Partner at New Era Capital Partners, focusing on early-stage investments in cybersecurity, cloud infrastructure, DevOps, and AI. He previously served as an Associate Partner at McKinsey & Company and earlier led technological and intelligence teams in Israel’s Unit 8200, finishing his service as a Major. He holds an MBA from MIT and a B.Sc in Computer Science from the Open University of Israel.

Is the new Bluerock Acquisition Corp. (BLRKU) director considered independent?

Yes. The board of Bluerock Acquisition Corp. determined that Ziv Conen is an independent director as defined in the applicable rules of The Nasdaq Stock Market.

What compensation will Ziv Conen receive for joining the Bluerock Acquisition Corp. board?

In connection with his appointment as a director of Bluerock Acquisition Corp., Ziv Conen will receive 35,000 Class B ordinary shares of the company from Bluerock Acquisition Holdings, LLC, the sponsor.

What agreements did Bluerock Acquisition Corp. enter into with Ziv Conen?

On January 23, 2026, Bluerock Acquisition Corp. entered into an indemnity agreement with Ziv Conen, a letter agreement substantially similar to those signed at its initial public offering, and a joinder to the registration rights agreement dated December 10, 2025, among the company, its sponsor, and other holders.

Are there any related-party or family relationships disclosed for the new Bluerock (BLRKU) director?

The company states there are no arrangements or understandings other than those described for his selection as director, no family relationships between Ziv Conen and other directors or executive officers, and that he has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Bluerock Acquisition Corp

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