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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):
September 24, 2026
BLUEROCK ACQUISITION
CORP. II
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43485 |
|
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-half of one redeemable warrant |
|
BRRKU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BRRK |
|
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 |
|
BRRKW |
|
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 x
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.
On September 28, 2026, Bluerock
Acquisition Corp. II (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 underwriter’s exercise of the
over-allotment option in full. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class
A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”),
with each Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment, beginning
30 days after the completion of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $172,500,000.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-297691) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”)
on July 24 2026, as amended (the “Registration Statement”):
| ● |
An Underwriting Agreement, dated September 24, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters (the “Representative”), a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference. |
| ● |
A Warrant Agreement, dated September 24, 2026, by and between the Company and Continental Stock Transfer & Trust company (“Continental”), as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference. |
| ● |
A Letter Agreement, dated September 24, 2026, by and among the Company, its executive officers, its directors and Bluerock Acquisition Holdings II, LLC, the Company’s sponsor (the “Sponsor”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. |
| ● |
An Investment Management Trust Agreement, dated September 24, 2026, by and between the Company and Continental, as trustee, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference. |
| ● |
A Registration Rights Agreement, dated September 24, 2026, by and among the Company, the Sponsor and the holders signatory thereto, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference. |
| ● |
A Private Placement Warrants Purchase Agreement, dated September 24, 2026, by and between the Company and the Sponsor (the “Sponsor Private Placement Warrants Purchase Agreement”), a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference. |
| ● |
A Private Placement Warrants Purchase Agreement, dated September 24, 2026, by and between the Company and the Representative (the “Representative Private Placement Warrants Purchase Agreement” and, together with the Sponsor Private Placement Warrants Purchase Agreement, the “Private Placement Warrants Purchase Agreements”), a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference. |
| ● |
An Administrative Services and Indemnification
Agreement, dated September 24, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and
is incorporated herein by reference. |
| ● | An Administrative Services Agreement, dated September 24, 2026,
by and between the Company and JBA Asset Management LLC (“JBAAM”), a copy of which is attached as Exhibit 10.7 hereto
and is incorporated herein by reference. |
The material terms of such
agreements are fully described in the Company’s final prospectus, dated September 24, 2026, as filed with the Commission on September
25, 2026 (the “Prospectus”) and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On September 28, 2026, simultaneously
with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of
an aggregate of 5,812,500 warrants (the “Private Placement Warrants”) to the Sponsor and the Representative at a purchase
price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,812,500. Of the 5,812,500 Private Placement
Warrants, the Sponsor purchased 3,862,500 Private Placement Warrants and the Representative purchased 1,950,000 Private Placement Warrants.
The Private Placement Warrants are identical to the Warrants included as part of the Units sold in the IPO, except as otherwise disclosed
in the Registration Statement. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Warrants.
The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2026, in
connection with the IPO, Christopher Bradley, Ziv Conen and Andrew Weksler were appointed to the board of directors of the Company. Each
of Christopher Bradley, Ziv Conen and Andrew Weksler are independent directors. Effective September 24, 2026, Christopher Bradley, Ziv
Conen and Andrew Weksler were appointed to the Board’s Audit Committee and Christopher Bradley and Ziv Conen were appointed to the
Board’s Compensation Committee, with Andrew Weksler and Ziv Conen serving as chair of the Audit Committee and chair of the Compensation
Committee, respectively.
Following
the appointment of Messrs. Bradley, Conen and Weksler, the Board is comprised of three classes. The term of office of the first class
of directors, Class I, consisting of Christopher Bradley and Ziv Conen, will expire at the Company’s first annual meeting of shareholders.
The term of office of the second class of directors, Class II, consisting of Andrew Weksler, will expire at the Company’s second
annual meeting of shareholders. The term of office of the third class of directors, Class III, consisting of R. Ramin Kamfar, will
expire at the Company’s third annual meeting of shareholders.
On
September 24, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement
as well as an indemnity agreement with the Company in the form previously filed as Exhibit 10.6 to the Registration Statement. In addition,
Christopher Bradley received 30,000 Class B ordinary shares of the Company, Ziv Conen received 25,000 Class B ordinary shares of the Company
and Andrew Weksler received 40,000 Class B ordinary shares of the Company as compensation for their service as directors to the Company.
