Business Context and Reporting Period
Company: Bluerock Acquisition Corp. (BLRK)
Reporting Period: Quarter ended September 30, 2025 (Inception: July 11, 2025)
Status: The Company is a Cayman Islands-incorporated blank check company (SPAC) formed to effect a business combination. As of the balance sheet date, the Company had not commenced operations. The Initial Public Offering (IPO) was consummated on December 12, 2025, subsequent to the reporting period.
Key Financial Metrics
| Metric | Value |
|---|---|
| Revenue | $0 (No operations commenced) |
| Net Loss | $(49,503) |
| Cash and Cash Equivalents | $249,101 |
| Total Assets | $571,665 |
| Total Liabilities | $596,168 |
| Shareholder's Deficit | $(24,503) |
| Working Capital | $(347,067) Deficit |
| Outstanding Debt (Related Party) | $300,000 (Promissory Note) |
Material Changes and Subsequent Events
The financial statements reflect the pre-IPO formation phase. Significant material events occurred subsequent to September 30, 2025, which fundamentally altered the Company's capital structure:
- Initial Public Offering: On December 12, 2025, the Company consummated an IPO of 17,250,000 Units (including full exercise of the over-allotment option) at $10.00 per Unit, generating gross proceeds of $172,500,000.
- Private Placement: Simultaneously, the Company sold 4,500,000 Private Placement Warrants for $4,500,000.
- Trust Account: $172,500,000 was deposited into a Trust Account.
- Debt Settlement: The $300,000 promissory note outstanding as of September 30, 2025, was fully settled on December 12, 2025.
- Liquidity Post-IPO: As of December 12, 2025, the Company held $879,728 in cash and had $790,828 in working capital.
Outlook, Risks, and Management Commentary
Business Combination Timeline: The Company has 24 months from the closing of the IPO (December 12, 2025) to complete a business combination. Extensions may be possible subject to shareholder approval.
Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the Trust Account (initially $10.00 per share plus interest) upon the completion of a business combination.
Risks:
- Going Concern: Prior to the IPO, the Company relied on a related-party promissory note. Management determined that post-IPO proceeds are sufficient to finance working capital needs for one year.
- Completion Risk: There is no assurance the Company will successfully complete a business combination. If not completed within the timeframe, the Company will liquidate and distribute Trust Account funds.
- Related Party Transactions: The Sponsor holds Founder Shares and Private Placement Warrants. The Sponsor has agreed to pay $20,000 per month for administrative services commencing December 10, 2025.
Investor Verification Checklist
- IPO Closing Date: Verify the December 12, 2025 closing date and the full exercise of the 2,250,000 unit over-allotment option.
- Trust Account Balance: Confirm the $172,500,000 deposit into the Trust Account and the investment terms (U.S. government treasury obligations).
- Transaction Costs: Review the $10,960,469 in total transaction costs, specifically the $7,350,000 deferred underwriting fee payable only upon a successful business combination.
- Founder Shares: Confirm the Sponsor holds 5,750,000 Class B shares (after surrender and transfer to directors) and the forfeiture conditions regarding the over-allotment option.
- Warrant Terms: Verify the exercise price of $11.50 per share for both Public and Private Placement Warrants and the redemption trigger price of $18.00.