Item 8.01. Other Events. As previously reported, 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 underwriters’ exercise of their over-allotment option in full.…
Filed Oct 2, 2026Accepted Oct 2, 2026, 4:20 PM EDTCIK 2098410Accession 0001104659-26-113308
We are a special purpose acquisition company incorporated on October 16, 2025 as a Cayman Islands exempted company and 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 or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We may pursue an initial business combination in any business or industry. Our goal is to identify a potential target that has strong fundamentals and the potential for high-quality growth, and to ultimately partner with it to become a successful publicly-traded business. In executing this strategy, we intend to capitalize on the resources and experience of our management team. We believe that the collective experience, capabilities, and networks of the members of our management team will provide us with a competitive advantage in identifying, evaluating, and consummating an initial business combination.
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Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
As previously reported, 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 underwriters’
exercise of their 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. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.
Also as previously reported,
on September 28, 2026, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private
Placement”) of an aggregate of 5,812,500 warrants (the “Private Placement Warrants”) to Bluerock Acquisition
Holdings II, LLC (the “Sponsor”) and BTIG, LLC, as representative of the underwriters (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.
A total of $173,362,500 of
the proceeds from the IPO and Private Placement (or $10.05 per Unit), which amount includes $6,037,500 of the underwriters’ deferred
commission, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as
of September 28, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by
the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Filed exhibits (1)
EX-99.1 (by filename) tm2626696d1_ex99-1.htm
Exhibit 99.1
BLUEROCK ACQUISITION CORP. II
Index to Financial Statement
Page
Financial Statement of Bluerock Acquisition Corp. II:
Report of Independent Registered Public Accounting Firm F-2
Balance Sheet as of September 28, 2026 F-3
Notes to Financial Statement F-4
F-1
Report
of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
of
Bluerock Acquisition Corp. II:
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Bluerock Acquisition Corp. II (the “Company”) as of September 28, 2026, and the related notes (collectively referred
to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of September 28, 2026, in conformity with accounting principles generally accepted in the United States
of America.
Basis for Opinion
The financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement b…