Business Description

We are a blank check company incorporated on July 11, 2025 as a Cayman Islands exempted company 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 “Business Combination”). We have 24 months from the closing of our initial public offering (“IPO” or “Initial Public Offering”), or until such earlier liquidation date as our board of directors may approve (the “Completion Window”), to complete our initial Business Combination. We have reviewed, and continue to review, a number of opportunities to enter into a Business Combination, but we are not able to determine at this time whether we will complete a Business Combination with any of the target businesses that we have reviewed or with any other target business. We may pursue an initial Business Combination in any business or industry. We also have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because we have no operations and nominal assets consisting almost entirely of cash. The registration statement for our IPO was declared effective on December 10, 2025. On December 12, 2025, we consummated the IPO of 17,250,000 units (the “Units” and, with respect to the Class A Ordinary Shares included in the Units being offered, the “Public Shares” or “Class A Ordinary Shares”), which included the exercise by the underwriters of their over-allotment option in full in the amount of 2,250,000 Units, at $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable warrant of the Company (the “Public Warrants”), with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at $11.50 per share. Simultaneously with the closing of our IPO, we consummated the sale of an aggregate of 4,500,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s Sponsor, Bluerock Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters of the IPO, generating gross proceeds of $4,500,000. Of those 4,500,000 Private Placement Warrants, the Sponsor purchased 3,000,000 Private Placement Warrants and Cantor purchased 1,500,000 Private Placement Warrants. Prior to the consummation of the IPO, on July 23, 2025, our Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in exchange for issuance of 7,666,667 Class B Ordinary Shares (the “Founder Shares”). On November 6, 2025, our Sponsor surrendered 1,916,667 Founder Shares to us for no consideration. In November 2025, our Sponsor transferred an aggregate of 60,000 Founder Shares to certain of our independent directors, resulting in our Sponsor holding 5,690,000 Founder Shares. On December 12, 2025, the underwriters exercised their over-allotment option in full and forfeited the unexercised balance. On January 23, 2026, our Sponsor transferred 35,000 Founder Shares to an independent director, resulting in our Sponsor holding 5,655,000 Founder Shares and our initial shareholders holding an aggregate of 5,750,000 Founder Shares. 1 Following the closing of the IPO, on December 12, 2025, an amount of $172,500,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account (the “Trust Account”) and can be held as cash or invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit accounts).…