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Bluerock Acquisition Corp. II sponsor holds 5.97M shares

The Class B shares are convertible into Class A shares, with up to 790,541 subject to forfeiture depending on exercise of the underwriter’s over-allotment option.

(High)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Bluerock Acquisition Corp. II (BRRKU) has a reported Class B ordinary share position of 5,965,811 shares held of record by Bluerock Acquisition Holdings II, LLC. Ramin Kamfar, a director and the CEO and Chairman, controls the Sponsor’s managing member and has voting and investment discretion over the securities. The Class B shares are convertible into Class A ordinary shares and have no expiration date; up to 790,541 Class B shares are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised.

Insights

Analyzing...

Insider Bluerock Acquisition Holdings II, LLC, KAMFAR RAMIN
Role Director, 10% Owner | CEO and Chairman
Type Security Shares Price Value
holding Class B Ordinary Shares F1, F2 -- -- --
Holdings After Transaction: Class B Ordinary Shares — 5,965,811 contracts (Direct)
Footnotes (2)
  1. F1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-297691) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 790,541Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriter's over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
  2. F2. Bluerock Acquisition Holdings II, LLC (the "Sponsor") is the record holder of the securities reported herein. BEH SPAC Holdings, LLC ("BEH Holdings") is the managing member of the Sponsor. Ramin Kamfar controls BEH Holdings and has voting and investment discretion with respect to the securities held of record by the Sponsor.
Class B ordinary shares held of record 5,965,811 shares Held of record by Bluerock Acquisition Holdings II, LLC
Class B shares subject to forfeiture Up to 790,541 shares Depending on the extent to which the underwriter’s over-allotment option is exercised
Underlying Class A ordinary shares 5,965,811 shares Class B ordinary shares are convertible into Class A ordinary shares
over-allotment option financial
"the underwriter's over-allotment option is exercised"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
forfeiture financial
"subject to forfeiture to the Issuer"
voting and investment discretion regulatory
"has voting and investment discretion with respect to the securities"
record holder technical
"is the record holder of the securities reported herein"
A record holder is the person or institution officially listed in a company’s books as the owner of shares, bonds or other securities on a specific date. Think of it like the name on the registration of a car: being the record holder determines who is eligible for dividends, voting at meetings, or other shareholder rights. Investors care because actions tied to a set date apply only to those recorded as owners.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BRRKU Class B shares are reported?

Bluerock Acquisition Holdings II, LLC is the record holder of 5,965,811 Class B ordinary shares. Ramin Kamfar controls the Sponsor’s managing member and has voting and investment discretion over the securities. Up to 790,541 of the Class B shares are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Bluerock Acquisition Holdings II, LLC

(Last)(First)(Middle)
C/O BLUEROCK ACQUISITION CORP. II
919 THIRD AVENUE

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2026
3. Issuer Name and Ticker or Trading Symbol
Bluerock Acquisition Corp. II [ BRRK ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares (1) (1)Class A Ordinary Shares5,965,811(1)D(2)
1. Name and Address of Reporting Person*
Bluerock Acquisition Holdings II, LLC

(Last)(First)(Middle)
C/O BLUEROCK ACQUISITION CORP. II
919 THIRD AVENUE

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
KAMFAR RAMIN

(Last)(First)(Middle)
C/O BLUEROCK ACQUISITION CORP. II
919 THIRD AVENUE

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO and Chairman
Explanation of Responses:
1. The Class B ordinary shares are convertible for the Issuer's Class A ordinary shares as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-297691) (the "Registration Statement") and have no expiration date. The Class B ordinary shares beneficially owned by the Reporting Persons include up to 790,541Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriter's over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.
2. Bluerock Acquisition Holdings II, LLC (the "Sponsor") is the record holder of the securities reported herein. BEH SPAC Holdings, LLC ("BEH Holdings") is the managing member of the Sponsor. Ramin Kamfar controls BEH Holdings and has voting and investment discretion with respect to the securities held of record by the Sponsor.
Remarks:
See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney.
/s/ Tomisin Ogunsanya, Attorney-in-Fact for Bluerock Acquisition Holdings II, LLC09/24/2026
/s/ Tomisin Ogunsanya, Attorney-in-Fact for Ramin Kamfar09/24/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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