Bluerock Acquisition Corp. (NASDAQ: BLRKU) closes $172.5M IPO and private warrant placement

Rhea-AI Filing Summary

Bluerock Acquisition Corp. has completed its initial public offering of 17,250,000 units, including the full exercise of the underwriters’ over-allotment option. Each unit contains one Class A ordinary share and one-third of a redeemable warrant. The units were sold at $10.00 per unit, generating $172,500,000 in gross proceeds.

The company also completed a simultaneous private placement of 4,500,000 private placement warrants at $1.00 per warrant, raising an additional $4,500,000. A total of $172,500,000 from the IPO and private placement, including up to $7,350,000 of deferred underwriting commission, has been deposited into a U.S.-based trust account for the benefit of public shareholders.

Positive

• Successful IPO raising $172.5M: Bluerock Acquisition Corp. completed an IPO of 17,250,000 units at $10.00 per unit, generating $172,500,000 in gross proceeds.
• Additional sponsor and underwriter capital: A concurrent private placement of 4,500,000 warrants at $1.00 per warrant brought in a further $4,500,000.
• Capital secured in trust: A total of $172,500,000, including up to $7,350,000 of deferred underwriting commission, was deposited into a U.S.-based trust account for the benefit of public shareholders.

Negative

• None.

Insights

Capital markets and SPAC specialist

Bluerock’s SPAC IPO raises $172.5M and funds a trust structure.

Bluerock Acquisition Corp. reports completion of its SPAC IPO with 17,250,000 units sold at $10.00 per unit, including the full over-allotment. This produced gross IPO proceeds of $172,500,000. Each unit includes one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant exercisable for one share at $11.50 per share, which defines the potential future equity issuance mechanics.

Alongside the IPO, the company sold 4,500,000 Private Placement Warrants at $1.00 each to its sponsor and the underwriters’ representative, adding $4,500,000 in proceeds. The filing states that $172,500,000 from the IPO and private placement, including up to $7,350,000 of deferred underwriting commission, was placed in a U.S.-based trust account managed by Continental Stock Transfer & Trust Company. This trust structure is typical for SPACs and sets the capital base for a future business combination.

An audited balance sheet as of December 12, 2025 reflecting these proceeds is referenced as an exhibit, which will give more detail on assets, liabilities, and the trust balance at that date. Subsequent disclosures in company filings will describe any future business combination targets and how this capital is ultimately deployed.

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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): December 12, 2025

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 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 8.01. Other Events.

As previously reported, on December 12, 2025, Bluerock Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 17,250,000 units (the “Units”), including the issuance of 2,250,000 Units as a result of the underwriters’ exercise of their over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.

Also as previously reported, on December 12, 2025, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 4,500,000 warrants (the “Private Placement Warrants”) to Bluerock Acquisition Holdings, LLC (the “Sponsor”) and Cantor Fitzgerald & Co., as representative of the underwriters (the “Representative”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $4,500,000. Of the 4,500,000 Private Placement Warrants, the Sponsor purchased 3,000,000 Private Placement Warrants and the Representative purchased 1,500,000 Private Placement Warrants.

A total of $172,500,000 of the proceeds from the IPO and Private Placement, which amount includes up to $7,350,000 of the underwriters’ deferred commission, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of December 12, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		Balance Sheet as of December 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

SIGNATURE

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

	BLUEROCK ACQUISITION CORP.
	By:	/s/ Jordan B. Ruddy
		Name:	Jordan B. Ruddy
		Title:	President
Dated: December 18, 2025

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FAQ

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

Bluerock Acquisition Corp. reported that it consummated its initial public offering of 17,250,000 units, including the full over-allotment, and completed a simultaneous private placement of 4,500,000 private placement warrants.

How much capital did Bluerock Acquisition Corp. (BLRKU) raise in its IPO?

The IPO units were sold at $10.00 per unit, generating $172,500,000 in gross proceeds for Bluerock Acquisition Corp.

What are the terms of the Bluerock Acquisition Corp. (BLRKU) units and warrants?

Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

Who purchased the private placement warrants of Bluerock Acquisition Corp. (BLRKU)?

Bluerock Acquisition Holdings, LLC (the sponsor) purchased 3,000,000 private placement warrants, and Cantor Fitzgerald & Co., as representative of the underwriters, purchased 1,500,000, for a total of 4,500,000 warrants.

How much money from Bluerock Acquisition Corp.’s (BLRKU) transactions was placed in trust?

A total of $172,500,000 from the IPO and private placement, including up to $7,350,000 of deferred underwriting commission, was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company.

What financial statement did Bluerock Acquisition Corp. (BLRKU) file with this report?

The company included an audited balance sheet as of December 12, 2025 as Exhibit 99.1, reflecting the receipt of proceeds from the IPO and private placement.