On September 24, 2026,
in connection with the IPO, the Company and JBAAM, an affiliate of Andrew Weksler, entered into the Administrative Services Agreement,
pursuant to which the Company will pay JBAAM up to $7,500 per month for a maximum of twelve months for office space, secretarial and administrative
services.
Other
than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed
as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The
foregoing descriptions of the Letter Agreement, the form of indemnity agreement, and the Administrative Services Agreement do not purport
to be complete and are qualified in their entireties by reference to the Letter Agreement, the form of indemnity agreement, and
the Administrative Services Agreement, copies of which are attached as Exhibit 10.1 hereto and as Exhibit 10.6 and Exhibit 10.10 to the
Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03. Amendments to Certificate of Incorporation or Bylaws;
Change in Fiscal Year.
On
September 24, 2026, in connection with the IPO, the Company adopted its Fourth Amended and Restated Memorandum and Articles of Association
(the “Amended Articles”), effective the same day. The terms of the Amended Articles are set forth in the Registration
Statement and are incorporated herein by reference. A copy of the Amended Articles is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01. Other Events.
A
total of $173,362,500 of the net proceeds from the IPO (which amount includes up to $6,037,500 of the underwriter’s deferred commission)
($10.05 per Unit) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental,
acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to
pay its taxes and up to $100,000 of interest to pay liquidation expenses, the funds held in the trust account will not be released from
the trust account until the earliest of (i) the completion of the Company’s initial business combination or an earlier redemption
in connection with the commencement of the consummation of the initial business combination if the Company determines it is desirable
to facilitate the completion of the initial business combination, (ii) the redemption of the Class A Ordinary Shares included in the Units
sold in the IPO (the “public shares”) if the Company is unable to complete its initial business combination within
21 months from the closing of the IPO , subject to applicable law or (iii) the redemption of any of the public shares properly submitted
in connection with a shareholder vote to amend the Company’s Amended Articles (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not
consummated an initial business combination within 21 months from the closing of the IPO or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity.
On September 24, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On September 28, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement,
dated September 24, 2026, by and between the Company and the Representative. |
| 3.1 |
|
Fourth Amended and Restated
Memorandum and Articles of Association. |
| 4.1 |
|
Warrant Agreement, dated
September 24, 2026, by and between the Company and Continental, as warrant agent. |
| 10.1 |
|
Letter Agreement, dated
September 24, 2026, by and among the Company, its executive officers, its directors and the Sponsor. |
| 10.2 |
|
Investment Management Trust
Agreement, dated September 24, 2026, by and between the Company and Continental, as trustee. |
| 10.3 |
|
Registration Rights Agreement,
dated September 24, 2026, by and among the Company, the Sponsor and the Holders signatory thereto. |
| 10.4 |
|
Private Placement Warrants
Purchase Agreement, dated September 24, 2026, by and between the Company and the Sponsor. |
| 10.5 |
|
Private Placement Warrants
Purchase Agreement, dated September 24, 2026, by and between the Company and the Representative. |
| 10.6 |
|
Administrative Services
and Indemnification Agreement, dated September 24, 2026, by and between the Company and the Sponsor. |
| 10.7 |
|
Administrative Services Agreement, dated September 24, 2026, by and between the Company and JBAAM. |
| 99.1 |
|
Press Release, dated September
24, 2026. |
| 99.2 |
|
Press Release, dated September
28, 2026. |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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. II |
| |
|
|
| |
By: |
/s/ Harrison Seideman |
| |
|
Name: |
Harrison Seideman |
| |
|
Title: |
President and Chief Operating Officer |
| |
|
|
| Dated: September 29, 2026 |
|
|
Exhibit
99.1
Bluerock
Acquisition Corp. II Announces Pricing of $150 Million Initial Public Offering
September 24,
2026 / Bluerock Acquisition Corp. II Press Release
NEW
YORK, NY (September 24, 2026) - Bluerock Acquisition Corp. II (the “Company”) today announced the pricing of its initial
public offering of 15,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Global Market “Nasdaq”)
and are expected to trade under the ticker symbol “BRRKU” beginning on September 25, 2026. Each unit consists of one Class A
ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share
at a price of $11.50 per share, subject to certain adjustments. Only whole warrants will be exercisable. Once the securities comprising
the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols
“BRRK” and “BRRKW,” respectively. The offering is expected to close on September 28, 2026.
