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Bluerock Acquisition Corp., a Cayman Islands SPAC, reported results for the quarter ended June 30, 2026. Total assets were $176.3 million, including $175.8 million of cash and marketable securities in the trust account. Cash outside the trust was $341,068 with a working capital surplus of $318,057.
For the quarter, Bluerock recorded net income of $1.37 million, and $2.63 million for the six months, driven by $3.05 million of interest on trust investments, partially offset by $416,970 of general and administrative costs. Class A shares subject to possible redemption totaled 17,250,000 at a redemption value of $10.19 per share. The SPAC has a 24‑month completion window from the December 12, 2025 IPO to close a business combination. On July 31, 2026, it entered into a Business Combination Agreement with Yellow.ai, which includes domestication to Delaware and a merger making Yellow a wholly owned subsidiary of the renamed public company.
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.
Bluerock Acquisition Corp. reported net income of $1,260,821 for the quarter ended March 31, 2026, mainly from $1,469,573 of interest on cash and marketable securities in its Trust Account. General and administrative costs were $208,752.
Total assets were $174,895,078, including $174,208,247 held in the Trust Account and cash of $497,651 outside the trust. The SPAC had a working capital surplus of $509,650 and continues to seek a Business Combination within its 24‑month completion window.
Bluerock Acquisition Corp. Schedule 13G discloses that a group of related entities and an individual control 5,655,000 Class B Ordinary Shares convertible into Class A shares, representing 24.6% of the Class A share class calculation basis cited. The filing lists organizational relationships, private placement warrants of 4,500,000 shares exercisable at $11.50, and shares outstanding used for the percentage calculation as of March 20, 2026.
The reporting parties are Bluerock Acquisition Holdings, LLC; BEH SPAC Holdings, LLC; Bluerock Enterprise Holdings, LP; Bluerock Holdings Manager, Inc.; and Ramin Kamfar. Signatures and a joint filing agreement dated April 1, 2026 are included.
Apex Treasury Corporation, a Cayman Islands-based blank check company sponsored by Bluerock, files its annual report as a newly public SPAC. The company completed an IPO on December 12, 2025, selling 17,250,000 units at $10.00 each for gross proceeds of $172,500,000, and simultaneously sold 4,500,000 private placement warrants for $4,500,000.
IPO and private placement proceeds of $172,500,000 were placed in a trust account to fund a future business combination, with a 24‑month "Completion Window" from the IPO closing to complete a deal or redeem public shares. As of March 20, 2026, there were 23,000,000 ordinary shares outstanding, including 17,250,000 Class A public shares and 5,750,000 Class B founder shares.
The filing details SPAC mechanics and key risks, including extensive shareholder redemption rights, minimum cash and leverage considerations around any merger, sponsor conflicts and incentives, potential dilution from founder shares and warrants, and the process and consequences if no business combination is completed within the Completion Window.