SEC Form SCHEDULE 13G filed by Bluerock Acquisition Corp.
$BLRK
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Bluerock Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G1352R105 (CUSIP Number) |
12/10/2025
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): | G1352R105 |
| 1 | Names of Reporting Persons
Bluerock Acquisition Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,655,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The securities are held directly by Bluerock Acquisition Holdings, LLC (the "Sponsor"). BEH SPAC Holdings, LLC ("BEH") is the managing member of the Sponsor. Bluerock Enterprise Holdings, LP ("Bluerock Enterprise") is the sole member of BEH. Bluerock Holdings Manager, Inc. ("Bluerock Manager") is the general partner of Bluerock Enterprise. Ramin Kamfar controls Bluerock Manager and has voting and investment discretion with respect to the securities held of record by the Sponsor.
(2) The Sponsor owns 5,655,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer (the "Class B Ordinary Shares"), which are convertible for the Issuer's Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares"), as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-291337) (the "Registration Statement") and have no expiration date.
(3) Excludes 4,500,000 Class A Ordinary Shares issuable upon the exercise of 4,500,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 17,250,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares outstanding as of March 20, 2026, as reported on the Issuer's Annual Report on Form 10-K (the "Form 10-K"), filed with the U.S. Securities and Exchange Commission on March 20, 2026.
SCHEDULE 13G
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| CUSIP Number(s): | G1352R105 |
| 1 | Names of Reporting Persons
BEH SPAC Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,655,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The securities are held directly by the Sponsor. BEH is the managing member of the Sponsor. Bluerock Enterprise is the sole member of BEH. Bluerock Manager is the general partner of Bluerock Enterprise. Ramin Kamfar controls Bluerock Manager and has voting and investment discretion with respect to the securities held of record by the Sponsor.
(2) The Sponsor owns 5,650,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares, as described under the heading "Description of Securities--Founder Shares" in the Registration Statement and have no expiration date.
(3) Excludes 4,500,000 Class A Ordinary Shares issuable upon the exercise of 4,500,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 17,250,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares outstanding as of March 20, 2026, as reported on the Form 10-K.
SCHEDULE 13G
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| CUSIP Number(s): | G1352R105 |
| 1 | Names of Reporting Persons
Bluerock Enterprise Holdings, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,655,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The securities are held directly by the Sponsor. BEH is the managing member of the Sponsor. Bluerock Enterprise is the sole member of BEH. Bluerock Manager is the general partner of Bluerock Enterprise. Ramin Kamfar controls Bluerock Manager and has voting and investment discretion with respect to the securities held of record by the Sponsor.
(2) The Sponsor owns 5,650,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares, as described under the heading "Description of Securities--Founder Shares" in the Registration Statement and have no expiration date.
(3) Excludes 4,500,000 Class A Ordinary Shares issuable upon the exercise of 4,500,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 17,250,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares outstanding as of March 20, 2026, as reported on the Form 10-K.
SCHEDULE 13G
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| CUSIP Number(s): | G1352R105 |
| 1 | Names of Reporting Persons
Bluerock Holdings Manager, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,655,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The securities are held directly by the Sponsor. BEH is the managing member of the Sponsor. Bluerock Enterprise is the sole member of BEH. Bluerock Manager is the general partner of Bluerock Enterprise. Ramin Kamfar controls Bluerock Manager and has voting and investment discretion with respect to the securities held of record by the Sponsor.
(2) The Sponsor owns 5,650,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares, as described under the heading "Description of Securities--Founder Shares" in the Registration Statement and have no expiration date.
(3) Excludes 4,500,000 Class A Ordinary Shares issuable upon the exercise of 4,500,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 17,250,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares outstanding as of March 20, 2026, as reported on the Form 10-K.
SCHEDULE 13G
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| CUSIP Number(s): | G1352R105 |
| 1 | Names of Reporting Persons
Ramin Kamfar | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,655,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
24.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The securities are held directly by the Sponsor. BEH is the managing member of the Sponsor. Bluerock Enterprise is the sole member of BEH. Bluerock Manager is the general partner of Bluerock Enterprise. Ramin Kamfar controls Bluerock Manager and has voting and investment discretion with respect to the securities held of record by the Sponsor.
(2) The Sponsor owns 5,650,000 Class B Ordinary Shares of the Issuer, which are convertible for the Issuer's Class A Ordinary Shares, as described under the heading "Description of Securities--Founder Shares" in the Registration Statement and have no expiration date.
(3) Excludes 4,500,000 Class A Ordinary Shares issuable upon the exercise of 4,500,000 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, each as is described under the heading "Description of Securities--Warrants" in the Registration Statement.
(4) Based on 17,250,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares outstanding as of March 20, 2026, as reported on the Form 10-K.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Bluerock Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
919 Third Avenue, New York, New York 10022 | |
| Item 2. | ||
| (a) | Name of person filing:
1. Bluerock Acquisition Holdings, LLC
2. BEH SPAC Holdings, LLC
3. Bluerock Enterprise Holdings, LP
4. Bluerock Holdings Manager, Inc.
5. Ramin Kamfar | |
| (b) | Address or principal business office or, if none, residence:
919 Third Avenue, New York, New York 10022 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP Number(s):
G1352R105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page. | |
| (b) | Percent of class:
See response to Item 11 on the cover page. % | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated as of April 1, 2026 by and among Bluerock Acquisition Holdings, LLC, BEH SPAC Holdings, LLC, Bluerock Enterprise Holdings, LP, Bluerock Holdings Manager, Inc., and Ramin Kamfar. |