Bluerock Acquisition Corp. II

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 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.