Bluerock
Acquisition Corp. II 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. The Company may pursue an initial business
combination in any business or industry.
BTIG,
LLC is acting as the sole book-running manager for the offering. The Company has granted the underwriters a 45-day option to purchase
up to an additional 2,250,000 units at the initial public offering price to cover over- allotments, if any.
A
registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the
“SEC”) on September 24, 2026. This press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The
offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from BTIG, LLC, 65 East
55th Street, New York, NY 10022, by email at: ProspectusDelivery@btig.com, or by visiting the SEC’s website at www.sec.gov.
FORWARD-LOOKING
STATEMENTS
This
press release contains statements that constitute “forward-looking statements,” including with respect to the proposed
initial public offering and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering
discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as
indicated, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section
of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with
the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as required by law.
INVESTOR
CONTACT
Harrison
Seideman
spac@bluerock.com
MEDIA
CONTACT
Carly
Hampton
champton@bluerock.com
Exhibit 99.2
Bluerock Acquisition Corp.
II Announces Closing of $172.5 Million Initial Public Offering Including Exercise of Underwriter’s Over-Allotment Option in Full
NEWS PROVIDED BY
| Bluerock Acquisition Corp. II |
 |
Sep 28, 2026, 13:36 ET
NEW
YORK, Sept. 28, 2026 /PRNewswire/ -- Bluerock Acquisition Corp. II (Nasdaq: BRRKU) (the “Company”) today announced
the closing of its initial public offering of 17,250,000 units, which includes 2,250,000 units issued pursuant to the exercise by the
underwriter of its over-allotment option in full, at a public offering price of $10.00 per unit. Each unit consists of one Class A ordinary
share and one-half of one redeemable warrant, with each whole warrant exercisable to purchase one Class A ordinary share at a price of
$11.50 per share.
The units are listed on The Nasdaq Global Market (“Nasdaq”)
and commenced trading under the ticker symbol “BRRKU” on September 25, 2026. Once the securities comprising the units begin
separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “BRRK” and
“BRRKW,” respectively.
Concurrently
with the closing of the initial public offering, the Company closed on a private placement of 5,812,500 warrants at a price of $1.00
per warrant, resulting in gross proceeds of $5,812,500. Bluerock Acquisition Holdings II, LLC, the Company’s sponsor, purchased 3,862,500
of the private placement warrants and BTIG, LLC purchased 1,950,000 of the private placement warrants. Each private placement warrant
is exercisable to purchase one Class A ordinary share at $11.50 per share. Of the proceeds received from the consummation of the initial
public offering and a simultaneous private placement of warrants, $173,362,500 (or $10.05 per unit sold in the public offering) was placed
in trust.

Bluerock Acquisition Corp. II 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. The Company may pursue an initial business combination in any
business or industry.
“With
the successful pricing of Bluerock Acquisition Corp. II, our second SPAC vehicle, we believe we offer a compelling value proposition
to prospective companies considering a path to the public markets,” said Harrison Seideman, President and Chief Operating
Officer of Bluerock Acquisition Corp. II. “Building on the platform we established with our first vehicle, we intend to focus
our sourcing efforts on companies at an inflection point in their growth trajectory seeking a strategic capital
partner.”
BTIG, LLC acted as the sole book-running manager for the offering.
A registration statement relating to these securities was
declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 24, 2026. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The
offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from BTIG, LLC, 65
East 55th Street, New York, NY 10022, by email at: ProspectusDelivery@btig.com, or by visiting the SEC’s website at www.sec.gov.
Cautionary Note Concerning Forward-Looking Statements
This press release contains
statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial
business combination and the anticipated use of the net proceeds of the initial public offering and simultaneous private placement.
No assurance can be given that the net proceeds of the
offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the
initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by
law.
Contacts
Investor Contact:
Harrison Seideman
spac@bluerock.com
Media Contact:
Carly Hampton
CHampton@bluerock.com
SOURCE Bluerock Acquisition Corp. II